TIDMMBC
RNS Number : 3448Z
Mitsubishi Corporation
10 December 2014
Corporate Governance Report
Report date: December 10, 2014
Company: Mitsubishi Corporation
Stock code: 8058
President: Ken Kobayashi, President & CEO
Inquiries: Hideto Uramoto, Corporate Administration Team Leader,
Corporate Administration Dept.
+81-3-3210-3314
URL: http://www.mitsubishicorp.com/
I. Basic Stance on Corporate Governance, Shareholder
Composition, Corporate Data and Other Basic Information
1. Basic Stance on Corporate Governance
Mitsubishi Corporation's corporate philosophy is enshrined
in the Three Corporate Principles-corporate responsibility
to society, integrity and fairness, and global understanding
through business. 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.
A key management theme in achieving these goals is to strengthen
corporate governance on an ongoing basis, as the foundation
for ensuring sound, transparent and efficient management.
Mitsubishi Corporation is working to put in place an even
more effective corporate governance system based on the
Corporate Auditor System. This includes strengthening management
supervision by appointing independent directors and independent
corporate auditors, and expediting and bolstering decision-making
and business execution by implementing the executive officer
system.
The Board of Directors is responsible for making decisions
concerning important management issues and overseeing business
execution. The objective and expert perspectives of Outside
Directors and Outside Corporate Auditors ensure appropriate
decision-making and management oversight.
Mitsubishi Corporation also has the Governance & Compensation
Committee and the International Advisory Committee as advisory
bodies to the Board of Directors. The majority of these
committees' members are Outside Directors and Corporate
Auditors as well as other experts from outside Mitsubishi
Corporation.
The Governance & Compensation Committee conducts continuous
reviews of corporate governance-related issues and also
discusses the remuneration system for Directors and Corporate
Auditors, including the policy for setting remuneration
and appropriateness of remuneration levels for these corporate
officers, and monitors operation of this system. The International
Advisory Committee holds discussions on management issues
and advises management from a global perspective.
---------------------------------------------------------------------
2. Shareholder Composition
(1) Percentage of Foreign Shareholders
Under 10%
10% to under 20%
20% to under 30%
#30% or more
(2) Principal Shareholders
Name Shareholding
--------------------------------------- --------------------------------
Number of shares Shareholding
(%)
--------------------------------------- ----------------- -------------
Japan Trustee Services Bank,
Ltd. (Trust Account) 92,315,000 5.68
--------------------------------------- ----------------- -------------
Tokio Marine & Nichido Fire Insurance
Co., Ltd. 74,534,005 4.58
--------------------------------------- ----------------- -------------
Meiji Yasuda Life Insurance Company 64,846,135 3.99
--------------------------------------- ----------------- -------------
The Master Trust Bank of Japan,
Ltd. (Trust Account) 62,300,000 3.83
--------------------------------------- ----------------- -------------
The Master Trust Bank of Japan,
Ltd. (Mitsubishi Heavy Industries,
Limited Account, Retirement Benefit
Trust Account) 48,920,143 3.01
--------------------------------------- ----------------- -------------
The Bank of Tokyo-Mitsubishi
UFJ, Ltd. 25,620,905 1.57
--------------------------------------- ----------------- -------------
State Street Bank and Trust Company
505223 24,911,666 1.53
--------------------------------------- ----------------- -------------
The Nomura Trust and Banking
Co., Ltd. (Pension Benefit Trust
Account, Mitsubishi UFJ Trust
and Banking Corporation) 22,088,000 1.36
--------------------------------------- ----------------- -------------
The Bank of New York, Mellon
SA/NV 10 19,981,793 1.23
--------------------------------------- ----------------- -------------
The Master Trust Bank of Japan,
Ltd. (Retirement Benefit Trust
Account, Mitsubishi Electric
Corporation Account) 17,768,000 1.09
--------------------------------------- ----------------- -------------
(3) Has a controlling shareholder:
Yes ( )
# No
(4) Has a parent company:
Yes
#No
(5) Notes
3. Corporate Data
(1) Stock listings and markets
#Tokyo
#Nagoya
Sapporo
Fukuoka
(2) Fiscal year-end: March 31
(3) Business type: Wholesale (Sogo Shosha)
(4) Number of employees (Consolidated):
Under 100
100 to under 500
500 to under 1,000
#1,000 or more
(5) Operating transactions (Consolidated):
Under 10 billion yen
10 billion to under 100 billion yen
100 billion to under 1,000 billion yen
#1,000 billion yen or more
(6) Number of consolidated subsidiaries:
Under 10
10 to under 50
50 to under 100
100 to under 300
#300 or more
4. Policy Concerning Protection of Minority Interests When
Transacting With Controlling Shareholder
5. Other Special Circumstances That Could Materially Affect
Corporate Governance
Mitsubishi Corporation has equity interests in certain publicly
owned companies: a 62.00% stake in Mitsubishi Shokuhin Co.,
Ltd., a wholesaler of processed food products that is listed
on the First Section of the Tokyo Stock Exchange ('TSE');
a 74.78% stake in Nippon Care Supply Co., Ltd., which markets
and sells nursing care equipment and is listed on the Second
Section of the TSE; a 59.81% stake in Nihon Shokuhin Kako
Co., Ltd., a manufacturer of corn starch and related processed
products that is listed on the Second Section of the TSE;
a 64.45% stake in Nitto Fuji Flour Milling Co., Ltd., which
is engaged in flour milling and is listed on the First Section
of the TSE; a 65.98% stake in KFC Holdings Japan, Ltd.,
which operates and manages a fast-food restaurant chain
and home-delivery pizza stores and is listed on the Second
Section of the TSE; a 60.59% stake in Chuo Kagaku Co., Ltd.,
which manufactures and sells food packaging containers made
chiefly from plastic and is listed on JASDAQ; and a 71.02%
stake in YONEKYU CORPORATION, which manufactures and sells
meats and processed foods and is listed on the First Section
of the TSE.
Mitsubishi Corporation expects to maximize corporate value
by respecting the autonomy of these subsidiaries. At the
same time, to raise the value of Mitsubishi Corporation's
Group (the 'Group'), Mitsubishi Corporation endeavors to
optimize the management of the Group, such as by using the
same management philosophy and management strategy for the
Group.
----------------------------------------------------------------
II. Management Organization and Other Corporate Governance
Systems Concerning Management Decision-Making, Execution and
Supervision
1. Matters Concerning Organizational Form and Organizational
Management
(1) Organizational form: Corporate Auditor System
(2) Directors
(a) Number of directors in Articles of Incorporation: N/A
(b) Term of office for directors in Articles of Incorporation: 1
year
(c) Chairperson of Board of Directors
President
#Chairman (Excludes individual holding concurrent position as
president)
Representative director other than chairman or president
Outside director
Other director
None
(d) Number of directors: 14
(e) Appointment of outside directors
#Yes
No
(a) If appointed,
1) Number: 5
2) Number of outside directors designated as independent directors: 5
3) Relationships With Mitsubishi Corporation (1)
Name Association Relationships With Mitsubishi
Corporation (*)
-------------- -------------------- ----------------------------------------------
a b c d e f g h i
-------------- -------------------- ---- ---- ---- --- --- --- --- --- ---
Kunio Professor # #
Ito
-------------- -------------------- ---- ---- ---- --- --- --- --- --- ---
Kazuo Current or former # #
Tsukuda employee
of another company
-------------- -------------------- ---- ---- ---- --- --- --- --- --- ---
Ryozo Other #
Kato
-------------- -------------------- ---- ---- ---- --- --- --- --- --- ---
Hidehiro Other #
Konno
-------------- -------------------- ---- ---- ---- --- --- --- --- --- ---
Sakie Current or former # # #
T. Fukushima employee
of another company
-------------- -------------------- ---- ---- ---- --- --- --- --- --- ---
(*)
a. Employee of parent company
b. Employee of other Group company
c. Major shareholder of Mitsubishi Corporation
d. Concurrently serves as outside director or outside corporate
auditor of another company
e. Holds managing director, executive officer or other
high-level post of another company
f. Spouse or relative up to the third degree or other similar
person of a managing director or executive officer of Mitsubishi
Corporation or a special interest entity of Mitsubishi
Corporation
g. Receives compensation as an executive from the parent company
of Mitsubishi Corporation or a subsidiary of the applicable parent
company or has a beneficial interest in other assets of same
h. Has signed a limitation of liability agreement with
Mitsubishi Corporation
i. Other
4) Relationship With Mitsubishi Corporation (2)
Name Independent Supplementary information Reason for appointment
director concerning applicable as outside director
items (Including reason for
designation as independent
director)
-------------- ------------ ------------------------------- -------------------------------
Kunio # Kunio Ito is the Professor Kunio Ito has been
Ito of Graduate School appointed for his ability
of Commerce and Management, to offer advice to
Hitotsubashi University, Mitsubishi Corporationfs
an organization to management and properly
which Mitsubishi Corporation oversee execution of
makes donations. However, business from an objective
Mitsubishi Corporation and professional perspective
has judged that this based on his research
will not affect the activities relating
independence of Mr. to accounting and business
Ito given the size administration and
and nature of the experience as an outside
donations. Furthermore, director at various
Mitsubishi Corporation's companies.
donations are made The Selection Criteria
for the purpose of for Outside Directors
supporting government specified by the Board
resource and energy of Directors impose
projects, which is a condition to ensure
not related to Mr. independence. Mitsubishi
Ito's research field. Corporation has judged
that Mr. Ito fulfills
this condition, including
the conditions for
independent Directors
stipulated in the 'Guidelines
Concerning Listed Company
Compliance, etc.' and
'Disclosure Requirements
Relating to Independence.'
-------------- ------------ ------------------------------- -------------------------------
Kazuo # Kazuo Tsukuda is a Kazuo Tsukuda has been
Tsukuda Senior Corporate Adviser appointed for his ability
(retired Chairman to offer advice to
of the Board in March, Mitsubishi Corporationfs
2013) of Mitsubishi management from a practical
Heavy Industries, perspective based on
Ltd., a supplier of his extensive insight
Mitsubishi Corporation developed through management
and with which Mitsubishi of Mitsubishi Heavy
Corporation mutually Industries, Ltd., a
appoints outside directors manufacturer that conducts
and outside corporate business around the
auditors. However, world, as Chairman
Mitsubishi Corporation and President.
has judged that neither The Selection Criteria
will affect the independence for Outside Directors
of Mr. Tsukuda given specified by the Board
the size and nature of Directors impose
of the relationship. a condition to ensure
independence. Mitsubishi
Corporation has judged
that Mr. Tsukuda fulfills
this condition, including
the conditions for
independent directors
stipulated in the 'Guidelines
Concerning Listed Company
Compliance, etc.' and
'Disclosure Requirements
Relating to Independence.'
-------------- ------------ ------------------------------- -------------------------------
Ryozo # There is no trading Ryozo Kato has been
Kato relationship, relationship appointed for his ability
involving mutual appointments to offer advice to
of outside directors Mitsubishi Corporation's
or outside corporate management and properly
auditors, or relationship oversee execution of
involving donations. business from an objective
and professional perspective
based on his international
sensitivity and extensive
insight regarding global
conditions developed
through foreign diplomacy,
having held key posts
at the Ministry of
Foreign Affairs of
Japan.
The Selection Criteria
for Outside Directors
specified by the Board
of Directors impose
a condition to ensure
independence. Mitsubishi
Corporation has judged
that Mr. Kato fulfills
this condition, including
the conditions for
independent directors
stipulated in the 'Guidelines
Concerning Listed Company
Compliance, etc.' and
'Disclosure Requirements
Relating to Independence.'
-------------- ------------ ------------------------------- -------------------------------
Hidehiro # Hidehiro Konno was Hidehiro Konno has
Konno the chairman of Nippon been appointed for
Export and Investment his ability to offer
Insurance until July advice to Mitsubishi
2009, a supplier of Corporation's management
Mitsubishi Corporation. and properly oversee
However, Mitsubishi execution of business
Corporation has judged from an objective and
that this will not professional perspective
affect the independence based on his extensive
of Mr. Konno given insight regarding domestic
the size and nature and global economic
of the relationship. trends, having held
The trading relationship key posts at the Ministry
between Nippon Export of Economy, Trade and
and Investment Insurance Industry and Nippon
refers to the provision Export and Investment
of trade insurance. Insurance.
Because trade insurance The Selection Criteria
covers risks that for Outside Directors
cannot be covered specified by the Board
with ordinary insurance, of Directors impose
such as the inability a condition to ensure
to export freight independence. Mitsubishi
due to an international Corporation has judged
conflict, the insurance that Mr. Konno fulfills
is underwritten by this condition, including
Nippon Export and the conditions for
Investment Insurance, independent directors
which is wholly owned stipulated in the 'Guidelines
by the Japanese government. Concerning Listed Company
Mr. Konno is also Compliance, etc.' and
a chairman of general 'Disclosure Requirements
incorporated foundation Relating to Independence.'
KOUSHIKAI, an association
of which Mitsubishi
Corporation is a member.
However, Mitsubishi
Corporation has judged
that this will not
affect the independence
of Mr. Konno given
the size and nature
of the relationship.
-------------- ------------ ------------------------------- -------------------------------
Sakie # There is no trading Sakie T. Fukushima
T. Fukushima relationship, relationship has been appointed
involving mutual appointments for her ability to
of outside directors offer advice to Mitsubishi
or outside corporate Corporation's management
auditors, or relationship from practical and
involving donations. diversified perspective
based on her many years
of experience in the
consulting industry
and experience as an
officer at various
companies in Japan
and the U.S.
The Selection Criteria
for Outside Directors
specified by the Board
of Directors impose
a condition to ensure
independence. Mitsubishi
Corporation has judged
that Ms. Fukushima
fulfills this condition,
including the conditions
for independent Directors
stipulated in the 'Guidelines
Concerning Listed Company
Compliance, etc.' and
'Disclosure Requirements
Relating to Independence.'
-------------- ------------ ------------------------------- -------------------------------
(3) Corporate Auditors
(a) Establishment of Board of Corporate Auditors
#Yes
No
(b) Number of corporate auditors in the Articles of Incorporation: N/A
(c) Number of corporate auditors: 5
(d) Cooperation between corporate auditors, the independent
auditors, internal audit divisions
>Cooperation between Corporate Auditors and the independent
auditors
Corporate Auditors meet with the independent auditors
once a month to exchange information, including submission
by the independent auditors of audit plans and reports
on audit activities.
Fees paid to Mitsubishi Corporationfs independent auditors
Deloitte Touche Tohmatsu LLC for the fiscal year ended
March 31, 2014 were as follows:
a. Amount of fees for services in accordance with the
first clause of Article 2 of the Certified Public Accountant
Law of Japan (Law No. 103, 1948) (Note 1)
980 million yen.
b. Amount of fees for services other than those prescribed
in the first clause of Article 2 of the Certified Public
Accountant Law of Japan (Note 2)
17 million yen.
c. Total amount of fees to be paid by Mitsubishi Corporation
and consolidated subsidiaries (Note 3)
2,375 million yen.
(Notes)
1. Fees for services prescribed in the first clause of
Article 2 of the Certified Public Accountant Law of Japan
(Law No. 103, 1948) are fees, etc. for audit certification
services relating to English language financial statements
prepared based on accounting standards generally accepted
in the United States of America and audit certification
based on the Companies Act and the Financial Instruments
and Exchange Act.
2. Fees for services other than those prescribed in the
first clause of Article 2 of the Certified Public Accountant
Law of Japan are fees for Mitsubishi Corporation training,
overseas tax return work, etc.
3. Some subsidiaries are audited by certified public accountants
or independent auditors (including persons with qualifications
equivalent to these qualifications in overseas countries)
other than Mitsubishi Corporationfs independent auditors.
>Cooperation between the Corporate Auditors and internal
audit divisions
The Corporate Auditors meet with the Internal Audit Department
once a month to exchange information, including submission
by this department of reports on audit plans and audit
activities.
--------------------------------------------------------------------
(e) Appointment of outside corporate auditors
#Yes
No
(a) If appointed
1) Number of outside corporate auditors: 3
2) Number of outside corporate auditors designated as independent corporate auditors: 3
3) Relationship With Mitsubishi Corporation (1)
Name Association Relationships to Mitsubishi Corporation
(*)
----------- --------------------- --------------------------------------------------------
a b c d e f g h i
----------- --------------------- ----- ----- ----- ----- ---- ---- ---- ---- ----
Eiko Professor # #
Tsujiyama
----------- --------------------- ----- ----- ----- ----- ---- ---- ---- ---- ----
Hideyo Current or former # #
Ishino employee of another
company
----------- --------------------- ----- ----- ----- ----- ---- ---- ---- ---- ----
Tadashi Attorney # #
Kunihiro
----------- --------------------- ----- ----- ----- ----- ---- ---- ---- ---- ----
(*)
a. Employee of parent company
b. Employee of other Group company
c. Major shareholder of Mitsubishi Corporation
d. Concurrently serves as outside director or outside Corporate
Auditor of another company
e. Holds managing director, executive officer or other
high-level post of another company
f. Spouse or relative up to the third degree or other similar
person of a managing director or executive officer of Mitsubishi
Corporation or a special interest entity of Mitsubishi
Corporation
g. Receives compensation as an executive from the parent company
of Mitsubishi Corporation or a subsidiary of the applicable parent
company or has a beneficial interest in other assets of same
h. Has signed a limitation of liability agreement with
Mitsubishi Corporation
i. Other
4) Relationship With Mitsubishi Corporation (2)
Name Independent Supplementary information Reason for appointment
corporate concerning applicable as outside corporate
auditor items auditor
(Including reason for
designation as independent
corporate auditor)
----------- ------------ ------------------------------- --------------------------------
Eiko # Eiko Tsujiyama is Eiko Tsujiyama has been
Tsujiyama the Professor of Graduate appointed for her ability
School of Commerce, to conduct audits from
Waseda University, a neutral and objective
an organization to perspective based on
which Mitsubishi Corporation her research activities
makes donations. However, regarding accounting
Mitsubishi Corporation and experience as an
has judged that this outside director and
will not affect the outside corporate auditor
independence of Ms. at various companies.
Tsujiyama given the The Selection Criteria
size and nature of for Outside Corporate
the donations. Furthermore, Auditors specified by
Mitsubishi Corporation's the Board of Directors
donations are made impose a condition to
for the purpose of ensure independence.
supporting the course Mitsubishi Corporation
Mitsubishi Corporation has judged that Ms.
and Waseda University Tsujiyama fulfills this
co-sponsors, which condition, including
is not related to the conditions for independent
Ms. Tsujiyamafs research corporate auditors stipulated
field. in the 'Guidelines Concerning
Listed Company Compliance,
etc.' and 'Disclosure
Requirements Relating
to Independence.'
----------- ------------ ------------------------------- --------------------------------
# There is no trading Hideyo Ishino has been
Hideyo relationship, relationship appointed for his ability
Ishino involving mutual appointments to conduct audits from
of outside directors a neutral and objective
or outside corporate perspective based on
auditors, or relationship his extensive insight
involving donations. regarding accounting
and finance developed
while working at the
Board of Audit of Japan.
The Selection Criteria
for Outside Corporate
Auditors specified by
the Board of Directors
impose a condition to
ensure independence.
Mitsubishi Corporation
has judged that Mr.
Ishino fulfills this
condition, including
the conditions for independent
corporate auditors stipulated
in the 'Guidelines Concerning
Listed Company Compliance,
etc.' and 'Disclosure
Requirements Relating
to Independence.'
----------- ------------ ------------------------------- --------------------------------
Tadashi # There is no trading Tadashi Kunihiro has
Kunihiro relationship, relationship been appointed for his
involving mutual appointments ability to conduct audits
of outside directors from a neutral and objective
or outside corporate perspective based on
auditors, or relationship his extensive insight
involving donations. regarding corporate-related
laws (such as the Companies
Act and the Financial
Instruments and Exchange
Act of Japan) developed
through his experience
as an attorney.
The Selection Criteria
for Outside Corporate
Auditors specified by
the Board of Directors
impose a condition to
ensure independence.
Mitsubishi Corporation
has judged that Mr.
Kunihiro fulfills this
condition, including
the conditions for independent
corporate auditors stipulated
in the 'Guidelines Concerning
Listed Company Compliance,
etc.' and 'Disclosure
Requirements Relating
to Independence.'
----------- ------------ ------------------------------- --------------------------------
(4) Independent Directors and Corporate Auditors
Number of independent directors and corporate auditors: 8
Other matters concerning independent directors and corporate
auditors
Outside Directors and Outside Corporate Auditors that meet
the qualifications of independent directors or independent
corporate auditors are all designated as independent directors
or independent corporate auditors.
----------------------------------------------------------------
(5) Incentive System
(a) Initiatives to offer incentives to directors
Introduced results-linked remuneration system
#Introduced stock option system
Other
None
[Supplementary explanation regarding applicable item]
Mitsubishi Corporation has not introduced a specific method for
calculating remuneration the amount of which is not fixed, or a
so-called results-linked remuneration system, as prescribed in
Article 361, Paragraph 1-2 of the Companies Act of Japan. However,
Directors' bonuses are determined with consideration given to
consolidated operating results.
(b) Eligible persons for stock options
#Inside directors
Outside directors
Inside corporate auditors
Executive officers
#Employees
Directors of the parent company
Executive officers of the parent company
Corporate auditors of the parent company
Employees of the parent company
Directors of subsidiaries
Executive officers of subsidiaries
Corporate auditors of subsidiaries
Employees of subsidiaries
#Other
[Supplementary explanation regarding applicable item]
Mitsubishi Corporation grants stock options to Directors
(excluding Outside Directors), Executive Officers and
Senior Vice Presidents ('Riji') from the perspective
of creating value over the medium and long terms, in
order to provide further incentive and motivation to
improve Mitsubishi Corporation's performance and further
align their interests with those of shareholders. Generally,
stock options cannot be exercised for two years from
the date they are granted. Furthermore, Directors, excluding
Outside Directors, and Executive Officers cannot sell
shares, including shares acquired by exercising stock
options, during their terms until their shareholdings
reach a certain level stipulated by position.
The total number of shares for the purposes of stock
acquisition rights at March 31, 2014, including holdings
by retirees, was as follows:
1) Ordinary Class Stock Options (Granted to Directors
and Executive Officers; 1 right=1,000 shares through
the fiscal year ended March 31, 2005; from the fiscal
year ended March 31, 2006, 1 right=100 shares): 1,778,200shares
2) Stock Options for a Stock-Linked Compensation Plan
(Through the fiscal year ended March 31, 2007, granted
to Directors and Executive Officers; 1 right=100 shares,
from the fiscal year ended March 31, 2008, granted to
Directors, Executive Officers and Senior Vice Presidents
('Riji'); 1 right=100 shares): 3,501,800 shares
-----------------------------------------------------------------
(6) Disclosure Concerning Directorsf Remuneration
(a) Degree of disclosure
Individual amounts for each director
# Partial disclosure only of individual amounts
No disclosure of individual remuneration
[Supplementary explanation regarding applicable item]
Total Directors' remuneration for the fiscal year ended
March 31, 2014 was 1,601 million yen to 17 Directors,
including 111 million yen to 6 Outside Directors.
Notes:
1. The above figures include 3 Director (including 1 Outside
Director) who retired or resigned during the fiscal year
ended March 31, 2014.
Furthermore, regarding the number of people, there were
14 Directors (including 5 Outside Directors) at March
31, 2014.
2. The above amounts of remuneration are made up as follows
for the fiscal year ended March 31, 2014:
(a) Monthly remuneration paid during the fiscal year ended
March 31, 2014
Mitsubishi Corporation paid 893 million yen to 17 Directors,
including 111 million yen to the 6 Outside Directors.
(b) Stock option-based remuneration (recognized as an
expense in the fiscal year ended March 31, 2014)
Mitsubishi Corporation appropriated 360 million yen for
stock options allotted to 11 Directors (the Outside Directors
are ineligible for bonuses).
(c) Directors' bonuses
Mitsubishi Corporation will pay bonuses totaling 220 million
yen to the 9 Directors at March 31, 2014 (the Outside
Directors are ineligible for bonuses).
(d) Reserved retirement remuneration
Mitsubishi Corporation will pay 127 million yen to the
9 Directors at March 31, 2014 (the Outside Directors are
ineligible for payments).
3. In addition to the above, Mitsubishi Corporation paid
executive pensions to retired Directors. The amount paid
in the fiscal year ended March 31, 2014 was as follows:
The retirement bonus system, including executive pensions
for Directors, was abolished at the close of the 2007
Ordinary General Meeting of Shareholders.
Mitsubishi Corporation paid 189 million yen to 116 Directors
(the Outside Directors were ineligible for payment).
----------------------------------------------------------------------
(b) Has a policy for setting remuneration amounts and
calculation method
#Yes
No
Details of Policy for Setting Remuneration Amounts and
Calculation Method
(a) Basic Policy
The remuneration system for Mitsubishi Corporation Directors
has been designed in order to provide further incentive
and motivation to improve performance, further align
the Directors' interests with those of the shareholders,
and strengthen the link with business results. The level
of Directors' remuneration is commensurate with performance
and also takes into consideration levels of remuneration
at other companies. The Governance & Compensation Committee,
which is made up mainly of Outside Directors and Outside
Corporate Auditors, discusses and monitors the policy
for setting remuneration, appropriateness of remuneration
levels, and operation of the remuneration system for
Directors. Remuneration for Outside Directors and Corporate
Auditors is limited to monthly remuneration only, and
there is no results-linked element.
(b) Composition and Method for Setting Directorsf Remuneration
1)The remuneration of Directors, excluding Outside Directors,
consists of monthly remuneration, bonuses, reserved retirement
remuneration and stock options as remuneration. Details
of each type of remuneration are as follows:
Mitsubishi Corporation has an executive officer system,
and for inside Directors who also serve as executive
officers, the position as an executive officer is taken
into account as one factor when setting Director remuneration.
Remuneration for Outside Directors is limited to monthly
remuneration only, as per the basic policy above.
Monthly remuneration: Monthly remuneration is determined
and paid on an individual basis taking comprehensively
into consideration factors such as evaluation of an individualfs
performance in the prior year.
Bonuses: Bonuses are determined and paid on an individual
basis after deciding whether or not bonuses will be paid
and what the total amount will be based on the prior-year
consolidated earnings and other factors. Bonuses are
distributed from earnings where Mitsubishi Corporation
achieves a level of earnings that leads to improved corporate
value. Specifically, bonuses are only paid when consolidated
net income exceeds consolidated capital cost, and an
upper limit is set for the total amount to be paid.
Reserved retirement remuneration: Reserved retirement
remuneration is set aside in a certain amount every year
as consideration for the performance of duties, and the
accumulated amount is calculated and paid in full upon
retirement of a Director by resolution of the Board of
Directors.
Stock-option-based remuneration (Note): Stock options
as remuneration are grants from the perspective of aligning
Directors' interests with those of shareholders and creating
value over the medium and long terms.
Note: Generally, stock options cannot be exercised for
two years from the date they are granted. Furthermore,
Directors, excluding Outside Directors, and Executive
Officers cannot sell shares, including shares acquired
by exercising stock options, during their terms until
their shareholdings reach a certain level stipulated
by position.
2) Regarding Directors' monthly remuneration, reserved
retirement remuneration and stock option as remuneration,
the 2010 Ordinary General Meeting of Shareholders approved
a payment limit of 1.6 billion yen per annum. Remuneration
is paid within this remuneration limit subject to approval
of the Board of Directors.
3)Meanwhile, bonuses are subject to approval by the Ordinary
General Meeting of Shareholders every year, given their
strong linkage to Mitsubishi Corporation's net income.
------------------------------------------------------------------
(7) Support System for Outside Directors (Outside Corporate
Auditors)
The Administrative Office for Directors and the Corporate
Auditorsf Office provide assistance to Outside Directors and
Outside Corporate Auditors, respectively. These support sections
distribute materials in advance of Board of Directors meetings and,
in principle, offer advance briefings.
2. Matters Concerning Business Execution, Audit and Supervision,
Nomination, Remuneration and Other Functions
Mitsubishi Corporation maintains the following corporate
governance system in order to ensure sound, transparent
and efficient management:
(1) Board of Directors
The Board of Directors has 14 members, comprising 9 Inside
Directors and 5 Outside Directors, who represent more than
one-third of all Directors. One of the Directors is a woman.
The Board of Directors meetings are also attended by 5 Corporate
Auditors, 3 of whom are Outside Corporate Auditors. One
of the Corporate Auditors is a woman.
As a rule, the Board convenes once a month and is responsible
for making decisions concerning important management issues
and overseeing business execution. The objective and expert
viewpoints of Outside Directors and Outside Corporate Auditors
ensure appropriate decision-making and management oversight.
Special Directors may approve Board of Directors' resolutions
for the purpose of making decisions on urgent tenders and
so forth.
(2) Board of Directors' Advisory Bodies
The Governance & Compensation Committee and the International
Advisory Committee serve as advisory bodies to the Board
of Directors. The Governance & Compensation Committee is
made up of 3 inside officers and 5 outside officers. One
of the members is a woman. This Committee conducts continuous
reviews of corporate governance-related issues at Mitsubishi
Corporation and also discusses the remuneration system for
Directors and Corporate Auditors, including the policy for
setting remuneration and appropriateness of remuneration
levels for these corporate officers, and monitors operation
of this system. The International Advisory Committee is
made up of 4 inside officers, 2 Outside Directors and 7
outside experts. This Committee holds discussions on management
issues concerning Mitsubishi Corporation and advises management
from a global perspective.
(3) Business Execution
The President & CEO (who is responsible for the execution
of business), manages Mitsubishi Corporation's business
through the Executive Committee, a decision-making body
of Executive Officers. Important management issues are first
determined by the Executive Committee, which meets around
twice a month, and then referred to the Board of Directors
for deliberation and final determination.
Furthermore, in order to clarify the functions and responsibilities
of officers for executing duties, we introduced the Executive
Officer System, thereby promoting faster and more efficient
business execution.
(4) Corporate Auditor Audits
Mitsubishi Corporation has 2 full-time Inside Corporate
Auditors who are past employees of Mitsubishi Corporation
and 3 Outside Corporate Auditors, all of whom have a wealth
of knowledge and experience in their respective fields.
The 2 full-time Corporate Auditors have experience in Mitsubishi
Corporationfs Corporate Planning Department as well as finance
and accounting departments. 2 of the 3 Outside Corporate
Auditors have many years of experience as a university professor
(accounting) and an attorney (corporate law), respectively,
while the other Outside Corporate Auditor has experience
in key posts at the Board of Audit Japan and elsewhere.
Of the 5 Corporate Auditors, the 2 full-time Corporate Auditors
and Outside Corporate Auditors Eiko Tsujiyama and Hideyo
Ishino have a considerable degree of knowledge and experience
concerning finance and accounting.
One of the full-time Corporate Auditors heads the Board
of Corporate Auditors as the Senior Corporate Auditor and
is also the specified Corporate Auditor stipulated by the
law. Corporate Auditors are assisted as needed by the 4-member
Corporate Auditors' Office, which is an independent organizational
body.
Corporate Auditors attend important in-house meetings, and
hold discussions with internal departments, including important
offices in Japan and overseas. At the same time, Corporate
Auditors hold regular meetings with Mitsubishi Corporation's
independent auditors and Internal Audit Department, to accurately
and in a timely manner grasp Mitsubishi Corporation's situation
through close cooperation. Furthermore, Corporate Auditors
exchange information with Corporate Auditors of subsidiaries
and other entities that are important from the perspective
of the management of the Group.
(5) Internal Audits
Regarding internal audits, the Internal Audit Department
(which had 123 members as of March 31, 2014) conducts audits
of the Mitsubishi Corporation, overseas regional subsidiaries
and affiliated companies from a Company-wide perspective.
In addition, each business group has established its own
internal audit organization, which audits the operations
that fall under its group organization on a consolidated
basis. These internal audits are based on annual audit plans
and are conducted after selecting audit targets. The results
of audits are reported each time to the President, Corporate
Auditors and other concerned parties. They are also reported
regularly to the Board of Directors and the Executive Committee.
(6) Accounting Audits
The 4 certified public accountants who carried out the independent
audit of Mitsubishi Corporation were Kohei Kan, Kazuaki
Furuuchi, Hideo Shirota and Masayuki Yamada of Deloitte
Touche Tohmatsu LLC. They were assisted by 32 certified
public accountants, 24 junior accountants and 37 other staff.
---------------------------------------------------------------------
3. Reason for Selecting Present Corporate Governance System
From a viewpoint of structuring an effective corporate governance
system, Mitsubishi Corporation put efforts into ensuring
sound, transparent and efficient management, by appointing
independent Outside Directors and Outside Corporate Auditors
to strengthen management supervision, and adopting the executive
officer system, with the base of the Corporate Auditor System.
The independence of these executives is ensured through
the following selection criteria, in order to clarify the
role expected of Outside Directors and Outside Corporate
Auditors:
Selection Criteria for Outside Directors
1. Outside Directors are elected from among those individuals
who have an eye for practicality founded on a wealth of
experience as corporate executives, as well as an objective
and expert's viewpoint based on extensive insight regarding
the global situation and social and economic trends. Through
their diverse perspectives, Outside Directors help ensure
levels of decision-making and management oversight appropriate
to our Board of Directors.
2. To enable Outside Directors to fulfill their assigned
task, attention is given to maintaining their independence;
individuals incapable of preserving independence will not
be selected to serve as Outside Directors.
3. Mitsubishi Corporation operations span a broad range
of business domains; hence there may be cases of conflict
of interest stemming from business relationships with firms
in which the corporate executives appointed as Outside Directors
of Mitsubishi Corporation have executive authority. Mitsubishi
Corporation copes with this potential issue through appropriate
procedures meant to exclude the possibility of such conflict
of interest, and maintains an appropriate level of governance
by preserving a variety of viewpoints through the selection
of numerous Outside Directors.
Selection Criteria for Outside Corporate Auditors
1. Outside Corporate Auditors are selected from among individuals
possessing a wealth of knowledge and experience across various
fields that is helpful in performing neutral and objective
audits which, in turn, will help to ensure sound management.
2. To enable Outside Corporate Auditors to fulfill their
assigned task, attention is given to maintaining their independence;
individuals incapable of preserving this independence will
not be selected to serve as Outside Corporate Auditors.
----------------------------------------------------------------------
III. Implementation of Initiatives Concerning Shareholders and
Other Stakeholders
1. Measures to Ensure an Active Ordinary General Meeting of
Shareholders and Smooth Exercise of Voting Rights
Item Applicable Remarks
--------------------------------- ----------- -----------------------------------
a. Early notification of # Notice of convocation is
the Ordinary General Meeting sent three weeks before
of Shareholders the meeting.
--------------------------------- ----------- -----------------------------------
b Scheduling of the Ordinary # The meeting is timed to
General Meeting of Shareholders avoid dates when most other
to avoid dates of most companies hold their ordinary
other shareholder meetings shareholder meetings.
--------------------------------- ----------- -----------------------------------
c. Allows voting rights # This has been possible since
to be exercised via the 2004.
Internet
--------------------------------- ----------- -----------------------------------
d. Participation in an # Mitsubishi Corporation has
electronic voting platform, participated in an electronic
and other initiatives to voting platform since 2008.
enhance the voting environment
for institutional investors
--------------------------------- ----------- -----------------------------------
e. Provision of notice # The notice of convocation
of convocation (summary) is also prepared in English.
in English
--------------------------------- ----------- -----------------------------------
f. Other # The notice of convocation
is posted on Mitsubishi
Corporation's website, along
with an English version,
after being sent to shareholders.
Mitsubishi Corporation also
surveys the results of voting
on proposals by shareholders
in attendance at ordinary
shareholder meetings, and
releases the results in
an extraordinary report.
--------------------------------- ----------- -----------------------------------
g. None
--------------------------------- ----------- -----------------------------------
.
2. Investor Relations (IR) Activities
Item Applicable (*) Remarks
----------------------------- ----------- ---- -------------------------------------------
a. Creation and announcement # - Mitsubishi Corporation
of a disclosure policy has created Information
Disclosure Regulations
as internal regulations,
and ensures they are
understood internally.
----------------------------- ----------- ---- -------------------------------------------
b. Holds regular investor # # Regular meetings are
meetings for individual held. In the fiscal year
investors ended March 31, 2014,
meetings for individual
investors were held in
three Japanese cities,
including Tokyo and Osaka.
----------------------------- ----------- ---- -------------------------------------------
c. Holds regular investor # # Regular meetings are
meetings for analysts held. In addition to
and institutional investors earnings release presentations
every quarter, business
groups and the CFO hold
small meetings.
----------------------------- ----------- ---- -------------------------------------------
d. Holds regular investor # # Regular meetings are
meetings for overseas held. Mitsubishi Corporation
institutional investors conducts overseas IR
tours two or three times
a year, visiting institutional
investors in Europe,
the U.S. and Asia.
----------------------------- ----------- ---- -------------------------------------------
e. Posts IR materials # - Various reference information
on Mitsubishi Corporation's for investors is posted
website on the Investor Relations
section of Mitsubishi
Corporation's website.
(http://www.mitsubishicorp.com/jp/en/ir/)
----------------------------- ----------- ---- -------------------------------------------
f. Established an IR # - Mitsubishi Corporation
office (officers) has an Investor Relations
Department, with full-time
staff who conduct IR
activities. The director
responsible for IR is
the Corporate Functional
Officer (CFO).
----------------------------- ----------- ---- -------------------------------------------
g. Other
----------------------------- ----------- ---- -------------------------------------------
h. None
----------------------------- ----------- ---- -------------------------------------------
*Includes speeches by Mitsubishi Corporationfs chairman,
president and other representative directors
3. Measures Concerning Respect of the Standpoint of
Stakeholders
Item Applicable Remarks
-------------------------------- ----------- ----------------------------------------
a. Prescribed respect for # Mitsubishi Corporation set
the standpoint of stakeholders forth rules concerning relationships
in internal regulations, with society as a whole
etc. in the internal regulations
regarding corporate philosophy
such as, The Three Corporate
Principles (Mitsubishi Corporation's
corporate philosophy), the
Corporate Standards of Conduct,
the Code of Conduct and
others. Mitsubishi Corporation
aims to be a company that
wins the admiration of all
stakeholders, including
shareholders and customers,
and contributes to society.
-------------------------------- ----------- ----------------------------------------
b. Environmental protection # Mitsubishi Corporation's
and CSR activities Corporate Standards of Conduct
build upon the foundation
of the Three Corporate Principles
and establish Mitsubishi
Corporationfs expectations
with regard to how business
should be conducted, encompassing
aspects such as commitment
to enriching society, respecting
human rights and striving
to protect and improve the
global environment. However,
as the response of companies
to environmental and various
other social issues is important,
Mitsubishi Corporation is
working to create societal
value and environmental
value along with economic
value as it aims to achieve
its overarching goal of
realizing sustainable corporate
value. In April 2008, Mitsubishi
Corporation appointed a
Senior Executive Vice President
in charge of CSR & Environmental
Affairs as well as established
the CSR & Environmental
Affairs Committee, whose
members include Senior Executive
Vice Presidents. Among its
responsibilities, this committee
discusses Mitsubishi Corporation's
basic policies concerning
CSR and environmental activities.
The CSR & Environmental
Affairs Advisory Committee
was set up as an advisory
body. Made up of 10 respected
individuals from outside
Mitsubishi Corporation,
the CSR & Environmental
Affairs Advisory Committee
provides advice regarding
the Mitsubishi Corporation
Group's approach to CSR
and environmental affairs.
Mitsubishi Corporation has
specified the following
four key fields to focus
on in its social contribution
activities: ongoing social
contribution activities
conceived and conducted
voluntarily by employees
(Friendship Camp for Mothers
and Children, etc.); programs
that contribute in regions
around the world; activities
in the public welfare and
education fields (exchange
student scholarships, etc.);
and activities in the fields
of art and culture. Mitsubishi
Corporation is committed
to actively giving back
to society in each of these
four key fields.
In April 2011, Mitsubishi
Corporation established
the Mitsubishi Corporation
East Japan Earthquake Recovery
Fund for helping with relief
and recovery efforts in
disaster-stricken areas.
This fund has awarded scholarships
to university students,
and provided grants to NPOs
and other groups to support
their activities. In addition,
Mitsubishi Corporation employees
have been conducting volunteer
activities in affected areas.
Moreover, in March 2012,
Mitsubishi Corporation established
the Mitsubishi Corporation
Disaster Relief Foundation
with the objective of helping
revive industry and create
jobs in disaster-stricken
regions. On May 17, 2012,
it obtained certification
as a public interest incorporated
foundation.
-------------------------------- ----------- ----------------------------------------
c. Formulated policy on # Mitsubishi Corporation has
the provision of information created Information Disclosure
to stakeholders Regulations as internal
regulations, and ensures
they are understood internally.
-------------------------------- ----------- ----------------------------------------
d. Other Mitsubishi Corporation believes
a robust organization that
embraces diversity is essential
to creating sustainable
corporate value. Our people
must grow together through
friendly competition and
diligence, and understand
one anotherfs unique values.
To this end, Mitsubishi
Corporation promotes various
human resource initiatives.
Mitsubishi Corporation established
the Diversity Office on
October 1, 2014 in order
to encourage female employeesf
career advancement, with
an initial target to increase
the percentage of female
employees in management-level
positions to more than 10%
by the year 2020.
Mitsubishi Corporation has
already taken a number of
steps to encourage female
employees to continue their
careers. These include securing
daycare facilities to help
employees make a smooth
transition back to work
following periods taken
off for childcare, allowing
employees to work flexible
hours so they can continue
working while fulfilling
child or family care responsibilities,
and re-employing employees
who previously had to resign
because their partners were
relocated.
Mitsubishi Corporation will
continue to upgrade internal
systems aimed at creating
the most comfortable and
supportive workplaces possible,
and ensure that all employees
are aware of their options.
Looking forward, Mitsubishi
Corporation hopes to support
career advancement of female
employees throughout the
MC Group.
-------------------------------- ----------- ----------------------------------------
e. None
-------------------------------- ----------- ----------------------------------------
IV. Internal Control System
1)Basic Stance Regarding Internal Control System and Status of
Establishment
#Internal Control System
Mitsubishi Corporation is building and operating an internal
control system, as discussed below, so as to ensure that
business activities are conducted properly and in conformity
with laws and its Articles of Incorporation. Efforts are
ongoing to reform and improve this system.
1. Efficient Business Execution
The president delineates basic management policies and sets
specific management goals. At the same time, the president
formulates management plans and oversees progress in achieving
targets efficiently. The organization is realigned and resources
deployed as necessary so as to achieve management targets
in the most efficient manner possible. Furthermore, the
organizational chain of command is clearly laid out and
authority is delegated to managers and staff of organizational
bodies to the extent necessary to accomplish targets. These
people are required to submit reports regularly.
2. Compliance
Compliance, which is defined as acting in compliance with
laws and regulations and in conformity with social norms,
is regarded as a matter of the highest priority in conducting
business activities. Mitsubishi Corporation has formulated
a Code of Conduct for all officers and employees, which
specifies basic matters in relation to compliance. Efforts
are made to ensure that all officers and employees are familiar
with the Code of Conduct and that Mitsubishi Corporationfs
corporate philosophy is understood and practiced.
To promote compliance, Mitsubishi Corporation has established
a cross-organizational framework headed by the Chief Compliance
Officer. Mitsubishi Corporation is also taking preventive
and corrective measures such as offering training regarding
various laws and regulations.
Regarding the status of compliance, in addition to a framework
for receiving reports from all organizations throughout
Mitsubishi Corporation, Mitsubishi Corporation has established
an internal whistleblower system. Through these structures
and systems, Mitsubishi Corporation identifies problems
and shares information. Regular reports are also made to
the Board of Directors on the status of compliance.
3. Risk Management
Regarding risks associated with business activities, Mitsubishi
Corporation has designated categories of risk-such as credit,
market, business investment, country, compliance, legal,
information management, environmental, and natural disaster-related
risks-and has established departments responsible for each
category. Mitsubishi Corporation also has in place policies,
systems and procedures for managing risk. Furthermore, Mitsubishi
Corporation responds to new risks by immediately designating
a responsible department to manage such risks.
With respect to individual projects, the person responsible
for the applicable department makes decisions within the
scope of their prescribed authority after analyzing and
assessing the risk-return profile of each project in accordance
with Company-wide policies and procedures. Projects are
executed and managed on an individual basis in accordance
with this approach.
In addition to managing risk on an individual project basis,
Mitsubishi Corporation assesses risk for Mitsubishi Corporation
as a whole with respect to risks that are capable of being
monitored quantitatively and manages these risks properly,
making reassessments as necessary.
4. Financial Reporting
To ensure the proper and timely disclosure of financial
statements, Mitsubishi Corporation has appointed personnel
responsible for financial reporting and prepares financial
statements in conformity with legal requirements and accounting
standards. These financial statements are released after
being discussed and confirmed by the Disclosure Committee.
Regarding the internal controls over financial reporting,
Mitsubishi Corporation conducts internal control activities
and monitors internal controls in accordance with the internal
control reporting system based on the Financial Instruments
and Exchange Act of Japan. Mitsubishi Corporation develops
activities on a Group-wide basis to ensure the effectiveness
of internal controls.
5. Management and Storage of Information
Regarding information related to business activities, personnel
responsible for managing business activities classify information
individually in accordance with its degree of importance.
These individuals also instruct users on the handling of
this information. The aim is to ensure information security
while promoting efficient administrative processing and
the sharing of information.
Responsible personnel store for a predetermined period documents
that must be stored by law and information that Mitsubishi
Corporation specifies as important in terms of internal
management. For all other information, responsible personnel
determine the necessity and period for storage of information
and store such information accordingly.
6. Ensuring Proper Business in Group Management
Mitsubishi Corporation specifies a responsible department
for the oversight of each subsidiary and affiliate and quantitatively
monitors business performance, management efficiency and
other operational aspects of each company every year. Efforts
are also made to monitor qualitative issues such as compliance
and risk management.
Mitsubishi Corporation strives to ensure proper business
conduct by subsidiaries and affiliates by sending directors
to sit on their boards, executing joint venture agreements,
exercising its voting rights and in other ways. In this
way, and through various initiatives designed to sustain
growth at each company, Mitsubishi Corporation aims to raise
corporate value on a consolidated basis.
7. Auditing and Monitoring
To more objectively review and evaluate the business activities
of each organization, Mitsubishi Corporation conducts regular
audits through an internal audit organization.
8. Corporate Auditors
Corporate Auditors attend and express opinions at meetings
of the Board of Directors and other important management
meetings. In addition, Corporate Auditors gather information
and conduct surveys, keeping channels of communication open
with Directors, executive officers, employees and others
who cooperate with these efforts.
If there is a risk of a certain level of financial loss
or a major problem, the person responsible for the department
concerned is required to immediately report to Corporate
Auditors in accordance with predetermined standards and
procedures.
To raise the effectiveness of audits conducted by Corporate
Auditors, personnel are appointed to assist Corporate Auditors
in carrying out their duties. Mindful of the need for independence,
the opinions of Corporate Auditors are respected and other
factors taken into consideration when evaluating and selecting
people to assist them.
#Business Continuity Planning ('BCP')
Mitsubishi Corporation has prescribed a 'Code for Dealing
With Large-scale Natural Disasters and Accidents' and has
set out basic policies for responding to natural disasters
and incidents that could affect the safety and wellbeing
of employees as well as the earnings and assets and business
continuity, and to various other risks such as new strains
of influenza and other contagious diseases. There are three
basic policies: (1) Our first priority is to ensure and
verify the safety of employees and their families; (2) We
will work to maintain and continue Mitsubishi Corporation's
important functions and operations and, if interrupted,
restore them quickly; and (3) We will help with rescue and
restoration efforts in local communities.
-----------------------------------------------------------------------
2. Basic Policies to Protect Against Entities and Individuals
Engaged in Unlawful Activities and Status of Establishment
Mitsubishi Corporation firmly opposes any organization,
group or individual engaged in unlawful activities and does
not provide money or other types of economic benefit to
them. This basic policy is clearly set out in Mitsubishi
Corporationfs 'Code of Prohibition against Improper Payments
or Other Types of Benefits' and the 'Code of Conductf ('Code')'
adopted in March 1998 and September 2000, respectively.
Mitsubishi Corporation also ensures that this basic policy
is widely understood and complied with by all of the directors,
officers and employees of Mitsubishi Corporation, among
other things, by obtaining a written commitment to the Code
from them every year.
Mitsubishi Corporation has established an internal corporate
structure in order to take immediate action to respond to
unexpected circumstances, by appointing a department to
create close cooperating relationships with outside authorities
and specialists, and promoting to include a clause regarding
the Organized Crime Exclusion Ordinances on contracts.
-----------------------------------------------------------------
V. Other
1. Matters concerning anti-takeover measures
Yes
#No
2. Other matters concerning the corporate governance
framework
Outline of the Information Disclosure System
Mitsubishi Corporation discloses information based on applicable
laws and regulations, as follows:
1. Information Covered by This Policy
Mitsubishi Corporation covers ematerial informationf as
stipulated by applicable laws and regulations. This includes
information related to corporate decisions and occurrence
of material fact as stipulated by the Tokyo Stock Exchange
('TSE') in accordance with its policies for timely information
disclosure, and information such as financial statements
to be disclosed as mandatory disclosures in accordance with
the Companies Act and the Financial Instruments and Exchange
Act of Japan, as well as similar types of information such
as integrated reports. Mitsubishi Corporation discloses
information observing the following disclosure principles.
2. Basic Principles Regarding the Disclosure of Material
Information
Mitsubishi Corporation discloses material information based
on the following five principles:
Transparency:
Mitsubishi Corporation discloses information in a factual
manner, regardless of the content.
Timeliness:
Mitsubishi Corporation discloses information promptly, without
delay, following occurrences that warrant disclosure.
Fairness:
Mitsubishi Corporation disperses information fairly to our
various stakeholders.
Continuity:
Mitsubishi Corporation discloses information in a steady,
continuous manner.
Confidentiality:
Mitsubishi Corporation does not provide information to third
persons before information has officially been announced
by Mitsubishi Corporation.
3. Framework for Disclosure of Material Information
The internal framework for disclosing material information
(as described above) is as follows:
* Timely Information Disclosure System in Accordance With
the Rules of the TSE
At Mitsubishi Corporation, the executive officer in charge
of corporate communications is responsible for timely information
disclosure, and he or she designates the general manager
of the Corporate Communications Department to be the person
in charge of managing information on a day-to-day basis.
The Corporate Communications Department, as the department
in charge of timely information disclosure, works to promote
awareness regarding the importance of timely disclosure
inside Mitsubishi Corporation. At the same time, each department
reports to and consults with the Corporate Communications
Department about any decisions or occurrences that are thought
to have bearing on the decisions of investors.
The general manager of the Corporate Communications Department
carries out the necessary disclosure after confirming the
necessity to disclose information.
* Disclosure System for Material Information Prescribed
by Laws and Regulations Other Than That Covered by the Rules
of the TSE
Apart from the timely information disclosure stipulated
by the TSE, Mitsubishi Corporation also provides information
as required by applicable laws and regulations. Various
types of material information, such as those outlined below,
are determined by executive officers and individual departments
in charge after discussion and deliberation, including with
other departments, and information is then disclosed in
accordance with applicable laws and regulations.
1) Disclosure based on the Companies Act of Japan (business
reports, account statements and accompanying supplemental
schedules, and consolidated account statements)
2) Disclosure based on the Financial Instruments and Exchange
Act (financial statements, quarterly reports, internal control
reports, extraordinary reports, securities registration
statements, shelf registration statements and documentation
related to issuances, etc.) (Note)
3) Disclosure based on other regulations (integrated reports,
etc.)
Note: Mitsubishi Corporation's Disclosure Committee discusses
and confirms the details of the disclosures and appropriate
scope regarding financial statements, quarterly reports
and internal control reports that are submitted based on
the Financial Instruments and Exchange Act. The Disclosure
Committee is chaired by the Corporate Functional Officer
(CFO) and is made up of representatives from relevant departments
such as the Corporate Planning Department, the Corporate
Communications Department, the Investor Relations Department,
the Finance Department, the Corporate Administration Department,
and the Legal Department. The results of deliberations are
reported to the President. The President then submits a
report confirming the appropriateness of the details of
financial statements and quarterly reports to the TSE based
on the details of the report he/she receives. The details
of the financial statements and internal control reports
are submitted to the Board of Directors, while the details
of quarterly reports are reported to the Board of Directors.
--------------------------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFFWSWSFLSEIE
Mitsub.Corp (LSE:MBC)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Mitsub.Corp (LSE:MBC)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
