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Corporate Governance

Governance

As a mutual insurance company, each holder of our participating policy is a member of the Company, or in other words, a part owner.
At the Annual Board of Policyholder Representatives Meeting, 180 elected policyholder representatives make decisions on important matters, including the appropriation of the Companyfs net surplus, changes to the articles of incorporation, and the appointment of directors.
As for the design of bodies involved in management including the Board of Directors, the Company transitioned to Company with Committees in July 2015, with a view to further strengthening its corporate governance framework.

  Corporate Governance Code
The Company prepares and discloses on a voluntary basis the report in accordance with gCorporate Governance Reporth as prescribed by the Tokyo Stock Exchange, from the viewpoint of enhancing information disclosure.
In addition, Corporate Governance Code is not directly applicable to the Company since it is not a listed company. However, based on the recognition that corporate governance is a common issue regardless of corporate structures, the Company responds to this issue on a voluntary basis. The Company also responds on a voluntary basis to gReasons for not implementing each principle in the Corporate Governance Codeh and gDisclosure based on each principle in the Corporate Governance Codeh in this report.

Compliance

We consider strictly observing law and regulations to be an important management issue in order to more firmly establish the basic business policy of living up to the trust of customers, and based on this belief, we have established a system to promote compliance.
In order to fulfill our mission of contributing to social and public welfare through the life insurance business, we faithfully conduct business in accordance with our Management Policy and the Sumitomo Life Group Code of Conduct. In addition, we have formulated the Legal Compliance Policy and Insurance Solicitation Management Policy to clarify the basic policy concerning compliance, based upon which we have developed a compliance promotion system.
Furthermore, in an aim to foster a corporate culture that values compliance, we utilize the Compliance Manual and Insurance Solicitation Compliance Manual that cover matters such as the basic approach to compliance and particularly important matters in order to ensure that they become fully aware of compliance, and have also been holding broad training programs concerning compliance.
In addition, Compliance Committee has been established with the President as the chairman to receive reports on matters such as the status of monitoring and analysis on individual issues and to conduct discussions aimed at resolving these issues. Furthermore, the Compliance Control Department that supervises compliance for the Company works to address the individual issues described above, makes reports on the state of compliance for the entire Company to bodies including the Board of Directors, and receives instructions as required for the management of operations.

Risk Management

In Japan, introduction of economic value-based solvency margin regulations is expected.
In anticipation of the future introduction, we have taken advanced measures such as implementation of an economic value-based integrated risk management and disclosure of EEV for the first time as a mutual company in Japan.
We are utilizing and continuously upgrading our integrated risk management system as an effective tool that contributes to managementfs strategic decision making by comprehensively evaluating various risks arising in the changing business environment from a company-wide perspective, and measuring the risk relative to the level of capital, etc.

Stewardship Code

The Company invests in the corporate stocks that are believed to present with medium- to long-term increase in equity values, and strives to get involved with investee companies as a shareholder through active dialogue in terms of various viewpoints, including sustainable profit growth, profit distribution to shareholders, and corporate governance, in order to promote the enhancement of medium- to long-term increase in equity values.
Accordingly, for the exercise of its voting rights, the Company makes decisions based on such dialogues from medium- to long-term viewpoints.
Meanwhile, we announced the acceptance of gthe Principles for Responsible Institutional Investors (Japanfs Stewardship Code),h as we agree to its underlying objective to promote sustainable growth as well as enhancement of corporate value of investees through dialogues.
In May 2017, we established the gPolicy on customer-oriented business operations,h and as a part of the measures based on these, we have decided to (1) newly establish the gThird-party Committee Regarding Stewardship Activitiesh and (2) individually disclose the results for the exercise of voting rights, in order to strengthen and increase the transparency of the management of conflicts of interests related to stewardship activities, including the exercise of voting rights.


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