To whom it may concern

May 15, 2017

Sumitomo Mitsui Trust Holdings, Inc. (Securities Code: 8309 TSE, NSE)

Notice regarding Candidates for Directors and Executive Officers, the structure of the respective committees and the revision of the Basic Policy on Corporate Governance

Sumitomo Mitsui Trust Holdings, Inc. (President: Tetsuo Ohkubo; hereinafter "SuMi TRUST Holdings") has decided on a policy to further enhance SuMi TRUST Holdings' corporate governance by changing from being a company with a Board of Corporate Auditors to a company with Three Committees, subject to obtaining approval at its ordinary general meeting of shareholders for the sixth fiscal period, scheduled for June 2017, as it announced in the "Notice regarding Initiatives for the Enhancement of Corporate Governance of the Sumitomo Mitsui Trust Group" on February 14, 2017. SuMi TRUST Holdings hereby announces that it has decided today on candidates for the directors and the executive officers, and the structure of the respective committees after the change of becoming a company with Three Committees as well as on the revision of the Basic Policy on Corporate Governance of SuMi TRUST Holdings.

(See Attachment 1 for the corporate organization after the change of becoming a company with Three Committees.)

  1. Candidates for Directors

    New Position

    Name

    Position as of May 15, 2017

    Director, President (Representative Executive Officer)

    Tetsuo Ohkubo

    President (Representative Director) of SuMi TRUST Holdings, Director of Sumitomo Mitsui Trust Bank, Limited (hereinafter "SuMi TRUST Bank")

    Director,

    Senior Managing Executive Officer (Representative Executive Officer) (Newly appointed)

    Jiro Araumi

    Senior Managing Executive Officer of SuMi TRUST Holdings, Director, Senior Managing Executive Officer of SuMi TRUST Bank

    Director,

    Senior Managing Executive Officer (Representative Executive Officer) (Newly appointed)

    Toru Takakura

    Senior Managing Executive Officer of SuMi TRUST Holdings, Director, Senior Managing Executive Officer of SuMi TRUST Bank

    Director, Executive Officer (Newly appointed)

    Masaru Hashimoto

    Executive Officer of SuMi TRUST Holdings,

    President (Representative Director) of SuMi TRUST Bank

    Director

    Kunitaro Kitamura

    Director (Representative Director) of SuMi TRUST Holdings, Chairman of SuMi TRUST Bank

    Director

    Hitoshi Tsunekage

    Chairman (Representative Director) of SuMi TRUST Holdings, Director of SuMi TRUST Bank

    Director

    (Newly appointed)

    Yasuyuki Yagi

    Senior Corporate Auditor of SuMi TRUST Holdings

    Director

    (Newly appointed)

    Hiroshi Misawa

    Corporate Advisor of SuMi TRUST Bank

    Director

    (External Director)

    Soichi Shinohara

    Director (External Director) of SuMi TRUST Holdings, Emeritus Professor at Doshisha University,

    President of Kyoto Gakuen University

    Director

    (External Director)

    Takeshi Suzuki

    Director (External Director) of SuMi TRUST Holdings, Director (External Director) of AICHI CORPORATION

    Director

    (External Director)

    Mikio Araki

    Director (External Director) of SuMi TRUST Holdings, President of The Japan Economic Research Institute,

    Director (External Director) of Kintetsu Group Holdings Co., Ltd., Auditor (External Auditor) of Japan Freight Railway Company

    Director

    (External Director) (Newly appointed)

    Isao Matsushita

    Senior Executive Advisor of JXTG Holdings, Inc., Outside Director of Matsumotokiyoshi Holdings Co., Ltd., Outside Director of INPEX CORPORATION

    Director

    (External Director) (Newly appointed)

    Shinichi Saito

    Corporate Auditor (External Auditor) of SuMi TRUST Holdings, Representative Director, CO-CEO of Japan Industrial Solutions, Ltd. Director (External Director) of Meikoshokai Co., Ltd.

    Director

    (External Director) (Newly appointed)

    Takashi Yoshida

    Corporate Auditor (External Auditor) of SuMi TRUST Holdings, Certified Public Accountant,

    Corporate Auditor (External Auditor) of Nippon Seiro Co., Ltd., Director (External Director) of Cosmos Initia Co., Ltd.

    Director

    (External Director) (Newly appointed)

    Hiroko kawamoto

    Director (External Director) of SuMi TRUST Bank,

    Executive Vice President and COO of ANA Strategic Research Institute Co., Ltd.

  2. Candidates for Executive Officers

    New Position

    Name

    Responsibilities

    President (Representative Executive Officer)

    Tetsuo Ohkubo

    Senior Managing Executive Officer (Representative Executive Officer)

    Jiro Araumi

    Asset Management Business Planning Dept.

    Senior Managing Executive Officer (Representative Executive Officer)

    Toru Takakura

    Human Resources Dept.

    Senior Managing Executive Officer, Executive Officer

    Akihiko Shirayama

    Planning and Coordination Dept.

    Senior Managing Executive Officer

    Yoshiaki Koshimura

    Planning and Coordination Dept.

    Senior Managing Executive Officer

    Tadashi Nishimura

    Financial Planning Dept.

    Senior Managing Executive Officer

    Yutaka Nishida

    Risk Management Dept., Compliance Dept., Legal Dept., Fiduciary Duties Planning and Promotion Dept.

    Managing Executive Officer

    Koichi Onaka

    IR Dept.

    Managing Executive Officer

    Yasumi Nose

    IT & Business Process Planning Dept.

    Managing Executive Officer,

    Executive Officer

    Atsushi Kaibara

    Corporate Administration Dept., Corporate Secretariat

    Managing Executive Officer

    Akira Yokota

    Human Resources Dept.

    Managing Executive Officer

    Shigeki Tanaka

    Corporate Planning Dept., Corporate Secretariat

    Executive Officer

    Masaru Hashimoto

    Executive Officer

    Kiyomitsu Asahi

    Internal Audit Dept.

  3. The structure of the respective committees

[Outline of the respective committees]

Nominating Committee

Chairman:

Isao Matsushita (external)

Members:

five external members and two internal members

  • Determines the content of proposals regarding the election and dismissal of directors to be submitted to a shareholders meeting

  • Receives requests for consultation on the election and dismissal of executive officers including President and the succession plan of management from the Board of Directors, and deliberates and makes reports on these

  • Receives requests for consultation on the election and dismissal of directors from the Board of Directors of

SuMi TRUST Bank, and deliberates and makes reports on these

Compensation Committee

Chairman:

Isao Matsushita (external)

Members:

four external members and two internal members

  • Prescribes policy on decisions on the content of remuneration for individual executive officers and directors

  • Decides the content of remuneration for individual executive officers and directors in accordance with the policy stated above

  • Receives requests for consultation on policy on decisions on the content of remuneration for directors, etc.,

from the Board of Directors of SuMi TRUST Bank, and deliberates and makes reports on these

Audit Committee

Chairman:

Shinichi Saito (external)

Members:

three external members and two internal members

  • Audits the execution of duties by executive officers and directors and prepares audit reports

  • Determines the content of proposals regarding the election and dismissal of a financial auditor, and the refusal to reelect a financial auditor, to be submitted to a shareholders meeting

  • Exercises consent rights regarding decisions on remuneration of the financial auditor

Risk Committee

Chairman:

Mikio Araki (external)

Members:

four external members and one internal member (including two outside experts)

  • Receives requests for consultation on the following items from the Board of Directors, and reviews the appropriateness, etc. of them, and makes reports:

    • matters concerning the business environment surrounding Sumitomo Mitsui Trust Group (hereinafter "SuMi TRUST Group"), top risks, and materiality;

    • matters concerning the management of risk appetite framework, risk management, and monitoring the effectiveness of the internal control system related to compliance management of SuMi TRUST Group; and

    • other matters to be deemed necessary by the Board of Directors.

Sumitomo Mitsui Trust Holdings Inc. published this content on 15 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 May 2017 07:12:10 UTC.

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