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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 25, 2021)

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 The composition and size of the Board of Directors is appropriately determined to help it maintain transparent, fair, timely and decisive decision-making and carry out effective oversight, 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 elected from Executive Officers (Senior Executive Vice Presidents & Executive Vice Presidents) responsible for companywide management so that they can fully leverage their abundant business experience to ensure appropriate decision making and robust management supervision by the Board of Directors.
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 dynamics and socio-economic trends. These individuals thus contribute to appropriate decision making and robust management supervision by the Board of Directors as they bring diverse perspectives into its deliberations.
Appointment Process In line with policies described above, 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.

Board of Directors' Advisory Bodies

Governance, Nomination and Compensation Committee

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

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

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

<Main discussion themes>
  • [State of the Global Economy] Trade tensions, trends in emerging countries, country-based outlook
  • [Geopolitics] Bilateral relations, world order, global risks
  • [Innovation] Digitalization-driven changes in industry and society around the world
<Composition of Committee (*Committee Chairman)> (as of June 30, 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.)
  • 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, Ayala Corporation (The Philippines)
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

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 Audit & Supervisory Board Members (Audit & Supervisory Board)

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

  3. 3. Onsite Audits and Observations

    In the fiscal year ended March 31, 2021, the Audit & Supervisory Board enhanced onsite audits and observations in Japan, due to restrictions on traveling overseas during the pandemic. In addition, remote audits were conducted using a variety of tools in response to the situation. In the fiscal year ended March 31, 2021, the Audit & Supervisory Board Members met with the CEOs and executive officers of 4 companies in 4 countries overseas and 24 domestic the MC Group companies, as well as the regional chiefs of 3 overseas and domestic offices. The Audit & Supervisory Board Members reported on the results of their onsite audits to the Chairman of the Board, the President and CEO, and relevant executive officers.

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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