- English translation released on August 7, 2026.
Basic Approach
SMM views corporate governance as a disciplinary framework both for maximizing the corporate value of the SMM Group and for ensuring sound management practices. As such, it is one of the most important management issues.
SMM has established the SMM Group Corporate Philosophy based on the Sumitomo Business Spirit. Through striving to enhance our corporate governance, we will conduct efficient and sound business activities, make positive contributions to society, and fulfill our responsibilities to our shareholders and all other stakeholders in order to realize the SMM Group Corporate Philosophy.
Formulating Corporate Governance Guidelines
SMM has established Corporate Governance Guidelines which cover our basic philosophy on corporate governance and our corporate governance framework, including our relationship with stakeholders.
For details of our corporate governance initiatives, please refer to our “Corporate Governance Report”, “Annual Securities Report (Japanese only)”, and “Integrated Report”.
Corporate Governance Framework
(As of June 25, 2026)
Summary of Framework
In line with its Corporate Governance Guidelines, which summarize the Company’s basic philosophy for corporate governance and the framework, the Company believes that its governance is a system that ensures that the execution of management and the associated monitoring and supervision are each functioning fully by using audit and supervisory board and executive officer systems with which to conduct governance through a three-part organizational structure in which decision making and supervision are addressed by the Board of Directors, business execution by the president and the executive officers, and auditing by the Audit & Supervisory Board members and the independent public accountant. In addition, to enhance management transparency and further strengthen corporate governance, we have established the Governance Committee. We have also set up the Management Committee to deliberate important matters related to business execution that require careful consideration.
| Institutional design | Company with an Audit & Supervisory Board |
|---|---|
| Number of Directors | 8 (Including 4 independent outside directors) |
| Term of office | 1 year |
| Number of Board of Directors meetings held | 16 (FY2025 Results) |
| Chairman of the Board of Directors | Akira Nozaki |
| Independent Public Accountant | KPMG AZSA LLC |
Institutional design
(As of June 25, 2026)
Board of Directors
[Chairman] Akira Nozaki
(Chairman and Director who is not an executive officer)
[Term of office] 1 year
[Members] 8
[Meetings held in FY2025] 16
Audit & Supervisory Board
[Chairman] Hirohiko Matsushita
(Standing Audit & Supervisory Board member)
[Members] 4
[Meetings held in FY2025] 19
Governance Committee
[Chair] Taeko Ishii (outside director)
[Members] 5
[Meetings held in FY2025] 7
(1 nomination meeting, 3 remuneration meetings, 3 general governance meetings)
The Governance Committee is composed of one member who is the chairman of the Board of Directors, who is not an executive officer, and 4 independent outside directors. It was established to provide the president with advice from an objective standpoint with regard to particularly important matters relating to corporate governance, including the nomination and remuneration of directors, executive officers, and others.
Percentage of Outside Directors on the Board of Directors
Percentage of Outside Directors in the Governance Committee
Breakdown of Years in Office of Directors
Percentage of Female Directors
Percentage of Outside Officers
(Directors and Audit & Supervisory Board Members)
