1. (1)With the Three Corporate Principles for a corporate philosophy, MC strives to continuously increase corporate value through corporate activities rooted in the principles of fairness and integrity. MC believes that by helping to enrich society, both materially and spiritually, it will also meet the expectations of all its stakeholders. In order to achieve these goals, MC recognizes the continuous strengthening of corporate governance as a fundamental management policy since it is the foundation for ensuring sound, transparent, and efficient management.
2. (2)Under MC’s basic policy on corporate governance set forth in the preceding paragraph, MC has adopted a Company with an Audit & Supervisory Committee to achieve a) separation of oversight and execution in management, b) oversight of management based on sufficient deliberation by the Board of Directors, and c) timely and decisive decision-making which has ability to respond to changes by delegating partial decision-making authority for the execution of important operations to the President and CEO and other Executive Directors.
3. (3)Under this corporate governance system set forth in the preceding paragraph, the Executive Directors, who have been designated by the Board of Directors, shall formulate management strategies and business plans, etc., and subsequently the Board of Directors shall deliberate and determine them. The Executive Directors shall periodically report on the progresses of these strategies and plans to the Board of Directors, and the Board of Directors shall monitor those progresses to continuously increase corporate value.
4. (4)MC shall establish internal rules and regulations for such matters as codes of conduct for officers and employees; company-wide lateral management systems; and measures for prevention, correction, and improvement; and internal whistleblower systems. After informing all parties, MC shall rigorously reflect the rules and regulations in operations and realize its compliance system. MC shall also establish appropriate internal control systems, check the operating status of these systems on an annual basis, and endeavor to continuously improve and strengthen them.

Since the 2000’s, MC has been promoting corporate governance reforms under the basic policy set forth in the preceding paragraph. To realize management and business execution that promotes growth while anticipating changes and transforming and strengthening businesses, MC continuously strives to increase corporate value while ensuring sufficient deliberation and effective oversight by the Board of Directors.

While MC continues to enhance the function of corporate governance under its current corporate governance system “a Company with an Audit & Supervisory Board”, MC transitioned to a Company with an Audit & Supervisory Committee upon approval at the 2024 Ordinary General Meeting of Shareholders to be held in June 2024 in order to further enhance our ability to respond to accelerating changes in the current external environment surrounding MC’s businesses. In addition to expediting decision-making through the delegation of authority, this transition has enhanced and improved the monitoring function of the Board of Directors by enhancing deliberations centered on management policies and strategies at the Board of Directors meetings, thereby increasing corporate value.

(Note)
*MC’s Standards for Independent Directors
To make a judgment of independence, Mitsubishi Corporation (MC) checks if the person concerned meets the conditions for Independence Criteria prescribed by the Tokyo Stock Exchange, Inc., and whether the person concerned is currently any of the following items (1) to (7) and whether they have been at any time in the past 3 fiscal years.
If a person is still judged by MC to be effectively independent despite one or more of the below items (1) to (7) applying, MC will explain and disclose the reason for their appointment as an Independent Director.

1. (1)A major shareholder of MC (a person or entity directly or indirectly holding 10% or more of the voting rights), or a Member of Business Personnel^*1 of such shareholder.
2. (2)A Member of Business Personnel of a creditor of MC exceeding the threshold set by Mitsubishi Corporation^*2.
3. (3)A Member of Business Personnel of a supplier or a customer of MC exceeding the threshold set by MC^*3.
4. (4)A provider of professional services, such as a consultant, lawyer, or certified public accountant, receiving cash or other financial benefits from MC, other than Directors’ remuneration, where the amount exceeds ¥10 million per fiscal year.
5. (5)A representative or partner of MC’s Independent auditor.
6. (6)A person belonging to an organization that has received donations exceeding a certain amount^*4 from MC.
7. (7)A person who has been served as an Outside Director and/or an Outside Audit & Supervisory Board Member of MC for more than 8 years.

• *1A “Member of Business Personnel” in this MC’s Standards for Independent Directors refers to a managing director, corporate officer, Executive Officer, or other employee of a company.
• *2“Creditors exceeding the threshold set by MC” refer to creditors to whom MC owes an amount exceeding 2% of MC’s consolidated total assets.
• *3“Suppliers or customers exceeding the threshold” set by MC refer to suppliers or customers whose transaction amount with MC exceed 2% of MC’s consolidated revenues.
• *4“Donations exceeding a certain amount” refer to donations of more than ¥20 million per fiscal year.

Directors are appointed in light of their experience, insight, expertise and overall character. At the Board of Directors, these individuals deliberate based on variety of viewpoints to realize transparent, fair, timely and decisive decision-making and highly effective t oversight of the management. The areas of experience, insight and expertise judged to be important for MC’s Board of Directors and the reasons for their adoption are shown below.

(notes)

• *The matrix does not represent all the experience, insight or expertise of the Directors.
• *The applicability of each skill area in the matrix is judged based mainly on the individuals’ experience in former positions, their current positions and their formal qualifications.
• *The matrix shows the Directors as of June 21, 2024.

• *Percentage of Independent Outside Directors among Total Directors：46.7% (7/15)
• *Percentage of Women among Total Directors：26.7% (4/15)

The Board of Directors deliberates on important management issues, and supervises business execution through reports on major items in Midterm Corporate Strategy 2024, the business strategy of Business Groups, and so on.
The results of the deliberations in FY2023 are as follows.

<Agenda of the Board of Directors in the Fiscal Year Ended March 31, 2023>

・Management Strategy and Sustainability-related items
Business Strategy Committee report/ Management Strategy Meeting report/ EX progress report/ Business Execution reports (risk management, human resources strategy, regional strategy, stakeholder engagement and sustainability-related measures including discussion for Shareholder Proposals)

・Governance-related and corporate-related items
Governance, Nomination and Compensation Committee report/ International Advisory Committee report/ Evaluation of the effectiveness of the Board of Directors/ Appointments of the Board and Audit & Supervisory Board Members, Appointments of the Chairman and President, Appointments of Executive Officers/ Remuneration for Directors and Audit & Supervisory Board Members/ Organizational structure/ Rules and regulations/ Financial Statements/ Share Repurchase and Cancellation Policy/ Fundraising policy/ Verification of holding policy for listed share/ Ordinary General Meeting of Shareholders related items/ Compliance report/ Internal control systems/ Company indemnification agreements/ Items related to directors and officers (D&O) liability insurance

・Investment and finance proposals
Chiyoda Corporation/ Iron Ore Company of Canada/ Mitsubishi Development Pty Ltd/ Anglo American Sur/ Mitsubishi HC Capital Inc/ Cermaq Norway Salmon/ Mitsubishi Motors Corporation/ GAC Mitsubishi Motors Co., Ltd./ Lithium Energy Japan/ Integrated Coal Gasification Combined Business/ Nexamp/ HERE Technologies/ Princes Limited/ Lawson, Inc/ Diamond Realty Investments/ Onahama Petroleum Co., Ltd. Distribution Terminal etc.

Since its establishment in 2001, the Governance Committee has evolved in form and the matters it deliberates in response to changes in the internal and external environment. Since 2015, it has collectively deliberated on the three themes of governance, nomination, and compensation.

• Consideration of Transition to a Company with an Audit & Supervisory Committee
• Evaluation of the effectiveness of the Board of Directors
• Successor requirements and basic policies concerning the appointment and dismissal of President and Chief Executive Officer
• Review of the remuneration package including the remuneration package after the transition to a Company with an Audit & Supervisory Committee, the policy for setting remuneration, the appropriateness of remuneration levels and composition, and linkage to sustainability factors
• The Year of Disruptive Choices – Global Elections in 2024
• The sudden rise of AI – Risks and Rewards
• Soft Power in the Global South – Leveraging Influence and Prosperity

For the purpose of strengthening corporate governance on an ongoing basis, enhancing the objectivity and transparency of the nomination process undertaken by the Board of Directors, and ensuring the fairness of this process, the Corporate Governance and Nomination Committee shall deliberate and monitor the matters below with the participation of all Independent Directors.

For the purpose of enhancing the objectivity and transparency of the policy for setting Directors’ and Executive Officers’ remuneration and the remuneration amount, both determined by the Board of Directors, and ensuring fairness throughout the determination process, the Compensation Committee shall deliberate, monitor and/or determine the matters below.

The Committee comprises overseas experts from various backgrounds, including industry, government, and academia, and provides recommendations and advice from an international perspective through exchange of opinions and discussions on the external environment with a focus on world affairs.

Prior to each Board of Directors meeting, opportunities are created for the management executives of the Corporate Staff Section and Business Groups to provide explanatory summaries of the agenda items for which they are responsible to Independent Directors in order to facilitate substantive deliberations at the meetings. The sessions are also utilized to appropriately share timely information that helps enhance deliberations.

• Times of sessions :13 times
• Length of sessions : 2.5 to 3 hours for a meeting (total : 33 hours)

Meetings are held regularly to provide a forum for free discussion amongst Independent Directors on a wide range of topics.

MC has set up dialogues with the Business Group CEOs and Business Division COOs, small-group discussions with Executive Vice Presidents, and dialogues with mid-level and young employees to strengthen interaction between Independent Directors and officers and employees.

For further understanding of MC’s wide-ranging businesses, every year, the Independent Directors visit business sites of subsidiaries and affiliates and hold dialogues with their management and executives. In the fiscal year ended March 31, 2024, Independent Members of the Board visited Quellaveco copper mine in Peru, which develops copper as a key to the transition to a decarbonized society and salmon farming sites of Cermaq, which is one of the major growth drivers of Food Industry Group. Through dialogues with the top managements of those companies, the visitors confirmed the business strategies and progresses, including initiatives aimed at harmony with local communities, environmental considerations and status of operational digitalization. Dialogues were also held with mid-career and younger employees stationed in the countries.

In order to deepen the understanding regarding the Company of new Independent Directors, orientation sessions are held by each division and group.

MC may hold shares, acquired for purposes other than pure investment, as a means of creating business opportunities and building, maintaining and strengthening business and partner relationships. When acquiring these shares, MC confirms necessity of its acquisition based on the reason and economic rationale of the purchase in accordance with internal rules. Also, MC annually reviews the rationality of continuing to hold these shares at the Board of Directors and aims to reduce holdings of shares with decreased reason.

In an effort to utilize personnel with experience in markets and investment, those responsible for pension management are appointed from the Finance Department of MC and serve concurrently as employees of the Mitsubishi Corporation Pension Fund. The basic policy and management guidelines for safe and efficient management of the reserve are drafted and issued to institutions contracted to undertake management, which are then monitored constantly. Marked with the responsibility for autonomous allocations it holds, the fund has announced its acceptance of Japan’s Stewardship Code and requires the institutions entrusted with management of the assets to perform stewardship activities.

For the appointment of the President and CEO, the Corporate Governance and Nomination Committee, where Independent Directors have a majority (7 Independent Directors out of 10 Committee Members), shall deliberate and review the requirements for the roles associated with this position and the basic policy on appointment, as well as candidates, then the Corporate Governance and Nomination Committee shall propose appointments to the Board of Directors, which shall finally be resolved by the Board of Directors. The Board of Directors shall also deliberate and determine appointments of Executive Officers and their respective duties.
Based on the appointment policy, the President and CEO shall prepare a proposal for the election of candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members), which shall be deliberated by the Corporate Governance and Nomination Committee, and shall be submitted to the general meeting of shareholders after being resolved by the Board of Directors as a proposal for the election of Directors (excluding Directors who are Audit & Supervisory Committee Members).
The President and CEO, in consultation with Full-time Audit & Supervisory Committee Members, based on the appointment policy, shall prepare a proposal for the appointment of candidates for Directors who are Audit & Supervisory Committee Members. After deliberation by the Corporate Governance and Nomination Committee, and with the consent of the Audit & Supervisory Committee, a proposal for the election of candidates for Directors who are Audit & Supervisory Committee Members shall be resolved by the Board of Directors and submitted to the general meeting of shareholders.

MC appoints, as necessary, retired executives (President and CEO) to the position of Corporate Advisory. Currently, one Corporate Advisory is appointed. The Corporate Advisory does not serve as a Director. He does not participate in internal management meetings and is not involved in the Company’s decision-making process. He mainly engages in external activities that carry high social significance based on requests to the Company.
With effect from July 2020, the Honorary Chairman executes his duties on a part-time basis, with no remuneration.