SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Sumitomo Mitsui Financial Group, Inc. |
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By: |
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/s/ Jun Okahashi |
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Name: |
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Jun Okahashi |
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Title: |
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General Manager, Financial Accounting Dept. |
Date: May 31, 2022
This document has been translated from a Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. Sumitomo Mitsui Financial Group, Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising
from the translation.
Matters Disclosed on the Internet Website in Relation to
the Convocation of the Ordinary General Meeting of Shareholders
Employees of the Group
Principal Offices of the Group
Matters regarding Stock Acquisition Rights
System to Ensure Appropriate Conduct of Operations
Matters regarding Specified Wholly Owned Subsidiary
Others
Notes to
Consolidated Financial Statements
Certified Copy of the Accounting Auditors Report of
Consolidated Financial Statements
Notes to Non-Consolidated Financial Statements
(From April 1, 2021 to March 31, 2022)
With regard to the information stated above, in accordance with laws, regulations and Article
25 of the Articles of Incorporation, it is disclosed by posting on the companys website on the Internet (https://www.smfg.co.jp/english/).
Sumitomo Mitsui Financial Group, Inc.
Employees of the Group
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March 31, 2022 |
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Wholesale Business Unit |
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Retail Business Unit |
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Global Business Unit |
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Global Markets Business Unit |
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Head Office Account |
Number of employees |
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9,217
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30,190
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31,003
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1,372
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29,241
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(Notes) |
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1. |
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The number of employees is the number of persons engaged in the Group, including local staff overseas, but not
including employees on short-term contracts and temporary employees (12,234 persons as of March 31, 2022). |
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2. |
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The number of employees is the number of persons engaged in the Company and consolidated subsidiaries. |
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3. |
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The businesses handled by each business unit are the following. |
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Wholesale Business Unit: |
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Businesses dealing with domestic medium-to-large-sized and small-to-medium-sized enterprises |
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Retail Business Unit: |
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Businesses mainly dealing with domestic individual customers |
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Global Business Unit: |
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Businesses dealing with international (including Japanese) corporate customers in overseas |
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Global Markets Business Unit: |
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Businesses dealing with financial markets |
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Head Office account: |
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Businesses other than those above |
1
Principal Offices of the Group
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Company name |
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Reportable segment |
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Principal office |
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Number of branches |
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As of March 31, 2022 |
Sumitomo Mitsui Banking Corporation |
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Wholesale Business Unit
Retail Business Unit Global Business Unit
Global Markets Business Unit
Head Office Account |
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Domestic |
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Head Office
Tokyo Main Office
Osaka Head Office
Kobe Main Office, etc. |
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928 |
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Overseas |
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New York Branch, etc. |
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44 |
SMBC Trust Bank Ltd. |
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Wholesale Business Unit
Retail Business Unit Global Business Unit
Head Office Account |
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Head Office, etc. |
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34 |
SMBC Nikko Securities Inc. |
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Wholesale Business Unit
Retail Business Unit Global Business Unit
Global Markets Business Unit Head Office Account |
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Head Office, etc. |
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Sumitomo Mitsui Card Company, Limited |
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Wholesale Business Unit
Retail Business Unit |
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Tokyo Head Office
Osaka Head Office, etc. |
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SMBC Finance Service Co., Ltd. |
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Wholesale Business Unit
Retail Business Unit |
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Head Office
Tokyo Head Office, etc. |
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SMBC Consumer Finance Co., Ltd. |
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Retail Business Unit |
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Head Office, etc. |
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The Japan Research Institute, Limited |
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Head Office Account |
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Tokyo Head Office
Osaka Head Office, etc. |
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Sumitomo Mitsui DS Asset Management Company, Limited |
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Head Office Account |
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Head Office, etc. |
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(Note) |
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The businesses handled by each business unit are the following. |
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Wholesale Business Unit: |
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Businesses dealing with domestic medium-to-large-sized and small-to-medium-sized enterprises |
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Retail Business Unit: |
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Businesses mainly dealing with domestic individual customers |
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Global Business Unit: |
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Businesses dealing with international (including Japanese) corporate customers in overseas |
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Global Markets Business Unit: |
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Businesses dealing with financial markets |
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Head Office account: |
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Businesses other than those above |
2
Matters regarding Stock Acquisition Rights
The following is the outline of the stock acquisition rights issued in accordance with the provisions of Article 238 and
Article 240 of the Companies Act to Directors (excluding Outside Directors), Corporate Auditors (excluding Outside Corporate Auditors) and Executive Officers of Sumitomo Mitsui Financial Group, Inc. (hereinafter, the Company) and its
subsidiary Sumitomo Mitsui Banking Corporation (hereinafter, SMBC), in consideration of their execution of duties.
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Allotment date of stock acquisition
rights |
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Number
of stock acquisition rights |
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Type and number of shares subject to stock acquisition
rights |
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Issue price
(per stock acquisition right) |
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Exercise price
(per share) |
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Exercise period |
First series stock acquisition rights |
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August 13, 2010 |
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1,026 |
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Common stock
102,600 shares |
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221,500
yen |
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1 yen |
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August 13, 2010 to August 12, 2040
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Second series stock acquisition rights |
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August 16, 2011 |
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2,682 |
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Common stock
268,200 shares |
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187,200
yen |
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1 yen |
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August 16, 2011 to August 15, 2041
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Third series stock acquisition rights |
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August 15, 2012 |
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2,805 |
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Common stock
280,500 shares |
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204,200
yen |
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1 yen |
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August 15, 2012 to August 14, 2042
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Fourth series stock acquisition rights |
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August 14, 2013 |
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1,157 |
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Common stock
115,700 shares |
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415,900
yen |
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1 yen |
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August 14, 2013 to August 13, 2043
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Fifth series stock acquisition rights |
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August 15, 2014 |
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1,219 |
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Common stock
121,900 shares |
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366,100
yen |
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1 yen |
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August 15, 2014 to August 14, 2044
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Sixth series stock acquisition rights |
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August 18, 2015 |
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1,324 |
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Common stock
132,400 shares |
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490,400
yen |
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1 yen |
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August 18, 2015 to August 17, 2045
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Seventh series stock acquisition rights |
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August 15, 2016 |
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2,012 |
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Common stock
201,200 shares |
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281,100
yen |
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1 yen |
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August 15, 2016 to August 14, 2046
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(1) |
Stock acquisition rights, etc. of the Company held by the Companys Directors and Executive Officers
at the end of the fiscal year |
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Number of
stock acquisition
rights |
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Type and
number of
shares subject
to stock acquisition
rights |
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Directors (excluding
Outside Directors) and
Corporate Executive
Officers |
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Number of
holders |
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Number of
stock acquisition
rights |
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First series
stock acquisition rights |
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8 |
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Common stock
800 shares |
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1 |
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8 |
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Second series
stock acquisition rights |
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8 |
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Common stock
800 shares |
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1 |
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8 |
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Third series
stock acquisition rights |
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7 |
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Common stock
700 shares |
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1 |
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7 |
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Fourth series
stock acquisition rights |
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8 |
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Common stock
800 shares |
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2 |
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8 |
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Fifth series
stock acquisition rights |
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12 |
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Common stock
1,200 shares |
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3 |
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12 |
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Sixth series
stock acquisition rights |
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9 |
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Common stock
900 shares |
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3 |
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9 |
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Seventh series
stock acquisition rights |
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28 |
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Common stock
2,800 shares
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4 |
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28 |
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(Note) These stock acquisition rights shall not be allotted to Outside Directors.
(2) |
Stock acquisition rights, etc. of the Company granted to employees, etc. during the fiscal year
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Not applicable.
4
System to Ensure Appropriate Conduct of Operations
The Company resolved at the Board of Directors to adopt systems to ensure appropriate conduct of operations of the Company, and operations of
the Company and its subsidiaries (hereinafter, the Group), and has operated the systems. The outline is as follows:
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System for the storage and management of information related to the execution of
duties by corporate executive officers |
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(Detail of the resolution)
The Company shall appropriately store and manage information related to the execution of duties by corporate executive
officers in accordance with Policies for Managing Information and Rules for Managing Information. |
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(Operational status)
The Company appropriately stored and managed minutes of the Management Committee meetings and approval documents by
corporate executive officers as well as information related to the execution of duties by corporate executive officers in accordance with Policies for Managing Information and Rules for Managing Information. |
System for policies concerning the management of risk of loss of the Group and others |
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(Detail of the resolution)
1. The Company shall establish Policies on Comprehensive
Risk Management that sets forth fundamental matters on the risk management of the Group, and the department in charge of risk management shall cooperate with the department in charge of corporate planning to comprehensively and systematically
manage each type of risk. 2. The basic policy on the risk
management of the Group shall be determined by the resolution of the Management Committee and approved by the Board of Directors.
3. The Management Committee, the executive officer and the
department in charge of risk management shall manage risks in accordance with the basic policy on the risk management of the Group approved in the preceding paragraph. |
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(Operational status) The
Company has established Policies on Comprehensive Risk Management, and under these policies, the department in charge of risk management cooperated with the department in charge of corporate planning to comprehensively and systematically
manage risks. In addition, in accordance with the Policy for Risk Committee, the Risk Committee was called four times, and the risks considered to have particularly material impact on the Companys management and improvement in the
effectiveness and revision of the risk appetite framework (*) were deliberated. The results were reported to the Board of Directors four times. |
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System for ensuring the efficient execution of duties by corporate executive officers |
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(Detail of the resolution)
1. The Company shall formulate business plans to ensure the
efficient execution of duties by corporate executive officers, and corporate executive officers shall execute business operations and manage operating results in accordance with the plans.
2. Each corporate executive officer shall appropriately allocate
duties and delegate authority to executive officers and employees in accordance with Regulations on Organization, Rules for Managing Group Companies and other internal rules and regulations. |
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(Operational status)
The Board of Directors formulated and resolved the business
plan for fiscal 2022. Based on the business plan
formulated and resolved by the Board of Directors, each corporate executive officer executed their respective duties appropriately, and at the same time, executive officers and employees, who had authority delegated in accordance with
Regulations on Organization and other internal rules and regulations, executed business operations. The status was reported to the Board of Directors four times. |
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* A management framework that clarifies the
types and levels of risk a company is willing to take to grow profit (risk appetite) and appropriately incorporates the risk appetite in business operations. |
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System for ensuring that the executive officers and employees of the Group execute their duties in accordance with laws and regulations, and the
Articles of Incorporation |
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(Detail of the resolution)
1. The Company shall develop Basic Policy on Compliance and
Risk and Policies on Compliance Management to ensure that the executive officers and employees of the Group execute their duties in accordance with laws and regulations, and the Articles of Incorporation.
2. The Company shall formulate an annual plan for compliance with
specific measures, including establishing and revising policies, regulations and training programs for the effective functioning of the Groups compliance system, which shall be approved by the Board of Directors.
3. The Company shall formulate Regulations on Assessment of
Internal Control Over Financial Reporting with specific measures to establish and operate internal control over financial reporting, and assess its effectiveness to ensure the appropriateness of accounting treatment and reliability of
financial reporting of the Group. 4. The Company shall
establish a whistleblowing system to discover and correct violations of laws and regulations by the Group and its executive officers and employees at an early stage and ensure the appropriateness of its operations.
5. The Company shall establish a system for appropriately managing
the Groups basic policy on dealing with antisocial forces, including, the Group has nothing whatsoever to do with antisocial forces, the Group rejects any unreasonable request or claim from antisocial forces, does not engage
in any under-the-table dealings with or finance those entities and, takes appropriate legal responses as necessary, and the Group deals with antisocial
forces systemically, in association with outside experts.
6. The Company shall formulate Management Policy Concerning
Conflicts of Interest for the Group to prevent and manage conflict of interest with customers within the Group.
7. The Company shall formulate SMFG Group Policies for
Internal Regulations for Preventing Money Laundering and Terrorist Financing for the Group to prevent money laundering and terrorist financing, and operate and manage businesses in accordance with the policies.
8. In order to verify the status of implementation of the matters
in the preceding paragraphs, the department in charge of internal audits, which is independent from other departments, shall conduct internal audits and, as a department under the direct supervision of the Audit Committee, report the results to the
Audit Committee as well as the Management Committee and other relevant bodies. |
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(Operational status)
The Company formulated a compliance program under the Board
of Directors as a practical implementation plan to achieve compliance within the Company. Based on the program, the Company made efforts to foster compliance awareness throughout the Group and enhance the system for countermeasures against money
laundering and financing to terrorists. Regarding progress of the program, the Compliance Committee including outside experts deliberated the program four times and the results were reported to the Board of Directors.
In accordance with the rules including Regulations on
Assessment of Internal Control Over Financial Reporting, the Company assessed its effectiveness, and reported it to the Audit Committee.
Based on the Whistle-Blowing Guidelines for SMBC Group, the
SMBC Group Alarm Line has been established and managed properly as a whistleblowing system for the entire Group.
The COI Controlling Office has properly managed conflicts
of interest to prevent from unfairly impairing customers interests based on the Management Policy Concerning Conflicts of Interest. In addition, COI Controlling Office conducts monitoring every six months and reports the results to
Group CCO. There were no noteworthy events in the current fiscal year.
The department in charge of internal audits conducted
internal audits on departments of the Company as well as the Group in accordance with the Group Internal Audit Charter and the annual audit plan resolved by the Audit Committee and the Board of Directors, and verified the appropriateness
and effectiveness of the internal management system. The audit results were reported to the Audit Committee four times, and then reported to the Board of Directors through the Audit Committee in accordance with the Policy for Audit
Committee. |
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System for ensuring the appropriateness of business operations of the Group |
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(Detail of the resolution)
1. The Company shall establish the Management Committee under the
Board of Directors as the highest decision-making body over the Groups business execution and management. The Management Committee shall deliberate on important business execution matters before they are executed in accordance with the basic
policies adopted by the Board of Directors. 2. The Company
shall formulate Rules for Managing Group Companies and Rules for Managing Group Companies Concerning Compliance to maintain the Groups integrated compliance system and ensure the appropriateness of management in
accordance with these policies and rules. 3. The Company shall
formulate Rules on Managing Intra-Group Transactions to ensure the fairness and appropriateness of transactions, and shall operate and manage businesses based on the rules. Further, transactions that may materially impact the management
of the Group shall be approved by the Management Committee and reported to the Audit Committee.
4. The Company shall formulate rules and regulations on basic
matters on managing companies of the Group, as well as include them in the policies for managing companies of the Group, to determine the status of the execution of the duties of the Groups directors and ensure that they execute their duties
efficiently. The Company shall operate and manage the Group in accordance with these policies, rules and regulations. |
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(Operational status)
Based on the basic policies adopted by the Board of
Directors, the important matters on business execution for the Group was executed based on the Management Committees deliberation and vote.
Regarding transactions between companies of the Group, the
Company has formulated Rules on Managing Intra-Group Transactions and operations and management are conducted based on these rules. In addition, transactions that may materially impact on the management of the Group shall be approved by
the Management Committee and reported to the Audit Committee. However, there is no corresponding transaction for the fiscal 2021. |
System for employees to assist the Audit Committee, including ensuring their independence from corporate executive officers and the effectiveness of instructions given to
them |
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(Detail of the resolution)
1. The Company shall establish Audit Committee Office to assist
the Audit Committee to execute their duties. 2. The approval
by the Audit Committee shall be required for matters regarding the employees of the Audit Committee Office, including performance review and transfers, to ensure their independence from the corporate executive officers.
3. Employees at the Audit Committee Office shall solely assist the
Audit Committee in performing its duties, according to instructions from the Audit Committee.
4. The Company may assign General Managers, Senior Staff to Audit
Committee to assist the Audit Committee to execute their duties. In this case, the approval of the Audit Committee shall be required for matters regarding the General Manager, Senior Staff to Audit Committee, including performance review and
transfers. 5. General Managers, Senior Staff to Audit
Committee shall audit major subsidiaries of the Group in a way deemed necessary, such as by taking office as corporate auditor of a subsidiary, and shall support the Audit Committee in performing their duties. |
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(Operational status)
The Company has established Audit Committee Office to
assist the Audit Committee to execute its audit duties. The employees at Audit Committee Office solely assist the Audit Committee in performing its duties, according to instructions from the Audit Committee. Personnel evaluation and transfer of
employees were conducted with the consent of the Audit Committee.
The Company has assigned General Managers, Senior Staff to
Audit Committee to assist the Audit Committee to execute its duties. The General Managers, Senior Staff to Audit Committee audited major companies of the Group in a way deemed necessary, such as by taking office as Corporate Auditor at such
companies, and also assisted the duties of the Audit Committee. Personnel evaluation and transfer of the General Managers were conducted with the consent of the Audit Committee. |
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System for executive officers and employees of the Group to report to the Audit Committee, and system to ensure that they shall not be treated unfairly for
their actions |
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(Detail of the resolution)
1. Executive officers and employees of the Group shall report any
discovery of any fact that may materially harm the Group, any wrongdoing, any material violation of laws, regulations, or the Articles of Incorporation (hereinafter referred to as the whistleblower) to the Audit Committee. Further, in
the case when the Audit Committee requests an explanation about a discovery, the whistleblower shall promptly respond to the request.
2. The whistleblower may report any discovery of the above to the
Company internal/external contact office for whistleblowing rather than to the Audit Committee. The Companys department in charge of compliance shall periodically report to the Audit Committee on the status of reception and handling of
whistleblowing allegations. Further, the department shall immediately report any allegation requiring reporting to the Audit Committee based on its impact on business, or when requested to do so by the Audit Committee.
3. The Groups whistleblowing guidelines shall have
provisions prohibiting the unfair treatment of whistleblowers to ensure that they shall not be treated unfairly because of whistleblowing. |
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(Operational status)
The department in charge of compliance made periodical
reports to the Audit Committee on the status of reception and handling of whistleblowing allegations.
The Company has stipulated the provision prohibiting the
unfair treatment of whistleblowers in the Groups whistleblowing guideline, and established the system that whistleblowers shall not be treated unfairly because of the use of the whistleblowing system. |
System for ensuring effective auditing by the Audit Committee |
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(Detail of the resolution)
1. The department in charge of internal audits shall report the
results of internal audits to the Audit Committee as a department reporting directly to the Audit Committee.
2. The basic policy and plan for internal audits shall be approved
by the Audit Committee and the Board of Directors. 3. The
Audit Committee shall instruct the department in charge of internal audits as the need arises, and the department shall conduct internal audits according to the instructions.
4. The representative executive officers shall endeavor to improve
the efficiency of the audit function carried out by the Audit Committee by ensuring opportunities for the regular exchange of opinions with the Audit Committee and through other measures. |
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(Operational status)
The department in charge of internal audits reported the
results of internal audits to the Audit Committee on a regular basis.
The basic policies and basic plan on internal audits were
approved by the Audit Committee and the Board of Directors.
The Audit Committee gave specific instructions to the
department in charge of internal audits as necessary.
The Representative Executive Officers exchanged opinions
with Audit Committee Members four times, and endeavored to improve the efficiency of the Audit Committees auditing function. |
Bearing of expenses for the execution of duties by Audit Committee Members |
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(Detail of the resolution)
Every fiscal year, the Company shall set aside a budget to cover necessary expenses for Audit Committee Members to
execute their duties based on the budget request of the Audit Committee. If an additional budget is requested by the Audit Committee due to a possible budget overrun, the Company shall set aside additional budget, except when the additional budget
is obviously not necessary for executing their duties. |
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(Operational status)
The Company set aside expense budget needed for executing their duties including
on-site audits. |
8
Matters regarding Specified Wholly Owned Subsidiary
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Company Name |
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Address |
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Total book value
(millions of yen) |
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Total assets of the Company
(millions of yen) |
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Sumitomo Mitsui Banking Corporation |
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1-2, Marunouchi
1-chome, Chiyoda-ku,
Tokyo, Japan |
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4,613,790 |
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16,253,088 |
(Note) |
Amounts less than one million yen have been rounded down. |
Others
Policy Regarding the
Exercise of Authority Given to the Board of Directors under the Articles of Incorporation pursuant to paragraph 1, Article 459 of the Companies Act
The Company stipulated in Article 8 of its Articles of Incorporation that except as otherwise provided by applicable law,
the Company may, by resolution of its Board of Directors, acquire for value its own shares with agreement of shareholders pursuant to Item 1, paragraph 1 of Article 459 of the Companies Act. For acquisition of its own shares, the Company will
appropriately act after comprehensively assessing the status of its capital, investment opportunities for future growth and other factors.
9