June 19, 2015
Mitsubishi Corporation Announces Filing of Corporate Governance Report
Mitsubishi Corporation (MC) today filed its Corporate Governance Report with the Tokyo Stock Exchange, in compliance with requirements under the Corporate Governance Code.
MC's corporate philosophy is enshrined in the Three Corporate Principles (Corporate Responsibility to Society; Integrity and Fairness; and Global Understanding Through Business). Through corporate activities rooted in the principles of fairness and integrity, MC strives to continuously raise corporate value. MC 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, MC recognizes that strengthening corporate governance on an ongoing basis is an important foundation for ensuring sound, transparent and efficient management. Updated details about MC’s corporate governance initiatives are included in this new report.
The main points covered in the Corporate Governance Report are as follows.
● Composition of Board of Directors and Policy for Appointing Nominated Directors
To ensure that Mitsubishi Corporation’s decision-making and management oversight are appropriate for a sogo shosha involved in diverse businesses and industries in a wide range of fields, this section stipulates policies for the appointment of Directors, including a clear statement that the total number of Directors be set at around 15, with one third or more being Outside Directors.
● Policy for Setting Remuneration of Directors and Corporate Auditors
Outlines the basic policy for the remuneration of Directors and the components of said remuneration.
● Governance & Compensation Committee
While a majority of the members of the Committee comprises Independent Directors and Independent Corporate Auditors, the Committee, as a Board of Directors’ Advisory Body, conducts continuous reviews of corporate governance-related issues at MC and also discusses the remuneration system for Directors and Corporate Auditors. The President and CEO’s Performance Evaluation Committee has been established as a subcommittee to the Governance & Compensation Committee, to deliberate on assessments of the President and CEO’s performance.
● Stance on the Acquisition and Holding of Listed Stocks, and the Exercise of Voting Rights Related to Listed Stocks
In addition to other details, this section notes that with respect to the shares of listed companies other than affiliated companies, MC follows rules such as the company’s “EXIT Rules” in making judgments regarding acquisition and holding of shares and based on the significance and profitability of acquiring and holding said shares. It further states that when exercising voting rights relating to an investment destination, the department responsible for the oversight of the company in question reviews its business conditions from both quantitative and qualitative standpoints.
● Policy Regarding Dialogue with Shareholders
As a basic policy, MC places emphasis on dialogue with shareholders, such as disclosing management plans, quantitative financial information and non-financial information in a timely and appropriate manner. As also noted here is the establishment of a cross-sectional company structure including a department dedicated to managing relations with investors, namely; the Investor Relations Department, with the President & CEO as chief officer and the CFO as Director in charge.
MC will continue to seek out ways of developing a more effective and viable corporate governance structure.
Inquiry RecipientMitsubishi Corporation
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