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Mitsubishi Corporation has Offices & Subsidiaries in approximately 90 countries and regions worldwide

  • Japan (Head Office)
  • North America
  • Latin America & the Caribbean
  • Europe
  • Africa
  • Middle East
  • Central Asia
  • East Asia
  • Asia & Oceania
  • Japan (Head Office)
  • North America
  • Latin America &
    the Caribbean
  • Europe
  • Africa
  • Middle East
  • Central Asia
  • East Asia
  • Asia & Oceania

Japan (Head Office)

North America

Latin America & the Caribbean

Please see details of our activities in Latin America & the Caribbean here.

Corporate Brochure

Central Asia

Mitsubishi Corporation

Approaches to Corporate Governance
- Mitsubishi Corporation's Corporate Governance System Supporting Sustainable Growth

Basic Policy

Mitsubishi Corporation's corporate philosophy is enshrined in the Three Corporate Principles. 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.
In order to achieve these goals, Mitsubishi Corporation recognizes strengthening corporate governance on an ongoing basis as its important subject concerning management as it is foundation for ensuring sound, transparent and efficient management. Mitsubishi Corporation, 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 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, Outside Audit & Supervisory Board Members and other experts from outside Mitsubishi Corporation. At the same time, Mitsubishi Corporation uses the executive officer system etc. for prompt and efficient decision-making and business execution.

Corporate Governance Framework (as of June 19, 2020)

Initiatives to Enhance the Effectiveness of the Board of Directors

In order for each member to perform his/her duties to further enhance Mitsubishi Corporation's governance for its sustained growth, Mitsubishi Corporation continues to strengthen information provision and support necessary for Outside Directors and Outside Audit & Supervisory Board Members.

Board of Directors Evaluation of the Effectiveness of the Board of Directors Governance, Nomination and Compensation Committee President's Performance Evaluation Committee International Advisory Committee Briefing Sessions Before Board of Directors' Meetings Informal Meetings of the Board of Directors Meetings of Independent Outside Directors and Independent Outside Audit & Supervisory Board Members Site Visits to Business Investees Orientation upon Assumption of Office Dialogues and Interactions with Officers and Employees

*Record in the Fiscal Year Ended March 2020

Board of Directors and Board of Directors' Advisory Bodies

Board of Directors

The Board of Directors is responsible for making decisions concerning important management issues and overseeing business execution. In-house Directors utilize their rich experience of working within Mitsubishi Corporation, and Outside Directors utilize their practical, objective, and professional perspectives to ensure appropriate decision-making and management oversight.

Composition and Size of the Board of Directors and the Policy and Process for Appointing Nominated Directors

Composition and Size In principle, the Board of Directors is an appropriate size for conducting deliberations, with one third or more being made up of Outside Directors.
Appointment Policy To ensure decision-making and management oversight are appropriate for Mitsubishi Corporation 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 Mitsubishi Corporation 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 President & CEO, Mitsubishi Corporation's in-house Directors are appointed from executive officers responsible for companywide management, Corporate Staff operations, and other areas.
Outside Directors Outside 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 situation and socio-economic trends.
Appointment Process The President & CEO 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.

Evaluation of the Effectiveness of the Board of Directors

The Governance, Nomination and Compensation Committee held deliberations* in October 2019, and in the fiscal year ended March 2020, Director Akitaka Saiki and Audit & Supervisory Board Member Tadashi Kunihiro who serve as Independent Outside Director and Independent Outside Audit & Sup ervisory Board Member, respectively, took the lead in formulating questions, conducting interviews, and analyzing and evaluating responses.

*An evaluation process led by Outside Directors and Outside Audit & Supervisory Board Members was confirmed to be effective after verifying the adequacy of evaluation methods , which included verifying whether external evaluation would be needed or not; and the Board of Directors decided to continue using the similar method as the previous year. The evaluations were led by Outside Directors and Outside Audit & Supervisory Board Members in order to maintain objectivity and neutrality.

Specific Process

Board of Directors' Advisory Bodies

Governance, Nomination and Compensation Committee

  • Jul.
  • Oct.
  • Jan.
  • Mar.

The committee meets at least three times a year and a majority of its members are Outside Directors and Outside Audit & Supervisory Board Members. It deliberates on matters related to governance, nomination and compensation.

<Main Discussion Themes>
  • Composition of the Board of Directors and Audit & Supervisory Board, policy on appointment of and proposals for appointment of Directors and Audit & Supervisory Board Members
  • Requirements for the President and CEO and basic policies concerning the appointment and dismissal of the President and CEO, as well as personnel proposal of the President and CEO
  • Review of the remuneration package including the policy for setting remuneration and appropriateness of remuneration levels and composition
  • Evaluation of the effectiveness of the Board of Directors
<Composition of Committee (*Committee Chairman)>
Outside members (5):
  • Akihiko Nishiyama, Outside Director
  • Akitaka Saiki, Outside Director
  • Tsuneyoshi Tatsuoka, Outside Director
  • Shunichi Miyanaga, Outside Director
  • Sakie Akiyama, Outside Director
Inhouse members (3):
  • Ken Kobayashi,* Chairman of the Board
  • Takehiko Kakiuchi, Member of the Board, President & CEO
  • Shuma Uchino, Audit & Supervisory Board Member (full-time)

President's Performance Evaluation Committee

  • May

The President's Performance Evaluation Committee has been established as a subcommittee to the Governance, Nomination and Compensation Committee, comprising the same Chairman and Outside Directors as the parent committee to deliberate the assessment of the President's performance. The President is not a member.

International Advisory Committee

  • Oct.

The committee is comprises overseas experts of various backgrounds, including politics, business, government and academia, and provides recommendations and advice from an international perspective.

<Main discussion themes and keynote speakers> (Fiscal year ended March 31, 2020)
  • Opposing forces of populism and globalism, Professor Nye
  • Geopolitical impact on the global economy, Ambassador Armitage
  • Emerging markets in the digital age, Mr. FitzGerald
<Composition of Committee (*Committee Chairman)> (as of June 30, 2020)
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.)
  • Mr. Ratan N. Tata, Chairman, Tata Trusts (India)
  • Mr. George Yeo, Former Chairman of Kerry Logistics Network (Singapore)
  • Mr. Niall FitzGerald, KBE, Former CEO & Chairman, Unilever (Ireland)
  • Mr. Jaime Augusto Zobel de Ayala II, Chairman and CEO, Ayala Corporation (The Philippines)
Japanese members (5):
  • Ken Kobayashi,* Chairman of the Board
  • Takehiko Kakiuchi, Member of the Board, President & CEO
  • Akira Murakoshi, Member of the Board, Executive Vice President
  • Akitaka Saiki, Outside Director
  • Tsuneyoshi Tatsuoka, Outside Director

Information and Support for Outside Directors and Outside Audit & Supervisory Board Members

Briefing Sessions Before Board of Directors' Meetings

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 Outside Directors and Outside 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. A total of 33 hours were held in the fiscal year ended March 2020.

Informal Meetings of the Board of Directors

Informal meetings of the Board of Directors are held as necessary with all Directors and Audit & Supervisory Board Members to provide a forum for free discussion outside of Board of Directors' meetings.

Meetings of Independent Outside Directors and Independent Outside Audit & Supervisory Board Members

  • May
  • Sep.
  • Nov.
  • Dec.
  • Feb.

Mitsubishi Corporation endeavors to enhance cooperation among Independent Outside Directors and Independent Outside Audit & Supervisory Board Members by providing opportunities for free discussion about a wide range of themes related to the Company's business management and corporate governance, and these discussions are reported to the Board of Directors as necessary.

<Main Discussion Themes> (Fiscal Year Ended March 2020)

  • Planned agenda items for the Governance, Nomination and Compensation Committee
  • Enhancement of Mitsubishi Corporation governance and further contribution to be provided by Outside Directors and Outside Audit & Supervisory Board Members
  • Future issues based on evaluation of the effectiveness of the Board of Directors

Site Visits to Business Investees

For further understanding of the Mitsubishi Corporation Group's wide range of business lines, every year Outside Directors and Outside Audit & Supervisory Board Members participate in site visits to Group companies and other sites, and hold dialogues with the management of Group companies and others.
In August 2019, site visits were made to the Montney shale gas production and development site in Canada and to the LNG Canada project* development site. Through meetings with the local state government, city mayors and tribal leaders, Outside Directors and Outside Audit & Supervisory Board Members confirmed initiatives aimed at simultaneously generating economic, societal and environmental value while taking into account local stakeholders and the natural environment. They also visited a business development site where the Silicon Valley Branch of Mitsubishi Corporation (Americas) operates with a partner company.

Visits to Overseas Business Investees (Past Three Years)

  • August 2019 Montney shale gas production and development site and LNG Canada project* development site (Canada)
  • August 2018 Cermaq Group AS (Norway) / Offshore wind farm facility (North Sea)
  • April 2018 Large mixed-use redevelopment project / The Mandalay International Airport (Myanmar)
  • September 2017 Australia coking coal project (Australia)
LNG Canada project development site visit (August2019)
Cermaq salmon aquaculture site visit (August2018)

*A joint-venture business owned by five companies: Mitsubishi Corporation, Royal Dutch Shell plc and state-operated energy enterprises from Malaysia, China, and South Korea. The business intends to export and sell LNG to East Asia countries, including Japan.

Orientation upon Assumption of Office

To deepen understanding of Mitsubishi Corporation, all Business Groups and the Corporate Staff Section conduct orientation sessions for newly appointed Outside Directors and Outside Audit & Supervisory Board Members when they assume office.

Dialogues and Interactions with Officers and Employees

Through arranging dialogues and interactions, opportunities are created for Outside Directors and Outside Audit & Supervisory Board Members to strengthen connection with Group CEOs, Division COOs and candidates for next-term management executives. Opportunities are also set up for dialogue with mid-level and junior employees and used to collect information from the frontlines.

Audit & Supervisory Board

The Audit & Supervisory Board comprises all of the Audit & Supervisory Board Members responsible for auditing the decision-making processes and management performances of Directors in compliance with the Companies Act and other laws / regulations as well as Mitsubishi Corporation's Articles of Incorporation and internal rules / regulations. Full-time Audit & Supervisory Board Members and Outside Audit & Supervisory Board Members ensure the soundness of the management by executing audits with abundant working experience at the Company, and with various experiences in their particular field as well as a neutral and objective perspective , respectively . In addition to resolutions of matters required by law and other important issues, the Audit & Supervisory Board strives to enhance information-sharing among the M embers through briefings on key matters and reporting status on the auditing activities of each of the M embers.

Composition and Size of the Audit & Supervisory Board and the Policy and Process for Appointing Nominated Audit & Supervisory Board Members

Composition and Size In principle, the total number of Audit & Supervisory Board Members is 5, with more than half their number being made up of Outside Audit & Supervisory Board Members.
Appointment Policy To ensure Mitsubishi Corporation's sound business development and improve its social credibility through audits, several Audit & Supervisory Board Members are appointed from within and outside Mitsubishi Corporation with the depth of experience and high level of expertise needed for conducting audits.
Full-Time Audit & Supervisory Board Members Full-Time Audit & Supervisory Board Members are appointed from those with knowledge and experience in corporate management, finance, accounting, risk management, or other areas.
Outside Audit & Supervisory Board Members Outside Audit & Supervisory Board Members are appointed from those with rich knowledge and experience across various fields.
Appointment Process Having consultations with the Full-Time Audit & Supervisory board Members, the President & CEO creates a proposal for nominated Audit & Supervisory Board Members, which is then deliberated by the Governance, Nomination and Compensation Committee and approved by the Audit & Supervisory Board before being resolved by the Board of Directors and presented at the Ordinary General Meeting of Shareholders.

Main Activities of Directors (Board of Directors)

  1. 1. Dialogue s with Executive Officers

    Opportunities are created for all Audit & Supervisory Board Members, including Outside Audit & Supervisory Board Members, to engage in dialogue s with the Chairman of the Board, President and CEO, Corporate Functional Officers, Business Group CEOs, Business Division COOs, Administrative Department General Managers, and the General Manager of the Corporate Staff Section.

  2. 2. Attendance at Important Meetings

    Besides the Audit & Supervisory Board, the Full-time Audit & Supervisory Board Members attend meetings of major internal management bodies, including Board of Directors, Governance, Nomination and Compensation Committee, Executive Committee, Business Strategy Committee and Management Strategy Meeting and provide necessary opinions. Besides the Audit & Supervisory Board, the Outside Audit & Supervisory Board Members attend meetings of the Board of Directors after being briefed of discussions in the Executive Committee and lower conference bodies, and provide necessary opinions.

  3. 3. Onsite Audits and Observations

    Through onsite audits and observations in the fiscal year ended March 2020, Audit & Supervisory Board Members met with the CEOs and executive officers of 49 companies in 12 countries overseas and 10 domestic Mitsubishi Corporation companies, as well as the regional chiefs of 28 overseas and domestic officers, and reported the results of the audits to the Chairman of the Board, the President and CEO and relevant executive officers.

Donggi Senoro LNG site visit in Indonesia
BMA-owned coal mine site visit in Australia

Independence of Outside Directors and Outside Audit & Supervisory Board Members

To make the function of Outside Directors and Outside Audit & Supervisory Board Members stronger and more transparent, Mitsubishi Corporation has set forth Selection Criteria for Outside Directors and Outside Audit & Supervisory Board Members as follows, after deliberation by the Governance & Compensation Committee, which is composed with a majority of Outside Directors, Outside Audit & Supervisory Board Members and Outside Members.

<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 executive officers, as well as an objective and specialist viewpoint based on extensive insight regarding global conditions and social and economic trends. Through their diverse perspectives, Outside Directors help ensure levels of decision-making and management oversight appropriate to the Board of Directors.
  2. To enable Outside Directors to fulfill their appointed task, attention is given to maintain their independency*; individuals incapable of preserving this independency in effect will not be selected to serve as Outside Directors.
  3. Mitsubishi Corporation's operations span a broad range of business domains; hence there may be cases of conflict of interest stemming from business relationships with firms home to a corporate executive officer appointed as Outside Directors. Mitsubishi Corporation appropriately copes with this potential issue through the procedural exclusion of the director in question from matters related to the conflict of interest, and by preserving a variety of viewpoints through the selection of numerous Outside Directors.

<Selection Criteria for Outside Audit & Supervisory Board Members>

  1. Outside Audit & Supervisory Board Members are selected from among individuals who possess wealth of knowledge and experience across various fields that is helpful in performing audits. Neutral and objective auditing, in turn, will ensure sound management.
  2. To enable Outside Audit & Supervisory Board Members to fulfill their appointed task, attention is given to maintain their independency*; individuals incapable of preserving this independency will not be selected to serve as Outside Audit & Supervisory Board Members.

(Note) Independency for the purpose of Selection Criteria for Outside Directors and Outside Audit & Supervisory Board Members

To make a judgment of independence, Mitsubishi Corporation checks if the person concerned meets the conditions for independent directors and independent auditors as specified by stock exchanges in Japan such as the Tokyo Stock Exchange, Inc., and whether the person concerned is currently any of the following items (1) to (7) and whether they have been at any time in the past 3 fiscal years.

(1) A major shareholder of Mitsubishi Corporation (a person or entity directly or indirectly holding 10% or more of the voting rights), or a member of business personnel of such shareholder (*1).

*1A member of business personnel refers to a managing director, corporate officer, executive officer, or other employee of a company (Hereinafter the same).

(2) A member of business personnel of a creditor of Mitsubishi Corporation exceeding the threshold set by Mitsubishi Corporation (*2).

*2Creditors exceeding the threshold set by Mitsubishi Corporation refer to creditors to whom Mitsubishi Corporation owes an amount exceeding 2% of Mitsubishi Corporation's consolidated total assets.

(3) A member of business personnel of a supplier or a customer of Mitsubishi Corporation exceeding the threshold set by Mitsubishi Corporation (*3).

*3Suppliers or customers exceeding the threshold set by Mitsubishi Corporation refer to suppliers or customers whose transaction amounts with Mitsubishi Corporation exceed 2% of Mitsubishi Corporation's consolidated revenues.

(4) A provider of professional services, such as a consultant, lawyer, or certified public accountant, receiving cash or other financial benefits from Mitsubishi Corporation, other than directors' or audit & supervisory board members ' remuneration, where the amount exceeds ¥10 million per fiscal year.
(5) A representative or partner of Mitsubishi Corporation's independent auditor.
(6) A person belonging to an organization that has received donations exceeding a certain amount (*4) from Mitsubishi Corporation.

*4Donations exceeding a certain amount refer to donations of more than ¥20 million per fiscal year.

(7) A person who has been appointed as an Outside Director or Outside Audit & Supervisory Board Member of Mitsubishi Corporation for more than 8 years.

If a person is still judged to be effectively independent despite one or more of the above items (1) to (7) applying, Mitsubishi Corporation will explain and disclose the reason at the time of their appointment as an Outside Director or Outside Audit & Supervisory Board Members.

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