Our Underlying Principles

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.

Corporate Governance System

Corporate Bodies Responsible for Business Execution, Monitoring, Auditing, Appointments and Remuneration

The Company, as a company with Audit and supervisory committee, establishes a corporate governance structure for the purpose of strengthening the supervisory function of the Board of Directors and corporate governance. The Company has a majority of Independent Outside Directors with the objective of strengthening the supervisory function of the Board of Directors and further enhancement of the separation of supervisory and executive functions. The ratio of Female Directors on the Board of Directors is 29%, thereby promoting the Company’s gender diversity. The Audit and Supervisory Committee, which is independent of the Board of Directors, monitors business execution by the Directors and it consists of all Independent Outside Directors.
In addition, the Company 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. 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.

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

2. Audit and Supervisory Committee

Based on the Rule of the Audit and Supervisory Committee, the Audit and Supervisory Committee receives reports regarding significant issues related to audit. The Committee consists of three Directors including chairperson of the Committee (all independent and outside Directors). In addition, the Audit and Supervisory Committee Secretariat assists the Audit and Supervisory Committee in its duties, and the Company sets the position of head of Audit and Supervisory Committee Secretariat. Based on auditing policies and plans determined by the Audit and Supervisory Committee, head of Audit and Supervisory Committee Secretariat under the direction of the Audit and Supervisory Committee attends at 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. Head of Audit and Supervisory Committee Secretariat  keeps close collaboration with Accounting Auditors and the Internal Audit Division, receiving reports from them. Head of Audit and Supervisory Committee Secretariat monitors business execution by the Directors accordingly and reports the Audit and Supervisory Committee with additional congregations as deemed necessary.

3. Relationship between the Outside Directors and the Company

The Company 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. (The Company has established criteria for independence of Independent Outside Directors in the " The nomination and Dismissal Policy of Officers" established by the Board of Directors after deliberation at a voluntary Nominating and Compensation Committee.)

4. Executive Officer System

The Company has introduced an Executive Officer System to strengthen decision-making functions by separating decision-making and oversight from business execution. The Executive Officers are appointed by President and execute operations in accordance with their responsibilities as determined by President. Executive Officers Meeting holds weekly in principle, and the attendees are President and Representative Director, chairperson of the Meeting and eight Executive Officers (Including one serve as a Director). Head of Audit and Supervisory Committee Secretariat also attends at the Meeting.

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, the Company 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) 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.

6. Advisory Board

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.

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

Under the monitoring of the President and Representative Director, the Company has set an Audit Department (Internal Audit Department) that is independent of the audited departments. 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 the President and Representative Director, 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 collaborates closer , by exchanging of ideas regarding the status of accounting audits, reporting about the status of main internal audit and providing Internal Audit Report.
Furthermore, the Department also provides Internal Audit Report to the Audit and Supervisory Committee or head of Audit and Supervisory Committee Secretariat based on Supervisory Standards. 

Basic Policy and Measures against Antisocial Organizations

The Company 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.