Adopted on July 1, 2015

Standards for Appointment and Independence of Outside Directors
and Outside Audit & Supervisory Board Members(Purpose)
Article 1
The purpose of these standards is to set out the criteria for appointment andindependence of outside directors and outside audit & supervisory board members at
Sumitomo Corporation (hereinafter referred to as the Company).
(Outside Directors)
Article 2
Outside directors shall be appointed from among those fulfilling all the conditions set
out below. Gender and nationality etc. shall be of no consequence.
1.

Candidates shall be honest in character, highly insightful and capable and with a2.

view to bringing diverse perspectives to the Company’s board of directors, shallhave knowledge of their particular area of business as well as extensive
knowledge and experience.
Candidates shall be subject to none of the grounds for disqualification as adirector set out in the items of Article 331, Paragraph (1) of the Companies Act.
Candidates shall fulfill the requirements for an outside director set out in Article
2, Item (xv) of the Companies Act.

3.

(Outside Audit & Supervisory Board Members)
Article 3
Outside audit & supervisory board members shall be appointed from among thosefulfilling all the conditions set out below. Gender and nationality etc. shall be of noconsequence.
1.

2.

Candidates shall be honest in character, highly insightful and capable, and shallhold a high degree of specialized knowledge and a wealth of experience in
specific fields such as law, accounting, business management, and the like.
Candidates shall be subject to none of the grounds for disqualification as an audit& supervisory board member set out in the items of Article 331, Paragraph (1) of1

the Companies Act as applied mutatis mutandis in Article 335 of the Companies
Act.
Candidates shall fulfill the requirements for an outside audit & supervisory board
member set out in Article 2, Item (xvi) of the Companies Act.

3.

(Independence of Outside Directors and Outside Audit & Supervisory Board Members)
Article 4(1) Outside directors or outside audit & supervisory board members of the Company
shall be judged to be independent provided none of the following descriptions
apply.
1.

2.

3.
4.

5.

6.

7.

A major shareholder of the Company (holding 10% or more of the total votingrights in the Company at the end of the most recent fiscal year) or an individual
who serves as an executive in an entity that is a major shareholder of theCompany
An individual for whom the Company is a major business partner or whoserves as an executive in an entity for which the Company is a major business
partner
An individual who is a major business partner of the Company or who serves
as an executive in an entity that is a major business partner of the Company
An accounting auditor of the Company or its consolidated subsidiary, or anindividual who is responsible for auditing the Company or its consolidated
subsidiary as an employee at an auditing firm
An attorney, judicial scrivener, patent agent, certified public accountant,certified tax accountant, consultant, or other professional who receives morethan JPY 10 million in cash or other assets annually from the Company inaddition to director’s or audit & supervisory board member’s remuneration (orif the entity receiving such assets is an organization such as a corporation orassociation, an individual belonging to an entity receiving assets from theCompany exceeding 2% of annual income)A major lender for the Company (a lender whose personal or corporate name isstated as a major lender in the Company’s business report for the most recentfiscal year) or who serves as an executive in an entity that is a major lender for
the Company
An individual who receives more than JPY 10 million in donations annuallyfrom the Company (or if the entity receiving such donations is an organization
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8.
9.

such as a corporation or association, an individual who serves as an executivein an entity receiving assets from the Company exceeding 2% of annualincome)An individual to whom any of the items numbered 1 to 7 above applied within
the last three years
A relative within the second degree of kinship or closer of an individual
described in any of the items numbered 1 to 8 above (applies only to key
individuals)

10． A relative within the second degree of kinship or closer of a director, executiveofficer, corporate officer, manager, employee, or accounting advisor (in thecase of a corporation, this includes corporate employees required to perform
work for the corporation) of the Company or its consolidated subsidiary11． A relative within the second degree of kinship or closer of an individual who
was a director, executive officer, corporate officer, manager, employee, oraccounting advisor (in the case of a corporation, this includes corporate
employees required to perform work for the corporation) of the Company or its
consolidated subsidiary within the last three years
12． An individual subject to any exceptional circumstances other than thosedescribed in the items above that might potentially cause a conflict of interest
with the Company or otherwise make it impossible to fulfill duties as anindependent outside director or outside audit & supervisory board member(2) Outside director or outside audit & supervisory board member judged to be
independent pursuant to this Article shall notify the Company immediately once
they no longer qualify as independent.
(3) Within this Article “major business partner” denotes a business partner accounting
for more than 2% of annual consolidated net sales (or in the case that a business
partner adopts the International Financial Reporting Standards, annual consolidatedrevenues) of that business partner for the most recent fiscal year.
Supplementary Provision
Revision or abolition of these standards shall be by resolution of the board of directors.

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