MC strives to continuously raise corporate value through corporate activities rooted in the principles of fairness and integrity with the Three Corporate Principles for a corporate philosophy. MC believes that by helping to enrich society, both materially and spiritually, it will also meet the expectations of its shareholders, customers, and all other stakeholders.
In order to achieve these goals, MC recognizes strengthening corporate governance on an ongoing basis as an important subject concerning management since it is the foundation for ensuring sound, transparent, and efficient management. Therefore, MC is working to put in place a corporate governance system that is even more effective based on the Audit & Supervisory Board System. This includes strengthening management supervision through such measures as (i) appointing Independent Members of the Board who satisfy MC’s Selection Criteria for Outside Directors and Outside Audit & Supervisory Board Members, and (ii) establishing advisory bodies to the Board of Directors where the majority are Independent Members of the Board and other experts from outside MC. At the same time, this also includes implementation of MC’s prompt and efficient decision-making and business execution through enhancing the monitoring function of the Board of Directors.
Corporate Governance Framework (As of June 23, 2023)
The Board of Directors deliberates on important management issues, and supervises business execution through reports on major items of the current Midterm Corporate Strategy, the business strategies of Business Groups, and so on. In addition, matters requiring resolution in accordance with laws and regulations, and investment and finance proposals exceeding the quantitative standards set by MC are deliberated and resolved with an emphasis on not only the economic aspects, but also on ESG perspectives. MC 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 those matters for resolution by the Board of Directors, is entrusted to the 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.
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. | |
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Appointment Policy | To ensure decision-making and management oversight are appropriate for MC, 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 MC 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 the President and Chief Executive Officer, MC'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 the policies described above, the President and Chief Executive Officer 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. |
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 judged to be important for MC’s Board of Directors and the reasons for their adoption are shown below. The matrix below shows the areas in which each Director and Audit & Supervisory Board Member has experience, knowledge or expertise.
Total | 9 |
---|---|
Number of non-executive and non-independent Directors (Chairman of the Board) | 1 |
Number of Executive Officers | 4 |
Number of Independent Directors (number of women) | 4 (2) |
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 | 4 | 2 | 6 |
Number of Independent Directors/Independent Audit & Supervisory Board Members (Number of women) | 4 (2) | 3 (2) | 7 (4) |
In-house Directors | Job History, Positions and Responsibilities | Attendance at Board of Directors Meetings (FY2022) | Attendance at Governance, Nomination & Compensation Committee Meetings (FY2022) |
||
---|---|---|---|---|---|
Number of meetings attended/held | Attendance rate | Number of meetings attended/held | Attendance rate | ||
Takehiko Kakiuchi | Apr. 1979 Joined MC 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:10/10 Extraordinary:4/4 |
100% | 5/5 | 100% |
Katsuya Nakanishi*1Indicates a Representative Director.*1 | Apr. 1985 Joined MC 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) |
Regular:7/7 Extraordinary:3/3*3Indicating attendance after appointment as a Director on June 24, 2022.*3 |
100% | 5/5 | 100% |
Norikazu Tanaka*1Indicates a Representative Director.*1 | Apr. 1982 Joined MC 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, Mineral Resources Group, EX Task ForceLeader Apr. 2023 Director, Senior Executive Vice president, SEVP, Energy Transformation (present position) |
Regular:7/7 Extraordinary3/3*3Indicating attendance after appointment as a Director on June 24, 2022.*3 |
100% | - | - |
Yutaka Kashiwagi*1Indicates a Representative Director.*1 | Apr. 1986 Joined MC 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 Jul. 2022 Director, Executive Vice President, Corporate Functional Officer, IT, CAO, Corporate Communications, Corporate Sustainability & CSR Apr. 2023 Director, Executive Vice President, Corporate Functional Officer, IT, CAO (Concurrently) Chief Compliance Officer, Officer for Emergency Crisis Management Headquarters (present position) |
Regular:10/10 Extraordinary:4/4 |
100% | - | - |
Yuzo Nouchi*1Indicates a Representative Director.*1 | Apr. 1987 Joined MC 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) |
Regular:7/7 Extraordinary:3/3*3Indicating attendance after appointment as a Director on June 24, 2022.*3 |
100% | - | - |
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 | ||
Tsuneyoshi Tatsuoka*2Indicates 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 MC.*2 | Apr. 1980 Joined the Ministry of International Trade and Industry (currently 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, MC (resigned in Jun. 2018) Jun. 2018 Director, MC (present position) |
Regular:10/10 Extraordinary:3/4 |
93% | 5/5 | 100% |
Shunichi Miyanaga*2Indicates 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 MC.*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, MC (present position) |
Regular:10/10 Extraordinary:4/4 |
100% | 4/5 | 80% |
Sakie Akiyama*2Indicates 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 MC.*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, MC (present position) |
Regular:10/10 Extraordinary:2/4 |
86% | 5/5 | 100% |
Mari Sagiya*2Indicates 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 MC.*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, Salesforce.com Co., Ltd. (currently Salesforce Japan Co., Ltd.) (resigned in August 2019) Jun. 2022 Director, MC (present position) |
Regular:7/7 Extraordinary:3/3*3Indicating attendance after appointment as Director on June 24, 2022.*3 |
100% | 4/4 | 100% |
The Board of Directors deliberates important management issues, and supervises business execution through reports on major items of Midterm Corporate Strategy 2024, each Business Group's business strategy, etc. The results of the deliberations in FY2022 are as follows.
<Agenda of the Board of Directors in the FY2023>
・Management Strategy and Sustainability-related items
Formulation of Midterm Corporate Strategy 2024/ Business Strategy Committee report/ Management Strategy Meeting report/ EX progress report/ Business Execution reports (non-financial and financial risk management, HR strategy, regional strategy, 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/ Remuneration for Directors and Audit & Supervisory Board Members/ Organizational structure/ Rules and regulations/ Financial Statements/ Fund procurement policy/ Verification holding policy for listed shares/ 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, etc.
・Investment and finance proposals
Donations for the establishment of incubation program with Kyoto University/ HERE Technologies/ EX funds/ Sakhalin 2 project/ Onahama Petroleum Co., Ltd. Distribution Terminal/ Chiyoda Corporation/ N.V. Eneco offshore wind power generation business / Mitsubishi Auto Leasing Corporation, etc.
The majority of the Committee's members are Independent Directors. It deliberates on matters related to governance, nomination and compensation.
Composition of the Committee (As of July 1, 2023)
The President’s Performance Evaluation Committee has been established as a subcommittee to the Governance, Nomination and Compensation Committee, comprising the same Chairman and Independent Directors as the parent committee to evaluate the President’s performance. The President is not a member of the Committee.
The International Advisory Committee comprises experts with a wide range of backgrounds in industry, government, and academia. Committee members offer advice from a global standpoint through exchange of opinions and discussions on the external environment, with a focus on international affairs. Since its establishment in 2001, the International Advisory Committee has fulfilled a crucial role in enabling in-depth and informed discussions among the Board of Directors.
Total | 10 |
---|---|
Number of in-house committee members | 3 |
Number of independent committee members (Independent Directors) | 1 |
Number of independent committee members (overseas) | 6 |
Member | Origin | Title | Principal area of specialization and background |
---|---|---|---|
Mr. Jaime Augusto Zobel de Ayala | The Philippines | Chairman, Ayala Corporation | Mr. Zobel has vast experience in growing a global business launched from the ASEAN region, and therefore has thorough knowledge of various geopolitical and industry trends through the lens of Asia, with particular expertise in the ASEAN region. |
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 held important positions in multiple administrations, including Chairman of the National Intelligence Council of the United States. He is well known for proposing and establishing "Soft Power" as the foundation of a stable world order. |
Mr. Niall FitzGerald, KBE | Ireland | Former Chairman, Unilever | Mr. FitzGerald, KBE has served as Chairman of several major global companies such as Unilever, as well as the British Museum. He has outstanding knowledge and expertise at the intersection of both industry and geopolitics in both emerging and developed countries. |
Mr. Natarajan Chandrasekaran | India | Chairman, Tata Sons | Mr. Chandra brings an immense knowledge of myriad industries around the world in addition to his many years of management experience within the Tata Group, India's largest conglomerate. Having led TCS as CEO for nearly a decade, Mr. Chandra has served as Chairman since 2017. |
Sir Rod Eddington | Australia | Former CEO, British Airways | As CEO, Sir Eddington successfully steered Cathay Pacific and British Airways through reformative and challenging periods. He has a wealth of experience in this and other infrastructure industries, having led major shift projects. |
Ambassador Bilahari Kausikan | Singapore | Former Permanent Secretary, Ministry of Foreign Affairs Singapore | Ambassador Kausikan has a wealth of diplomatic experience, having held senior positions such as Ambassador to the Russian Federation, Permanent Representative to the United Nations, Ambassador-at-Large etc. for geopolitically sensitive Singapore. |
Chairman of IAC
Chairman of the Board
Director, President and CEO
Director, Senior Executive Vice President
Independent Director
Independent Directors and Independent Audit & Supervisory Board Members are as follows (as of July 1, 2022).
To make the function of Outside Directors and Outside Audit & Supervisory Board Members stronger and more transparent, MC has set forth Selection Criteria for Outside Directors and Outside Audit & Supervisory Board Members as follows, after deliberation by the Governance, Nomination and Compensation Committee, which is composed with Independent Directors in the majority. Each of the four Outside Directors and three Outside Audit & Supervisory Board Members satisfy the requirements for independent Directors and Audit & Supervisory Board Members as stipulated by Japanese stock exchanges, such as the Tokyo Stock Exchange, Inc., and MC's Selection Criteria for Outside Directors and Outside Audit & Supervisory Board Members.
If a person is still judged by MC to be effectively independent despite one or more of the above items (1) to (7) applying, MC will explain and disclose the reason at the time of their appointment as an Independent Director or Independent Audit & Supervisory Board Member.
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.
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.
Meetings are held regularly to provide a forum for free discussion amongst Independent Directors and Independent Audit & Supervisory Board Members on a wide range of topics.
MC has set up dialogues with the General Managers of the Corporate Staff Section, Business Group Heads, 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 Members of the Board and officers and employees.
Every year Independent Directors and Independent Audit & Supervisory Board Members participate in site visits to business subsidiaries and affiliates both in Japan and overseas, and hold dialogues with their management.
To deepen understanding of MC, the entire Corporate Staff Section and Business Groups conduct orientation sessions for newly appointed Independent Directors and Independent Audit & Supervisory Board Members.
Since the 2000s, MC has engaged in building the foundations of its corporate governance. In recent years, MC has been steadily advancing measures to strengthen the monitoring functions of the Board of Directors, incorporating the results of annual evaluations of the effectiveness of the Board of Directors.
MC has long worked to implement corporate governance as the foundation of sound, transparent and efficient management. We have determined that MC is implementing all principles set forth in Japan’s Corporate Governance Code. (For more information, please see the Corporate Governance Report on MC’s website.)
MC may 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, MC confirms necessity of its acquisition based on the significance and economic rationale of the purchase. Also, MC periodically reviews the rationality of continuing to hold the shares and promotes reducing holdings of stocks with decreased significance.
The Board of Directors verifies all of the listed shares (excluding pure investment) held by MC 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 MC’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.
Based on the results of the above verification, in FY2022, MC sold approximately 39.6 billion yen of its shareholdings (including 13.8 billion yen in deemed holding shares), a decrease of approximately a 10% from the previous fiscal year. As of FY2022, the total market value was approximately 0.5 trillion yen (including deemed shareholdings).
FY2020 | FY2021 | FY2022 |
---|---|---|
¥91.5 billion | ¥85.2 billion | ¥39.6 billion |
(Market value basis and including deemed shareholdings)
Verification was conducted by the Board of Directors for all listed shares held by MC as of March 31, 2023 (market price was approximately 0.5 trillion yen, including deemed shareholdings). 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.
MC 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 MC and these companies. MC considers exercising voting rights to be an important approach. For this reason, when exercising voting rights relating to an investment destination including the listed shares acquired for purposes other than for pure investment purposes, the department responsible 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 MC 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, MC’s internal regulation also stipulate that their independence from MC is to be examined before exercising voting rights.
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 MC 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 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 have a majority (4 Independent Directors out of 7 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.
Name | Position | Area of Assignment | Work Conditions (full/part-time, remunerated, etc.) |
Date of Retirement as President, etc.*Date of retirement from Chairman of the Board* | 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 |
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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’s corporate philosophy is enshrined in the Three Corporate Principles. Through corporate activities rooted in the principles of fairness and integrity, MC strives to continuously raise corporate value over the medium to long term, which MC believes that it will also meet the expectations of all stakeholders. In order to achieve these goals, MC is committed to fulfill accountability as a corporate enterprise that gains credibility and reputation from stakeholders, including shareholders and investors, by proactively engaging in dialogue with them and by appropriately and timely communicating the Company's management and business strategies to the stakeholders while simultaneously communicating those stakeholders' expectations to the management. Namely MC is leading mutual feedback with stakeholders and the Company’s management.
To strengthen communication with shareholders and investors, MC has appointed a Chief Stakeholder Engagement Officer (CSEO) as of April 2023. The CSEO manages the Corporate Communications Department, the Sustainability Department, and the Investor & Shareholder Relations Department to meet the diversifying needs of stakeholders in an integrated manner. The Investor & Shareholder Relations Department is responsible for dialogue with shareholders and investors, and the Investor & Shareholder Relations Department led to build a cross-sectional company structure, by organically linking business groups to corporate staff departments.
Furthermore, with respect to information disclosure, on which dialogue with shareholders and investors is premised, MC prepares documents in line with the Financial Instruments and Exchange Act, Companies Act, and others, and discloses information in a timely and appropriate manner in line with the rules defined by the Financial Instruments exchange. In addition, MC has established the Disclosure Committee, a sub-committee of the Executive Committee, and deliberates and confirms the appropriateness of the content of the Annual Securities Report disclosure documents. The CSEO leads the way in disclosing proactive, highly transparent information through the MC website, Sustainability Website, Integrated Reports, Investors’ Note, and newspaper ads, etc. As a policy for its information disclosure system, MC developed and disclosed Information Disclosure Regulations to keep all officers and employees fully informed.
To continually raise corporate value over the medium to long term, MC is promoting constructive communication with shareholders and investors as follows.
MC 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, MC tries to respond to questions raised by shareholders in a respectful manner.
MC holds regular meetings for individual investors.
<Activities Conducted in FY2022>
Individual investor briefing sessions: 9 times (of these, 1 included the participation of the President, CFO, etc.)
In addition to quarterly financial results briefings, briefing sessions and meetings are held for domestic and foreign institutional investors.In addition, briefing and dialogues called "MCSV Creation Forum" are held.
Financial results briefings*Depending on the purpose and content, the President and CEO, CSEO, CFO, CAO, Business Group CEOs, and Independent Directors participated.*: 4 meetings
MCSV Creation Forum*Depending on the purpose and content, the President and CEO, CSEO, CFO, CAO, Business Group CEOs, and Independent Directors participated.*: 3 meetings (2 business briefing sessions, 1 ESG Briefing)
Interviews with domestic and foreign institutional investors (operations departments) and analysts: approximately 430 meetings (of these, approximately 30 included the participation of the President and CEO, CSEO, CFO, etc.)
Interviews with domestic and foreign institutional investors (responsible investment departments): approximately 70 meetings (of these, 3 included the participation of the CSEO, CAO, etc.)
MC 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 the President and CEO, Board of Directors, and the Executive Committee. In addition, to help improve business management, the responsible departments feed the opinions obtained through communication with shareholders and investors across financial results briefings and other means back into the Company.
To prevent insider information from being leaked during communication with shareholders, either deliberately or accidentally, MC has set forth the Standard for the Prevention of Unfair Stock Trading in accordance with the Code of Conduct for MC’s Officers and Employees. MC keeps all officers and employees fully informed of this requirement.