Internal Controls

Basic Approach

SMFL has set out its structure for ensuring appropriate corporate operations (internal control system) in the Internal Controls Regulations. We are working to maintain a sound management structure by putting in place systems for the execution of duties by directors, internal controls over financial reporting, systems to ensure appropriate operation of the Group, systems for audit duties by corporate auditors, systems for internal audit, and systems for risk management and compliance.

Systems for the Execution of Duties by Directors

Information related to the execution of duties by directors is retained and managed appropriately in accordance with the Information Management Regulations, the Information and Document Management Rules, and other rules. Execution of duties by directors consists of the formulation of operating plans, the efficient operation of the business and management of performance. In addition to appropriately allocating the role of each director, SMFL has formulated Organizational and Authority Regulations and delegates authority appropriately and in accordance with these regulations.

Internal Controls over Financial Reporting

In order to ensure the appropriateness of accounting and the reliability of financial reporting for the SMFL Group as a whole, SMFL has formulated internal control evaluation regulations and others related to financial reporting, enabling it to put in place and operate the necessary systems for internal controls over financial reporting, and to assess their effectiveness.

Determining or amending basic policy for the overall evaluation of internal controls over financial reporting and relevant important matters are decided by the Management Committee and approved by the Board of Directors. The plans and policies for each fiscal year, the resulting evaluations and relevant important matters are approved by the Management Committee.

Management/Operation of Group Companies

In order to understand the status of execution of duties by directors at SMFL Group companies, and to ensure that those duties are executed efficiently, basic matters for the management of Group companies are set out in the Group Company Regulations and other rules. Group companies are managed and operated in accordance with these rules and regulations. Group Company Regulations for Compliance have also been set out, and management of the SMFL Group is conducted in complete adherence to these regulations.

In addition, SMFL ensures the fairness and appropriateness of transactions within the SMFL Group in cases where transactions and the like are conducted within the SMFL Group, with either of our shareholders or with any of said shareholders' group companies. SMFL and its Group companies conduct multifaceted verifications in accordance with the procedures set out in the Legal Risk Management Regulations to establish whether the conditions of the trade, such as the consideration received for a product or service, are appropriate and reasonable in comparison to the usual conditions.

Status of Audits

Corporate Auditors

SMFL is a company with Corporate Auditors, consisting of four standing corporate auditors and two part-time corporate auditors. SMFL has established an Office of Corporate Auditors to assist the corporate auditors in the execution of their audit duties. In order to ensure the independence of employees assigned to the Office of Corporate Auditors from directors, the consent of corporate auditors is required when evaluating or transferring personnel involved in assisting the execution of audit duties. Employees assigned to the Office of Corporate Auditors shall assist in the execution of audit duties in accordance with the instructions of the corporate auditors.

Corporate auditors attend key meetings, including meetings of the Board of Directors and Management Committee, receive reports from directors, employees, and others on the execution of their duties and receive explanations as necessary, review important approval documents, and investigate the status of operations and assets at the head office and other important offices. In addition, the corporate auditors communicate and exchange information with directors and auditors of subsidiaries and receive business reports from subsidiaries as necessary.

Audit Policy by SMFL's Corporate Auditors

The audit policy by SMFL's corporate auditors mandates strict and fair audits of the execution of duties by directors, in accordance with laws, regulations, and SMFL's Articles of Incorporation. In light of intensifying geopolitical risks, changes in the financial and economic environment, and the status of Medium-Term Management Plan implementation, and with reference to SMFL's management philosophy and policies, "SMFL Way," as well as the corporate audit policies of both shareholders, SMFL's corporate auditors carried out their audit activities while keeping in mind that internal control systems had been properly established and were functioning on a global basis, in terms of policies for such matters as ensuring efficiency, managing risk of loss, and complying with laws and regulations in FY2024.

Activities of Standing Corporate Auditors and Part-time Corporate Auditors

The standing corporate auditors perform their duties smoothly and efficiently. This is ensured over the course of day-to-day audits carried out by all or some of the standing corporate auditors, and sufficient sharing of information and exchange of opinions with the other corporate auditors through the Standing Corporate Auditors' Meeting.

The part-time corporate auditors cooperate in the audit duties of the standing corporate auditors as necessary through performing their duties, such as attending key meetings, including meetings of the Board of Directors, and exchanging opinions and receiving reports from the standing corporate auditors at the Council of Corporate Auditors.

Reporting Structure to Corporate Auditors

If any officer or employee of SMFL or its Group companies discover any fact that may cause significant damage to SMFL or any Group company, any fraudulent act, or any material fact in violation of laws, regulations, or the Articles of Incorporation, the officer or employee written above is required to report their discovery to the corporate auditors. Furthermore, if explanation regarding the execution of duties is requested by a corporate auditor, the officers and employees written above are required to report the requested matters promptly.

On discovery of any violation of laws or regulations, the violation can be reported to the corporate auditors of the company to which the officer or employee belongs, the internal reporting systems and hotline established at the company to which the officer or employee belongs, or the internal reporting systems and hotline set up by Sumitomo Mitsui Financial Group.

In order to ensure that any officers and employees of SMFL and its Group companies who reported to the internal reporting systems and hotline established at their company or a corporate auditor at their company are not subject to unfair treatment for such report, the internal reporting regulations for each company stipulate the prohibition of any unfair treatment.

In addition, the departments in charge of compliance at SMFL and its Group companies regularly report to the corporate auditors of each company on the status of receipt and handling of internal reports, and, when it is deemed necessary, given impact on management or requested by corporate auditors, issue prompt ad-hoc reports.

Collaboration with the Internal Audit Department

The Internal Audit Department works closely with the corporate auditors. When corporate auditors request assistance in their audit duties, the Internal Audit Department cooperates by providing information so that the corporate auditors can conduct effective audits.

Exchange of Opinions with the Representative Directors

The representative directors strive to improve the effectiveness of the corporate auditorsʼ audit function by ensuring opportunities for regular exchanges of opinion with the corporate auditors.

Status of Internal Audits

With the aim of ensuring the sound and appropriate management of SMFL's operations, our Internal Audit Department, which is independent of other units, conducts internal audits of each department of the corporate staff and each business department. The Internal Audit Department verifies the efficiency and effectiveness of operations, the reliability of financial reporting, and the appropriateness and effectiveness of internal control systems and the like, creates evaluations based on the results, and presents recommendations for improvement. In order to ensure the effectiveness of internal audits, the Board of Directors approves the Internal Audit Regulations and Audit Plan, and the Internal Audit Department conducts internal audits based on these regulations and plans. In addition, internal audit results are regularly reported directly to the executive officer in charge of the Internal Audit Department, the President, the Management Committee, and the Board of Directors.

The Internal Audit Department, corporate auditors, and accounting auditors communicate and coordinate with each other as required, and work to implement appropriate and effective audits.

In addition, we encourage and support the member of the Internal Audit Department to obtain international internal audit qualifications such as Certified Internal Auditor (CIA) certification.