SMM views corporate governance as providing a disciplinary framework both for maximizing the enterprise value of the SMM Group and for ensuring sound management practices.
The Sumitomo Business Spirit emphasizes the importance of integrity in corporate actions. Mere compliance with laws is insufficient -managers must also strive to do what is right. The basic stance is that adhering to this rule in every part of the organization will enable the enterprise to earn the trust of suppliers, shareholders and the rest of society.

Corporate Governance System

SMM has adopted executive officer and corporate auditor systems to ensure effective monitoring and oversight functions within management. First introduced in June 2001, the executive officer system delegates significant authority to executive officers and reinforces executive functions via a clear delineation of authority and responsibilities. It also helps to bolster oversight functions by promoting greater debate within the Board of Directors and by promoting faster decision-making.

Directors and Board of Directors

The Management Committee is composed of the president, senior managing executive officers and other executive officers. Corporate auditors also attend its meetings. The purpose of the Management Committee is to provide a forum for broad-ranging discussion of serious issues that are either matters for the Board agenda or fall under the direct authority of the president. The Management Committee provides functional support to the president and approves which matters are placed on the Board agenda.

Management Committee

The Management Committee is composed of the president, senior managing executive officers and other executive officers. Corporate auditors also attend its meetings. The purpose of the Management Committee is to provide a forum for broad-ranging discussion of serious issues that are either matters for the Board agenda or fall under the direct authority of the president. The Management Committee provides functional support to the president and approves which matters are placed on the Board agenda.

Executive officer system

This system reinforces executive functions by establishing a clear delineation of authority and responsibilities and by delegating significant authority to each executive officer. The executive officers occupy senior management positions with specifically assigned operational responsibilities for divisions, central departments and other key parts of the organization. All executive officers report on a monthly basis to the Executive Committee, which oversees the status of operations. SMM has introduced a performance-based remuneration system for executive officers similar to that for directors.

Corporate auditors

As of July 2008, SMM had four corporate auditors, including two outside auditors. The full-time internal auditors base their independent opinions on internally conducted audits, while outside auditors state opinions based on their knowledge from specialist fields. Corporate auditors attend meetings of the Board of Directors and of the Management Committee. The Board of Corporate Auditors meets once a month in coordination with Board meetings, and also convenes in extraordinary session if required.

Internal controls and disclosure

Building a system of internal controls to ensure proper and efficient oversight of operational execution helps to improve legal and regulatory compliance and also increases management efficiency and transparency. We regard such a system as a critical tool in ensuring the sustained growth of the SMM Group.

Internal controls based on Japan’s Company Law

With the aim of realizing sound business management, we have established compliance structures to ensure proper operational execution. SMM’s Board of Directors approved measures in May 2006 to construct a system of internal controls based on Japan’s Company Law and the regulations pertaining to its enforcement. We have since taken a number of steps to bolster compliance and risk management, to strengthen disclosure of corporate information in the interests of transparency and credibility, and to ensure that the appropriate controls are applied to operational execution. The system of internal controls was applied fully from July 2006. From April 2008, the president assumed chairmanship of the Internal Controls Committee, which had been working on related issues for many months. This committee will oversee the reinforcement of efforts in this area going forward.

Internal controls based on the Financial Instruments and Exchange Law (FIEL)

For investors it is essential that firms provide full and proper disclosure of corporate information. As part of our broader efforts to strengthen corporate governance, we have focused on developing systems to ensure the accuracy and appropriateness of our financial reporting.
In line with the FIEL that was enacted in June 2006 (often referred to as the “J-SOX” legislation), SMM’s senior management is required to evaluate the internal controls relating to financial reporting and ensure that this system is audited by a certified public accountant (CPA).
From fiscal 2008, we plan to publish documentation on our internal controls system and related internal control audit reports together with the securities reports that we are required to file with the Financial Services Agency.

Investor relations (IR) activities

The SMM Group Corporate Philosophy emphasizes the responsibilities of the company to stakeholders. In line with this rationale, we disclose information to shareholders and potential buyers of SMM stock and undertake IR activities to deepen the understanding of shareholders and investors with respect to the SMM Group. Besides publishing information on our web site, as well as via shareholder communications and annual reports, we also organize around two IR presentations a year for domestic and overseas institutional investors where the president talks directly about business strategy and results.
ther IR activities include regular meetings convened with specific domestic and overseas institutional investors; factory tours, which are organized on request; presentations on the nickel business and related products; and investment conferences that are widely attended by overseas institutional investors. These activities aim to deepen two-way communications between the company and investors based in Japan and overseas so that investor feedback can be reflected in the way that we manage the SMM Group.

• Management

Message from President

2006 3-Year Business Plan

Corporate Governance

IR Policy

Corporate Profile

Corporate Officers

• IR Event
• Financial Information
• IR Library
• Stock Information