Based on our mission: Help our customers embrace life more fully by offering comprehensible, cost-competitive and convenient products and services, 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.

Lifenet, as a company with Audit and supervisory committee, establishes a corporate governance structure for the purpose of further strengthening the supervisory function of the Board of Directors and enhance corporate governance.

Lifenet has 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 the Audit and Supervisory Committee. 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. We aim to realize the continuous improvement of our corporate value.

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 ten Directors including Representative Director and President, chairperson of the Board (four independent out of five outside). The Board of Directors meets monthly, with additional congregations as deemed necessary.

Based on the Rule of the Audit and Supervisory Committee, the Audit and Supervisory Committee receives reports regarding significant issues related to audit and supervision. The Committee consists of four Directors including full-time Audit and Supervisory Committee Member, chairperson of the Committee. Three out of the four are independent and outside Directors. Based on auditing policies and plans determined by the Audit and Supervisory Committee, each Committee Member attends meetings of the Board of Directors and other significant meetings, interviews Directors (excluding Directors who are Audit and supervisory Committee Members) and Representatives of each business division and audits the Company's operations and assets. The Committee keeps close collaboration with Accounting Auditors and the Internal Audit Division, receiving reports from them. The Audit and Supervisory Committee Members efficiently monitors business execution by the Directors accordingly.

Lifenet has appointed two Outside Directors who are not Audit and Supervisory Board Members and three Outside Directors who are Audit and Supervisory Board Members. 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 nomination and Dismissal Policy of Officers is established by the Board of Directors following the deliberations at the Nomination and Compensation Committee to ensure functions and roles of objective and appropriate supervision based on expertise required to Independent Outside Directors.

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. Executive Officers Meeting holds weekly in principle, and the attendees are Representative Director and President, chairperson of the Meeting and six Executive Officers (Including three serves as Directors). The Director who is a full-time Audit and Supervisory Committee Member also attends at the Meeting.

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. It proposes the appointment and dismissal of Directors (including who are Audit and Supervisory Committee Members), Representative Directors and Directors with Titles to the Board of Directors. It also proposes the officers compensation system and individual compensation of Directors who are not Audit and Supervisory Board Members to the Board of Directors.

 

The Nomination and Compensation Committee consists of all Independent Outside Directors (including Directors who are Audit and Supervisory Committee Members, hereafter referred to as “Independent Outside Directors”) and one Representative Director previously determined by the Board of Directors. Directors who are Audit and Supervisory Committee Member and not the Nomination and Compensation Committee Members may attend as observers. The Chairperson of the Committee shall be decided through mutual election by the Independent Outside Directors. With regard to “Independent Outside Directors,” individuals without any risk of conflict of interest with general shareholders.

The Advisory Board can consist 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 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.

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 internal audits are reported to Representative Director and President, the Board of Directors, and Audit and Supervisory Committee.

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 Audit and Supervisory Committee Members, by reporting to them based on Audit and Supervisory Committee Members' Audit and Supervisory Standards and providing Internal Audit Report.

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.