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（As of April 1, 2026）
- *1To be changed to "Audit and Supervisory Board Member, and Audit and Supervisory Board" following approval at the General Meeting of Shareholders in June 2026.
- *2To be changed to "Office of Audit and Supervisory Board Members" following approval at the General Meeting of Shareholders in June 2026.
| Committees | Purpose and overview | Meeting frequency |
|---|---|---|
| Human Rights Awareness Promotion Committee | This committee determines basic policies for promoting human rights awareness and plans and implements training on discrimination and human rights issues. | As needed |
| ALM Committee | In order to appropriately implement asset and liability management (ALM) across SMFL, this committee forecasts interest rates and analyzes results, exchanges information and reports on the situation with regard to funding, liabilities, and profit and loss, and deliberates policies. | Every two weeks in principle |
| IR Committee | This committee contributes to our business activities and funding by enhancing the consistency and strategic nature of our various external communications. | Once every three months |
| SDGs Promotion Committee | In order to help realize a sustainable society, this committee formulates policies to actively promote initiatives for SMFL's commitment to SDGs, as well as discussing and promoting the necessary measures. | At least once every six months |
| Investment & Financing Committee | As well as deliberating policies related to individual investment and financing cases, this committee receives regular reports on the market environment and performance, and discusses various measures to respond rapidly to changes in the market environment, as necessary. | Weekly |
| Security Export Control Committee | In order to ensure appropriate controls of security exports in trade transactions by SMFL, this committee submits reports, shares information, and deliberates operational policies in relation to the status of trade transactions, the status of security export controls and related structures. | Once every six months |
| Emergency Countermeasures Promotion Committee | This committee checks and reports the state of progress in relation to plans to establish emergency countermeasures, as well as discussing modifications to emergency countermeasures. | Annually |
| Risk Management Committee | This committee monitors the current risks faced by SMFL, as well as discussing and promoting various necessary measures. | As needed |
| Compliance Committee | This committee deliberates and promotes various measures to contribute to the appropriate operation of SMFL's compliance system. | Twice a year |
| Health Committee | Established in accordance with laws and regulations, this committee investigates and deliberates on relevant matters and submits necessary opinions to SMFL. | Monthly |
| AI Committee | This Committee is responsible for strengthening AI governance and ensuring the appropriate and effective use of AI by overseeing the development and implementation of guidelines, providing centralized oversight of AI-related initiatives and projects, and deliberating on necessary measures. | As needed |
| Products Committee | This Committee is responsible for deliberating on necessary initiatives, including risk analysis and risk control measures, to ensure the appropriate management of risks associated with the Company's products. | Twice a year |
Directors and Corporate Auditors（As of May 1, 2026）
SMFL operates under a structure of nine directors and six corporate auditors, of which three 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 48 executive officers (including five directors) appointed by the Board of Directors.
Board of Directors
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 17 meetings of the Board of Directors were held in FY2025 (including six resolutions in writing in accordance with the provisions of Article 370 of the Companies Act). The attendance of individual directors is as follows.
| Position | Name | Meetings attended (attendance rate) |
|---|---|---|
| Representative Director, Chairman of the Board | Norihiko Nonaka | 14 of 14 (100%) （Appointed June 2025） |
| Representative Director, President | Tetsuro Imaeda | 17 of 17 (100%) |
| Representative Director, Senior Managing Executive Officer | Masaru Shiomi | 17 of 17 (100%) |
| Representative Director, Senior Managing Executive Officer | Eiichi Sekiguchi | 17 of 17 (100%) |
| Director, Senior Managing Executive Officer | Eiji Ishida | 17 of 17 (100%) |
| Director, Managing Executive Officer | Noriyuki Watanabe | 14 of 14 (100%) （Appointed June 2025） |
| Outside Director | Takao Kusaka | 17 of 17 (100%) |
| Outside Director | Kazuyuki Anchi | 17 of 17 (100%) |
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.