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Mitsubishi Corporation’s Basic Policy on Corporate Governance

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Mitsubishi Corporation’s corporate philosophy is enshrined in the Three Corporate Principles. Through corporate activities rooted in the principles of fairness and integrity, Mitsubishi Corporation strives to continuously raise corporate value. Mitsubishi Corporation believes that by helping to enrich society, both materially and spiritually, it will also meet the expectations of shareholders, customers and all other stakeholders. In order to achieve these goals, Mitsubishi Corporation recognizes strengthening corporate governance on an ongoing basis as an important management issue as it is a foundation for ensuring sound, transparent and efficient management. Mitsubishi Corporation, based on the Audit & Supervisory Board System, is thus working to put in place a corporate governance system that is even more effective. This includes strengthening management supervision through such measures as appointing Independent Directors and Independent Audit & Supervisory Board Members who satisfy the conditions for "Independent Directors/Auditors" under the listing rules of the Tokyo Stock Exchanges, Inc., and establishing advisory bodies to the Board of Directors where the majority of members are Independent Directors, Independent Audit & Supervisory Board Members and Outside Members. At the same time, Mitsubishi Corporation uses the executive officer system, etc., for prompt and efficient decision-making and business execution.

Corporate Governance Framework (As of June 24, 2022)

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Board of Directors

The Board of Directors is responsible for making decisions concerning important management issues and overseeing business execution. In-house Directors utilize their rich experience of working within Mitsubishi Corporation and Independent Directors utilize their practical, objective, and professional perspectives to ensure appropriate decision-making and management oversight.

Composition and Size of the Board of Directors and the Policy and Process for Appointing Nominated Directors
Composition and Size The composition and size of the Board of Directors is appropriately determined to help it maintain transparent, fair, timely and decisive decision-making and carry out effective oversight, with one third or more being made up of Independent Directors.
Appointment Policy To ensure decision-making and management oversight are appropriate for Mitsubishi Corporation which is involved in diverse businesses and industries in a wide range of fields, and from the perspective of ensuring diverse standpoints, several Directors are appointed from both within and outside Mitsubishi Corporation with the depth of experience and high levels of knowledge and expertise needed for fulfilling their duties.
  In-house Directors In addition to Chairman of the Board and President & CEO, Mitsubishi Corporation’s in-house Directors are elected from Executive Officers (Senior Executive Vice Presidents & Executive Vice Presidents) responsible for companywide management so that they can fully leverage their abundant business experience to ensure appropriate decision making and robust management supervision by the Board of Directors.
Independent Directors Independent Directors are appointed from those who possess a practical perspective of highly experienced company officers and those who possess an objective and professional perspective with a deep insight on global dynamics and socio-economic trends. These individuals thus contribute to appropriate decision making and robust management supervision by the Board of Directors as they bring diverse perspectives into its deliberations.
Appointment Process In line with policies described above, the President & CEO proposes a list of nominated Directors, which is then deliberated at the Governance, Nomination and Compensation Committee and resolved by the Board of Directors before being presented at the Ordinary General Meeting of Shareholders.
Skills Matrix of Directors and Audit & Supervisory Board Members


Directors and Audit & Supervisory Board Members are selected in light of their experience, knowledge, expertise and overall character. At the Board of Directors, these individuals deliberate based on diverse perspectives to ensure appropriate decision making and robust management supervision. The areas of experience, knowledge and expertise that each Director and Audit & Supervisory Board Member possesses are shown below. The matrix below shows the areas in which each Director and Audit & Supervisory Board Member has experience, knowledge or expertise.

* The table below does not represent all the experience, knowledge or expertise of the Director or Audit & Supervisory Board Members.

* The applicability of each skill area in the table below is judged based mainly on the individuals’ experience in former positions, their current positions and their formal qualifications.

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Composition of the Board of Directors

Board of Directors’ Structure (As of June 24, 2022)
Total 11
Number of non-executive and non-independent Directors (Chairman of the Board) 1
Number of Executive Officers 5
Number of Independent Directors (number of women) 5(2)
Operation of the Board of Directors (As of June 24, 2022)

The Board of Directors includes Audit & Supervisory Board Members in addition to Directors. The Board operates as follows:

Position Director Audit & Supervisory
Board Member
Total
Chairman (Non-executive, non-managerial) 1 - 1
Number of Executive Officers/Number of Full-time Audit & Supervisory Board Members 5 2 7
Number of Independent Directors/Independent Audit & Supervisory Board Members (number of women) 5(2) 3(2) 8(4)
Board of Directors Structure (As of June 24, 2022)
In-house Directors Job History, Positions and Responsibilities Attendance at Board of Directors Meetings (FY2021) Attendance at Governance, Nomination & Compensation Committee Meetings
(FY2021)
Number of meetings attended/held Attendance rate Number of meetings attended/held Attendance rate
Takehiko Kakiuchi Apr. 1979 Joined Mitsubishi Corporation
Apr. 2010 Senior Vice President, Division COO, Foods (Commodity) Div.
Apr. 2011 Senior Vice President, General Manager, Living Essential Group CEO Office,
Division COO, Foods (Commodity) Div.
Apr. 2013 Executive Vice President, Group CEO, Living Essentials Group
Apr. 2016 President & CEO
Jun. 2016 Director, President & CEO
Apr. 2022 Chairman of the Board (present position)
Regular:11/11
Extraordinary:2/2
100% 5/5 100%
Katsuya Nakanishi*1 Apr. 1985 Joined Mitsubishi Corporation
Apr. 2016 Senior Vice President, Regional CEO, Middle East & Central Asia
Apr. 2018 Senior Vice President, Division COO, New Energy & Power Generation Div.
Apr. 2019 Executive Vice President, Group CEO, Power Solution Group
Apr. 2020 Executive Vice President, Group CEO, Power Solution Group,
Power & Retail DX Task Force Leader
Apr. 2021 Executive Vice President, Group CEO, Power Solution Group,
Power & Retail DX Task Force Leader,
EX Task Force Leader
Apr. 2022 President & CEO
Jun. 2022 Director, President & CEO (present position)
- - - -
Norikazu Tanaka Apr. 1982 Joined Mitsubishi Corporation
Apr. 2014 Senior Vice President, Deputy Division COO, Mineral Resources Investment Div.
Apr. 2015 Senior Vice President, Division COO, Mineral Resources Investment Div.
Apr. 2018 Executive Vice President, Group CEO, Metals Group
Apr. 2019 Executive Vice President, Group CEO, Mineral Resources Group
Apr. 2022 Executive Vice President, Group CEO, Mineral Resources Group,
EX Task Force Leader 
Jun. 2022 Director, Executive VicePresident, Group CEO, MineralResources Group, EX Task ForceLeader (present position)
- - - -
Yasuteru
Hirai*1
Apr. 1984 Joined Mitsubishi Corporation
Apr. 2014 Senior Vice President, Deputy Regional CEO, East Asia,
President, Mitsubishi Corporation (Shanghai) Ltd., General Manager, Shanghai Office
Apr. 2017 Senior Vice President, Regional CEO, East Asia, President, Mitsubishi Corporation China Co., Ltd.,
General Manager, Beijing Branch
Oct. 2018 Senior Vice President, Regional CEO, East Asia, President, Mitsubishi Corporation China Co., Ltd.,
General Manager, Beijing Branch,
President, Mitsubishi Corporation (Guangzhou) Ltd.
Apr. 2019 Senior Vice President, President, Mitsubishi Corporation China Co., Ltd., General Manager, Beijing Branch
Apr. 2020 Executive Vice President, President, Mitsubishi Corporation China Co., Ltd., General Manager, Beijing Branch
Apr. 2021 Executive Vice President, Corporate Functional Officer, Global Strategy, Chief Compliance Officer,
Officer for Emergency Crisis Management Headquarters
Jun. 2021 Director, Executive Vice President, Corporate Functional Officer, Global Strategy,
Chief Compliance Officer,
Officer for Emergency Crisis Management Headquarters (present position)
Regular:8/8
Extraordinary:2/2
*3
100% - -
Yutaka Kashiwagi*1
Apr. 1986 Joined Mitsubishi Corporation
Apr. 2018 Senior Vice President, Division COO, Environmental Business Div.
Apr. 2019 Senior Vice President, General Manager, Power Solution Group CEO Office
Apr. 2021 Executive Vice President, Corporate Functional Officer, Business Development for Japan, General Manager, Kansai Branch
Jun. 2021 Director, Executive Vice President, Corporate Functional Officer, Business Development for Japan, General Manager, Kansai Branch
Apr. 2022 Director, Executive Vice President, Corporate Functional Officer, CDO, CAO, Corporate
Communications, Corporate Sustainability & CSR (present position)
Regular:8/8
Extraordinary:2/2
*3
100% - -
Yuzo
Nouchi*1
Apr. 1987 Joined Mitsubishi Corporation
Apr. 2019 Senior Vice President, General Manager, Corporate Accounting Dept.
Apr. 2022 Executive Vice President, Corporate Functional Officer, CFO
Jun. 2022 Director, Executive Vice President, Corporate Functional Officer, CFO (present position)
- - - -
Independent Directors Job History, Positions and Responsibilities Attendance at Board of Directors Meetings (FY2021) Attendance at Governance, Nomination & Compensation Committee Meetings
(FY2021)
Number of meetings attended/held Attendance rate Number of meetings attended/held Attendance rate
Akitaka Saiki*2 Apr. 1976 Joined the Ministry of Foreign Affairs of Japan
Held the position of:
Director-General, Asian and Oceanian Affairs Bureau,
Ambassador to the Republic of India, concurrently to the Kingdom of Bhutan,
Deputy Minister for Foreign Affairs, and Vice Minister for Foreign Affairs
Jun. 2016 Retired from Ministry of Foreign Affairs of Japan
Sep. 2016 Corporate Adviser, Mitsubushi Corporation (resigned in Jun. 2017)
Jun. 2017 Director, Mitsubushi Corporation (present position)
Regular:11/11
Extraordinary:2/2
100% 5/5 100%
Tsuneyoshi Tatsuoka
*2
Apr. 1980 Joined the Ministry of International Trade and Industry (present Ministry of Economy, Trade and Industry (METI))
Held the position of:
Counsellor, Cabinet Secretariat (Office of Assistant Chief Cabinet Secretary), Deputy Vice-Minister of
Economy, Trade and Industry, and Vice Minister of METI
Jul. 2015 Retired from METI
Jan. 2018 Corporate Adviser, Mitsubushi Corporation (resigned in Jun. 2018)
Jun. 2018 Director, Mitsubushi Corporation (present position)
Regular:11/11
Extraordinary:2/2
100% 5/5 100%
Shunichi Miyanaga*2 Apr. 1972 Joined Mitsubishi Heavy Industries, Ltd. (“MHI”)
Apr. 2006 Senior Vice President, MHI
Apr. 2008 Executive Vice President, MHI
Jun. 2008 Director, Executive Vice President, MHI
Apr. 2011 Director, Senior Executive Vice President, MHI
Apr. 2013 Director, President, MHI
Apr. 2014 Director, President and CEO, MHI
Apr. 2019 Chairman of the Board, MHI (present position)
Jun. 2019 Director, Mitsubushi Corporation (present position)
Regular:11/11
Extraordinary:2/2
100% 5/5 100%
Sakie Akiyama*2 Apr. 1987 Joined Arthur Andersen & Co. (currently Accenture PLC) (resigned in Apr. 1991)
Apr. 1994 Founder and CEO, Saki Corporation
Oct. 2018 Founder, Saki Corporation (advisor) (present position)
Jun. 2020 Director, Mitsubushi Corporation (present position)
Regular:11/11
Extraordinary:1/2
92% 5/5 100%
Mari Sagiya*2 Apr. 1985 Joined IBM Japan, Ltd.
Jul. 2002 Director, IBM Japan, Ltd.
Jul. 2005 Senior Vice President, IBM Japan, Ltd. (resigned in July 2014)
Jul. 2014 Executive Vice President, SAP Japan Co., Ltd. (resigned in December 2015)
Jun. 2016 Executive Vice President, Chief Marketing Officer, Salesforce.com Co., Ltd. (currently Salesforce Japan Co., Ltd.) (resigned in August 2019)
Jun. 2022 Director, Mitsubushi Corporation (present position)
- - - -
  1. *1 Indicates a Representative Director.
  2. *2 Indicates the fulfillment of the conditions for Outside Directors as provided for in Article 2, Item 15 of the Companies Act. Also indicates the fulfillment of the conditions for Independent Directors / Auditors as specified by Tokyo Stock Exchange, Inc. as well as selection criteria for Independent Directors specified by Mitsubishi Corporation.
  3. *3 Indicating attendance after appointment as Independent Director on June 25, 2021.
Number and Percentage of Independent Directors

* Based on the status as of June 24, 2022

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Matters Deliberated by the Board of Directors

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【英語】2020年度 取締役会実績

The Board of Directors deliberates on important management issues, and supervises business execution through reports on primary matters in Midterm Corporate Strategy, the business strategy of Business Groups, and so on. In addition, matters requiring resolution in accordance with laws and regulations, and loan and investment proposals exceeding a monetary threshold standard set by the Company are deliberated and resolved with an emphasis not only on the economic aspects, but also on ESG perspectives. Mitsubishi Corporation has also constructed appropriate internal control systems, and checks their operational status every year in order to work toward their continuous improvement and strengthening.Business execution other than these matters for resolution by the Board of Directors is entrusted to Executive Officers by appointing the President as the Chief Executive Officer responsible for business execution, and the Executive Committee (meets twice monthly) as a management decision-making body. Throughout the fiscal year ended March 31, 2022, the Board of Directors reviewed Midterm Corporate Strategy 2021 both at its meetings and using other opportunities for discussion on a supplementary basis. The Board of Directors also exchanged opinions with executives regarding Midterm Corporate Strategy 2024 from the initial formulation stages onward, monitoring the formulation process and maintaining appropriate involvement. The results of the Board’s deliberations are as follows.

<Agenda of the Board of Directors in the Fiscal Year Ended March 31, 2022>

  • Management strategy-related items
    Business Strategy Committee Meeting report/ Roadmap to a Carbon Neutral Society, Business Execution reports (Non-Financial Risks/ Financial Risk Management/ Human Resources Strategy/ Domestic Development/ Regional Strategy/ Dialogue with Shareholders and Investors/ EX and DX Strategy progress report
  • Corporate-related items
    Appointments of the Board and Audit & Supervisory Board Members/ Appointments of the Chairman and President/ Appointments of Executive Officers/ Revision of the remuneration system for Executive Directors/ Financial Statements/ Fundraising policy/ Verification holding policy for listed shares/ Sustainability and social contribution-related policies/ Compliance report/ Internal control systems/ Company Indemnification agreements, items related to directors and officers (D&O) liability insurance
  • Loan and investment proposals
    Confirmation of business status related to the Tangguh LNG expansion project, Breakthrough Energy Catalyst, LNG Canada project, Dunlin project in the UK North Sea, Onahama Petroleum Co., Mitsubishi Development Pty Ltd, Chiyoda Corporation, FPSO time chartering projects, Lawson Inc., Mitsubishi Shokuhin Co., domestic offshore wind power generation business, Vermillion Aviation Holdings Limited, and HERE.
  • Other
    General Meeting of Shareholders-related items/ Governance, Nomination and Compensation Committee report/ Evaluation of the effectiveness of the Board of Directors in the fiscal year ended March 31, 2022/ Russia-Ukraine situation
MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Board of Directors’ Advisory Bodies

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【英語】主な付議テーマ

Governance, Nomination and Compensation Committee

A majority of the Committee members are Independent Directors. It deliberates on matters related to governance, nomination and compensation.

Composition of the Committee (Committee Chairman) (As of June 24, 2022)
  • Independent Members (5):
    Akitaka Saiki (Independent Director), Tsuneyoshi Tatsuoka (Independent Director), Shunichi Miyanaga (Independent Director), Sakie Akiyama (Independent Director), Mari Sagiya (Independent Director)
  • In-house Members (3):
    Takehiko Kakiuchi (Chairman of the Board), Katsuya Nakanishi (Director, President & CEO), Hajime Hirano (Full-time Audit & Supervisory Board Member)

Number and Percentage of Independent Directors

* Based on status as of June 24,2022

Main Discussion Themes
  • Policies on securing conformity with the Revised Corporate Governance Code
  • Requirements for the President and CEO and basic policies concerning the appointment and dismissal of the President and CEO, as well as personnel proposal of the President and CEO
  • Review of the remuneration package including the policy for setting remuneration and appropriateness ofremuneration levels and composition
  • Evaluation of the effectiveness of the Board of Directors
MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

President’s Performance Evaluation Committee

The President’s Performance Evaluation Committee has been established as a subcommittee to the Governance, Nomination and Compensation Committee, comprising the Chairman of the Board and Independent Directors as the parent committee to deliberate the assessment on the President’s performance. The President is not a member of the Committee.

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

International Advisory Committee

The International Advisory Committee has met annually since its establishment in 2001. The committee comprises experts with a wide range of backgrounds in government, business and academia. Members of the committee offer advice from an international standpoint with respect to MC’s management and corporate strategies as it develops its business globally. The committee also deliberates and reports on geopolitical and economic conditions. The International Advisory Committee fulfills a crucial role in deepening discussions in meetings of the Board of Directors.

International Advisory Committee
Total 11
Number of in-house committee members 3
Number of outside committee members (Outside Directors and Audit & Supervisory Board Members) 2
Number of outside committee member (overseas) 6
Overseas Members(As of July 1, 2021)
Member Nationality Title Principal area of specialization and background
Ambassador Richard Armitage United States of America Former United States Deputy Secretary of State Ambassador Armitage previously served as Special Emissary to Jordan and United States Deputy Secretary of State. He is widely experienced in foreign diplomacy, is a leading expert on Asia and Japan within the US and is acknowledged as an authority on the Middle East.
Professor Joseph S. Nye United States of America Harvard University Distinguished Service Professor Professor Nye is a globally renowned scholar in the field of geopolitics. He has extensive networks not only in academia, but also in political and economic circles. Within the International Advisory Committee, he provides an annual overview of the international situation and makes valuable suggestions regarding industry trends.
Mr. Ratan N. Tata India Chairman, Tata Trusts Mr. Tata has expanded his business presence to over 100 countries worldwide and has particularly deep knowledge of industrial as well as political and economic developments in India.
Mr. George Yeo Singapore Former Chairman, Kerry Logistics Network Mr. Yeo has previously served as Singapore’s Minister for Information and the Arts, Minister for Health, Minister for Trade and Industry, and Minister for Foreign Affairs. His background brings a wealth of knowledge in the geopolitical situation in ASEAN and China to the committee.
Mr. Niall FitzGerald, KBE Ireland Former CEO and Chairman, Unilever Mr. FitzGerald, KBE has served as Chairman of several major companies such as Reuters and Unilever, as well as the British Museum. He has an outstanding knowledge of both geopolitics and industry, and his consideration of the impacts of geopolitical changes on business provides valuable advice for the International Advisory Committee.
Mr. Jaime Augusto Zobel de Ayala II The Philippines Chairman, Ayala Corporation Mr. Zobel has experience in growing a global business launched from the ASEAN region, and therefore has a thorough knowledge of various geopolitical and industry trends in Asia, particularly in the ASEAN region.
Japanese Members (As of April 1, 2022)
  • Chairman of IAC  Takehiko Kakiuchi  Chairman of the Board
  • Katsuya Nakanishi  President
  • Yasuteru Hirai  Member of the Board, Executive Vice President
  • Akitaka Saiki  Independent Director
  • Tsuneyoshi Tatsuoka  Independent Director
Main discussion themes
  • Impact of the COVID-19 pandemic by country: Europe, the United States, China, emerging countries
  • Geopolitics stemming from U.S.-China relations: Supply chain reshuffling, the Taiwan problem
  • Global challenges and trends: Climate change, digital currency
MC SIM事務局, 地域総括部 対外企画チーム(PM-W)

Independent Directors and Independent Audit & Supervisory Board Members

Independent Directors and Independent Audit & Supervisory Board Members are as follows (as of June 24, 2022).

Independent Directors
  • Member of the Governance, Nomination and Compensation Committee
  • Member of the International Advisory Committee
  • Akitaka Saiki

    Main career: Former Vice-Minister of Foreign Affairs, Ministry of Foreign Affairs of Japan

    Number of years on Board of Directors: 5 years

    Mr. Saiki’s work with Japan's Ministry of Foreign Affairs has given him sensitive insight into geopolitics. He also possesses keen expertise in country risk and a broad network of contacts in that area.

    Attendance at Board Meetings (FY2021)
    Regular: held 11 times, attended 11 times 
    Extraordinary: held 2 times, attended 2 times [100% attendance rate]

    Attendance at Governance, Nomination and Compensation Committee Meetings (FY2021)
    Held 5 times, attended 5 times [100% attendance rate]

  • Tsuneyoshi Tatsuoka

    Main career: Former Vice-Minister of Economy, Trade and Industry, Ministry of Economy, Trade and Industry of Japan

    Number of years on Board of Directors: 4 years

    Having worked at Japan's Ministry of Economy, Trade and Industry, where he has long engaged in the field of public policies regarding economy and industry, Mr. Tatsuoka brings to Mitsubishi Corporation’s Board keen knowledge about the country’s industrial sector as a whole along with contributing his deep insight into sustainability issues, including those related to environmental and energy policies.

    Attendance at Board Meetings (FY2021)
    Regular: held 11 times, attended 11 times
    Extraordinary: held 2 times, attended 2 times [100% attendance rate]

    Attendance at Governance, Nomination and Compensation Committee Meetings (FY2021)
    Held 5times, attended 5 times [100% attendance rate]

  • Shunichi Miyanaga

    Main career: Chairman of the Board, Mitsubishi Heavy Industries, Ltd.

    Number of years on Board of Directors: 3 year

    Mr. Miyanaga has spent many years at the helm of a listed manufacturing conglomerate that is engaged in businesses all over the world. He brings to Mitsubishi Corporation’s Board global management experience as well as his keen insight into such technologies as decarbonization-related technologies.

    Attendance at Board Meetings (FY2021)

    Regular: held 11 times, attended 11 times 
    Extraordinary: held 2 times, attended 2 times [100% attendance rate]

    Attendance at Governance, Nomination and Compensation Committee Meetings (FY2021)
    Held 5times, attended 5 times [100% attendance rate]

  • Sakie Akiyama

    Main career: Founder and CEO, Saki Corporation

    Number of years on Board of Directors: 2 year

    After working as an international business consultant, Ms. Akiyama founded a firm specializing in robotic inspection systems for the electronics assembly markets and developed it into a global enterprise. Ms. Akiyama brings to Mitsubishi Corporation’s board of directors her in-depth insight into the digital and IT spaces that was accumulated over the course of the above endeavors in addition to contributing a wealth of know-how in innovation.

    Attendance at Board Meetings (FY2021)
    Regular: held 11 times, attended 11 times
    Extraordinary: held 2 times, attended 1 time [92% attendance rate]

    Attendance at Governance, Nomination and Compensation Committee Meetings (FY2021)
    Held 5times, attended 5 times [100% attendance rate]

  • Mari Sagiya

    Main career: Senior Vice President, IBM Japan, Ltd.

    Appointed June 2022

    Backed by her extensive expertise in leading corporate transformations of multiple companies, Ms. Sagiya has worked in top management at multiple global IT companies. Mitsubishi Corporation expects that she brings to Mitsubishi Corporation’s Board a wealth of know-how in digital transformation (DX).
Independent Audit & Supervisory Board Members
  • Rieko Sato

    Main career: Partner, ISHII LAW OFFICE

    Number of years on Audit & Supervisory Board: 2 year

    Ms. Sato possesses profound knowledge of corporate law practice (Companies Act, Financial Instruments & Exchange Act, compliance, etc.) based on her extensive experience as an attorney, as well as a management perspectives gained through extensive experience as an Independent Director and Independent Audit & Supervisory Board Member.

    Attendance at Board Meetings (FY2021)
    Regular: held 11 times, attended 11 times
    Extraordinary: held 2 times, attended 2 time [100% attendance rate]

    Attendance at Audit & Supervisory BoardMeetings (FY2021)
    Held 12 times, attended 12 times [100% attendance rate]

  • Takeshi Nakao

    Main career: CEO, PARTNERS HOLDINGS, Co. Ltd.

    Number of years on Audit & Supervisory Board: 2 year

    Mr. Nakao possesses profound knowledge of finance and accounting as a certified public accountant, as well as extensive insight gained through many years of experience in advisory work regarding M&A activity, corporate revitalization, and internal control.

    Attendance at Board Meetings (FY2021)
    Regular: held 11 times, attended 11 times
    Extraordinary: held 2 times, attended 2 time [100% attendance rate]

    Attendance at Audit & Supervisory BoardMeetings (FY2021)
    Held 12times, attended 12 times [100% attendance rate]

  • Mari Kogiso

    Main career: Founder and CEO, SDG Impact Japan Inc.

    Appointed June 2022

    Ms. Kogiso has long accumulated business experience in the financial industry, including operations at an international organization, while taking on diversity promotion and other sustainability-related initiatives at global companies and public interest incorporated foundations. She has handled the establishment and management of the ESG Impact Fund. Through these endeavors, she acquired in-depth insight into ESG and finance.
MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Selection Criteria for Independent Directors and Independent Audit & Supervisory Board Members

To make the function of Independent Directors and Independent Audit & Supervisory Board Members stronger and more transparent, Mitsubishi Corporation has set forth Selection Criteria for Independent Directors and Independent Audit & Supervisory Board Members as follows, after deliberation by the Governance, Nomination and Compensation Committee, which is composed with a majority of Independent Directors and Independent Audit & Supervisory Board Members. Each of the five Independent Directors and three Independent Audit & Supervisory Board Members satisfy the requirements of "the Independent Directors/Auditors" under the listing rules of the Tokyo Stock Exchange, Inc., and Mitsubishi Corporation’s Selection Criteria for Independent Directors and Independent Audit & Supervisory Board Members.

[Selection Criteria for Independent Directors]

  1. 1.Independent Directors are elected from among those individuals who have an eye for practicality founded on a wealth of experience as corporate Executive Officers, as well as an objective and specialist viewpoint based on extensive insight regarding global conditions and social and economic trends. Through their diverse perspectives, Independent Directors help ensure levels of decision-making and management oversight appropriate to the Board of Directors.
  2. 2.To enable Independent Directors to fulfill their appointed task, attention is given to maintain their independency; individuals incapable of preserving this independency in effect will not be selected to serve as Independent Directors.
  3. 3.Mitsubishi Corporation’s operations span a broad range of business domains; hence there may be cases of conflict of interest stemming from business relationships with firms home to a corporate Executive Officer appointed as Independent Directors. Mitsubishi Corporation appropriately copes with this potential issue through the procedural exclusion of the director in question from matters related to the conflict of interest, and by preserving a variety of viewpoints through the selection of numerous Independent Directors.

[Selection Criteria for Independent Audit & Supervisory Board Members]

  1. 1.Independent Audit & Supervisory Board Members are selected from among individuals who possess a wealth of knowledge and experience across various fields that is helpful in performing audits. Neutral and objective auditing, in turn, will ensure sound management.
  2. 2.To enable Independent Audit & Supervisory Board Members to fulfill their appointed task, attention is given to maintain their independency; individuals incapable of preserving this independency will not be selected to serve as Independent Audit & Supervisory Board Members.

* Independency for the purpose of Selection Criteria for Independent Directors and IndependentAudit & Supervisory Board Members

To make a judgment of independence, Mitsubishi Corporation checks if the person concerned meets the conditions for "the Independent Directors/Auditors" under the listing rules of 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 three fiscal years.

  1. (1) A major shareholder of Mitsubishi Corporation (a person or entity directly or indirectly holding 10% or more of the voting rights), or a member of business personnel of such shareholder*1.
  2. (2) A member of business personnel of a creditor of Mitsubishi Corporation exceeding the threshold set by Mitsubishi Corporation*2.
  3. (3) A member of business personnel of a supplier or a customer of Mitsubishi Corporation exceeding the threshold set by Mitsubishi Corporation*3.
  4. (4) A provider of professional services, such as a consultant, lawyer, or certified public accountant, receiving cash or other financial benefits from Mitsubishi Corporation, other than Directors’ or Audit & Supervisory Board Members’ remuneration, where the amount exceeds ¥10 million per fiscal year.
  5. (5) A representative or partner of Mitsubishi Corporation’s independent auditor.
  6. (6) A person belonging to an organization that has received donations exceeding a certain amount*4 from Mitsubishi Corporation.
  7. (7) A person who has been appointed as an Independent Director or Independent Audit & Supervisory Board Member of Mitsubishi Corporation for more than eight years.
  1. *1 A member of business personnel refers to a managing director, corporate officer, Executive Officer, or other employee of a company.
  2. *2 Creditors exceeding the threshold set by Mitsubishi Corporation refer to creditors to whom Mitsubishi Corporation owes an amount exceeding 2% of Mitsubishi Corporation’s consolidated total assets.
  3. *3 Suppliers or customers exceeding the threshold set by Mitsubishi Corporation refer to suppliers or customers whose transaction amount with Mitsubishi Corporation exceed 2% of Mitsubishi Corporation’s consolidated revenues.
  4. *4 Donations exceeding a certain amount refer to donations of more than ¥20 million per fiscal year.

If a person is still judged to be effectively independent despite one or more of the above items (1) to (7) applying, Mitsubishi Corporation will explain and disclose the reason at the time of their appointment as an Independent Director or Independent Audit & Supervisory Board Member.

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Enhancing the Monitoring Function of the Board of Directors

To ensure that the Directors and Audit & Supervisory Board Members are able to perform their management supervision and audit functions adequately, the Board of Directors’ Office and the Audit & Supervisory Board Members’ Office have been established, and have been providing necessary information and support appropriately and in a timely manner for them to perform their duties.
For Independent Directors and Independent Audit & Supervisory Board Members, the offices provide below measures to ensure that they can effectively participate in the discussion fully and to enhance the Board’s monitoring function.

Briefing Sessions before Board of Directors’ Meetings

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 and Independent Audit & Supervisory Board Members in order to facilitate substantive deliberations at the meetings. The sessions are also utilized to appropriately share timely information that helps enhance deliberations. A total of 28 hours of briefing were held in the fiscal year ended March 31, 2022.

Meetings of Independent Directors and Independent Audit & Supervisory Board Members

Mitsubishi Corporation provides opportunities for free discussion about a wide range of themes and facilitates the exchange of information and sharing of ideas from an independent and objective standpoint in order to sustain growth and enhance corporate value over the medium and long term.

■Main Discussion Themes (Fiscal Year Ending in March 31, 2022)

  • Approach to dialogue with management team
  • Midterm Corporate Strategy 2024
  • Future issues and initiatives based on evaluation of the effectiveness of the Board of Directors

Dialogues with Management Executives

Opportunities are created to engage in dialogue and interact with current management executives and next-term management executive candidates.

Dialogues and Site Visits to Business Subsidiaries and Affiliates

Every year Independent Directors and Independent Audit & Supervisory Board Members participate in site visits to business subsidiaries and affiliates sites, and hold dialogues with the management of business subsidiaries and affiliates.

Orientation upon Assumption of Office

To deepen understanding of Mitsubishi Corporation, all the Corporate Staff Section and Business Groups conduct orientation sessions for newly appointed Independent Directors and Independent Audit & Supervisory Board Members when they assume office.

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Evaluation of the Effectiveness of the Board of Directors

DFF Inc., MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Shares

Stance on Exercising Voting Rights Relating to Listed Stocks

Mitsubishi Corporation attaches great importance to dialogue and communication with its investment destinations through various channels, aiming to create business opportunities and build, maintain and strengthen business and partner relationships, and from the perspective of raising the mid- and long-term corporate value of Mitsubishi Corporation and these companies. Mitsubishi Corporation considers exercising voting rights to be an important approach. For this reason, when exercising voting rights relating to an investment destination, the responsible department for the oversight of the company reviews its business conditions (earnings, capital efficiency, etc.) from both quantitative and qualitative standpoints in accordance with internal regulations. These regulations stipulate matters to be considered, etc., when determining whether to vote for or against proposals such as appropriation of surplus, election of Directors and Audit & Supervisory Board Members, and revision of executive remuneration. Then Mitsubishi Corporation exercises its voting rights appropriately for individual matters for resolution. Furthermore, with regard to the proposals for the election and dismissal of Independent Directors and Independent Audit & Supervisory Board Members of listed subsidiaries, Mitsubishi Corporation’s internal regulation also stipulate that their independence from Mitsubishi Corporation is to be examined before exercising voting rights.

Guideline for Holding Mitsubishi Corporation Shares (Standard)

Mitsubishi Corporation has adopted variable remuneration including not only cash remuneration linked to consolidated business results and individual performance but also stock remuneration (stock-option-based remuneration) to provide further incentive to improve corporate value over the medium and long terms.

Shareholder Rights
Reference:Share Handling Regulations
https://www.mitsubishicorp.com/jp/en/ir/library/share/pdf/share.pdf
Reference:Articles of Incorporation (Chapter 2 Article 9)
https://www.mitsubishicorp.com/jp/en/ir/library/articles/pdf/articles.pdf
MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Initiatives on Japan’s Corporate Governance Code

Mitsubishi Corporation has long worked to implement corporate governance as the foundation of sound, transparent and efficient management. We have determined that Mitsubishi Corporation is implementing all principles set forth in Japan’s Corporate Governance Code. (For more information, please see the Corporate Governance Report on Mitsubishi Corporation’s website.)

Reference:Corporate Governance Report (Translation of report filed with the Financial Instruments Exchange)
Corporate Governance Report | Mitsubishi Corporation
Mitsubishi Corporation’s Stance on Acquisition, Holding, and Reduction in Listed Shares

Mitsubishi Corporationmay acquire and hold shares acquired for other than pure investment as a means of creating business opportunities and building, maintaining and strengthening business and partner relationships. When acquiring these shares, Mitsubishi Corporation confirms necessity of its acquisition based on the significance and economic rationale of the purchase. Also, Mitsubishi Corporation periodically reviews the rationality of continuing to hold the shares and promotes reducing holdings of stocks with decreased significance.

[Verification policy for holding individual shares]
The Board of Directors verifies all of the listed shares held by Mitsubishi Corporation from the perspectives of both economic rationale and qualitative significance of holding them every year.
The economic rationale is confirmed by whether or not the related earnings from each stock, such as dividends and related business profits on transactions, exceed Mitsubishi Corporation’s target capital cost (Weighted Average Cost of Capital) for the market price of each individual share.
The qualitative significance is confirmed by the achievement or status of progress of the expected purpose for holding the stock, etc.
[Reduction in holdings of listed stocks]
Based on the results of the above verification, in the fiscal year ended March 31, 2022, Mitsubishi Corporation sold 57.9 billion yen, a decrease of slightly more than 10% compared to the previous fiscal year. As of the fiscal year ended March 31, 2022, the total market value was 437.4 billion yen (excluding deemed shareholdings). 
2020/3 2021/3 2022/3
\73.0billion \68.7billion \57.9billion
(Market value basis and excluding deemed shareholdings)
[Matters verified by the Board of Directors]
Verification was conducted by the Board of Directors for all listed shares held by Mitsubishi Corporation as of March 31, 2022 (market price was approximately 0.5 trillion yen). As a result of verification from the perspectives of both economic rationale and qualitative significance of holding them, numerous shares were identified as candidates for reduction due to a decreased importance of the expected purpose and significance for holding them, etc.
Mitsubishi Corporation's Pension Management Structure

In an effort to utilize personnel with experience in markets and investment, those responsible for pension management are appointed from the Finance Department of Mitsubishi Corporation 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.

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Policy and Procedures for Appointment and Dismissal of Management Executive and Appointment of Nominated Directors and Audit & Supervisory Board Members

Ensuring Objectivity and Transparency through Deliberation at the Governance, Nomination and Compensation Committee, Where Independent Directors and Independent Audit & Supervisory Board Members Have a Majority

For the appointment of President and CEO, the requirements of the role, the basic policy on appointment, and selection of individual candidates are deliberated and reviewed by the Governance, Nomination and Compensation Committee where Independent Directors and Independent Audit & Supervisory Board Members have a majority (5 Independent Directors out of 8 Committee Members). Appointments are then decided by the Board of Directors, which also appoints and assigns duties to Executive Officers. Moreover, the policy and process for appointment and all appointment proposals of Directors and Audit & Supervisory Board Members and each appointment proposal are deliberated by the Governance, Nomination and Compensation Committee and resolved by the Board of Directors, before being presented at the Ordinary General Meeting of Shareholders. See II 2. in this report for details. Furthermore, the Company’s policy is to take a flexible approach to determining and dealing with dismissal of President and CEO. The matter is deliberated by the Governance, Nomination and Compensation Committee before being resolved by the Board of Directors.

Successor Selection Process
Since Former President Kakiuchi took office in April 2016, the Governance, Nomination and Compensation Committee, an advisory committee to the Board of Directors, carefully implemented a successor selection process, including the discussion of the requirements for the President. In addition, the Independent Directors and Audit & Supervisory Board Members and successor candidates engaged in thoroughgoing dialogue and discussion outside of committee meetings. This process led to the selection of President Nakanishi.

Details of Retired Executives Currently Serving in Advisory Positions
Name Position Area of Assignment Work Conditions(full/part-time, remunerated, etc.) Date of Retirement as President, etc. Term Ends
Ken Kobayashi Honorary Chairman External affairs Part-time, no remuneration March 31,2022 March 2028
Number of retired executives currently serving in advisory positions 1

Mitsubishi Corporation appoints, as necessary, retired executives (President and CEO) to the position of Honorary Chairman. Currently, one Honorary Chairman is appointed. The Honorary Chairman 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.

MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)

Policy of Dialogue with Shareholders

  1. (a) Basic Stance
    Mitsubishi Corporation’s corporate philosophy is enshrined in the Three Corporate Principles. Through corporate activities rooted in the principles of fairness and integrity, Mitsubishi Corporation strives to continuously raise corporate value. Mitsubishi Corporation believes that by helping to enrich society, both materially and spiritually, it will also meet the expectations of shareholders, customers and all other stakeholders. To achieve this, Mitsubishi Corporation is committed to fulfill accountability as a corporate enterprise and gain credibility and reputation from stakeholders including shareholders and investors, by communicating with them in a proactive manner and by disclosing, in a timely and appropriate manner, information about business conditions including management plans and their progress, quantitative financial information, and non-financial information such as for corporate governance and sustainability & CSR affairs.
  2. (b) Persons in Charge and Promoting System
    Positioning IR activities as an important management matter, Mitsubishi Corporation is promoting communication with shareholders and investors as well as proactive information disclosure, led by the management, with the President and CEO being chief and CFO being director in charge. To ensure the effectiveness of dialogues with shareholders and investors and information disclosure, Mitsubishi Corporation established a dedicated department in charge, the Investor Relations Department. In addition, Mitsubishi Corporation built a cross-sectional company structure not limited to the dedicated department in charge, by organically linking business groups to corporate staff departments (i.e., Corporate Strategy & Planning Department, Corporate Communications Department, Corporate Administration Department, Corporate Sustainability & CSR Department, Legal Department, Corporate Accounting Department, and Finance Department).
    With respect to information disclosure, on which dialogue with shareholders and investors is premised, Mitsubishi Corporation sets up the Disclosure Committee, whose members are the CFO, Executive Officers in charge of Corporate Communications, Corporate Administration, Legal, and Corporate Sustainability & CSR and persons in charge of corporate staff departments (General Managers), as well as a working group consisting of working-level persons from corporate staff departments. After thoroughly reviewing and checking details of information to be disclosed, the team tries to disclose proactive, highly transparent information through the Sustainability Website, Integrated Reports, Annual Securities Report, Notice of Ordinary General Meeting of Shareholders, Investors’ Note, and newspaper ads, etc. As a policy for its information disclosure system, Mitsubishi Corporation developed and disclosed Information Disclosure Regulations to keep all officers and employees fully informed.
  3. (c) Policy of Dialogue with Shareholders and Investors and Results of Activities
    To continually raise mid- and long-term corporate value, Mitsubishi Corporation is promoting constructive communication with shareholders and investors, led by the management including the President and CEO.
    • Ordinary General Meeting of Shareholders
      Mitsubishi Corporation positions the Ordinary General Meeting of Shareholders as the place to fulfill accountability to shareholders. In addition to proactive information disclosure in the Notice of Ordinary General Meeting of Shareholders, Mitsubishi Corporation tries to respond to questions raised by shareholders in a respectful manner.
    • Communication with Individual Investors
      Mitsubishi Corporation holds regular meetings for individual investors by the management and the IR department.
    • Dialogue with Institutional Investors
      In addition to quarterly financial results briefings hosted by President and CEO and CFO, the management of business groups host business-briefing sessions. President and CEO, CFO, the Investor Relations Department, Corporate Administration Department, Corporate Sustainability & CSR Department, and other departments hold briefing sessions and meetings with domestic and foreign institutional investors.
    <Activities Conducted in the Fiscal Year Ended March 31, 2022>
    President and CEO: The Ordinary General Meeting of Shareholders, communication through meetings with domestic and foreign institutional investors and analysts (2 times), and quarterly financial results briefings.
    CFO: Communication through meetings with domestic and foreign institutional investors and analysts (about 11 times), and quarterly financial results briefings.
    Group Management Teams: Business briefing sessions (6 times).
    Investor Relations Department: Communication through meetings with domestic and foreign institutional investors and analysts (about 400 times), and regular meetings with individual investors (6 times).
    Corporate Administration Department, Corporate Sustainability & CSR Department and other departments: Communication through meetings with domestic and foreign institutional investors (about 35 times).
  4. (d) Feedback to Business Management and Control of Insider Information
    Mitsubishi Corporation has developed a system by which the opinions from shareholders and investors and business challenges obtained through IR and SR activities are adequately reported to the management including President and CEO and the Board of Directors and the Executive Committee. In addition, the departments in charge feedback the opinions obtained through communication with shareholders and investors across, financial results briefings and other means the company to help improve business management.
    To prevent insider information from being leaked during communication with shareholders, either deliberately or accidentally, Mitsubishi Corporation has set forth the Standard for the Prevention of Unfair Stock Trading in accordance with the Code of Conduct for Mitsubishi Corporation’s Officers and Employees. Mitsubishi Corporation keeps all officers and employees fully informed of this requirement.
Reference:In Investor Information on the Company’s website, Mitsubishi Corporation posts various types of IR information in addition to the documents listed below. Details are available on the Company’s website at the following URL.
https://www.mitsubishicorp.com/jp/en/ir/
  • Presentation Materials
  • Earnings Release
  • Integrated Reports
  • Financial Statements
  • Quarterly Reports
  • Investors’ Note
  • Corporate Brochure
  • Sustainability Website
MC SIM事務局, 総務部 危機管理室(PH-K), 総務部 総務チーム(PH-A)