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 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, Risk and Compliance (ARC) Committee
To strengthen our governance framework and streamline oversight functions, the Company has established a unified Audit, Risk and Compliance (ARC) Committee. This integrated committee reflects our commitment to transparency, accountability, and regulatory excellence.
The ARC Committee is made up of independent non-executive directors and the Board Chairman with expertise in finance, risk, compliance, and governance. The Committee supports the Board of Directors in overseeing three critical areas:
- Audit: Ensuring accurate financial reporting and effective internal controls.
- Risk: Monitoring key risks and the effectiveness of our risk management framework.
- Compliance: Upholding regulatory standards and internal policies.
The ARC Committee is responsible for approving both internal and external audit plans, reviewing audit findings, and evaluating the effectiveness of internal controls. It also ensures that auditors have unrestricted access to all relevant information and personnel to carry out their duties effectively. In relation to Risk Management, the Committee oversees the enterprise risk management (ERM) framework, ensuring that the company’s risk appetite and mitigation strategies are clearly defined and regularly reviewed. The Committee also monitors the company’s adherence to regulatory requirements, including those set out by the Monetary Authority of Singapore (MAS) and the Insurance Act. It reviews whistle-blowing reports and compliance investigations and assesses the overall effectiveness of the company’s compliance programs and policies.
The ARC Committee meets quarterly in conjunction with the Board meetings. Its Terms of Reference are reviewed periodically to ensure alignment with evolving regulatory and governance standards.
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. The Internal Auditor ensures that the Company continues to adapt to the best practices in the market.Internal audit plans are reviewed and approved by the ARC Committee and internal audit reports are also reviewed by the Committee. The Internal Auditor reports to the Chairman of the ARC 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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