This policy establishes the framework and operational policy underpinning the basic views on corporate governance of the Sompo Insurance (Thailand) Public Company Limited (hereinafter “the Company” and/or “we”).

 

1. Basic Views on Corporate Governance

We will at all times carefully consider the interests of our customers when making decisions that shape our business. We will strive to contribute to the security, health, and wellbeing of our customers and society as a whole by providing insurance and related services of the highest quality possible.

We consider continually improving the transparency and fairness of the Company’s corporate governance and fulfilling its corporate social responsibility as essential to maintaining strong relations of trust with stakeholders. The Board of Directors has accordingly established the Corporate Governance Policy to clarify basic policies regarding the formation of the overall vision for the governance structure and the governance framework. We continue to improve our corporate governance and aim to establish optimal systems.

 

2. Directors and the Board of Directors

(1) Role of directors and the Board of Directors

The Board of Directors performs its duties as stipulated by law, establishes important items for management, and serves a supervisory function overseeing the conditions of business execution. The Board of Directors meeting, in principle, convenes at least once every three (3) months and comprises an appropriate number of members to realize swift decision-making.

The directors apply their accumulated knowledge and experience to the key issues for the Company to realize the proper execution of fair and effective executive management.

 

(2) Directors numbers, composition, and term of office

The number of directors shall be at least seven (7) and not less than half of whom shall reside within the Kingdom of Thailand. The Company shall have the ratio of Thai nationality of Board of Directors in accordance with Non-life Insurance Act.

Independent directors are people with extensive experience and a wide range of perspectives able to apply outside viewpoints to various issues, including legal affairs, consumer needs, and business development in Thailand.

To ensure full clarity of responsibility related to business matters in each fiscal year, the directors shall retire at least one-thirds of numbers of directors in every annual meeting of shareholders.

 

3. Audit Committee

(1) Role of Audit Committee

The Audit Committee has been set up to assist Board of Director in responsibilities of company financial report, effectiveness of internal control and compliance with legal, regulatory and code of conduct.

 

(2) Audit Committee members numbers, composition, and term of office

At least two of three of the Audit Committee must be Independent Directors, qualifications as stipulated in the Notification of the Insurance Commission. At least one member of Audit Committee shall have experience in accounting or finance which is sufficient to audit the reliability of financial statements.

The term of office of each member of the Audit Committee shall be not over four years from the day of appointment.

 

4. Business Execution structure

(1) CEO

CEO presides overall operation of the Company as a Chief Executive Officer by strategically establishing EVPs that are the heads of each function of the Group to realize agile and flexible business operation under discontinuous changes in business environment.

 

(2) EVP

Each EVP presides the operation of each function as a head of each function in the Company to enable swift and flexible decision-making that is in the best interest of the Company and SOMPO Group (the Group) and group-wide business execution.

 

5. Policies for Appointment of directors

The appointment of directors is conducted in accordance with the following policies for appointment of directors.

 

(1) Policies for appointment of directors

The Board of Directors proposes candidates for a director to be considered and appointed by the resolution of shareholder’s meeting, based on familiarity with the Company’s business, ensuring a balance between experience and achievements without bias for an area of specialization. To facilitate objective decision making with respect to management issues from a diverse and independent focus and perspective, the Board of Directors includes multiple independent directors with a wide range of knowledge and experience having backgrounds in corporate management, academia, and the legal profession.

 

6. Policies on Decisions pertaining to Remuneration for Director, Executives, Head of control function including Internal Audit, Compliance and Actuarial and Major Risk Taking Staff (hereinafter “Officers”)

The Company regards compensation for officers as important matters from the viewpoints of improvement in business performance and long-term corporate’s stability, and sets basic policies on decisions pertaining to compensation for officers as follows:

 

1. Remuneration for officers shall be in the form of a remuneration structure and at a level that enables recruiting and retention of superior human resources as management of the Company and the Group.
2. Remuneration structure shall be consistent with business strategy and promote Officers’ awareness of better performance to promote the long-term interest of the Company and the Group.
3. Remuneration structure shall not induce excessive or inappropriate risk taking, and have proper regard to the interests of its policyholders and other stakeholders.
4. Objectiveness, transparency and fairness that can fulfill accountability to stakeholders shall be achieved in remuneration structure of the Company.

 

7. Revision and Abolition

This Corporate Governance Policy will be revised and abolished by the resolution of the Board of Directors. However, minor revision can be made by Executive Committee.

 

8. Responsible Department

Legal and Compliance Department is responsible for this Corporate Governance Policy.