Oversight structure/Executive structure

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Integrated Annual Report 2023(Online Ver.)
Oversight structure/Executive structure

(Issued in August 2023)

Business Foundation

Governance

Oversight structure

Under a “company with committees” structure, we are endeavoring to expedite business execution by strengthening the oversight of the Board of Directors, which is made up of mostly independent directors, and delegating considerable authority to the executive divisions.

In addition, an independent director serves as chair on all three statutory committees: the Nomination Committee, the Audit Committee, and the Compensation Committee. This governance structure is designed to enhance transparency and fairness.

Board of Directors

figure: 9 Independent directors (of which three are female). 2 Executive Officers

● Nine of the 12 members of the Board of Directors—or 75%—are Independent directors

● Company managers, academics, or candidates with specialized knowledge of law or finance and accounting are appointed as outside directors, taking into account gender, nationality, and other factors concerning diversity

figure: Nomination Committee: Independent director 100%. Audit Committee: Independent directors 80％, Directors 20％. Compensation Committee: Independent director 100%

The Nomination Committee and Compensation Committee are comprised of Independent directors only

The Audit Committee is comprised mainly of Independent directors

Director Diversity

figure: 3 female Directors 25％. non-Japanese Director 1. 9 male Directors 75％ — Of the 12 members of the Board of Directors, 3 are female and 9 are male; 1 of the male Directors is non-Japanese

Director tenure

figure: Newly appointed 8％. 1–4 years 59％. 5 years or more 33％. Average 3.8 years — The average tenure of the Directors is 3.8 years (including the tenure as the Audit & Supervisory Board member)

Executive structure

We employ a matrix-style executive framework that is a combination of the Business Owner and Group Chief Officer (CxO) systems. It enables the Company to make agile and flexible decisions and conduct business even in such rapidly changing times.

Business Owner system

With this system, the business CEOs drive the Group’s growth and expansion by formulating business policies, accomplishing business plans, and improving the quality of business operations as the managers of each business.

Group CxO system

This system enables the Group CxOs—all of whom possess a high degree of expertise in their respective business domains— to exert as much influence required throughout the Group to help realize SOMPO’s Purpose and enhance corporate value.

figure: Group CEO → Group COO → Business Owner, Group Chief Officer → Realize Transformation

Directors and executive officers with Diverse Array of backgrounds

The directors and executive officers hailing from diverse backgrounds keep their respective missions in mind when engaging in discussions and making high-quality decisions for the purpose of achieving the transformation of the Group. To that end, we strongly emphasize diversity in our human resources portfolio when formulating a succession plan and appointing directors and executive officers.

8 Executive Officers have previously worked for companies outside the Sompo Group

* “Directors and executive officers” refers to the Group CEO, the Group COO, business CEOs, Group CxOs, and the Chairman of Overseas M&A; there are 16 directors and executive officers in the Sompo Group.