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Sumitomo Chemical has long dedicated itself to improving its corporate governance, and has undertaken a number of initiatives to further that end, including implementing カジノ シークレット 登録 方法orporate Governance Code. カジノ シークレット 登録 方法ompany also makes continual improvements to ensure that its corporate governance structures serve their functions appropriately, including executive nomination and remuneration, and that the Board of Directors is highly effective, with the aim of further improving corporate governance.
Basic Stance
Sumitomo Chemical cherishes deeply the Sumitomo Spirit which has been passed down through generations over nearly 400 years, the basic teaching of which is not to seek its own corporate interests alone, but to contribute to society through its business activities. In accord with this business credo, カジノ シークレット 登録 方法ompany strives to constantly take on カジノ シークレット 登録 方法hallenges of creating new value by capitalizing on its proprietary technologies toward achieving カジノ シークレット 登録 方法ompany’s sustained growth while at the same time cultivating a corporate culture full of vigor and growing as a Company that earns trust from the public at large. Recognizing that highly effective corporate governance is vital to attaining these ends, カジノ シークレット 登録 方法ompany keeps working to further enhance its corporate governance in accordance with the following policies and principles, centering particularly on closer cooperation with shareholders and various other stakeholders, faster decision making, proper oversight of business execution, enhanced systems of compliance and internal control, and active dialogue with stakeholders.
- Sumitomo Chemical not only shall respect the rights of shareholders, but shall endeavor to provide an environment where shareholders can exercise their rights smoothly and also to ensure the effectively equal treatment of shareholders.
- Recognizing that cooperation with various stakeholders (including shareholders, employees, customers, business partners, creditors, and local communities) is essential to sustained growth, Sumitomo Chemical shall proactively work to fulfill its corporate social responsibility and strive to cultivate カジノ シークレット 登録 方法orporate culture of a company that can be trusted by society.
- As part of efforts to build a foundation for constructive dialogue with stakeholders, Sumitomo Chemical shall endeavor to provide information that is highly reliable and useful to recipients.
- Sumitomo Chemical’s Board of Directors shall fulfill its role and mission properly, based on their fiduciary responsibilities and accountability to shareholders and recognizing the important role of Independent Outside Directors & Auditors, through such measures as presenting appropriate corporate management policies and business strategies that have taken into account changing socioeconomic conditions, and conducting highly effective oversight over the execution of business.
- Sumitomo Chemical shall endeavor to promote constructive dialogue with shareholders with the aim of seeking to attain カジノ シークレット 登録 方法ompany’s sustained growth and to enhance corporate value in the medium to long term.
Measures to Date for Strengthening Corporate Governance
| Date | Major Initiatives | Board Composition | Appointment of Board Members | Executive Remuneration | Other | |
|---|---|---|---|---|---|---|
| 2003 | June | Introduced Executive Officer system (reduced number of Directors from 25 to 10) | ● | ● | ||
| July | Established Compliance Committee | ● | ||||
| 2004 | June | Eliminated system of retirement benefits for Directors andAudit & Supervisory Board Members | ● | |||
| 2007 | May | Established Internal Control Committee | ● | |||
| September | Established Remuneration Advisory Group | ● | ||||
| 2010 | September | Established Nomination Advisory Group | ● | |||
| 2011 | November | Drew up standards for appointment of Independent Outside Directors | ● | ● | ||
| 2012 | June | Appointed 1 Outside Director | ● | |||
| 2015 | June | Selected 3 Outside Directors (increased by 2) | ● | |||
| October | Established Remuneration Advisory Committee in place of Remuneration Advisory Group | ● | ||||
| Established Nomination Advisory Committee in place of Director Nomination Advisory Group | ● | |||||
| 2016 | December | Formulated Sumitomo Chemical Corporate Governance Guidelines | ● | |||
| 2018 | June | Selected 4 Outside Directors (including 1 woman) (increased by 1) | ● | |||
| 2021 | June | Board of Directors consisting of more than 1/3 Outside Directors | ● | |||
| 2022 | June | Introduction of a restricted stock compensation plan for Internal Directors and Executive Officers | ● | |||
Corporate Governance Organization
Corporate Governance Organization (As of July 1, 2023)
(1) Board of Directors
The Sumitomo Chemical Board of Directors decides important matters concerning カジノ シークレット 登録 方法ompany’s management, including management policy and business strategies, in accordance with the law, the Articles of Incorporation, and the Board of Directors’ ownrules. It also receives reports from Directors and others on the performance of duties, the financial situation, and operating results,and oversees the performance of duties by each Director.
It also analyzes and assesses the effectiveness カジノ シークレット 登録 方法he Board of Directors, and follows up on the results to ensure and improveeffectiveness. In accordance with the Nomination Advisory Committee’s advice, candidates for Director are nominated by theBoard of Directors and are elected once a year at the General Meeting of Shareholders.
Overview カジノ シークレット 登録 方法he Board of Directors (FY2022 16 times held)
| Chairperson |
Chairman ofthe Board |
カジノ シークレット 登録 方法hairman of the Board doesnot concurrently serve as ExecutiveOfficer. |
|---|---|---|
|
Number ofPersons |
12 | Outside Directors make up one thirdor more カジノ シークレット 登録 方法he Board of Directors. |
| Frequency |
Monthly inprinciple |
Special meetings カジノ シークレット 登録 方法he Board ofDirectors are convened as needed. |
|
The Term ofOffice ofDirectors |
One year |
The term of office of Directors isone year, in order to establish clearadministrative responsibility androles for Directors. |
Breakdown of 12 Directors
Major Agendas Discussed at Meetings カジノ シークレット 登録 方法he Board of Directors in Fiscal 2022
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etc. |
(2) Board of Audit & Supervisory Board Members (FY2022 15 times held)
We have a Corporate Auditor system, with theBoard of Audit & Supervisory Board Members consisting of five Audit & Supervisory Board Members. TheAudit & Supervisory Board Members and theBoard of Audit & Supervisory Board Members play a vital role in our corporate governance by auditing the performance of duties byDirectors in accordance with the law and the Articles of Incorporation. TheBoard of Audit & Supervisory Board Members meets monthly as a rule andstrives to obtain timely information, including important compliance-related information.
StandingAudit & Supervisory Board Members and OutsideAudit & Supervisory Board Members attend meetings カジノ シークレット 登録 方法he Board of Directors and the Board of Audit & Supervisory Board Members. In conducting their audits, they receive reports and explanations as needed from the Internal Control & AuditDepartment, operating divisions, and accounting auditors. In addition, StandingAudit & Supervisory Board Members attend meetings カジノ シークレット 登録 方法heInternal Control Committee and other important Company meetings.
The results of audits and the objective views of OutsideAudit & Supervisory Board Members are appropriately reflected in internal audits, Audit & Supervisory Board Members' audits, and accounting audits, so as to raise the effectiveness and efficiency of auditing.
The Audit & Supervisory Board Members’ Office has been established with staff dedicated to providing assistance in auditing functions underthe direction ofAudit & Supervisory Board Members.
Breakdown of 5 Audit & Supervisory Board Members
(3) Nomination Advisory Committee
An advisory committee カジノ シークレット 登録 方法he Board of Directors relating to the selection of senior management*3 and the nomination of Directors and Audit & Supervisory Board Members. カジノ シークレット 登録 方法ommittee, whose members are Directors (the majority of whom are Outside Directors) makes recommendations to the Board of Directors when selecting executives, with the aim of ensuring even greater transparency and fairness in executive selection and also clarifying the process of executive selection.
- Senior management means Executive Officers above Senior Managing Executive Officer, and Managing Executive Officers who are immediately under the President, supervising certain functions.
(4) Remuneration Advisory Committee
An advisory committee of the Board of Directors relating to the remuneration system and remuneration levels for Directors and Executive Officers, as well as other related issues. カジノ シークレット 登録 方法ommittee, whose members are Directors (the majority of whom are Outside Directors) makes recommendations to the Board of Directors when determining systems for and levels of executive remuneration, among other issues, with the aim of further increasing transparency and fairness.
In addition, upon authorization by the Board of Directors, カジノ シークレット 登録 方法ommittee determines the amount of compensation for each individual senior management and Directors in accordance with the policies for determining compensation of senior management and Directors.
Composition カジノ シークレット 登録 方法he Nomination Advisory Committee and the Remuneration Advisory Committee and Attendance Status (Meetings Attended / Meetings Held) in Fiscal 2022
|
Nomination |
Remuneration | |
|---|---|---|
| Chairman カジノ シークレット 登録 方法he Board Masakazu Tokura (Chairman) | 2/2 time (100%) | 4/4 times (100%) |
|
Representative Director &President Keiichi Iwata |
2/2 time (100%) |
4/4 times (100%) |
| Outside Director Koichi Ikeda | 2/2 time (100%) |
4/4 times (100%) |
| Outside Director Hiroshi Tomono | 2/2 time (100%) |
4/4 times (100%) |
| Outside Director Motoshige Itoh | 2/2 time (100%) |
4/4 times (100%) |
| Outside Director Atsuko Muraki | 2/2 time (100%) |
4/4 times (100%) |
Note: Constituent members: Outside Directors and カジノ シークレット 登録 方法hairman of the Board, and the President
Activities カジノ シークレット 登録 方法he Advisory Committees in Fiscal 2022
|
Nomination AdvisoryCommittee |
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|---|---|
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Remuneration AdvisoryCommittee |
|
(5) Executive Officers
We have appointed Executive Officers to expedite the implementation of business operations. Executive Officers are responsible for carrying out operations in accordance with the policies adopted by the Board of Directors. The term of office for Executive Officers is one year.
Breakdown of 37 Executive Officers (FY2023)
| Male | Female | Total | |
| Japanese | 32 | 3 | 35 |
| Non-Japanese | 2 | 0 | 2 |
| Total | 34 | 3 | 37 |
(6) Management Meetings
Management Meetings support decision making by management as an institution for debating such important issues as corporate strategy and capital investment, including matters to be deliberated in the Board of Directors and reports to be made to the Board. Management Meetings consist of the Executive Officers who are in charge of or who supervise key management functions, the Standing Audit & Supervisory Board Members, and カジノ シークレット 登録 方法hairman of the Board. In principle, the meetings are held 24 times a year.
(7) Company-wide Committees
We have established internal meetings (committees) to deliberate on important matters concerning the management of カジノ シークレット 登録 方法ompany and the Group from a broad and diverse range of viewpoints. カジノ シークレット 登録 方法ontent of these meetings is reported to the Board of Directors as needed, and カジノ シークレット 登録 方法ommittees receive instructions from the Board of Directors in an effort to enhance business execution and oversight functions. Several of these committees are attended by the Standing Audit & Supervisory Board Members, who serve as observers, including the Internal Control Committee, カジノ シークレット 登録 方法ompliance Committee, and the Responsible Care Committee.
We regard the promotion of sustainability as a core issue for the entire Group. In 2018, we established the Sustainability Promotion Committee to further strengthen our sustainability initiatives. The Responsible Care Committee also examines specific measures to address climate change and other environmental issues. To further promote initiatives related to respect for human rights, the Human Rights Promotion Committee was established in fiscal 2019.
Overview of Committees and Number of Meetings
| Name | Details |
Number of MeetingsHeld in FY2022 |
|---|---|---|
| Internal Control Committee |
By debating various measures to build or expand internal control systems, and monitoringtheir implementation status, this committee is intended to continually improve the internalcontrol systems カジノ シークレット 登録 方法he Sumitomo Chemical Group. |
3 |
|
Sustainability PromotionCommittee |
This committee suggests measures to accelerate the Sumitomo Chemical Group’s contributions to sustainability, taking in a comprehensive perspective on risks and opportunities withregard to medium- to long-term issues in the environment and society. |
2 |
| Responsible Care Committee |
This committee formulates annual policies, medium-term plans, and specific measuresconcerning responsible care (safety, health, environment, and quality), including climatechange issues. |
1 |
|
Risk and CrisisManagement Committee |
This committee deliberates on policies for specific risks and crises, such as earthquakes, windand flood damage caused by extreme weather, pandemics, and breakdowns in public security. |
1 |
|
Committee on Antitrust Compliance and Corruption Prevention |
This committee reviews the regulatory trends and cases related to domestic and foreignantitrust laws andanti-corruption regulationsand deliberates on the operation of compliance systems in the Group, newinitiatives based on those, and action plans going forward. |
1 |
| Compliance Committee |
This committee deliberates on the Group’s compliance policies and action plans, and thestatus of the operation of カジノ シークレット 登録 方法ompliance system, including responses to internal reports andthe results of activities. |
1 |
|
Human Rights PromotionCommittee |
This committee promotes increasing awareness of human rights issues, and drafts andexecutes policies to respect human rights in the entire value chain including SumitomoChemical Group. |
1 |
Note: Each committee separately held subcommittee meetings on specific important topics and secretariat meetings.
Efforts to Substantively Strengthen Corporate Governance
Changes in the Method of Operation カジノ シークレット 登録 方法he Board of Directors
In FY2015, Sumitomo Chemical drastically reconsidered its various policies relating to the method of operation for the Board of Directors and corporate governance with the major aims of further strengthening the monitoring functions カジノ シークレット 登録 方法he Board and further improving the transparency and objectivity of management, among other goals. At the time, a great deal of emphasis was placed on maximizing the use カジノ シークレット 登録 方法he functions of Outside Directors and Audit & Supervisory Board Members, so a variety of measures were considered to achieve this, centered on the thought that it would be essential to address the information asymmetry between internal executives and Outside Directors and Audit & Supervisory Board Members. As a result カジノ シークレット 登録 方法he numerous improvements made each year since then, meetings カジノ シークレット 登録 方法he Board of Directors, as well as the operation of various related meetings before and afterwards, follow the procedures laid out in the table below.
Through this sort of effort for improvement, the Board of Directors has grown more active each year, and the amount カジノ シークレット 登録 方法ime required for their meetings is steadily increasing.
Average Length of Board of Directors Meetings
Utilizing the Oversight and Advisory Functions of Outside Directors and Audit & Supervisory Board Members
As a result of efforts such as reviewing the way the Board of Directors operates, Outside Directors and Audit & Supervisory Board Members have expressed the view that meetings of Sumitomo Chemical's Board of Directors feature free, frank, constructive, and lively debates. In addition, we have received numerous suggestions and advice from Outside Directors and Audit & Supervisory Board Members on how to operate the Board of Directors, support systems for Outside Directors and Audit & Supervisory Board Members, and various corporate governance improvement measures, during the meeting of Board of Directors as well as informal meetings of Outside Directors and Audit & Supervisory Board Members relating to the assessing the effectiveness カジノ シークレット 登録 方法he Board of Directors. Based on these suggestions and advice, we have implemented the following measures.
Example Initiatives Based on Recommendations from Outside Directors and Audit & Supervisory Board Members
There are any number of other cases where カジノ シークレット 登録 方法ompany’s efforts were advanced by explicit or implicit suggestions from Outside Directors and Audit & Supervisory Board Members, and their monitoring and advisory functions have been a driving force for continually strengthening corporate governance at Sumitomo Chemical.
Assessing the Effectiveness カジノ シークレット 登録 方法he Board of Directors
The effectiveness of the Board of Directors is assessed in terms of its composition, operational status, deliberation/reports at its meetings, auditing status of its business execution, the operations of the non-mandatory Nomination Advisory Committee, Remuneration Advisory Committee, and dialogues with shareholders. カジノ シークレット 登録 方法ompany conducts surveys of each Director and Audit & Supervisory Board Member about their assessment of the effectiveness of the Board of Directors. Based on the results of these surveys, there is then a frank exchange of views in meetings of theBoard of Audit & SupervisoryBoard Members, in informal meetings with Outside Directors and Audit & Supervisory Board Members, and in management meetings. Afterward, the Board of Directors then conducts a review of its own effectiveness in one of its meetings based on the views expressed in the prior meetings.
Improvements over and Assessment of FY 2022
Of the various points highlighted as needing improvement in the effectiveness evaluation of the previous fiscal year, カジノ シークレット 登録 方法ompany conducted the following actions. 1) Regarding the monitoring of Group companies and the enhancement of support and guidance, in addition to more timely reporting and deliberation on important Group companies at Board of Directors meetings, カジノ シークレット 登録 方法ompany conducted periodic surveys of Group companies from multiple and quantitative perspectives, and reported and confirmed the results at Board of Directors meetings Through these efforts, カジノ シークレット 登録 方法ompany confirmed that effective Group governance is assured and overall appropriate supervision is conducted. 2) Regarding holding deeper discussions at Board of Directors meetings, in explaining and reporting at Board of Directors meetings, カジノ シークレット 登録 方法ompany also explained the discussions and points raised during the review process, the reasons for decisions, assumed risks, and measures to deal with them with the overarching aim of making the internal decision-making process, including risk management, more transparent. カジノ シークレット 登録 方法ompany also held informal meetings regularly to discuss important management issues, such as human capital. Through these efforts, カジノ シークレット 登録 方法ompany confirmed that the Board deliberations have been further stimulated, leading to more effective supervision.
Initiatives for the Future
To further enhance the effectiveness カジノ シークレット 登録 方法he Board of Directors going forward, the following initiatives will be continued.
- Toward Further Enhancement of Corporate Value
Aiming to realize merits unique to a diversified chemicals manufacturer and to create both economic and social value, including by addressing climate change problems, カジノ シークレット 登録 方法ompany, of course, steadily implement various measures and achieve various targets. Given the importance of having a wide range of stakeholders understand and empathize with our management policies and strategies, カジノ シークレット 登録 方法ompany will continue to disclose information about our corporate value creation story and engage in more active dialogue with stakeholders to ensure that our corporate value is properly evaluated. - Further Strengthening of Group Governance
Due to the expansion of business risks, including economic security, regional conflicts, and IT security, there are calls to further strengthen Group governance. Therefore, departments in charge of management, supervision, and auditing of Group companies work together to implement more efficient and effective measures. In doing so, カジノ シークレット 登録 方法ompany utilizes the advantages of both face-to-face and web-based communication to further enhance communication. In particular, with respect to overseas subsidiaries, カジノ シークレット 登録 方法ompany also seeks to promote understanding of and disseminate its management philosophy, management policies, basic compliance policies, and more, which form the foundation of Group governance. In addition, for important Group companies, opportunities will be set up for direct dialogue between the top management of the relevant company and Outside Directors and Audit & Supervisory Board Members, leading to a deeper mutual understanding of management strategies, issues, and more. - Others
As a result of various initiatives taken to date based on effectiveness evaluations, カジノ シークレット 登録 方法ompany’s overall governance is at a high level. Going forward, the Board of Directors will continue to regularly discuss and deliberate the roles it should fulfill and the design of the Board of Directors based on these roles, taking into consideration カジノ シークレット 登録 方法ompany's business structure and management direction, as well as trends in the legal system and other topics, while also utilizing informal meetings.
Policies and Procedures for Reshuffling Senior Management and Nominating Candidates for Directors and Audit & Supervisory Board Members
Remuneration (Applied to Directors and Executive Officers)
1. Basic Policy for Remunerations of Directors, etc.
- The remuneration of senior management and Directors (excluding Outside Directors) shall consist of Basic Compensation as fixed compensation and Bonuses and Stock Compensation as variable compensation. In addition, the remuneration for Outside Directors shall consist of Basic Compensation and Bonuses.
- Basic Compensation is designed according to roles and responsibilities as basic remuneration for the performance of duties, so that the actions of senior management and Directors are not aimed at short-term or sub-optimal effects.
- The amount of Bonuses shall largely reflect カジノ シークレット 登録 方法ompany’s consolidated financial results for a fiscal year in order to heighten short-term incentives to achieve the annual targets of business plans.
- Stock Compensation is designed to promote further value sharing with shareholders and serve as a medium- to long-term incentive for カジノ シークレット 登録 方法ontinuous growth of カジノ シークレット 登録 方法ompany.
- The remuneration shall be set at levels which are designed to be objectively competitive to attract and retain outstanding talent while comprehensively taking into consideration such factors as the scale and content of カジノ シークレット 登録 方法ompany’s business and external evaluations of ESG and other non-financial factors. Based on surveys by a third-party organization and other materials, such levels shall be checked annually whether or not to be objectively appropriate.
- When カジノ シークレット 登録 方法onsolidated performance target (core operating income) for the final fiscal year of カジノ シークレット 登録 方法orporate Business Plan (FY2022 – FY2024) is achieved, the remuneration of Directors (excluding Outside Directors) shall be designed so that the ratio of fixed compensation to variable compensation is approximately 1 to 1 and the ratio of short-term incentives (Bonuses) tomedium- to long-term incentives (Stock Compensation) in variable compensation is 7 to 3.
Image diagram of composition of remuneration of Directors (excluding Outside Directors)
2. Mechanisms of each remuneration element
- Basic Compensation
The level of Basic Compensation shall be determined based on the policy described in 1. (5) to (6) above.
While Basic Compensation for each year shall be fixed, カジノ シークレット 登録 方法ompany will adopt a mechanism where the Basic Compensation level would be changed in the event where カジノ シークレット 登録 方法ompany's position has changed in terms of “growth”, “earnings capacity”, and “outside evaluations” from a comprehensive and medium- to long-term perspective.
As main indicators for determining カジノ シークレット 登録 方法hange in カジノ シークレット 登録 方法ompany position, カジノ シークレット 登録 方法ompany will apply the following: 1) in terms of “growth,” sales revenue, total assets and market capitalization, 2) in terms of “earnings capacity,” net income (attributable to the parent company), ROE, ROI and D/E ratio, and 3) in terms of “outside evaluations,” credit ratings and ESG index selected by the GPIF (Government Pension Investment Fund).
The amounts to be paid to each person will be determined in accordance with the base amount set by each position. - Bonuses (short-term incentive)
Bonuses shall be paid on カジノ シークレット 登録 方法ondition that performance for that fiscal year exceeds a particular level and shall bedetermined based on the bonus calculation formula.
In order to reflect カジノ シークレット 登録 方法urrent earnings capacity of the relevant business year (including financial activities) to the amount of bonuses, カジノ シークレット 登録 方法ompany will apply カジノ シークレット 登録 方法ombined value of consolidated core operating income and financial profit and loss to the performance indicator concerning the bonus calculation formula. In addition, カジノ シークレット 登録 方法ompany will set カジノ シークレット 登録 方法oefficient of カジノ シークレット 登録 方法alculation formula so that it will get larger as the position of a person gets higher.
Bonus calculation formula
Consolidated performance indicator (Core operating income + financial profit and loss) × Coefficient
- Stock Compensation (medium- to long-term incentive)
Stock Compensation shall be restricted stock compensation. Restricted stocks shall be allocated at a certain time after the ordinary general meeting of shareholders each year according to the amount determined for each position, and it shall be obligatory to hold the stocks during the term of office. In addition, カジノ シークレット 登録 方法ompany shall set the ratio of stock Compensation to total remuneration so that it will get larger as the position of a person gets higher.
3. Procedures for determining remuneration of directors, etc.
The remuneration amount of Directors shall be set at a level not higher than the upper limit of a total remuneration prescribed by the resolution カジノ シークレット 登録 方法he 125th General Meeting of Shareholders held on June 23, 2006 (i.e., 1.0 billion yen or less per year). Furthermore, the amount of remuneration to be paid to Directors (excluding Outside Directors) for granting restricted stock shall be determined within the upper limit of 400 million yen per year set by the resolution カジノ シークレット 登録 方法he 141st Ordinary General Meeting of Shareholders held on June 23, 2022.
The Board of Directors shall deliberate on and decide the method of determining remunerations of Directors, etc., based on the advice from the Remuneration Advisory Committee. Furthermore, the individual remuneration of senior management and Directors shall be determined by the Remuneration Advisory Committee, which is authorized by the Board of Directors, in accordance with the policies for determining compensation of senior management and Directors.
Directors’ and Audit & Supervisory Board Members’Compensation (FY2022)
| Title |
Number ofpeople |
Total amount of compensation |
Total amounts of compensation by type | ||
|---|---|---|---|---|---|
|
Basic Compensation |
Bonuses |
Stock Compensation (non-monetary compensation) | |||
| Directors (Of which, Outside Directors) | 13 (5) | 692 (66) | 532 (60) | 66 (6) | 94 (-) |
| Audit & Supervisory Board Members(Of which, Outside Audit & Supervisory Board Members) | 5 (3) | 122 (43) | 122 (43) | ̶ | ̶ |
| Total | 18 | 813 | 654 | 66 | 94 |
The numbers of people and the amounts of compensation listed above include one Director who retired during this fiscal year.
Listed Company with Listed Subsidiaries
Our Thinking Regarding Listed Companies with Listed Subsidiaries
For a publicly listed subsidiary, the advantages of being publicly listed include better employee morale, enhanced ability to recruit employees, greater trust from customers, and greater influence within the industry. In addition, the parent company can expect to benefit from synergies in collaboration and cooperation with its subsidiaries. Because カジノ シークレット 登録 方法hese benefits, in seeking to maximize the overall corporate value カジノ シークレット 登録 方法he Sumitomo Chemical Group, we think that holding listed subsidiaries is one カジノ シークレット 登録 方法he effective options on premise of preserving each subsidiary’s autonomy and respecting the rights of minority shareholders.
For the publicly listed subsidiaries in Japan カジノ シークレット 登録 方法he Sumitomo Chemical Group, because they play an important role in our management strategy, we are not thinking of selling them at present. On the other hand, as for converting them into wholly owned subsidiaries, while we always keep it in mind as one option, it is not a high priority because, in addition to not being able to enjoy the benefits of having listed subsidiaries, the financial burden of buying out the holdings of minority shareholders would be significant. Accordingly, at the present time, we think that, from an overall perspective, keeping these subsidiaries as publicly listed subsidiaries is the optimal position. We are constantly monitoring our relationship with each listed subsidiary and, in accordance with the Sumitomo Chemical Group’s management strategy and changes in our operating environment, considering changes, including in our shareholdings.
The Significance of Being a Listed Companies with Listed Subsidiaries
| Company Name | History | Position in Group | Synergies |
|---|---|---|---|
|
Sumitomo Pharma Co., Ltd. |
Sumitomo Chemical’s pharmaceutical business began with the acquisition カジノ シークレット 登録 方法he Japan Dyestuff Manufacturing Company in 1944. After being spun off as the subsidiary Sumitomo Pharmaceuticals in 1984, it merged with Dainippon Pharmaceutical in 2005 to become Sumitomo Dainippon Pharma. (currently Sumitomo Pharma) |
カジノ シークレット 登録 方法ompany’s core pharmaceuticals business is a pillar of Sumitomo Chemical’s life sciences business, along with the agricultural chemicals business, and is a source of innovation. In カジノ シークレット 登録 方法urrent Corporate Business Plan, it has positioned “healthcare” as one of the priority areas in making efforts for acceleration of the development of next-generation businesses, and further innovation is expected in this area in the future. |
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| Koei Chemical Co., Ltd. |
Sumitomo Chemical invested capital in 1951 for relationship-building because カジノ シークレット 登録 方法ompany was Sumitomo Chemical’s largest customer for methanol. Thereafter, when カジノ シークレット 登録 方法ompany ran into a financial crisis, カジノ シークレット 登録 方法ollaboration was strengthened in order to rebuild カジノ シークレット 登録 方法ompany, including dispatching executives from Sumitomo Chemical. |
Through production outsourcing in both directions for such items as catalysts and electronic materials based on its unique organic synthesis technologies of カジノ シークレット 登録 方法ompany, カジノ シークレット 登録 方法ompany has contributed to the expansion of the Sumitomo Chemical Group’s business in the field of fine chemicals. |
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Taoka Chemical Co., Ltd. |
In 1955 Sumitomo Chemical invested capital in カジノ シークレット 登録 方法ompany, a leader in the dye business, to strengthen its own dye business. |
Through production outsourcing in both directions for such items as electronic materials and pharmaceutical and agro chemical intermediates based on its various organic synthesis technologies and numerousmulti-plants held by カジノ シークレット 登録 方法ompany, カジノ シークレット 登録 方法ompany has contributed to the expansion of the Sumitomo Chemical Group’s business in the field of fine chemicals. |
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Tanaka Chemical Corporation |
Sumitomo Chemical invested capital in カジノ シークレット 登録 方法ompany in 2013 and began joint development of high-capacity cathode materials for automobiles. Afterwards, in light of the smooth progress in joint development work, and in light of expectations that, in line with the future growth of the environmentally friendly vehicles market, there would be significant medium- to long-term growth in the market for lithium-ion secondary batteries, カジノ シークレット 登録 方法ompany was converted to a majority-owned subsidiary in 2016. |
Through integration of the technologies relating to precursors held by カジノ シークレット 登録 方法ompany and the findings related to cathode materials held by Sumitomo Chemical, カジノ シークレット 登録 方法ompany accelerates joint development of new products and contributes to the full-scale market entry and expansion of the Sumitomo Chemical Group’s cathode materials business. |
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Building an Effective Governance System
When Sumitomo Chemical and its listed subsidiaries jointly work on maximizing Group synergy, Sumitomo Chemical respects independent decision making by listed subsidiaries and, at the same time, makes its best efforts to establish an effective governance system in order to avoid any conflicts of interests with minor shareholders.
With respect to the listed subsidiaries, we are taking the following measures to ensure appropriate supervision of such areas as transactions with the parent company and nomination of officers and remuneration of officers, from an independent and objective position.
- Electing a sufficient number of Independent Outside Directors
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Establishing committees for nomination of officers and remuneration of officers, the majority カジノ シークレット 登録 方法he members of whichare Independent Outside Directors.
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Establishing and reliably operating committees, which aim to monitor and supervise transactions conducted betweensubsidiaries and the parent company and which is composed of Independent Outside Directors only.
Design カジノ シークレット 登録 方法he Organization, Composition of Independent Outside Directors and Establishment of Non-mandatory Committees in Each Company
Cross-Shareholdings
Sumitomo Chemicalstrategicallyholds shares in other companies only when judged necessary for ensuring smooth business operation or maintaining and enhancing mutual business relations, after such factors as medium- to long-term economic rationality and prospectsof future business developments have been considered as a whole. Also, at the Board of Directors meeting, each year, we shallassessour shareholding policy for all listed shares it owns, in light ofmedium- to long-term economic rationality and significance tohold such shares for each individual issuer. According to such review, if it becomes less necessary to hold a share by reason ofchanges in the business environment, etc., we shall sell such shares, as appropriate, taking into consideration such factors as theshare price and market trends. Continuing from the prior year, we sold a portion カジノ シークレット 登録 方法hese shareholdings in FY2022.
Cross-Shareholdings at the end カジノ シークレット 登録 方法he fiscal year
Expertise and Experience of Directors and Audit & Supervisory Board Members
As a diversified chemical company, our management requires expertise and business experience in a variety of fields. In light of these business characteristics, カジノ シークレット 登録 方法ompany's Board of Directors, in principle, consists of a diverse range of members, including those with extensive knowledge and experience in corporate management, カジノ シークレット 登録 方法ompany's business, finance and accounting, legal, compliance, and internal controls, etc., as well as international experience.