Sumitomo Mitsui Financial : Matters Omitted from Delivered Materials in Paper-based Format (771KB) (50pages)

This document has been translated from a Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sumitomo Mitsui Financial Group, Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Matters Omitted from Materials in Paper-based Format

Employees of the Group

Principal Offices of the Group

Matters regarding Stock Acquisition Rights,etc. of the Company

Matters regarding the Accounting Auditor

System to Ensure Appropriate Conduct of Operations

Matters regarding Specified Wholly Owned Subsidiary

Others

Notes to Consolidated Financial Statements

Notes to Non-Consolidated Financial Statements

Certified Copy of the Accounting Auditor's Report of

Consolidated Financial Statements

(From April 1, 2023 to March 31, 2024)

Sumitomo Mitsui Financial Group, Inc.

Employees of the Group

			March 31, 2024
	Wholesale	Retail	Global	Global	Head Office
	Markets
	Business Unit	Business Unit	Business Unit	Account
	Business Unit
Number of	8,786	29,412	64,687	1,367	16,121
employees

(Notes) 1. The number of employees is the number of persons engaged in the Group, including local staff overseas, but not including employees on short-term contracts and temporary employees (11,148 persons as of March 31, 2024).

1. The number of employees is the number of persons engaged in the Company and consolidated subsidiaries.
2. The businesses handled by each business unit are the following.

Wholesale Business Unit:	Businesses dealing with domestic medium-to-large-sized and small-to-medium-sized
	corporate customers
Retail Business Unit:	Businesses mainly dealing with domestic individual customers
Global Business Unit:	Businesses dealing with international (including Japanese) corporate customers in
	overseas countries

Global Markets Business Unit: Businesses dealing with financial markets

Head Office account:

Businesses other than those above

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Principal Offices of the Group

Company name	Reportable segment		Principal office	Number of branches
As of March 31, 2024
	Wholesale Business				Head Office
	Unit
	Retail Business Unit		Domestic		Tokyo Main Office		883
Sumitomo Mitsui	Global Business Unit			Osaka Head Office
Banking Corporation	Global Markets				Kobe Main Office,
	Business Unit				etc.
	Head Office Account		Overseas		New York Branch,		43
			etc.
	Wholesale Business
	Unit
SMBC Trust Bank Ltd.	Retail Business Unit		Head Office, etc.		34
	Global Business Unit
	Head Office Account
	Wholesale Business
	Unit
SMBC Nikko	Retail Business Unit
Global Business Unit		Head Office, etc.
Securities Inc.
Global Markets Business
	Unit
	Head Office Account
Sumitomo Mitsui Card	Wholesale Business Unit		Tokyo Head Office
Company, Limited	Retail Business Unit		Osaka Head Office, etc.		-
SMBC Finance Service	Wholesale Business Unit		Head Office
Co., Ltd.	Retail Business Unit		Tokyo Head Office, etc.
SMBC Consumer	Retail Business Unit		Head Office, etc.
Finance Co., Ltd.
The Japan Research	Head Office Account		Tokyo Head Office
Institute, Limited		Osaka Head Office, etc.
Sumitomo Mitsui DS
Asset Management	Head Office Account		Head Office, etc.
Company, Limited
(Notes) 1. The businesses handled by each business unit are the following.
Wholesale Business Unit:	Businesses dealing with domestic medium-to-large-sized and small-to-medium-
		sized corporate customers
Retail Business Unit:	Businesses mainly dealing with domestic individual customers
Global Business Unit:	Businesses dealing	with international (including Japanese) corporate	customers in
		overseas countries
Global Markets Business Unit: Businesses dealing with financial markets
Head Office account:	Businesses other than those above

2. On April 1, 2024, Sumitomo Mitsui Card Company, Limited and SMBC Finance Service Co., Ltd. merged, with Sumitomo Mitsui Card Company, Limited being the surviving company.

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Matters regarding Stock Acquisition Rights,etc. of the Company

The following is the outline of the stock acquisition rights issued in accordance with the provisions of Article 238 and Article 240 of the Companies Act to Directors (excluding Outside Directors), Corporate Auditors (excluding Outside Corporate Auditors) and Executive Officers of Sumitomo Mitsui Financial Group (hereinafter, "the Company") and its subsidiary Sumitomo Mitsui Banking Corporation (hereinafter, "SMBC"), in consideration of their execution of duties.

			Type and
	Allotment	Number of	number of	Issue price	Exercise
	date of stock	stock	shares subject	(per stock	Exercise
	price
	acquisition	acquisition	to stock	acquisition	period
	(per share)
	rights	rights	acquisition	right)
			rights
First series	August 13,	1,026	Common stock	221,500 yen	1 yen	August 13,
stock	2010					2010
acquisition			102,600 shares			to August
rights						12, 2040
Second series	August 16,	2,682	Common stock	187,200 yen	1 yen	August 16,
stock	2011					2011
acquisition			268,200 shares			to August
rights						15, 2041
Third series	August 15,	2,805	Common stock	204,200 yen	1 yen	August 15,
stock	2012					2012
acquisition			280,500 shares			to August
rights						14, 2042
Fourth series	August 14,	1,157	Common stock	415,900 yen	1 yen	August 14,
stock	2013					2013
acquisition			115,700 shares			to August
rights						13, 2043
Fifth series	August 15,	1,219	Common stock	366,100 yen	1 yen	August 15,
stock	2014					2014
acquisition			121,900 shares			to August
rights						14, 2044
Sixth series	August 18,	1,324	Common stock	490,400 yen	1 yen	August 18,
stock	2015					2015
acquisition			132,400 shares			to August
rights						17, 2045
Seventh series	August 15,	2,012	Common stock	281,100 yen	1 yen	August 15,
stock	2016					2016
acquisition			201,200 shares			to August
rights						14, 2046

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1. Stock acquisition rights, etc. of the Company held by the Company's Directors and Executive Officers at the end of the fiscal year

			Directors (excluding
		Type and	Outside Directors) and
	Number of	number of	Corporate Executive
	stock	shares subject	Officers
	acquisition	to stock		Number of
	rights	acquisition	Number of	stock
		rights	holders	acquisition
				rights
First series		Common
stock	8	stock	1	8
acquisition
rights		800 shares
Second series		Common
stock	8	stock	1	8
acquisition
rights		800 shares
Third series		Common
stock	7	stock	1	7
acquisition
rights		700 shares
Fourth series		Common
stock	4	stock	1	4
acquisition
rights		400 shares
Fifth series		Common
stock	4	stock	1	4
acquisition
rights		400 shares
Sixth series		Common
stock	3	stock	1	3
acquisition
rights		300 shares
Seventh		Common
series stock	7	stock	1	7
acquisition
rights		700 shares

(Note)These stock acquisition rights shall not be allotted to Outside Directors.

1. Stock acquisition rights, etc. of the Company granted to employees, etc. during the fiscal year Not applicable.

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Matters regarding the Accounting Auditor

(1) Accounting Auditor

Name	Compensation, etc. for the fiscal year	Other
			1. The Audit Committee confirmed
KPMG AZSA LLC	Compensation, etc. pertaining to the	and discussed the details of the
	activities specified in Article 2,	audit plan, the status of
Takashi Kondo	Paragraph 1 of the Certified Public	performance of duties, and the
Designated Limited Liability	Accountants Act: 2,008 million yen	basis for calculation of the estimate
Partner			of compensation of the Accounting
			Auditor. As a result, the Audit
Kazuhide Niki			Committee gave approval set forth
Designated Limited Liability			in Article 399, Paragraphs 1 and 4
Partner			of the Companies Act for the
			compensation, etc. of the
Bumbee Nishi			Accounting Auditor.
Designated Limited Liability			2. The Company paid the Accounting
Partner		Of the above, compensation, etc.	Auditor for the preparation of
		as Accounting Auditor: 332 million	comfort letters, etc., which fell
		yen	outside the scope of the activities
			specified in Article 2, Paragraph 1
			of the Certified Public Accountants
			Act.
(Notes) 1. Amounts less than one million yen have been rounded down.

1. 1. The audit agreement between the Company and the Accounting Auditor does not and cannot practically distinguish between compensation, etc. for audits stipulated by the Companies Act and those stipulated by the Financial Instruments and Exchange Act. For this reason, "Of the above, compensation, etc. as Accounting Auditor" above includes the compensation, etc. amount for audits based on the Financial Instruments and Exchange Act.
   2. Total amount of moneys and other financial benefits payable by the Company and subsidiaries (excluding unconsolidated subsidiaries) to the Accounting Auditor is 4,055 million yen. This total includes fund auditing compensation.
2. Liability Limitation Agreement

Not applicable.

1. Indemnity Agreement Not applicable.
2. Other Matters regarding the Accounting Auditor
3. 1. Policy for Decisions on Dismissal or Nonreappointment of Accounting Auditor
      The Audit Committee discusses whether to dismiss the Accounting Auditor where they fall under any of the grounds set forth in each item of Paragraph 1 of Article 340 of the Companies Act. In addition to that, when it is determined to be difficult for the Accounting Auditor to appropriately execute his or her duty, the Audit Committee discusses whether to forward a proposal for the dismissal or nonreappointment of the Accounting Auditor to the general meeting of shareholders in accordance with Article 404, Paragraph 2, Item 2 of the Companies Act.
   2. Matters regarding the Condition of Subsidiaries Audit
      From among the Company's significant subsidiaries, SMBC Bank International plc, SMBC Bank EU AG, Sumitomo Mitsui Banking Corporation (China) Limited, PT Bank BTPN Tbk and SMBC Americas Holdings, Inc. were audited by an Accounting Auditor other than the Company's (or by person(s) with equivalent qualifications in foreign countries).

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System to Ensure Appropriate Conduct of Operations

The Company resolved at the Board of Directors to adopt systems to ensure appropriate conduct of operations of the Company, and operations of the Company and its subsidiaries (hereinafter, "the Group"), and has operated the systems. The outline is as follows:

System for the storage and	(Detail of the resolution)
management of information related	The Company shall appropriately store and manage information
to the execution of duties by	related to the execution of duties by corporate executive officers in
corporate executive officers	accordance with "Policies for Managing Information" and "Rules for
	Managing Information."
	(Operational status)
	The Company appropriately stored and managed minutes of the
	Management Committee meetings and approval documents by
	corporate executive officers as well as information related to the
	execution of duties by corporate executive officers in accordance with
	"Policies for Managing Information" and "Rules for Managing
	Information."
System for policies concerning the	(Detail of the resolution)
management of risk of loss of the	1. The Company shall establish "Policies on Comprehensive Risk
Group and others	Management" that sets forth fundamental matters on the risk
	management of the Group, and the department in charge of risk
	management shall cooperate with the department in charge of
	corporate planning to comprehensively and systematically manage
	each type of risk.
	2. The basic policy on the risk management of the Group shall be
	determined by the resolution of the Management Committee and
	approved by the Board of Directors.
	3. The Management Committee, the executive officer and the
	department in charge of risk management shall manage risks in
	accordance with the basic policy on the risk management of the
	Group approved in the preceding paragraph.
	(Operational status)
	The Company has established "Policies on Comprehensive Risk
	Management," and under these policies, the department in charge of
	risk management cooperated with the department in charge of
	corporate planning to comprehensively and systematically manage
	risks. In addition, in accordance with the "Policy for Risk Committee,"
	the Risk Committee was called four times, and the risks considered to
	have particularly material impact on the Company's management and
	improvement in the effectiveness and revision of the risk appetite
	framework (*) were deliberated. The results were reported to the
	Board of Directors four times.
System for ensuring the efficient	(Detail of the resolution)
execution of duties by corporate	1. The Company shall formulate business plans to ensure the efficient
executive officers	execution of duties by corporate executive officers, and corporate
	executive officers shall execute business operations and manage
	operating results in accordance with the plans.
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2. Each corporate executive officer shall appropriately allocate duties and delegate authority to executive officers and employees in accordance with "Regulations on Organization," "Rules for Managing Group Companies" and other internal rules and regulations.

(Operational status)

• • The Board of Directors formulated and resolved the business plan for the fiscal 2024.
  • Based on the business plan formulated and resolved by the Board of Directors, each corporate executive officer executed their respective duties appropriately, and at the same time, executive officers and employees, who had authority delegated in accordance with "Regulations on Organization" and other internal rules and regulations, executed business operations. The status was reported to the Board of Directors four times.
• A management framework that clarifies the types and levels of risk to be taken for profit growth (risk appetite) and is appropriately incorporated into business operations.

System for ensuring that the	(Detail of the resolution)
executive officers and employees	1. The Company shall develop "Basic Policy on Compliance and Risk"
of the Group execute their duties	and "Policies on Compliance Management" to ensure that the
in accordance with laws and	executive officers and employees of the Group execute their duties
regulations, and the Articles of	in accordance with laws and regulations, and the Articles of
Incorporation	Incorporation.
	2. The Company shall formulate an annual plan for compliance with
	specific measures, including establishing and revising policies,
	regulations and training programs for the effective functioning of
	the Group's compliance system, which shall be approved by the
	Board of Directors.
	3. The Company shall formulate "Regulations on Assessment of
	Internal Control Over Financial Reporting" with specific measures
	to establish and operate internal control over financial reporting,
	and assess its effectiveness to ensure the appropriateness of
	accounting treatment and reliability of financial reporting of the
	Group.
	4. The Company shall establish a whistleblowing system to discover
	and correct violations of laws and regulations by the Group and its
	executive officers and employees at an early stage and ensure the
	appropriateness of its operations.
	5. The Company shall establish a system for appropriately managing
	the Group's basic policy on dealing with antisocial forces,
	including, "the Group has nothing whatsoever to do with antisocial
	forces," "the Group rejects any unreasonable request or claim from
	antisocial forces, does not engage in any under-the-table dealings
	with or finance those entities and, takes appropriate legal responses
	as necessary," and "the Group deals with antisocial forces
	systemically, in association with outside experts."

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1. The Company shall formulate "Management Policy Concerning Conflicts of Interest" for the Group to prevent and manage conflict of interest with customers within the Group.
2. The Company shall formulate "SMFG Group Policies for Internal Regulations for Preventing Money Laundering and Terrorist Financing" for the Group to prevent money laundering and terrorist financing, and operate and manage businesses in accordance with the policies.
3. In order to verify the status of implementation of the matters in the preceding paragraphs, the department in charge of internal audits, which is independent from other departments, shall conduct internal audits and, as a department under the direct supervision of the Audit Committee, report the results to the Audit Committee as well as the Management Committee and other relevant bodies.

(Operational status)

• The Company formulated a compliance program under the Board of Directors as a practical implementation plan to achieve compliance within the Company. Based on the program, the Company made efforts to foster compliance awareness throughout the Group and enhance the system for countermeasures against money laundering and financing to terrorists. Regarding progress of the program, the Compliance Committee including outside experts deliberated the program four times and the results were reported to the Board of Directors.
• In the previous year, following the incident that resulted in the Company, SMBC Nikko Securities Inc. and Sumitomo Mitsui Banking Corporation being issued Administrative Disposition, the Company, SMBC Nikko Securities Inc. and Sumitomo Mitsui Banking Corporation formulated an improvement plan. In the current year, the Group steadily implemented measures based on the improvement plan, and made progress on validation of each measure by internal audits and external attorneys. In addition, progress, effectiveness and sufficiency of the improvement plan were verified four times by the Company's Board of Directors.
• In accordance with the rules including the "Regulations on Assessment of Internal Control Over Financial Reporting," the Company assessed its effectiveness, and reported it to the Audit Committee.
• Based on the Whistle-Blowing Guidelines for SMBC Group, the "SMBC Group Alarm Line" has been established and managed properly as a whistleblowing system for the entire Group.

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	• The COI Controlling Office has properly managed conflicts of
	interest to prevent unfairly impairing customers' interests from
	occurring based on the "Management Policy Concerning Conflicts
	of Interest." In addition, COI Controlling Office conducts
	monitoring every six months and reports the results to Group CCO.
	There were no noteworthy events in the current fiscal year.
	• The department in charge of internal audits conducted internal
	audits on departments of the Company as well as the Group in
	accordance with the "Group Internal Audit Charter" and the annual
	audit plan resolved by the Audit Committee and the Board of
	Directors, and verified the appropriateness and effectiveness of the
	internal management system. The audit results were reported to the
	Audit Committee four times, and then reported to the Board of
	Directors through the Audit Committee in accordance with the
	"Policy for Audit Committee."
System for ensuring the	(Detail of the resolution)
appropriateness of business	1. The Company shall establish the Management Committee under the
operations of the Group	Board of Directors as the highest decision-making body over the
	Group's business execution and management. The Management
	Committee shall deliberate on important business execution matters
	before they are executed in accordance with the basic policies
	adopted by the Board of Directors.
	2. The Company shall formulate the "Rules for Managing Group
	Companies" and the "Rules for Managing the Group Companies
	Concerning Compliance" to maintain the Group's integrated
	compliance system and ensure the appropriateness of management
	in accordance with these policies and rules.
	3. The Company shall formulate the "Rules on Managing Intra-Group
	Transactions" to ensure the fairness and appropriateness of
	transactions, and shall operate and manage businesses based on the
	rules. Further, transactions that may materially impact the
	management of the Group shall be approved by the Management
	Committee and reported to the Audit Committee.
	4. The Company shall formulate rules and regulations on basic matters
	on the managing the group companies, as well as include them in
	the policies for the managing the group companies, to determine the
	status of the execution of the duties of the group company's
	directors and ensure that they execute their duties efficiently. The
	Company shall operate and manage the group companies in
	accordance with these policies, rules and regulations.

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