01.VALUE CREATION
MC's Sustainable Value Creation Story
02.SUSTAINABILITY
Management Platform Supporting Value Creation
- Sustainability Promotion Framework
- Risk Management
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Stakeholder Engagement
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Corporate Governance
03.DETAILED FACTS
Reference Information
- Members of the Board and Audit & Supervisory Board Members
- Executive Officers
- Organizational Structure
- Business Groups at a Glance
- Global Network (Countries and Regions)
- Balance of Risk Money Outstanding in 12 Countries
- Financial Highlights
- ESG Data
- Corporate Information
- Shareholder Information
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Description of Business Activities: Business Groups
In the following dialogue, they share their views about MC's corporate governance.
Tatsuoka
Sato
Supervisory Board Member
Stimulating discussion by
introducing different perspectives
Stimulating discussion
by introducing different
perspectives
I joined the Ministry of International Trade and Industry (now the Ministry of Economy, Trade and Industry) after the peak of Japan's high economic growth, so I have witnessed, from a governmental standpoint, the transitioning of the Japanese economy over the past 30 to 40 years. I have worked in fields relevant to MC's business domains, ranging from energy-related matters, such as oil decentralization and the power market liberalization, to various manufacturing industries, including automobiles, materials and machinery. I have also been involved in governance reform and organizational management. Throughout my entire career, rather than focusing on one particular field, I have been involved in various aspects of the economy and business, which allows me to apply my experience to wide-ranging discussions in various MC forums, including MC's Board of Directors.
Like Mr. Tatsuoka, I am involved in a wide range of industries, including retail and manufacturing, food, pharmaceuticals and construction as well as trading companies, through my work as an attorney at a firm specializing in corporate legal affairs. During my time at the firm, and after studying in the US I was appointed as an independent outside audit & supervisory board member at a food manufacturer in 2004. Since then, I have served as an outside director and audit & supervisory board member for various companies. Through this experience, I have learned about the specific factors influencing the industries in which I have been involved, problems affecting individual companies and the types of information used to make management decisions. I have also witnessed firsthand the changes that have occurred in boards of directors. I believe that my role is to speak up if I feel that there is a sense of discomfort, whether from an outside perspective or from the viewpoint of shareholders.
The ability to incorporate views based on differing backgrounds and experience and a variety of perspectives is very useful for management. Broadly speaking, the main purpose of corporate governance is to find ways to achieve sustainable improvement in corporate value. In my view, the most important way to do this is by achieving a good balance between risk and the pursuit of opportunities, while taking into account the perspectives of outside Board members.
A corporate culture that welcomes opinion
from outside Board members
A corporate culture that
welcomes opinion from
outside Board members
MC is involved in a wide variety of industries using various business models, so it would be difficult to understand every facet of its activities. However, the governance reforms implemented by MC over the past few years have steadily improved and expanded the provision of information available to help outside officers understand the company's activities. We now have numerous opportunities to obtain information on which to base our decisions, including extensive briefing sessions before Board of Directors' meetings. In addition, Outside Directors are able to attend discussions between Audit & Supervisory Board Members and various Business Group executives, such as Business Group CEOs, and there are also opportunities for us to learn more about corporate culture and employee mindsets through interactions with mid-level and junior employees. I have also found that my opinion is always seriously considered. The earnestness and broad-mindedness with which people listen to the views of outside officers seem to be integral parts of MC's corporate culture, and this is important from the perspective of corporate governance.
As an Audit & Supervisory Board Member, I believe the atmosphere at Board of Directors' meetings is one where everyone can speak freely. In addition, any information requested is provided promptly. My impression is that executives are always receptive to input and open-minded in their interactions with outside officers.
As in the previous two years, the evaluation of the effectiveness of the Board of Directors for the fiscal year ended March 31, 2021 was coordinated by outside officers. This time the process was handled by Ms. Sato and myself. The fact that such a task was assigned to outside officers is another manifestation of the attitudes that we have been talking about. It is also worth noting that some of the topics raised as part of information sharing in Meetings of Independent Outside Directors and Independent Outside Audit & Supervisory Board Members and other forums were also discussed during meetings of the Board of Directors.
One of the important themes this year is reviewing the Midterm Corporate Strategy 2021, which will be completed in the fiscal year ending March 31, 2022. I think it is important for the Board of Directors to share future issues based on internal and external environments by monitoring the progress of important items in this Midterm Corporate Strategy through business execution reports.
I agree. One of the key themes will be the review of the Midterm Corporate Strategy 2021. However, in addition to looking back, we also need to build a shared understanding about future challenges. I believe there is still room for further fine-tuning of the reforms that have been implemented across MC. Digital transformation (DX) and energy transformation (EX) initiatives are currently seen as the most important priorities, but MC also needs to offer a vision for the future beyond those changes so that it can move forward to the next stage.
Constant reform from
a medium- to long-term perspective
Constant reform from
a medium- to long-term
perspective
Looking back over the three years that I have spent as an Independent Outside Director at MC, I see clear evidence of improvement in the MC's corporate governance, which I find very encouraging. MC has advocated for enhancing monitoring functions, and that is currently being administered and implemented in ways best suited to the current state of MC. Specifically, MC raised the monetary threshold standards for items on agendas for Board of Directors' meetings. In the past, the majority of agenda items were related to individual investment proposals, but now more time is allocated to themes that are important from the perspective of companywide management, such as DX and EX, financial and non-financial risk management as well as sustainability. In addition, the improvement and expansion of briefing sessions have made it possible for the Board to start discussing core issues immediately. Within the Governance, Nomination & Compensation Committee, members can speak freely and hold discussions. It operates according to a fair and transparent process, where even details relating to compensation are disclosed. In the past, it was as if the Board was talking about ways to plant and nurture individual trees, but the focus has shifted toward ways to grow larger trees and even entire forests. I see this as key to a hybrid approach to business, and believe that such an approach, which contrasts with the management style of leaving everything to the executive organization and simply overseeing personnel matters and strategies, is well suited to this company. However, the external environment is changing at an unprecedented rate, and the corporate governance of MC will also need to constantly evolve.
I have been an Independent Outside Audit & Supervisory Board Member at MC for over a year, and while I think the way topics are selected for discussion at Board of Directors' meetings is appropriate for MC, I also feel the scope of debate could be expanded further in this time of dramatic change. For example, I would like to see more in-depth deliberations about asset replacement through DX and EX, as well as roadmaps for those processes. Similarly, I also look forward to having more thorough discussions about shareholder returns and capital policy from the perspective of shareholders and investors. In addition, I believe there should be continuing discussions about optimal governance system based on the company's current situation and external environment.