0001193125-18-179372.txt : 20180531 0001193125-18-179372.hdr.sgml : 20180531 20180531062304 ACCESSION NUMBER: 0001193125-18-179372 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180531 FILED AS OF DATE: 20180531 DATE AS OF CHANGE: 20180531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP, INC. CENTRAL INDEX KEY: 0001022837 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34919 FILM NUMBER: 18869955 BUSINESS ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 BUSINESS PHONE: 81-3-3282-8111 MAIL ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP/FI DATE OF NAME CHANGE: 20021226 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO BANK LTD TOKYO /FI DATE OF NAME CHANGE: 19960913 6-K 1 d585832d6k.htm FORM 6-K FORM 6-K

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2018

Commission File Number 001-34919

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

   Form 20-F ☒        Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

     

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

   Yes ☐    No ☒

*If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

   82-                   

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF SUMITOMO MITSUI FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-209069) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Sumitomo Mitsui Financial Group, Inc.
By:    

  /s/ Takeshi Mikami

  Name:   Takeshi Mikami
  Title:   Executive Officer & General Manager,
Financial Accounting Dept.

Date:     May 31, 2018


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 16th Fiscal Year

April 1, 2017 to March 31, 2018

 

 

Sumitomo Mitsui Financial Group, Inc.


(Documents Attached to the Notice of Convocation of the Ordinary General Meeting of Shareholders)

Business Report for the 16th Fiscal Year

(April 1, 2017 to March 31, 2018)

1.  Matters Regarding the Current Condition of the Company

 

(1)

Business Progress and Results of the Group

Economic and Financial Environment

During fiscal 2017 (fiscal year ended March 31, 2018), overseas, overall economic growth rates in emerging economies rose, primarily due to a bottoming-out in resources prices and to economic stimulus measures, while developed countries also continued to recover as the economies in the U.S. and Europe continued to rebound backed by solid consumption. The Japanese economy also remained on track for gradual recovery, as indicated by an uptick in consumer spending supported by improvement in the employment and income environment on the back of generally strong corporate results.

In the Japanese financial and capital markets, short-term interest rates reached around minus 0.07% while long-term interest rates reached around 0.05% toward the end of fiscal 2017, led by the Bank of Japan (BOJ)’s Quantitative and Qualitative Monetary Easing with Yield Curve Control. The Japanese yen trended between 110 yen to 114 yen to the U.S. dollar for the most part until the end of calendar 2017, but then strengthened due to uncertainty regarding U.S. and Chinese trade policy, reaching a lower 106 yen by the end of fiscal 2017. The Nikkei stock average began rising from September 2017, reaching the 24,000 yen mark in January 2018, the highest level since 1991, boosted by factors such as positive corporate business results in Japan and strong stock prices in Europe and the U.S. The subsequent drop in U.S. stock prices caused the Nikkei stock average to fall to the lower 21,000 yen range toward the end of fiscal 2017.

Under such circumstances, the “Act for Partial Revision of the Banking Act, etc.” for the purpose of driving technological innovation through collaboration between financial institutions and financial business-related IT companies (FinTech companies) and the “Act for Partial Revision of the Civil Code” to revise the provisions relevant to claims were enacted in May 2017. In addition, in December 2017, the Basel Committee on Banking Supervision released the final Basel III regulatory standards setting out revisions to the global regulatory framework concerning capital, etc. of banks.

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, announced in May 2017 our Medium-Term Management Plan for the three fiscal years from fiscal 2017, 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 2017, the first year of the Medium-Term Management Plan, we carried out various initiatives based on the three core policies established to achieve sustainable growth.

 

Core Policies

 

(1) Disciplined business management

 

(2) Focus on our strengths to generate growth

 

(3) Integration across the Group and globally to achieve sustainable growth

 

1


(1) Disciplined business management

We carried out the following initiatives, further focusing on “capital,” “asset,” and “cost” efficiencies, in other words to become a profitable financial institution through sustained discipline.

Our business units continuously worked to improve profitability by strengthening fees and commissions businesses and expanding assets in high return businesses such as railcar leasing. We also worked to transform our business and asset portfolio through reorganization such as changing consolidated subsidiaries THE MINATO BANK, LTD., Kansai Urban Banking Corporation, and Sumitomo Mitsui Finance and Leasing Company, Limited into equity method affiliates.

For cost efficiency, we improved operational efficiency using digital technologies such as automating some operations by RPA (robotic process automation), which performs routine work instead of humans. Also, as for the retail branches, we made advances in shifting to next-generation retail branches with larger customer consultation spaces, as well as eliminating paper usage and streamlining clerical operations. Furthermore, we made progress in efficiency improvement through consolidating business functions by the merger of SMBC Nikko Securities Inc. and SMBC Friend Securities Co., Ltd. in January 2018.

(2) Focus on our strengths to generate growth

Based on our core competencies and growth opportunities, we identified “Seven Core Business Areas,” and under our newly introduced business unit structure, we carried out new measures aimed at strengthening our domestic businesses, where we can make steady profits, implementing growth strategies in international businesses, and generating new strengths that will contribute to our future growth.

 

 

[Seven Core Business Areas]

 

(1) Hold the number one retail banking franchise in Japan

 

(2) Build on our lead position in the Japanese medium-sized enterprise market

 

(3) Increase market share in Corporate & Investment Banking in key global markets

 

(4) Establish a top-tier position in product lines where we are competitive globally

 

(5) Accelerate our “Asia-centric” strategy (Note 1)

 

(6) Strengthen sales and trading capability

 

(7) Develop asset-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.

Specifically, we advanced the following initiatives in the Retail, Wholesale, International, and Global Markets Business Units.

(a) Retail Business Unit

The Retail Business Unit engages mainly in business aimed at retail customers.

Sumitomo Mitsui Banking Corporation (hereinafter, “SMBC”) and SMBC Nikko Securities Inc. collaborated to promote our wealth management business, such as starting offering “Anshin Switch,” an investment trust with a guarantee feature that guarantees a minimum value of the investment and promoting wealth management offers focused on diversified investments from a medium- and long-term perspective, such as fund wraps (Note 2).

In line with the advance of digital society, we expanded our services using digital technologies. SMBC and Sumitomo Mitsui Card Company, Limited started offering “SMBC DEBIT” cards which provide two types of touch payment function and can be used in numerous stores both inside Japan and abroad, and SMBC started offering “Web Housing Loans,” which can be applied for through a smartphone.

 

2


(Note 2)

 

A comprehensive discretionary management service that manages a customer’s assets through investment trust, etc. based on the customer’s investment policy.

(b) Wholesale Business Unit

The Wholesale Business Unit engages in business aimed at large- and medium-sized corporate clients in Japan.

For medium-sized corporate clients, SMBC and SMBC Nikko Securities Inc. collaborated to provide solutions that meet financial needs related to business succession from both corporate and retail clients.

For large-sized corporate clients, SMBC, SMBC Nikko Securities Inc., Sumitomo Mitsui Finance and Leasing Company, Limited, and SMBC Trust Bank Ltd. collaborated inside Japan and overseas to provide wide-ranging financial services, such as providing information and high value-added proposals for supporting the clients’ business strategy including overseas business expansion and M&A.

SMBC and SMBC Trust Bank Ltd. also provided financial services aimed at achieving a sustainable society, and became the first companies in Japan to offer “Social Impact Bonds” (Note 3), a new method of coordination between the government and private sectors with the goal of solving societal problems.

 

(Note 3)

 

Bonds to procure necessary funds when government institutions, etc. consign public services to private sector enterprises.

(c) International Business Unit

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.

In addition to providing traditional banking services such as loans, SMBC and SMBC Nikko Securities Inc. collaborated to promote cross-selling and, as a result, greatly expanded the number of bond underwritings as an active book runner (Note 4). The Group enhanced business areas in which we hold competitive advantages, such as through the acquisition of American Railcar Leasing LLC in June 2017 in our railcar leasing business area that is expected to achieve high profitability. In Asia, we pressed ahead with our Asia-centric strategy, including steadily advancing initiatives for achieving medium- and long-term growth, deepening relationships with local blue chip companies and high-growth companies, and considering a merger between PT Bank Sumitomo Mitsui Indonesia and PT Bank Tabungan Pensiunan Nasional Tbk, a commercial bank in Indonesia.

 

(Note 4)

  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 5) that comprehensively manage the Group’s 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 Inc. developed the framework for enhancing service quality to customers and met customers’ diversified investment targets and needs by providing marketable products such as stocks, foreign currency, and derivatives. To support the sustainable growth of the Group’s overseas operations, we worked to diversify foreign currency funding methods by issuing foreign currency-denominated “Green Bond,” a bond for supporting environmental projects.

 

(Note 5)

  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

 

3


From April 2017, we established group-wide business units and introduced a CxO system (Note 6) to enhance the formulation and implementation of group-wide business strategies and integrated group business management, and in June 2017 transformed into a Company with Three Committees to strengthen the supervisory functions of the Board of Directors and expedite business execution. In addition, we introduced a new executive pay system linked to financial targets within the Medium-Term Management Plan and stock performance in July 2017 to strengthen the corporate governance framework across the Group and globally.

 

(Note 6)

  CxO generically refers to all chief officers such as CFO (Chief Financial Officer) and CRO (Chief Risk Officer).

(b) Digitalization

With the rapid advance of digitalization, we promoted digitalization in various areas for enhancing customer experience, generating new businesses, and upgrading management infrastructure.

Specifically, we established Polarify, Inc. jointly with NTT DATA Corporation and Daon, Inc. of Ireland and started providing services utilizing Polarify’s multiple biometric technologies through the “SMBC App.” In addition, in Shibuya, Tokyo, we opened “hoops link tokyo,” an open innovation site that crosses the boundaries between companies to create new businesses by incorporating outside ideas and technologies. Through these initiatives, we provided support for the business growth of our customers. We also developed our framework for promoting digitalization, such as formulating and announcing the “Declaration of Cyber Security Management,” which stipulates the further enhancement of systems against cyber-attacks.

As a result of these initiatives, the Company recorded consolidated ordinary profit and consolidated profit attributable to owners of parent of 1,164.1 billion yen and 734.3 billion yen, respectively, in fiscal 2017.

[Summary of Performance]

Sumitomo Mitsui Financial Group

 

 

 

 

 

                    FY2016                     

 

 

 

 

 

 

 

                    FY2017                     

 

 

 

 

Ordinary profit

 

 

 

 

 

1,005.8 billion yen

 

 

 

 

 

 

 

1,164.1 billion yen

 

 

 

 

Profit attributable to owners of parent

 

 

 

 

 

706.5 billion yen

 

 

 

 

 

 

 

734.3 billion yen

 

 

 

 

(Note)

  Amounts less than one hundred million yen have been rounded down.

Sumitomo Mitsui Banking Corporation (For reference)

 

 

 

 

 

                    FY2016                     

 

 

 

 

 

 

 

 

                    FY2017                     

 

 

 

 

 

Ordinary profit

 

 

 

 

 

864.0 billion yen

 

 

 

 

 

 

 

 

755.2 billion yen

 

 

 

 

 

Net income

 

 

 

 

 

681.7 billion yen

 

 

 

 

 

 

 

 

577.0 billion yen

 

 

 

 

 

(Note)

  Amounts less than one hundred million yen have been rounded down.

 

4


Issues to be addressed

For the year ending March 31, 2019, the second year of our Medium-Term Management Plan, the basic policy is “Accelerate the Medium-Term Management Plan.” By accelerating initiatives based on the three core policies under the Medium-Term Management Plan, we aim to be the financial institution of choice for our customers, to achieve sustainable growth and to enhance corporate value through the provision of value-added products and services.

(1) Disciplined business management

The business environment for financial institutions is expected to remain generally strong. On the other hand, tightening of international financial regulations is expected as well as downward pressure on earnings due to structural factors such as the continuation of the negative interest rate policy and a decrease in commission rate due to digitalization and fierce competition across industries. Under such an environment, we will accelerate business model reform of improving “capital,” “asset,” and “cost” efficiencies to grow our bottom-line profit (Note 7) in a sustainable manner, in other words to become a profitable financial institution through sustained discipline.

Specifically, while maintaining our competitiveness in the domestic business where we can make steady profit, we will control the total amount of assets based on the tightening of international financial regulations as well as transform our business portfolio into one with high capital efficiency by prioritizing business fields to allocate our resources.

In addition, we will improve productivity and efficiency of the group through improving operating efficiency utilizing digital technology and sharing of business functions on a group-wide basis.

 

(Note 7)

  Profit attributable to owners of parent

(2) Focus on our strengths to generate growth

We will focus on the “Seven Core Business Areas” identified based on our core competencies and growth opportunities. In addition to strengthening our domestic business where we can make steady profit, we will implement growth strategies in the international business as well as initiatives to generate new strengths that will contribute to our future growth.

Specifically, we will promote the following initiatives in the four business units. As to the Retail business unit, SMBC and SMBC Nikko Securities Inc. will collaborate to expand assets under management by strengthening the customer-oriented wealth management business. In addition, we will accelerate the transformation of retail branches to next generation branches that utilize digital technology. As to the Wholesale business unit, we will focus on further strengthening our profitability by providing solutions that address issues of medium-sized corporate clients on a group-wide basis, in addition to loans. For large corporate clients, we intend to further reinforce our capability to propose solutions to our clients’ needs that are becoming more sophisticated and complicated, by further accelerating seamless operations on a global and group-wide basis. As to the International business unit, for overseas clients, we aim to promote cross-selling by strengthening our capability to respond to clients’ needs such as foreign exchange transactions and bonds/equity underwriting in addition to loans. Moreover, we will further enhance the high profit assets business that we hold competitive advantages including the aircraft and railcar leasing businesses. Regarding our “Asia-centric strategy,” we continue to further promote the Multi-Franchise strategy (Note 8) in Indonesia. As to the Global markets business unit, we make efforts to further strengthen the framework to provide investment products to institutional investors through the collaboration between domestic and overseas offices of SMBC and SMBC Nikko Securities Inc.

 

(Note 8)

  A strategy to implement a wide-range of commercial banking operations in countries with high growth potential.

 

5


(3) Integration across the Group and globally to achieve sustainable growth

(a) Governance and management structure to maximize our business potential

Under the group-wide business, we will utilize the group’s management resources on a group-wide and global basis. Specifically, we will seek to meet the needs of a wide range of clients by executing strategies and strengthening products and services on a group basis. Further, we will optimize resource allocation by enhancing the capabilities of our planning and management functions and controlling the allocation of human resources and IT investment on a group basis. Also, we designated “SMBC” as our corporate group’s master brand this April to enhance the quality of our services by further accelerating initiatives as a group.

In addition, in order to fulfill the responsibilities of a global financial group, we will promote actions to achieve the Sustainable Development Goals (SDGs) (Note 9).

 

(Note 9)

  Internationally unified 17 goals to realize a sustainable society adopted at the United Nations Summit in September 2015.

(b) Digitalization

With the rapid advance of digitalization and cashless society, we will proactively introduce new technologies and promote digitalization in various areas for improving productivity and operating efficiency of the Group, upgrading management infrastructure, enhancing the customer experience and generating new businesses.

As to improving productivity through utilizing digital technology and upgrading management infrastructure, we will continue our efforts through the use of AI to further enhance responsiveness to the tightening of regulations to prevent money laundering and improvement of operating efficiency.

Furthermore, as to enhancing the customer experience and generating new businesses, we will expand services utilizing biometric authentication technology at Polarify in addition to developing “SMBC Brewery,” a workshop where we generate ideas together with various companies outside of the group at “hoops link tokyo,” our open innovation base. Moreover, we started business collaboration with GMO Payment Gateway, Inc. on building a next-generation settlement platform for business operators. We aim to lead the cashless society in Japan by striving to generate new cashless payment opportunities to end-users.

We aim to respond to shareholders’ expectations through promotion of customer-oriented business conduct and showing steady results regarding the initiatives described above. We look forward to the continued understanding and support of our shareholders.

 

6


(2)

Changes in Financial Position and Results of Operations (Consolidated Basis and Non-Consolidated Basis)

a.  Changes in Financial Position and Results of Operations (Consolidated Basis)

Unit: billions of yen

     

 

FY2014  

(Fiscal year ended  
March 31, 2015)  

 

  

FY2015  

(Fiscal year ended  
March 31, 2016)  

 

  

FY2016  

(Fiscal year ended  
March 31, 2017)  

 

  

FY2017  

(Fiscal year ended 
March 31, 2018)  

 

 

Ordinary income

 

  

4,851.2     

 

  

4,772.1     

 

  

5,133.2     

 

  

5,764.1   

 

 

Ordinary profit

 

  

1,321.1     

 

  

985.2     

 

  

1,005.8     

 

  

1,164.1   

 

 

Profit attributable to owners of parent

 

  

753.6     

 

  

646.6     

 

  

706.5     

 

  

734.3   

 

 

Comprehensive income

 

  

2,063.5     

 

  

178.3     

 

  

966.0     

 

  

984.1   

 

 

Net assets

 

  

10,696.2     

 

  

10,447.6     

 

  

11,234.2     

 

  

11,612.8   

 

 

Total assets

 

  

183,442.5     

 

  

186,585.8     

 

  

197,791.6     

 

  

199,049.1   

 

 

(Notes)

  1.  

Amounts less than one hundred million yen have been rounded down.

  2.  

In accordance with the provision set forth in Paragraph 39 of the “Accounting Standard for Consolidated Financial Statements” (ASBJ Statement No. 22, issued on September 13, 2013) and other relevant provisions, the presentation of “Net income” is changed to “Profit attributable to owners of parent” from the fiscal year ended March 31, 2016. Figures on the fiscal year ended March 31, 2015 in the consolidated financial statements reflect these changes.

  3.  

The Company has 347 consolidated subsidiaries and 75 unconsolidated subsidiaries and related companies accounted for by the equity method as of March 31, 2018.

 

7


b.  Changes in Financial Position and Results of Operations (Non-Consolidated Basis)

Unit: billions of yen

               

 

FY2014  

(Fiscal year ended  
March 31, 2015)  

 

  

FY2015  

(Fiscal year ended  
March 31, 2016)  

 

  

FY2016  

(Fiscal year ended  
March 31, 2017)  

 

  

FY2017  

(Fiscal year ended 
March 31, 2018)  

 

 

Operating income

 

  

 

527.3     

 

  

 

577.8     

 

  

 

502.4     

 

  

 

366.3    

 

   

 

Dividends received

 

  

 

504.0     

 

  

 

543.1     

 

  

 

428.8     

 

  

 

257.0    

 

     

 

Dividends received from banking subsidiaries

 

  

 

485.4     

 

  

 

522.6     

 

  

 

408.4     

 

  

 

223.3    

 

     

 

Dividends received from other subsidiaries

 

  

 

15.8     

 

  

 

18.2     

 

  

 

17.5     

 

  

 

31.0    

 

 

Net income

 

  

(millions of yen)      

485,970     

 

  

(millions of yen)      

527,288     

 

  

(millions of yen)      

450,775     

 

  

 

(millions of yen)     

229,300    

 

 

Earnings per share

 

  

 

(yen)      

344.64     

 

  

(yen)      

373.95     

 

  

(yen)      

319.69     

 

  

(yen)     

162.57    

 

 

Total assets

 

  

 

6,843.9     

 

  

 

8,187.5     

 

  

 

10,457.1     

 

  

 

  12,104.9    

 

     

 

Investments in banking subsidiaries

 

  

 

5,175.4     

 

  

 

5,165.9     

 

  

 

4,613.8     

 

  

 

4,613.8    

 

       

 

Investments in other subsidiaries

 

  

 

927.4     

 

  

 

936.8     

 

  

 

1,489.0     

 

  

 

1,489.7    

 

 

(Note)

 

Amounts less than one hundred million yen have been rounded down.

 

8


(3)

Employees of the Group

 

     March 31, 2018
    

Wholesale 

Business Unit 

  

Retail

Business Unit 

  

International

Business Unit 

  

Global

Markets

Business Unit 

  

  Head Office   

  Account   

 

Number of employees

 

  

9,630     

 

  

34,817     

 

  

10,260     

 

  

1,301     

 

  

16,970     

 

                          
     March 31, 2017
  

Wholesale 

Business Unit 

  

Retail

Business Unit 

  

International

Business Unit 

  

Global

Markets

Business Unit 

  

  Head Office   

  Account   

 

Number of employees

 

  

 

9,243     

 

  

 

35,360     

 

  

 

9,767     

 

  

 

1,108     

 

  

 

21,727     

 

(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 (16,604 persons as of March 31, 2018; 19,432 persons as of March 31, 2017).

  

2.

  

The number of employees is the number of persons engaged in the Company and consolidated subsidiaries.

  

3.   

  

The businesses in charge of each business unit are the followings.

     

Wholesale Business Unit:

  

Business to deal with domestic medium-to-large-sized enterprises

     

Retail Business Unit:

  

Business to deal with domestic individual and small-to-medium-sized enterprises

     

International Business Unit:

  

Business to deal with international (including Japanese) corporate customers

     

Global Markets Business Unit:

  

Business to deal with financial market

     

Head Office account:

  

Business other than businesses above

 

9


(4)

Principal Offices of the Group

 

Company name   

  Reportable segment     Principal office           Number of branches
      

As of March 31,    

2018  

  

As of March 31,  

2017  

Sumitomo Mitsui Banking Corporation

 

Wholesale Business Unit

Retail Business Unit

International Business Unit

Global Markets Business Unit

 

Head Office Account

  Domestic      

Head Office

 

Tokyo Main Office    

 

Osaka Head Office

 

Kobe Main Office, etc.

   962      937  
    Overseas   New York Branch, etc.    40      38  

SMBC Trust Bank Ltd.

 

Wholesale Business Unit

Retail Business Unit

International Business Unit

  Head Office, etc.    37      37  

Sumitomo Mitsui Finance and Leasing Company, Limited

 

Wholesale Business Unit

International Business Unit

 

Tokyo Head Office

Takebashi Office

Osaka Head Office, etc.

       

SMBC Nikko Securities Inc.

 

Wholesale Business Unit

Retail Business Unit

International Business Unit
Global Markets Business Unit

Head Office Account

  Head Office, etc.        

Sumitomo Mitsui Card Company, Limited  

  Retail Business Unit  

Tokyo Head Office

Osaka Head Office, etc.

       

Cedyna Financial Corporation

  Retail Business Unit  

Head Office

Tokyo Head Office, etc.

       

SMBC Consumer Finance Co., Ltd.

  Retail Business Unit   Head Office, etc.        

The Japan Research Institute, Limited

  Head Office Account  

Tokyo Head Office

Osaka Head Office, etc.

       

Sumitomo Mitsui Asset Management Company, Limited

  Head Office Account     Head Office, etc.          

(Note)

 

The businesses in charge of each business unit are the followings.

 

Wholesale Business Unit:

  

Business to deal with domestic medium-to-large-sized enterprises

 

Retail Business Unit:

  

Business to deal with domestic individual and small-to-medium-sized enterprises

 

International Business Unit:

  

Business to deal with international (including Japanese) corporate customers

 

Global Markets Business Unit:

  

Business to deal with financial market

 

Head Office account:

  

Business other than businesses above

 

10


(5)

Capital Investment of the Group

a. Total Amount of Capital Investment

Unit: millions of yen 

 

Company name  

 

 

 

Reportable segment  

 

  

 

 

 

 

    Amount         

 

 

 

 

 

Sumitomo Mitsui Financial Group, Inc.

 

 

Head Office Account

     13,832  

Sumitomo Mitsui Banking Corporation

 

Wholesale Business Unit

Retail Business Unit

International Business Unit

Global Markets Business Unit

Head Office Account

     109,166  

SMBC Trust Bank Ltd.

 

Wholesale Business Unit

Retail Business Unit

International Business Unit

     12,383  

Sumitomo Mitsui Finance and Leasing Company, Limited

 

Wholesale Business Unit

International Business Unit

     5,352  

SMBC Nikko Securities Inc.

 

Wholesale Business Unit

Retail Business Unit

International Business Unit

Global Markets Business Unit

Head Office Account

     22,336  

 

Sumitomo Mitsui Card Company, Limited

 

 

Retail Business Unit

     17,703  

 

Cedyna Financial Corporation

 

 

Retail Business Unit

     4,701  

 

SMBC Consumer Finance Co., Ltd.

 

 

Retail Business Unit

     6,219  

 

The Japan Research Institute, Limited

 

 

Head Office Account

     3,552  

 

Sumitomo Mitsui Asset Management Company, Limited

 

 

Head Office Account

     746  

 

Others

 

 

-

     16,372  

 

Total

 

         212,368  

(Notes)

  

1.

  

Amounts less than one million yen have been rounded down.

  

2.

  

The businesses in charge of each business unit are the followings.

     

Wholesale Business Unit:

  

Business to deal with domestic medium-to-large-sized enterprises

     

Retail Business Unit:

  

Business to deal with domestic individual and small-to-medium-sized enterprises

     

International Business Unit:

  

Business to deal with international (including Japanese) corporate customers

     

Global Markets Business Unit:

  

Business to deal with financial market

     

Head Office account:

  

Business other than businesses above

b. Establishment of Principal Facilities, etc.

Unit: millions of yen 

 

Company name  

 

 

 

Reportable segment  

 

 

 

Description  

 

  

 

 

 

 

    Amount    

 

 

 

 

Sumitomo Mitsui Financial Group, Inc.

 

Head Office Account

 

Branch facilities, etc.

     13,718  

Sumitomo Mitsui Banking Corporation

 

Wholesale Business Unit

Retail Business Unit

International Business Unit

Global Markets Business Unit

Head Office Account

 

Branch facilities, etc.

     28,785  
   

Software

     61,268  

(Notes)

  

1.

  

Amounts less than one million yen have been rounded down.

The businesses in charge of each business unit are the followings.

  

2.

  
     

Wholesale Business Unit:

  

Business to deal with domestic medium-to-large-sized enterprises

     

Retail Business Unit:

  

Business to deal with domestic individual and small-to-medium-sized enterprises

     

International Business Unit:

  

Business to deal with international (including Japanese) corporate customers

     

Global Markets Business Unit:

  

Business to deal with financial market

     

Head Office account:

  

Business other than businesses above

 

11


(6)

Parent Company and Principal Subsidiaries, etc.

 

a.  

Parent Company

Not applicable.

 

b.  

Principal Subsidiaries, etc.

Company name         Location         Main business       Date of    
  establishment    
 

Capital    

(millions of    
yen)    

 

 

Percentage    
of the    
Company’s    
voting     
rights (%)    

 

       Other    

 

Sumitomo Mitsui Banking Corporation

 

   Chiyoda-ku, Tokyo    Commercial banking   June 6, 1996   1,770,996     100.00      -

 

SMBC Trust Bank Ltd.

 

   Minato-ku, Tokyo   

 

Commercial banking and trust services

 

 

 

February 25, 1986

 

  87,550    

 

100.00  

(100.00)  

 

   -

 

Sumitomo Mitsui Finance and Leasing Company, Limited

 

   Chiyoda-ku, Tokyo    Leasing   February 4, 1963   15,000     60.00      -

 

SMBC Nikko Securities Inc.

 

   Chiyoda-ku, Tokyo    Securities   June 15, 2009   10,000     100.00      -

 

Sumitomo Mitsui Card Company, Limited

 

   Chuo-ku, Osaka    Credit card  

 

December 26, 1967

 

  34,000    

 

65.99  

(65.99)  

 

   -

 

Cedyna Financial Corporation

 

   Naka-ku, Nagoya   

 

Credit card and Installment

 

 

 

September 11, 1950

 

  82,843    

 

100.00  

(100.00)  

 

   -

 

SMBC Consumer Finance Co., Ltd.

 

   Chuo-ku, Tokyo    Consumer lending   March 20, 1962   140,737     100.00      -
The Japan Research Institute, Limited    Shinagawa-ku, Tokyo   

System development,

data processing,

management consulting,

and economic research

  November 1, 2002   10,000     100.00      -

 

Sumitomo Mitsui Asset Management Company, Limited

 

   Minato-ku, Tokyo   

 

Investment advisory and investment trust management

 

  July 15, 1985   2,000     60.00      -

 

Sumitomo Mitsui Banking Corporation Europe Limited

 

   London, U.K.    Commercial banking   March 5, 2003  

340,000  

[USD 3,200 million] 

 

 

100.00  

(100.00)  

 

   -

 

Sumitomo Mitsui Banking Corporation (China) Limited

 

   Shanghai, People’s Republic of China    Commercial banking   April 27, 2009  

169,200  

[RMB 10,000 million] 

 

 

100.00  

(100.00)  

 

   -

 

SMBC Guarantee Co., Ltd.

 

   Minato-ku, Tokyo   

 

Credit guarantee

 

 

 

July 14, 1976

 

  187,720    

 

100.00  

(100.00)  

 

   -

 

SMBC Capital Markets, Inc.

 

   Wilmington, Delaware, U.S.A.   

 

Derivatives

 

 

 

December 4, 1986

 

 

0  

[USD 100] 

 

 

100.00  

(100.00)  

 

   -

 

THE MINATO BANK, LTD.

 

   Chuo-ku, Kobe   

 

Commercial banking

 

 

 

September 6, 1949

 

  27,484    

 

34.19  

(34.19)  

 

   -

 

Kansai Urban Banking Corporation

 

   Chuo-ku, Osaka    Commercial banking   July 1, 1922   47,039    

 

48.12  

(48.12)  

 

   -

 

PT Bank Tabungan Pensiunan Nasional Tbk

 

   Jakarta, Republic of Indonesia     Commercial banking   February 5, 1958  

899  

[IDR 116.8  

billion] 

 

40.66  

(40.66)  

   -

 

Sumitomo Mitsui Auto Service Company, Limited

 

   Shinjuku-ku, Tokyo    Leasing   February 21, 1981   6,950     33.99      -

 

Daiwa SB Investments Ltd.

 

   Chiyoda-ku, Tokyo   

 

Investment advisory and investment trust management

 

  June 1, 1973   2,000     43.96      -

(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.

 

12


    2.    

The capital denominated in foreign currency has been translated into Japanese yen at the exchange rate as of the account closing date.

    3.    

Figures in parentheses ( ) in the voting rights column indicate voting rights held indirectly.

    4.    

SMBC Friend Securities Co., Ltd., which was previously stated on its own, has been excluded from the Company’s consolidated subsidiaries due to its merger with SMBC Nikko Securities Inc. in fiscal 2017.

    5.    

THE MINATO BANK, LTD. and Kansai Urban Banking Corporation became equity method affiliates from fiscal 2017 due mainly to sale of part of shares in these companies.

    6.    

The percentage of the Company’s voting rights in subsidiaries for THE MINATO BANK, LTD. includes 30.25% of the percentage of the Company’s voting rights attached to shares that SMBC contributed to the retirement benefits trust. The voting rights attached to the shares are to be exercised at the instruction of SMBC.

Significant Business Alliance

The Company, Sumitomo Mitsui Card Company, Limited, and SMBC have formed a business alliance with NTT DOCOMO, Inc. mainly for the joint promotion of a credit settlement service using mobile phones.

 

(7)

Major Borrowings

 

Creditor  

  

Balance of borrowings   

(millions of yen)   

 

 

Investment in the Company 

 

    

 

Number of shares held  

(100 shares)  

  

Percentage of voting   

rights (%)   

Sumitomo Mitsui Banking Corporation

   1,228,030   -    -

 

(Note)

   

Amounts less than one million yen have been rounded down.

 

(8)

Material Matters regarding Business Transfer, etc.

 

 

Date of business transfer, etc.

 

 

 

Status of business transfer, etc.

 

February 20, 2018

 

SMBC sold on February 20, 2018, part of shares in THE MINATO BANK, LTD. and Kansai Urban Banking Corporation through tender offers by Resona Holdings, Inc. for the common stocks of the two companies. As a result, THE MINATO BANK, LTD. and Kansai Urban Banking Corporation became equity method affiliates from fiscal 2017.

 

13


2.  Matters regarding Directors and Corporate Executive Officers

 

(1)

Directors and Corporate Executive Officers

 

  a.

Directors

(As of March 31, 2018)

Name     Position and responsibility   Significant concurrent positions    Other 

Koichi Miyata

 

Chairman of the Board

Member of the Nominating Committee

Member of the Compensation Committee

 

Chairman of the Board of Sumitomo Mitsui Banking Corporation

Director of SONY CORPORATION

Corporate Auditor of Isetan Mitsukoshi Holdings Ltd.

  -

Takeshi Kunibe*

 

Director

Member of the Compensation Committee

  Director of NEC Corporation   -

Makoto Takashima

  Director  

President of Sumitomo Mitsui Banking Corporation

(Representative Director)

  -

Kozo Ogino*

  Director  

Director of Sumitomo Mitsui Banking Corporation

(Representative Director)

  -

Jun Ohta*

  Director   Director of Sumitomo Mitsui Banking Corporation   -

Katsunori Tanizaki*

  Director  

Director of Sumitomo Mitsui Banking Corporation

Director of The Japan Research Institute, Limited

  -

Toshikazu Yaku*

  Director   Director of Sumitomo Mitsui Banking Corporation   -

Toshiyuki Teramoto

 

Director

Member of the Audit Committee

  Corporate Auditor of Sumitomo Mitsui Banking Corporation   -

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)

Member of the Nominating Committee

Member of the Audit Committee (Chairman)

  Special Advisor of Central Japan Railway Company   -

Arthur M. Mitchell

 

Director (outside)

Member of the Nominating Committee

Member of the Compensation Committee

 

Attorney at Law, admitted in New York

Registered Foreign Attorney in Japan

  -

Shozo Yamazaki

 

Director (outside)

Member of the Audit Committee  

 

Certified Public Accountant

Status of other concurrent positions shall be as described in “Concurrent Positions and Other Details on Outside Directors” below.

  He has considerable expertise in finance and accounting.

 

14


       
Name    Position and responsibility    Significant concurrent positions    Other 

Masaharu Kohno

 

Director (outside)

Member of the Nominating Committee

  Status of concurrent positions shall be as described in “Concurrent Positions and Other Details on Outside Directors” below.   -

Yoshinobu Tsutsui

 

Director (outside)

Member of the Nominating Committee (Chairman)

Member of the Compensation Committee

 

President of NIPPON LIFE INSURANCE COMPANY

Status of other concurrent positions shall be as described in “Concurrent Positions and Other Details on Outside Directors” below.

  -

Katsuyoshi Shinbo

 

Director (outside)

Member of the Audit Committee

Member of the Compensation Committee (Chairman)

 

Attorney at Law

Status of other concurrent positions shall be as described in “Concurrent Positions and Other Details on Outside Directors” below.

  -

Eriko Sakurai

 

Director (outside)

Member of the Nominating Committee

Member of the Compensation Committee

 

Chairman and CEO of Dow Corning Toray, Co., Ltd.

Status of other concurrent positions shall be as described in “Concurrent 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.

   

2.

    

To ensure audit effectiveness, the Company has elected two non-executive Directors Messrs. Toshiyuki Teramoto and Toru Mikami as full-time member of the Audit Committee.

   

3.

    

Directors with an asterisk (*) concurrently serve as Corporate Executive Officers.

   

4.

    

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.

   

5.

    

Changes in significant concurrent positions as of April 1, 2018:

    

    Director   Yoshinobu Tsutsui       Chairman of NIPPON LIFE INSURANCE COMPANY

    

Changes in significant concurrent positions as of April 2, 2018:

    

    Director   Jun Ohta                       Director of Sumitomo Mitsui Banking Corporation (Representative Director)

 

15


  b.

Corporate Executive Officers

(As of March 31, 2018)

Name    Position and responsibility    Significant concurrent positions    Other 

Takeshi Kunibe*

 

President

(Representative Corporate Executive Officer)

Group CEO

  Director of NEC Corporation   -

Kozo Ogino*

 

Deputy President and Corporate Executive Officer

Group CRO

Responsible for Corporate Risk Management Dept. and Credit & Investment Planning Dept.

 

Director of Sumitomo Mitsui Banking Corporation

(Representative Director)

  -

Manabu Narita

 

Deputy President and Corporate Executive Officer

Head of Wholesale Business Unit

 

Director of Sumitomo Mitsui Banking Corporation

(Representative Director)

  -

Jun Ohta*

 

Deputy President and Corporate Executive Officer (Representative Corporate Executive Officer)

Group CFO, Group CSO and Group CDIO

Responsible for Public Relations  Dept., Corporate Planning Dept., Financial Accounting Dept., Subsidiaries & Affiliates Dept., IT Innovation Dept. and Transaction Business Planning Dept.

  Director of Sumitomo Mitsui Banking Corporation   -

Yasuyuki Kawasaki

 

Deputy President and Corporate Executive Officer

Head of International Business Unit

 

Director of Sumitomo Mitsui Banking Corporation

(Representative Director)

  -

Katsunori Tanizaki*

 

Senior Managing Corporate Executive Officer

Group CIO

Responsible for IT Planning Dept., Data Management Dept. and Operations Planning Dept.

 

Director of Sumitomo Mitsui Banking Corporation

Director of The Japan Research Institute, Limited

  -

Yukihiko Onishi

 

Senior Managing Corporate Executive Officer

Head of Retail Business Unit

  Senior Managing Executive Officer of Sumitomo Mitsui Banking Corporation   -

Toshikazu Yaku*

 

Senior Managing Corporate Executive Officer

Group CCO and Group CHRO

Responsible for Human Resources Dept., Quality Management Dept., General Affairs Dept. and Administrative Services Dept.

  Director of Sumitomo Mitsui Banking Corporation   -

 

16


Name    Position and responsibility    Significant concurrent positions    Other 

Hiroshi Munemasa

 

Managing Corporate Executive Officer

Head of Global Markets Business Unit

  Managing Executive Officer of Sumitomo Mitsui Banking Corporation   -

(Notes)

 

1.

 

Corporate Executive Officers with an asterisk (*) concurrently serve as Directors.

 

2.

 

CEO:

 

Chief Executive Officer

   
   

CRO:

 

Chief Risk Officer

   
   

CFO:

 

Chief Financial Officer

   
   

CSO:

 

Chief Strategy Officer

   
   

CDIO:

 

Chief Digital Innovation Officer

   
   

CIO:

 

Chief Information Officer

   
   

CCO:

 

Chief Compliance Officer

   
   

CHRO:

 

Chief Human Resources Officer

   
 

3.

 

Changes in positions and responsibilities and in significant concurrent positions as of April 2, 2018:

   

Deputy President and Corporate Executive Officer (Representative Corporate Executive Officer)

 

Jun Ohta

 

Discharged from Group CDIO

No longer responsible for IT Innovation Dept. or Transaction Business Planning Dept.

Director of Sumitomo Mitsui Banking Corporation (Representative Director)

   

Deputy President and Corporate Executive Officer

 

Yasuyuki Kawasaki

 

Resigned from Deputy President and Corporate Executive Officer

Resigned from Director of Sumitomo Mitsui Banking Corporation (Representative Director)

   

Senior Managing Corporate Executive Officer

 

Katsunori Tanizaki

 

Group CIO and Group CDIO

Responsible for IT Planning Dept., IT Innovation Dept., Data Management Dept. and Operations Planning Dept.

   

Senior Managing Corporate Executive Officer

 

Yukihiko Onishi

  Resigned from Senior Managing Corporate Executive Officer
   

Managing Corporate Executive Officer

 

Hiroshi Munemasa

 

Senior Managing Corporate Executive Officer

Senior Managing Executive Officer of Sumitomo Mitsui Banking Corporation

   

Assumption of Corporate Executive Officers as of April 2, 2018:

     

Masahiko Oshima

 

Senior Managing Corporate Executive Officer

Head of International Business Unit

Senior Managing Executive Officer of Sumitomo Mitsui Banking Corporation

     

Naoki Tamura

 

Senior Managing Corporate Executive Officer

Head of Retail Business Unit

Senior Managing Executive Officer of Sumitomo Mitsui Banking Corporation

Directors and Corporate Executive Officers who resigned during the Fiscal Year

 

Name  

 

 

 

Position and responsibility

 

 

 

Significant concurrent positions  

 

 

 

Other   

 

Yujiro Ito

 

Director

(Representative Director)

 

Director of Sumitomo Mitsui Banking Corporation

(Representative Director)

  Resigned on April 1, 2017

Koichi Noda

  Director   Director of Sumitomo Mitsui Banking Corporation   Resigned on April 1, 2017

 (Note)    Position and responsibility and significant concurrent positions are reported as of the date of resignation.

 

17


(2)    Compensation, etc. for Directors, Corporate Auditors and Corporate Executive Officers

Unit: millions of yen

 

Classification

 

  

 

Persons paid

 

  

 

Compensation, etc.

 

 

Directors

 

  

 

      19

 

  

 

     356

 

 

Corporate Auditors

 

  

 

        6

 

  

 

       37

 

 

Corporate Executive Officers

 

  

 

        9

 

  

 

     414

 

 

Total

 

  

 

      34

 

  

 

     808

 

 

(Notes)

 

1.

 

Amounts less than one million yen have been rounded down.

 

2.

 

Directors and Corporate Executive Officers do not receive an employee salary nor do they receive consideration for the performance of other duties.

 

3.

 

The Company has transformed from a Company with a Board of Corporate Auditors to a Company with Three Committees, based on the resolution at the 15th Ordinary General Meeting of Shareholders held on June 29, 2017. Thus persons paid and compensation, etc. with respect to Corporate Auditors refer to the number of the Corporate Auditors in service during the period between April 1, 2017 and June 29, 2017, and the total amount of compensation for the execution of duties by them for the same period.

 

4.

 

Compensation, etc. paid to Directors concurrently serving as Corporate Executive Officers is included in the amount for Corporate Executive Officers.

 

5.

 

The above-written amounts of compensation, etc. include expenses of 154 million yen (42 million yen for Directors and 112 million yen for Corporate Executive Officers) related to the payment of bonuses to Directors and Corporate Executive Officers.

 

6.

 

The above-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 for its Compensation Committee 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 our Mission and our medium-/long-term vision of becoming “a global financial group that, by earning the highest trust of our customers, leads the growth of Japan and the Asian region.”

Group companies of the Company shall determine their executive compensations in accordance with this Policy.

 

  1.

Core Principles

Our executive compensation shall be determined in accordance with the below core principles:

  1)

The Company’s executive compensation aims at providing appropriate incentives toward the realization of our mission and our vision.

  2)

The Company’s executive compensation shall reflect the changing business environment and the short-, medium- and long-term performance of the group, and shall account for the contribution to shareholder value and customer satisfaction.

  3)

Individual remuneration shall reflect the assigned roles and responsibilities as well as the performance of the respective Executive.

  4)

The Company shall research and review market practices, including the use of third-party surveys, in order to provide its Executives with a competitive remuneration package.

  5)

The Company’s executive compensation shall discourage excessive risk-taking and foster a prudent risk culture expected of a financial institution.

  6)

Both domestic and foreign regulations/guidelines on executive compensation shall be observed and respected.

  7)

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.

 

18


  2.

Compensation Programme

  1)

The Company’s executive compensation programme (the “Programme”) shall have three components: base salary, cash bonus, and stock compensation.

  2)

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.

  3)

In order to enhance shareholding of the Executives and align their interests with shareholders, the Programme targets its stock-based compensation components at 25% of total remuneration, if paid at standard levels.

  4)

The above target levels shall be appropriately set in accordance with the roles, responsibilities, etc. of each Executive.

  5)

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.

  6)

Annual incentives shall be determined based on the annual performance of the group, the group company and the business unit each Executive is responsible for, as well as on the performance of the respective Executive reviewed both from short-term and medium-/long-term perspectives. 70% of the determined amount shall be paid as a cash bonus and the remaining 30% shall be paid under Stock Compensation Plan II (annual performance share plan).

  7)

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 Company’s medium-term performance, etc., Stock Compensation Plan II (the “Plan II”), determined based on the Company’s annual performance, etc. and Stock Compensation Plan III (the “Plan III”), determined based on corporate titles, etc.

  a.

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.

  b.

Remuneration under Plan I shall be determined based on the Company’s performance against the Medium-term Management Plan, performance of the Company shares, and the results of customer satisfaction surveys, etc.

  c.

Remunerations under Plan II shall be determined based on the annual performance of the Company, the group company, and the business unit each Executive is responsible for, as well as on the performance of each Executive reviewed both from a short-term and medium-/long-term perspectives. Remuneration paid by restricted shares, they shall effectively act as deferred compensation.

  d.

Remuneration under Plan III shall be determined based on corporate titles, roles, and responsibilities, etc.

  8)

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.

  9)

Notwithstanding the above, executive compensation for the Executives domiciled outside Japan shall be individually designed and determined not only in accordance with this Policy, but also with consideration to local regulations, guidelines, and other local market practices, whilst ensuring the compensation should not incentivize for excessive risk-taking.

 

  3.

Governance and Control of the Compensation Processes

  1)

The Company, as a Company with Three Committees, has established a Compensation Committee to resolve the following:

 

The Policy, the executive pay system including the aforementioned “2. Compensation Programme,” and relevant regulations.

 

Individual remunerations for the Company’s directors and corporate executive officers.

  2)

In addition to the above, the Company Compensation Committee shall review and discuss the below:

 

Executive compensation programmes/practices of group companies of the Company.

 

The individual remuneration for the Company’s other executive officers.

 

  4.

Amendments to and Abolition of the Policy

Amendments to and abolition of the Policy shall be resolved at the Compensation Committee.

 

19


(3)    Liability Limitation Agreement

 

 

Name    

 

  

Summary of Liability Limitation Agreement

 

   

 

Masayuki Matsumoto

 

  

In accordance with the provisions provided for in Article 427, Paragraph 1 of the Companies Act (the “Act”), the Company has entered into agreements with the 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) the minimum amount provided for in Article 427, Paragraph 1 of the Act.

   

 

Arthur M. Mitchell

 

    

 

Shozo Yamazaki

 

    

 

Masaharu Kohno

 

    

 

Yoshinobu Tsutsui

 

    

 

Katsuyoshi Shinbo

 

    

 

Eriko Sakurai

 

    

 

20


3.    Matters regarding Outside Directors

 

(1)

Concurrent Positions and Other Details on Outside Directors

 

  (As of March 31, 2018)

 

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

 

 

 

President 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 Corning Toray, Ltd.

President and Representative Director of Dow Silicones Holding Japan Co., Ltd.

Director of SONY CORPORATION (outside)

 

 

(Notes)   

1. Director Mr. Yoshinobu Tsutsui assumed office as Chairman of NIPPON LIFE INSURANCE COMPANY as of April 1, 2018.

  

2. 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.

 

21


(2)    Major Activities of Outside Directors

 

 

Name   

 

     

 

 Term of

Office

 

     

 

Attendance of the Board of 

Directors meeting 

 

 

 

Opinions issued at the Board of  Directors meeting and other activities 

 

Masayuki Matsumoto

       9 months      

Attended all 8 meetings of the Board of Directors held after his assumption of office as Director.

Attended all 12 meetings of the Audit Committee held in the 2017 fiscal year.

  He mainly provides suggestions and comments based on his considerable experience as a chief executive and high level of insight.

Arthur M. Mitchell

     

 2 years and

 9 months

      Attended all 10 meetings of the Board of Directors held in the 2017 fiscal year.   He mainly provides suggestions and comments based on his considerable experience as an attorney at law and high level of insight.

Shozo Yamazaki

       9 months      

Attended all 8 meetings of the Board of Directors held after his assumption of office as Director.

Attended all 12 meetings of the Audit Committee held in the 2017 fiscal year.

  He mainly provides suggestions and comments based on his considerable experience as a Certified Public Accountant and high level of insight.

Masaharu Kohno

     

 2 years and

 9 months

      Attended all 10 meetings of the Board of Directors held in the 2017 fiscal year.   He mainly provides suggestions and comments based on his considerable experience as a diplomat and high level of insight.

Yoshinobu Tsutsui

       9 months       Attended 7 out of 8 meetings of the Board of Directors after his assumption of office as Director.   He mainly provides suggestions and comments based on his considerable experience as a chief executive and high level of insight.

Katsuyoshi Shinbo

       9 months      

Attended all 8 meetings of the Board of Directors held after his assumption of office as Director.

Attended all 12 meetings of the Audit Committee held in the 2017 fiscal year.

  He mainly provides suggestions and comments based on his considerable experience as an attorney at law and high level of insight.

Eriko Sakurai

     

 2 years and

 9 months

      Attended all 10 meetings of the Board of Directors held in the 2017 fiscal year.   She mainly provides suggestions and comments based on her considerable experience as a chief executive and high level of insight.

(Note)    Periods of service of the Directors above of less than one month have been rounded down.

(3)    Compensation, etc. for Outside Directors and Corporate Auditors

Unit: millions of yen  

                    Persons  paid                   Compensation, etc. paid by the Company   Compensation, etc. paid by parent company, etc., of the Company
Total amount of compensation, etc.    12               111               -

 

(Notes)

  

1.

  

Amounts less than one million yen have been rounded down.

  

2.

  

The Company has transformed from a Company with a Board of Corporate Auditors to a Company with Three Committees, based on the resolution at the 15th Ordinary General Meeting of Shareholders held on June 29, 2017. Thus persons paid and compensation, etc. paid by the Company with respect to total amount of compensation, etc. include the number of the Corporate Auditors in service during the period between April 1, 2017 and June 29, 2017, and the total amount of compensation for the execution of duties by them for the same period.

  

3.

  

No expenses have been incurred in connection with the payment of bonuses to Outside Directors and Outside Corporate Auditors.

 

22


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

    1,414,443,390     

(2)    Number of Shareholders as of March 31, 2018

 
    (Number of shareholders)         

Common stock

    308,361     

(3)    Major Shareholders

        Common Stock

                                                                                             
Name of shareholder   

 

Number of shares held and percentage of shares held

 
  

 

Number of shares held  

(100 shares)

    

Percentage of shares held 

(%)

 

 

Japan Trustee Services Bank, Ltd. (Trust Account)

 

     825,630            5.85      

 

The Master Trust Bank of Japan, Ltd. (Trust Account)

 

     727,169            5.15      

 

NATSCUMCO

 

     398,420            2.82      

 

Japan Trustee Services Bank, Ltd. (Trust Account 9)

 

     309,323            2.19      

 

Japan Trustee Services Bank, Ltd. (Trust Account 5)

 

     285,292            2.02      

 

STATE STREET BANK WEST CLIENT - TREATY 505234

 

     247,481            1.75      

 

Japan Trustee Services Bank, Ltd. (Trust Account 1)

 

     212,091            1.50      

 

Japan Trustee Services Bank, Ltd. (Trust Account 2)

 

     209,394            1.48      

 

Barclays Securities Japan Limited

 

     184,770            1.30      

 

Japan Trustee Services Bank, Ltd. (Trust Account 7)

 

     184,423            1.30      

 

(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.

 

23


5.  Matters regarding the Accounting Auditor

 

(1)

Accounting Auditor

 

Name    

 

      

 

Compensation, etc. for the fiscal year     

 

 

Other 

 

 

KPMG AZSA LLC

 

Tsutomu Takahashi

Designated Limited Liability Partner

 

Noriaki Habuto

Designated Limited Liability Partner

 

Kazuhide Niki

Designated Limited Liability Partner

   

 

Compensation, etc. pertaining to the activities specified in Article 2, Paragraph 1 of the Certified Public Accountants Act: 1,861 million yen

 

1. The Audit Committee confirmed and discussed the details of the audit plan, the status of performance of duties, and the basis for calculation of the estimate of compensation of the Accounting Auditor. As a result, the Audit Committee gave approval set forth in Article 399, Paragraph 1 of the Companies Act for the compensation, etc. of the Accounting Auditor.

2. The Company paid the Accounting Auditor fees in consideration of examining the effectiveness of subsidiaries’ internal audit systems, etc., which fell outside the scope of the activities specified in Article 2, Paragraph 1 of the Certified Public Accountants Act.

       
       
       
       
       
       
       
     

 

Of the above, compensation, etc. as Accounting Auditor: 310 million yen

 

(Notes)

 

1. Amounts less than one million yen have been rounded down.

 

2. 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.

 

3. Total amount of moneys and other financial benefits payable by the Company and subsidiaries (excluding unconsolidated subsidiaries) to the Accounting Auditor is 4,392 million yen.

 

(2)

Liability Limitation Agreement

Not applicable.

 

(3)

Other Matters regarding the Accounting Auditor

 

  a.

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 of the Companies Act.

 

  b.

From among the Company’s significant subsidiaries, Sumitomo Mitsui Banking Corporation Europe Limited, Sumitomo Mitsui Banking Corporation (China) Limited and SMBC Capital Markets, Inc. were audited by an Accounting Auditor other than the Company’s (or by person(s) with equivalent qualifications in foreign countries).

 

24


6.    System to Ensure Appropriate Conduct of Operations

The Company resolved at the Board of Directors to adopt systems to ensure appropriate conduct of operations of the Company and the Group has operated the systems. The outline is as follows:

 

System for the storage and management of information related to the execution of duties by Corporate Executive Officers  

(Detail of the resolution)

 

The Company shall appropriately store and manage information related to the execution of duties by Corporate Executive Officers in accordance with “Policies for Controlling Information” and “Rules for Managing Information.”

 

 

(Operational status)

 

The Company appropriately stored and managed minutes of the Management Committee meetings and approval documents by Corporate Executive Officers as well as information related to the execution of duties by Corporate Executive Officers in accordance with “Policies for Controlling Information” and “Rules for Managing Information.”

 

Policies concerning the management of risk of loss of

the Group

 

(Detail of the resolution)

 

1. The Company shall establish “Policies on Comprehensive Risk Management” that sets forth fundamental matters on the risk management of the Group, and the department in charge of risk management shall cooperate with the department in charge of corporate planning to comprehensively and systematically manage each type of risk.

 

2. The basic policy on the risk management of the Group shall be determined by the resolution of the Management Committee and approved by the Board of Directors.

 

3. The Management Committee, and the officer and department in charge of risk management shall manage risks in accordance with the basic policy on the risk management of the Group approved in the preceding paragraph.

 

 

(Operational status)

 

The Company has established “Policies on Comprehensive Risk Management,” and under these policies, the department in charge of risk management cooperated with the department in charge of corporate planning to comprehensively and systematically manage risks. In addition, in accordance with the “Policy for Risk Committee,” the Risk Committee was called four times, and the risks considered to have particularly material impact on the Company’s management and improvement in the effectiveness and revision of the risk appetite framework (*) were deliberated. The results were reported to the Board of Directors four times.

 

System for ensuring the efficient execution of duties by Corporate Executive Officers  

(Detail of the resolution)

 

1. The Company shall formulate business plans to ensure the efficient execution of duties by Corporate Executive Officers, and Executive Officers shall execute business operations and earnings management in accordance with the plans.

 

 

25


   

2. Each Corporate Executive Officer shall appropriately allocate duties and delegate authority to officers and employees in accordance with “Regulations on Organization,” “Rules for Managing Group Companies” and other internal rules and regulations.

 

 

(Operational status)

•  The Board of Directors formulated and resolved the business plan for fiscal 2018.

 

•  Based on the business plan formulated and resolved by the Board of Directors, Corporate Executive Officers executed their respective duties appropriately, and at the same time, officers and employees to whom authority was delegated in accordance with “Regulations on Organization” and other internal rules and regulations, executed business operations. The status was reported to the Board of Directors four times.

 

* A management framework that clarifies the types and amount of risk a company is willing to assume for growing earnings (risk appetite) and appropriately incorporates the risk appetite in business operations.

 

System for ensuring that officers and employees of the Group execute their duties in accordance with laws and regulations, and the Articles of Incorporation  

(Detail of the resolution)

1. The Company shall develop “Business Ethics,” a common CSR philosophy of the Group, as well as “Principles of Action Concerning Compliance and Risks” and “Policies on Compliance” to ensure that officers and employees of the Group execute their duties in accordance with laws and regulations, and the Articles of Incorporation.

 

2. The Company shall formulate an annual plan for compliance with specific measures, including establishing and revising policies, regulations and training programs, for the effective functioning of the Group’s compliance system, which shall be approved by the Board of Directors.

 

3. The Company shall formulate “Regulations on Assessment of Internal Control Over Financial Reporting” with specific measures to establish and operate internal control over financial reporting, and assess its effectiveness to ensure the appropriateness of accounting treatment and reliability of financial reporting of the Group.

 

4. The Company shall establish a whistleblowing system to discover and correct violations of laws and regulations by the Company, the Group companies, and officers and employees of the Group at an early stage, and ensure the appropriateness of its operations.

 

5. The Company shall establish a system for appropriately managing the Group’s basic policy on dealing with antisocial forces, including, “the Company has nothing whatsoever to do with antisocial forces,” “the Company rejects any unreasonable request or claim from antisocial forces, does not engage in any under-the-table dealings with or finance those entities and, takes appropriate legal responses as necessary,” and “the Company deals with antisocial forces systemically, in association with outside experts.”

 

 

26


   

6. The Company shall formulate “Management Policy Concerning Conflicts of Interest” for the Group to prevent and manage conflict of interest with customers within the Group.

 

7. The Company shall formulate “SMFG Group Policies for Internal Regulations for Preventing Money Laundering and Terrorist Financing” for the Group to prevent money laundering and terrorist financing, and operate and manage businesses in accordance with the rules.

 

8. In order to verify the status of implementation of the matters in the preceding paragraphs, the department in charge of internal audits, which is independent from other departments, shall conduct internal audits and, as a department under the direct supervision of the Audit Committee, report the results to the Audit Committee as well as the Management Committee and other relevant bodies.

   

(Operational status)

•  The Company formulated a compliance program as a practical implementation plan. Based on the program, the Company made efforts to enhance the group compliance system and the system for countermeasures against money laundering and financing of terrorism. The Compliance Committee including outside experts deliberated the program twice and the results were reported to the Board of Directors.

 

•  In accordance with the rules including “Regulations on Assessment of Internal Control Over Financial Reporting,” the Company assessed its effectiveness to ensure the appropriateness of accounting treatment and reliability of financial reporting, and reported to the Board of Directors.

 

•  Based on the internal reporting rules of the Group, the SMFG Group Alarm Line has been established and managed properly as an internal reporting system for the entire Group.

 

•  The Conflict of Interest Management Department has properly managed conflicts of interest to prevent from unfairly impairing customers’ interests based on the Management Policy Concerning Conflicts of Interest. In addition, the Conflict of Interest Management Department conducts monitoring every six months and reports the results to Group CCO. There were no noteworthy events in the current fiscal year.

 

•  The department in charge of internal audits conducted internal audits on departments of the Company as well as the Group companies in accordance with the “Group Internal Audit Charter” and the annual audit plan resolved by the Audit Committee and the Board of Directors, and verified the appropriateness and effectiveness of the internal management system. The audit results were reported to the Audit Committee four times, and then reported to the Board of Directors through the Audit Committee in accordance with the “Policy for Audit Committee.”

 

27


System for ensuring the appropriateness of business operations of the Group

 

(Detail of the resolution)

 

 

1. The Company shall establish the Management Committee under the Board of Directors as the highest decision-making body over the Group’s business execution and management. The Management Committee shall deliberate on important business execution matters before they are executed in accordance with the basic policies adopted by the Board of Directors.

 

2. The Company shall formulate “Rules for Managing Group Companies” and “Rules for Managing Group Companies Concerning Compliance” to maintain the Group’s integrated compliance system, and ensure the appropriateness of management in accordance with these policies and rules.

 

3. The Company shall formulate “Rules on Managing Transactions among the SMFG Group Companies” to ensure the fairness and appropriateness of transactions, and shall operate and manage businesses based on the rules. Further, transactions that may materially impact the management of the Group shall be approved by the Management Committee and reported to the Audit Committee.

 

4. The Company shall define basic matters on managing the Group companies as “Rules for Managing Group Companies” and other internal policies in order to determine the status of the execution of duties of the Group’s Directors and ensure that they execute their duties efficiently. The Company shall manage and operate the Group companies in accordance with these rules and policies.

   

(Operational status)

   

 

•  The Management Committee deliberated on important business execution matters for the whole Group before they were executed in accordance with the basic policies adopted by the Board of Directors.

 

•  The Company has formulated rules on managing transactions among the Group companies, and operations and management are conducted based on these rules. In addition, transactions that may materially impact on the management of the Group shall be approved by the Management Committee and the Board of Directors. However, there is no transaction applicable for the current fiscal year.

System for employees to assist the Audit Committee, including ensuring their independence from Corporate Executive Officers and the effectiveness of instructions given to them

 

(Detail of the resolution)

 

 

1. The Company shall establish Audit Committee Office to assist the Audit Committee to execute its duties.

 

2. The approval by the Audit Committee shall be required for matters regarding the employees at Audit Committee Office, including performance review and transfers, to ensure their independence from the Corporate Executive Officers.

 

3. Employees at Audit Committee Office shall solely assist the Audit Committee in performing its duties, according to instructions from the Audit Committee.

 

28


   

 

4. The Company may assign Assistant Audit Committee Members to assist the Audit Committee to execute its duties. In this case, the approval by the Audit Committee shall be required for matters regarding Assistant Audit Committee Members, including performance review and transfers.

 

5. Assistant Audit Committee Members shall audit the major Group companies deemed to require auditing by taking office as Corporate Auditor at such companies or through other means, and assist the Audit Committee to execute its duties.

 

 

(Operational status)

 

•  The Company has established Audit Committee Office to assist the Audit Committee to execute its audit duties. The employees at Audit Committee Office solely assist the Audit Committee in performing its duties, according to instructions from the Audit Committee. Personnel evaluation and transfer of employees were conducted with the consent of the Audit Committee.

 

•  The Company has assigned Assistant Audit Committee Members to assist the Audit Committee to execute its duties. The Assistant Audit Committee Members audited the major Group companies deemed to require auditing by taking office as Corporate Auditor at such companies or through other means, and also assisted the duties of the Audit Committee. Personnel evaluations of the Assistant Audit Committee Members were conducted with the consent of the Audit Committee.

 

System for officers and employees of the Group to report to the Audit Committee, and system to ensure that they shall not be treated unfairly for their actions

 

 

(Detail of the resolution)

 

1. Officers and employees of the Group shall report any discovery of any fact that may materially harm the Group, any wrongdoing, any material violation of laws, regulations, or the Articles of Incorporation (hereinafter referred to as “the whistleblower”) to the Audit Committee. Further, in the case when the Audit Committee requests an explanation about a discovery, the whistleblower shall promptly respond to the Audit Committee’s request.

 

2. The whistleblower may report any discovery of the above to the Company internal/external contact office for whistleblowing rather than to the Audit Committee. The Company’s department in charge of compliance shall periodically report to the Audit Committee on the status of reception and handling of whistleblowing allegations. Further, the department shall immediately report any allegation requiring reporting to the Audit Committee based on its impact on business, or when requested to do so by the Audit Committee.

 

3. The Group’s whistleblowing guidelines shall have provisions prohibiting the unfair treatment of whistleblowers.

   

 

(Operational status)

 

•  The department in charge of compliance made periodical reports to the Audit Committee on the status of reception and handling of whistleblowing allegations.

   

•  The Company has stipulated the provision prohibiting the unfair treatment of whistleblowers in the Group’s whistleblowing guideline, and established the system that whistleblowers shall not be treated unfairly because of the use of the whistleblowing system.

 

 

29


System for ensuring effective auditing by the Audit Committee

 

(Detail of the resolution)

 

1. The department in charge of internal audits shall report the results of internal audits to the Audit Committee as a department under the direct supervision of the Audit Committee.

 

2. The basic policies and basic plan on internal audits of the Company shall be approved by the Audit Committee and the Board of Directors.

 

3. The Audit Committee shall give instructions to the department in charge of internal audits as necessary, and the department in charge of internal audits shall perform internal audits pursuant to such instructions.

 

4. The Representative Executive Officers shall endeavor to improve the efficiency of the Audit Committee’s auditing function by ensuring opportunities for the regular exchange of opinions with the Audit Committee and through other measures.

 

 

(Operational status)

 

•  The department in charge of internal audits reported the results of internal audits to the Audit Committee on a regular basis.

 

•  The basic policies and basic plan on internal audits were approved by the Audit Committee and the Board of Directors.

 

•  The Audit Committee gave specific instructions to the department in charge of internal audits as necessary.

 

•  The Representative Executive Officers exchanged opinions with Audit Committee Members three times, and endeavored to improve the efficiency of the Audit Committee’s auditing function.

 

Bearing expenses for the execution of duties by Audit Committee Members

 

(Detail of the resolution)

 

Every fiscal year, the Company shall set aside a budget to cover necessary expenses for Audit Committee Members to execute their duties based on a budget request from the Audit Committee. If an additional budget is requested by the Audit Committee due to a possible budget overrun, the Company shall set aside additional budget, except when the additional budget is obviously not necessary for Audit Committee Members to execute their duties.

 

 

(Operational status)

 

The Company set aside necessary expenses for Audit Committee Members to execute their duties including on-site audits.

 

 

30


7.

Matters regarding Specified Wholly Owned Subsidiary

 

Company Name    

  Address    

 

Total book value  

 

(millions of yen)  

 

 

Total assets of the  

 

Company  

 

(millions of yen)  

 

Sumitomo Mitsui

 

Banking Corporation

 

 

1-2, Marunouchi

 

1-chome, Chiyoda-ku,

 

Tokyo, Japan

 

  4,613,843   12,104,965

(Note)  Amounts less than one million yen have been rounded down.

 

8.

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.

 

31


Consolidated Balance Sheet

(As of March 31, 2018)

Unit: millions of yen

 

Account    Amount     Account    Amount  

 

(Assets)

 

      

(Liabilities)

 

    

 

Cash and due from banks

 

  

 

 

 

 

 

 

53,732,582

 

 

 

 

 

 

 

Deposits

 

  

 

 

 

 

116,477,534

 

 

 

 

 

Call loans and bills bought

 

  

 

 

 

 

1,881,879

 

 

 

 

 

 

Negotiable certificates of deposit

 

  

 

 

 

 

11,220,284

 

 

 

 

 

Receivables under resale agreements

 

  

 

 

 

 

827,892

 

 

 

 

 

 

Call money and bills sold

 

  

 

 

 

 

1,190,928

 

 

 

 

 

Receivables under securities borrowing transactions

 

  

 

 

 

 

8,337,700

 

 

 

 

 

 

Payables under repurchase agreements

 

  

 

 

 

 

5,509,721

 

 

 

 

 

Monetary claims bought

 

  

 

 

 

 

4,730,770

 

 

 

 

 

 

Payables under securities lending transactions

 

  

 

 

 

 

7,186,861

 

 

 

 

 

Trading assets

 

  

 

 

 

 

5,585,591

 

 

 

 

 

 

Commercial paper

 

  

 

 

 

 

2,384,787

 

 

 

 

 

Money held in trust

 

  

 

 

 

 

1,482

 

 

 

 

 

 

Trading liabilities

 

  

 

 

 

 

4,402,110

 

 

 

 

 

Securities

 

  

 

 

 

 

25,712,709

 

 

 

 

 

 

Borrowed money

 

  

 

 

 

 

10,829,248

 

 

 

 

 

Loans and bills discounted

 

  

 

 

 

 

72,945,934

 

 

 

 

 

 

Foreign exchanges

 

  

 

 

 

 

865,640

 

 

 

 

 

Foreign exchanges

 

  

 

 

 

 

2,166,190

 

 

 

 

 

 

Short-term bonds

 

  

 

 

 

 

1,256,600

 

 

 

 

 

Lease receivables and investment assets

 

  

 

 

 

 

2,329,431

 

 

 

 

 

 

Bonds

 

  

 

 

 

 

9,057,683

 

 

 

 

 

Other assets

 

  

 

 

 

 

8,005,807

 

 

 

 

 

 

Due to trust account

 

  

 

 

 

 

1,328,271

 

 

 

 

 

Tangible fixed assets

 

  

 

 

 

 

3,475,131

 

 

 

 

 

 

Other liabilities

 

  

 

 

 

 

6,348,202

 

 

 

 

 

Assets for rent

 

  

 

 

 

 

2,553,213

 

 

 

 

 

 

Reserve for employee bonuses

 

  

 

 

 

 

84,046

 

 

 

 

 

Buildings

 

  

 

 

 

 

341,949

 

 

 

 

 

 

Reserve for executive bonuses

 

  

 

 

 

 

3,861

 

 

 

 

 

Land

 

  

 

 

 

 

424,277

 

 

 

 

 

 

Net defined benefit liability

 

  

 

 

 

 

39,982

 

 

 

 

 

Lease assets

 

  

 

 

 

 

6,332

 

 

 

 

 

 

Reserve for executive retirement benefits

 

  

 

 

 

 

2,026

 

 

 

 

 

Construction in progress

 

  

 

 

 

 

33,971

 

 

 

 

 

 

Reserve for point service program

 

  

 

 

 

 

22,244

 

 

 

 

 

Other tangible fixed assets

 

  

 

 

 

 

115,387

 

 

 

 

 

 

Reserve for reimbursement of deposits

 

  

 

 

 

 

17,765

 

 

 

 

 

Intangible fixed assets

 

  

 

 

 

 

865,584

 

 

 

 

 

 

Reserve for losses on interest repayment

 

  

 

 

 

 

144,763

 

 

 

 

 

Software

 

  

 

 

 

 

428,756

 

 

 

 

 

 

Reserves under the special laws

 

  

 

 

 

 

2,397

 

 

 

 

 

Goodwill

 

  

 

 

 

 

272,203

 

 

 

 

 

 

Deferred tax liabilities

 

  

 

 

 

 

455,234

 

 

 

 

 

Lease assets

 

  

 

 

 

 

163

 

 

 

 

 

 

Deferred tax liabilities for land revaluation

 

  

 

 

 

 

30,539

 

 

 

 

 

Other intangible fixed assets

 

  

 

 

 

 

164,460

 

 

 

 

 

 

Acceptances and guarantees

 

  

 

 

 

 

8,575,499

 

 

 

 

 

Net defined benefit asset

 

  

 

 

 

 

383,418

 

 

 

 

 

 

Total liabilities

 

  

 

 

 

 

187,436,236

 

 

 

 

 

Deferred tax assets

 

  

 

 

 

 

27,609

 

 

 

 

 

 

(Net assets)

 

    

 

Customers’ liabilities for acceptances and guarantees

 

  

 

 

 

 

8,575,499

 

 

 

 

 

 

Capital stock

 

  

 

 

 

 

2,338,743

 

 

 

 

 

Reserve for possible loan losses

 

  

 

 

 

 

(536,088

 

 

 

 

 

Capital surplus

 

  

 

 

 

 

758,215

 

 

 

 

        

 

Retained earnings

 

  

 

 

 

 

5,552,573

 

 

 

 

        

 

Treasury stock

 

  

 

 

 

 

(12,493

 

 

 

        

 

Total stockholders’ equity

 

  

 

 

 

 

8,637,039

 

 

 

 

        

 

Net unrealized gains (losses) on other securities

 

  

 

 

 

 

1,688,842

 

 

 

 

        

 

Net deferred gains (losses) on hedges

 

  

 

 

 

 

(68,543

 

 

 

        

 

Land revaluation excess

 

  

 

 

 

 

37,097

 

 

 

 

        

 

Foreign currency translation adjustments

 

  

 

 

 

 

36,906

 

 

 

 

         Accumulated remeasurements of defined benefit plans     

 

59,121

 

 

 

        

 

Total accumulated other comprehensive income

 

  

 

 

 

 

1,753,424

 

 

 

 

        

 

Stock acquisition rights

 

  

 

 

 

 

2,823

 

 

 

 

        

 

Non-controlling interests

 

  

 

 

 

 

1,219,604

 

 

 

 

            

 

Total net assets

 

  

 

 

 

 

11,612,892

 

 

 

 

 

Total assets

 

  

 

 

 

 

199,049,128

 

 

 

 

 

 

Total liabilities and net assets

 

  

 

 

 

 

199,049,128

 

 

 

 

 

32


Consolidated Statement of Income

(From April 1, 2017 to March 31, 2018)

Unit: millions of yen

 

Account      Amount  

Ordinary income

          5,764,172  

Interest income

     2,165,788       

Interest on loans and discounts

     1,469,232       

Interest and dividends on securities

     342,013       

Interest on call loans and bills bought

     19,462       

Interest on receivables under resale agreements

     24,566       

Interest on receivables under securities borrowing transactions

     14,619       

Interest on deposits with banks

     75,619       

Interest on lease transactions

     70,941       

Other interest income

     149,333       

Trust fees

     3,884       

Fees and commissions

     1,244,063       

Trading income

     246,338       

Other operating income

     1,863,345       

Lease-related income

     271,703       

Installment-related income

     1,041,351       

Other

     550,290       

Other income

     240,751       

Gains on reversal of reserve for possible loan losses

     11,562       

Recoveries of written-off claims

     10,231       

Other

     218,957       

Ordinary expenses

          4,600,059  

Interest expenses

     775,560       

Interest on deposits

     283,229       

Interest on negotiable certificates of deposit

     86,810       

Interest on call money and bills sold

     8,471       

Interest on payables under repurchase agreements

     48,597       

Interest on payables under securities lending transactions

     11,316       

Interest on commercial paper

     18,393       

Interest on borrowed money

     54,654       

Interest on short-term bonds

     54       

Interest on bonds

     186,095       

Other interest expenses

     77,936       

Fees and commissions payments

     177,418       

Trading losses

     36       

Other operating expenses

     1,589,355       

Lease-related expenses

     142,894       

Installment-related expenses

     987,154       

Other

     459,305       

General and administrative expenses

     1,816,197       

Other expenses

     241,491           

Ordinary profit

          1,164,113  

Extraordinary gains

          866  

Gains on disposal of fixed assets

     852       

Reversal of reserve for eventual future operating losses from financial instruments transactions

     13       

Extraordinary losses

          56,129  

Losses on disposal of fixed assets

     5,563       

Losses on impairment of fixed assets

     49,900       

Provision for reserve for eventual future operating losses from financial instruments transactions

     665           

Income before income taxes

          1,108,850  

Income taxes-current

     225,617       

Income taxes-deferred

     44,907       

Income taxes

          270,524  

Profit

          838,326  

Profit attributable to non-controlling interests

          103,957  

Profit attributable to owners of parent

              734,368  

 

33


Consolidated Statement of Changes in Net Assets

(From April 1, 2017 to March 31, 2018)

Unit: millions of yen

 

    

 

Stockholders’ equity

 

    

 

Capital stock  

 

 

 

Capital surplus  

 

 

 

Retained earnings  

 

 

 

Treasury stock  

 

 

 

Total stockholders’ equity

 

 

Balance at April 1, 2017

 

  2,337,895     757,346     5,036,756     (12,913)    8,119,085  

 

Changes in the year

 

                   

 

Issuance of new stock

 

  847     847             1,695  

 

Cash dividends

 

          (218,596)        (218,596) 

 

Profit attributable to owners of parent

 

          734,368         734,368  

 

Purchase of treasury stock

 

              (142)    (142) 

 

Disposal of treasury stock

 

      (41)        562     521  

 

Changes in shareholders’ interest due to transaction with non-controlling interests  

 

      62             62  

 

Increase due to increase in subsidiaries

 

          34         34  

 

Increase due to decrease in subsidiaries

 

          5         5  

 

Decrease due to increase in subsidiaries

 

          (599)        (599) 

 

Decrease due to decrease in subsidiaries

 

          (2)        (2) 

 

Decrease due to decrease in affiliates accounted for by the equity method                

 

          (314)        (314) 

 

Reversal of land revaluation excess

 

          923         923  

 

Net changes in items other than stockholders’ equity in the year

 

                   

 

Net changes in the year

 

  847     868     515,817     420     517,954  

 

Balance at March 31, 2018

 

  2,338,743     758,215     5,552,573     (12,493)    8,637,039  

 

    

 

Accumulated other comprehensive income

 

              
    

 

Net
unrealized
gains (losses) 
on other
securities

 

  Net deferred
gains (losses) 
on hedges
  Land
revaluation  
excess
  Foreign
currency
translation
adjustments 
 

 

Accumulated
remeasure-

ments of
defined benefit 
plans

 

 

 

Total
accumulated 
other
comprehen- 

sive income

 

  Stock
acquisition 
rights
  Non-
controlling 
interests
  Total net
assets

 

Balance at April 1, 2017

 

  1,542,308     (42,077)    38,109     65,078     9,034     1,612,453     3,482     1,499,264     11,234,286 

 

Changes in the year

 

                                   

 

Issuance of new stock

 

                                  1,695 

 

Cash dividends

 

                                  (218,596)

 

Profit attributable to owners of parent

 

                                  734,368 

 

Purchase of treasury stock

 

                                  (142)

 

Disposal of treasury stock

 

                                  521 

 

Changes in shareholders’ interest due to transaction with non-controlling interests  

 

                                  62 

 

Increase due to increase in subsidiaries

 

                                  34 

 

Increase due to decrease in subsidiaries

 

                                 

 

Decrease due to increase in subsidiaries

 

                                  (599)

 

Decrease due to decrease in subsidiaries

 

                                  (2)

 

Decrease due to decrease in affiliates accounted for by the equity method

 

                                  (314)

 

Reversal of land revaluation excess

 

                                  923 

 

Net changes in items other than stockholders’ equity in the year

 

  146,533     (26,466)    (1,012)    (28,171)    50,087     140,971     (659)    (279,659)    (139,348)

 

Net changes in the year

 

  146,533     (26,466)    (1,012)    (28,171)    50,087     140,971     (659)    (279,659)    378,606 

 

Balance at March 31, 2018

 

  1,688,842     (68,543)    37,097     36,906     59,121     1,753,424     2,823     1,219,604     11,612,892 

 

34


Non-Consolidated Balance Sheet

(As of March 31, 2018)

Unit: millions of yen

 

Account  

 

  

Amount  

 

   

 

Account  

 

  

 

Amount

 

 

(Assets)

 

      

(Liabilities)

 

    

Current assets

 

    

 

 

396,556

 

 

 

 

 

 

Current liabilities

 

    

 

 

1,275,354

 

 

 

 

 

Cash and due from banks

 

 

    

 

 

251,680

 

 

 

 

 

 

Short-term borrowings

 

 

    

 

 

1,228,030

 

 

 

 

 

Prepaid expenses

 

 

    

 

 

340

 

 

 

 

 

 

Accounts payable

 

 

    

 

 

11,440

 

 

 

 

 

Accrued income

 

 

    

 

 

31,638

 

 

 

 

 

 

Accrued expenses

 

 

    

 

 

34,081

 

 

 

 

 

Accrued income tax refunds

 

 

    

 

 

67,414

 

 

 

 

 

 

Income taxes payable

 

 

    

 

 

6

 

 

 

 

 

Deferred tax assets

 

 

    

 

 

313

 

 

 

 

 

 

Business office taxes payable

 

 

    

 

 

75

 

 

 

 

 

Other current assets

 

 

    

 

 

45,169

 

 

 

 

 

 

Reserve for employee bonuses

 

 

    

 

 

693

 

 

 

 

 

        

Reserve for executive bonuses

 

 

    

 

 

400

 

 

 

 

 

        

Other current liabilities

 

 

    

 

 

626

 

 

 

 

 

Fixed assets

 

    

 

11,708,409

 

 

 

 

Fixed liabilities

 

    

 

 

5,304,535

 

 

 

 

 

Tangible fixed assets

 

 

    

 

 

13,815

 

 

 

 

 

 

Bonds

 

 

    

 

 

5,105,279

 

 

 

 

 

Buildings

 

 

    

 

 

89

 

 

 

 

 

 

Long-term borrowings

 

 

    

 

 

199,221

 

 

 

 

 

Equipment

 

 

    

 

 

7

 

 

 

 

 

 

Deferred tax liabilities

 

 

    

 

 

34

 

 

 

 

 

Construction in progress

 

 

    

 

 

13,718

 

 

 

 

 

 

 

Total liabilities

 

  

 

 

 

 

6,579,890

 

 

 

 

Intangible fixed assets

 

 

    

 

 

296

 

 

 

 

 

 

(Net assets)

 

 

    

Software

 

 

    

 

296

 

 

 

 

Stockholders’ equity

 

    

 

5,522,252

 

 

 

Investments and other assets

 

 

    

 

 

11,694,298

 

 

 

 

 

 

Capital stock

 

 

    

 

 

2,338,743

 

 

 

 

 

Investments in subsidiaries and affiliates

 

 

    

 

 

6,156,181

 

 

 

 

 

 

Capital surplus

 

 

    

 

 

1,584,508

 

 

 

 

 

Long-term loans receivable from

subsidiaries and affiliates

 

 

    

 

 

5,537,800

 

 

 

 

 

 

Capital reserve

 

 

    

 

 

1,560,221

 

 

 

 

 

Long-term prepaid expenses

 

 

    

 

 

315

 

 

 

 

 

 

Other capital surplus

 

 

    

 

 

24,286

 

 

 

 

 

Other

 

 

    

 

 

0

 

 

 

 

 

 

Retained earnings

 

 

    

 

 

1,611,493

 

 

 

 

 

        

Other retained earnings

 

 

    

 

 

1,611,493

 

 

 

 

 

        

Voluntary reserve

 

 

    

 

 

30,420

 

 

 

 

 

        

Retained earnings brought forward

 

 

    

 

 

1,581,073

 

 

 

 

 

        

Treasury stock

 

    

 

 

(12,493

 

 

 

 

        

Stock acquisition rights

 

 

    

 

 

2,823

 

 

 

 

 

        

 

Total net assets

 

  

 

 

 

 

5,525,075

 

 

 

 

 

Total assets

 

  

 

 

 

 

12,104,965

 

 

 

 

 

Total liabilities and net assets

 

    

 

12,104,965

 

 

 

 

35


Non-Consolidated Statement of Income

(From April 1, 2017 to March 31, 2018)

Unit: millions of yen

 

 

Account

 

  

 

Amount

 

 

Operating income

 

       

 

                    366,321      

 

 

Dividends on investments in subsidiaries and affiliates

 

  

 

                       257,001     

 

    

 

Fees and commissions received from subsidiaries and affiliates

 

  

 

10,226     

 

    

 

Interest on loans receivable from subsidiaries and affiliates

 

  

 

99,093     

 

    

 

Operating expenses

 

       

 

133,533     

 

 

General and administrative expenses

 

  

 

23,195     

 

    

 

Interest on bonds

 

  

 

106,052     

 

    

 

Interest on long-term borrowings

 

  

 

4,285     

 

    

 

Operating profit

 

       

 

232,787     

 

 

Non-operating income

 

       

 

223     

 

 

Interest income on deposits

 

  

 

35     

 

    

 

Fees and commissions income

 

  

 

1     

 

    

 

Other non-operating income

 

  

 

186     

 

    

 

Non-operating expenses

 

       

 

12,002     

 

 

Interest on short-term borrowings

 

  

 

4,298     

 

    

 

Fees and commissions payments

 

  

 

313     

 

    

 

Amortization of bond issuance cost

 

  

 

7,193     

 

    

 

Other non-operating expenses

 

  

 

197     

 

    

 

Ordinary profit

 

       

 

221,008     

 

 

Extraordinary losses

 

       

 

10     

 

 

Losses on sales of stocks of subsidiaries and affiliates

 

  

 

10     

 

    

 

Income before income taxes

 

       

 

220,998     

 

 

Income taxes-current

 

  

 

(44,393)    

 

    

 

Income taxes-deferred

 

  

 

36,090     

 

    

 

Total income taxes

 

       

 

(8,302)    

 

 

Net income

 

       

 

229,300     

 

 

36


Non-Consolidated Statement of Changes in Net Assets

(From April 1, 2017 to March 31, 2018)

Unit: millions of yen

 

     

 

Stockholders’ equity

 

      Capital stock         

 

Capital surplus            

 

        

 

Capital reserve      

  

 

Other capital surplus      

  

 

Total capital surplus      

 

Balance at April 1, 2017

 

  

 

                  2,337,895  

                     1,559,374                        24,327                         1,583,701  

 

Changes in the year

 

                   

 

Issuance of new stock

 

  

 

847  

 

  

 

847  

 

       

 

847  

 

 

Cash dividends

 

                   

 

Net income

 

                   

 

Purchase of treasury stock

 

                   

 

Disposal of treasury stock

 

            

 

(41) 

 

  

 

(41) 

 

 

Net changes in items other than stockholders’ equity in the year

 

                   

 

Net changes in the year

 

  

 

847  

 

  

 

847  

 

  

 

(41) 

 

  

 

806  

 

 

Balance at March 31, 2018

   2,338,743      1,560,221      24,286      1,584,508  

 

     

 

Stockholders’ equity

 

 

   Stock  
acquisition  
rights  
   Total net  
assets  
     

 

Retained earnings

 

   Treasury  
stock  
   Total  
stockholders’  
equity  
     
  

Other retained earnings

 

  

 

 Total retained    
 earnings    

 

 

           
    Voluntary reserve       

Retained earnings  
brought forward  

 

              

 

Balance at April 1, 2017

 

         30,420            1,570,369            1,600,789            (12,913)           5,509,473            3,206            5,512,680  

 

Changes in the year

 

                                  

 

Issuance of new stock

 

                       1,695           1,695  

 

Cash dividends

 

        (218,596)     (218,596)          (218,596)          (218,596) 

 

Net income

 

        229,300      229,300           229,300           229,300  

 

Purchase of treasury stock

 

                 

 

(142) 

   (142)          (142) 

 

Disposal of treasury stock

 

                 

 

562  

  

 

521  

       

 

521  

 

Net changes in items other than stockholders’ equity in the year

 

                           

 

(382) 

 

  

 

(382) 

 

 

Net changes in the year

 

  

 

-  

 

  

 

10,704  

 

  

 

10,704  

 

  

 

420  

 

  

 

12,778  

 

  

 

(382) 

 

  

 

12,395  

 

 

Balance at March 31, 2018

   30,420      1,581,073      1,611,493      (12,493)     5,522,252      2,823      5,525,075  

 

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

May 9, 2018

The Board of Directors

Sumitomo Mitsui Financial Group, Inc.

KPMG AZSA LLC

Tsutomu Takahashi (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, comprising 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. as of March 31, 2018 and for the year from April 1, 2017 to March 31, 2018 in accordance with Article 444(4) of the Companies Act.

Management’s Responsibility 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.

Auditor’s Responsibility

Our responsibility is to express an independent opinion on the consolidated financial statements based on our audit as independent auditor. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, while the objective of the financial statement audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position and the results of operations of Sumitomo Mitsui Financial Group, Inc. and its consolidated subsidiaries for the period, for which the consolidated financial statements were prepared, in accordance with accounting principles generally accepted in Japan.

 

Other Matter

Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

 

38


[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

May 9, 2018

The Board of Directors

Sumitomo Mitsui Financial Group, Inc.

KPMG AZSA LLC

 

Tsutomu Takahashi (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, comprising the balance sheet, the statement of income and the statement of changes in net assets, significant accounting policies and other explanatory information, and the supplementary schedules of Sumitomo Mitsui Financial Group, Inc. as of March 31, 2018 and for the year from April 1, 2017 to March 31, 2018 in accordance with Article 436(2)(i) of the Companies Act.

Management’s Responsibility 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.

Auditor’s Responsibility

Our responsibility is to express an independent opinion on the financial statements and the supplementary schedules based on our audit as independent auditor. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the supplementary schedules are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the supplementary schedules. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements and the supplementary schedules, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements and the supplementary schedules in order to design audit procedures that are appropriate in the circumstances, while the objective of the financial statement audit is not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the supplementary schedules.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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 Sumitomo Mitsui Financial Group, Inc. for the period, for which the financial statements and supplementary schedules were prepared, in accordance with accounting principles generally accepted in Japan.

 

Other Matter

Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

 

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[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 16th fiscal year from April 1, 2017 to March 31, 2018, 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.

  1)

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 important internal-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.

  2)

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.

 

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2.

Audit Results

  (1)

Audit Results on the Business Report, etc.

  1)

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.

  2)

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.

  3)

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.

  (2)

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.

  (3)

Results of Audit of the Non-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 9, 2018

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        Toshiyuki Teramoto (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.

 

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