(Translation)

Corporate Governance Report
Last Update: November 20, 2023
Sumitomo Corporation
President and Chief Executive Officer Masayuki HYODO
Inquiries: Takao NAGAZAWA General Manager,
Corporate Legal & General Affairs Department+81-3-6285-5000
Securities Code: 8053
https://www.sumitomocorp.com/en/jp
The corporate governance of Sumitomo Corporation (the “Company” or “Sumitomo Corporation”) is described
below.
I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1. Basic Views
The Company recognizes that the aims of corporate governance are improving management efficiency andmaintaining sound management, while ensuring management transparency is important in order to securethese aims. Accordingly, the Company is endeavoring to establish corporate governance that will result inmanagement serving the interests of shareholders and all other stakeholders. The Company has already taken
steps to strengthen and enhance its corporate governance by such means as reinforcing its audit & supervisoryboard member system and improving the way it functions, optimizing the size of the Board of Directors,
limiting the terms of office of the Chairman and the President and Chief Executive Officer, and introducing
an executive officer system. Additionally, for the purpose of ensuring appropriate decision-making by the
Board of Directors from a variety of perspectives and further strengthening the supervisory function, theCompany appoints multiple Outside Directors, and is working to strengthen the supervisory and monitoring
function of management by independent Outside Directors and Outside Audit & Supervisory Board Members.
In addition, the Company has established the Nomination and Remuneration Advisory Committee (chairedby an outside director), which is an advisory body to the Board of Directors and is composed of a majority ofoutside directors, to enhance the independence, objectivity and transparency of the functions of the Board of
Directors in relation to the nomination and remuneration of senior management. By these means, the Company
believes that it will be able to further achieve the aforementioned corporate governance objectives. The
Company has summarized its basic views and policy with regard to corporate governance as the Sumitomo
Corporation Corporate Governance Principles, which it has made public on its website.
(https://www.sumitomocorp.com/jp/-/media/Files/hq/about/governance/detail/principle.pdf?la=en)[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies all Principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1-3]
The Company, guided by its basic management policy of aiming to continue to enhance corporate value in asustainable way, has a capital policy based on retaining an adequate level of shareholders’ equity with a view-1-

to reinforcement of its financial soundness and effectiveness of its capital. In particular, the Company isworking to achieve: (i) the goal of keeping risk-adjusted assets, which represent the maximum possible losses,
within the scope of shareholders’ equity, which is the core risk buffer and (ii) the targets for the capitalefficiency indicators (such as ROE) given under the medium-term management plan.
The Company keeps interest-bearing debt at an appropriate level by paying attention to the balance between
cash generated as a result of business activities and asset reduction, and cash necessary for returns toshareholders and loans and investments, etc. for the pursuit of growth strategies.
The Company’s basic policy in relation to shareholder returns is to provide shareholders with stable dividends
over the long term. We also aim to raise per-share dividend payments by pursuing the growth of profit in themedium to long term.
[Principle 1-4]
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 assessand verify the capital cost of individual stocks and the economic rationality and significance of holding thestocks 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 pushahead 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 andqualitative 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 longterm corporate value of both the Company and the investee company. In this way, the Company tries to makeadequate 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 tosell the shares, the Company will, in principle, respect such intention, and the business relationship between
the entity and the Company will not be affected.
[Principle 1-7]
It is stipulated in laws and regulations and in the Company’s internal rules entitled Matters Related to the
Administration of Board of Directors that the approval of the Board of Directors must be obtained to conductbusiness transactions between the Company and its Directors that are competitive or involve conflicts ofinterest, and if such transactions are executed, key facts regarding the transactions must be reported to theBoard of Directors.
[Supplementary Principle 2-4-1][Policies on human resources development to ensure diversity and policies on improvement of diversityoriented working environments, and the progress of implementing these policies]
The Sumitomo Corporation Group, through our "Global HR Management Policy" established in September
2020, presents a vision for global human resources management. With this as the foundation of all HR
initiatives, we will implement HR management to foster an environment that creates new value.
The visions for Sumitomo Corporation (“SC”) people and the SC organization to be achieved by this policy
are as follows.
- Vision for SC People (Top-Tier Professionalism)
A group of individuals “creating new value on a global scale, sharing SC Group’s vision and mission, andmaintaining high aspirations and a continuous intrinsic motivation with Enterprising Spirit”.
- Vision for SC Organization (Great Place to Work)
An organization recognized for nurturing talent that continuously take on new challenges throughout theworld by building a Great Place to Work on a global scale, where individuals continuously and passionately-2-create new value.
The Sumitomo Corporation Group has a diverse workforce made up of people who have different lifestyles
and values in addition to differences in gender and nationality. The Global HR Management Policy
therefore defines “diversity, Equity and inclusion” (DE&I) as “the core enabler for value creation,
innovation and competitiveness”, and we strive to eliminate all barriers to diversity and inclusion andleverage our mix of diverse wisdom to pursue the realization of our shared vision.
We are promoting respective measures in accordance with the following four principles, as set out in theMedium-Term Management Plan “SHIFT 2023”.
- Human resources management reform to realize the Global HR Management Policy- Promotion of Diversity, Equity & Inclusion- Promotion of the right talent to the right assignments on a global basis- Health and productivity management and work style reform
Initiatives based on these principles are deployed based on the new HR system introduced by the Company
in FY2021. Such initiatives include the creation of an environment in which employees can demonstrate
their capabilities to the fullest, from various aspects such as recruitment, retention, development andassignment of talent, the introduction of a job grading system for managers, and the maximization oforganizational performance by optimally allocating the best talent with an emphasis on expertise and skills.
In addition, as part of continuous awareness-building to establish Diversity, Equity & Inclusion in the
Company’s organization, from FY 2021, we set up a specific period to intensively hold Diversity, Equity &Inclusion related programs such as messaging from top management, various training programs androundtable discussion workshops with employees (called Diversity Weeks), to build a workplace where
each and every employee can demonstrate their fullest abilities.
We thus promote HR management without any bias based on nationality, age, gender, sexual orientation,
gender identity or any other individual attributes and without being restricted by any conventional values.
Our DE&I measures in Japan and other regions in the world are developed and implemented according totheir respective local circumstances.
Based on the concept that a healthy mind and body are essential for each employee to perform at his or herhighest level and are the foundation for the continuous creation of new value, the Company adopted the“Declaration of Iki-iki Waku-waku Health and Productivity Management” and has been selected as theCertified Health and Productivity Management Organization -White 500- from 2017 to 2023. The Company
introduces a teleworking system and a super-flextime system in order to encourage employees to have highvalue added, output-oriented work styles. The Company pursues workstyles that enable diverse individuals
to demonstrate their fullest abilities and the organization to maximize its output simultaneously. Owing tothese our company-wide efforts to entrench these systems and to raise employee awareness, the Company
was selected as one of the “Top Hundred Telework Pioneers” by the Ministry of Internal Affairs andCommunications in 2019, and was given the Minister of Health, Labour and Welfare Award in 2020.
In FY2022, we replaced our employee awareness survey (conducted once every three years) with an
engagement survey (conducted once a year) to investigate the connection between individuals and theorganization as well as employee willingness to make voluntary contributions. We also established a crossorganizational working group of employees to identify and begin addressing areas requiring improvement.
Through all of the foregoing measures, we will leverage the power of our diverse talents as a source ofcompetitive strength and will continuously seek further growth and corporate value enhancement for theentire Sumitomo Corporation Group.

[Stance to ensure diversity in personnel in managerial positions, voluntary and measurable goals, andprogress toward such goals]<Appointment of female employees>
The Company regards encouraging active involvement of women in business as an important pillar of
Diversity, Equity & Inclusion. We are simultaneously promoting intangible initiatives such as reducing
long working hours, encouraging employees to take paid leave, and raising employee awareness, in-3-

addition to tangible initiatives, such as establishing various systems that exceed legal requirements,from the perspective of supporting a balance between life events and career development.
<Specific Examples of Efforts>

Introduction of a support program for employees with overseas assignments to accompany only
their childrenCreation of a handbook for employees to support the balance between work and childcare or
family careIntroduction of childcare consultation services
Collaboration with childcare facilities
Implementation of training related to unconscious bias and various other seminars
Since these continued efforts were highly acclaimed, the Company was awarded Platinum “Kurumin”
certification by the Minister of Health, Labour and Welfare and certified by the Minister of Health,Labour and Welfare as an “Eruboshi” company of the second-highest class.
To foster female professionals active in various fields globally on an ongoing basis, the Company has
set the following goals to be achieved in FY 2030 in light of the present circumstances, as stated in therelevant action plan.
Current state(April 2023)
8.4%
1.4%

Goal
(FY 2030)
20% or more
10% or more

Female managers
Female department generalmanager positions
Female Directors and Audit &18.8%
30% or more
Supervisory Board Members**These numerical targets are based on the Company’s support for “Challenge toward 30% by2030” announced by KEIDANREN (Japan Business Federation) in March 2021.
To achieve these goals, we are promoting further enhancement of our recruitment activities, strategic
training and appointments and improved succession planning, all targeted at conscious development
and appointment from medium- to long-term perspectives, as well as creating an environment where
each individual can demonstrate their full potential.
<Appointment of mid-career hires>
The business environment surrounding the Company is changing rapidly. In order to survive thecompetition in the age of tremendous changes, we need to take on the challenge of doing business in
new fields while expanding and advancing our existing businesses. To meet these business needs andbased on business strategies, the Company hires professional mid-career personnel who have great
expertise or knowledge.
The track records of mid-career hires working at the Company cover a wide variety of fields, ranging
from attorneys-at-law, certified public accountants and other licensed or qualified persons, to managers
or engineers from manufacturing, financial, media, information technology or other industries. By
exploiting their skills and expertise developed in their previous careers, such mid-career hires areactive on the front lines of business. Looking at the number of those newly employed (including new
graduates) each year, the ratio of mid-career hires for the most recent business year made up more than
43%, whereas the total was 18% five years earlier. More than 80% of these mid-career hires are
assigned to managerial positions just after joining the Company. As of April 2023, the ratio of midcareer hires in all manager positions at the Company was about 10% (about 310 persons).
We will continue to strengthen mid-career employment and increase professional personnel in various
business fields.
<Appointment of foreign personnel>
The Sumitomo Corporation Group deploys business operations globally in a wide range of industries.
Such operations are supported by the Group’s global network consisting of 20 offices in Japan and 109-4-

outside Japan, extending to 66 countries and regions throughout the world, with about 8,000 employees
as of April 2023. The latest data shows that the number of locally hired persons working in ouroverseas offices in managerial positions has reached around 890, up from 800 persons recorded five
years earlier. The ratio of locally hired managers to all managers in the organizations outside Japan ismore than 65%.
In order to promote strategic assignment and appointment in line with the business strategies and to
consistently promote the principle of “the right talent to the right assignments” on a global basis, theSumitomo Corporation Group develops and updates succession plans for the next generation andsubsequent generations. Such succession planning covers key positions in both domestic and overseasorganizations and our group companies, and is aimed at fostering successful talent management acrossthe Sumitomo Corporation Group. For candidates to key positions, we arrange systematic careerdevelopment plans to ensure that they can gain the necessary experience and skills. In this way, we
endeavor to enrich our talent pool in terms of both quality and quantity. As a tool for this purpose, wehave established the Global Mobility Policy (common rules for the Sumitomo Corporation Group
regarding treatment and benefits for employees when relocating overseas) and Job Grading, whichenables us to compare the size of jobs on a global basis. We are also building a human resource
database on a global basis.
Toward the sustainable growth of the Sumitomo Corporation Group, we will promote active
assignment and appointment of locally hired managers in our overseas organizations, together withcross-organizational or cross-border assignment of other locally employed personnel including groupcompany employees.
[Principle 2-6]
The Company has adopted a defined benefit corporate pension plan (contract type).
It also deploys personnel with financial market and investment experience as investment managers andmanages the investment operations of pension assets. When selecting an external asset manager, the Company
sufficiently checks investment management track records and management structures including governancewhile periodically monitoring the conditions of them even after the commencement of investment
management operations.
Furthermore, the Pension Management Committee, which is chaired by the Chief Administration Officer andcomprised of managers in charge of human resources, finance and accounting organizations, verifies
investment results and the financial position of pension assets, reports them to the Management Council andalso discloses them to the pension holders.
[Principle 3-1](i) Company objectives (e.g., business principles), business strategies, and management plan
▪ Business Principles
Refer to the Sumitomo Corporation Group Management Principles and Activity Guidelines—as well as
Sumitomo’s Business Philosophy, on which they are based—which the Company makes public on its website(https://www.sumitomocorp.com/en/jp/about/policy/principles).
▪ Medium-Term Management Plan
Additionally, refer to the medium-term management plan, which the Company also makes public on its
website (https://www.sumitomocorp.com/en/jp/about/policy/mid-term).
(ii) Refer to the Sumitomo Corporation Corporate Governance Principles, which summarize the Company’s
basic views and policy with regard to corporate governance, and are made public on the Company’s website.
(https://www.sumitomocorp.com/jp/-/media/Files/hq/about/governance/detail/principle.pdf?la=en)(iii) Refer to the policies and procedures of the Board of Directors for determining the remuneration of
Directors and Executive Officers, which are disclosed in the Company’s annual securities report (yukashoken
houkokusho), and in this corporate governance report in the section entitled “II. Business Management
Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business,
and Oversight in Management” under “1. Organizational Composition and Operation [Director
Remuneration]” and “2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination andRemuneration Decisions (Overview of Current Corporate Governance System) [Remuneration Decisionmaking Function].”-5-

(iv) Refer to the Company’s policies and procedures regarding appointment and dismissal of Directors andAudit & Supervisory Board Members, which are disclosed in this corporate governance report in the section
entitled “II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management” under “2. Matters on Functions ofBusiness Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview of Current
Corporate Governance System) [Nomination Function, etc.].”(v) Refer to the reasons for nominating candidates for the posts of Outside Director and Outside Audit &Supervisory Board Member, which are disclosed in the reference documents within the Notice of Convocationof the Ordinary General Meeting of Shareholders, and in this corporate governance report in the section
entitled “II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management” under “1. Organizational
Composition and Operation [Directors] and [Audit & Supervisory Board Members].” Refer also to the reasonsfor nominating candidates for the posts of internal Director and internal Audit & Supervisory Board Member,which are disclosed in the reference documents within the Notice of Convocation of the Ordinary General
Meeting of Shareholders (https://www.sumitomocorp.com/en/jp/ir/stock/stmt).
Refer to the Company’s policies and procedures regarding the selection and dismissal of Executive Officers,which are disclosed in this corporate governance report in the section entitled “II. Business Management
Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business,
and Oversight in Management” under “2. Matters on Functions of Business Execution, Auditing, Oversight,
Nomination and Remuneration Decisions (Overview of Current Corporate Governance System) [Nomination
Function, etc.].”[Supplementary Principle 3-1-3]• The Company’s efforts towards sustainability are explained in “Sustainability initiatives” in this report (III.
Implementation of Measures for Shareholders and Other Stakeholders >> 3. Measures to Ensure Due
Respect for Stakeholders >> Implementation of Environmental Activities, CSR Activities etc.). In addition,please refer to the explanations under the heading “Disclosure under the TCFD and IBC framework” in thisreport (III. Implementation of Measures for Shareholders and Other Stakeholders >> 3. Measures to Ensure
Due Respect for Stakeholders >> Implementation of Environmental Activities, CSR Activities etc.).
• [Investment in human capital development]
As set out in the Global HR Management Policy, the Sumitomo Corporation Group aims to be “a group ofindividuals creating new value on a global scale, sharing the Sumitomo Corporation Group’s vision andmission, and maintaining high aspirations and a continuous intrinsic motivation with Enterprising Spirit.”
In addition, the Group aims to build a “Great Place to Work” on a global scale, where individuals
continuously and passionately create new value, and also aims to be an organization that is recognized for
nurturing talents that continuously take on new challenges throughout the world.
To ensure the sustainable growth of the Sumitomo Corporation Group in line with the Medium-Term
Management Plan “SHIFT 2023”, we are re-allocating management resources across the Group. In
particular, we are promoting optimal allocation of human resources in conjunction with the rebuilding ofour business portfolio as well as strategic allocation of human resources to businesses where company-wide
investment funds are allocated.
With an overview of the company-wide talent shift according to the Medium-Term Management Plan
“SHIFT 2023”, we are accelerating the re-allocation of personnel in line with the business portfolio shiftby taking into consideration not only the staffing needs of each organization but also the matching ofbusiness needs with each individual’s aptitude and career aspirations, through expansion of measures suchas open recruitment within the company.
The Global HR Management Policy declares that the Sumitomo Corporation Group “values thefundamental significance of talent development” and “encourages individuals to grow proactively bycontinuously learning with a heightened sense of awareness.” Since we regard talent as importantmanagement capital for the Group, we offer opportunities for all individuals, regardless of their age or job
position, to continuously and proactively learn and acquire knowledge and skills required in their respective
global fields.

-6-More specifically, we offer career development training programs to help employees raise their level ofprofessionalism and demonstrate it in work performance, and training programs to strengthen “people
management skills” and “diversity, equity and inclusion management skills", to ensure that supervisors cancommunicate closely with and motivate each subordinate and lead a group of diverse individuals for thegrowth of both the organization and individuals.
In addition, to afford opportunities to acquire knowledge and skills required for business management, we
operate long-term or selective training programs on an ongoing basis. We will continue to strengthen ourefforts for talent development, to support individuals to enhance their performance in their respective fields
and contribute to the growth of the Sumitomo Corporation Group’s value.
• Company’s investment in intellectual property enhancement
The Company’s investment in business development, which extends over a variety of business fields,
focuses on additional value to be created by such means as business model transformation driven by
innovative technologies or the offering of new product designs. In addition, the Company is underpinned
not only by the competitive superiority brought about by technological innovation and creative designs orcontent, but also by its management base which comprises the Company’s diverse human resources,
multifaceted business expertise accumulated so far, the Company’s global network, trust relationships withclients and business partners, the Company’s brand value in the markets, and all other wealth of capital(intangible assets). The Company’s strategy is to integrate or combine this management base and the diverse
business functions of the business group, aiming to create new businesses and further boost businessgrowth.
In this context, the Company holds the corporate vision of “aiming to be a global organization that
constantly stays a step ahead in dealing with change, creates new value, and contributes broadly to society.”
Under this vision, we are always exploring new business models, know-how and technologies and planting
the seeds for future business development. We believe that in most of those new business models, ourexisting and future intellectual property and intangible assets can contribute toward upholding andstrengthening our high profitability, differentiation from competitors’ products or services, and pricing
power in the markets, which are expected to eventually bring about greater competitiveness and higher
profit margins in the future. Efforts to leverage intellectual property and intangible assets to create new
businesses are being deployed by respective organizations in the business group.
Furthermore, under the ongoing medium-term management plan, “SHIFT 2023,” the following six fields
are identified as next-generation growth themes, in which our management resources are to be intensively
invested.
• Digital transformation (DX):Business reform and new business development utilizing digitalsolutions and Technology x Innovation• Energy innovation:
Developing carbon-free energy, expanding power and energy services, and CO2
capture, storage and utilization• Social infrastructure: Infrastructure development in developing countries, development of social
infrastructure with new functions• Retail/consumer: Provision of value and services essential for local communities through the utilizationof data from various retail businesses• Healthcare: Creation of new businesses in the medical, health, prevention and nursing care fields• Agriculture: Expansion of services for the agricultural sector through the utilization of digitaltechnology
With a focus on the value obtained from intellectual property and intangible assets in the manner describedabove, our business investment, reinforcement and development will continue based on meticulous analyses
on how such property and assets can lead to competitiveness, differentiation and earning power.
[Supplementary Principle 4-1-1]
The functions of the Board of Directors are to supervise business execution and to make decisions relating toimportant management matters including basic management policies such as business plans. The Board also
makes decisions on important aspects of business execution required by laws and regulations and theCompany’s Articles of Incorporation to be decided by the Board of Directors. Standards for such decisionmaking are stipulated in the Company’s internal rules, Matters Related to the Administration of Board of
Directors.

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Decision-making and execution regarding matters not required by the foregoing internal rules to be decided
by the Board of Directors are delegated to the Management Council, the decision-making body at theoperational execution level, and to the Executive Officers. Moreover, the foregoing internal rules specify thatdecisions and progress with execution relating to matters delegated to the Management Council and the
Executive Officers should be reported to the Board of Directors. The Board of Directors uses such reports andrelated information as a means to supervise decision-making and business execution by the Management
Council and the Executive Officers.
[Principle 4-8]
Of the eleven Directors, five are Outside Directors, and they meet the standards set by the Company forindependence of Outside Directors, as well as the standards related to independence set by the financial
instruments exchange that the Company is listed on.
[Principle 4-9]
For details of standards related to the independence of Outside Directors and Outside Audit & Supervisory
Board Members from the Company, refer to the Standards for Appointment and Independence of Outside
Directors and Outside Audit & Supervisory Board Members, which the Company has set down and madepublic on its website.
(https://www.sumitomocorp.com/jp/-/media/Files/hq/about/governance/detail/outdirec_independ.pdf?la=en）[Supplementary Principle 4-10-1]
The Nomination and Remuneration Advisory Committee serves as an advisory board to the Board of
Directors. A majority of committee members shall be Outside Directors, with one of them acting as thecommittee chairperson. This scheme helps to enhance the independence, objectivity and transparency of theBoard of Directors’ function for executive nomination and remuneration.
The Company’s view on the composition and independence of the Nomination and Remuneration Advisory
Committee, the scope of authority and roles assigned to the committee and other related information aredisclosed in the following section in this report (II. Business Management Organization and Other Corporate
Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management >>1. Organizational Composition and Operation >> Committee’s Name, Composition, and Attributes of
Chairperson >> Supplementary Explanation).
[Supplementary Principle 4-11-1]• For details of the appropriate balance between knowledge, experience, and skills of the Board of Directors
as a whole, and the Company’s view with regard to the diversity and appropriate size of the Board of
Directors, refer to the Sumitomo Corporation Corporate Governance Principles, which are made public on
the Company’s website.
(https://www.sumitomocorp.com/jp/-/media/Files/hq/about/governance/detail/principle.pdf?la=en)• Refer to the Company’s policies and procedures regarding appointment of Directors, which are disclosed
in this corporate governance report in the section entitled “II. Business Management Organization and Other
Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight inManagement” under “2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination andRemuneration Decisions (Overview of Current Corporate Governance System) [Nomination Function,etc.].”• Refer to the skill matrix posted in the end of this corporate governance report, which indicates the types ofknowledge, experience and competencies, etc. (collectively, “Skills”) that the Board of Directors is required
to possess for fulfilling its roles, and which Directors or Audit & Supervisory Board Members currently in
office possess such Skills.
[Supplementary Principle 4-11-2]
The Company discloses significant positions concurrently held by Directors, Audit & Supervisory Board
Members, and candidates for those posts on an annual basis in disclosure documents such as the reference
documents within the Notice of Convocation of the Ordinary General Meeting of Shareholders, the business
report, and the Company’s annual securities report.
[Supplementary Principle 4-11-3]-8-

Evaluation of the Board of Directors
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 selfevaluation 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 membersof the Board of Directors discussed the methods and items of the effectiveness evaluation and made thefollowing revisions:
1. We have changed the questionnaire from “anonymous” format to “named” format as we considered that
it is important to understand the background of the respondents and their opinions as well as theirawareness of issues in order to deepen discussions based on the opinions expressed in the questionnaire,and judged that frank exchange of opinions is sufficiently conducted at the Board of Directors at present.
2. On top of that, we have decided to stop using a third party for interviews for this effectiveness evaluation.
Instead, we have decided to enhance the process of discussing issues and improvement actions among
all the members of the Board of Directors based on the results of the “named” questionnaire.
3. In the questionnaire, while remaining the basic questions unchanged in order to observe the progress ofimprovement from a fixed point of view, we have further narrowed the questions down to the main issues,and have adopted a format in which each Director and Audit & Supervisory Board Member wrote freely
what he or she has considered to be issues.
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 theeffectiveness of the Board of Directors.
1. Evaluation Methods(1) Individuals EvaluatedAll eleven Directors and five Audit & Supervisory Board Members(2) Implementation method
We conducted a questionnaire survey (responses with names) in December 2022. Based on the results,
Directors and Audit & Supervisory Board Members held multiple discussion to evaluate and analyze theresults, and to identify the issues and the initiatives for how we should improve them.
(3) Evaluation Items(i) functions and roles of the Board of Directors(ii) agenda items of the Board of Directors(iii) quality and content of discussion at the Board of Directors(iv) provision of support and information to members of the Board of Directors(v) composition of the Board of Directors(vi) an advisory body to the Board of Directors(vii) fulfillment of roles by the Chairman of the Board of Directors(viii) fulfillment of roles by internal Directors(ix) fulfillment of roles by Outside Directors(x) expectation for roles of Audit & Supervisory Board Members(xi) overall evaluation, etc.
(4) Third Party Assistance
We received advice and assistance from a third party (external consultant) in determining the questions forthe questionnaire, etc.
2. Evaluation Results Overview
All Directors and Audit & Supervisory Board Members held discussions based on the results of thequestionnaire, and evaluated that the Board of Directors is functioning effectively overall, with the level of its
operations and performance of functions improving year by year through constant efforts. The main opinions
were as follows:
The agenda of the Board of Directors is systematically discussed and appropriately set. In particular,
monitoring of the implementation of the strategy based on the medium-term management plan is
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



regularly and comprehensively addressed, and sufficient time is spent on discussions. In the future, it isadvisable to spend more time discussing geopolitical events and other environmental change that may
give impact on our management, as well as the medium- to long-term management strategies based onsuch impact.
Providing prior briefing to Directors and Audit & Supervisory Board Members, sharing of discussionsat Management Council and its questions and answers at the advance briefings with them, and holdingof meetings of outside Directors and Audit & Supervisory Board Members have invigorated essential
discussions at the Board of Directors. The constructive questions and answers and sufficient exchangeof opinions on each agenda have contributed to the enhancement of monitoring and decision-making
functions of the Board of Directors.
Outside Directors have provided suggestions and advice based on their expertise and experience. The
Outside Directors have contributed to fulfillment of the supervisory function by the Board of Directors
by providing opinions from the viewpoints of various stakeholders, which are difficult for internalmanagement and officers to recognize.

In addition, in this effectiveness evaluation, we returned to and discussed the most essential issues of theBoard of Directors, such as “what functions and roles the Board of Directors should play”. Although it isnecessary to continue to discuss this issue, we will carry out the actions including below, to further strengthen
and enhance our corporate governance, based on the results of this discussion.

From the perspective of strengthening both the management and monitoring functions of the Board of
Directors and increasing corporate value, we will continue to set appropriate agenda items and deepen
discussions on medium- to long-term management policies.

We will improve the quality of discussions at the Board of Directors by establishing a new organization
to support communications between the Board of Directors and the managements/officers, and byadvancing initiatives such as reviewing agenda items for the Board of Directors, preparing concise
materials and organizing discussion points.
[Supplementary Principle 4-14-2]
The Company provides its Outside Directors and Outside Audit & Supervisory Board Members withinformation as required in order to deepen their understanding of the Sumitomo Corporation GroupManagement Principles, as well as the Company’s business management, activities, organization, and related
matters. In addition, for its Directors and Audit & Supervisory Board Members, including Outside Directors
and Outside Audit & Supervisory Board Members, the Company provides, arranges, and covers expenses foropportunities to acquire knowledge of its business, finances, organization and other matters necessary forthem to fulfill their roles and responsibilities.
[Principle 5-1]
[Basic policy of dialogue with shareholders]
The Company endeavors to explain its business management and activities, holding a range of meetings asopportunities for communication with shareholders and investors. These include the general meeting ofshareholders, quarterly financial results briefings, and individual meetings.
Dialogue with shareholders and investors is supervised by Executive Officers assigned to act as the persons
responsible for such dialogue, while the relevant departments within the Company liaise to distributeinformation and gather opinions from shareholders and investors.
When conducting dialogue with shareholders and investors, insider information is managed appropriately inaccordance with the internal Rules for the Prevention of Insider Trading.
[Implementation systems and activities]
To achieve its sustainable growth and increase its corporate value over medium- to long-term, the Company
promotes dialogue with stakeholders, including shareholders and investors, which is provided by top
management, including the President and Chief Executive Officer, taking into account the requests and major
concerns of shareholders and investors, in direct communication opportunities.
As an organization to promote dialogue with shareholders and investors, the Company has established a
Corporate Communication Committee chaired by the CSO (*1) and consisting of the CFO (*2) and CAO (*3)
- 10 -

to ensure the integrity of our external communications. The committee has also established an IR/SR
subcommittee to promote more effective IR/SR (Shareholder Relations) activities. At its regular meetings, theCorporate Communication Committee discusses IR/SR activity policies, challenges, and measures to enhancedialogue with shareholders and investors. The Company also has a system in place to provide timely feedback
to management on external opinions and requests obtained through IR and SR activities. The Company has
also established the Investor Relations Department., which is dedicated to IR and SR activities. Whilecollaborating with other relevant corporate departments in a coordinated fashion, it serves as an organizationthat aims to plan and manage various IR and SR activities, disclose information to meet expectations ofshareholders and investors, and obtain opinions from outside through IR and SR activities to help improve
management quality in a timely manner.
(*1) CSO (Chief Strategy Officer)(*2) CFO (Chief Financial Officer)(*3) CAO (Chief Administration Officer)▪ General Meeting of Shareholders
The Company proactively discloses not only information required by law but also information on theenvironmental, social and governance (ESG) and corporate governance initiatives etc. within the Notice ofConvocation of the General Meeting of Shareholders, and strives to provide in-depth explanations in response
to questions from shareholders at the General Meeting. Refer to the details which are disclosed in thiscorporate governance report in the section entitled “III. Implementation of Measures for Shareholders andOther Stakeholders” under “1. Measures to Vitalize the General Shareholder Meetings and Smooth Exerciseof Voting Rights.”▪ Institutional investors (in and outside Japan)
In Japan, quarterly financial results briefings for Japanese institutional investors are conducted by the
President & CEO and the CFO. Business units also hold briefings to report on their businesses regularly.
Semiannual small meetings are conducted by the President & CEO and the CFO.
Meetings with individual institutional investors are vigorously conducted by the President & CEO, the CFO,
and Investor Relations Department. For overseas, we have continued to visit institutional investors, mainly inEurope, North America, and Asia. (A total of nine visits to overseas investors in fiscal 2022.)
Additionally, the Company has held ESG briefings from fiscal 2018. From fiscal 2019, the Company has held
an Investor Day to have a deep dialogue with institutional investors, aiming to deepen their understanding of
the Company’s initiatives for medium- to long-term growth. The Company has held one-on-one meetings
with managers in charge of exercising voting rights and ESG analysts at institutional investors (SR activities)
in and outside Japan, organized jointly by the Investor Relations Department, the Corporate Sustainability
Department, and the Corporate Legal & General Affairs Department).
▪ Individual investors
The Company periodically holds briefings at physical venues in some major cities in Japan and online
briefings on several occasions every year.
To shareholders and investors, the Company discloses not only financial but also non-financial information,
including that related to ESG. By presenting the Group’s medium- to long-term efforts to increase its corporate
value, the Company strives to enhance dialogue with them.
<List of activities in fiscal 2022>
President and CEO: General Meeting of Shareholders, financial results briefings (2 times), Investor Day,
dialogue with institutional investors in and outside Japan (17 times), briefings for individual investors (2times)
CFO: General Meeting of Shareholders, financial results briefings (4 times), dialogue with institutional
investors, analysts, and other stakeholders in and outside Japan (23 times)
CFO: General Meeting of Shareholders, financial results briefings (2 times), dialogue with institutional
investors, analysts, and other stakeholders in and outside Japan (once), Investor Day
CAO: General Meeting of Shareholders
Investor Relations Department:- 11 -

Dialogue with institutional investors, analysts, and other stakeholders in and outside Japan. (approx. 250
times, including 24 ESG/SR meetings), Investor Day, briefings for individual investors (11 times)[Action to implement management that is conscious of cost of capital and stock price]
Refer to our website regarding this matter.
(https://www.sumitomocorp.com/en/jp/ir/investors/enhancement)[Status of dialogue with shareholders, etc.]
Refer to the "Q&A" sections of each briefing on our website for the details of the dialogue with investors andanalysts at each session.
(https://www.sumitomocorp.com/en/jp/ir)
Also refer to the "IR/SR Activities" sections of the Integrated Report.
(https://www.sumitomocorp.com/en/jp/ir/financial/investors-guide/2022)

2. Capital Structure
Foreign Shareholding Ratio

More than 30%
New[Status of Major Shareholders]Name / Shareholder Name
The Master Trust Bank of Japan, Ltd. (trust account)
EUROCLEAR BANK S.A./N.V
Custody Bank of Japan, Ltd. (trust account)
Sumitomo Life Insurance Company
JP Morgan Securities Japan Co., Ltd.
STATE STREET BANK WEST CLIENT - TREATY
505234
Mitsui Sumitomo Insurance Company, Limited
Nippon Life Insurance Company
JP MORGAN CHASE BANK 385781
Barclays Securities Japan Limited
Controlling Shareholder (except for Parent
Company)
Parent Company
Supplementary Explanation

Number of Shares Owned
198,860,700
107,909,349
67,060,400
30,855,000
22,152,242
19,453,964

Percentage (%)
16.28
8.83
5.49
2.53
1.81
1.59

15,000,000
14,879,067
14,737,152
12,900,000

1.23
1.22
1.21
1.06

―
No

New

The shareholding ratio is calculated by dividing the number of shares held by the number of shares
outstanding, which is derived by deducting treasury stock (1,218,637 shares) from thetotal number of issued shares, and rounding to the nearest hundredth of a percent.

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Prime Market

Fiscal Year-End

MarchType of Business

Wholesale Trade- 12 -

Number of Employees (consolidated) as of the
End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year

More than 1000
More than ¥1 trillion
More than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―

5. Other Special Circumstances which may have Material Impact on Corporate Governance
1. Views and policies on group management
With business units in the Company and regional organizations in Japan and overseas working together, our
Sumitomo Corporation Group is developing a wide range of business activities in a wide range of industrial
fields globally through Subsidiary and Associated company (collectively hereinafter referred to as "Group
Companies").
The management policy of our Company Group is to respect "autonomous" management by each Group
Company, and to be involved in important decision-making at the board of directors or organization equivalent
to the board of directors of each Group Company based on the relationship of trust established through active"dialogue" as a shareholder, and to create new value through strong "cooperation" of each Group Company
including the Company.
In order to maximize our group's corporate value through sharing and putting into practice the principles ofGroup management, the Company has established a Group Management Policy that sets the three principlesof Group management: “autonomy”, “dialogue”, and “cooperation”.
2. Significance of having a listed subsidiary based on the above views and policies
The Company has a listed subsidiary, SCSK Corporation (Tokyo Stock Exchange Prime Market; hereinafter“SCSK”). In order to increase the corporate value of SCSK as well as of the entire Group including SCSK, it
is considered appropriate for SCSK to remain as a listed company, considering the current competition andmarket environment in the business area of SCSK. More specifically, the benefits of being a listed company
include: enhancing motivation among the officers and employees of SCSK; enhancing corporate credibility
through the establishment and operation of various governance systems, including the transparency ofbusiness management and internal control; increasing the corporate presence; increasing brand strengths in
hiring employees; and establishing a solid financial basis including better financing capability. These benefits
should also lead to the further development of trust with customers and business partners as well as to thehigher credibility of businesses and services conducted by SCSK.
Moreover, it will be beneficial for both the Company and SCSK in terms of increasing corporate value once
these two companies leverage their respective strengths while sharing business strategies, and collaborateclosely in corporate management for the following areas: supporting and enhancing global business execution
through the development and operation of the Group’s IT platforms; and global business creation in such areas
as digital transformation (DX) and open innovation. These initiatives should then lead to the maximization of
corporate value across the Group.
3. Measures to ensure the effectiveness of the governance system at the listed subsidiary
As stated above, the Company respects the autonomous management of Group Companies, and accordingly
entrusts the management of SCSK to the management officers of SCSK. In addition, SCSK effectively
employs the outside directors who are independent of the Company and establishes and operates its effective
corporate governance system to ensure independent decision-making in light of the risk of conflicts of interest
between the parent company and general shareholders of SCSK.
On the other hand, the Company requires prior consultation and reporting by SCSK on matters that could
have a significant impact on SCSK’ s corporate value, such as SCSK’ s execution of important operations andcompliance issues, from the perspective of maintaining and enhancing SCSK’ s corporate value and the- 13 -

necessity of risk management based on the construction and operation of internal control for the entire Group,
while ensuring that SCSK’ s independent decision-making is secured.

- 14 -

II. Business Management Organization and Other Corporate Governance Systems regarding Decisionmaking, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Company with Audit & Supervisory Board

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation

N/A
1 yearNumber of Directors

Chairperson (Excluding individual holding concurrent
position as president)
11

Appointment of Outside Directors

Yes

Number of Outside Directors

5

Number of Independent Directors

5

Chairperson of the Board

Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*

a
b
c
d
e
f
g
h
i
j
Kimie Iwata
From another company
Hisashi Yamazaki
LawyerAkiko Ide
From another company△
Takashi Mitachi
From another company△
Takahisa Takahara
From another company○* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the pastka. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a director/audit & supervisory board member
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/audit & supervisory board
members are mutually appointed (the director himself/herself only)- 15 -

j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others
Outside Directors’ Relationship with the Company (2)Name

Designationas
Independent
Director○

Supplementary
Explanation of
the Relationship―

Ms. Iwata served in several key positions formany 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 forprivate companies. Through these and other roles,
Ms. Iwata has accumulated wide-ranging
knowledge and a wealth of experience in business
management, corporate governance, corporatesocial responsibility, and diversity, etc.; she is also
honest in character, as well as highly insightful
and capable. Ms. Iwata will contribute to theCompany’s aims of ensuring appropriate decisionmaking from diverse perspectives inboard meetings and further enhancing supervisory
functions, and is thus judged to be qualified for therole of Outside Director of the Company and to beable to perform her duties properly in that
position. For these reasons, she is appointed as the
position of Outside Director.

Kimie Iwata○

Reasons of Appointment

Ms. Iwata meets the standards set by Sumitomo
Corporation for Independence of Outside
Directors, and also meets the standards related toindependence set by the financial instruments
exchange that the Company is listed on. The
Company has notified the exchange of her status
as an independent director.
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 atlaw. He is also honest in character, as well as
highly insightful and capable. Mr. Yamazaki willcontribute 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 thesereasons, he is appointed as the position of Outside
Director.

―

HisashiYamazaki

Mr. Yamazaki meets the standards set by
Sumitomo Corporation for Independence ofOutside Directors, and also meets the standards- 16 -

○

Akiko Ide○

Takashi Mitachi

Takahisa
Takahara○

related to independence set by the financial
instruments exchange that the Company is listed
on. The Company has notified the exchange of his
status as an independent director.
Ms. Ide served in several key positions for many
years at a major telecommunications carrier,working as a group company executive and as afull time audit & supervisory board member of theparent (holding) company. Through these andother roles, Ms. Ide has accumulated wideranging knowledge and a wealth of experience ininformation and communications, business
management, and corporate governance, etc.; sheis also honest in character, as well as highly
insightful and capable. Ms. Ide will contribute to
the Company’s aims of ensuring appropriate
decision-making from diverse perspectives inboard meetings and further enhancing supervisory
functions, and is thus judged to be qualified for therole of Outside Director of the Company and to beable to perform her duties properly in that
position. For these reasons, she is appointed as the
position of Outside Director.

Ms. Ide served until
June
2014
as
Executive
GeneralManager at NTT
DOCOMO, INC., withwhich the Company
hasbusinesstransactions. However,
the transaction amountbetween the Company
and NTT DOCOMO,
INC. is negligible –less than 0.1% of NTT
DOCOMO,
INC.’stotal
consolidated
operatingrevenues
and the Company’s
total
consolidated
revenues respectively.
We have therefore
determined that her Ms. Ide meets the standards set by Sumitomo
independence
is Corporation for Independence of Outside
unaffected.
Directors, and also meets the standards related toindependence set by the financial instruments
exchange that the Company is listed on. The
Company has notified the exchange of her status
as an independent director.
Mr. Mitachi served Mr. Mitachi served in several key positions for
until April 2017 as many years at a major US consulting firm.
Vice Chairman at Through these and other roles, Mr. Mitachi has
KEIZAI DOYUKAI accumulated wide-ranging knowledge and a(Japan Association of wealth of experience in business management andCorporate
enterprise risk management, etc.; he is also honest
Executives), to which in character, as well as highly insightful andthe Company pays capable. Mr. Mitachi will contribute to themembership fees, etc. Company’s aims of ensuring appropriate decisionHowever, the amount making from diverse perspectives in board
is negligible – less meetings and further enhancing supervisory
than 0.9% of the functions, and is thus judged to be qualified for the
association’s
total role of Outside Director of the Company and to beordinary revenue. We able to perform his duties properly in that position.
have
therefore For these reasons, he is appointed as the position
determined that his of Outside Director.
independence
isunaffected.
Mr. Mitachi meets the standards set by Sumitomo
Corporation for Independence of Outside
Directors, and also meets the standards related toindependence set by the financial instruments
exchange that the Company is listed on. The
Company has notified the exchange of his status
as an independent director.
Mr. Takahara engages Mr. Takahara has held several key positions forin the execution of many years at a major consumer goods- 17 -

operational duties as
President & CEO of
UNICHARM
CORPORATION. The
Company
and
UNICHARM
CORPORATION
jointly invest in The
Hartz
MountainCorporation, and thisinvestment is based onashareholders’agreement between thetwocompanies.
However, the amountinvestedbytheCompany is negligible– less than 0.1% of its
total
consolidated
assets and less than
1.0% of UNICHARMCORPORATION’s
total
consolidated
assets.
We
havetherefore determinedthat his independence
is unaffected.
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

manufacturer, serving as Director, SeniorDirector, and President & CEO. Through theseand other roles, Mr. Takahara has accumulated
wide-ranging knowledge and a wealth ofexperience in business management; he is also
honest in character, as well as highly insightful
and capable. Mr. Takahara will contribute to theCompany’s aims of ensuring appropriate decisionmaking from diverse perspectives in board
meetings and further enhancing supervisory
functions, and is thus judged to be qualified for therole of Outside Director of the Company and to beable to perform his duties properly in that position.
For these reasons, he is appointed as the positionof Outside Director.
Mr. Takahara meets the standards set by
Sumitomo Corporation for Independence ofOutside Directors, and also meets the standards
related to independence set by the financial
instruments exchange that the Company is listed
on. The Company has notified the exchange of his
status as an independent director.

Established

Committee’s Name, Composition, and Attributes of Chairperson

All Committee Members

Committee
Corresponding
toNomination Committee
Nomination and Remuneration
Advisory Committee
5Committee
Corresponding
toRemuneration Committee
Nomination and Remuneration
Advisory Committee
5

Full-time Members

00Inside Directors

22

Outside Directors

33Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Committee’s Name

Supplementary Explanation
The Nomination and Remuneration Advisory Committee is composed of the Chairman of the Board of
Directors, the President and Chief Executive Officer and three outside directors. The Nomination andRemuneration Advisory Committee is in charge of reviewing (1) policies and procedures regarding
appointment and dismissal of the President and Chief Executive Officer, (2) policies and procedures regarding- 18 -

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 ofRepresentative 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. Additionally, the committee will also deliberate anddetermine any matters delegated by the board of directors that are not included in (1) to (8) mentioned above,and report the outcome of such deliberation or decision to the board of directors. In fiscal 2022, theNomination and Remuneration Advisory Committee met 7 times to deliberate the abovementioned matters,
and submitted the results thereof as recommendations to the Board of Directors. All committee members
attended all of the 7 meetings. Overview of the Nomination and Remuneration Advisory Committee is asfollows:▪ Composition of the Nomination and Remuneration Advisory Committee(1) The Nomination and Remuneration Advisory Committee shall be comprised of internal and external
members, with the majority of committee members being the latter. The number of committee members shallbe set within the range that enables the committee to carry out thorough consultations and to make prompt
and reasonable decisions. Specifically, the committee shall have a total of five members, including two
internal members consisting of the Chairman of the Board of Directors and the President and Chief Executive
Officer, and three external members who are Outside Directors.
(2) The Chairperson of the Nomination and Remuneration Advisory Committee is required to be an external
member.
(3) The Chief Administration Officer (Human Resources Department) shall serve as the secretariat.
▪ Selection criteria for external committee members
The external members shall consist of those Outside Directors who specifically have extensive knowledge
and experience as well as deep insights, both in and outside the Company, concerning the breadth of issues tobe deliberated by the committee. The composition of external members shall ensure diversity in terms ofknowledge, experience, specialty and so on.
▪ Method for selecting external committee members
External committee members are selected by a resolution of the Board of Directors.
▪ Method for selecting the Chairperson
The Chairperson shall be appointed by a resolution of the Board of Directors based on the outcome of anelection by committee members’ mutual vote.
▪ Handling when the Chairperson has an accident or for other reasons
If the Chairperson is unable to act or is otherwise unavailable, another external member shall act in place of
the Chairperson in the order decided by a resolution of the Board of Directors in which the external members
shall exercise their authority to act on behalf of the Chairperson.
▪ Term of office for external committee members and the Chairperson
The terms of office for external committee members and the Chairperson are the same as their term as a
Director.
▪ Resolution method
Any resolution on an agenda item of the Nomination and Remuneration Advisory Committee is required tobe made by a majority of members present at a meeting attended by a majority of committee members.
▪ Convener
The Nomination and Remuneration Advisory Committee is convened by the Chairperson.

- 19 -

[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory
Board Members Stipulated in Articles of

N/A

Incorporation
Number of Audit & Supervisory Board Members

5

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit
Department
Audit & Supervisory Board Members, Accounting Auditor and the Internal Audit Department periodicallyexchange information to enhance cooperation between them. The Company has established the Internal
Auditing Department under the direct supervision of the President and Chief Executive Officer as anindependent body for company-wide monitoring of operations. The department maintains close contact with
the Audit & Supervisory Board Members and Accounting Auditor, such as by reporting audit plans and theresults of internal auditing to them in a timely manner, so as to contribute to effective auditing by the Audit &Supervisory Board Members and Accounting Auditor.
The Audit & Supervisory Board Members endeavor to ascertain the audit activities of the Accounting Auditor
and to exchange information with the Accounting Auditor by holding regular meetings; they also strive toimprove the efficiency and quality of their own audit activities, such as by attending the Accounting Auditor’s
audit review meetings, and being present for inventory audits.
In fiscal 2022, the remuneration paid to KPMG AZSA LLC, the Company’s Accounting Auditor, was asfollows:(a) Fees for services described in Article 2, paragraph (1) of the Certified Public Accountants Act (attestation
services) …¥521 million(b) Fees for services other than those described in Article 2, paragraph (1) of the Certified Public Accountants
Act…¥20 million(c) Total remuneration paid to the Accounting Auditor for fiscal 2022…¥541 million(d) Total amount of cash and other financial benefits payable by the Company and its consolidated
subsidiaries to the Accounting Auditor (including (c))…¥1,141 million
Notes:
1. In line with the “Practical Guidelines for Collaboration with Accounting Auditors” published by the Japan
Audit & Supervisory Board Members Association, the Company’s Audit & Supervisory Board checks thedetails of audit plans, the performance of duties during the preceding fiscal year, the calculation bases forremuneration estimates, etc., and gives due consideration to these findings when approving compensation,etc. for the Accounting Auditor, as stipulated in Article 399, paragraph (1) of the Companies Act.
2. The audit agreement between the Company and the Accounting Auditor does not differentiate
remuneration and other fees relating to the audit based on the Companies Act from remuneration andother fees relating to the audit based on the Financial Instruments and Exchange Act, and the two typesof remuneration cannot actually be differentiated. Therefore, the above amounts show the total of these
two types of remuneration and other fees.
3. The Company pays remuneration to the Accounting Auditor for creating comfort letters, etc. in addition
to the service defined in Article 2, paragraph (1) of the Certified Public Accountants Act.
4. Some of the consolidated subsidiaries are audited by audit firms other than the Company’s Accounting
Auditor.
In addition, the Audit & Supervisory Board Member attends the Internal Control Committee’s meetings, andreceives reports on the status of the Company’s internal control systems in a timely manner.

- 20 -

Appointment of Outside Audit & Supervisory
Board Members
Number of Outside Audit & Supervisory Board
Members
Number of Independent Audit & Supervisory
Board Members

Appointed
33Outside Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

Relationship with the Company*a b c d e
f g h
i
j
k
Toshio Nagai
LawyerYoshitaka Kato
CPA
Yukiko Nagashima
From another company△* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the pastlma. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Audit & Supervisory Board Member of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as an audit & supervisory board member
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the audit & supervisory board member himself/herself only)
k. Executive of a company, between which and the Company outside directors/audit & supervisory board
members are mutually appointed (the audit & supervisory board member himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the audit & supervisoryboard member himself/herself only)
m. Others- 21 -

Outside Audit & Supervisory Board Members’ Relationship with the Company (2)Name

Designationas
Independent
Audit&
Supervisory
Board
Members○

Supplementary
Explanation of
the Relationship―

Mr. Nagai has highly specialized knowledge and awealth of experience in law based on his career overmany years as a judge and attorney at law. He is also
honest in character, as well as highly insightful andcapable. Mr. Nagai will contribute to theCompany’s aim of conducting audits from diverse
perspectives, and is thus judged to be qualified forthe role of Outside Audit & Supervisory Board
Member of the Company and to be able to perform
his duties properly in that position. For thesereasons, he is appointed as the position of Outside
Audit & Supervisory Board Member.

Toshio Nagai○

Mr. Nagai meets the independence standards
respectively set by the Company, the financial
instruments exchange that the Company is listed on.
The Company has notified the exchange of his
status as an independent auditor.
Mr. Kato has highly specialized knowledge and awealth of experience in finance, accounting, andcorporate auditing based on his career over many
years as a certified public accountant. He is also
honest in character, as well as highly insightful andcapable. Mr. Kato will contribute to the Company’s
aim of conducting audits from diverse perspectives,and is thus judged to be qualified for the role ofOutside Audit & Supervisory Board Member of theCompany and to be able to perform his duties
properly in that position. For these reasons, he isappointed as the position of Outside Audit &Supervisory Board Member.

―

Yoshitaka Kato○

YukikoNagashima

Reasons of Appointment

Ms.
Nagashimaserved until March2016
asRepresentative
Director at Recruit
Staffing Co., Ltd.
with which theCompanyhasbusinesstransactions.
However,the- 22 -

Mr. Kato meets the independence standards
respectively set by the Company, the financial
instruments exchange that the Company is listed on.
The Company has notified the exchange of his
status as an independent auditor.
Ms. Nagashima has highly specialized knowledge
and a wealth of experience in corporate
management and corporate governance based onher career over many years in which she held key
positions at a major comprehensive humanresources company (holding company), as well as
experience managing group companies and serving
as a full-time audit & supervisory board member at
the holding company and an outside director at amajor corporation. She is also honest in character,as well as highly insightful and capable. Ms.

transaction amountbetweentheCompany
andRecruit
Staffing
Co.,
Ltd.
is
negligible – less
than
0.1%
of
Recruit
Staffing
Co., Ltd.’s total
annual sales. We
havetherefore
determined that her
independence
isunaffected.

Nagashima will contribute to the Company’s aim of
conducting audits from diverse perspectives, and isthus judged to be qualified for the role of Outside
Audit & Supervisory Board Member of theCompany and to be able to perform her duties
properly in that position. For these reasons, she isappointed as the position of Outside Audit &Supervisory Board Member.
Ms. Nagashima meets the independence standards
respectively set by the Company, the financial
instruments exchange that the Company is listed on.
The Company has notified the exchange of her
status as an independent auditor.

[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Directors/Audit &Supervisory Board Members

8

Matters relating to Independent Directors/Audit & Supervisory Board Members
All of Outside Directors and Outside Audit & Supervisory Board Members in the Company meet theCompany's internal rule of Standards for Appointment and Independence, and also the criteria for
independence set by the financial instruments exchange on which the Company is listed. The Company hasregistered all these individuals as independent executives based on the exchange’s respective provisions.
(https://www.sumitomocorp.com/jp/-/media/Files/hq/about/governance/detail/outdirec_independ.pdf?la=en）[Incentives]
Incentive Policies for Directors

Performance-linked
OthersRemuneration,

Stock

Options,

Supplementary Explanation
The Company’s performance-linked remuneration system for directors is comprised of a performance-linked
bonus plan and a stock-based remuneration plan.
For details about these plans, including (1) the policy on determining the ratio of performance-linked
remuneration, (2) the indicators related to performance-linked remuneration and the reason for adopting such
indicators, and (3) the method for determining the amounts of performance-linked remuneration, see thesection entitled “II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management” under “1. Organizational
Composition and Operation [Director Remuneration].”Recipients of Stock Options

Internal Directors, Employees, Other

Supplementary Explanation
New Share Acquisition Rights in the Form of Stock Options for a Stock-Linked Compensation Plan to theCompany’s Directors and Executive Officers.
[Summary of the new share acquisition rights]- 23 -

▪ FY2006 111 new share acquisition rights(Number of shares for each new share acquisition right: 1,000 shares Exercise price per share: ¥1)▪ FY2007 944 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2008 1,430 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2009 1,875 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2010 2,172 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2011 2,024 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2012 2,053 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2013 1,569 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2014 1,511 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2015 1,277 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2016 1,695 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)▪ FY2017 1,370 new share acquisition rights(Number of shares for each new share acquisition right: 100 shares Exercise price per share: ¥1)
The Company will not issue new stock options in and after fiscal 2018. Stock options issued in previous years
will remain effective.

[Director Remuneration]
DisclosureofIndividual

Remuneration

Directors’

Selected Directors

Supplementary Explanation
The Company states the total remuneration for Directors and Audit & Supervisory Board Members in its annual
securities report and business report, and makes them available for public inspection on the Company’s website.
The total amount of remuneration for the 14 Company Directors in fiscal 2022 was 1,392 million yen, with the
breakdown as follows.
▪ Monthly remuneration: ¥532 million▪ Total amount of bonus: ¥473 million▪ Total amount recorded as expenses for (a) performance-linked stock remuneration in fiscal 2022 and (b)performance-linked stock remuneration by calculating the estimated amount to be paid as monetary
remuneration receivables in accordance with the estimated number of shares to be granted in 2023: ¥91
million▪ Total amount recorded as expenses for restricted performance share unit-based remuneration by calculating
the estimated amount to be paid as monetary remuneration receivables in accordance with the estimated numberof shares to be granted in 2024 and 2025: ¥ 295 million
For individuals whose total remuneration is 100 million yen or more for the year ended March 31, 2023, thetotal remuneration and its breakdown are as follows:(Unit: Million Yen)

- 24 -

Name

Position

Monthly

Directors

remuneration’ bonuses

Performance-

Restricted

linked stock

Performance

remuneration

Share Unit-(Performance

Based

Total

Share Unit) plan Remuneration
ChairmanKuniharu

of theNakamura

Board of

149

0

25

64

237

Director

95

191

25

100

411

Director

54

86

14

38

192

Director

45

67

10

30

153

Director

34

70

0

21

125

Director

29

58

0

16

103

Director
MasayukiHyodo
Toshikazu
Nambu
Takayuki
Seishima
Reiji
Morooka
Hirokazu
Higashino

1. None of the directors above serve as a director or an audit & supervisory board member of subsidiaries of
the Company, and their remuneration are all paid by the Company.
2. The figures on the table above are rounded to the nearest million yen.

Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods(1) Matters related to policy for deciding the remuneration for individual directors(A) System for remuneration
・ The remuneration for Executive Directors and Executive Officers consists of monthly remuneration,
performance-linked bonus, and stock-based remuneration.
・ The remuneration for the Chairman of the Board of Directors consists of monthly remuneration andstock-based remuneration.
・ The remuneration for Outside Directors is fixed-amount compensation only (monthly remuneration).
(B) Ratio and remuneration standards regarding each types of 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- 25 -

setting an appropriate remuneration standards to acquire and retain highly capable management who willbring about the Company’s sustainable growth and increase of corporate value in the middle to longterm, and (ii) to design as healthy incentive to sustainable growth of the Company, based on its businessenvironment, management strategy and human resources strategy, with reference to objective
remuneration market research data, etc. provided by external specialized agencies.
(C) Policy and method on the decision of the amount of each remuneration⚫

Policy on the decision of the amount of each remuneration✓ Monthly Remuneration
Fixed amount remuneration determined based on the abovementioned standards is provided.
✓ Performance Linked Bonus・ From the perspective of reinforcing the relationship with its group’s management strategy, thetotal amount to be paid is determined in accordance with the performance management index
to be focused on in the medium-term management plan. The amount to be paid to individual
Executive Directors is distributed according to their position and personal evaluation and ispaid after the end of the fiscal year.
・ Each Executive Director is evaluated on the basis of both financial indicators and non-financial
indicators.
✓ Restricted Performance Share Unit-Based Remuneration
This remuneration is aimed at promoting efforts at optimizing its business portfolio, increasing
corporate value in the medium to long term and to ensure sustainable growth, focusing on the linkwith indicators related to environment, society and governance (ESG) together with shareholder
value. Further, we shall promote to share value with the shareholders. The actual contents and timingof payment of the stock-based remuneration for each Directors is decided by the Board of Directors
after consultation with the Nomination and Remuneration Advisory Committee.

⚫

Method on the decision of the amount of each remuneration
Remuneration of each Directors is resolved by the Board of Directors within the limit resolved at theGeneral Meeting of Shareholders. For the resolution by the Board of Directors, the details are deliberated
by the Nomination and Remuneration Advisory Committee and the results thereof are reported to theBoard of Directors. For other method, as follows;✓ Performance Linked Bonus・ The Board of Directors, reflecting reports from the Nomination and Remuneration Advisory
Committee, set assumed values for each performance management index and decide formulafor calculating the performance linked bonuses for individual Executive Directors (for the
relevant fiscal year) based on actual values for each performance management index.
・ After the end of fiscal year, Representative Director, President and Chief Executive Officer(who is delegated such decision by the Board of Directors) shall decide personal evaluationsof each Executive Directors regarding the performance management index which is a part of
the formula, following meetings with each of Executive Directors, and performance linked
bonuses for each fiscal year will be determined as per the formula, within the limit resolved at
the General Meeting of Shareholders.
・ Representative Director, President and Chief Executive Officer will report to the Nomination
and Remuneration Advisory Committee about the grading results to make sure that thepersonal evaluations are appropriate.
✓ Restricted Performance Share Unit-Based Remuneration
・ The Board of Directors, reflecting reports from the Nomination and Remuneration Advisory
Committee, decide formula for calculating the stock-based remuneration for individual
Executive Directors at the first board meeting of relevant evaluation period based on actual
values for each performance management index in several fiscal years.
・ Nomination and Remuneration Advisory Committee (who is delegated such decision by the
Board of Directors), comprised of Outside Directors, Chairman of the Board of Directors andRepresentative Director, President and Chief Executive Officer, shall decide personalevaluations of each Executive Directors on the indicator regarding environment, society, andgovernance (ESG) which is a part of the formula, and report the evaluations to the Board of
Directors.
- 26 -

(2) Remuneration system for fiscal 2023
(A) Remuneration standards and remuneration composition ratios of Executive Directors and Executive
Officers
・ We have set our remuneration standards and remuneration composition ratios to appropriate levels
in light of current business environment, business strategies and human resources strategy. We havedone so with reference to objective remuneration market research data, etc. provided by external
specialized agencies.
The image of the remuneration of Representative

Monthly

Performance-

Stock-Based

Director, President and Chief Executive Officer isRemuneration

LinkedRemuneration

as shown below.

Bonus▪ consolidated net income and basic profit cash

42%

17%

41%

32%

37%

31%

25%

50%

25%

flow: 200 billion yen▪ stock price growth rate, stock growth rate andresults on non-financial indicators: 100%▪ consolidated net income and basic profit cash
flow: 400 billion yen▪ stock price growth rate, stock growth rate andresults on non-financial indicators : 100%▪ consolidated net income and basic profit cash
flow: 600 billion yen▪ stock price growth rate, stock growth rate andresults on non-financial indicators : 100%
Since these figures are calculated on the assumption that the Company’s business performanceand share price remain at certain predetermined levels, the remuneration composition ratios mayvary due to fluctuations in the Company’s actual business performance or share price or due tochanges in any other factors.
(B) Performance-linked bonus
・ From the perspective of reinforcing the relationship with our group’s management strategy, thetotal amount to be paid is determined in accordance with the performance management index tobe focused on in the medium term management plan “SHIFT 2023”, as well as the year-on-year
stock price growth rate (ratio of the Company’s stock price growth to the growth rate of TOPIX(Tokyo Stock Exchange Stock Price Index))
・ The amount to be paid to individual officers is distributed according to their position and personalevaluation and paid after the end of the fiscal year.
・ Each officer is evaluated on the basis of both financial indicators (status of achievement of businessplans, etc. in the respective areas of responsibility) and non-financial indicators (such as individual
Strategic Business Units’ achievement of KPIs and KAIs, and progress in addressing importantcompany-wide issues) so that they can become more aware in regard to their commitment tomanagement strategy and results.
・ The ratio of financial indicators to non-financial indicators in personal evaluation is 50:50, and ofevaluation based on non-financial indicators, 20% relates to the important company-wide issuesof business reform through digital transformation (DX), enhancement of sustainability
management, and promotion of Diversity, Equity & Inclusion.

- 27 -

The potential range of business results in terms of consolidated net income and basic profit cash flow
is assumed to be from 200 to 600 billion yen; if business results fall outside this range, the total amountof performance-linked bonuses to be paid is decided separately by the Board of Directors based onreport from the Nomination and Remuneration Advisory Committee.
In order to further promote the initiatives of the medium term management plan “SHIFT 2023”, theCompany added the year-on-year stock price growth rate as a new indicator for determining the total
amount of performance-linked bonuses. The total amount to be paid is worked out by multiplying theamount calculated from consolidated net income and basic profit cash flow by the year-on year stock
price growth rate. The range of the year-on-year stock price growth rate is from 80to120%.
(C) Restricted Performance Share Unit-Based Remuneration
・ With the aim of further promoting efforts to increase the Company’s corporate value over the medium
to long term and share value with our shareholders, the number of company’s common shares(restricted) to be provided are determined according to the Company’s stock growth rate (ratio of theCompany’s stock price growth to the growth rate of TOPIX (Tokyo Stock Exchange Stock Price
Index)) during the three-year evaluation period.
・ In order to promote efforts to help solve Company’s Key Social Issues and to make non-financial
indicators (related to environment and/or society) be more closely linked with Share Unit-BasedRemuneration so that increase awareness of the Company’s commitment to the enhancement ofsustainability management, evaluation on the non-financial indicators (“climate change”,“promotion of women's active engagement” and “employee engagement”) is used to calculate theamount of Company’s common shares to be granted as restricted shares.
・ The restriction period will be from the day the shares are provided until the day the recipient resigns
or retires from all their positions as Director or Executive Officer of the Company or any otherposition determined by the Board of Directors to realize shareholder value over the medium to longterm.

[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]⚫ In order to contribute to essential deliberations at the Board of Directors, the Company supports its
Outside Directors and Audit & Supervisory Board Members including Outside Audit & Supervisory
Board Members by tasking the Board of Directors secretariat and the Audit & Supervisory Board
Members’ Administration Department with distributing and explaining in advance documents on each
respective agenda to be presented at each meeting of the Board of Directors, and it has appointed asecretary with responsibility for providing the support necessary for Outside Directors to execute theirduties. In addition, the Company established a dedicated organization to support communication between
the Board of Directors and the executing persons (executive officers, etc.), and aims to improve thequality of discussions at the Board of Directors meetings by selection of agenda items to be discussed at
the Board of Directors meetings and organization of issues. The Company has also established the Audit& Supervisory Board Members’ Administration Department as a team dedicated to assisting all Audit &Supervisory Board Members including Outside Audit & Supervisory Board Members with their duties.
The team provides the necessary support as appropriate to enable the Audit & Supervisory Board
Members to perform an effective audit.
⚫ On taking office, Outside Directors and Outside Audit & Supervisory Board Members have theopportunity to receive a briefing on areas including the Sumitomo Corporation Group’s Management
Principles, management policy, business activities, finances, organization, medium-term management
plan, and risk management system. To enable Directors and Audit & Supervisory Board Members toacquire 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, Outside Directors and Audit &Supervisory Board Members visit a Sumitomo-related facility, in principle during the first fiscal year of
their term of office. Outside Directors and Audit & Supervisory Board Member are also given theopportunity to make a group companies observation visit to a facility in Japan and to an overseas.

- 28 -

[Status of persons retired from Representative Director and President, etc.][Names, etc., of advisors (“sodanyaku,” “komon,” etc.) who have formerly served as Representative Director andPresident, etc.]

Name

Title/Position

DutiesWorking Arrangement /Conditions （Full-time /Part-time, Compensationetc.）

Kenji MiyaharaSpecialEngagement

Part-time

Advisoronly in external

Unpaid

Date

of

Term

Retirement
from
President,
etc.
2001/6/22

Determined

2003/6/22

Determined

activities, suchas activities inbusiness
communities
andactivities

related to theSumitomoGroup upon therequest of the
President

and

Chief
Executive
Officer
Motoyuki Oka

SpecialEngagement

Part-time

Advisoronly in external

Paid

activities, suchas activities inbusiness
communities
andactivities

related to theSumitomoGroup upon therequest of the
President

and- 29 -

Chief
Executive
Officer[Total number of advisors (“sodanyaku,” “komon,” etc.)2

who have formerly served as Representative Director
and President, etc.][Other Matters]
・ The Company appoints those who used to serve as the President and Chief Executive Officer or the Chairmenof the Board of Directors as a special advisor for a definite term.
・ Special advisors who are eligible for compensation payment receive compensation commensurate with theirduties.
2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions(Overview of Current Corporate Governance System)[Business Execution]▪ In principle, based on checks and balances, there shall be both a Chairman of the Board of Directors and a
President and Chief Executive Officer, and no single individual shall serve as both the Chairman of the Boardof Directors and the President and Chief Executive Officer.
▪ The company has introduced an executive officer system to clarify responsibility and authority for businessexecution. For details on the appointment of Executive Officers, please refer to the description of [Nomination
Function, etc.] [Executive Officers] in this section.
▪ The Company’s Management Council serves as a decision-making body at the operational execution level.
Its aim in so doing was to incorporate diverse opinions and multilateral discussions into the decision-making
process on specific key matters related to management within the scope of its mandate from the Board of
Directors. The Management Council, comprising the President and Chief Executive Officer, all the chief
officers in the Corporate Group, and all the General Managers of business units, meets once a week inprinciple. In addition, the Company has established a range of committees to act as advisory bodies to theChief Executive Officer and the Management Council with regard to specific matters that are particularly
important from the perspective of The Company as a whole. The committees are the Corporate Strategy
Promotion Committee, the Global Innovation Promotion Committee, the Company Investment Committee,
the Internal Control Committee, the Compliance Committee, the Corporate Sustainability Committee,
Corporate Communication Committee, the IT Strategy Committee, HR Management System Committee,
Pension Management Committee, and Intelligence Committee.
[Audit & Supervisory Functions]
1. Board of Directors▪ The Company positions the role of the Board of Directors as "The board of directors renders decisions
concerning key management matters and oversees the operation of the business by the directors and theexecutive officers" in its Corporate Governance Principles.
▪ The Corporate Governance Principles state that, regarding the number of directors, "The number of directors
shall be set within a scope which enables due deliberation and speedy and reasonable decision-making by theboard of directors. Currently, around 15 directors or less is considered an appropriate number." Currently in
actual, the Company has 11 Directors; this means that the structure of the Board of Directors (the functionsof which are to supervise business execution and make decisions relating to important management matters)
is such that it can conduct substantive, lively discussions and make appropriate decisions speedily. In addition,
management responsibilities are made clear each business year, and the term of office for Directors is set at- 30 -

one year so as to respond speedily to changes in the business environment and they are reelected every year
when they are reelected.
▪ The Corporate Governance Principles state that, as for the composition of the Board of Directors, "Thecomposition of the board of directors shall be diverse in terms of experience, knowledge, specialty, gender,etc." and the Company strives to further strengthen the appropriate decision-making and supervisory functionsof the Board of Directors from diverse perspectives. Of the current 11 directors, 5 are Outside Directors. Of
the 11 directors, 9 are male and 2 are female (both of whom are Outside Directors).
▪ Of the current 11 directors, the remaining 5, excluding Outside Directors and the Chairman, concurrently
serve as Executive Officers. The 5 directors who concurrently serve as Executive Officers have the authorityof representation.
▪ The Chairman of the Board chairs the Board of Directors. For the role and authority of the Chairman of theBoard, please refer to the description in [Nomination Function etc.] [Chairman of the Board of Directors] inthis section.
▪ The Board of Directors meets once a month, in principle. In fiscal 2022, the Board of Directors met 18 times(14 times after June 24, 2022).
▪ The Board of Directors enhances its deliberations and strengthen its monitoring functions by the following
initiatives:✓ Agenda items for the Board of Directors are carefully selected by the Board of Directors to promote more
focused discussion of management policies and plans and other important matters for companywide
management. Members of the Board of Directors also select items that should be taken up for more
intensive discussion at the Board of Directors meetings each year (agenda setting);✓ The Board of Directors receives reports from each business unit on the state of progress on its strategies,
any associated issues and its response to those issues, and carries out a discussion focusing on such
issues. The Board of Directors also periodically monitors the state of business execution companywide
by receiving reports on the activities of the main corporate committees;✓ The Board of Directors holds off-site meetings in addition to regular meetings, for free and open
discussions on important management topics, including management policies and plans and ESG(Environment, Social and Governance) issues. Moreover, to ensure that Outside Directors and Outside
Audit & Supervisory Board Members actively contribute to the discussions at the Board of Directors, amonthly meeting is held, which is comprised of Outside Directors and Outside Audit & Supervisory
Board Members, in which they engage in robust discussion; and✓ Prior to every meeting of the Board of Directors, Outside Directors and Audit & Supervisory Board
Members are briefed on the agenda items due for discussion.
▪ Attendance of directors in fiscal 2022 at Board meetings:
Chairman of the Board of Directors Nakamura: 18 times/18 meetings
Director Hyodo: 18 times/18 meetings
Director Seishima: 18 times/18 meetings
Director Morooka*: 14 times/14 meetings
Director Higashino*: 14 times/14 meetings
Outside Director Ishida: 18 times/18 meetings
Outside Director Iwata: 15 times/18 meetings
Outside Director Yamazaki: 18 times/18 meetings
Outside Director Ide: 18 times/18 meetings
Outside Director Mitachi*: 14 times/14 meetings* Since appointed Director on June 24, 2022
▪ Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into liability limitationagreements with the Chairman of the Board and each of the Outside Directors to limit their liabilities to theextent permitted by laws and regulations in the event that they are without knowledge and without grossnegligence.
▪ The Company has entered into a liability insurance contract for directors' compensation as provided in
Article 430-3 paragraph (1) of the Companies Act, which covers all directors as insured persons. Except for
those cases that fall under the grounds for exemption provided in the insurance contract, the insurance provider
shall compensate directors for any damages, etc. that may arise as a result of either being liable for the- 31 -

performance of their duties or being subject to a claim for such liability. The Company pays all premiums forthe insurance policy.
2. Audit & Supervisory Board Members, Audit & Supervisory Board and Accounting Audit▪ Audit Board of Directors consists of 5 members: 2 full-time Audit & Supervisory Board Members inside theCompany and 3 part-time Audit & Supervisory Board Members outside the Company. Eligibility for the roleof internal Audit & Supervisory Board Members and external Audit & Supervisory Board Members is as set
forth in [Audit & Supervisory Board Members] of [Nomination Functions, etc.]. Experience and ability forthe role of external Audit & Supervisory Board Members are as set forth in [Reasons for Appointment] of[Audit & Supervisory Board Members].
▪ The Audit & Supervisory Board has established Audit's policies, division of duties, etc., and receives reportson the status of implementation and results of Audit from each Audit & Supervisory Board Members, as well
as reports on the status of execution of their duties from the Directors, etc. and the Accounting Auditors, andrequests explanations as necessary. In fiscal 2022, our group addressed the following issues as priority areas
for Audit, taking into account (1) rising awareness of social sustainability (sustainability/ESG), (2) dramatic
progress in a data-driven society typified by DX and the consequent increase in information security risks,and (3) the dramatic changes in the business environment caused by changes in lifestyles and values triggeredby the global spread of the COVID-19 pandemic.
(1) Status of compliance with the Companies Act, other laws and regulations, the Company Articles ofIncorporation, internal rules, and the Sumitomo Corporation Group's Management Principles and Conduct
Guidelines(2) Construction and operation status of Internal Control Corporation Group's such as legal compliancesystem, risk management system, etc.
(3) Establishment and operation of Internal Control for Financial Reporting in accordance with the Financial
Instruments and Exchange Act(4) Accounting Appropriateness of financial reporting through Accounting Auditor's independence, expertise,and monitoring and verification of Accounting Audit's quality management system▪ Audit & Supervisory Board Member attends meetings of the Board of Directors and other important
meetings, receives reports on the status of the execution of his/her duties from directors and employees,
requests explanations as necessary, examines important approval documents and other documents, andinvestigates the status of business and assets with respect to headquarters and major business locations. In
addition, with regard to Subsidiary, the Audit & Supervisory Board Member communicates with andexchanges information with Directors and audit & supervisory board members of Subsidiary, and receives
business reports from Subsidiary as necessary.
▪ As an organization dedicated to assisting the duties of the role of Audit & Supervisory Board Members, theAudit & Supervisory Board Members’ Administration Department (5 members) has been established. The
Audit & Supervisory Board Members is involved in personnel evaluation and personnel changes of the Audit& Supervisory Board Members’ Administration Department members, and secures the independence of themembers of the Audit & Supervisory Board Members’ Administration Department from the Directors.
The Company’s accounting audit was conducted by Michitaka Shishido, Isao Kamizuka and Kenji Kasashima.
All three are certified public accountants at KPMG AZSA LLC, and each has audited the Company’s accounts
continuously for no more than seven years. A total of 85 people assisted with the accounting audit; they
comprised 32 certified public accountants, 11 assistant accountants (who have passed the CPA examination)and others, and an additional 42 people. For further details refer also to the sections of this report entitled“Cooperation among Audit & Supervisory Board Members, Accounting Auditors, and Internal Audit
Departments” and “Supporting System for Outside Directors and/or Audit & Supervisory Board Members.”[Nomination Function, etc.][Overall]▪ The Company has established the Nomination and Remuneration Advisory Committee, an advisory body to
the Board of Directors chaired by an Outside Director, the majority of whose members are Outside Directors.
▪ Refer to the Company’s standards related to the independence of Outside Directors and Outside Audit &Supervisory Board Members from the Company, which are made public on its website.
(https://www.sumitomocorp.com/jp/-/media/Files/hq/about/governance/detail/outdirec_independ.pdf?la=en)- 32 -

[Nomination and Remuneration Advisory Committee] Regarding the composition, matters to be deliberated,etc. of the Nomination and Remuneration Advisory Committee as an advisory body to the Board of Directors,
refer to the section entitled “II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management” under “1. Organizational
Composition and Operation [Director Remuneration],” “Committee’s Name, Composition and Attributes of
the Chairperson,” and “Supplementary Explanation.”[President and Chief Executive Officer]▪ The President and Chief Executive Officer shall be responsible for the overall management of the Company.
▪ Appointment criteria (qualities, competencies, experience, etc.)
The President and Chief Executive Officer shall be a person who personifies the Sumitomo businessphilosophy, possesses the following qualities and competencies required as the President and Chief Executive
Officer, and has global and diverse experience and achievements in business operation and company
management:■Being fair and impartial and being disciplined and self-controlled■Having leadership and the ability to get messages across■Having foresight and the ability to develop strategies■Having the ability to get things done and to make innovative changes■Possessing perseverance and mental fortitude
Any revision of the appointment criteria described above shall be determined by a resolution of the Board of
Directors following the Nomination and Remuneration Advisory Committee’s deliberations and submissionof the deliberation results to the Board of Directors.
▪ Policy and Procedure for Appointment
A new President and Chief Executive Officer shall be appointed by a resolution of the Board of Directors after
the Nomination and Remuneration Advisory Committee nominates candidates for the post of President andChief Executive Officer based on the appointment criteria listed above and selects from among the nominatedcandidates the person who is considered best suited to enhance the Company’s corporate value as the new
President and Chief Executive Officer, at the appropriate timing in light of the term of the President and Chief
Executive Officer (not exceeding six years in principle) and submits nominations to the Board of Directors asrecommendations.
▪ Policy and Procedure for Dismissal
In light of the appropriate evaluation of the Company’s performance and other aspects, if the President andChief Executive Officer is considered as not properly fulfilling his/her function, the Nomination andRemuneration Advisory Committee shall, at a meeting to be convened by its Chairperson (which meetingshall not be attended by the President and Chief Executive Officer), deliberate whether or not to dismiss the
President and Chief Executive Officer and shall report the deliberation results to the Board of Directors. The
Board of Directors shall then decide by a resolution whether or not to dismiss the President and Chief
Executive Officer.
▪ Policy and Procedure for Appointment of Successor President and Chief Executive Officer after Dismissal■A successor President and Chief Executive Officer shall be appointed by a resolution of the Board of
Directors after the Nomination and Remuneration Advisory Committee deliberates on, and recommends to
the Board of Directors, the person who is considered best suited to serve as the successor President and Chief
Executive Officer.
■If the Board of Directors cannot immediately appoint a successor President and Chief Executive Officer,
the person who is required to exercise the authority to act on behalf of the President and Chief Executive
Officer stipulated under the internal rules shall exercise the authority to execute operations on behalf of the
President and Chief Executive Officer, and the procedure for appointing a new President and Chief Executive
Officer shall be carried forward as promptly as possible.
[Executive Officers]▪ Executive Officers are in principle appointed by means of selection from among those holding managerial
positions under the Company’s employment grade system. The appointment is determined by a resolution of
the Board of Directors based on recommendations from a superior.
▪ The dismissal of the Executive Officer is determined by a resolution of the Board of Directors as stipulated
under Company regulations.

- 33 -

▪ Candidates for the post of Executive Officer are required to be persons of high integrity with deep insights
and excellent abilities and to possess professional knowledge and extensive experience including management
experience. Factors such as gender or nationality are not taken into consideration.
[Directors]▪ In order to ensure objectivity and transparency of procedures, the nomination of a candidate for the post of
Director is deliberated by the Nomination and Remuneration Advisory Committee, resolved by the Board of
Directors following the submission of deliberation results by the committee and then proposed at the general
meeting of shareholders as an agenda item.
▪ Candidates for the post of internal Director are required to be persons of high integrity with deep insights
and excellent abilities and to possess professional knowledge and extensive experience including management
experience. Factors such as gender or nationality are not taken into consideration.
▪ Candidates for the post of Outside Director are required to be persons of high integrity with deep insights
and excellent abilities and to possess extensive knowledge and experience, accompanied by an outstanding
track record in any specialized field, in light of the Company’s need to ensure diverse perspectives. Factors
such as gender or nationality are not taken into consideration.
[Chairman of the Board of Directors]▪ Role and Responsibilities
The Chairman of the Board of Directors shall convene a meeting of the Board of Directors and presides aschairman at the meeting. The Chairman of the Board of Directors shall be engaged in external activities, suchas activities in business communities and activities related to the Sumitomo Group.
The Chairman of the Board of Directors shall supervise the management of the Company and have norepresentative powers and no authority to execute business operations.
▪ Policy and Procedure for Appointment
A new Chairman of the Board of Directors shall be appointed by a resolution of the Board of Directors after
the Nomination and Remuneration Advisory Committee deliberates on, and recommends to the Board of
Directors, the person who is considered best suited to fulfill the role and responsibilities stipulated above, atthe appropriate timing in light of the term of the Chairman of the Board of Directors (not exceeding six years
in principle).
▪ Policy and Procedure for Dismissal
If the Chairman of the Board of Directors is considered as not properly fulfilling his/her role andresponsibilities, the Nomination and Remuneration Advisory Committee shall, at a meeting to be convened
by its Chairperson (which meeting shall not be attended by the Chairman of the Board of Directors), deliberate
whether or not to dismiss the Chairman of the Board of Directors and shall report the deliberation results to
the Board of Directors. The Board of Directors shall then decide by a resolution whether or not to dismiss the
Chairman of the Board of Directors.
▪ Policy and Procedure for Appointment of Successor Chairman of the Board of Directors after Dismissal■A successor Chairman of the Board of Directors shall be appointed by a resolution of the Board of
Directors after the Nomination and Remuneration Advisory Committee deliberates on, and recommends to
the Board of Directors, the person who is considered best suited to serve as the successor Chairman of theBoard of Directors.
■However, if the Board of Directors cannot immediately decide on a successor Chairman of the Board of
Directors, another director shall act as the convener and chairman of meetings of the Board of Directors inplace of the Chairman of the Board of Directors, in the order that shall be separately decided by the Board of
Directors and in which the directors shall exercise their authority to act on behalf of the Chairman of the Boardof Directors, and the procedure for appointing a successor Chairman of the Board of Directors shall be carriedforward as promptly as possible.
[Audit & Supervisory Board Members]▪ In order to ensure objectivity and transparency of procedures, the nomination of a candidate for the post of
Audit & Supervisory Board Member is deliberated by the Nomination and Remuneration Advisory
Committee, resolved by the Board of Directors following the submission of deliberation results by thecommittee and proposed at the general meeting of shareholders as an agenda item after obtaining the approvalof the Audit & Supervisory Board.
▪ Candidates for the post of internal Audit & Supervisory Board Member are required to be persons of highintegrity with deep insights and excellent abilities and to possess professional knowledge and extensive
experience in business, regardless of gender or nationality.
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▪ Candidates for the post of Outside Audit & Supervisory Board Member are required to be persons of highintegrity with deep insights and excellent abilities and to possess highly professional knowledge and a wealthof experience in a specialized field such as law, accounting, or business management, among others. Factors
such as gender or nationality are not taken into consideration.
[Remuneration Decision-making Function]▪ Remuneration for the Company’s Directors is decided by the Board of Directors within the scope of theoverall amount approved by resolution of the general meeting of shareholders.
▪ The Company has established the Nomination and Remuneration Advisory Committee chaired by an Outside
Director, within which Outside Directors comprise a majority, to serve as an advisory body to the Board of
Directors. The committee reviews the formula and level of remuneration and bonuses for Directors andExecutive Officers and the limit of remuneration for Audit & Supervisory Board Members, and reports theresults of its review to the Board of Directors.

3. Reasons for Adoption of Current Corporate Governance System
The Company believes that it is the most appropriate system for the Company by reinforcing the 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 (five individuals) with a wealth ofexperience and a high degree of specialized knowledge and expertise in different fields. This ensuresappropriate 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 theBoard of Directors’ function with respect to nomination and remuneration of Executive Officers. To strengthen
the oversight framework from an external perspective, the Company has three independent Outside Audit &Supervisory Board Members who are one legal expert (a former President of Osaka High Court), one
accounting expert, and one member with experience in corporate management and as a full-time auditor of apublicly-listed company out of the five members of the Audit & Supervisory Board, thereby ensuring anauditing system that incorporates a diversity of perspectives. In addition to attending meetings of the Boardof Directors, Audit & Supervisory Board Members are permitted to attend all internal meetings, enabling themto obtain sufficient information essential for auditing by always participating in important meetings. By
implementing the measures above, the Company believes that it has developed an effective, enhanced
corporate governance system.
While valuing its management culture as a Japanese corporation, the Company intends to continue
deliberating on the most appropriate form of corporate governance for its own circumstances. In doing so, itwill take into account global trends and developments in corporate legislation and use the best aspects ofcorporate governance in other countries for reference.

- 35 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Early Notification of General
Shareholder Meeting

Supplementary Explanations
The Company sends out a convening notice describing how to access thematerial for the General Meeting of Shareholders to our shareholders (forshareholders who requested the delivery of such material in paper, the printed
material for the General Meeting of Shareholders) approximately three weeks
prior to the meeting. The Company also provides the material for the General
Meeting of Shareholders on our corporate website and submit it to the Tokyo
Stock Exchange in advance of sending the notice, together with its Englishlanguage translation.

Scheduling AGMs Avoiding
the Peak Day

The Company holds its general meeting of shareholders early, avoiding the“peak” day.

Allowing Electronic Exerciseof Voting Rights

The Company allows shareholders to exercise their voting rights via theInternet using PCs, smartphones or mobile phones, etc.

Participation in
Voting Platform

Electronic

The Company uses the Electronic Voting Platform for institutional investors
operated by Investor Communication Japan, Inc. (ICJ), allowing institutional
investors sufficient time to examine propositions.

Providing Convocation Noticein English

The Company prepares an English-language translation of the Notice ofConvocation, which it posts on its website.

Other

The Company live-streams the General Meeting of Shareholders forshareholders on internet. The video of the meeting can be viewed on its
website for a certain period after the close of the meeting. In 2022, theCompany began accepting questions from shareholders on internet prior to
the General Meeting of Shareholders.

2. IR Activities
Supplementary Explanations

Explanation byRepresentative

Preparation and Publication ofDisclosure Policy

The Company has set down a Corporate Disclosure Policy andmade it public in Japanese and English on the Company's website.
(https://www.sumitomocorp.com/ja/jp/about/governance/detail/disclosurepolicy)

Regular Investor Briefings for
Individual Investors

The Company periodically holds briefings in major cities in Japan.
In fiscal 2022, the Company held 11 briefings. The Company
discloses on its website explanatory materials and videos used in
the event as well as the records of dialogues with participants on theevent days.

- 36 -

Yes

Regular Investor Briefings forAnalysts and Institutional
Investors

Following the announcement of financial results (after the end ofeach quarter and each fiscal year), the Company holds briefings foranalysts and institutional investors in Japan in a timely manner. In
addition, the President and the CFO jointly host small meetings on
a semiannual basis. The Company holds business units briefings ona regular basis and other events including Investor Day and ESG
briefings from time to time.
The Company discloses on its website explanatory materials andvideos used in the event as well as the records of dialogues withparticipants on the event days.
( https://www.sumitomocorp.com/en/jp/ir )YesRegular Investor Briefings forOverseas Investors

The Company has continued one-on-one meetings with mainly
institutional investors in Europe, North America and Asia hosted by
the President, CFO, CSO, and the General Manager of Investor
Relations.
The Company also has had one-on-one meetings with managers incharge of exercising voting rights at institutional investors (SRactivities) and ESG dialogues with institutional investors in andoutside Japan from a medium- to long-term perspective.
Refer to the details which are disclosed in this corporate governancereport in the section entitled “I. Basic Views on Corporate
Governance, Capital Structure, Corporate Profile and Other Basic
Information” under “1. Basic Views [Disclosure Based on the
Principles of the Corporate Governance Code]” under “[Principle5-1].”

Yes

Posting of IR Materials on
WebsiteThe Company posts materials that may be useful for investors tomake investment decisions or otherwise on its website in a timely
manner. These materials include financial results, Tokyo Stock
Exchange filings other than financial results, annual securities
reports, quarterly reports, company briefing materials, integrated
reports, Notices of Convocation for the general meetings ofshareholders, and business reports.
( https://www.sumitomocorp.com/en/jp/ir )Establishment of Department
and/or Manager in Charge ofIR

The Company has established the Investor Relations Department as
the department in charge of IR activities, which is jointly managed
by CSO and CFO and plans and implements a range of IR and SR
activities.

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

Supplementary Explanations
The Sumitomo Corporation Corporate Governance Principles stipulate theCompany’s policy with regard to respecting the positions of stakeholders.
The Corporate Disclosure Policy is also established. The Japanese version
and the English version of the Policy are available on the website of theCompany.
(https://www.sumitomocorp.com/ja/jp/about/governance/detail/disclosurepo
licy )- 37 -

ImplementationofEnvironmental Activities, CSR
Activities etc.

【Sustainability initiatives】
In line with Sumitomo’s Business Philosophy1 and the Sumitomo Corporation
Group’s Mission Statement2, the Company identified six material issues(“Material Issues”3) in 2017, which the Sumitomo Corporation Group should
address with priority in order to achieve sustainable growth together withsociety. Material Issues consist of four key phrases that show how eachbusiness of the Sumitomo Corporation Group contributes to society as wellas two important challenges in our business management. With these six
Material Issues at the foundation of our business management, we constantly
check whether our business strategies and individual businesses harmonize
with the stated material Issues, and we remain conscious of whether or not
our business activities contribute to society.
While climate change and many other social challenges have become
increasingly serious, enterprises are required to more actively contribute toovercoming these challenges. As a result, the Sumitomo Corporation Grouphas commenced efforts to further sophisticate its sustainability management.
As part of such efforts, in 2020, we identified six key social issues that weshould address: Mitigation of climate change, the Circular economy, Respectfor human rights, Development of local society and economy, Improvementof living standards, and Quality education. We then specified long- andmedium-term goals for each of these social issues.4
Among others, addressing climate change issues is important in the context
of the global consensus under the Paris Agreement. To engage more actively
in the efforts to achieve the carbon-neutral goals in society that were set under
the Paris Agreement, the Sumitomo Corporation Group revised the Policies
on Climate Change Issues in May 2021. We then set a medium-term goal asa more clearly defined action plan toward the long-term goal for climatechange mitigation, which is one of the six key social issues. In addition in
February 2022, the Company revised the Policies on Climate Change Issues,
in which we determined it will not be involved in any new coal-fired power
generation business neither IPP (Independent Power Producer) nor EPC(Engineering, Procurement, Construction). 5
In April 2022, the Company began practicing the Forest Management Policy
and the Sourcing Policy for Forest Products. The Forest Management Policy
clarifies the Group's environmental and social commitment to sustainable
forest management, and the Sourcing Policy for Forest Products defines theGroup's policy for procuring forest products in cooperation with suppliers andcustomers 6.
These issues and goals embody the roles that the Sumitomo Corporation
Group is committed to play in the world striving for the realization of asustainable society. To fulfill such roles, we exploit the Group’s strengths suchas human resources, business know-how, its global network, and business
relations. These goals serve as the guiding principle for all business activitiesof the Sumitomo Corporation Group, now and in the future. The progress
toward the achievement of the long- and medium-term goals and specificinitiatives for such achievement are and will be disclosed in the ESG
Communication Book7 and the Integrated Report8, as updated each year, andother disclosure documents.
Notes 1–2: Sumitomo’s Business Philosophy; Sumitomo Corporation
Group’s Management Principles and Activity Guidelines(https://www.sumitomocorp.com/en/jp/about/policy/principles)
Note 3: Six Material Issues(https://www.sumitomocorp.com/en/jp/sustainability/material-issues)
Note 4: Key social issues and long- and medium-term goals(https://www.sumitomocorp.com/en/jp/sustainability/management)- 38 -(https://www.sumitomocorp.com/en/jp/news/release/2021/group/14710)
Note 5: Revision to “Policies on Climate Change Issues”(https://www.sumitomocorp.com/en/jp/news/release/2021/group/14700)(https://www.sumitomocorp.com/en/jp/news/release/2022/group/15490)
Note 7: Forest Management Policy and the Sourcing Policy for Forest
Products(https://www.sumitomocorp.com/en/jp/sustainability/csr/activity#01)(https://www.sumitomocorp.com/en/jp/sustainability/csr/activity#02)
Note 7: ESG Communication Book
(https://www.sumitomocorp.com/en/jp/sustainability/report)
Note 8: Integrated Report(https://www.sumitomocorp.com/en/jp/ir/financial/investorsguide/2022)【Engagement in social contribution activities】
The Sumitomo Corporation Group works to resolve social issues through its
business activities and social contribution activities, with the aim ofcontributing to the realization of a sustainable society by fulfilling its
Management Principles and Activity Guidelines as a global business group.
Under the “100SEED” social contribution program, we are promoting social
contribution activities on a medium- and long-term basis through the use of
our human resources, to encourage employees of the Sumitomo Corporation
Group to grow sustainably together with society.
(https://www.sumitomocorp.com/en/jp/sustainability/contribution)【Disclosure under the TCFD and IBC framework】
Recognizing that climate change is one of the major issues faced by the entire
world, the Sumitomo Corporation Group identifies businesses which may
interact significantly with climate change and conducts scenario analyses
based on the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD).
We analyze the impact of climate change on power generation and nextgeneration energy, resources, automobiles, aircraft, ships, steel, chemicals,
cement, aluminum smelting, real estate, and other business areas wherechanges in technology and the introduction of regulations for mitigating theclimate change will have a relatively significant impact on their risks andopportunities related to business environment change.
We assume that there are risks and opportunities in these areas that could
affect our business activities. Through periodic scenario analysis, werecognize their magnitude and consider appropriate countermeasures tominimize the negative impact on our business performance. We also
strengthen our efforts to contribute to developing business opportunities, suchas establishing decarbonized and recycling-oriented energy systems.
Specifically, we analyze transition risks and opportunities using APS1, theNZE scenario2 to limit the temperature increase to within 1.5 degrees Celsiusof the pre-industrial revolution level, and other scenarios. We also analyze thephysical risks associated with natural disasters and other events caused byclimate change. We will continue to expand our disclosures, including
additional information on opportunities.
For details, please refer to the description of TCFD in the “ESG
Communication Book: Disclosure Book” 3.
Note 1: Announced Pledges Scenario (APS) assumes that all national
governments' climate change commitments, including Nationally Determined
Contributions (NDCs) and long-term net zero targets, will be fulfilled within
the designated period.
- 39 -

Note 2: NZE (Net Zero Emission Scenario) is a scenario backcast from theglobal net-zero emission goal in 2050.
Note 3: ESG Communication Book: Disclosure Book.
(https://www.sumitomocorp.com/jp//media/Files/hq/sustainability/report/esg/esg-all.pdf?la=en）
In January 2021, Sumitomo Corporation showed support for the Stakeholder
Capitalism Metrics, which had been formulated under the initiative of theInternational Business Council (IBC) of the World Economic Forum (WEF).
The WEF is well known as an organizer of the Davos Forum. Our disclosure
information based on the Stakeholder Capitalism Metrics is found in the ESG
Communication Book.
These metrics offer the framework for non-financial disclosure and reporting,comprised of common and comparable disclosure items that are reportable byenterprises in any industry or in any region. The disclosure items arepresented as non-financial performance indicators covering four themes(Governance, Planet, People, and Prosperity) and containing 21 core and 34
expanded metrics.
Through the use of these metrics, we intend to enhance disclosure of nonfinancial information to our stakeholders. While our present disclosures have
not yet covered all of the metrics, we will continue to examine thesignificance of the respective metrics for the Company and their benefits forstakeholders, and may redefine the scope of disclosure.
Development of Policies on
Information
Provisionto
Stakeholders

The Sumitomo Corporation Corporate Governance Principles stipulate that
the Company strives to actively disclose information to stakeholders and toensure that information is disclosed in full. The Corporate Disclosure Policy
is also established. The Japanese version and the English version of the Policy
are available on the website of the Company.
(https://www.sumitomocorp.com/
ja/jp/about/governance/detail/disclosurepolicy)

Other
IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
The Company’s Board of Directors approved the development of the systems (internal control systems) set
forth in the Companies Act, Article 362, paragraph (4), item (vi), described below.
In addition, the Internal Control Committee assessed the implementation of the approved internal control
systems, confirmed that these internal control systems are functioning effectively, and reported this fact at theBoard of Directors’ meeting.
The Company will establish and implement, as described in the following, systems to ensure that theCompany’s Directors comply with laws and regulations and the Company’s Articles of Incorporation in theexecution of their duties, and other systems necessary to ensure the properness of the operations of theCompany and operations of group of enterprises consisting of the Company and its subsidiaries (these systems
are hereinafter referred to collectively as the “Internal Control System”).
The Internal Control System based on this resolution has already been established and implemented, but
henceforth the Company will endeavor to establish a superior system in line with requests made from time totime based on ongoing reevaluations.
Systems for ensuring that the execution of duties by Directors and employees complies with laws andregulations and the Articles of Incorporation:
・ In addition to explicitly requiring compliance with laws and regulations under the “Corporate Mission
Statement” of the Sumitomo Corporation Group, the Company will set forth important items that are to1.

- 40 -

be observed with particular strictness from the viewpoint of compliance as “Sumitomo Corporation
Group Compliance Policy,” and a “Compliance Manual” will be prepared and distributed to all officers
and employees.
・ The Company will require all officers and employees to provide a written “Confirmation of Compliance”
with the purport of rigorously assuring strict compliance with laws and regulations.
・ Based on the Company’s internal rules, a “Chief Compliance Officer,” a “Compliance Committee,”“Compliance Leaders,” and a “Speak-Up System” will be created.
・ The Chief Compliance Officer will supervise the handling of potential and verified complianceviolations, will implement measures to ensure compliance, and will deal with matters brought to light
via the “Speak-Up System.”・ The Compliance Committee will formulate and propose compliance-related measures, and will offer
advice to the Chief Compliance Officer on the implementation of these compliance-related measures.
・ Compliance Leaders will rigorously assure compliance in each business unit and domestic and overseas
office from a position close to the front lines, and they will also conduct activities relating to complianceenlightenment.
・ Routes will be secured via the Speak-Up System that enable employees and officers to communicate
information on compliance directly to the Chief Compliance Officer, with the Legal ComplianceDepartment, Audit & Supervisory Board Members, outside professionals, and outside attorneys serving
as liaisons.
2. Systems for retaining and managing information pertaining to the Directors’ execution of their duties:
・ Important documents with regard to meetings of each type, including minutes of meetings of the Boardof Directors, and information pertaining to the execution of duties and decision-making will be properly
preserved and managed under internal rules regarding the respective matters.
・ Steps will be taken under internal rules to prevent divulgence of information to third parties or othermisuse of information.
・ Important documents pertaining to the Directors’ execution of their duties will be made available forreview in a timely manner when requested by an Audit & Supervisory Board Member.
3. Rules and other systems pertaining to the management of risk of loss:
・ The Company defines “risk” as “the possibility of losses due to the occurrence of anticipated orunanticipated situations,” and also as “the possibility of not achieving the expected return on businessactivities.” The Company has set the following three items: “stabilize performance,” “strengthen
financial base” and “maintain corporate reputation” as the goals of its risk management activities. The
Company categorizes its business activities into investments and commercial transactions and manage
risk after identifying both common and category specific risk factors. Furthermore, the Company willcontinue to evolve its risk management activities in order to adequately respond to changes in external
environment and the development of new business models.
・ The sections of the Corporate Group will build a framework, conduct monitoring, and implement
improvements regarding risk management across all levels of the Company through the formulation ofinternal rules pertaining to the respective areas of operational responsibility and the formulation of risk
management policies, methods, and guidelines. In addition, they will strive to improve risk management
through the preparation and distribution of manuals and training activities as appropriate. All business
units and other sections conducting business will carry out risk management required for the conduct ofindividual cases under this company-wide framework.
・ An “Internal Control Committee” will be instituted and will carry out overall management and timely
evaluation of internal controls as a whole on a consolidated basis, along with the identification ofimportant issues with respect to internal controls and the drafting and implementation of basic policies
for improvement. In addition, in order to more efficiently operate each of the existing internal control
frameworks, create synergies, and collaborate with the 3rd Line (the Internal Auditing Department), the"Internal Control Promotion Department," which will be responsible for conducting the Group's internal
control-related operations in an integrated manner, will be established within the same organization with
the Internal Auditing Department under the "Head of Internal Control and Internal Audit." The Internal
Control Promotion Department will actively identify issues in terms of internal control matters andutilize internal control activities within the Group to establish a more effective and consistent PDCA
cycle for internal control throughout the Group.
- 41 -

・ A “Company-wide Loan and Investment Committee” will be established as an advisory organ to the“Management Council,” which serves as a decision-making body and will carry out deliberations
regarding important rules, systems, and the like for risk management and regarding important investment
and financing cases.
・ A “Corporate Sustainability Committee” will be established as an advisory body to the “Management
Council,” which serves as a decision-making body and discusses important policies, measures, andinitiatives relating to the promotion of sustainability.
・ The Company will develop and maintain the resilient system to ensure the safety of its Group members,
rapid recovery and continuity of its business under the crisis such as natural disasters (Earthquake,
Windstorm, Flood, etc.), infection disease, terrorism or riot, etc.
・ An “Internal Auditing Department” will be established under the direct supervision of the President andChief Executive Officer as an independent body for company-wide monitoring of operations, and its
auditing will apply to all organizations within the Company and in its domestic and overseas subsidiaries.
The results of internal auditing will be reported directly to the President and Chief Executive Officer
each month and will also be reported regularly to the Board of Directors.
4. Systems for ensuring the efficient execution of the Directors’ duties:
・ The size of the Board of Directors will be sufficient to enable full discussions and speedy and reasonabledecision-making.
・ Two or more Outside Directors will be elected so that through their diverse perspectives, the Company
can ensure appropriate decision-making in the meeting of the Board of Directors and further
enhancement of supervisory functions.
・ A system of Executive Officers will be introduced in order to clarify responsibility and authority for the
execution of operations and to endeavor for the strengthening of the supervisory functions of the Boardof Directors.
・ With the exceptions of the Chairman of the Board of Directors and Outside Directors, all Directors will,in principle, be Representative Directors, and will hold concurrent posts as Executive Officers.
・ Management responsibilities will be made clear each business year, and the term of office for Directors
will be set at one year so as to respond speedily to changes in the management environment.
・ The terms of office of the director serving as the Chairman of the Board of Directors and of the executive
officer serving as the President and Chief Executive Officer will not, in principle, exceed six years each.
・ A “Nomination and Remuneration Advisory Committee” composed of a majority of outside directors
will be established as an advisory organ to the Board of Directors. The Nomination and Remuneration
Advisory Committee deliberates on the following matters and submits the results thereof asrecommendations to the Board of Directors:(1) Policy and procedure for appointment and dismissal of the President and Chief Executive Officer(2) Policy and procedure for 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 nominating
successors to the President and Chief Executive Officer)(5) Nominations of candidates for Directors and Audit & Supervisory Board Members (including
deciding Representative Directors and Executive Directors)(6) Appointment of members of the Management Council(7) Structure and level of remuneration and bonuses for Directors and Executive Directors, as well as
limits for remuneration of Audit & Supervisory Board Members(8) Advisor system.
・ A dedicated organization will be established to strengthen the support functions of the Board of
Directors, such as communication between the Board of Directors and the executing persons (executive
officers, etc.), selection of agenda items to be discussed at the Board of Directors meetings, andorganization of issues, to improve the quality of discussions at the Board of Directors meetings.
・ In addition to the Management Council as a decision-making body, various committees will beestablished as advisory organs. In addition, “Liaison Meetings” and various other conferences will beinstituted for the exchange of information.
・ A medium-term management plan will be formulated and a budget will be compiled to set goals. In
addition, a performance management system will be introduced in order to ascertain the state of General
Managers’ execution of operations and to serve in the formulation of strategies for the future.
- 42 -

・ Under internal rules, agenda items requiring discussion by the Board of Directors will be specified inwriting, and the job responsibilities of officers and employees will be made clear; in addition, thedecision-making authority of officers and employees regarding important matters will be specified inwriting.
Systems for ensuring the properness of operations by the corporate group comprising the Company andits subsidiaries:
・ The Corporate Mission Statement of the Sumitomo Corporation Group promotes compliance with laws
and regulations and the sharing of values to be respected throughout the Group.
・ For the purpose of sharing and implementing its approaches to group management, the Company will
establish the Group Management Policy（GMP）and set Jiritsu (working toward one’s own goals subject
to Group rules and accountability), dialogue, and collaboration as the three principles of groupmanagement. Through this, the Company will aim to enhance the corporate value of its Group as a whole.
・ In order to ensure that appropriate institutional decisions which contribute to maintaining and enhancing
enterprise value of its subsidiaries and other consolidated companies are made, the Company shall –based on agreements with such group companies – obtain enough information and request priorconsultation on “important management matters”. In addition, the Company will manage its subsidiaries
and other consolidated companies through the dispatch of directors, audit & supervisory board members,
and employees and other personnel assigned who execute business operations – in line with thebusinesses and situations of such group companies.
・ The Company will carry out support so that internal controls are created, operated, evaluated, andimproved appropriately at its subsidiaries and other consolidated companies.
・ Internal audits of subsidiaries and other consolidated companies of which the Company is the managing
entity will be conducted in accordance with internal rules.
・ The Company will support its subsidiaries and other consolidated companies to construct a framework
for risk management, including risk management policies, methods, guidelines, regulations, etc., and to
make necessary improvements thereto.
・ Subsidiaries will be instructed to develop systems for complying with laws and regulations in the same
strict manner as the Company, including through aiming to familiarize and implement “Sumitomo
Corporation Group Compliance Policy,” the expansion of the “SC Global Speak-UP” system (aninternal whistle-blowing system for Sumitomo Corporation group companies), the establishment of aCompliance Committee, and the preparation/distribution of a Compliance Manual.
・ The Company will ascertain its consolidated performance, including that of subsidiaries, promptly andaccurately on a monthly basis, and it will carry out performance management in detail.

5.

6. Matters regarding personnel assigned to support the operations of Audit & Supervisory Board Members:
・ An “Audit & Supervisory Board Members’ Administration Department” will be established to support
the operations of the Audit & Supervisory Board Members, and several full-time staffers will be assigned
to this department.
・ Internal rules will clearly stipulate those persons authorized to issue instructions to the Audit &Supervisory Board Members’ Administration Department and the responsibilities of the Audit &Supervisory Board Members’ Administration Department, and will clearly define the purpose of the
Audit & Supervisory Board Members’ Administration Department as an organization for assisting the
Audit & Supervisory Board Members in their operations.
・ The personnel evaluations of the members of the Audit & Supervisory Board Members’ Administration
Department will be conducted by the Audit & Supervisory Board or an Audit & Supervisory Board
Member appointed by the Audit & Supervisory Board. In addition, the Directors shall consult in advancewith the Audit & Supervisory Board or an Audit & Supervisory Board Member appointed by the Audit& Supervisory Board and obtain the consent thereof regarding personnel transfers.
7. Systems for reporting to Audit & Supervisory Board Members:・ Audit & Supervisory Board Members may attend all meetings, including those of the Management
Council. In addition, the Chairman of the Board of Directors, the President and Chief Executive Officer,
and the Audit & Supervisory Board Members will meet regularly.
・ Important materials pertaining to the execution of operations involving the Company, its subsidiaries andother consolidated companies will be delivered to the Audit & Supervisory Board Members, and officers- 43 -

and employees will report and give briefings to the Audit & Supervisory Board Members as necessary.
・ Persons submitting the aforementioned reports and persons making contact via the Speak-Up System
will not be subjected to adverse treatment due to such reports/contact.
Other systems for ensuring that auditing will be carried out effectively by the Audit & Supervisory Board
Members:
・ The Outside Audit & Supervisory Board Members will be experts on law, accounting, and the like, andauditing will be implemented from diverse points of view.
・ The Internal Auditing Department will maintain close contact with the Audit & Supervisory Board
Members so as to contribute to effective auditing by the Audit & Supervisory Board Members, such as
by reporting the plans and results of internal audits to the Audit & Supervisory Board Members in atimely manner.
・ The Audit & Supervisory Board Members will endeavor to ascertain the audit activities of the
Accounting Auditor responsible for auditing the Company’s financial results and exchange information
by holding regular meetings, and will endeavor to efficiently and qualitatively improve the audit
activities of the Accounting Auditor such as by attending audit evaluation meetings, and being present
for inventory audits.
・ In order to pursue their duties appropriately, the Audit & Supervisory Board Members will endeavor tocommunicate and exchange information with the subsidiaries’ audit & supervisory board members, suchas by conducting liaison meetings with them.
・ Internal rules will clearly stipulate the methods for handling the expenses and liabilities incurred by Audit& Supervisory Board Members in the execution of their duties.

8.

2. Basic Views on Eliminating Anti-Social Forces
One of Sumitomo Corporation’s Activity Guidelines is “to comply with laws and regulations while
maintaining the highest ethical standards.” To ensure that this is put into practice, the Company makes all
personnel aware of its basic policy of not yielding to anti-social forces*, but confronting them resolutely,
which is set out in the compliance manual distributed to all officers and employees. In line with this basic
policy, the Company has put an internal system in place to preclude relationships with anti-social forces, asdetailed below.
▪ Within the department in charge of general affairs, the Company has appointed an individual responsible forhandling unreasonable demands from anti-social forces. This individual oversees the response if any
unreasonable demands are received, while gathering and centrally managing related information.
▪ The Company has prepared a manual on responding to anti-social forces, and provides relevant educational
programs for its personnel including regular training sessions.
▪ The Company has forged close partnerships with external specialists, such as the police and attorneys. It
monitors and manages compliance when individual organizational units respond to anti-social forces.
* “Anti-social forces” is the term used in Japan to refer to organized crime groups and similar entities.

- 44 -V.

Other

1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation--

2. Other Matters Concerning to Corporate Governance System
The Sumitomo Corporation Corporate Governance Principles stipulate that the essence of corporate
governance is improving management efficiency and maintaining sound management, while ensuring
management transparency in order to secure these two aims. Furthermore, the Company makes proactive
efforts to disclose corporate information in a timely and appropriate manner. Its Corporate GovernancePrinciples state, “In an effort to bring an accurate understanding of the Company’s management policies andbusiness activities to all stakeholders, the Company shall strive to make full disclosure, not limiting itself tothe disclosure of information required by law, but also actively pursuing the voluntary disclosure of
information.” In accordance with this fundamental approach, the Company has instituted internal rules
relating to the handling and disclosure of corporate information. In specific terms, these rules stipulate points
to bear in mind and internal procedures relating to timely disclosure as prescribed in the timely disclosurerules of the Tokyo Stock Exchange. The Company also endeavors to ensure appropriate management ofcorporate information, having instituted internal rules to prevent insider trading, among other measures. As aframework for internal information management, it has put an internal system in place to ensure timely andappropriate disclosure by appointing an individual responsible for information handling in the Corporate
Group to gather and centrally manage information.
To provide a means of communicating corporate information internally, the Company has enabled business
units and other operating entities to enter information related to financial results directly into the accounting
system, from which the data is immediately transmitted and aggregated. Moreover, information related toconsolidated financial results from subsidiaries and other consolidated companies can also be entered directly
into the Company’s consolidated financial results system by those companies, enabling rapid transmission
and aggregation of the data. The reliability of such information is assured by checking it using appropriate
business procedures and internal accounting rules based on generally accepted corporate accounting
standards.
Other material corporate information is transmitted to and aggregated in the Corporate Group pursuant tointernal rules, and using previously determined means. Information thus gathered is promptly reported to the
Executive Officer in charge of information disclosure, and depending on the nature of the information,
including its content and materiality, the Executive Officer issues instructions to the individual responsiblefor information handling regarding whether the information in question requires timely disclosure, and if so,
the method to be used. If any inadequacies or difficulties arise with regard to the internal procedures ororganization, the relevant departments consult with each other and promptly enact countermeasures.
The Company’s internal systems with regard to transmission, and timely and appropriate disclosure, ofmaterial corporate information are as detailed above, but the Company is continuing efforts to further improve
its internal control systems.

- 45 -

- 46 -

The knowledge, experience and competencies, etc. (collectively, “Skills”) that the Board of Directors is required to possess, and Skills that Directors or Audit & Supervisory
Board Members currently in office possess
Knowledge, experience and competencies, etc.（Skills）
Name

Kuniharu Nakamura
Masayuki Hyodo
Shingo Ueno
Takayuki Seishima
Reiji Morooka
Hirokazu Higashino

Role

Director, Chairman
Representative Director, President
and Chief Executive Officer
Representative Director,
Executive Vice President
Representative Director,
Executive Vice President
Representative Director,
Senior Managing Executive Officer
Representative Director,
Senior Managing Executive Officer

Corporate
management

Investment/M&A●

ESG/Sustainability

Finance/Accounting

Legal/Riskmanagement

HR management& development

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

ICT/DX/Technology

●

●

●

●
●

Kimie Iwata

Outside Director

Hisashi Yamazaki

Outside Director

Akiko Ide

Outside Director●

Takashi Mitachi

Outside Director

●

●

●

Takahisa Takahara

Outside Director

●

●

●

●

●

●

●

Daisuke Mikogami
Kazunari Sakata
Toshio Nagai
Yoshitaka Kato
Yukiko Nagashima

Senior Audit & Supervisory Board
Member (Full-Time)
Audit & Supervisory Board
Member (Full-Time)●●

Outside Audit & Supervisory Board
Member

●

●

●

●

●

MemberMember●●Outside Audit & Supervisory Board

Outside Audit & Supervisory Board

●

●

●
●

●

●

About this table
1. This table identifies the types of knowledge, experience and competencies, etc. (individually, "Skill" and collectively, “Skills”) that the Board of Directors is required to possess
for fulfilling its roles, and indicates which Directors or Audit & Supervisory Board Members currently in office possess such Skills. In our view, it is important that the Board of
Directors as a whole possesses these Skills.
2. Since the Company is active in investing in various businesses, we consider “Corporate management” and “Investment/M&A” Skills to be particularly important. Under theongoing medium-term management plan, “SHIFT 2023,” we are promoting a business portfolio shift with a focus on digital transformation (DX) and the enhancement ofsustainability management as two sweeping trends. To this end, we emphasize the Skill of “ICT/DX/Technology” for business reforms or business development throughexploiting digital solutions or the mixture of technology and innovation solutions and the Skill of “ESG/Sustainability” for sophisticating sustainability management. In addition,
the Skills of “Finance/Accounting,” “Legal/Risk management” and “HR management and development” are important for supporting or administering the Companyʼs business
operations.
3. The key Skills for Audit & Supervisory Board Members on which a high priority is placed are "Corporate management", "Finance/Accounting", and "Legal/Risk management",since they are responsible for auditing Directorsʼ execution of duties.
4. Since the Company carries out business transactions and investments all over the world, respective Directors or Audit & Supervisory Board Members are required to have akeen insight from a global perspective. Knowledge concerning “governance” is another indispensable skill for serving as a Director or Audit & Supervisory Board Member.
Because we mandate that all Directors and Audit & Supervisory Board Members possess such two skills, they are not included in seven Skills that are indicated in the table andselected in paragraph 2 above.
5. The Skills that the Board of Directors are required to possess may vary according to business strategies or changes in the external environment. This table will be updated fromtime to time based on the Board of Directorsʼ review and discussions on required Skills.
*A brief history of each of the incumbent Directors and Audit & Supervisory Board Members is disclosed on the Companyʼs website.
https://www.sumitomocorp.com/en/jp/about/company/officer