The Nomination Committee aims to improve transparency and fairness in the Group’s governance by introducing a third-party perspective to deliberations concerning the appointment and dismissal of Directors and Executive Officers at all Group companies.

The Group is currently promoting transformation—or qualitative change—with the goal of achieving SOMPO’s Purpose, namely to become “A Theme Park for Security, Health & Wellbeing.”

Improving diversity among Group officers is critical both to realizing SOMPO’s Purpose and to developing our global business—not just in insurance but in wide-ranging sectors, including Nursing Care & Seniors, and Digital. The Nomination Committee works to improve diversity among Group officers both when appointing individual directors and executive officers and when formulating the Succession Plan.

In fiscal 2022, based on the reorganization of the composition of the Board of Directors (reducing the total number of directors by 2 and the number of outside directors by 1), we selected candidates for the Board of Directors and the head of the Sompo International Tokyo Office. In addition, for the purpose of more effectively implementing the business strategy of the entire Group, we set up opportunities for the direct exchange of opinions between the Nomination Committee and each Business CEO in appointing Directors and Executive Officers of the major Group companies.

Through its deliberations, the Nomination Committee intends to establish a diverse portfolio of Group officers, and contribute to realizing SOMPO’s Purpose and to improving corporate value.

The Audit Committee consists of five directors, four of whom are independent directors. Under our highly independent and objective structure consisting mainly of them, we conduct audit activities with the mission of protecting stakeholders’ interests through information sharing and active exchange of opinions among the Audit Committee and cooperation with the Internal Audit Department.

Audits are conducted mainly through meetings with executive officers and other members of the Board of Directors. In fiscal 2022, we visited several Group companies to gain a deeper understanding of the actual business conditions through direct interviews with on-site staff members, thereby ensuring highly effective audits.

Under the Medium-Term Management Plan launched in fiscal 2021, the Company is aggressively pushing new initiatives—such as solutions that utilize real data—to achieve its goal of becoming “A Theme Park for Security, Health & Wellbeing,” and our audits have therefore become broader in scope. In this fiscal year, the final year of the Medium-Term Management Plan, I believe we can contribute to the enhancement of corporate value by drawing on the knowledge, expertise, and diverse backgrounds of each Member of the Audit Committee to conduct effective and high-level audits in a wide range of business areas in accordance with our auditing objectives in order to ensure the appropriateness of our efforts to achieve SOMPO’s Purpose.

Going forward, the Audit Committee will work to improve appropriate communication with the executive divisions and streamline its auditing methods based on timely and accurate information gathering and active discussions among the committee members, and will continue its efforts to meet stakeholder expectations by conducting audits of the highest quality.

The Audit Committee met 13 times in fiscal 2022.

The Audit Committee formulates basic policies for audits and auditing plans, carries out audits year-round in accordance with these plans, and provides audit reports and a summary of its auditing activities at the end of each fiscal year. A report is provided to the Audit Committee following the completion of each audit activity, enabling the Committee to regularly verify the progress of the auditing plan. The Committee’s year-round auditing activities include: attending important meetings and verifying important decisions; collecting information through meetings with Representative Executive Officers, through meetings with Business CEOs and Group CxOs, through meetings with general managers of departments and offices, and through site visits to Group companies in Japan and overseas; and providing feedback and suggestions regarding management operations.

Our auditing activities for fiscal 2022 are outlined below.

The Compensation Committee aims to improve transparency and fairness in the Group’s governance by introducing a third-party perspective to deliberations about compensation for Directors and Executive Officers at all Group companies.

It is imperative that the executive compensation structure not only imparts positive effects on governance, but also provides real incentives for Group officers to contribute to the enhancement of corporate value. From this perspective, we discussed revisions to Sompo Holdings’ executive compensation system, and the following specific measures were taken effective April 2023: 1. Revision of the compensation levels; 2. A decrease in the fixed compensation ratio (increase in the variable compensation ratio); 3. Use of metrics for brand value and engagement as evaluation metrics in the strategic targets for performance-linked compensation; 4. Revision of long-term incentive program (changed from stock trust method to phantom stock method). These revisions will be implemented in the executive compensation plans of the major Group companies in fiscal 2024.

Two of the key questions concerning our Group’s executive compensation structure are: “what compensation package should we award to the Group CEO?” and “how can we properly evaluate this?” In fiscal 2022, the Compensation Committee carefully deliberated the Group CEO’s strategic goals and initiatives, and assessed the Group CEO’s overall compensation, fixed compensation, and performance-linked compensation.

The Committee will continue to discuss the Sompo Group’s executive compensation structure, with a view to increasing its incentivizing effects to contribute to the enhancement of corporate value.