Corporate Governance Framework
Sompo Singapore has common philosophy with its ultimate parent company, Sompo Holdings, Inc.
The Company will at all times carefully consider the interests of its customers when making decisions that shape its business. Sompo Singapore will strive to contribute to the security, health, and wellbeing of its customers and society as a whole by providing insurance and related services of the highest quality possible.
Ownership
The Company is 100% owned indirect subsidiary of Sompo Japan of which head office is in Tokyo, Japan, and the ultimate parent company is Sompo Holdings, Inc. which is listed in Tokyo Stock Exchange.
Governance Framework in the Group
As a member of the Sompo Group, the Company shares the common Group’s philosophy, action guidelines and vision. The Sompo Group’s Basic Policy on the Business Management of Group Companies applies to the Company. In accordance with the policy, Sompo Japan and the Company have Memorandum of Understanding on Business Management which specifies required approvals and reporting, and requirements in shareholders meeting, board of directors meeting, election of directors and performance monitoring.
Board of Directors
The Company’s Board of Directors (BOD) exercises control and management over the Company, and comprises of 5 members. The Chairman is President / Managing Director of the direct wholly owned parent company, Sompo Holdings (Asia) Pte. Ltd. The BOD comprises of two independent directors under the Monetary Authority of Singapore’s Insurance (Corporate Governance) Regulations 2013, the Chairman and two executive directors including the Company’s CEO and Managing Director (MD).
The BOD meetings are held every quarter.
Board of Management
The Board of Management (BOM) shall discuss the issues that are important for the operation of the Company with authority delegated from the Board of Directors. The BOM comprises of CEO, MD and Heads of Division and is chaired by the CEO. There are limits in CEO’s authority and the BOM has the authority to approve issues that exceed CEO’s authority limit. Such cases will be subsequently reported to the BOD.
The BOM meetings are held monthly.
Audit Committee
In cooperation with the BOD, the BOM and internal/external auditors, the Audit Committee oversees financial reporting process, system of internal control, management of financial risks and audit process. The committee comprises of non-executive directors and is chaired by Ms Lee Soo Kwan, one of the independent directors.
The committee meetings are held at least twice a year. The meeting is held with invitation extended to executive directors, internal and external auditors, and certifying actuary.
Investment Committee
In accordance with Investment Policy approved by the BOD, the committee is established to monitor investment activities and make investment decisions. The members include CEO, MD, Chief Financial Officer (CFO) and an investment manager from Head Office. The chairperson is the MD.
The committee meetings are held quarterly, and take place concurrently or jointly with the BOD meetings.
Risk Management Committee
In accordance with its charter approved by the BOD, the committee’s role is to discuss risk management strategy of the Company and monitor its risk profile. The members include the independent directors, CEO, MD, Chief Underwriting Officer and CFO.
The committee meetings are held quarterly, and take place concurrently or jointly with the BOD meetings.
Compliance Committee
In accordance with its charter approved by the BOD, the committee is established to oversee the Company’s compliance with the laws, regulations, and the Company’s policies and rules. The committee includes the independent directors and is chaired by head of Corporate Planning division.
The committee meetings are held quarterly, and take place concurrently or jointly with the BOD meetings.
Internal Audit
The company conducts internal audit to validate the appropriateness and effectiveness of the Company’s business activities and to determine if the company complies with the laws, regulations and policies. In order to adapt to the best practice in the market and to ensure continuity, the Company engages KPMG as its internal auditor. Internal audit plans are reviewed and approved by the Audit Committee and internal audit reports are also reviewed by the committee. The internal auditor reports to the Chairman of the Audit Committee.
Whistleblowing
In order to provide avenues for all individuals to disclose a wrongdoing that may adversely impact the Company and its stakeholders, the Company has a Whistleblowing policy and framework for employees to raise concerns in an effective manner. The Company also provides an e-mail address on its website for external parties to inform the Company of its wrongdoing.