Internal Control System/Audit: Audit

The Audit & Supervisory Committee consists of five members. Among the two Full-time Audit & Supervisory Committee Members, Mitsumasa Icho has experience in corporate management as well as finance and accounting, while Akira Murakoshi has experience in corporate management. Of the three Independent Audit & Supervisory Committee Members, Tsuneyoshi Tatsuoka brings deep industry knowledge and insight into sustainability, including environmental and energy policies. Rieko Sato and Takeshi Nakao have extensive experience as an attorney specializing in corporate law and as a certified public accountant, respectively. Of the five members, Mitsumasa Icho and Takeshi Nakao possess significant knowledge and experience in finance and accounting. One Full-time Audit & Supervisory Committee Members serves as the Committee Chair and is also the specified member stipulated by law. The Committee is supported by the Audit & Supervisory Committee Member's Office, an independent organizational body with 11 members (as of June 20, 2025).

＜The following description relates to FY2024 activities and therefore partially reflects the structure prior to the transition from an Audit & Supervisory Board to an Audit & Supervisory Committee.＞

In FY2024 (ended March 31, 2025), as part of activities based on the audit plan, Committee Members attended 135 meetings of major internal management bodies, including the Executive Committee, Business Strategy Meeting, etc. They also held 68 discussions with internal departments and key offices in Japan and overseas, including dialogues with executive officers (such as the Chairman of the Board), CEOs, and other executives at 12 overseas operating companies and 21 domestic companies, as well as heads of 10 overseas and domestic offices. The Committee maintained regular meetings with MC’s independent auditors and the Internal Audit Department to ensure timely and accurate understanding of the Company’s situation through close cooperation. It provided a forum for active discussion, where members reported and shared audit activities and made decisions on statutory matters. In FY2023 (ended March 31, 2024), the Committee met 12 times, with full attendance at all meetings. At the meeting held at the end of the fiscal year or the beginning of the next, the audit plan for the upcoming year was finalized and a review of the previous year’s audit activities was conducted. These matters were also reported to the Board of Directors. In addition to statutory matters such as audit reports and decisions on the selection, dismissal, and remuneration of independent auditors, the Committee also discussed major investment and financing projects and issues identified through audit activities, including on-site audits, tours, discussions, etc.

The Internal Audit Department, which had 80 members as of April 1, 2025, conducts audits of MC, overseas subsidiaries, and affiliated companies from a company-wide perspective. In addition, each business segme has its own internal audit organization that audits operations under its group on a consolidated basis. These audits are based on annual plans and conducted after selecting audit targets. Under a dual reporting system, audit results are reported to the President and CEO, Full-time Audit & Supervisory Committee Members, and other relevant parties after each audit, and regularly to the Board of Directors, the Executive Committee, and the Audit & Supervisory Committee.

MC performs regular audits throughout the year for MC and its operating companies in accordance with International Standards for Internal Auditing every three to five years, considering factors such as business risks and scale. In addition to legal compliance, MC evaluates governance, risk management, and internal controls with attention to social norms and business ethics. Thematic audits are also conducted annually. In FY2024 (ended March 31, 2025), thematic audits focused on verifying the integrity and operation of preliminary consultation and institutional resolution processes for managing operating companies.

The accounting audit of MC was carried out by four certified public accountants—Yuki Higashikawa, Hirofumi Otani, Sogo Ito and Keisuke Okubo—of Deloitte Touche Tohmatsu LLC. They were assisted by 30 certified public accountants, 28 junior accountants, and 110 other staff members.

Continuing from the previous year, Audit & Supervisory Committee Members, the Corporate Accounting Department, and independent auditors held regular meetings during quarterly financial results to exchange opinions.
The Internal Audit Department provided regular reports to the Audit & Supervisory Committee. Committee Members held monthly meetings with the Internal Audit Department and participated in liaison meetings with internal audit departments of MC's subsidiaries and affiliates. The Internal Audit Department also joined regular meetings for information exchange with Audit & Supervisory Committee Members and Independent Auditors during FY2024 (ended March 31, 2025).

Following the transition to the Audit & Supervisory Committee, this cooperation continued to strengthen linkages supporting tripartite audits (Audit & Supervisory Committee Audits, Internal Audits, and Accounting Audits).

Fees paid to MC’s independent auditors, Deloitte Touche Tohmatsu LLC, for FY2024 were as follows: