MC has made strengthening corporate governance on an ongoing basis an important management concern as the foundation for ensuring sound, transparent and efficient management. MC, based on the Audit & Supervisory Board Member System, is thus working to put in place a corporate governance system that is even more effective. This includes strengthening management supervision through such measures as appointing Outside Directors and Outside Audit & Supervisory Board Members (five Outside Directors and three Outside Audit & Supervisory Board Members) who satisfy the conditions for Independent Directors or Independent Audit & Supervisory Board Members, and establishing advisory bodies to the Board of Directors where the majority of members are Outside Directors and Outside Audit & Supervisory Board Members as well as other experts from outside the company (Governance, Nomination and Compensation Committee and International Advisory Committee). At the same time, MC uses the executive officer system for prompt and efficient decision-making and business execution.Our efforts to improve and strengthen our internal control system are ongoing in order to increase corporate value through proper and efficient business operations in conformity with the law and our Articles of Incorporation. The internal control system covers compliance, financial reporting, internal auditing and monitoring, management and storage of information, risk management, efficient business execution, ensuring proper business in group management, and the Audit & Supervisory Board Members.Note: The members removed their face masks only when this picture was taken, and ensured proper distance between their seats during the meeting.Member Composition (as of July 1, 2021) ■Overseas members (6):Ambassador Richard Armitage (Former United States Deputy Secretary of State (U.S.A.))Professor Joseph S Nye(Harvard University Distinguished Service Professor (U.S.A.))Ratan N Tata (Chairman, Tata Trusts (India))George Yeo (Former Chairman of Kerry Logistics Network (Singapore))Niall FitzGerald KBE (Former CEO & Chairman, Unilever (Ireland))Jaime Augusto Zobel de AyalaⅡ(Chairman, Ayala Corporation (the Philippines))3 In-house Members5 Outside Members6 Overseas Members5 Japanese MembersInternational Governance, Nomination and Compensation CommitteeInternational Advisory CommitteeRequest6 In-house Directors5 Outside DirectorsAdviceAppointment and Supervision of Executive Officers(1) Debate on important matters regarding management and matters to be resolved by theBoard of Directors, as defined by law and the Articles of Incorporation (2) Report on business executionBoard of DirectorsGovernance, Nomination & Compensation CommitteeAdvisory CommitteeExecutive StructureAppointment/DismissalDetermination of Remuneration ParametersAudit/Report2 Full-time Audit & Supervisory Board Members (In-house)3 Outside Audit & Supervisory Board MembersDelegation of authority on matters other than (1) on left(management decision-making body)General Meeting of ShareholdersExecutive Committee President & CEOInternal Audit Dept.■Japanese members (5):Ken Kobayashi* (Chairman of the Board)Takehiko Kakiuchi (Member of the Board, President & CEO)Yasuteru Hirai (Member of the Board, Executive Vice President)Akitaka Saiki (Outside Director)Tsuneyoshi Tatsuoka (Outside Director)Member Composition (as of July 1, 2021)■Outside members (5):Akihiko Nishiyama (Outside Director)Akitaka Saiki (Outside Director)Tsuneyoshi Tatsuoka (Outside Director)Shunichi Miyanaga (Outside Director)Sakie Akiyama (Outside Director)(Audit & Supervisory Board)Mutual Cooperation Among Audit & Supervisory Board Members, Internal Audit Dept. and Independent AuditorsNote: Taken at the latest in-person committee meeting. Advice and recommendations of committee members were obtained remotely during fiscal year ended March 31, 2021.Audit & Supervisory Board MembersAppointment/DismissalDetermination of Remuneration ParametersAppointment/DismissalReportAccounting AuditAuditIndependent Auditors■In-house members (3):Ken Kobayashi* (Chairman of the Board)Takehiko Kakiuchi (Member of the Board, President & CEO)Shuma Uchino (Full-time Audit & Supervisory Board Member)*Committee Chairperson*Committee Chairperson33Corporate Governance and Internal Control System
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