Governance

Corporate Governance

[ Basic Concept ]
SMC considers establishing a corporate governance framework ensuring both quick decision-making and management transparency to be extremely important for the purposes of realizing continuous growth, increasing medium- to long-term corporate value and protecting the interests of shareholders.

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[ Board of Directors ]
The Board of Directors deliberates, receives reports and makes resolutions on important management matters in accordance with the laws and regulations, the Articles of Incorporation and the Rules of the Board of Directors, and supervises the directors' performance of their duties.

[ Board of Corporate Auditors ]
The Board of Auditors decides on important matters relating to audits by the auditors, receives reports from the internal audit department, the accounting auditors and others in accordance with the laws and regulations, the Articles of Incorporation and the Rules of the Board of Auditors, and audits the performance of the directors' duties.

[ Advisory Bodies of the Board of Directors ]
SMC has established a voluntary Nomination and Compensation Committee and a Sustainability Committee, as advisory bodies of the Board of Directors. Independent Outside Directors must make up at least half of the members of both committees and serve as the committee chair.
Also, as an advisory body to the President, we have established an Advisory Committee, consisting of presidents from SMC Corporation and the 4 major subsidiaries.

[ Independent Executive Council and Lead Independent Director ]
The Independent Executive Council, consisting solely of Outside Directors and Outside Corporate Auditors, has been established to facilitate the free and vigorous exchange of opinions and sharing of views, and makes recommendations to the Board of Directors based on the opinions gathered as required. In addition, a Lead Independent Outside Director is selected by mutual election of the Outside Directors to facilitate communication and coordination between the Outside Directors and the Board of Directors, the Board of Corporate Auditors, and business execution divisions, and be available for dialogue with investors.