P.53 Corporate Governance (Board Composition and List of Officers)

53 02. Foundations for Accelerating Transformation

Corporate Governance

▶ Management｜ https://www.sumitomocorp.com/en/jp/about/company/officer ▶ Notice of Convocation｜ https://www.sumitomocorp.com/-/media/Files/hq/ir/stock/doc/ir/2025/158_e_shoshututi.pdf

Composition of the Board of Directors

The membership of the Board of Directors is appropriate in numerical terms to facilitate adequate discussion and speedy and rational decision-making, and provides diversity in terms of experience, knowledge, specialization, gender, and other characteristics. Moreover, out of the 15 Directors appointed, eight are independent Outside Directors with differing experience and specializations to ensure appropriate decision-making from more diverse perspectives and to further strengthen the supervisory functions of the Board of Directors. The Chairman of the Board of Directors, who convenes meetings of the Board of Directors and presides over them as chairperson, supervises management but does not engage in routine operations and has no authority to represent the Company. Furthermore, to allow mutual checks and balances, the posts of the Chairman of the Board of Directors and President and Chief Executive Officer are in principle separate and not to be held concurrently by the same individual. Skills (such as knowledge, experience, and competencies) that the Board of Directors is required to possess and the skills of each Director are listed below.

Skills of each Director

The skills of each Director are determined through discussions with the individual, taking into account their career background, knowledge, competencies, qualifications, and specific achievements in a comprehensive manner.

Directors (excluding those who are Audit & Supervisory Committee Members) Directors who are Audit & Supervisory Committee Members

Masayuki Hyodo Toshikazu Nambu Shingo Ueno Reiji Morooka Yasuhiro Yoshida Takashi Mitachi Takahisa Takahara Haruyasu Asakura Nana Otsuki Yasuko Gotoh Daisuke Mikogami Mitsuhiro Takeda Yukiko Nagashima Nobuo Inada Taisei Kunii

	Masayuki Hyodo	Toshikazu Nambu	Shingo Ueno	Reiji Morooka	Yasuhiro Yoshida	Takashi Mitachi	Takahisa Takahara	Haruyasu Asakura	Nana Otsuki	Yasuko Gotoh	Daisuke Mikogami	Mitsuhiro Takeda	Yukiko Nagashima	Nobuo Inada	Taisei Kunii
	Director, Chairman (Nomination and Remuneration Advisory Committee Member)	Director Vice Chairman	Representative Director, President and Chief Executive Officer (Nomination and Remuneration Advisory Committee Member)	Representative Director Executive Vice President	Representative Director Senior Managing Executive Officer	Outside Director (Chair of the Nomination and Remuneration Advisory Committee)	Outside Director	Outside Director (Nomination and Remuneration Advisory Committee Member)	Outside Director (Nomination and Remuneration Advisory Committee Member)	Outside Director	Director (Full-Time Audit & Supervisory Committee Member)	Director (Full-Time Audit & Supervisory Committee Member)	Outside Director (Audit & Supervisory Committee Member)	Outside Director (Audit & Supervisory Committee Member)	Outside Director (Audit & Supervisory Committee Member)
Attendance at Board meetings (FY2025)	16/16 (100%)	16/16 (100%)	16/16 (100%)	16/16 (100%)	−*1	16/16 (100%)	16/16 (100%)	16/16 (100%)	16/16 (100%)	−*1	16/16 (100%)	−*1	16/16 (100%)	16/16 (100%)	16/16 (100%)
Attendance at Nomination and Remuneration Advisory Committee meetings (FY2025)	8/8 （100％）		8/8 （100％）			8/8 （100％）	8/8 （100％）	−*1	−*1
Attendance at Audit & Supervisory Committee meetings (FY2025)											17/17*2 (100%)	−*1	17/17*2 (100%)	17/17*2 (100%)	17/17*2 (100%)
Term of office	8 years*3	2 years*4	3 years	4 years	−	4 years	3 years	2 years	2 years	−	3 years*5	−	5 years*5	2 years*5	2 years*5
Shares owned in the Company（As of March 31, 2026）	253,900	85,600	113,800	77,500	18,200	0	0	0	0	0	38,800	60,800	0	0	0

Corporate Management
Investment/M&A
IT/DX/Technology
Sustainability
Finance/Accounting
Legal/Risk Management
HR Management & Development
*1 Appointed in June 2026
*2 Of these, 6 meetings (April–June 2025) were convened as Audit & Supervisory Board meetings
*3 Served as a Director of the Company for one year (June 2016–June 2017) in addition to above
*4 Served as a Director of the Company for 4 years (June 2019–June 2023) in addition to above
*5 Includes period served as an Audit & Supervisory Board Member

［表の構造］Composition of the Board of Directors (15 Directors, of whom 8 are Outside Directors)

Directors (excluding those who are Audit & Supervisory Committee Members): Masayuki Hyodo → Director, Chairman | Toshikazu Nambu → Director, Vice Chairman | Shingo Ueno → Representative Director, President and Chief Executive Officer | Reiji Morooka → Representative Director, Executive Vice President | Yasuhiro Yoshida → Representative Director, Senior Managing Executive Officer | Takashi Mitachi → Outside Director | Takahisa Takahara → Outside Director | Haruyasu Asakura → Outside Director | Nana Otsuki → Outside Director | Yasuko Gotoh → Outside Director

Directors who are Audit & Supervisory Committee Members: Daisuke Mikogami → Director (Full-Time Audit & Supervisory Committee Member) | Mitsuhiro Takeda → Director (Full-Time Audit & Supervisory Committee Member) | Yukiko Nagashima → Outside Director (Audit & Supervisory Committee Member) | Nobuo Inada → Outside Director (Audit & Supervisory Committee Member) | Taisei Kunii → Outside Director (Audit & Supervisory Committee Member)