Corporate Governance Report
Our Underlying Principles
Based on our principle: to conduct business with the highest degree of integrity and to ensure we offer simple, convenient and competitively priced products and services that are the most comprehensive in the life insurance market, as given the public nature and sociality of the insurance business, we aim to promote sustainable growth in corporate value, with strengthening and enhancing corporate governance through emphasizing management transparency, monitoring a management structure and improving effectiveness of the structure.
Corporate Governance System
Corporate Bodies Responsible for Business Execution, Monitoring, Auditing, Appointments and Remuneration
Lifenet has Outside Directors and Outside Auditors, Chief Compliance Officer who supervises compliance, an Executive Officer system, non-statutory Nomination and Compensation Committee, an Advisory Board and Support Committees, in addition to an independent Internal Auditing Division and a Board of Corporate Auditors. The internal structure comprising of Support Committees and systems in conjunction with the external advisory members underpins a multilayered and highly effective corporate governance framework at Lifenet.
1. Board of Directors
Based on the Rule of the Board of Directors, the Board of Directors makes key management decisions and oversees business execution. The attendees of the Board of Directors are eight Directors (three independent out of four outside) and three Corporate Auditors (two independent and outside). In order to enhance the management monitoring function, the Outside Directors and the Outside Corporate Auditors are independent of business execution. The Board of Directors meets monthly, with additional congregations as deemed necessary.
2. Board of Corporate Auditors
Based on the Rule of the Board of Corporate Auditors, the Board of Corporate Auditors receives reports regarding significant issues related to audits. The Board consists of three Corporate Auditors (two independent and outside). Based on auditing policies and plans determined by the Board of Auditors, each Corporate Auditor attends meetings of the Board of Directors and other key meetings, interviews Directors and Representatives of each business division and audits the Company's operations and assets. The Board of Corporate Auditors keeps close collaboration with Accounting Auditors and the Internal Audit Division, receiving reports from them. The Corporate Auditors efficiently monitors business execution by the Directors accordingly.
3. Relationship between the Outside Directors, Auditors and the Company
Lifenet has appointed four Outside Directors and two Outside Corporate Auditors in order to ensure an effective corporate governance system that draws on perspectives from outside the Company. These individuals include experienced business people with rich experience in enterprise management, a high level of expertise in the financial, accounting and legal fields, as well as former employees of government agencies. They offer objective and neutral advice to the Directors and to monitor business execution.
The Outside Directors resolve an audit execution plan, changing the basic policy of the Internal Auditing Division and receive reports of the important incidents indicated by the Internal Auditing Division in the Board of Directors.
The Outside Auditors develop a cooperative system to receive reports about an audit execution plan and audit results from Accounting Auditors and to exchange the information about internal audit results and others with the Internal Auditing Division.
The nomination policy of candidates for Director is established by the Board of Directors following the deliberations at the Nomination and Compensation Committee.
4. Executive Officer System
Lifenet has introduced an Executive Officer System to strengthen decision-making functions by separating decision-making and oversight from business execution. The Executive Officers are selected by the Board of Directors and are responsible for conducting operations according to business strategies through resolutions of the Board of Directors.
5. Nomination and Compensation Committee
Aiming to further strengthen its independency and objectivity and its accountability of the function of the Board of Directors, and design of the remuneration system, Lifenet has the non-statutory Nomination and Compensation Committee which proposes the appointment and dismissal of Directors to the Board of Directors and determines individual compensation of Directors. The Nomination and Compensation Committee consists of three Independent Outside Directors and one Representative Director previously determined by the Board of Directors, and Corporate Auditors may attend as observers. The Committee members as Independent Outside Directors shall be decided through mutual election by the Outside Directors, and the Chairperson of the Committee shall be decided through mutual election by the Committee members. With regard to “Independent Outside Directors,” individuals without any risk of conflict of interest with general shareholders.
6. Advisory Board
The Advisory Board consists of external experts, giving us access to a wide range of advice across all areas of management that can be reflected in our business decisions. The Advisory Board meets every six months in principle and details of the meetings are reported to the Board of Directors.
7. Support Committees
The Support Committees bring together expertise from internal and external sources to advise Directors on key matters. These Support Committees are: Compliance Committee, Risk Management Committee, Claim Payment Committee, Marketing Committee, Asset Management Committee, Asset Liability Management Committee and Information Technology Systems Committee. These Committees mainly provide support and advice to the division responsible for business operation. The Compliance Committee and Risk Management Committee also monitor compliance and risk management as chaired by President.
8. Internal Auditing Division
Internal Auditing Department (the Internal Auditing Division) is independent of all other divisions. The Department is separate from all other lines of business execution, enabling it to conduct internal audits from an independent and objective standpoint. It examines and evaluates operational adequacy, risk management effectiveness, and the status of legal compliance, and makes recommendations for improvements as needed. The results of operational audits are reported to the Board of Directors.
The Department also has regular and additional meetings with the Accounting Auditors. At these meetings, it promotes closer collaboration, by exchanging of ideas regarding the status of accounting audits, reporting about the status of internal audit and providing Internal Audit Report based on accounting audits’ request.
Furthermore, the Department keeps collaboration with Corporate Auditors, by reporting to them based on Auditors' Audit Standards and providing Internal Audit Report.
Basic Policy and Measures against Antisocial Organizations
Lifenet Insurance has a highly public nature as a life insurance company. We have established the following basic policy against antisocial organizations in order to protect our stakeholders.
- The Company is fully aware of the need to resist any contact with antisocial organizations in order to fulfill its social responsibility and protect itself. As such, the Company has put in place the necessary framework.
- In the event that it receives an unjustified claim, as an organization firmly the Company deal with antisocial organizations and ensure the security of executives and employees.
- Dealing with antisocial organizations, the Company will work closely with the police, the National Center for the Elimination of “Boryokudan”, lawyers and other outside experts to resolve the issue.
- The Company has no relationships with antisocial organizations, including of a business nature. It rejects all unjustified requirements from such groups, never provides funds to antisocial organizations and never makes any deals with them to hide the fact.
- The Company deals with antisocial organizations from both Civil and Criminal law against an unjustified claim.
The Company has also established regulations for dealing with antisocial organizations.