P.50 Corporate Governance

50 02. Foundations for Accelerating Transformation

Corporate Governance

▶ Sumitomo Corporation Corporate Governance Principles｜ https://sumitomocorp.disclosure.site/pdf/CorporateGovernance/principle_en.pdf ▶ Group Governance｜ https://sumitomocorp.disclosure.site/en/themes/38

Basic principles

We believe that “Sumitomoʼs Business Philosophy” and the “Sumitomo Corporation Groupʼs Corporate Mission Statement” form the backbone of our corporate ethics and serve as the foundation supporting our corporate governance. Based on this, we established the Sumitomo Corporation Corporate Governance Principles, recognizing that the essence of corporate governance is enhancing management efficiency and maintaining sound management, as well as ensuring management transparency to secure the first two. In accordance with these Principles, we strive to build a better governance framework and conduct our business activities appropriately. We believe that these efforts contribute to the Companyʼs sustainable growth and the enhancement of corporate value over the medium to long term, while enabling us to fulfill our responsibilities to society and serve the interests of all stakeholders, including shareholders. We therefore remain committed to continuous improvement to further enhance our corporate governance.

Progress in transitioning to a Company with an Audit & Supervisory Committee and enhancing corporate governance

To accelerate the execution of growth strategies outlined in the current medium-term management plan, we transitioned to a Company with an Audit & Supervisory Committee in June 2025. The purpose of this transition was to ensure timely and accurate management execution while strengthening the effectiveness of the Board of Directors, which is responsible for decision-making on important matters and overseeing execution. As a result, Outside Directors now constitute a majority of the Board of Directors, further enhancing the diversity of perspectives represented on the Board. Under the new structure, we have steadily advanced the following initiatives. (1) To enable more effective and efficient discussions focused on matters of importance to the Group, we reviewed the Board agenda and reorganized its monitoring priorities. The Board now monitors our business portfolio from both regional and time-horizon perspectives, as well as geopolitical risks and changes in the macroeconomic environment, from multiple viewpoints. (2) By revising the Boardʼs approval criteria, we expanded the authority delegated to management for decision-making on individual business matters, enabling more autonomous and agile execution. The Board of Directors has since focused its discussions on key management issues and major business transactions, including the full acquisition of SCSK Corporation, the acquisition of a U.S. aircraft leasing business, and the divestiture of the Ambatovy nickel project.

History of strengthening corporate governance

1993 Appointed first Outside Audit & Supervisory Board Member 1998 Established the Sumitomo Corporation Groupʼs Corporate Mission Statement 2003 Established the Sumitomo Corporation Corporate Governance Principles | Introduced the executive officer system | Set the term of office of Chairman and President | Shifted to Audit & Supervisory Board with majority of outside members 2005 Shortened term of office of Directors to one year 2007 Established Remuneration Committee 2013 Started appointing Outside Directors | Set term of office of Outside Directors and Outside Audit & Supervisory Board Members 2015 Established Nomination and Remuneration Advisory Committee | Strengthening the Boardʼs monitoring function by making the Management Council the highest decision-making body for management execution 2016 Began evaluating the effectiveness of the Board of Directors | Complied with all principles of Japanʼs Corporate Governance Code 2017 Reduced the number of Internal Directors from 10 to 6 2018 Increased the number of Outside Directors to 5 2019 Set the policy and procedure for appointment and dismissal of the President and Chief Executive Officer | Determined the policy and procedure for appointment and dismissal of the Chairman of the Board of Directors 2020 Began agenda setting for the Board of Directors 2025 Transitioned to a Company with an Audit & Supervisory Committee | Shifted to Board with majority of Outside Directors