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
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 Auditor's Report of
Consolidated Financial Statements
Notes to Non-Consolidated Financial Statements
(From April 1, 2020 to March 31, 2021)
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 company's website on the Internet (https://www.smfg.co.jp/english/).
Sumitomo Mitsui Financial Group, Inc.
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.
Type and | ||||||
Allotment | Number of | number of | Issue price | Exercise | ||
date of stock | stock | shares subject | (per stock | Exercise | ||
price | ||||||
acquisition | acquisition | to stock | acquisition | period | ||
(per share) | ||||||
rights | rights | acquisition | right) | |||
rights | ||||||
First series | August 13, | 1,026 | Common stock | 221,500 yen | 1 yen | August 13, |
stock | 2010 | 2010 | ||||
acquisition | 102,600 shares | to August | ||||
rights | 12, 2040 | |||||
Second series | August 16, | 2,682 | Common stock | 187,200 yen | 1 yen | August 16, |
stock | 2011 | 2011 | ||||
acquisition | 268,200 shares | to August | ||||
rights | 15, 2041 | |||||
Third series | August 15, | 2,805 | Common stock | 204,200 yen | 1 yen | August 15, |
stock | 2012 | 2012 | ||||
acquisition | 280,500 shares | to August | ||||
rights | 14, 2042 | |||||
Fourth series | August 14, | 1,157 | Common stock | 415,900 yen | 1 yen | August 14, |
stock | 2013 | 2013 | ||||
acquisition | 115,700 shares | to August | ||||
rights | 13, 2043 | |||||
Fifth series | August 15, | 1,219 | Common stock | 366,100 yen | 1 yen | August 15, |
stock | 2014 | 2014 | ||||
acquisition | 121,900 shares | to August | ||||
rights | 14, 2044 | |||||
Sixth series | August 18, | 1,324 | Common stock | 490,400 yen | 1 yen | August 18, |
stock | 2015 | 2015 | ||||
acquisition | 132,400 shares | to August | ||||
rights | 17, 2045 | |||||
Seventh series | August 15, | 2,012 | Common stock | 281,100 yen | 1 yen | August 15, |
stock | 2016 | 2016 | ||||
acquisition | 201,200 shares | to August | ||||
rights | 14, 2046 | |||||
1
- Stock acquisition rights, etc. of the Company held by the Company's Directors and Executive Officers at the end of the fiscal year
Directors (excluding | ||||
Type and | Outside Directors) and | |||
Number of | number of | Corporate Executive | ||
stock | shares subject | Officers | ||
acquisition | to stock | Number of | ||
rights | acquisition | Number of | stock | |
rights | holders | acquisition | ||
rights | ||||
First series | Common | |||
stock | 8 | stock | 1 | 8 |
acquisition | ||||
rights | 800 shares | |||
Second series | Common | |||
stock | 8 | stock | 1 | 8 |
acquisition | ||||
rights | 800 shares | |||
Third series | Common | |||
stock | 7 | stock | 1 | 7 |
acquisition | ||||
rights | 700 shares | |||
Fourth series | Common | |||
stock | 8 | stock | 2 | 8 |
acquisition | ||||
rights | 800 shares | |||
Fifth series | Common | |||
stock | 12 | stock | 3 | 12 |
acquisition | ||||
rights | 1,200 shares | |||
Sixth series | Common | |||
stock | 57 | stock | 4 | 57 |
acquisition | ||||
rights | 5,700 shares | |||
Seventh | Common | |||
series stock | 33 | stock | 5 | 33 |
acquisition | ||||
rights | 3,300 shares | |||
(Note) These stock acquisition rights shall not be allotted to Outside Directors.
- Stock acquisition rights, etc. of the Company granted to employees, etc. during the fiscal year Not applicable.
2
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:
System for the storage and | (Detail of the resolution) |
management of information related | The Company shall appropriately store and manage information |
to the execution of duties by | related to the execution of duties by corporate executive officers in |
corporate executive officers | accordance with "Policies for Managing Information" and "Rules for |
Managing Information." | |
(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 | (Detail of the resolution) |
management of risk of loss of the | 1. The Company shall establish "Policies on Comprehensive Risk |
Group and others | 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. | |
(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 | |
Management Committee," the Risk Committee was called four times, | |
and the risks considered to have particularly material impact on the | |
Company's 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. | |
System for ensuring the efficient | (Detail of the resolution) |
execution of duties by corporate | 1. The Company shall formulate business plans to ensure the |
executive officers | 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. | |
3 |
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.
(Operational status)
- The Board of Directors formulated and resolved the business plan for fiscal 2021.
- 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.
* 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.
System for ensuring that the | (Detail of the resolution) |
executive officers and employees | 1. The Company shall develop "Basic Policy on Compliance and |
of the Group execute their duties | Risk" and "Policies on Compliance Management" to ensure that |
in accordance with laws and | the executive officers and employees of the Group execute their |
regulations, and the Articles of | duties in accordance with laws and regulations, and the Articles of |
Incorporation | 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 Group's 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 Group's 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." | |
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Sumitomo Mitsui Financial Group Inc. published this content on 28 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2021 07:09:01 UTC.