(Corporate Social Responsibility)
Corporate Governance
Directors, Board of Directors
Our articles of association set the maximum number of directors We position corporate governance, a framework of corporate disci- at ten. At present, however, our Board of Directors has eight pline for both maximizing the SMM Group’s corporate value and members, an appropriate size for lively discussion and flexible ensuring sound management, as one of the most important aspects decision-making. Remuneration is linked to performance.
Management Committee
Governance System
The membership of our Management Committee consists of the Our core Mineral Resources and Metals business and Electronic president, executive vice president and other executive officers.
Materials and Advanced Materials business differ in terms of cus- Corporate auditors also have access to its meetings. In addition tomers, business environment and business characteristics. For this to discussing from a broad point of view those matters that reason, we have adopted an executive officer system that separates require discreet discussion because they are important enough to the decision-making and executive functions and a corporate audit warrant to a Board of Directors resolution or presidential deci- system that ensures objectivity as the governance system that best sion and deciding whether or not to place them on the Board of maximizes the executive and auditing functions in our businesses.
Directors’ agenda, the Management Committee fulfills the func- tion of supporting decisions made by the president.
Organizational Chart of Corporate Governance
General Shareholders’ Meeting
Board of Directors
Independent R
d of Corporate A
President & Representative Director
Executive officer
Auditing Department Auditing
Headquarters Division Review
Business Division
Affiliated company’s Board of
Affiliated company’s
Affiliated company
Corporate Auditors
Independent Registered Accountant
Executive Officer System
mere list of “don’ts.” Anticipating situations in which doubts or We are reinforcing the executive function of our executive offi- problems remain after referring to the Code and consultation cers by clarifying their authority and responsibilities and transfer- with a superior is awkward or fails to result in the appropriate ring a greater measure of authority to them. SMM has 19 execu- response, we have set up an internal reporting system so that the tive officers (eight of whom also serve as directors) who carry out pertinent information can be presented directly to the responsi- their work by being assigned specific authority for important ble liaison office inside the Company.
tasks such as divisional managers and headquarters office man- agers. Moreover, they report once a month to the Executive Compliance Training Seminar
Committee on the execution of business. Remuneration is linked Since 2001 we have held annual compliance training seminars for the executives and regular employees of the SMM Group.
These seminars deepen their basic knowledge of compliance and Corporate Auditors
bring them up to date on recent revisions of the law. We currently have four Corporate auditors, two of whom are from outside the company (part-time). These internal and exter- nal auditors attend meetings of the Board of Directors and Living with the Environment
Management Committee and present their views; the auditors from SMM form their views based on audits as full-time employ- In order to leave a healthy and pleasant environment for future ees who maintain independence, while those of the external audi- generations, the SMM group engages in corporate activities that tors are informed by knowledge of specialized fields. are in harmony with the environment such as the efficient use of mineral resources by making full use of the environmental protec- Developing an Internal Control System
tion technology and expertise that it has acquired through its refin- We are working to create a corporate culture that fosters the lawful ing business. We are also committed to environmental improve- and healthy execution of business by preparing an internal control ment activities as part of our management system and have system. The SMM Group is building a risk management system acquired ISO14001 certification for almost all of our production that is capable or rapidly and appropriately dealing with a variety sites in Japan and overseas including Group companies. of risks inside and outside the company by promoting the compa- ny-wide and organized setting up of specialized posts. Coral Bay Nickel Project
This project, which commercially produces an intermediate product for nickel on Palawan Island, Republic of the Thorough Enforcement of Compliance
Philippines, has paved the way for making a major contribution to the efficient use of a limited mineral resource. It is based on Taking to heart the lessons of the criticality accident that occurred our unique HPAL* method, the world’s first commercially viable in 1999 at JCO Co.,Ltd., one of our subsidiaries, we designed a technology for refining low-grade nickel ore that had previously Corporate Reform Plan in the following year and have striven to achieve thorough compliance and safety management. In 2003, we * Acronym for High Pressure Acid Leach, a technology for recovering nickel committed ourselves afresh to thorough compliance by basing our and cobalt in a high-temperature, high-pressure environment by dissolving business philosophy on Sumitomo’s Business Spirit and establishing low-grade ore (laterite) in sulfuric acid.
the “SMM Group Code of Conduct,” which comprises 17 articles.
Establishment of Green Procurement Standards
SMM Group Code of Conduct
Our Electronics Division has taken steps to prevent harmful Based on the concept that a corporation is a key member of soci- chemicals from entering the production chain by establishing ety that sincerely cares about coexistence with nature, prosperity Green Procurement Standards for suppliers. It is also working to in balance with society, and sympathy with humanity, our Code reduce harmful chemical substances by setting up a chemical sub- of Conduct is studied by all employees of the SMM Group. It is stance database which it sues for managing data for the entire a guide for pro-actively putting ideas into practice, rather than a Electronics Group including the subsidiaries under its control.


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