View Sumitomo Corporation's Sustainability : Corporate Governance
Sumitomo’s Business Philosophy and the Sumitomo Corporation Group’s Management Principles form the backbone of the corporate ethics and represent the foundation underpinning our corporate governance. Based on this, we established the Sumitomo Corporation Corporate Governance Principles, recognizing that the essence of corporate governance is enhancing management efficiency and maintaining sound management, as well as ensuring management transparency to secure the first two. Efforts to build a better corporate governance system and carry out business activities following these principles help the Company achieve sustainable growth, enhance corporate value over the medium to long term, and fulfill its mission as a good corporate citizen, as well as benefits the interests of shareholders and all other stakeholders. For this reason, we continuously work to further enhance and improve our corporate governance.
The Company believes that it is the most appropriate system for the Company by securing the effective supervisory and monitoring function of management oversight by electing independent Outside Directors and Outside Audit & Supervisory Board Members and by establishing the Nomination and Remuneration Advisory Committee, comprised mainly of independent Outside Directors, under an audit & supervisory board member system. The Company has elected multiple independent Outside Directors (as of June 23, 2023, the number of independent Outside Directors is five.) with a wealth of experience and a high degree of specialized knowledge and expertise in different fields. This ensures appropriate decision-making in board meetings and further reinforces the oversight function through further diverse perspectives. Also, the Company has established the Nomination and Remuneration Advisory Committee (chaired by an Outside Director) as an advisory body of the Board of Directors in which the majority of members are Outside Directors. This enhances independence, objectivity and transparency of the Board of Directors’ function with respect to nomination and remuneration of Executive Officers. To strengthen the oversight framework from an external perspective, three of five Audit & Supervisory Board Members are the independent Outside Audit & Supervisory Board Members, one is a legal expert, one is a certified public accountant with considerable knowledge of finance and accounting, and the other has an experience in business management, thereby ensuring an auditing system that incorporates a diversity of perspectives. Furthermore, in addition to attending the Board of Directors Meeting, Audit & Supervisory Board Members are permitted to attend all internal meetings, enabling them to obtain sufficient information essential for auditing. By implementing the measures above, the Company believes that it has developed an effective, enhanced corporate governance system.
Our Medium-Term Management Plan “SHIFT 2023,” which began in fiscal 2021, also includes further enhancement of our corporate governance in its “Management Base Shift” chapter. For the purpose of strengthening functions of the Board of Directors, the Company will make efforts for further improvements of functions for monitoring by the Board of Directors over the execution of operations through effective supervision of key management policies and strategies (allocation of management resources, strategies related to business portfolio, sustainability management, etc.) and improving organizations for further strengthening objectivity of functions of the Board of Directors.
To facilitate thorough debate and prompt, rational decision-making, the Board of Directors is composed of an appropriate number of members and diversity is ensured in terms of attributes including experience, knowledge, expertise, and gender. In addition, of the eleven Directors elected, five are Outside Directors with a wealth of experience and a high degree of specialized knowledge and expertise in different fields. This ensures appropriate decision-making in board meetings and further reinforces the oversight function through diverse perspectives. All Outside Directors meet the standards related to independence set by the financial instruments exchange that the Company is listed on, and the Standards for Independence set by Sumitomo Corporation.
Name | Reasons for proposing and summary of expected roles |
---|---|
Kimie Iwata since June 2018 < Attendance at Meetings of the Board of Directors in fiscal 2022 > 15 of 18 meetings (83.3%) |
Ms. Iwata served in several key positions for many years at the Ministry of Labour (currently Ministry of Health, Labour and Welfare), and after retiring from the ministry served in various executive and outside director positions for private companies. Through these and other roles, she has accumulated wide-ranging knowledge and a wealth of experience in business management, corporate governance, corporate social responsibility, and diversity, etc.; she is also honest in character, as well as highly insightful and capable. She will contribute to the Company’s aims of ensuring appropriate decision-making from diverse perspectives in board meetings and further enhancing supervisory functions, and is thus judged to be qualified for the role of Outside Director of the Company and to be able to perform her duties properly in that position. For these reasons, she is appointed as the position of Outside Director. She is expected to draw on her experience and knowledge to fulfill the role of ensuring appropriate decision-making by the Board of Directors and further enhancing management supervisory functions. In addition, as Chair of the Nomination and Remuneration Advisory Committee, she is also expected to contribute to further enhancing the independence, objectivity and transparency of the nomination and remuneration process for Director, Audit & Supervisory Board Member and executive management. |
Hisashi Yamazaki since June 2018 < Attendance at Meetings of the Board of Directors in fiscal 2022 > 18 of 18 meetings (100%) |
Mr. Yamazaki has highly specialized knowledge and a wealth of experience in law based on his career over many years as a judge and attorney at law; he is also honest in character, as well as highly insightful and capable. He will contribute to the Company’s aims of ensuring appropriate decision making from diverse perspectives in board meetings and further enhancing supervisory functions, and is thus judged to be qualified for the role of Outside Director of the Company and to be able to perform his duties properly in that position. For these reasons, he is appointed as the position of Outside Director. He is expected to draw on his experience and knowledge to fulfill the role of ensuring appropriate decision-making by the Board of Directors and further enhancing management supervisory functions. |
Akiko Ide since June 2020 < Attendance at Meetings of the Board of Directors in fiscal 2022 > 18 of 18 meetings (100%) |
Ms. Ide served in several key positions for many years at a major telecommunications carrier, working as a group company executive and as a full time audit & supervisory board member of the parent (holding) company. Through these and other roles, she has accumulated wide-ranging knowledge and a wealth of experience in information and communications, business management, and corporate governance, etc.; she is also honest in character, as well as highly insightful and capable. She will contribute to the Company’s aims of ensuring appropriate decision-making from diverse perspectives in board meetings and further enhancing supervisory functions, and is thus judged to be qualified for the role of Outside Director of the Company and to be able to perform her duties properly in that position. For these reasons, she is appointed as the position of Outside Director. She is expected to draw on her experience and knowledge to fulfill the role of ensuring appropriate decision-making by the Board of Directors and further enhancing management supervisory functions. In addition, as Member of the Nomination and Remuneration Advisory Committee, she is also expected to contribute to further enhancing the independence, objectivity and transparency of the nomination and remuneration process for Director, Audit & Supervisory Board Member and executive management. |
Takashi Mitachi since June 2022 < Attendance at Meetings of the Board of Directors in fiscal 2022 > 14 of 14 meetings (100%) (Since appointed Director on June 24, 2022) |
Mr. Mitachi served in several key positions for many years at a major US consulting firm. Through these and other roles, he has accumulated wide-ranging knowledge and a wealth of experience in business management and enterprise risk management, etc.; he is also honest in character, as well as highly insightful and capable. He will contribute to the Company’s aims of ensuring appropriate decision-making from diverse perspectives in board meetings and further enhancing supervisory functions, and is thus judged to be qualified for the role of Outside Director of the Company and to be able to perform his duties properly in that position. For these reasons, he is appointed as the position of Outside Director. He is expected to draw on his experience and knowledge to fulfill the role of ensuring appropriate decision-making by the Board of Directors and further enhancing management supervisory functions. In addition, as Member of the Nomination and Remuneration Advisory Committee, he is also expected to contribute to further enhancing the independence, objectivity and transparency of the nomination and remuneration process for Director, Audit & Supervisory Board Member and executive management. |
Takahisa Takahara since June 2023 |
Mr. Takahara has held several key positions for many years at a major consumer goods manufacturer, serving as Director, Senior Director, and President & CEO. Through these and other roles, he has accumulated wide-ranging knowledge and a wealth of experience in business management; he is also honest in character, as well as highly insightful and capable. He will contribute to the Company’s aims of ensuring appropriate decision-making from diverse perspectives in board meetings and further enhancing supervisory functions, and is thus judged to be qualified for the role of Outside Director of the Company and to be able to perform his duties properly in that position. For these reasons, he is appointed as the position of Outside Director. He is expected to draw on his experience and knowledge to fulfill the role of ensuring appropriate decision-making by the Board of Directors and further enhancing management supervisory functions. |
The Board of Directors enhances its deliberations and strengthen its monitoring functions by the following initiatives:
In principle, the positions of Chairman of the Board of Directors and the President and Chief Executive Officer are clearly defined and separate in order to ensure mutual supervision, and both positions cannot be held simultaneously by the one person. The role of the Chairman of the Board of Directors is to supervise the management of the Company; the Chairman has no involvement in day-to-day execution of operations and no authority to represent the Company.
In principle, the Chairman of the Board of Directors and the President and Chief Executive Officer are each limited to term of six years. This limitation on the tenure of top management helps eliminate the possibility of governance problems occurring as a result of the top management not being changed over for a long period of time.
To maintain and enhance the effectiveness of the Board of Directors, each year Directors and Audit & Supervisory Board Members engage in analysis and evaluation of the Board’s effectiveness through self-evaluation and other methods. This is followed by the disclosure of overviews of the results.
In fiscal 2022, from the perspective of preventing the effectiveness evaluation from becoming a mere formality and implementing the PDCA cycle to improve the functions of the Board of Directors, the members of the Board of Directors discussed the methods and items of the effectiveness evaluation and made the following revisions:
The evaluation for fiscal 2022 conducted in accordance with the above and its results are summarized below.
Based on the opinions expressed by Directors and Audit & Supervisory Board Members and issues identified on the effectiveness evaluation for fiscal 2022, we will continue to make efforts to further increase the effectiveness of the Board of Directors.
The Nomination and Remuneration Advisory Committee, of which a majority of members are Outside Directors, and which is also chaired by an Outside Director, has been established as an advisory body to the Board of Directors. The Committee meets as necessary, and is in charge of deliberating (1) policies and procedures regarding appointment and dismissal ofthe President and Chief Executive Officer, (2) policies and procedures regarding appointment and dismissal of the Chairman of the Board of Directors, (3) nomination criteria for Directors and Audit & Supervisory Board Members, (4) appointment and dismissal of the President and Chief Executive Officer (including the nomination of a successor of the President and Chief Executive Officer), (5) nominations of candidates for Directors and Audit & Supervisory Board Members (including determination of Representative Directors and Executive Directors), (6) appointment of Management Council members, (7) the structures/levels of remuneration and bonuses for Directors and Executive officers and the limit of remuneration for Audit & Supervisory Board Members, and (8) the advisor system, and will submit the results thereof as recommendations to the Board of Directors. In FY2022, the Nomination and Remuneration Advisory Committee met 7 times to deliberate the abovementioned matters, and submitted the results thereof as recommendations to the Board of Directors.
Total Members | Internal Directors | Outside Directors | Committee Chairman |
---|---|---|---|
5persons | 2 persons (President and Chief Executive Officer, Chairman of the Board of Directors) | 3 persons | Outside DirectorOutside Director |
Male Female
Name | Role (Term of office as Director) |
Knowledge, experience and competencies, etc.(Skills) | ||||||
---|---|---|---|---|---|---|---|---|
Corporate management | Investment / M&A | ICT / DX / Technology | ESG / Sustainability | Finance / Accounting | Legal / Risk management | Human resources management & development | ||
Kuniharu Nakamura | Director, Chairman (14years 3months) |
● | ● | ー | ● | ● | ● | ● |
Masayuki Hyodo | Representative Director, President and Chief Executive Officer (5years 3months) |
● | ● | ー | ● | ● | ● | ● |
Shingo Ueno | Representative Director, Executive Vice President (3months) |
● | ● | ー | ● | ー | ー | ー |
Takayuki Seishima | Representative Director, Executive Vice President (4years 3months) |
● | ー | ー | ー | ● | ● | ● |
Reiji Morooka | Representative Director, Senior Managing Executive Officer (1year 3months) |
● | ー | ー | ー | ● | ● | ー |
Hirokazu Higashino | Representative Director, Senior Managing Executive Officer (1year 3months) |
● | ● | ● | ● | ー | ー | ー |
Male Female
Name | Role (Term of office as Director) |
Knowledge, experience and competencies, etc.(Skills) | ||||||
---|---|---|---|---|---|---|---|---|
Corporate management | Investment / M&A | ICT / DX / Technology | ESG / Sustainability | Finance / Accounting | Legal / Risk management | Human resources management & development | ||
Kimie Iwata | Outside Director (5years 3months) |
● | ー | ー | ● | ー | ー | ● |
Hisashi Yamazaki | Outside Director (5years 3months) |
ー | ー | ー | ー | ー | ● | ● |
Akiko Ide | Outside Director (3years 3months) |
● | ー | ● | ● | ー | ー | ー |
Takashi Mitachi | Outside Director (1year 3months) |
● | ● | ー | ● | ー | ● | ● |
Takahisa Takahara | Outside Director (3months) |
● | ● | ー | ● | ー | ー | ー |
Male Female
Name | Role (Term of office as Director) |
Knowledge, experience and competencies, etc. (Skills) | ||||||
---|---|---|---|---|---|---|---|---|
Corporate management | Investment / M&A | ICT / DX / Technology | ESG / Sustainability | Finance / Accounting | Legal / Risk management | Human resources management & development | ||
Daisuke Mikogami | Senior Audit & Supervisory Board Member (Full-Time) (3months) |
● | ● | ● | ー | ー | ー | ● |
Kazunari Sakata | Audit & Supervisory Board Member (Full-Time) (1year 3months) |
● | ● | ー | ー | ー | ー | ー |
Male Female
Name | Role (Term of office as Director) |
Knowledge, experience and competencies, etc. (Skills) | ||||||
---|---|---|---|---|---|---|---|---|
Corporate management | Investment / M&A | ICT / DX / Technology | ESG / Sustainability | Finance / Accounting | Legal / Risk management | Human resources management & development | ||
Toshio Nagai | Outside Audit & Supervisory Board Member (7years 3months) |
ー | ー | ー | ー | ー | ● | ー |
Yoshitaka Kato | Outside Audit & Supervisory Board Member (7years 3months) |
● | ー | ー | ー | ● | ー | ー |
Yukiko Nagashima | Outside Audit & Supervisory Board Member (2years 3months) |
● | ● | ー | ー | ー | ー | ● |
The Audit & Supervisory Board comprises five members—two Inside Fulltime Audit & Supervisory Board Members and three Outside Audit & Supervisory Board Members (including one woman). The Inside Audit & Supervisory Board Members must have a sincere character, deep insight, and high-level skills as well as specialized business knowledge and a broad range of experience, and they are appointed without regard for gender, nationality, and other such characteristics.
The Outside Audit & Supervisory Board Members must also have a sincere character, deep insight, and high-level skills as well as advanced specialized knowledge, particularly in fields such as law, accounting, or corporate management, and extensive experience, and they too are appointed without regard for gender, nationality, and so on. Among the Outside Audit & Supervisory Board Member, one is a legal expert (a former Chief Justice of the Osaka High Court), one is a certified public accountant with considerable knowledge of finance and accounting, and the other is a fulltime Audit & Supervisory Board Member of a listed company and has an experience in business management. All of the Outside Audit & Supervisory Board Members satisfy the criteria on independence set by financial instruments exchanges on which the Company is listed, as well as the Standard for Independence established by Sumitomo Corporation.
Each Audit & Supervisory Board Member attends important meetings such as the Board of Directors Meeting, receives reports form Directors and employees, etc. regarding the execution of their duties, asks them for explanations as necessary, inspects important internal authorization documents and examines the status of operations and the financial status regarding the head office and important operating locations. As for subsidiaries, each Audit & Supervisory Board Member promotes communication and exchange of information with Directors and Audit & Supervisory Board Members, etc. of subsidiaries, and receives reports on thesubsidiaries’ business as necessary.
The Audit & Supervisory Board Members' Administration Department (five employees) has been established as a specialized organization to support the work of the Audit & Supervisory Board Members. The Audit & Supervisory Board Members participate in personne levaluations and transfers and so on regarding these employees to ensure their independence from the Board of Directors.
To ensure audit efficiency, Audit & Supervisory Board Members interact closely with the Internal Auditing Department, receiving reports on internal audit plans and their results in a timely manner. In addition, Audit & Supervisory Board Members exchange information with and monitor the auditing activities of the accounting auditors through regular meetings. By attending audit review meetings and observing inventory audits by the accounting auditors, the Audit & Supervisory Board Members constantly work to improve audit efficiency and quality.
On taking office, Outside Directors and Audit & Supervisory Board Members have the opportunity to receive a briefing on areas including the Sumitomo Corporation Group’s Management Principles, management policy, business activities, finances, organization, medium-term management plan “SHIFT 2023,” and risk management system. To enable Directors and Audit & Supervisory Board Members to acquire the necessary knowledge and update it as appropriate, we additionally provide access to resources including seminars and e-learning facilities, offering financial support to cover the necessary costs.
To deepen their understanding of “Sumitomo’s Business Philosophy” and the Company’s business activities, Outside Directors and Outside Audit & Supervisory Board Members, in principle, visit a Sumitomo-related facility during the first fiscal year of their term in office and have opportunities to observe at least one workplace in Japan and at least one workplace overseas every year. In fiscal 2022, overseas workplace visits were canceled due to the spread of COVID-19; four Sumitomo-related facility and workplace visits in Japan were conducted.
The decision making policy for the remuneration of individual Directors was resolved at the Board of Directors meeting after deliberation within the Nomination and Remuneration Advisory Committee (chaired by Outside Director), a majority of whose members are Outside Directors.
Type of Remuneration | Director Type | |||
---|---|---|---|---|
Executive Director | Chairman of the Board of Directors | Outside Director | ||
Fixed | Monthly Remuneration | ● | ● | ● |
Variable | Performance Linked Bonus | ● | — | — |
Stock-based remuneration | ● | ● | — |
The Company will establish an appropriate ratio, etc. between fixed remuneration (monthly remuneration) and variable remuneration (“performance linked bonus” which is linked with short term performance of the Company and “stock-based remuneration” which is linked with middle and long term performance of the Company and shareholder value) which corresponds to Director’s position, (i) by setting an appropriate remuneration standards to acquire and retain highly capable management who will bring about the Company’s sustainable growth and increase of corporate value in the middle to long term, and (ii) to design as healthy incentive to sustainable growth of the Company, based on its business environment, management strategy and human resources strategy, with reference to objective remuneration market research data, etc. provided by external specialized agencies.
Policy on the decision of the amount of each remuneration | Method on the decision of the amount of each remuneration | ||
---|---|---|---|
Fixed | Monthly Remuneration | — | |
Variable | Performance Linked Bonus |
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Restricted Performance Share Unit-Based Remuneration |
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Type of remuneration, etc. | Eligibility | ||||
---|---|---|---|---|---|
Executive Directors/ Executive Officers | Chairman of the Board of Directors | Outside Directors | Audit & Supervisory Board Members | ||
Fixed | Monthly Remuneration | ● | ● | ● | ● |
Variable | Performance-Linked Bonus | ● | — | — | — |
Restricted Performance Share Unit-Based Remuneration | ● | ● | — | — |
Remuneration standards and remuneration composition ratios of Executive Directors and Executive Officers
Performance-linked bonus
[Total amount of performance-linked bonuses]
Restricted Performance Share Unit-Based Remuneration
The Internal Auditing Department under the Head of Internal Control and Internal Audit, who reports directly to the President and Chief Executive Officer, is an independent organization that monitors the operations of the Group, and audits organizations and operating companies of the Group. As well as reporting the internal audit results directly to the President and Chief Executive Officer, in principle on a monthly basis, periodic reports are also made to the Board of Directors and the Audit & Supervisory Board. The department regularly conducts audits on all aspects of internal control, comprising asset and risk management, compliance and business operations. It evaluates the effectiveness and adequacy of the internal controls of auditees, taking into account the significance of the inherent risks. At the same time, it provides appropriate advice for improvements and expedites improvement and maintenance on the auditee’s own initiative, thereby contributing to the improvement of governance and internal controls within the Sumitomo Corporation Group.
Corporate Strategy Promotion Committee, Global Innovation Promotion Committee, Company Investment Committee, Internal Control Committee, Compliance Committee, Corporate Sustainability Committee, Corporate Communication Committee, IT Strategy Committee, HR Management System Committee, Pension Management Committee, and Intelligence Committee are established as advisory bodies for the Management Council with regard to specific matters that are important from the perspective of Sumitomo Corporation as a whole.
To bring an accurate understanding of the Company's management policies and business activities to all our stakeholders, we shall strive to make full disclosure, not limiting ourselves to the disclosure of information required by law but also actively pursuing the voluntary disclosure of information.
We send out a convening notice describing how to access the material for the General Meeting of Shareholders (for shareholders who requested the delivery of such material in paper, the printed material for the General Meeting of Shareholders) to shareholders approximately three weeks prior to each Ordinary General Meeting of Shareholders. For the convenience of shareholders, we also provide the notice on our corporate website in advance of sending a Notice of Convocation, together with its English-language translation. We allow shareholders and investors sufficient time to thoroughly examine the propositions to be resolved at the Meeting by enabling them to exercise their voting rights via internet (including through the Electronic Voting Platform for institutional investors operated by Investor Communication Japan, Inc. [ICJ]). In addition, we stream the General Meeting of Shareholders live for shareholders on internet and the streaming video of the meeting is posted on our website for a certain period after the close of the meeting. In 2022, we begin accepting questions from shareholders on internet prior to the General Meeting of Shareholders.
The IR section of our corporate website provides various materials that may be useful in making investment decisions in a timely manner. These materials include financial results, yukashoken houkokusho (Japanese annual securities reports) and other Tokyo Stock Exchange filings as well as documents from company briefings. Moreover, we provide our Integrated Report and ESG Communication Book, and endeavor to ensure proactive disclosure of not only financial information but non-financial information as well.
In order to ensure direct communication with shareholders and other investors, we hold quarterly meetings attended by top management to provide information on our financial results for analysts and institutional investors in Japan, as well as one-on-one meetings with them. For individual investors, we hold company briefings online as well as in major cities across Japan. For overseas, we continuously hold one-on-one meetings with institutional investors mainly in Europe, North America and Asia. In addition to these, we ensure regular and constructive engagement with domestic and overseas institutional shareholders who substantially hold the Company’s shares. Such engagement primarily addresses our initiatives and policies, etc. relating to ESG (Environment, Social and Governance) issues. While increasing management transparency, we aim to strengthen our relationships of trust with shareholders and investors.
(*) Briefings and meetings were held both face-to-face and online in fiscal 2022.
While working to improve and enhance our corporate governance structure and systems, from the perspectives of "improving management efficiency" and "maintaining sound management" by implementing the measures above, we will continue to further strengthen internal auditing, risk management, compliance, to further improve the effectiveness of internal control.
The Company complies all Principles of the Corporate Governance Code. Please refer to Corporate Governance Report for details.
Corporate Governance Report(PDF/1021KB)
As a general rule, the Company will neither acquire nor hold shares in other listed companies for purposes other than pure investment.
However, the Company may decide to hold shares in listed companies in some exceptional cases when the Company determines that it is appropriate. For such determination, the Company will comprehensively assess and verify the capital cost of individual stocks and the economic rationality and significance of holding the stocks in light of the necessity of partnering or other business needs. Each year, the Board of Directors reviews whether or not the Company’s holding of listed shares is appropriate.
If such annual review concludes that specific shareholdings are of little significance, the Company will push ahead with the sale of the shares.
In FY 2022, the Company sold shares of 22 listed stocks (either in whole or in part), amounting to 33.8 billion yen in total. As of the end of March 2023, the Company’s shareholdings in listed companies cover 59 stocks, with the total balance of 190.7 billion yen.
When exercising voting rights, the Company examines various aspects through both quantitative and qualitative approaches in accordance with its own guidelines. Such examination focuses on whether each proposal presented to shareholders will lead to the enhancement of shareholder value and medium- to long-term corporate value of both the Company and the investee company. In this way, the Company tries to make adequate decisions as to whether to vote in favor of or against each proposal based on comprehensive judgments.
If an entity holding shares in the Company for purposes other than pure investment indicates its intention to sell the shares, the Company will, in principle, respect such intention, and the business relationship between the entity and the Company will not be affected.
Sumitomo Corporation has worked continuously to strengthen governance. This has included introducing the Audit & Supervisory Board system, increasing the number of Outside Audit & Supervisory Board Members and Outside Directors, and evaluating the effectiveness of the Board of Directors. Looking ahead, we will make further efforts toward enhancing the effectiveness of governance by strengthening group governance and reinforcing the functions of the Board of Directors.
1993 | Appointed first Outside Audit & Supervisory Board Member |
---|---|
1998 | Established the Sumitomo Corporation Group's Corporate Mission Statement |
2003 | Established the Sumitomo Corporation Corporate Governance Principles |
Reduced the number of Directors (from 24 to 12) | |
Introduced the executive officer system | |
Specified the term of office of Chairman and President (limited to six years) in the Sumitomo Corporation Corporate Governance Principles | |
Increased the number of Outside Audit & Supervisory Board Members by 1 to 3 (for a total of 5 Audit & Supervisory Board Members) | |
2005 | Shortened term of office of Directors and Executive Officers to 1 year |
2007 | Established the Remuneration Committee as an advisory body to the Board of Directors, the majority of whose members are Outside Directors |
2013 | Appointed first two Outside Directors |
Specified the term of office of Outside Directors (limited to 6 years) in the Sumitomo Corporation Corporate Governance Principles | |
Specified the term of office of Outside Audit & Supervisory Board Members (limited to 8 years) in the Sumitomo Corporation Corporate Governance Principles | |
2015 | Reviewed governance and decision-making processes
|
Increased the number of Outside Directors by 1 to 3 | |
2016 | Began evaluating the effectiveness of the Board of Directors (evaluation period began with FY2015; continues each year) |
Complied with all principles of Japan's Corporate Governance Code (continues each year) | |
Revised the Board of Directors' agenda criteria | |
Increased the number of Outside Directors by 1 to 4 | |
2017 | Reduced the number of Internal Directors from 10 to 6 (Chairman, President, 3 Officers in charge of the Corporate Group, 1 General Manager of a Business Unit) |
2018 | Increased the number of Outside Directors to 5 |
2019 | Revised the counselor and honorary advisor system |
Set the policy and procedure for appointment and dismissal of the President and Chief Executive Officer | |
Determined the policy and procedure for appointment and dismissal of the Chairman of the Board of Directors | |
2020 | Began agenda setting for the Board of Directors |
2021 | Disclosed the skills matrix for Directors and Audit & Supervisory Board Members |
2023 | Newly established a dedicated department to support Directors |