Corporate Governance

Basic Policy

SMFL was established through the merger between Sumisho Lease and SMBC Leasing, and has grown in part through the acquisition of an aircraft leasing business and the merger with SMFL Capital (formerly GE Capital Japan).

Since our business domain is expanding, it is necessary to respond appropriately to the continuing changes in the business environment, aim for sustainable development for society and sustainable growth for SMFL. As a representation of this commitment, we have formulated the "SMFL Way."

The "SMFL Way" is our fundamental policy as our management philosophy, and we believe that strengthening and enhancing corporate governance is an important management challenge in the context of following this policy.

Business management organizational structure

A diagram showing the corporate governance structure of the company. It illustrates the roles and coordination between the General Shareholders' Meeting, Board of Directors, Auditors, Accounting Auditors, Executive Management Meetings, President, Audit Office, Audit Department, various committees, business divisions, corporate staff, and group companies.
Table listing SMFL committees with their purpose and meeting frequency. Columns: Committees, Purpose and overview, Meeting frequency. Includes Human Rights Awareness Promotion Committee (plans and implements training on discrimination and human rights issues, meets as needed), ALM Committee (manages asset and liability, meets every two weeks), IR Committee (enhances consistency of external communications, meets once every six months), SDGs Promotion Committee (formulates policies for sustainability, meets at least once every six months), Investment & Financing Committee (reviews investment and financing cases, meets weekly), Security Export Control Committee (ensures compliance with security export controls, meets once every six months), Emergency Countermeasures Promotion Committee (reports on emergency measures, meets annually), Risk Management Committee (monitors current risks, meets as needed), Compliance Committee (promotes compliance measures, meets twice a year), Health Committee (investigates health-related matters, meets monthly).

Directors and Corporate Auditors

SMFL operates under a structure of eight directors and six corporate auditors, of which two directors and two corporate auditors were appointed from outside SMFL. From the perspective of improving the transparency and soundness of management, SMFL operates an executive officer system under which the decision-making and supervisory functions are separated from the business execution functions. Our business is executed by 46 executive officers (including five directors) appointed by the Board of Directors.

Board of Directors

FY2024 Board of Directors attendance (officers and position as of the end of March 2025)
Table showing attendance of SMFL directors at board meetings. Columns: Position, Name, Meetings attended (attendance rate). Positions include Representative Director, Chairman of the Board; President; Deputy President; Senior Managing Executive Officer; Director; Outside Director. Names listed: Shoichiro Oka, Masaki Tachibana, Tetsuro Imaeda (appointed June 2024), Masaru Shiomi, Eiichi Sekiguchi, Eiji Ishida, Fumihiko Ito, Takao Kusaka. Attendance rates: most at 16 of 16 meetings (100%), except Takao Kusaka at 15 of 16 (94%).

As well as making decisions on important matters, the Board of Directors supervises business execution by directors and executive officers. It is chaired by the Chairman of the Board of SMFL in order to ensure a separation of roles with the President, who is in charge of overall business execution.

In principle, the Board of Directors meets once a month. The Board of Directors makes resolutions and reports on progress of the Medium-Term Management Plan and business plans of SMFL and the SMFL Group, organizational and personnel matters, other important management matters, and matters stipulated by laws, regulations, the Articles of Incorporation, and the Regulations of the Board of Directors, and supervises business execution by directors and executive officers.

A total of 16 meetings of the Board of Directors were held in FY2024 (including five resolutions in writing in accordance with the provisions of Article 370 of the Companies Act). The attendance of individual directors is as follows.

Structure for Execution of Business

At SMFL, executive officers appointed by the Board of Directors are in charge of the execution of business, and the Management Committee is the highest decision making body for business execution. The Management Committee consists of directors who serve concurrently as executive officers and executive officers who are selected by the President to attend the Management Committee, and those members deliberate important matters of business execution.

With regard to business operations, SMFL has established meetings such as the Information Liaison Meeting which serve as opportunities for wide-ranging and flexible communication of information and exchange of opinions, as well as various committees that serve as cross-departmental organizations for coordination and discussion, in order to deliberate important business reports and specific measures.

Conditions for Resolutions on Director Appointments

SMFL's Articles of Incorporation stipulate that a director shall be appointed by a resolution of a majority of the voting rights of shareholders present at the Shareholders' Meeting, a quorum of whom shall be shareholders holding voting rights representing not less than one-third of the voting rights of shareholders who may exercise voting rights.

The Articles of Incorporation also stipulate that cumulative voting shall not be used in director appointment.