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ANNUAL REPORT 2011

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DISCOVERING OUR POTENTIAL
Sustainability

CORPORATE AUDITORS (As of July 1, 2011)

Yukio Ueno

Jun. 2010
Senior Corporate Auditor (full time) (Present Position)
Apr. 2007
Member of the Board, Senior Executive Vice President, Corporate Functional Officer (Corporate Communications, Corporate Administration & Legal), Chief Compliance Officer, Regional CEO for Japan
Apr. 2005
Member of the Board, Senior Executive Vice President, Regional CEO for Kansai Block (Concurrently) General Manager, Kansai Branch, Regional Officer for Japan.
Oct. 2001
Executive Vice President, General Manager, Corporate Planning Dept.
Apr. 2001
Managing Director, General Manager, Corporate Planning Dept.
Jun. 1998
Director, General Manager, President Office
Apr. 1968
Joined MC

Shigeru Nakajima *

Jun. 2004
Corporate Auditor, MC (Present Position)
Nov. 1984
Admitted to the Japan Patent Attorneys Association
Apr. 1983
Founded Nakajima Transaction Law Office (Present Position)
Apr. 1979
Admitted to the Japan Bar

Osamu Noma

Jun. 2011
Corporate Auditor
Apr. 2010
Senior Vice President ("Riji"), General Manager, Corporate Auditors' Office
Apr. 1978
Joined MC
Successively held posts of Division COO, Merchant Banking, M&A Division, General Manager, Corporate Auditors' Office

Eiko Tsujiyama *

Jun. 2008
Corporate Auditor, MC (Present Position)
Apr. 2003
Professor, Graduate School of Commerce, Waseda University (Present Position)
Apr. 1991
Professor, Faculty of Economics, Musashi University (Retired Mar. 2003)
Apr. 1985
Assistant Professor, Faculty of Economics, Musashi University
Aug. 1980
Assistant Professor, Humanities Department, Ibaraki University (Retired Mar. 1985)
Apr. 1977
Lecturer, Humanities Department, Ibaraki University

Eisuke Nagatomo *

Jun. 2008
Corporate Auditor, MC (Present Position)
Apr. 2008
Visiting Professor, Graduate School of Commerce, Waseda University (Present Position)
Oct. 2007
President and CEO, EN Associates Co., Ltd. (Present Position)
Dec. 2005
Managing Director, Chief Regulatory Officer, Tokyo Stock Exchange, Inc. (Retired in Jun. 2007)
Jun. 2003
Managing Director, Tokyo Stock Exchange, Inc.
Nov. 2001
Executive Officer, Tokyo Stock Exchange, Inc.
Apr. 1971
Joined Tokyo Stock Exchange
*
Indicates an outside corporate auditor as provided for in Article 2-16 of the Companies Act.

message from the board of corporate auditors

MC's Board of Corporate Auditors has three outside corporate auditors and two full-time in-house corporate auditors who are former MC employees. Each of the outside corporate auditors has a field of expertise. Besides attending meetings of the Board of Directors and Board of Corporate Auditors, the outside corporate auditors meet with MC's independent auditors, directors and executive officers in order to accurately grasp the current state of affairs. Based on this information, they actively express opinions from a neutral and objective standpoint. The two full-time in-house corporate auditors draw on their experience working at MC to fulfill their responsibilities. One of them serves as the senior corporate auditor, who chairs the Board of Corporate Auditors and is also the specified corporate auditor stipulated by law. MC also has a Corporate Auditors' Office to assist the activities of the corporate auditors, as an independent organizational body. The 5-member dedicated staff of the Corporate Auditors' Office provide assistance as required.

Corporate auditors and staff of the Corporate Auditors' Office attend important in-house meetings, and visit and hold discussions with internal departments, including important offices in Japan and overseas, so as to keep channels of communication open with people in the company and in doing so correctly assess the current state of affairs. The Board of Corporate Auditors works closely with MC's independent auditors and Internal Audit Department, holding regular meetings and sharing opinions.

Furthermore, corporate auditors visit main subsidiaries and affiliates and hold discussions with directors and other management personnel of these entities. At the same time, we regularly exchange information with full-time auditors of main subsidiaries and affiliates, using these meetings as a forum to share MC's management policy in our efforts to create an environment conducive to auditing the corporate group.

In addition, we create opportunities to hold discussions with respected individuals from outside the company who give us their expert opinions. These external perspectives are put to good use in MC's audit activities.

Through these activities, we audit directors' decision-making process and their performance of duties based on the Companies Act and other laws and regulations, MC's Articles of Incorporation and internal rules and regulations. By requesting improvements and providing advice as necessary, we seek to help ensure MC's healthy, sustained growth and contribute to the establishment of a corporate governance system that earns society's trust.

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