Sumitomo Chemical realizes that assuring the observance of sound principles and practices in the conduct of business in a manner that serves the interests of shareholders and other stakeholders amid changing social and economic conditions is the very foundation of corporate governance, and has endeavored to improve its approaches.
To further bolster these efforts, the Company will expedite important decision-making, define more clearly executive officers' responsibilities pertaining to the execution of duties, enhance and strengthen the compliance system and internal audits, and promote timely disclosure of information.
Corporate Governance Organization
Sumitomo Chemical established its Basic Policy for the Enhancement of the Internal Control System by a resolution of the Board of Directors, creating a system to ensure the appropriateness of its operations as stipulated in the Companies Act.
As stated in the basic concept of this policy, we recognize that the development of an internal control system is a necessary process for maintaining a sound organization and should be actively utilized to achieve business objectives. To continuously enhance our internal control system, we have formed the Internal Control Committee, which is chaired by the President and consists of Executive Officers responsible for and in charge of each business sector and corporate department. Meetings of the committee are held three times a year, with additional meetings held as needed.
At Sumitomo Chemical, the Internal Control Committee plays a central role in discussing various measures based on the basic policy described above. The committee also operates a PDCA cycle by monitoring the implementation status of those measures, and constantly inspects and strengthens the Group’s internal control system in response to changes in the Group’s business and operating environment, ensuring that the Group’s internal control system can function effectively.
The Standing Corporate Auditors are involved in the committee as observers, and the committee’s operations are conducted by the Internal Control & Audit Department, which is separated from other business activities. Summaries of the matters covered in the committee are reported to the Board of Corporate Auditors after each meeting. These summaries are then reported to the Board of Directors for deliberation.
Organization of the Internal Control Committee
Main Roles of the Internal Control Committee
Deliberate on and supervise various measures related to the internal control of the Sumitomo Chemical Group
- Initiatives based on the Basic Policy for Enhancement of the Internal Control System
- Initiatives related to risk management
- Internal audits
- Assessment and report on the internal control over to financial reporting, etc.
Sumitomo Chemical seeks to improve and enhance our risk management system to detect, at an early stage, risks that have the possibility of hindering the achievement of business objectives and to prevent them from occurring as well as to minimize damage when they do occur.
Risk Management Organization
As part of its standard duties, each of the Group’s organizations is taking various measures to appropriately manage the risks associated with its business operations. In addition, the Internal Control Committee deliberates on Group-wide priority risk management policy as a basis for supporting and ensuring thorough implementation of these measures by each organization. Moreover, the committee oversees the implementation of measures undertaken by each organization based on this policy.
Promotion of Group-wide Priority Risk Assessment and Countermeasures
Every year, approximately 120 major organizations, both in Sumitomo Chemical and Group companies in Japan and overseas, conduct risk evaluations, assessing the probability of occurrence and the potential impact of various risks that could hinder the achievement of business objectives. These results are then aggregated to create a Group-wide priority risk map. Based on this risk map, the Internal Control Committee identifies priority risks that require Group-wide countermeasures. In addition, our risk response coordination organizations, which have been established for each priority risk, formulate a response plan for the entire Group, and each organization of the Group implements countermeasures in accordance with this plan. Moreover, the committee regularly receives reports on the progress of countermeasures and provides necessary instructions.
To Review and Strengthen the Effectiveness of Risk Management
In this way, we conduct a PDCA cycle for risk management every fiscal year, centered on the Internal Control Committee. In doing so, we are constantly inspecting and strengthening risk management in response to changes in our business and the surrounding environment so that risk management functions effectively. Summaries of the matters covered in the committee are reported to the Board of Corporate Auditors after each meeting. These summaries are then reported to the Board of Directors for deliberation.
Cross-organizational Risks and Crisis Response
We established the Risk and Crisis Management Committee to deliberate risks and crisis response policies that affect multiple business sites, departments, and Group companies, such as large-scale disasters (earthquakes, storms, floods, etc.), pandemics, deterioration of security in Japan or overseas (terrorism, riots, wars, etc.), and other issues.
Risk Management Promotion Organization
(1) Board of Directors
- The Board ensures the effectiveness of risk management by deliberating and supervising the activities of the Internal Control Committee.
(2) Internal Control Committee (Chaired by the President)
- The committee deliberates on policies related to risk management for the entire Sumitomo Chemical Group, and supervises the efforts of each organization based on these policies.
(3) Internal Control & Audit Department
- As the executive office of the Internal Control Committee, this department monitors the risk management activities of each department and Group company of the Sumitomo Chemical Group.
(4) Risk Response Coordination Departments
- Each organization plans and promotes Group-wide countermeasures for the risks assigned to it, in cooperation with each department and Group company.
(5) Each Department and Group Company
- These organizations are the main drivers of risk management.
- The organizations develop and implement countermeasures for the risks affecting their own organization or company.