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.
Documents Attached to the Notice of Convocation of the Ordinary General Meeting of Shareholders
Business Report for the 18th Fiscal Year
April 1, 2019 to March 31, 2020
Sumitomo Mitsui Financial Group, Inc.
(Documents Attached to the Notice of Convocation of the Ordinary General Meeting of Shareholders)
Business Report for the 18th Fiscal Year
(April 1, 2019 to March 31, 2020)
1. Matters Regarding the Current Condition of the Company
- Business Progress and Results of the Group
Economic and Financial Environment
During fiscal 2019 (fiscal year ended March 31, 2020), despite signs of a slowdown in the global economy mainly in Western developed countries and China as prolonged trade friction between the U.S. and China became a major obstacle to international trade and corporate capital investment, moderate growth continued overall up until the latter half of the year. However, since the start of the year, economic activity has been severely restricted due to the worldwide spread of the 2019 novel coronavirus disease (COVID-19). On the whole, up until the end of February, the Japanese economy continued its gradual recovery as the employment environment continued to improve and personal consumption remained firm. However, by the end of the fiscal year, the economy became increasingly sluggish due to factors such as the self-restraint of sales activities aimed at preventing the spread of COVID-19.
In the Japanese financial and capital markets, short-term interest rates reached around minus 0.05%, led by the Bank of Japan (BOJ)'s Quantitative and Qualitative Monetary Easing with Yield Curve Control. While long-term interest rates temporarily rose to the 0.1% range in March of this year due to increased demand for funding as a result of the spread of COVID-19, they subsequently fell to around 0%. The exchange rate mainly moved in the range of 105 yen to 110 yen to the U.S. dollar. While the Japanese yen temporarily appreciated to the 101 yen range to the U.S. dollar in March of this year due to the spread of COVID-19 in the U.S. and the sharp drop in crude oil prices, by the end of the fiscal year it was around 107 yen to the U.S. dollar. The Nikkei Stock Average rose to the 24,000 yen range in January 2020 after continuing to move back and forth around the 21,000 yen range in the first half of the fiscal year. However, it remained around 19,000 yen toward the end of fiscal 2019 due to growing concerns over the deterioration of corporate business performance resulting from the lasting effects of COVID-19.
Regarding financial-related laws and regulations, the "Act on Partial Amendments of Payment Services Act, etc., to Address the Diversification of Financial Transactions based on Advances in Information Technology" was passed in May 2019. The act establishes regulations for transactions using crypto assets and adds the service of providing customer information to third parties as a business of financial institutions. In addition, in March 2020, the Group of Central Bank Governors and Heads of Supervision, which oversees the Basel Committee on Banking Supervision, announced that it has deferred the implementation timeline of the outstanding Basel III standards finalized in each country by one year, resulting from the impact of the spread of COVID-19.
Business Progress and Results
Under these economic and financial circumstances, Sumitomo Mitsui Financial Group, Inc. (hereinafter, "the Company") and its subsidiaries (hereinafter, collectively with the Company, "the Group"), conducting mainly commercial banking and other financial services, including leasing, securities, and consumer finance, have worked to implement our Medium-Term Management Plan for the three fiscal years from fiscal 2017 to fiscal 2019, aimed at achieving the following vision: "We will become a global financial group that, by earning the highest trust of our customers, leads the growth of Japan and the Asian region."
During fiscal 2019, the last year of the Medium-Term Management Plan, we set the basic policy as "Realize a strong finish to the final year of the current Medium-Term Management Plan and undertake initiatives that will deliver sustainable growth, with a view to the next Medium-Term Management Plan" and carried out various initiatives based on the three core policies below to become the financial group of choice for our customers.
1
Core Policies
- Disciplined business management
- Focus on our strengths to generate growth
- Integration across the Group and globally to achieve sustainable growth
-
Disciplined business management
In order to reinforce our asset management business, with high capital efficiency, we further
strengthened our domestic business structure through a merger between Sumitomo Mitsui Asset Management Company, Limited and Daiwa SB Investments Ltd. Furthermore, we acquired all business operations of U.K.-based TT International. In order to optimize our group structure, we speedily reorganized Sumitomo Mitsui Card Company, Limited, Cedyna Financial Corporation, and SMBC Finance Service Co., Ltd., which lead the Group's cashless payment strategy. We also accelerated implementation of operational automation using RPA (Robotic Process Automation) in each Group company, and in Sumitomo Mitsui Banking Corporation (hereinafter, "SMBC"), the completion of the transformation of all branches to next-generation branches.
(2) Focus on our strengths to generate growth
Based on our core competencies and growth opportunities, we have identified "Seven Core Business Areas" and carried out business accordingly.
[Seven Core Business Areas]
- Hold the number one retail banking franchise in Japan
- Build on our lead position in the Japanesemedium-sized enterprise market
- Increase market share in Corporate & Investment Banking in key global markets
- Establish atop-tier position in product lines where we are competitive globally
- Accelerate our"Asia-centric" strategy (Note 1)
- Strengthen sales and trading capability
- Developasset-light businesses: trust banking and asset management
(Note 1) The reinforcement of business in Asia is our most important strategy and we aim to become a leading financial group in Asia by proactively investing resources into the region.
We advanced the following initiatives in the Retail, Wholesale, International, and Global Markets Business Units.
-
Retail Business Unit
The Retail Business Unit engages mainly in business aimed at retail customers.
SMBC improved convenience for customers through measures such as digitizing application procedures for consumer loans. In order to meet the diversifying asset management needs of customers, SMBC and SMBC Nikko Securities Inc. continued to collaborate to promote customer-focused wealth management business. As a result, the balances of assets under custody rose steadily. In the payment business segment, Sumitomo Mitsui Card Company, Limited and Cedyna Financial Corporation implemented measures to enrich the services available to customers, such as expanding the functions of smartphone apps, and as a result credit card purchase volumes increased steadily.
(b) Wholesale Business Unit
The Wholesale Business Unit engages in business mainly aimed at large- and medium-sized corporate clients in Japan.
2
For medium-sized corporate clients, the Group provided diverse solutions tailored to the growth stages of individual customers. For large-sized corporate clients, to meet increasingly advanced and complex needs, such as cross-border M&A transactions, the Group further accelerated businesses focused on providing solutions to clients' management issues including providing high value-added proposals through collaboration between Group companies, both in Japan and overseas. As the tide of digitalization continues throughout society, the Group created new businesses, such as SMBC's "Biz-Create," an online business matching service, and the launch of a cloud-based electronic contract service by SMBC CLOUDSIGN, Inc., a joint venture between the Company and Bengo4.com, Inc.
(c) International Business Unit (Note 2)
The International Business Unit engages in business aimed at Japanese and non-Japanese companies and financial institutions operating business overseas, and foreign companies operating inside Japan.
For overseas customers, as a result of the promotion of cross-selling on a global Group basis, the Group expanded the number of bond underwritings as an active book runner (Note 3), carrying on the expansion from the previous year. The Group also continued to work to enhance its business in areas in which the Group possesses particular strengths, such as aircraft leasing. In Asia, we deepened relationships with local blue chip companies and high-growth companies. In Indonesia, our consolidated subsidiary, PT Bank BTPN Tbk expanded its business as a full-line commercial bank that handles both wholesale and retail businesses and established a system capable of providing comprehensive financial services through collaborations with Group companies which engage in securities and leasing businesses.
(Note 2) As of April 1, 2020, the "International Business Unit" has been renamed to the "Global Business Unit."
(Note 3) A securities company that plays a key underwriting role when offering and selling securities.
(d) Global Markets Business Unit
The Global Markets Business Unit carries out ALM operations (Note 4) that comprehensively manage the liquidity risk and interest rate risk, and provides customers with services through marketable products such as foreign currency, derivatives, bonds, and stocks.
SMBC and SMBC Nikko Securities expanded their offerings of marketable products such as stocks, foreign currency, and derivatives, and enhanced collaboration between their sales and product development sections. Through this, they established a solution proposal-based business model that promptly meets customers' diversified investment targets and needs. In order to stabilize its procurement of foreign currency, SMBC continued to issue foreign-denominated covered bonds, which are secured by products such as SMBC's housing loan bonds.
(Note 4) Asset Liability Management: A risk management method that optimizes future asset and liability balance and seeks to maximize revenue.
3
-
Integration across the Group and globally to achieve sustainable growth
(a) Governance and management structure to maximize our business potential
The Group enhanced its product and service provision capabilities and met the diverse needs of a broad range of customers on a group-wide and global basis under the business unit system. By controlling personnel and system investment amounts, such as the focused allocation of personnel and system investment in growth fields, on a group-wide and global basis, we optimized resource allocation on a group-wide basis. Based on domestic and foreign regulatory trends, we engaged in risk management and compliance system improvement measures, such as the prevention of money laundering and financing to terrorists. In order to further strengthen our corporate governance system, in June 2019, SMBC and SMBC Nikko Securities Inc. transformed to a company with an Audit and Supervisory Committee, respectively.
(b) Digitalization
With the rapid advancement of digitalization throughout society, Group companies used digital technologies to improve operational efficiency and productivity. Sumitomo Mitsui Card Company, Limited, together with GMO Payment Gateway, Inc. and Visa Worldwide (Japan) Co., Ltd., continued the building of a next-generation payment platform and began offering "stera," a comprehensive payment platform that provides all the functions necessary for cashless payment in a single package. Sumitomo Mitsui Card Company, Limited used its cashless data to begin providing "Custella," a data analysis support service that assists clients with their sales activities.
(c) Enhancement of Corporate Sustainability Management
Group companies collaborated to actively reduce environmental impacts through their operations, such as by providing support for renewable energy projects using wind or solar power. In order to implement the recommendations of the Task Force on Climate-related Financial Disclosures, established by the Financial Stability Board, which is composed of financial authorities in key countries, in April 2019, SMBC became the first G-SIFIs (Note 5) to quantitatively perform tentative calculations of the financial impact of climate change and to disclose its findings. In January 2020, it expanded its analysis scope to also include risks occurring in the process of the transition to low-carbon society, and disclosed its findings regarding the corresponding impact. The Company became a signatory to the Principles for Responsible Banking, issued in September 2019 by the United Nations Environment Programme Finance Initiative, and declared its intent to engage in business activities that contribute to the realization of sustainable society.
(Note 5) Financial institutions certified by the Financial Stability Board as being systematically and globally important.
As a result of these initiatives, the Company recorded consolidated ordinary profit and consolidated profit attributable to owners of parent of 932.0 billion yen and 703.8 billion yen, respectively, in fiscal 2019.
4
[Summary of Performance]
Sumitomo Mitsui Financial Group
FY2018 | FY2019 | |
Ordinary profit | 1,135.3 billion yen | 932.0 billion yen |
Profit attributable to owners | 726.6 billion yen | 703.8 billion yen |
of parent | ||
(Note) Amounts less than one hundred million yen have been rounded down.
Sumitomo Mitsui Banking Corporation (For reference)
FY2018 | FY2019 | |
Ordinary profit | 649.6 billion yen | 483.9 billion yen |
Net income | 477.3 billion yen | 317.3 billion yen |
(Note) Amounts less than one hundred million yen have been rounded down.
5
Issues to be addressed
In fiscal 2020, we revised our mission and formulated a new Medium-Term Management Plan for the three years up to fiscal 2022.
As we move forward with our new mission and Medium-Term Management Plan, considering the significant impact to our customers and the economy caused by COVID-19, we strive to fulfill our social responsibility through the financial services that our group companies provide as financial infrastructure essential for maintaining social functions and supporting local communities and society.
For consumers in Japan, in order to respond to urgent funding needs, we are extending loans with low interest rates and providing flexibility by reviewing lending procedures. We are also upgrading our online services so that our customers can complete various transactions without coming to our branches. For corporates, we are supporting business continuity by setting up special funds to strengthen their liquidity positions and providing online services at our group companies for payments and other procedures. As for the support for local communities and society, we are making donations to medical research activities as well as the promotion of culture and arts. Furthermore, we are taking measures to prevent the spread of COVID-19 at our branches and encouraging telework to continue our services while ensuring the safety of our customers and employees.
On that basis, we will implement various initiatives to achieve our mission and management goals of our new Medium-Term Management Plan.
We have worked to achieve sustainable growth and enhance corporate value over the medium- to long-term by following our mission focusing on "Customer", "Shareholder" and "Employees" as a universal concept for group management. However, our business environment has undergone major changes including the worsening of environmental and social issues, the momentum to pursue a sustainable society, intensified competition with transcending barriers of industries, changes of organizational culture, and diversification of employees. As a way to pass down unchanging fundamental beliefs while accepting the changes to the environment, we revised our mission for the first time and added "We contribute to a sustainable society by addressing environmental and social issues". At the same time, we set a new medium- to long-term vision of becoming "A trusted global solution provider committed to the growth of our customers and advancement of society" and revised "Five values", which are to be shared by all SMBC Group employees.
In order to realize this vision, we will take steady steps by promoting various initiatives based on the three core policies under the new Medium-Term Management Plan.
6
Three Core Policies
(1) Transformation: Transform existing businesses
Improve profitability and efficiency by engaging in business model transformation and structural cost reform among major business areas while ensuring strategic resource allocation. Specifically, mainly in the domestic business, we will rebuild the business franchise and preform strategic reallocation of resources corresponding to the market potential and pursue the improvement of both our service quality and business productivity through digitalization and streamlining of our business administration. Furthermore, in business areas where there is growth potential, we will aim to enhance our capability of providing high-quality solutions to our customers and strengthen competitiveness of our products and services by restructuring the business model and organizational structure to maximally leverage our group capability.
(2) Growth: Seek new growth opportunities
Explore new growth opportunities including non-financial business fields and generate new added value by making investments for the future to increase our profit base. Specifically, we will (a) strengthen businesses with high asset efficiency such as asset management and payment business in response to the structural change in the financial market, (b) expand our business franchise in Asia where medium- to long term growth is expected, and (c) develop new businesses that provide solutions utilizing data and digital technology to expand our business base for future growth.
Under our business strategy of "Transformation" and "Growth", we have identified "Seven Key Strategies".
Seven Key Strategies
7
(3) Quality: Elevate quality in all aspects
Make a consistent effort to enhance our management system and corporate infrastructure as a global financial institution to realize sustainable growth. Specifically, as a basic management policy, we continue to ensure our customer-oriented approach and at the same time, we will take further actions such as promoting green finance and financial education programs to contribute to a sustainable society. In addition, we will continue to sophisticate human resource management and development to have employees perform at their full potential, and we will develop IT infrastructure in order to achieve both convenience improvement and strong cyber security. Furthermore, we enhance our governance system in a global basis including risk management and compliance areas.
We aim to respond to shareholder expectations by showing steady results regarding the initiatives described above. We look forward to the continued understanding and support of our shareholders.
8
- Changes in Financial Position and Results of Operations (Consolidated Basis andNon-Consolidated Basis)
- Changes in Financial Position and Results of Operations (Consolidated Basis)
Unit: billions of yen | ||||
FY2016 | FY2017 | FY2018 | FY2019 | |
(Fiscal year ended | (Fiscal year ended | (Fiscal year ended | (Fiscal year ended | |
March 31, 2017) | March 31, 2018) | March 31, 2019) | March 31, 2020) | |
Ordinary income | 5,133.2 | 5,764.1 | 5,735.3 | 5,314.3 |
Ordinary profit | 1,005.8 | 1,164.1 | 1,135.3 | 932.0 |
Profit attributable to | 706.5 | 734.3 | 726.6 | 703.8 |
owners of parent | ||||
Comprehensive income | 966.0 | 984.1 | 795.1 | 372.9 |
Net assets | 11,234.2 | 11,612.8 | 11,451.6 | 10,784.9 |
Total assets | 197,791.6 | 199,049.1 | 203,659.1 | 219,863.5 |
(Notes) 1. Amounts less than one hundred million yen have been rounded down.
2. The Company has 174 consolidated subsidiaries and 101 unconsolidated subsidiaries and related companies accounted for by the equity method as of March 31, 2020.
9
b. Changes in Financial Position and Results of Operations (Non-Consolidated Basis)
Unit: billions of yen | ||||||
FY2016 | FY2017 | FY2018 | FY2019 | |||
(Fiscal year ended | (Fiscal year ended | (Fiscal year ended | (Fiscal year ended | |||
March 31, 2017) | March 31, 2018) | March 31, 2019) | March 31, 2020) | |||
Operating income | 502.4 | 366.3 | 522.5 | 833.8 | ||
Dividends received | 428.8 | 257.0 | 371.8 | 659.4 | ||
Dividends | ||||||
received from | 408.4 | 223.3 | 325.3 | 637.7 | ||
banking | ||||||
subsidiaries | ||||||
Dividends | ||||||
received from | 17.5 | 31.0 | 40.2 | 10.7 | ||
other subsidiaries | ||||||
Net income | (millions of yen) | (millions of yen) | (millions of yen) | (millions of yen) | ||
450,775 | 229,300 | 474,196 | 636,128 | |||
Earnings per share | (yen) | (yen) | (yen) | (yen) | ||
319.69 | 162.57 | 339.29 | 462.60 | |||
Total assets | 10,457.1 | 12,104.9 | 12,991.3 | 14,225.4 | ||
Investments in | ||||||
banking | 4,613.8 | 4,613.8 | 4,613.7 | 4,613.7 | ||
subsidiaries | ||||||
Investments in | ||||||
other | 1,489.0 | 1,489.7 | 1,265.7 | 1,533.6 | ||
subsidiaries |
(Notes) 1. Amounts less than one hundred million yen have been rounded down.
2. "Partial Amendments to Accounting Standard for Tax Effect Accounting" (ASBJ Statement No. 28, February 16, 2018) has been adopted from the fiscal year ended March 31, 2019, whereby deferred tax assets are presented under investments and other assets, while deferred tax liabilities are presented under fixed liabilities. This change has been reflected in fiscal years ended March 31, 2018 and before as well.
10
- Employees of the Group
March 31, 2020 | |||||
Wholesale | Retail | International | Global | Head Office | |
Markets | |||||
Business Unit | Business Unit | Business Unit | Account | ||
Business Unit | |||||
Number of | 7,463 | 32,926 | 29,333 | 1,299 | 15,422 |
employees | |||||
March 31, 2019 |
Wholesale | Retail | International | Global | Head Office | ||
Markets | ||||||
Business Unit | Business Unit | Business Unit | Account | |||
Business Unit | ||||||
Number of | 7,396 | 34,055 | 28,989 | 1,282 | 14,937 | |
employees | ||||||
(Notes) 1. 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 (14,134 persons as of March 31, 2020; | ||||||
15,089 persons as of March 31, 2019). |
- The number of employees is the number of persons engaged in the Company and consolidated subsidiaries.
- The businesses handled by each business unit are the following.
Wholesale Business Unit: | Businesses dealing with domestic medium-to-large-sized enterprises |
Retail Business Unit: | Businesses dealing with domestic individual and small-to-medium-sized |
enterprises | |
International Business Unit: | Businesses dealing with international (including Japanese) corporate customers |
Global Markets Business Unit: | Businesses dealing with financial markets |
Head Office account: | Businesses other than those above |
11
- Principal Offices of the Group
Company name | Reportable segment | Principal office | Number of branches | |||||
As of March | As of March | |||||||
31, 2020 | 31, 2019 | |||||||
Wholesale Business | Head Office | |||||||
Unit | ||||||||
Retail Business Unit | Domestic | Tokyo Main Office | 865 | 893 | ||||
Sumitomo Mitsui | International | Osaka Head Office | ||||||
Business Unit | ||||||||
Banking Corporation | ||||||||
Global Markets | Kobe Main Office, | |||||||
Business Unit | etc. | |||||||
Head Office Account | Overseas | New York Branch, | 41 | 42 | ||||
etc. | ||||||||
Wholesale Business | ||||||||
Unit | ||||||||
SMBC Trust Bank Ltd. | Retail Business Unit | Head Office, etc. | 35 | 35 | ||||
International | ||||||||
Business Unit | ||||||||
Wholesale Business | ||||||||
Unit | ||||||||
Retail Business Unit | ||||||||
SMBC Nikko | International | Head Office, etc. | ||||||
Securities Inc. | Business Unit | |||||||
Global Markets | ||||||||
Business Unit | ||||||||
Head Office Account | ||||||||
Sumitomo Mitsui Card | Retail Business Unit | Tokyo Head Office | ||||||
Company, Limited | Osaka Head Office, etc. | |||||||
Cedyna Financial | Retail Business Unit | Head Office | ||||||
Corporation | Tokyo Head Office, etc. | |||||||
SMBC Consumer | Retail Business Unit | Head Office, etc. | ||||||
Finance Co., Ltd. | ||||||||
The Japan Research | Head Office Account | Tokyo Head Office | ||||||
Institute, Limited | Osaka Head Office, etc. | |||||||
Sumitomo Mitsui DS | ||||||||
Asset Management | Head Office Account | Head Office, etc. | ||||||
Company, Limited | ||||||||
(Note) The businesses handled by each business unit are the following. | ||||||||
Wholesale Business Unit: | Businesses dealing with domestic medium-to-large-sized enterprises | |||||||
Retail Business Unit: | Businesses dealing with domestic individual and small-to-medium-sized enterprises | |||||||
International Business Unit: | Businesses dealing with international (including Japanese) corporate customers | |||||||
Global Markets Business Unit: Businesses dealing with financial markets | ||||||||
Head Office account: | Businesses other than those above |
12
- Capital Investment of the Groupa. Total Amount of Capital Investment
Unit: millions of yen
Company name | Reportable segment | Amount |
Sumitomo Mitsui Financial Group, Inc. | Head Office Account | 15,844 |
Wholesale Business Unit | ||
Sumitomo Mitsui Banking Corporation | Retail Business Unit | |
International Business Unit | 105,833 | |
Global Markets Business Unit | ||
Head Office Account | ||
Wholesale Business Unit | ||
SMBC Trust Bank Ltd. | Retail Business Unit | 5,279 |
International Business Unit | ||
Wholesale Business Unit | ||
Retail Business Unit | ||
SMBC Nikko Securities Inc. | International Business Unit | 29,405 |
Global Markets Business Unit | ||
Head Office Account | ||
Sumitomo Mitsui Card Company, Limited | Retail Business Unit | 23,015 |
Cedyna Financial Corporation | Retail Business Unit | 8,204 |
SMBC Consumer Finance Co., Ltd. | Retail Business Unit | 8,334 |
The Japan Research Institute, Limited | Head Office Account | 7,728 |
Sumitomo Mitsui DS Asset Management Company, | Head Office Account | 2,304 |
Limited | ||
Others | - | 26,106 |
Total | 232,055 |
(Notes) | 1. Amounts less than one million yen have been rounded down. | |||||||
2. The businesses handled by each business unit are the following. | ||||||||
Wholesale Business Unit: | Businesses dealing with domestic medium-to-large-sized enterprises | |||||||
Retail Business Unit: | Businesses dealing with domestic individual and small-to-medium-sized | |||||||
enterprises | ||||||||
International Business Unit: | Businesses dealing with international (including Japanese) corporate customers | |||||||
Global Markets Business Unit: Businesses dealing with financial markets | ||||||||
Head Office account: | Businesses other than those above | |||||||
b. Establishment of Principal Facilities, etc. | Unit: millions of yen | |||||||
Company name | Reportable segment | Description | Amount | |||||
Sumitomo Mitsui | Head Office Account | Branch facilities, etc. | 15,745 | |||||
Financial Group, Inc. | ||||||||
Wholesale Business Unit | Branch facilities, etc. | 19,402 | ||||||
Sumitomo Mitsui | Retail Business Unit | |||||||
International Business Unit | ||||||||
Banking Corporation | ||||||||
Global Markets Business Unit | Software | 59,000 | ||||||
Head Office Account | ||||||||
(Notes) | 1. Amounts less than | one million yen have been rounded down. | ||||||
2. The businesses handled by each business unit are the following. | ||||||||
Wholesale Business Unit: | Businesses dealing with domestic medium-to-large-sized enterprises | |||||||
Retail Business Unit: | Businesses dealing with domestic individual and small-to-medium-sized | |||||||
enterprises | ||||||||
International Business Unit: | Businesses dealing with international (including Japanese) corporate customers | |||||||
Global Markets Business Unit: Businesses dealing with financial markets | ||||||||
Head Office account: | Businesses other than those above | |||||||
13 |
- Parent Company and Principal Subsidiaries, etc.
- Parent Company Not applicable.
- Principal Subsidiaries, etc.
Capital | Percentage | |||||
Company name | Location | Main business | Date of | of the | ||
(millions of | Company's | Other | ||||
establishment | ||||||
yen) | voting | |||||
rights (%) | ||||||
Sumitomo Mitsui Banking | Chiyoda-ku, Tokyo | Commercial banking | June 6, 1996 | 1,770,996 | 100.00 | - |
Corporation | ||||||
SMBC Trust Bank Ltd. | Minato-ku, Tokyo | Commercial banking | February 25, | 87,550 | 100.00 | - |
and trust services | 1986 | (100.00) | ||||
Sumitomo Mitsui Finance | February 4, | |||||
and Leasing Company, | Chiyoda-ku, Tokyo | Leasing | 15,000 | 50.00 | - | |
1963 | ||||||
Limited | ||||||
SMBC Nikko Securities Inc. | Chiyoda-ku, Tokyo | Securities | June 15, 2009 | 10,000 | 100.00 | - |
Sumitomo Mitsui Card | Chuo-ku, Osaka | Credit card | December 26, | 34,000 | 100.00 | - |
Company, Limited | 1967 | |||||
Cedyna Financial Corporation | Naka-ku, Nagoya | Credit card and | September 11, | 82,843 | 100.00 | - |
Installment | 1950 | (100.00) | ||||
SMBC Consumer Finance | Chuo-ku, Tokyo | Consumer lending | March 20, | 140,737 | 100.00 | - |
Co., Ltd. | 1962 | |||||
System | ||||||
The Japan Research Institute, | development, | |||||
Shinagawa-ku, Tokyo | data processing, | November 1, | 10,000 | 100.00 | - | |
Limited | management | 2002 | ||||
consulting, and | ||||||
economic research | ||||||
Sumitomo Mitsui DS Asset | Investment advisory | |||||
Management Company, | Minato-ku, Tokyo | and investment trust | July 15, 1985 | 2,000 | 50.12 | - |
Limited | management | |||||
Sumitomo Mitsui Banking | London, U.K. | Commercial banking | March 5, | 348,192 | 100.00 | |
[USD 3.2 | - | |||||
Corporation Europe Limited | 2003 | (100.00) | ||||
billion] | ||||||
Sumitomo Mitsui Banking | Shanghai, People's | Commercial banking | April 27, | 153,100 | 100.00 | |
[RMB 10 | - | |||||
Corporation (China) Limited | Republic of China | 2009 | (100.00) | |||
billion] | ||||||
PT Bank BTPN Tbk | Jakarta, Republic of | Commercial banking | February 5, | 1,075 | 93.52 | |
[IDR 162.9 | - | |||||
Indonesia | 1958 | (93.52) | ||||
billion] | ||||||
SMBC Americas Holdings, | Wilmington, | Bank Holding | August 8, | 0 | 100.00 | - |
Inc. | Delaware, U.S.A. | Company | 1990 | [USD 2,100] | (100.00) | |
SMBC Guarantee Co., Ltd. | Minato-ku, Tokyo | Credit guarantee | July 14, 1976 | 187,720 | 100.00 | - |
(100.00) | ||||||
Sumitomo Mitsui Auto | Shinjuku-ku, Tokyo | Leasing | February 21, | 13,636 | 21.99 | - |
Service Company, Limited | 1981 | |||||
(Notes) 1. The capital has been rounded down to the nearest unit and the percentage of the Company's voting rights in subsidiaries has been rounded down to the nearest second decimal place.
- The capital denominated in foreign currency has been translated into Japanese yen at the exchange rate as of the account closing date.
- Figures in parentheses ( ) in the voting rights column indicate voting rights held indirectly.
- Daiwa SB Investments Ltd., which was previously stated, has been excluded from the Company's equity method affiliates because this company ceased to exist due to the merger with Sumitomo Mitsui Asset Management Company, Limited on April 1, 2019. In addition, Sumitomo Mitsui Asset Management Company, Limited has changed its name to Sumitomo Mitsui DS Asset Management Company, Limited.
14
(7) Major Borrowings
Balance of borrowings | Investment in the Company | |||
Creditor | ||||
Number of shares held | Percentage of voting | |||
(millions of yen) | ||||
(100 shares) | rights (%) | |||
Sumitomo Mitsui Banking | 1,228,030 | - | - | |
Corporation | ||||
(Note) Amounts less than one million yen have been rounded down. |
- Material Matters regarding Business Transfer, etc.
Date of business transfer, etc. | Status of business transfer, etc. |
Sumitomo Mitsui Asset Management Company, Limited and Daiwa SB
April 1, 2019Investments Ltd. merged on April 1, 2019 and the merged company has changed its name to Sumitomo Mitsui DS Asset Management Company, Limited.
15
2. Matters regarding Directors and Corporate Executive Officers
- Directors and Corporate Executive Officersa. Directors
(As of March 31, 2020)
Name | Position and responsibility | Significant concurrent positions | Other |
Takeshi Kunibe | Chairman of the Board | Director of TAISHO | - |
Member of the Nominating | PHARMACEUTICAL HOLDINGS | ||
Committee | Co., Ltd. | ||
Member of the | Director of NEC Corporation | ||
Compensation Committee | |||
Jun Ohta* | Director | - | - |
Member of the | |||
Compensation Committee | |||
Makoto Takashima | Director | President of Sumitomo Mitsui | - |
Banking Corporation | |||
(Representative Director) | |||
Haruyuki Nagata* | Director | Director of Sumitomo Mitsui Banking | - |
Corporation | |||
Toru Nakashima* | Director | Director of Sumitomo Mitsui Banking | - |
Corporation | |||
Atsuhiko Inoue | Director | Director of Sumitomo Mitsui Banking | - |
Member of the Audit | Corporation | ||
Committee | |||
Toru Mikami | Director | - | - |
Member of the Audit | |||
Committee | |||
Tetsuya Kubo | Director | Representative Director, Chairman of | - |
the Board of SMBC Nikko Securities | |||
Inc. | |||
Masayuki Matsumoto | Director (outside) | Special Advisor of Central Japan | - |
Member of the Nominating | Railway Company | ||
Committee | |||
Member of the Audit | |||
Committee (Chairman) | |||
Arthur M. Mitchell | Director (outside) | Attorney at Law, admitted in New | - |
Member of the Nominating | York | ||
Committee | Registered Foreign Attorney in Japan | ||
Member of the | |||
Compensation Committee | |||
Shozo Yamazaki | Director (outside) | Certified Public Accountant | He has |
Member of the Audit | Status of other concurrent positions | considerable | |
Committee | shall be as described in "Concurrent | expertise in | |
Positions and Other Details on | finance and | ||
Outside Directors" below. | accounting. |
16
Name | Position and responsibility | Significant concurrent positions | Other |
Masaharu Kohno | Director (outside) | Status of concurrent positions shall be | - |
Member of the Nominating | as described in "Concurrent Positions | ||
Committee | and Other Details on Outside | ||
Directors" below. | |||
Yoshinobu Tsutsui | Director (outside) | Chairman of NIPPON LIFE | - |
Member of the Nominating | INSURANCE COMPANY | ||
Committee (Chairman) | Status of other concurrent positions | ||
Member of the | shall be as described in "Concurrent | ||
Compensation Committee | Positions and Other Details on | ||
Outside Directors" below. | |||
Katsuyoshi Shinbo | Director (outside) | Attorney at Law | - |
Member of the Audit | Status of other concurrent positions | ||
Committee | shall be as described in "Concurrent | ||
Member of the | Positions and Other Details on | ||
Compensation Committee | Outside Directors" below. | ||
(Chairman) | |||
Eriko Sakurai | Director (outside) | Chairman and CEO of Dow Toray | - |
Member of the Nominating | Co., Ltd. | ||
Committee | Status of other concurrent positions | ||
Member of the | shall be as described in "Concurrent | ||
Compensation Committee | Positions and Other Details on | ||
Outside Directors" below. |
(Notes) 1. Directors Messrs. Masayuki Matsumoto, Arthur M. Mitchell, Shozo Yamazaki, Masaharu Kohno, Yoshinobu Tsutsui, Katsuyoshi Shinbo and Ms. Eriko Sakurai are Outside Directors as provided for in Article 2, Item 15 of the Companies Act.
- To ensure audit effectiveness, the Company has elected twonon-executive Directors Messrs. Atsuhiko Inoue and Toru Mikami as full-time members of the Audit Committee.
- Directors with an asterisk (*) concurrently serve as Corporate Executive Officers.
- The Company has designated Directors Messrs. Masayuki Matsumoto, Arthur M. Mitchell, Shozo Yamazaki, Masaharu Kohno, Yoshinobu Tsutsui, Katsuyoshi Shinbo and Ms. Eriko Sakurai as Independent Directors in accordance with the requirements of the financial instruments exchanges in Japan, such as Tokyo Stock Exchange, Inc.
- Change in significant concurrent position as of April 1, 2020:
Director | Tetsuya Kubo | Advisor of SMBC Nikko Securities Inc. | ||
Directors who resigned during the Fiscal Year | ||||
Name | Position and responsibility | Significant concurrent positions | Other | |
Koichi Miyata | Chairman of the Board | Chairman of the Board of Sumitomo | Resigned on | |
Member of the Nominating | Mitsui Banking Corporation | April 1, 2019 | ||
Committee | Director of SONY CORPORATION | |||
Member of the | Corporate Auditor of Isetan | |||
Compensation Committee | Mitsukoshi Holdings Ltd. | |||
Kozo Ogino* | Director | Director of Sumitomo Mitsui Banking | Resigned on | |
Corporation | April 1, 2019 | |||
(Representative Director) |
(Notes) 1. | Position and responsibility and significant concurrent positions are reported as of the date of resignation. |
2. | The director with an asterisk (*) concurrently served as Corporate Executive Officer. |
17
b. Corporate Executive Officers
(As of March 31, 2020)
Name | Position and responsibility | Significant concurrent positions | Other |
Jun Ohta* | President | - | - |
(Representative Corporate | |||
Executive Officer) | |||
Group CEO | |||
Gotaro Michihiro | Deputy President and | Director of Sumitomo Mitsui | - |
Corporate Executive Officer | Banking Corporation | ||
(Representative Corporate | (Representative Director) | ||
Executive Officer) | |||
Co-Head of Wholesale | |||
Business Unit | |||
Masahiko Oshima | Deputy President and | Director of Sumitomo Mitsui | - |
Corporate Executive Officer | Banking Corporation | ||
(Representative Corporate | (Representative Director) | ||
Executive Officer) | |||
Head of International Business | |||
Unit | |||
Toshikazu Yaku | Deputy President and | Director of Sumitomo Mitsui | - |
Corporate Executive Officer | Banking Corporation | ||
(Representative Corporate | (Representative Director) | ||
Executive Officer) | |||
Group CCO and Group CHRO | |||
Responsible for General | |||
Affairs Dept., Human | |||
Resources Dept., Quality | |||
Management Dept. and | |||
Administrative Services Dept. | |||
Katsunori Tanizaki | Senior Managing Corporate | Senior Managing Executive Officer | - |
Executive Officer | of Sumitomo Mitsui Banking | ||
Group CDIO | Corporation | ||
Responsible for IT Innovation | Representative Director, President | ||
Dept. | and CEO of The Japan Research | ||
Institute, Limited | |||
Naoki Tamura | Senior Managing Corporate | Senior Managing Executive Officer | - |
Executive Officer | of Sumitomo Mitsui Banking | ||
Head of Retail Business Unit | Corporation | ||
Hiroshi Munemasa | Senior Managing Corporate | Senior Managing Executive Officer | - |
Executive Officer | of Sumitomo Mitsui Banking | ||
Head of Global Markets | Corporation | ||
Business Unit | |||
Kimio Matsuura | Senior Managing Corporate | Senior Managing Executive Officer | - |
Executive Officer | of Sumitomo Mitsui Banking | ||
Co-Head of Wholesale | Corporation | ||
Business Unit | |||
Haruyuki Nagata* | Senior Managing Corporate | Director of Sumitomo Mitsui | - |
Executive Officer | Banking Corporation | ||
Group CRO | |||
Responsible for Corporate | |||
Risk Management Dept. and | |||
Credit & Investment Planning | |||
Dept. |
18
Name | Position and responsibility | Significant concurrent positions | Other |
Toru Nakashima* | Senior Managing Corporate | Director of Sumitomo Mitsui | - |
Executive Officer | Banking Corporation | ||
Group CFO and Group CSO | |||
Responsible for Public | |||
Relations Dept., Corporate | |||
Planning Dept., Financial | |||
Accounting Dept. and | |||
Subsidiaries & Affiliates Dept. | |||
Shoji Masuda | Managing Corporate Executive Director of Sumitomo Mitsui | - | |
Officer | Banking Corporation | ||
Group CIO | Director of The Japan Research | ||
Responsible for IT Planning | Institute, Limited | ||
Dept., Data Management Dept. | |||
and Operations Planning Dept. |
(Notes) 1. Corporate Executive Officers with an asterisk (*) concurrently serve as Directors.
-
CEO: Chief Executive Officer
CCO: Chief Compliance Officer
CHRO: Chief Human Resources Officer
CDIO: Chief Digital Innovation Officer
CRO: Chief Risk Officer
CFO: Chief Financial Officer
CSO: Chief Strategy Officer
CIO: Chief Information Officer - Changes in positions and responsibilities and in significant concurrent positions as of April 1, 2020:
Deputy President and Corporate | Masahiko Oshima | Head of Global Business Unit (On April 1, the |
Executive Officer (Representative | International Business Unit was renamed to the | |
Corporate Executive Officer) | Global Business Unit) | |
Deputy President and Corporate | Toshikazu Yaku | Group CCO and Group CHRO |
Executive Officer (Representative | Responsible for General Affairs Dept., Human | |
Corporate Executive Officer) | Resources Dept., Quality Management Dept., | |
Compliance Dept. and Administrative Services | ||
Dept. | ||
Senior Managing Corporate Executive | Katsunori Tanizaki | No longer responsible for IT Innovation Dept. |
Officer | Group CDIO | |
Responsible for Digital Solution Division and | ||
Digital Strategy Dept. | ||
Senior Managing Corporate Executive | Hiroshi Munemasa | Resigned from Senior Managing Corporate |
Officer | Executive Officer | |
Resigned from Senior Managing Executive | ||
Officer of Sumitomo Mitsui Banking Corporation | ||
Senior Managing Corporate Executive | Haruyuki Nagata | Group CRO |
Officer | Responsible for Corporate Risk Management | |
Dept., Risk Management Dept., Americas | ||
Division and Credit & Investment Planning Dept. | ||
Senior Managing Corporate Executive | Toru Nakashima | No longer responsible for Subsidiaries & |
Officer | Affiliates Dept. | |
Group CFO and Group CSO | ||
Responsible for Public Relations Dept., Corporate | ||
Planning Dept., Business Development Dept. and | ||
Financial Accounting Dept. | ||
Managing Corporate Executive Officer | Shoji Masuda | Senior Managing Corporate Executive Officer |
Group CIO | ||
Responsible for IT Planning Dept., System | ||
Security Planning Dept., Data Management Dept. | ||
and Operations Planning Dept. | ||
Assumption of Corporate Executive Officers as of April 1, 2020: | ||
Fumiharu Kozuka | Senior Managing Corporate Executive Officer | |
Group CAE (Chief Audit Executive) | ||
Responsible for Audit Dept. | ||
Masamichi Koike | Senior Managing Corporate Executive Officer | |
Head of Global Markets Business Unit |
Senior Managing Executive Officer of Sumitomo
Mitsui Banking Corporation
19
Changes in responsibilities as of May 1, 2020: | ||
Deputy President and Corporate | Toshikazu Yaku | Discharged from Group CCO |
Executive Officer | No longer responsible for Compliance Dept. | |
(Representative Corporate Executive |
Officer)
Assumption of Corporate Executive Officers as of May 1, 2020:
Tetsuro Imaeda | Senior Managing Corporate Executive Officer |
Group CCO | |
Responsible for Compliance Dept. | |
Director of Sumitomo Mitsui Banking | |
Corporation |
Corporate Executive Officers who resigned during the Fiscal Year
Name | Position and responsibility | Significant concurrent positions | Other |
Takeshi Kunibe* | President | Director of NEC Corporation | Resigned on April |
(Representative Corporate | 1, 2019 | ||
Executive Officer) | |||
Group CEO | |||
Kozo Ogino* | Deputy President and | Director of Sumitomo Mitsui | Resigned on April |
Corporate Executive Officer | Banking Corporation | 1, 2019 | |
Group CRO | (Representative Director) | ||
Responsible for Corporate | |||
Risk Management Dept. and | |||
Credit & Investment | |||
Planning Dept. | |||
Manabu Narita | Deputy President and | Director of Sumitomo Mitsui | Resigned on April |
Corporate Executive Officer | Banking Corporation | 1, 2019 | |
Head of Wholesale Business | (Representative Director) | ||
Unit |
(Notes) 1. | Position and responsibility and significant concurrent positions are reported as of the date of resignation. |
2. | Corporate Executive Officers with an asterisk (*) concurrently served as Directors. |
20
- Compensation, etc. for Directors and Corporate Executive Officers
Unit: millions of yen | ||
Classification | Persons paid | Compensation, etc. |
Directors | 13 | 353 |
Corporate Executive | 11 | 542 |
Officers | ||
Total | 24 | 896 |
(Notes) 1. Amounts less than one million yen have been rounded down.
- Corporate Executive Officers do not receive an employee salary nor do they receive consideration for the performance of other duties.
- Compensation, etc. paid to Directors concurrently serving as Corporate Executive Officers is included in the amount for Corporate Executive Officers.
- Theabove-written amounts of compensation, etc. include expenses of 174 million yen (35 million yen for Directors and 138 million yen for Corporate Executive Officers) related to the payment of bonuses to Directors and Corporate Executive Officers.
- Theabove-written amounts include "Compensation, etc. for Outside Directors" as mentioned below.
Policy for Individual Compensation for Directors and Corporate Executive Officers
The Company hereby establishes the Executive Compensation Policy (the "Policy") in order to provide guiding principles to determine individual remuneration for its directors, corporate executive officers and executive officers (the "Executives").
The Policy's aim is that executive compensation pursuant to it shall provide the appropriate incentives for the Executives to pursue the Group's Mission and medium- to long-term vision.
Sumitomo Mitsui Banking Corporation, one of the Company's main subsidiaries, shall determine its executive compensations in accordance with this Policy.
1. Core Principles
Our executive compensation shall be determined in accordance with the core principles below:
- The executive compensation aims at providing appropriate incentives toward the realization of the Group's Mission and Vision.
- The Company's executive compensation shall reflect the changing business environment and theshort-, medium- and long-term performance of the SMBC Group, and shall account for contributions to shareholder value and customer satisfaction as well as the realization of a sustainable society.
- Individual remuneration shall reflect the assigned roles and responsibilities as well as the performance of the each Executive.
- The Company shall research and review market practices, including the use ofthird-party surveys, in order to provide its Executives with a competitive remuneration package.
- The Company's executive compensation shall discourage excessiverisk-taking and foster a prudent risk culture expected of a financial institution.
- Both external and internal regulations/guidelines on executive compensation shall be observed and respected.
- The Company shall establish appropriate governance and controls of the compensation process, and shall regularly review to update its executive compensation practices according to changing market practices and/or business environment.
2. Compensation Programme
-
The Company's executive compensation programme (the "Programme") shall have three components: base salary, cash bonus, and stock compensation.
However, compensation for Outside Directors and Members of the Audit Committee is composed of base salary only, in light of their roles to oversee the execution of duties of executive officers, etc. - In order to hold the Executives accountable and provide them with appropriate incentives for the performance of the Group, the Programme targets the variable compensation component of total remuneration at 40%, if paid at standard levels. Corresponding with performance and the business environment, the variable component could range from 0% to 150% of the standard levels, which shall be determined by performance of the Executives.
21
- In order to enhance shareholding of the Executives and align their interests with shareholders, the Programme targets itsstock-based compensation components at 25% of total remuneration, if paid at standard levels.
- The above target levels shall be appropriately set in accordance with the roles, responsibilities, etc. of each Executive.
- Base salary shall be paid in cash and shall be, in principle, determined by the corporate titles of each Executive, reflecting the roles, responsibilities, etc.
- Annual incentives shall be determined based on the annual performance of the Group, the group company and the business unit each Executive is accountable for, as well as on the performance of the each Executive reviewed both fromshort-term and medium-/long-term perspectives. 70% of the determined amount shall be paid as cash bonus and the remaining 30% shall be paid under Stock Compensation Plan II (annual performance share plan).
- Stock compensation plans consist of Stock Compensation Plan I (the "Plan I"), under which the remuneration of the Executives shall be determined based on the Group'smedium-term performance, etc., Stock Compensation Plan II (the "Plan II"), determined based on the Group's annual performance, etc. and Stock Compensation Plan III (the "Plan III"), determined based on corporate titles, etc.
- Under the stock compensation plans, the Executives shall receive remuneration via shares of the Company common stock. The transfer of such stock shall be restricted for appropriately defined periods.
- Remuneration under Plan I shall be determined based on the Group's performance against theMedium-term Management Plan, performance of the Company shares, and the results of customer satisfaction surveys, etc.
- Remunerations under Plan II shall be determined based on the annual performance of the Group, the group company, and the business unit each Executive is accountable for, as well as on the performance of each Executive reviewed both from ashort-term and medium-/long-term perspectives. Remuneration paid by restricted shares, they shall effectively act as deferred compensation.
- Remuneration under Plan III shall be determined based on corporate titles, roles, and responsibilities, etc.
- In the event of material amendments to the financial statements or material reputational damages caused by the Executives, remunerations under the Plans could be reduced or fully forfeit.
- Notwithstanding the above, executive compensation for the Executives hired locally overseas and the Executives domiciled outside Japan shall be individually designed and determined not only in accordance with the above Core Principles, but also with consideration to local regulations and taxes, guidelines, and other local market practices, whilst ensuring the compensation should not incentivize excessiverisk-taking.
3. Governance and Control of the Compensation Processes
- The Company, as a Company with Three Committees, has established a Compensation Committee to resolve the following:
- The Policy, the Programme, and relevant regulations.
- Individual remunerations for the Company's directors and corporate executive officers.
- In addition to the above, the Company Compensation Committee shall review and discuss the below:
- The individual remuneration for the Company's other executive officers.
- Executive compensation programmes/practices of group companies of the Company, etc.
4. Amendments to and Abolition of the Policy
Amendments to and abolition of the Policy shall be resolved at the Compensation Committee.
22
- Liability Limitation Agreement
Name | Summary of Liability Limitation Agreement |
Masayuki Matsumoto | |
Arthur M. Mitchell | In accordance with the provisions provided for in Article 427, Paragraph 1 of the |
Shozo Yamazaki | |
Companies Act (the "Act"), the Company has entered into agreements with the | |
Masaharu Kohno | Outside Directors stated in the left column to limit the liability provided for in |
Article 423, Paragraph 1 of the Act to the higher of either (i) 10 million yen or (ii) | |
Yoshinobu Tsutsui | |
the minimum amount provided for in Article 427, Paragraph 1 of the Act. | |
Katsuyoshi Shinbo | |
Eriko Sakurai |
23
3. Matters regarding Outside Directors
- Concurrent Positions and Other Details on Outside Directors
(As of March 31, 2020) | |
Name | Concurrent positions and other details |
Masayuki Matsumoto | Special Advisor of Central Japan Railway Company |
Shozo Yamazaki | Director of EBARA CORPORATION (outside) |
Masaharu Kohno | Director of DOUTOR・NICHIRES Holdings Co., Ltd. (outside) |
Yoshinobu Tsutsui | Chairman of NIPPON LIFE INSURANCE COMPANY |
Director of Imperial Hotel, Ltd. (outside) | |
Director of Panasonic Corporation (outside) | |
Audit & Supervisory Board Member of West Japan Railway Company (outside) | |
Katsuyoshi Shinbo | Corporate Auditor of Mitsui Chemicals, Inc. (outside) |
Eriko Sakurai | Chairman and CEO of Dow Toray Co., Ltd. |
Executor, Dow Switzerland Holding GmbH, which is a Representative Partner of | |
Dow Silicones Holding Japan G.K. | |
Director of SONY CORPORATION (outside) |
(Note) There is no other relationship to be disclosed between the Company and the companies or entities in which the Outside Directors of the Company concurrently serve.
24
- Major Activities of Outside Directors
Name | Term of | Attendance of the Board of | Opinions issued at the Board of | |
Directors meeting, etc. and other | ||||
Office | Directors meeting, etc. | |||
activities | ||||
Masayuki Matsumoto | 2 years and | Board of Directors meetings | 12/12 | He mainly provides suggestions and |
9 months | Nominating Committee | 4/5 | comments based on his considerable | |
meetings | experience as a chief executive and high | |||
Audit Committee meetings | 15/15 | level of insight. | ||
Arthur M. Mitchell | 4 years and | Board of Directors meetings | 12/12 | He mainly provides suggestions and |
9 months | Nominating Committee | 5/5 | comments based on his considerable | |
meetings | experience as an attorney at law and high | |||
Compensation Committee | 6/6 | level of insight. | ||
meetings | ||||
Shozo Yamazaki | 2 years and | Board of Directors meetings | 12/12 | He mainly provides suggestions and |
9 months | Audit Committee meetings | 15/15 | comments based on his considerable | |
experience as a Certified Public | ||||
Accountant and high level of insight. | ||||
Masaharu Kohno | 4 years and | Board of Directors meetings | 12/12 | He mainly provides suggestions and |
9 months | Nominating Committee | 5/5 | comments based on his considerable | |
meetings | experience as a diplomat and high level of | |||
insight. | ||||
Yoshinobu Tsutsui | 2 years and | Board of Directors meetings | 12/12 | He mainly provides suggestions and |
9 months | Nominating Committee | 5/5 | comments based on his considerable | |
meetings | experience as a chief executive and high | |||
Compensation Committee | 5/6 | level of insight. | ||
meetings | ||||
Katsuyoshi Shinbo | 2 years and | Board of Directors meetings | 12/12 | He mainly provides suggestions and |
9 months | Audit Committee meetings | 15/15 | comments based on his considerable | |
Compensation Committee | 6/6 | experience as an attorney at law and high | ||
meetings | level of insight. | |||
Eriko Sakurai | 4 years and | Board of Directors meetings | 12/12 | She mainly provides suggestions and |
9 months | Nominating Committee | 5/5 | comments based on her considerable | |
meetings | experience as a chief executive and high | |||
Compensation Committee | 6/6 | level of insight. | ||
meetings |
(Note) Periods of service of the Directors above of less than one month have been rounded down.
25
- Compensation, etc. for Outside Directors
Unit: millions of yen | ||||
Persons paid | Compensation, etc. paid by | Compensation, etc. paid by | ||
parent company, etc. of the | ||||
the Company | Company | |||
Total amount of | 7 | 114 | - | |
compensation, etc. | ||||
(Notes) 1. Amounts less than one million yen have been rounded down. | ||||
2. No expenses have been incurred in connection with the payment of bonuses to Outside Directors. |
26
4. Matters regarding Shares of the Company
(1) Number of Shares
(Number of shares) | |
Total number of shares authorized to be issued | |
Common stock | 3,000,000,000 |
Preferred stock (Type 5) | 167,000 |
Preferred stock (Type 7) | 167,000 |
Preferred stock (Type 8) | 115,000 |
Preferred stock (Type 9) | 115,000 |
Total number of shares issued | |
Common stock | 1,373,171,556 |
- Number of Shareholders as of March 31, 2019
(Number of shareholders) | |
Common stock | 327,658 |
(3) Major Shareholders
Common Stock
Name of shareholder | Number of shares held and percentage of shares held | |||
Number of shares held | Percentage of shares held | |||
(100 shares) | (%) | |||
The Master Trust Bank of Japan, Ltd. (Trust | 971,566 | 7.09 | ||
Account) | ||||
Japan Trustee Services Bank, Ltd. (Trust | 783,326 | 5.71 | ||
Account) | ||||
Japan Trustee Services Bank, Ltd. (Trust | 403,326 | 2.94 | ||
Account 9) | ||||
Japan Trustee Services Bank, Ltd. (Trust | 293,202 | 2.14 | ||
Account 7) | ||||
NATSCUMCO | 281,213 | 2.05 | ||
Japan Trustee Services Bank, Ltd. (Trust | 277,859 | 2.02 | ||
Account 5) | ||||
JP MORGAN CHASE BANK 385151 | 263,874 | 1.92 | ||
SSBTC CLIENT OMNIBUS ACCOUNT | 254,092 | 1.85 | ||
STATE STREET BANK WEST CLIENT - | 193,533 | 1.41 | ||
TREATY 505234 | ||||
Barclays Securities Japan Limited | 184,841 | 1.34 | ||
(Notes) 1. Listed here are the top ten shareholders in terms of their respective ratio of stock holding against the total number | ||||
of outstanding shares (excluding treasury shares). |
2. Numbers of shares less than one hundred have been rounded down and the percentage of shares held has been rounded down to the nearest second decimal place.
27
5. Matters regarding the Accounting Auditor
(1) Accounting Auditor
Name | Compensation, etc. for the fiscal year | Other | |
KPMG AZSA LLC | Compensation, etc. pertaining to the | 1. The Audit Committee confirmed | |
and discussed the details of the | |||
Toshihiro Otsuka | activities specified in Article 2, | audit plan, the status of | |
Paragraph 1 of the Certified Public | performance of duties, and the | ||
Designated Limited Liability | Accountants Act: 1,810 million yen | basis for calculation of the | |
Partner | estimate of compensation of the | ||
Noriaki Habuto | Accounting Auditor. As a result, | ||
the Audit Committee gave | |||
Designated Limited Liability | approval set forth in Article 399, | ||
Partner | Paragraphs 1 and 4 of the | ||
Kazuhide Niki | Companies Act for the | ||
compensation, etc. of the | |||
Designated Limited Liability | Accounting Auditor. | ||
Partner | Of the above, compensation, etc. | 2. The Company paid the | |
Accounting Auditor for general | |||
as Accounting Auditor: 282 million | training for employees of | ||
yen | internal audit departments, etc., | ||
which fell outside the scope of | |||
the activities specified in Article | |||
2, Paragraph 1 of the Certified | |||
Public Accountants Act. |
(Notes) 1. Amounts less than one million yen have been rounded down.
- The audit agreement between the Company and the Accounting Auditor does not and cannot practically distinguish between compensation, etc. for audits stipulated by the Companies Act and those stipulated by the Financial Instruments and Exchange Act. For this reason, "Of the above, compensation, etc. as Accounting Auditor" above includes the compensation, etc. amount for audits based on the Financial Instruments and Exchange Act.
- Total amount of moneys and other financial benefits payable by the Company and subsidiaries (excluding unconsolidated subsidiaries) to the Accounting Auditor is 3,951 million yen. This total includes fund auditing compensation.
- Liability Limitation AgreementNot applicable.
- Other Matters regarding the Accounting Auditor
-
Policy for Decisions on Dismissal or Nonreappointment of Accounting Auditor
The Audit Committee discusses whether to dismiss the Accounting Auditor where they fall under any of the grounds set forth in each item of Paragraph 1 of Article 340 of the Companies Act. In addition to that, when it is determined to be difficult for the Accounting Auditor to appropriately execute his or her duty, the Audit Committee discusses whether to forward a proposal for the dismissal or nonreappointment of the Accounting Auditor to the general meeting of shareholders in accordance with Article 404, Paragraph 2, Item 2 of the Companies Act. - From among the Company's significant subsidiaries, Sumitomo Mitsui Banking Corporation Europe Limited, Sumitomo Mitsui Banking Corporation (China) Limited, PT Bank BTPN Tbk and SMBC Americas Holdings, Inc. were audited by an Accounting Auditor other than the Company's (or by person(s) with equivalent qualifications in foreign countries).
28
6. Matters regarding Specified Wholly Owned Subsidiary
Total book value | Total assets of the | ||
Company Name | Address | Company | |
(millions of yen) | |||
(millions of yen) | |||
Sumitomo Mitsui | 1-2, Marunouchi | ||
1-chome,Chiyoda-ku, | 4,613,790 | 14,225,470 | |
Banking Corporation | |||
Tokyo, Japan | |||
(Note) Amounts less than one million yen have been rounded down.
7. 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.
29
Consolidated Balance Sheet
(As of March 31, 2020)
Unit: millions of yen | |||
Account | Amount | Account | Amount |
(Assets) | (Liabilities) | ||
Cash and due from banks | 61,768,573 | Deposits | 127,042,217 |
Call loans and bills bought | 896,739 | Negotiable certificates of deposit | 10,180,435 |
Receivables under resale agreements | 8,753,816 | Call money and bills sold | 3,740,539 |
Receivables under securities borrowing | 5,005,103 | Payables under repurchase agreements | 13,237,913 |
transactions | |||
Payables under securities lending | |||
Monetary claims bought | 4,559,429 | 2,385,607 | |
transactions | |||
Trading assets | 7,361,253 | Commercial paper | 1,409,249 |
Money held in trust | 353 | Trading liabilities | 6,084,528 |
Securities | 27,128,751 | Borrowed money | 15,210,894 |
Loans and bills discounted | 82,517,609 | Foreign exchanges | 1,461,308 |
Foreign exchanges | 2,063,284 | Short-term bonds | 379,000 |
Lease receivables and investment assets | 219,733 | Bonds | 9,235,639 |
Other assets | 8,298,393 | Due to trust account | 1,811,355 |
Tangible fixed assets | 1,450,323 | Other liabilities | 7,011,967 |
Assets for rent | 506,755 | Reserve for employee bonuses | 73,868 |
Buildings | 341,505 | Reserve for executive bonuses | 3,362 |
Land | 423,346 | Net defined benefit liability | 35,777 |
Lease assets | 28,933 | Reserve for executive retirement benefits | 1,270 |
Construction in progress | 46,138 | Reserve for point service program | 26,576 |
Other tangible fixed assets | 103,645 | Reserve for reimbursement of deposits | 4,687 |
Intangible fixed assets | 753,579 | Reserve for losses on interest repayment | 142,890 |
Software | 440,407 | Reserves under the special laws | 3,145 |
Goodwill | 194,289 | Deferred tax liabilities | 257,384 |
Lease assets | 986 | Deferred tax liabilities for land | 30,111 |
revaluation | |||
Other intangible fixed assets | 117,896 | Acceptances and guarantees | 9,308,882 |
Net defined benefit asset | 230,573 | Total liabilities | 209,078,615 |
Deferred tax assets | 26,314 | (Net assets) | |
Customers' liabilities for acceptances | 9,308,882 | Capital stock | 2,339,964 |
and guarantees | |||
(479,197) | |||
Reserve for possible loan losses | Capital surplus | 692,003 | |
Retained earnings | 6,336,311 | ||
Treasury stock | (13,983) | ||
Total stockholders' equity | 9,354,296 | ||
Net unrealized gains (losses) on other | 1,371,407 | ||
securities | |||
Net deferred gains (losses) on hedges | 82,257 | ||
Land revaluation excess | 36,878 | ||
Foreign currency translation adjustments | (32,839) | ||
Accumulated remeasurements of defined | (92,030) | ||
benefit plans | |||
Total accumulated other comprehensive | 1,365,673 | ||
income | |||
Stock acquisition rights | 2,064 | ||
Non-controlling interests | 62,869 | ||
Total net assets | 10,784,903 | ||
Total assets | 219,863,518 | Total liabilities and net assets | 219,863,518 |
30
Consolidated Statement of Income
(From April 1, 2019 to March 31, 2020)
Unit: millions of yen | ||
Account | Amount | |
Ordinary income | 2,456,364 | 5,314,313 |
Interest income | ||
Interest on loans and discounts | 1,693,016 | |
Interest and dividends on securities | 346,822 | |
Interest on call loans and bills bought | 15,890 | |
Interest on receivables under resale agreements | 31,449 | |
Interest on receivables under securities borrowing transactions | 21,247 | |
Interest on deposits with banks | 80,924 | |
Interest on lease transactions | 7,307 | |
Other interest income | 259,705 | |
Trust fees | 4,701 | |
Fees and commissions | 1,287,538 | |
Trading income | 262,826 | |
Other operating income | 1,050,065 | |
Lease-related income | 39,123 | |
Installment-related income | 752,775 | |
Other | 258,166 | |
Other income | 252,816 | |
Recoveries of written-off claims | 12,414 | |
Other | 240,401 | |
Ordinary expenses | 1,179,770 | 4,382,249 |
Interest expenses | ||
Interest on deposits | 441,477 | |
Interest on negotiable certificates of deposit | 131,849 | |
Interest on call money and bills sold | 10,284 | |
Interest on payables under repurchase agreements | 131,320 | |
Interest on payables under securities lending transactions | 1,111 | |
Interest on commercial paper | 31,525 | |
Interest on borrowed money | 57,632 | |
Interest on short-term bonds | 29 | |
Interest on bonds | 220,874 | |
Other interest expenses | 153,666 | |
Fees and commissions payments | 204,188 | |
Other operating expenses | 908,951 | |
Lease-related expenses | 26,514 | |
Installment-related expenses | 722,440 | |
Other | 159,997 | |
General and administrative expenses | 1,739,603 | |
Other expenses | 349,734 | |
Provision for reserve for possible loan losses | 70,571 | |
Other | 279,163 | |
Ordinary profit | 932,064 | |
Extraordinary gains | 1,855 | 23,896 |
Gains on disposal of fixed assets | ||
Other extraordinary gains | 22,040 | |
Extraordinary losses | 1,910 | 67,314 |
Losses on disposal of fixed assets | ||
Losses on impairment of fixed assets | 65,106 | |
Provision for reserve for eventual future operating losses from | 297 | |
financial instruments transactions | ||
Income before income taxes | 213,526 | 888,646 |
Income taxes-current | ||
Income taxes-deferred | (45,842) | |
Income taxes | 167,684 | |
Profit | 720,962 | |
Profit attributable to non-controlling interests | 17,078 | |
Profit attributable to owners of parent | 703,883 |
31
Consolidated Statement of Changes in Net Assets
(From April 1, 2019 to March 31, 2020)
Unit: millions of yen | |||||||||||||||||
Stockholders' equity | |||||||||||||||||
Capital stock | Capital surplus | Retained earnings | Treasury stock | Total stockholders' equity | |||||||||||||
Balance at April 1, 2019 | 2,339,443 | 739,047 | 5,992,247 | (16,302) | 9,054,436 | ||||||||||||
Changes in the year | |||||||||||||||||
Issuance of new stock | 521 | 521 | 1,043 | ||||||||||||||
Cash dividends | (255,834) | (255,834) | |||||||||||||||
Profit attributable to owners of parent | 703,883 | 703,883 | |||||||||||||||
Purchase of treasury stock | (100,088) | (100,088) | |||||||||||||||
Disposal of treasury stock | (250) | 733 | 483 | ||||||||||||||
Cancellation of treasury stock | (101,673) | 101,673 | - | ||||||||||||||
Changes in shareholders' interest due to | |||||||||||||||||
transaction with non-controlling | (47,565) | (47,565) | |||||||||||||||
interests | |||||||||||||||||
Decrease due to decrease in subsidiaries | (945) | (945) | |||||||||||||||
Decrease due to decrease in affiliates | (679) | (679) | |||||||||||||||
accounted for by the equity method | |||||||||||||||||
Reversal of land revaluation excess | (435) | (435) | |||||||||||||||
Transfer from retained earnings to | 101,923 | (101,923) | - | ||||||||||||||
capital surplus | |||||||||||||||||
Net changes in items other than | |||||||||||||||||
stockholders' equity in the year | |||||||||||||||||
Net changes in the year | 521 | (47,044) | 344,064 | 2,318 | 299,860 | ||||||||||||
Balance at March 31, 2020 | 2,339,964 | 692,003 | 6,336,311 | (13,983) | 9,354,296 | ||||||||||||
Accumulated other comprehensive income | |||||||||||||||||
Net | Foreign | Accumulated | Total | Stock | Non- | Total net | |||||||||||
unrealized | Net deferred | Land | remeasure- | accumulated | |||||||||||||
currency | acquisition | controlling | |||||||||||||||
gains (losses) | gains (losses) | revaluation | ments of | other | assets | ||||||||||||
translation | rights | interests | |||||||||||||||
on other | on hedges | excess | defined benefit | comprehen- | |||||||||||||
adjustments | |||||||||||||||||
securities | plans | sive income | |||||||||||||||
Balance at April 1, 2019 | 1,688,852 | (54,650) | 36,547 | 50,379 | (7,244) | 1,713,884 | 4,750 | 678,540 | 11,451,611 | ||||||||
Changes in the year | |||||||||||||||||
Issuance of new stock | 1,043 | ||||||||||||||||
Cash dividends | (255,834) | ||||||||||||||||
Profit attributable to owners of parent | 703,883 | ||||||||||||||||
Purchase of treasury stock | (100,088) | ||||||||||||||||
Disposal of treasury stock | 483 | ||||||||||||||||
Cancellation of treasury stock | - | ||||||||||||||||
Changes in shareholders' interest due to | |||||||||||||||||
transaction with non-controlling | (47,565) | ||||||||||||||||
interests | |||||||||||||||||
Decrease due to decrease in subsidiaries | (945) | ||||||||||||||||
Decrease due to decrease in affiliates | (679) | ||||||||||||||||
accounted for by the equity method | |||||||||||||||||
Reversal of land revaluation excess | (435) | ||||||||||||||||
Transfer from retained earnings to | - | ||||||||||||||||
capital surplus | |||||||||||||||||
Net changes in items other than | (317,445) | 136,907 | 331 | (83,219) | (84,785) | (348,211) | (2,685) | (615,671) | (966,568) | ||||||||
stockholders' equity in the year | |||||||||||||||||
Net changes in the year | (317,445) | 136,907 | 331 | (83,219) | (84,785) | (348,211) | (2,685) | (615,671) | (666,708) | ||||||||
Balance at March 31, 2020 | 1,371,407 | 82,257 | 36,878 | (32,839) | (92,030) | 1,365,673 | 2,064 | 62,869 | 10,784,903 | ||||||||
32
Non-Consolidated Balance Sheet
(As of March 31, 2020)
Unit: millions of yen | |||
Account | Amount | Account | Amount |
(Assets) | (Liabilities) | ||
Current assets | 680,051 | Current liabilities | 1,586,051 |
Cash and due from banks | 174,641 | Short-term borrowings | 1,228,030 |
Prepaid expenses | 413 | Accounts payable | 39,682 |
Accrued income | 45,660 | Accrued expenses | 44,409 |
Accrued income tax refunds | 127,541 | Income taxes payable | 12 |
Current portion of long-term loans | |||
receivable from subsidiaries and | 272,025 | Business office taxes payable | 39 |
affiliates | |||
Other current assets | 59,769 | Reserve for employee bonuses | 769 |
Reserve for executive bonuses | 410 | ||
Current portion of bonds payable | 272,025 | ||
Other current liabilities | 673 | ||
Fixed assets | 13,545,418 | Fixed liabilities | 6,673,150 |
Tangible fixed assets | 29,557 | Bonds | 6,441,874 |
Buildings | 80 | Long-term borrowings | 231,275 |
Equipment | 12 | Total liabilities | 8,259,202 |
Construction in progress | 29,464 | (Net assets) | |
Intangible fixed assets | 270 | Stockholders' equity | 5,964,203 |
Software | 270 | Capital stock | 2,339,964 |
Investments and other assets | 13,515,590 | Capital surplus | 1,561,442 |
Investment securities | 645 | Capital reserve | 1,561,442 |
Investments in subsidiaries and | 6,341,210 | Retained earnings | 2,076,780 |
affiliates | |||
Long-term loans receivable from | 7,173,150 | Other retained earnings | 2,076,780 |
subsidiaries and affiliates | |||
Long-term prepaid expenses | 104 | Voluntary reserve | 30,420 |
Deferred tax assets | 476 | Retained earnings brought | 2,046,360 |
forward | |||
Other | 3 | Treasury stock | (13,983) |
Stock acquisition rights | 2,064 | ||
Total net assets | 5,966,267 | ||
Total assets | 14,225,470 | Total liabilities and net assets | 14,225,470 |
33
Non-Consolidated Statement of Income
(From April 1, 2019 to March 31, 2020)
Unit: millions of yen | ||
Account | Amount | |
Operating income | 833,835 | |
Dividends on investments in subsidiaries and | 659,428 | |
affiliates | ||
Fees and commissions received from subsidiaries | 9,087 | |
and affiliates | ||
Interest on loans receivable from subsidiaries and | 165,319 | |
affiliates | ||
Operating expenses | 194,525 | |
General and administrative expenses | 26,146 | |
Interest on bonds | 161,535 | |
Interest on long-term borrowings | 6,843 | |
Operating profit | 639,310 | |
Non-operating income | 202 | |
Interest income on deposits | 70 | |
Fees and commissions income | 1 | |
Other non-operating income | 130 | |
Non-operating expenses | 10,249 | |
Interest on short-term borrowings | 4,312 | |
Fees and commissions payments | 120 | |
Amortization of bond issuance cost | 5,816 | |
Ordinary profit | 629,263 | |
Income before income taxes | 629,263 | |
Income taxes-current | (6,803) | |
Income taxes-deferred | (62) | |
Total income taxes | (6,865) | |
Net income | 636,128 | |
34
Non-Consolidated Statement of Changes in Net Assets
(From April 1, 2019 to March 31, 2020)
Unit: millions of yen | ||||||||||||
Stockholders' equity | ||||||||||||
Capital stock | Capital surplus | |||||||||||
Capital reserve | Other capital surplus | Total capital surplus | ||||||||||
Balance at April 1, 2019 | 2,339,443 | 1,560,921 | - | 1,560,921 | ||||||||
Changes in the year | ||||||||||||
Issuance of new stock | 521 | 521 | 521 | |||||||||
Cash dividends | ||||||||||||
Net income | ||||||||||||
Purchase of treasury stock | ||||||||||||
Disposal of treasury stock | (250) | (250) | ||||||||||
Cancellation of treasury stock | (101,673) | (101,673) | ||||||||||
Transfer from retained earnings to | 101,923 | 101,923 | ||||||||||
capital surplus | ||||||||||||
Net changes in items other than | ||||||||||||
stockholders' equity in the year | ||||||||||||
Net changes in the year | 521 | 521 | - | 521 | ||||||||
Balance at March 31, 2020 | 2,339,964 | 1,561,442 | - | 1,561,442 | ||||||||
Stockholders' equity | ||||||||||||
Retained earnings | Total | Stock | Total net | |||||||||
Other retained earnings | Treasury | acquisition | ||||||||||
Total retained | stockholders' | assets | ||||||||||
stock | rights | |||||||||||
Voluntary reserve | Retained earnings | earnings | equity | |||||||||
brought forward | ||||||||||||
Balance at April 1, 2019 | 30,420 | 1,767,989 | 1,798,409 | (16,302) | 5,682,471 | 2,539 | 5,685,011 | |||||
Changes in the year | ||||||||||||
Issuance of new stock | 1,043 | 1,043 | ||||||||||
Cash dividends | (255,834) | (255,834) | (255,834) | (255,834) | ||||||||
Net income | 636,128 | 636,128 | 636,128 | 636,128 | ||||||||
Purchase of treasury stock | (100,088) | (100,088) | (100,088) | |||||||||
Disposal of treasury stock | 733 | 483 | 483 | |||||||||
Cancellation of treasury stock | 101,673 | - | - | |||||||||
Transfer from retained earnings to | (101,923) | (101,923) | - | - | ||||||||
capital surplus | ||||||||||||
Net changes in items other than | (475) | (475) | ||||||||||
stockholders' equity in the year | ||||||||||||
Net changes in the year | - | 278,370 | 278,370 | 2,318 | 281,732 | (475) | 281,256 | |||||
Balance at March 31, 2020 | 30,420 | 2,046,360 | 2,076,780 | (13,983) | 5,964,203 | 2,064 | 5,966,267 | |||||
35
[The Independent Auditor's Report herein is the English translation of the Independent Auditor's Report (issued in the Japanese language) as required by the Companies Act.]
Independent Auditor's Report
The Board of Directors
Sumitomo Mitsui Financial Group, Inc.
Opinion
May 11, 2020
KPMG AZSA LLC
Tokyo Office
Toshihiro Otsuka (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Noriaki Habuto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kazuhide Niki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets, basis of presentation, significant accounting policies and the related notes, of Sumitomo Mitsui Financial Group, Inc., ("the Company") and its consolidated subsidiaries (collectively referred to as "the Group"), as at March 31, 2020 and for the year from April 1, 2019 to March 31, 2020 in accordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position and the results of operations of the Group for the period, for which the consolidated financial statements were prepared, in accordance with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and the Audit Committee for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted in Japan.
The audit committee are responsible for overseeing the directors' performance of their duties including the design, implementation and maintenance of the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
36
sufficient and appropriate to provide a basis for our opinion. The selection and application of audit procedures depends on the auditor's judgment.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the objective of the audit is not to express an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate whether the presentation and disclosures in the consolidated financial statements are in accordance with accounting standards generally accepted in Japan, the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
We do not have any interest in the Group which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
37
[The Independent Auditor's Report herein is the English translation of the Independent Auditor's Report (issued in the Japanese language) as required by the Companies Act.]
Independent Auditor's Report
The Board of Directors
Sumitomo Mitsui Financial Group, Inc.
Opinion
May 11, 2020
KPMG AZSA LLC
Tokyo Office
Toshihiro Otsuka (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Noriaki Habuto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kazuhide Niki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets, basis of presentation, significant accounting policies and the related notes, and the supplementary schedules of Sumitomo Mitsui Financial Group, Inc. ("the Company") as at March 31, 2020 and for the year from April 1, 2019 to March 31, 2020 in accordance with Article 436-2-1 of the Companies Act.
In our opinion, the financial statements and the supplementary schedules referred to above present fairly, in all material respects, the financial position and the results of operations of the Company for the period, for which the financial statements and the supplementary schedules were prepared, in accordance with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements and Others section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and The audit committee for the Financial Statements and Others Management is responsible for the preparation and fair presentation of the financial statements and the supplementary schedules in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of financial statements and the supplementary schedules that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and the supplementary schedules, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted in Japan.
The audit committee are responsible for overseeing the directors' performance of their duties including the design, implementation and maintenance of the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements and Others
Our objectives are to obtain reasonable assurance about whether the financial statements and the supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements and the supplementary schedules.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements and the supplementary schedules, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
38
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The selection and application of audit procedures depends on the auditor's judgment
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the objective of the audit is not to express an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements and the supplementary schedules or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate whether the presentation and disclosures in the financial statements and the supplementary schedules are in accordance with accounting standards generally accepted in Japan, the overall presentation, structure and content of the financial statements and the supplementary schedules, including the disclosures, and whether the financial statements and the supplementary schedules represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
We do not have any interest in the Company which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
39
[English Translation of the Audit Committee's report Originally Issued in the Japanese Language]
Audit Report
The Audit Committee has audited the execution of duties by Directors and Corporate Executive Officers of the Company for the 18th fiscal year from April 1, 2019 to March 31, 2020, and hereby reports the method and the results of the audit as follows:
1. Auditing Method and Details Thereof
The Audit Committee periodically received reports from the Directors, Corporate Executive Officers and other relevant personnel with respect to the content of resolutions made by the Board of Directors regarding matters prescribed by Article 416, Paragraph 1, Item 1 (b) and (e) of the Companies Act of Japan, and with respect to the status of establishment and operations of the systems that have been developed in compliance with such resolutions (internal control systems), sought their explanations as necessary, and expressed an opinion. In addition, the Audit Committee conducted audits based on the following methods.
- In accordance with the auditing policies, including allocation of duties established by the Audit Committee, the Audit Committee attended important meetings, received reports from the Directors, Corporate Executive Officers and other relevant personnel on matters regarding the execution of their duties, sought explanations as necessary, inspected importantinternal-approval documents, and examined the operations and financial position of the Company, by deploying the department in charge of internal audits and in cooperation with the internal control departments of the Company. As for the subsidiaries of the Company, the Audit Committee shared information with the Directors and the Corporate Auditors and other related persons of the subsidiaries and, when necessary, received reports from the subsidiaries regarding their businesses. In regard to the Company's internal control over financial reporting, the Audit Committee received reports on the assessment of such internal control from the Directors, Corporate Executive Officers and other relevant personnel and reports on the status of audit thereof from KPMG AZSA LLC, and also sought their explanations as necessary.
- The Audit Committee monitored and examined whether the Accounting Auditor maintained its independence and implemented appropriate audits, as well as received reports from the Accounting Auditor regarding the execution of its duties and sought explanations as necessary. The Audit Committee also received notification from the Accounting Auditor that the "System for ensuring appropriate execution of the duties of the Accounting Auditor" (as enumerated in each Item of Article 131 of the Company Accounting Regulation Ordinance) has been prepared in accordance with the "Quality Control Standards for Auditing" (issued by the Business Accounting Council on October 28, 2005) and other relevant standards, and sought explanations as necessary.
Based on the foregoing method, the Audit Committee reviewed the business report and the supplementary schedules, the consolidated financial statements for this fiscal year (consolidated balance sheet, consolidated statement of income, and consolidated statement of changes in net assets) as well as the non-consolidated financial statements for this fiscal year (non-consolidated balance sheet, non-consolidated statement of income, and non-consolidated statement of changes in net assets) and supplementary schedules thereto.
40
2. Audit Results
- Audit Results on the Business Report, etc.
- In our opinion, the business report and the supplementary schedules fairly represent the Company's condition in conformity with the applicable laws and regulations as well as the Articles of Incorporation of the Company.
- We have found no evidence of misconduct or material facts in violation of the applicable laws and regulations, nor of any violation with respect to the Articles of Incorporation of the Company, related to performance of duties by the Directors and Corporate Executive Officers.
- In our opinion, the content of the resolutions of the Board of Directors regarding the internal control systems is appropriate. In addition, we have found no matters on which to remark in regard to the content of the Business Report and the execution of duties by the Directors and Corporate Executive Officers regarding the internal control systems including the internal control over financial reporting.
-
Results of Audit of the Consolidated Financial statements
In our opinion, the method and the results of the audit used and conducted by KPMG AZSA LLC, the Accounting Auditor, are appropriate. - Results of Audit of theNon-Consolidated Financial statements and Supplementary Schedules
In our opinion, the method and the results of the audit used and conducted by KPMG AZSA LLC, the Accounting Auditor, are appropriate.
May 12, 2020
The Audit Committee of Sumitomo Mitsui Financial Group, Inc.
Audit Committee Member | Masayuki Matsumoto (Seal) |
Audit Committee Member | Shozo Yamazaki (Seal) |
Audit Committee Member | Katsuyoshi Shinbo (Seal) |
Audit Committee Member | Atsuhiko Inoue (Seal) |
Audit Committee Member | Toru Mikami (Seal) |
(Note) Messrs. Masayuki Matsumoto, Shozo Yamazaki and Katsuyoshi Shinbo are Outside Directors pursuant to Article 2, Item 15 and Article 400, Paragraph 3 of the Companies Act of Japan.
41
Attachments
- Original document
- Permalink
Disclaimer
Sumitomo Mitsui Financial Group Inc. published this content on 27 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2020 07:22:09 UTC