The following is an unofficial English translation of "Sumitomo Corporation Corporate Governance Principles." The Company provides this translation for your reference and convenience only and without any warranty as to its accuracy or otherwise. Please also refer to "Sumitomo Corporation website Terms and Conditions of Use."

Fundamental Principle

The business spirit of Sumitomo is a business and management concept that has continued to flow throughout Sumitomo's operations for over 400 years. The Sumitomo Spirit was embodied in the "Business Principles" drafted in 1891(in the 24th year of Meiji). Namely:

1. Sumitomo shall achieve strength and prosperity by placing prime importance on integrity and sound management in the conduct of its business.

2. Sumitomo shall manage its activities with foresight and flexibility in order to cope effectively with the changing times. Under no circumstances, however, shall it pursue easy gains or act imprudently.

In 1998, we adopted the following "Management Principles" based on the Sumitomo Spirit:

We aim to be a global organization that constantly stays a step ahead in dealing with change, creates new value, and contributes broadly to society.

• To achieve prosperity and realize dreams through sound business activities.
• To place prime importance on integrity and sound management with utmost respect for the individual.
• To foster a corporate culture full of vitality and conducive to innovation.

The Sumitomo Spirit and Management Principles are the ethical backbone of our company and serve as the unwavering truths that support corporate governance. Realizing that, we have engaged in studies concerning the optimal managerial system for our company, namely a method of governance which is responsive to the trust placed in us by our shareholders while at the same time making management that takes in the interests of all stakeholders a reality.

Ultimately, we view corporate governance as the "improvement of management efficiency" and the "maintenance of sound management," as well as the "securing of managerial transparency" which is required to accomplish the same. At this time, the principles concerning the corporate governance of the company are as prescribed hereunder.

Board of Directors

(1) Role	The board of directors renders decisions concerning key management matters and oversees the operation of the business by the directors and the executive officers.
(2) Composition	The board of directors is comprised of all directors and corporate auditors. The number of directors shall be set within a scope which enables due deliberation and speedy and reasonable decision making by the board of directors. Currently, around 15 directors is considered an appropriate number. Further consideration will be given to the election of outside directors.
(3) Chairman & President and CEO	The Chairman of the Board of Directors oversees the board of directors, while the President and CEO supervises and carries out the business of the company. In principle, based on checks and balances, there shall be both a Chairman and a President and CEO, and no one individual shall serve as both the Chairman and the President and CEO.
(4) Administration	In principle, a meeting of the board of directors shall be convened once each month. In order to ensure the attendance of directors and corporate auditors at meetings of the board of directors, notice of the convening of regular meetings of the board of directors for the following year (from January to December) shall be provided early each December. Matters related to resolutions of the board of directors and specific standards for submitting matters for deliberation shall be prescribed in the company's internal rules "Matters Related to the Administration of Board of Directors." In order to fully promote the function of the board of directors and recognizing the need for all directors and corporate auditors to have accurate and complete information regarding items on the agenda, materials required for consideration of the agenda items shall, except in emergencies, be provided beforehand to all directors and corporate auditors. In principle, an explanation of each agenda item shall be provided by the director in charge of the matter submitted for deliberation, or by a director named thereby, but related directors may provide supplemental explanations when necessary in order to facilitate diverse debate. In addition, the executive officers or persons holding posts of department manager or above who are in charge of the matters may be called to attend when required for expert analytical explanations or for responses to specialized questions.
(5) Advisory Body	A Remuneration Committee shall be established to serve as an advisory body for the board of directors, where not less than half of the members of the Remuneration Committee are comprised of individuals from outside the company. The Remuneration Committee shall be tasked with studying the matters related to remuneration and bonuses for directors and executive officers and shall report the results of such study to the board of directors.

Directors (Board Members)

(1) Qualifications	Candidates for directors shall be honest in character, highly insightful and capable and shall have expert business knowledge and extensive experience. Gender and nationality etc. shall be of no consequence.
(2) Representative Directors	In principle, all directors shall be representative directors.
(3) Term of Office	The term of office for a director shall be one year, but this shall not preclude reelection. Notwithstanding the foregoing, in principle, the term of office of the directors serving as the Chairman and the President and CEO shall not exceed six years.
(4) Remuneration	Remuneration provided to directors shall be within the monetary amount approved by a general meeting of shareholders and shall be decided by the board of directors, to which the Remuneration Committee will report the results of its study with respect to remuneration.
(5) Duties	Directors shall comply with laws, ordinances and the articles of incorporation and shall exercise the duty of a good manager to faithfully engage in their duties while taking into consideration the interests of all stakeholders. Directors shall not engage in activities contrary to the interests of the company. Moreover, the company shall be prohibited from making monetary loans to individual directors. Absent the consent of the company, directors shall not engage in their own businesses or concurrently serve in other posts. Directors, when trading stocks and the like, shall comply with laws, ordinances, and the internal regulations "Rules for the Prevention of Insider Trading," and shall exercise due care not to cause any suspicions of insider trading.

Executive Officers

(1) Executive Officer System	With the approval of the board of directors, the following executive officers shall be appointed and delegated the execution of work: President and CEO Executive Vice President Senior Managing Executive Officer Managing Executive Officer Executive Officer With the exclusion of the Chairman, all directors shall concurrently serve as executive officers.
(2) Appointment	Executive officers shall be appointed by resolution of the board of directors.
(3) Term of Office	The term of office for an executive officer shall be one year, but this shall not preclude reelection.
(4) Remuneration	Remuneration to executive officers shall be set as a position-based amount and shall reflect company performance and the evaluation of the executive officer. These standards shall be approved by the board of directors, to which the Remuneration Committee will report the results of its study with respect to remuneration. The amount of remuneration for an executive officer position shall be determined by the President and CEO based on the foregoing standards, pursuant to the authorization of the board of directors. Remuneration provided to executive officers also serving as directors shall be included in the remuneration provided as a director.
(5) Duties	Executive officers shall assume the same duties as the directors (see foregoing Item (5)).

Advisers

• With its goal of becoming a leading global company, the company shall appoint several outside knowledgeable persons as advisers, shall seek a wide variety of advice and proposals concerning management strategy, medium and long term issues, and the like from these advisers, and shall utilize the same in overall management.

Councils & Committees

(1) Management Council	A management council shall be established as an advisory body for the President and CEO, and shall engage in the exchange of opinions and information concerning basic policies and key matters related to management. The management council shall be comprised of the Chairman, the President and CEO and specific executive officers.
(2) Compliance Committee	The Compliance Committee shall strive for thorough compliance not only by the company but by all subsidiaries and affiliate companies in the group, based on the maintenance of management soundness.

Board of Corporate Auditors

(1) Role	The board of corporate auditors holds the authority prescribed by law and ordinances. In addition, decisions concerning auditing policies, methods for examining the status of the business and assets of the company, and other matters related to the execution of the duties of corporate auditors shall be made by resolution of this board.
(2) Composition	There shall be five corporate auditors, with three of these being outside corporate auditors.
(3) Administration	In principle, the board of corporate auditors shall meet once each month.

Corporate Auditors

(1) Role	Each corporate auditor shall audit the execution of duties by directors as members of the board of directors and as executive officers (representative directors). Corporate auditors may attend all other internal meetings, including those of the management council. Corporate auditors may also request directors, executive officers or employees to report about the business and may examine the status of the business and assets of the company. In addition, corporate auditors may request any subsidiary to report about its business and may examine the status of any subsidiaries' businesses and assets.
(2) Qualifications	Candidates for outside corporate auditors shall be honest in character, highly insightful and capable, hold a high degree of specialized knowledge and a wealth of experience in specific fields such as law, accounting, business management, and the like, and shall be persons who endorse the company's management principles and policies. Gender and nationality etc. shall be of no consequence. Candidates for internal corporate auditors shall be honest in character, highly insightful and capable, and shall have expert business knowledge and extensive experience. Gender and nationality etc. shall be of no consequence.
(3) Remuneration	Remuneration provided to corporate auditors shall be within the monetary amount approved by a general meeting of shareholders, and shall be decided upon mutual consultation of the corporate auditors.
(4) Duties	Corporate auditors shall attend meetings of the board of directors, and when necessary shall express their opinions thereat. Corporate auditors shall observe laws, ordinances and the articles of incorporation, and shall exercise the care of a good manager in the faithful execution of their duties. Corporate auditors, when trading stocks and the like, shall comply with laws, ordinances, and the internal regulations "Matters Related to Insider Trading," and shall exercise due care not to cause any suspicions of insider trading.

Disclosure of Information

• In an effort to bring an accurate understanding of the company's management policies and business activities to all stakeholders, the company shall strive to make full disclosure, not limiting itself to the disclosure of information required by law, but also actively pursuing the voluntary disclosure of information.