The Governance, Nomination & Compensation Committee deliberates and the Board of Directors decides the policy for setting Directors’ remuneration and the remuneration amount (actual payment amount).

The total remuneration amount (actual payment amount) and individual payment amounts for Directors, excluding individual performance-linked remuneration, are determined by a resolution of the Board of Directors within the upper limits for each type of remuneration decided by resolution of the Ordinary General Meeting of Shareholders held on June 21, 2019. Base salary and annual deferral for retirement remuneration, forms of fixed remuneration, are paid in amounts determined by the Board of Directors. As for variable remuneration, payments of performance-linked bonuses (short term), performance-linked bonuses (medium to long term) and stock-based remuneration linked to medium- to long-term share performance are determined, while reflecting key performance indicators, based on a formula set by the Board of Directors following deliberation by the Governance, Nomination & Compensation Committee.

MC has adopted a clawback policy^{*In the event that an executive officer causes any loss or damage to the company from willful misconduct or negligence, a serious violation of a delegation agreement, or a serious accounting error/ex-post revision of a financial report due to misconduct resolved by the Board of Directors, non-payment or reduction of the amount/reclaiming of the paid amount is possible by resolution of the Board of Directors. The Governance, Nomination & Compensation Committee continuously deliberates and monitors the appropriateness of remuneration compositions, including remuneration items which are subject to the clawback policy.*}, applicable to the individual performance-linked remuneration, performance-linked bonuses (short term) and performance-linked bonuses (medium to long term) of Executive Directors, revising the regulations for executive officers by resolution at the Board of Directors’ meeting held on February 18, 2022.

The payment amounts of individual performance-linked remuneration paid to Directors based on their individual performance assessment, including a qualitative assessment, are determined and paid on an individual basis, reflecting the President’s yearly performance assessment in both financial and non-financial terms of each Director for the relevant fiscal year (the Board of Directors delegates authority to the President for deciding the individual payment amounts). Performance evaluations of Executive Directors comprehensively take into account their contributions to the organizations and businesses they oversee; their contributions to the management of the entire Company, Corporate Staff Section, Business Groups and offices; and the state of the initiatives for value creation that leads to sustainability.

The annual assessment on the President’s performance is decided by the President’s Performance Evaluation Committee, which is delegated this authority by the Board of Directors (and is a subcommittee of the Governance, Nomination & Compensation Committee). The subcommittee is comprised of the Chairman of the Board, who also serves as the chair of the Governance, Nomination & Compensation Committee, and Independent Directors sitting on the committee.
Results of the performance assessment are reported to the Board of Directors and the Governance, Nomination & Compensation Committee to ensure objectivity, fairness, and transparency.

Based on the policy for determining remuneration packages (including methods for calculating performance-linked bonuses) that was approved at the ordinary meeting of the Board of Directors held on May 17, 2019, and the extraordinary meeting of the Board of Directors held on June 21, 2019, each year, the Governance, Nomination & Compensation Committee deliberates and the Board of Directors makes a resolution determining that the total amount of director remuneration packages and methods for deciding payments to individual directors are consistent with said policy for determining remuneration packages.
Each year the Governance, Nomination & Compensation Committee deliberates and monitors the fairness of the remuneration levels and compositions (including remuneration items which are subject to the clawback policy) as well as the operational status of remuneration systems. This is done with the reference to data on remuneration levels and composition ratios provided by an external consulting firm (Willis Towers Watson).

To ensure the independence of the Chairman of the Board and Independent Directors, who undertake functions of management oversight, and Audit & Supervisory Board Members, who undertake audits, MC only pays them fixed monthly remuneration.

Total and individual amounts of remuneration paid to Audit & Supervisory Board Members are determined following deliberations by the Audit & Supervisory Board within the scope of remuneration for Audit & Supervisory Board Members approved at the Ordinary General Meeting of Shareholders, held on June 21, 2019.

Note: The proportions shown above are based on certain values for consolidated earnings and the share price, and are for illustrative purposes only. The actual mix will vary depending on changes in Mitsubishi Corporation’s consolidated financial results and stock market conditions.

MC sets the guideline for share ownership. The basic policy of the guideline is that Executive Directors and Executive Officers are obliged to hold any shares including those acquired through the exercise of stock options while in office. Sales of such shares are restricted until their aggregate market value exceeds approximately 300% (500% for President and CEO) of the base salary.

MC resolved to revise the remuneration package for Executive Directors after continual deliberations by the Board of Directors and the Governance, Nomination and Compensation Committee. The specific review process is as follows.

Total remuneration amounts for Directors and Audit & Supervisory Board Members and numbers of eligible people are as follows.

• Directors and 1 Audit & Supervisory Board Member who retired and 1 Audit & Supervisory Board Member who resigned during FY2022. Furthermore, there were 11 Directors (including 5 Independent Directors) and 5 Audit & Supervisory Board Members (including 3 Independent Audit & Supervisory Board Members) as of March 31, 2023.
• The above figures of Individual Performance Bonuses represent the amounts recorded as provisions granted for in FY2022.
• The above figures for Performance-linked Bonus (Short term) are determined based on the profit of 1,180.7 billion yen for FY2022, based on a formula confirmed in advance by the Governance, Nomination and Compensation Committee and resolved by the Board of Directors.
• The above amounts for Performance-linked Bonus (Medium to long-term) are paid on an average of the profit for FY2022 to FY2024, but as this cannot be decided currently, the amount shown is provisions for such bonuses as of FY2022. The actual amount paid for FY2022 will be based on a formula confirmed in advance by the Governance, Nomination and Compensation Committee and resolved by the Board of Directors, and the amount for FY2022 will be disclosed in FY2024 Business Report and Annual Securities Report.
  The actual amount paid for FY2020 was based on a formula confirmed in advance by the Governance, Nomination and Compensation Committee and resolved by the Board of Directors. The amount was paid on the average of 763.6 billion yen in profit for FY2020 to FY2022, totaling 254 million yen for 5 Directors in FY2020.
  The actual amout paid for FY2021 will be paid on an average of the profit for FY2021 to FY2023, but as this cannot be decided currently, a total of 385 million yen for 5 Directors in FY2021 was recorded as provisions in FY2022 but was not included in the table. The actual amount paid for FY2021 will be disclosed in FY2023 Business Report and Annual Securities Report.
• The above figures for Stock-Based Remuneration linked to Medium- and Long-term Share Performances (stock options with market conditions) is the amount recorded as an expense granted for FY2022. In regard to Stock-Based Remuneration linked to Medium- and Long-term Share Performances, the number of exercisable shares will be determined according to the growth rate in MC's shares over three years from being granted, based on a formula confirmed in advance by the Governance, Nomination and Compensation Committee and resolved by the Board of Directors.
• In addition to the above, Mitsubishi Corporation paid executive pensions to retired Directors and Audit & Supervisory Board Members. The amounts paid in FY2022 were as follows:
  The retirement bonus system, including executive pensions for Directors and Audit & Supervisory Board Members, was abolished at the close of the Ordinary General Meeting of Shareholders held on June 26, 2007.
  Mitsubishi Corporation paid ¥80 million to 49 Directors (Outside Directors were ineligible for payment).
  Mitsubishi Corporation paid ¥3 million to 4 Audit & Supervisory Board Members (Outside Audit & Supervisory Board Members were ineligible for payment).

Remuneration amounts for Directors and Audit & Supervisory Board Members whose total remuneration was ¥100 million or more are shown in the table below.

• None of the above Directors receive remuneration as a Director or an Audit & Supervisory Board Member of a consolidated subsidiary.

None of MC’s Directors and Audit & Supervisory Board Members serve concurrently as employees.

MC has a performance-linked bonus system for non-executive employees, including some fixed-term contract employees.