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 4 members. The Chairman is Chief Executive Officer, Managing Director and Senior Executive 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 one executive director who is the Company’s CEO.
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, Managing Director (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 the BOD chairman, and is chaired by one of the independent directors.
The committee meetings are held quarterly, and take place concurrently or jointly with the BOD meetings. The Audit Committee meetings are attended by the internal and external auditors, the CEO and certain senior management executives, including the Chief Financial Officer (CFO), Chief Information Officer (CIO) and Chief 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, CFO, an independent director and an investment manager from Head Office. The chairperson is one of the independent directors.
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, and is chaired by the CEO.
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 the Chief Actuary / Head of Corporate Planning, and is chaired by one of the independent directors.
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 wrongdoings....
Board Composition and Guidance
The current Board complies with the requirements on Board composition and Board independence under the Corporate Governance Regulations as 2 out of 4 directors are independent directors. The Board is of the view that the current Board and Board Committees are of an appropriate size to facilitate effective decision making, taking into account the scope and nature of the operations of the Company.
The non-executive directors meet twice during the year without the presence of Management to discuss matters such as the performance and effectiveness of Management.
Chairman and Chief Executive Officer
There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.
The Chairman and the CEO are not related to each other. The roles of the Chairman and the CEO are distinct and separate, with a clear division of responsibilities between them to ensure an appropriate balance of power, increased accountability and greater independence in decision making.
The Board has not appointed a Lead Independent Director as the Chairman and the CEO are already separate persons, are not related to each other and the Chairman is not involved in the day-to-day running of the Company’s business and operations.
Board Membership
The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.
The Company’s present Board takes on the functions of a Nominating Committee.
The Board reviews the Board and Board Committee compositions annually and ensures that there is progressive renewal of the Board. It is responsible for identifying candidates, reviewing and approving nominations and/or re-nominations of directors on the Board and Board Committees. It also approves appointments, dismissals and resignations for key senior management executive positions in the Company.
Board Performance
The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
Remuneration Matters
The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.
The Company’s present Board takes on the functions of a Remuneration Committee.
Level and Mix of Remuneration
The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company. The directors’ fees proposed by the Board each year are subject to shareholder’s approval at the Company’s AGM.
Remuneration policy in respect of Key Senior Management Executives
The remuneration of the CEO and the key senior management executives who report directly to the CEO are reviewed annually by the Board based on the overall remuneration framework approved by the Board.
To ensure that its remuneration packages are competitive, the Company regularly reviews salary levels and benefits packages based on market data provided by recognised consultants who conduct surveys on comparative groups in the financial sector.
Internal Controls
The Board has received assurance from the CEO (which includes assurance provided by key management personnel to the CEO) on the effectiveness of the Company’s risk management and internal control systems. The Board also received assurance from the CEO and CFO that the financial records have been properly maintained and the financial statements give a true and fair view of the Company’s operations and financial position.
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