Governance: Audit & Supervisory Board/Audit & Supervisory Committee
Audit & Supervisory Board/Audit & Supervisory Committee
Since June 21, 2024, MC transitioned to a Company with an Audit & Supervisory Committee. Accordingly, the status of activities in FY2024 (ended March 31, 2025) reflects both the structure prior to the transition (Audit & Supervisory Board) and the new structure thereafter.
The Audit & Supervisory Committee consists of all Committee Members responsible for auditing Directors’ decision-making processes and management performance in compliance with the Companies Act, other applicable laws and regulations, as well as Mitsubishi Corporation (MC)’s Articles of Incorporation and internal rules and regulations.
Full-time and Independent Audit & Supervisory Committee Members help ensure sound management by conducting audits informed by their extensive experience at MC and expertise in their respective fields, combined with a neutral and objective perspective. In addition to resolving matters required by law and other significant issues, the Committee promotes information-sharing among Members through briefings on key matters and reporting on the status of the auditing activities of each of the Members.
Structure of the Audit & Supervisory Committee
Please refer to the ESG Data at the link below for details on the Committee’s structure.
Percentage of Independent Audit & Supervisory Committee Members among Total Audit & Supervisory Committee Members*
- *Based on the status as of June 20, 2025
[The following description relates to activities in FY2024 and therefore partially reflects the structure of a company with an Audit & Supervisory Board prior to the transition to an Audit & Supervisory Committee.]
Audit Plans
At the beginning of each fiscal year, the Audit & Supervisory Committee formulates audit plans and identifies key focus areas. In FY2024 (ended March 31, 2025), three priority areas were selected to monitor progress in management and execution.
1. Summary of Midterm Corporate Strategy 2024 and initiatives for the next Midterm Corporate Strategy:
- Progress on key measures and achievement of targets
- Status and challenges of business segment management and cooperation following organizational restructuring
2. Extending governance of MC operating companies:
- Reassessment of risk management and internal controls in trade practices, etc.
- Strengthening IT organizational structure and reviewing progress in IT management foundation development
- Status of initiatives to strengthen governance systems on a consolidated basis
3. Initiatives to strengthen corporate governance:
- Status of discussions on corporate governance
- Enhancement of deliberations at the Board of Directors
- Operational status following the transition to a Company with an Audit & Supervisory Committee
Audits of Management Performance
1. Dialogue with Executive Officers
Opportunities were provided for all Audit & Supervisory Committee Members, including Independent Audit & Supervisory Committee Members, to engage in discussions with the Chairman of the Board, President and CEO, Senior Executive Vice President, Corporate Functional Officers, Business segment CEOs, Business Division COOs, General Managers of Administrative Departments within each business segment, as well as the General Manager of the Internal Audit Department, General Manager of the Corporate Strategy & Planning Department, and General Managers of the Corporate Staff Sections.
- *Numbers for FY2024
2. Attendance at Important Meetings
In addition to participating in Audit & Supervisory Committee meetings, Members attended Board of Directors meetings in their capacity as Directors. They also took part in key committees, including the Corporate Governance and Nomination Committee and the Compensation Committee. Full-time Audit & Supervisory Committee Members attended meetings of major internal management bodies, such as the Executive Committee and Business Strategy Committee, and provided opinions as necessary. Independent Audit & Supervisory Committee Members participated in Board of Directors meetings after receiving briefings on discussions held in the Executive Committee and other subordinate bodies, offering input as appropriate.
- *Numbers for FY2024
3. On-site Audits and Observations
Audit & Supervisory Committee Members proactively conducted on-site audits and visits to overseas and domestic operating companies to gain a clear understanding of local circumstances. When selecting locations for these audits and visits, both quantitative factors such as investment amount and net income and qualitative factors such as the business environment and compliance cases were considered.
In FY2024 (ended March 31, 2025), Committee Members met with the CEOs and executive officers of 12 operating companies across 6 overseas locations and 21 domestic operating companies, as well as the the ethe heads of 10 overseas and domestic offices. The results of these audits were reported to the Chairman of the Board, the President and CEO, and relevant executive officers.
At least one Independent Audit & Supervisory Committee Member participated in on-site audits and visits to 8 companies in 3 overseas countries and 14 domestic operating companies, as well as 3 overseas and domestic offices.
- *Numbers for FY2024
4. Reinforcement of Corporate Governance on a Consolidated Basis
In addition to holding dialogues with the CEOs and other executive officers of operating companies, quarterly information exchange sessions were arranged with the Audit & Supervisory Board Members of 33 major operating companies in Japan. These Board Members also organized subcommittees to share information and exchange opinions. We provided training support for individuals scheduled to be assigned as Full-time Audit & Supervisory Board Members at operating companies. We will continue working to strengthen corporate governance on a consolidated basis through regular monitoring.
Enhancing the Effectiveness and Auditing Activities of the Audit & Supervisory Committee
MC conducted annual evaluations of the Board of Directors to continuously improve the effectiveness of its corporate governance. The Audit & Supervisory Committee focused on the following matters, referring to issues identified in the effectiveness evaluation.
1. Strengthening Collaboration with Independent Directors
Independent Directors who are not Audit & Supervisory Committee Members also attend meetings between Committee Members and executive management. Collaboration among Independent Directors is further strengthened through opportunities to exchange opinions, such as preliminary briefings on matters to be submitted to the Board of Directors and meetings of Independent Directors.
2. Enhancing the Effectiveness of the Audit & Supervisory Committee and Its Members
To improve the effectiveness of audits conducted by Committee Members, we enhanced reviews of Committee activities. Specifically, as in previous years, the Committee held mid-year and year-end reviews of audit progress, focusing on key audit areas. In addition, the Committee carried out an evaluation of its effectiveness through a member survey and discussions of the results. Based on these findings, the Committee reviewed its auditing methods and deliberated on matters to follow up in the next fiscal year. The evaluation confirmed that the Committee’s audits functioned adequately and effectively, and efforts will continue to further strengthen effectiveness going forward.
Enhancement of Tripartite Audits
The Audit & Supervisory Committee worked to strengthen cooperation with Independent Auditors and the Internal Audit Department to assess the Company's situation and improve audit effectiveness.
1. Collaboration with Independent Auditors / Evaluation of Independent Auditors
The Committee engaged with Independent Auditors through briefings on accounting audit plans, audit reports for quarterly results, and monthly meetings. It also exchanged opinions with Independent Auditors of operating companies in Japan and overseas.
For performance evaluations, the Committee monitored evaluation data throughout the fiscal year using regular audit reports and other sources. At the end of FY2024 (ended March 31, 2025), it held an evaluation conference and concluded that the current Independent Auditors performed audits appropriately and professionally. Based on this, the Committee resolved to reappoint them.
2. Collaboration with the Internal Audit Department
The Internal Audit Department and Full-time Audit & Supervisory Committee Members held monthly meetings to exchange views on internal audit reports. The Internal Audit Department also presented quarterly audit results at Committee meetings.
Additionally, Committee Members attended internal auditor liaison meetings organized by the Internal Audit Department for 40 major operating companies in Japan. The General Manager of the Internal Audit Department participated in liaison meetings held by the Committee with Audit & Supervisory Board Members of these companies. These sessions facilitated information sharing and opinion exchange among all parties.