Sumitomo Metal Mining Co., Ltd.

Last updated: October 31, 2025

(English translation released on December 3, 2025)

Sumitomo Metal Mining Co., Ltd.

President & Representative Director: Nobuhiro Matsumoto

Contact: +81-3-3436-7705

Securities Code: 5713 URL: https://www.smm.co.jp/en/

The corporate governance of Sumitomo Metal Mining Co., Ltd. (“the Company”) is as set out below.Ⅰ Basic Philosophy of Corporate Governance, Capital Structure, Corporate Data, and Other Basic Information

  1. Basic philosophy

The Company’s basic philosophy pertaining to corporate governance is set out in “Corporate Governance Basic Policy, 2. Basic philosophy” and is displayed publicly on the Company website at the address below. Corporate Governance Basic Policy

URL: https://www.smm.co.jp/en/ir/management/governance/

Reasons for not applying a particular principle of Japan’s Corporate Governance Code The Company writes this Corporate Governance Report by reference to all Principles of the Corporate Governance Code revised as of June 1, 2021.Supplementary Principle 4.1.3: The board’s engagement in succession planning forthe CEO and other top executives

The succession planning for holders of the office of chief executive officer (president and director) is conducted and executed appropriately on the basis of our corporate philosophy and business plans.

With regard to the candidate for the successor to the president, the Governance Committee (Chair: Taeko Ishii, Director), composed of the chairman of the Board of Directors who is not an executive officer and four independent outside directors, has opportunities to deliberate on the environment and methods for fostering the next president as well as concerning the candidates, etc. Regarding the specific procedure for selecting the successor to the president, after consulting with the Governance Committee about the candidate recommended by the president and receiving advice on whether the candidate has the qualifications, knowledge, experience, abilities, and insight worthy of a president and director, the president makes the final proposal to the Board of Directors, which makes the final decision after due deliberation.

With regard to the selection of the candidate executive officers who will constitute the pool of candidates for future president, the president, based on recommendations from the executive officers, consults with the Governance Committee regarding the best lineup to resolve the issues management faces, formulates the final proposal with reference to that advice, and submits the proposal to the Board of Directors. The Board of Directors then makes the final decision after due deliberation.

Disclosures pursuant to specific principles of Japan’s Corporate Governance Code

The Company writes this Corporate Governance Report by reference to all Principles of the Corporate Governance Code revised as of June 1, 2021.

Principle 1.4: Cross-shareholdings

When advancing our business strategy, the Company may engage in strategic shareholdings with business partners or other companies if it is judged that doing so will contribute to strengthening our business base over the mid to long term. With regard to existing cross-shareholdings, the Board of Directors verifies aspects such as the objectives of holdings and whether the benefits therefrom cover the Company’s cost of capital every year. As a result of this verification, with regard to shares whose holding is judged to have little significance, including shares considered no longer worth the cost of capital and shares judged to have become less relevant due to recent business changes, we will proceed with concrete consideration based on the premise of reduction. Furthermore, in cases where a company cross-holding the Company’s shares expresses a desire to sell, we will not prevent such a sale, etc. by suggesting a reduction in the size of the transaction, or by other means.

With regard to the exercise of voting rights in cross-shareholdings, the Company determines whether to vote for or against each proposal after giving comprehensive consideration, based on the financial results and other aspects of the financial condition of each of the issuing companies, to matters such as whether each proposal will contribute to increasing the corporate value of, or enhancing shareholders’ interests in, that company over the medium to long term, and what impact it will have on the Company’s corporate value or shareholders’ interests. In order to determine whether to approve or reject proposals, the Company will engage in dialogue with the issuing company regarding the contents of each proposal, etc., as necessary. Decisions on voting are made particularly cautiously in circumstances such as cases of companies affected by major scandals or by persistent losses.

The most recent verification by the Board of Directors was conducted at a regular Board of Directors meeting held in June 2025 for all cross-shareholdings held by the Company.

In fiscal 2024, the Company sold all cross-shareholdings in six companies, and partial cross-shareholdings in one company. As a result, as of March 31, 2025, the Company maintained cross-shareholdings in 36 publicly-listed companies (including deemed cross-shareholdings).

For details on cross-shareholdings, please see the Company’s Annual Securities Report.

Under our 3-Year Business Plan 2027, we plan to reduce our cross-shareholding ratio, excluding PTVI* shares, to 10% or less of consolidated net assets by the end of March 2028. From fiscal 2028 onward, we will aim to reduce our cross-shareholding ratio, including PTVI shares, to 10% or less of consolidated net assets.

*PT Vale Indonesia Tbk（PTVI) is an important business base in the Republic of Indonesia and a major source of the nickel raw materials that we use in our Smelting & Refining Business. In 2020, SMM sold a portion of its shares of PTVI in accordance with the Indonesian government’s policy of promoting domestic ownership, and excluded PTVI from its equity-method affiliates.

Reference: 3-Year Business Plan 2027

URL: https://www.smm.co.jp/en/ir/management/plan/

Principle 1.7: Related-party transactions

Transactions between the Company and our Directors or Audit & Supervisory Board Members will require the prior approval of the Board of Directors so as to ensure that the interests of the Company and the common interests of our shareholders are not harmed. Additionally, the Company will survey whether or not such transactions have been carried out and report our findings to the Board of Directors semiannually. If any transaction with a major shareholder arises, it will be handled under the same standards as transactions between the Company and our Directors. A major shareholder is one who holds 10% or more of the voting rights of the Company.

Supplementary Principle 2.4.1: Ensuring diversity in the promotion of core human resources

  1. Approach to ensuring diversity

    The SMM Group Corporate Philosophy calls for recognizing the dignity and value of people based on respect for all individuals. The SMM Group Code of Conduct, which summarizes specific standards of conduct for officers and employees in achieving that respect for individuals, stipulates that we “accept diversity and respect the individuality and rights of people.” The Sumitomo Metal Mining Group Policy on Human Rights declares that we will not allow discrimination, harassment, or bullying on the basis of race, religion, gender, age, sexual orientation, disabilities, nationality, or other characteristics in employment and work scenarios. In the SMM Group’s material issues (Materiality) disclosed in March 2025, we have set Human Capital Management as one of our material issues, and set “a company that attracts a diverse workforce and allows them to grow and thrive” as our Vision for 2030.

    Diversity Equity & Inclusion (DE&I) is another key element in promoting Human Capital Management. It is essential to foster a corporate culture where diverse talents recognize and trust each other, leverage their strengths, and collaborate under fair opportunities, acknowledging the various perspectives and ideas. In addition to diversifying attributes such as gender, nationality, and age, the SMM Group promotes the diversification of abilities and experiences to generate new ideas, enhance organizational flexibility and competitiveness, and drive transformation through the creation of new value.

    Based on this approach, from a human capital management perspective we revised our human resource system in July 2023 to one centered on a job grade system for managerial track employees, in order to take in diverse human resources, make use of diverse values, and enhance our corporate value while maintaining a mechanism that allows organizations and employees to grow from a longterm perspective. We will continue to provide the sense of security and stability of the past while also enabling new challenges, transformation, and growth as all employees learn and grow autonomously.

  2. Voluntary and measurable goals for ensuring diversity and progress toward their achievement

    1. Women in managerial positions

      In order to realize the goal of “A company that attracts a diverse workforce and allows them to grow and thrive” set out in the Company’s “Vision for 2030,” we are working to promote greater opportunities for women, including promotion to managerial positions and assignment to overseas posts in addition to domestic locations. The Company aims to increase the number of women in managerial positions to at least 5% of total managerial personnel by the end of fiscal 2027 in the General Employers Action Plan based on the Act on Promotion of Women’s Participation and Advancement in the Workplace, and the number of women in managerial positions as of October 1, 2025 was 28, representing 3,2% of total managerial personnel. Furthermore, as a KPI for the Company’s “Vision for 2030,” we aim to have 50 women in managerial positions (equivalent to 7% of total managerial personnel). In order to create an environment where all employees can thrive, regardless of gender, and to promote our growth strategy, we are implementing necessary measures from a medium- to long-term perspective.

      • Measures to support balance according to life stage

      • Training for the development of female leaders (participation in interactions with other industries)

      • Interviews with female employees returning to work after childcare leave to support their career development

        These efforts have been recognized in the form of the PlatinumKurumin certification by the Minister of Health, Labour and Welfare as a company supporting child-rearing at a higher standard.

    2. Midcareer hiring

      By conducting midcareer hiring, in addition to securing personnel with specific expertise and skills, we are also working to further promote an open and vibrant organizational climate by incorporating the diverse knowledge and perspectives that our members from different backgrounds offer. The Company hired 44 midcareer career-track employees in fiscal 2024. Going forward we will continue to conduct midcareer hiring in order to realize our growth strategy.

    3. Global hiring

      The Company continues to hire regardless of nationality, and as of October 1, 2025, employs 14 non-Japanese employees. As we expand our business domain and create opportunities for new business outside Japan, we continue to hire and assign human resources who can play an active role globally. Specifically, we conducted a questionnaire to assess issues faced by foreign employees, along with interviews with those who wanted them, feedback to superiors, and hearings on issues. We also make all employees aware of the activities of our global human resources and internally raise awareness of the importance of creating workplace environments in which everyone can play active roles.

    4. Persons with disabilities

      The Company is working across the organization to improve the environment for persons with disabilities so that they can have pride, motivation, and joy in their work. Among our specific initiatives, since fiscal 2019 we have accepted students from special support schools near our workplaces to take part in workplace experiences. By deepening understanding of our workplaces and work through the experience, we aim to ensure that students feel confident in joining our Company. Since fiscal 2020, we have offered internships for university students with disabilities and actively recruited these students at workplaces that can make use of their expertise and characteristics. To support retention, we arrange regular meetings with human resource staff after joining the company to eliminate job-related anxieties and problems and to offer support as needed. We also work to make a range of improvements to our workplace environment in order to accommodate employees with disabilities. By striving to improve the work environment based on the concept of normalization, the employment rate of persons with disabilities in the SMM (in Japan) reached 2.63 % as of June 1, 2025.

  3. Policies for human resource development and internal environment development to ensure diversity, and the status of their implementation

The SMM Group has set “a company that attracts a diverse workforce and allows them to grow and thrive” as a key component of its “Vision for 2030,” and aims to provide a safe and secure work environment based on an open and vibrant organizational climate, where each and every one of our employees can work with energy and enthusiasm to realize their full potential. We will also strive to create a fulfilling work environment that encourages employees to grow autonomously. We believe that autonomous growth by every employee will lead to sustainable growth for our Group. In order to build a new business model and adapt to a changing business environment, we provide all employees with opportunities to improve their capabilities and are developing human resources who can steadily execute on growth strategies. Our specific initiatives are outlined below.

  • 3-year program for managerial-track new employees and training programs for midcareer hires

  • Programs to develop next generation of management (Officers’ Coaching School, training to develop the next generation of executive managers, etc.)

  • Self-development support and recommendations

  • Initiatives to encourage autonomous growth (one-on-one meetings between superiors/subordinates, etc.)

  • Career planning training

In addition, based on the approach of “respect for all individuals” set forth in our Corporate Philosophy, we respect the diverse values of all employees and are working to foster a workplace environment in which all employees can fully demonstrate their abilities. Specifically, we conduct employee engagement surveys and use the findings to develop and implement action plans aimed at improving employee engagement in our respective workplaces.

Furthermore, as part of our efforts to create workplaces where diverse human resources can play vibrant and active roles, we conduct Group-wide human rights training, harassment prevention training, programs aimed at promoting understanding of LGBT issues, and training for new employees and newly appointed site managers to promote a deeper understanding of the need for diversity, equity, and inclusion (DE&I), and we confirm the effectiveness of these programs through questionnaires following their implementation. In April 2021 we established a new “Work-Life Support Desk” which handles consultations and helps resolve issues in a wide range of areas including human rights and harassment, workplace relations, balancing work with childcare and nursing care, and career counseling. 28 consultations were responded to in fiscal 2024. In addition, in April 2025 we established a new DE&I Collaborative Creation Sect.

For information on our related approaches, policies and initiatives, refer to the Company’s sustainability website below.

URL: https://www.smm.co.jp/en/sustainability/

Principle 2.6: Roles of corporate pension funds as asset owners

The Company has established the Asset Management Committee and a structure to ensure appropriate investment and management of corporate pensions. The committee advises the president, who has responsibility for pension management, in such areas as the formulation and revision of basic management policy and the strategic asset mix, and the evaluation of asset managers. The committee also endeavors to enhance the expertise of secretariat personnel by such means as having them participate in pension-related seminars.

Principle 3.1: Full disclosure

  1. Business principles and strategies

    The SMM Group Corporate Philosophy and its source, Sumitomo Business Spirit, the SMM Group Management Vision, which delineates what the Company aims to become on the basis of the corporate philosophy, and the SMM Group Code of Conduct, which sets out the standards of conduct required of officers and employees to fulfill its corporate philosophy, are displayed publicly on the Company’s website at the addresses below.

    SMM Group Corporate Philosophy

    URL: The Sumitomo Business Philosophy

    URL: SMM Group Management Vision

    URL: SMM Group Code of Conduct

    URL: https://www.smm.co.jp/en/corp_info/philosophy/conduct/

    Also, the 3-Year Business Plan 2027, which covers the period from fiscal 2025 through fiscal 2027, is

    displayed publicly on the Company’s website at the address below.

    URL: https://www.smm.co.jp/en/ir/management/plan/

  2. Basic views and basic policy on corporate governance

The basic policy on corporate governance, including the basic philosophy on corporate governance, has been compiled as the “Corporate Governance Basic Policy” and is displayed publicly on the Company’s website at the address below.

Attachments

  • Original document
  • Permalink

Disclaimer

Sumitomo Metal Mining Co. Ltd. published this content on December 03, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on December 03, 2025 at 09:49 UTC.