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1、(Translation)1 Corporate Governance Report Mitsubishi Corporation Report date:June 23,2023 Mitsubishi Corporation Katsuya Nakanishi,President and CEO Inquiries:Tetsuharu Kuno,Head of Corporate Administration Team,Corporate Administration Dept.+81-3-3210-2121 Stock code:8058 https:/ Stance on Corpora
2、te Governance,Shareholder Composition,Corporate Data and Other Basic Information 1.Basic Stance on Corporate Governance Mitsubishi Corporation strives to continuously raise corporate value through corporate activities rooted in the principles of fairness and integrity with the Three Corporate Princi
3、ples for a corporate philosophy.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 co
4、rporate governance on an ongoing basis as an important subject concerning management since it is foundation for ensuring sound,transparent and efficient management.Therefore,Mitsubishi Corporation is working to put in place a corporate governance system that is even more effective based on the Audit
5、&Supervisory Board System.This includes strengthening management supervision through such measures as(i)appointing Independent Members of the Board who satisfy Mitsubishi Corporations Selection Criteria for Outside Directors and Outside Audit&Supervisory Board Members,and(ii)establishing advisory bo
6、dies to the Board of Directors where the majority are Independent Members of the Board and other experts from outside Mitsubishi Corporation.At the same time,this also includes implementation of Mitsubishi Corporations prompt and efficient decision-making and business execution through enhancing the
7、 monitoring functions of Board of Directors.In accordance with the above basic stance,Mitsubishi Corporation has set forth the Selection Criteria for Outside Directors and Outside Audit&Supervisory Board Members,which clarify the functions and independence of Outside Directors and Outside Audit&Supe
8、rvisory Board Members,and also require that the number of Outside Directors who satisfy the criteria for independence be a third or more of the number of all Directors.The Governance,Nomination and Compensation Committee with Independent Directors in the majority,deliberates and reviews the composit
9、ion of the Board of Directors and the Audit&Supervisory Board,the policy on appointment of and proposals for appointment of Directors and Audit&Supervisory Board Members,the requirements of President and CEO and basic policy on the appointment and dismissal,personnel proposals of President and CEO,t
10、he remuneration system including the policy for setting remuneration and appropriateness of remuneration levels and composition,and evaluation of the(Translation)2 effectiveness of the Board of Directors.Furthermore,the Presidents Performance Evaluation Committee has been established as a subcommitt
11、ee to the Governance,Nomination and Compensation Committee,comprising the same Chairman and Independent Directors as the parent committee to deliberate the assessment of the Presidents performance.In this way,Mitsubishi Corporation develops systems and mechanisms that ensure the effectiveness of man
12、agement supervision by Independent Directors and Independent Audit&Supervisory Board Members.As part of its policy to communicate with shareholders,Mitsubishi Corporation is committed to fulfill accountability as a corporate enterprise that gains credibility and reputation from stakeholders,includin
13、g shareholders and investors,by proactively engaging in dialogue with them and by appropriately and timely communicating the Companys management and business strategies to the stakeholders while simultaneously communicating those stakeholders expectations to the management.Namely Mitsubishi Corporat
14、ion is leading mutual feedback with stakeholders and the Companys management.For specific policies and approaches of above basic stance and basic policy,see the corresponding items in this report.【Reason for Not Implementing Principles of Corporate Governance Code】Based on the above basic stance,Mit
15、subishi Corporation is working to strengthen corporate governance on an ongoing basis,thus it is implementing all the principles of the Corporate Governance Code.【Disclosure Based on Principles of Corporate Governance Code】Mitsubishi Corporations approaches to corporate governance are described in t
16、his report,the Notice of Ordinary General Meeting of Shareholders,Annual Securities Report,Integrated Reports,Mitsubishi Corporations website,and others.See these documents for more information.The following are the details of the disclosure items based on the principles of the Corporate Governance
17、Code.a.Principle 1-4 Stance on Acquisition,Holding and Reduction in Listed Stocks Mitsubishi Corporation may acquire and hold shares acquired for other than pure investment as a means of creating business opportunities and building,maintaining and strengthening business and partner relationships.Whe
18、n acquiring these shares,Mitsubishi Corporation confirms necessity of its acquisition based on the significance and economic rationale of the purchase.Also,Mitsubishi Corporation periodically reviews the rationality of continuing to hold the shares and promotes reducing holdings of stocks with decre
19、ased significance.In the Fiscal Year ended March 31,2023,Mitsubishi Corporation sold approximately 39.6 billion yen of its shareholdings(including 13.8 billion yen in deemed holding shares),a decrease of approximately 10%from the previous fiscal year.Verification policy for holding individual shares
20、 The Board of Directors verifies all of the listed shares held by Mitsubishi Corporation from the perspectives of both economic rationale and qualitative significance of holding them every year.(Translation)3 The economic rationale is confirmed by whether or not the related earnings from each stock,
21、such as dividends and related business profits on transactions,exceed Mitsubishi Corporations target capital cost(Weighted Average Cost of Capital)for the market price of each individual share.The qualitative significance is confirmed by the achievement or status of progress of the expected purpose
22、for holding the stock,etc.Matters verified by the Board of Directors Verification was conducted by the Board of Directors for all listed shares held by Mitsubishi Corporation as of March 31,2023(market price was approximately 0.4 trillion yen).As a result of verification from the perspectives of bot
23、h economic rationale and qualitative significance of holding them,numerous shares were identified as candidates for reduction due to a decreased importance of the expected purpose and significance for holding them,etc.Stance on Exercising Voting Rights Relating to Listed Stocks Mitsubishi Corporatio
24、n attaches great importance to dialogue and communication with its investment destinations through various channels,aiming to create business opportunities and build,maintain and strengthen business and partner relationships,and from the perspective of raising the mid-and long-term corporate value o
25、f Mitsubishi Corporation and these companies.Mitsubishi Corporation considers exercising voting rights to be an important approach.For this reason,when exercising voting rights relating to an investment destination including the listed shares acquired for purposes other than for pure investment purp
26、oses,the department responsible for the oversight of the company reviews its business conditions(earnings,capital efficiency,etc.)from both quantitative and qualitative standpoints in accordance with internal regulations.These regulations stipulate matters to be considered,etc.,when determining whet
27、her to vote for or against proposals such as appropriation of surplus,election of Directors and Audit&Supervisory Board Members,and revision of executive remuneration.Then Mitsubishi Corporation exercises its voting rights appropriately for individual matters for resolution.Furthermore,with regard t
28、o the proposals for the election and dismissal of Outside Directors and Outside Audit&Supervisory Board Members of listed subsidiaries,Mitsubishi Corporations internal regulations also stipulate that their independence from Mitsubishi Corporation is to be examined before exercising voting rights.b.P
29、rinciple 1-7 Transactions between Related Parties By formulating the Board of Directors Regulations and the criteria for matters to be deliberated,Mitsubishi Corporation requires a resolution of the Board of Directors concerning,transactions between Director and Mitsubishi Corporation(self-dealing,i
30、ndirect transactions),transactions between Executive Officer and Mitsubishi Corporation(self-dealing,indirect transactions)and transactions between major shareholders and Mitsubishi Corporation.c.Supplementary Principle 2-4(1)Securing Diversity (Translation)4 The significance of diversity management
31、 at the Mitsubishi Corporation Group lies in building a strong organization with the flexibility to adapt to changing business environments.In sharing the spirit of its guiding philosophy,the Three Corporate Principles,the Group aims to:Recruit and apply its broad professional expertise without disc
32、rimination.Benefit from workforce diversity by embracing and applying different perspectives and ideas to its management practices,business creation and regional development.Improve organizational performance by ensuring an inclusive professional work environment that maximizes the abilities of a di
33、verse workforce.Mitsubishi Corporation considers human resources as a source of value creation,and as such,its policy is to support the professional growth and development of each and every employee through flexible,performance-based treatment and compensation.To ensure that the right people are app
34、ointed to the right positions,the Company focuses on the skills,performance and experience of each candidate,and does not discriminate based on age,gender,nationality or any other such factors.Based on this policy,Mitsubishi Corporation has in place corporate systems that promote the engagement of d
35、iverse human resources and implements initiatives aimed at fostering a corporate culture that embraces diversity.【Appointment of Women to Management-Level Positions】By expanding its systems to support a healthy balance between childcare and work and implementing special,career-support measures for i
36、ts female professionals,Mitsubishi Corporation has managed to boost the percentage of women in management-level positions in recent years.The Company will continue to advance initiatives to further accelerate the appointment of women to executive positions,such as holding internal panel discussions
37、for female employees,dispatching employees to receive external training,offering consultations and development of career development measures for female employees through Womens Career Managers of each division and Business Group.The Health Promotion,DE&I Team of Global Human Resources Department is
38、 leading efforts to advance these and other ways of reinforcing career support measures for women,aiming to raise the percentage of women in management-level positions above 15%in the Fiscal Year ended March 31,2026.Percentage of women in management-level positions:Approx.12%(as of April 2023)【Appoi
39、ntment of Foreign Nationals and Mid-Career Hires to Management-Level Positions】Mitsubishi Corporation practices needs-based hiring,regardless of nationality.As of April 2023,the percentages of foreign nationals in management-level positions and of mid-career hires in management positions were as sho
40、wn below.Going forward,Mitsubishi Corporation will strive to ensure that the right people are assigned to the right positions,regardless of age,gender,nationality or any other such factors and advance by promotion based on ability and results while aiming to maintain and increase diversity through t
41、he initiatives below.Percentage of foreign nationals in management-level positions:Approx.19%(as of April 2023;includes Mitsubishi Corporations overseas locations)Percentage of mid-career hires in management positions:Approx.10%(as of April 2023)(Translation)5 In addition to providing systems that e
42、nable the engagement of diverse human resources,Mitsubishi Corporation proactively implements a variety of initiatives aimed at fostering a corporate culture that embraces diversity.Going forward,Mitsubishi Corporation will also focus on initiatives to promote new ways of working,including improveme
43、nts in productivity and efficiency.Specific Initiatives Building a corporate culture that embraces diverse values,and acerating those initiatives by establishing a cross organizational working group(DE&I working group)which directly overseen by the President and CEO.Reviewing work styles with an emp
44、hasis on work-life balance(;includes promoting the flexible work culture combing work-from-home and work-from-office)Promoting employees understanding of each other diverse values Supporting employees with childcare,family care,and other family responsibilities Supporting womens careers Engaging exp
45、ertise of senior employees Engaging expertise of employees with impairments Engaging expertise of employees regardless of nationality Creating more supportive workplaces for LGBT employees Reinforcing the gathering and evaluation of quantitative data on fostering a culture that is accepting of diver
46、sity d.Principle 2-6 Roles of Corporate Pension Funds as Asset Owners In an effort to utilize personnel with experience in markets and investment,those responsible for pension management are appointed from the Finance Department of Mitsubishi Corporation and serve concurrently as employees of the Mi
47、tsubishi Corporation Pension Fund.The basic policy and management guidelines for safe and efficient management of the reserve are drafted and issued to institutions contracted to undertake management,which are then monitored constantly.Marked with the responsibility for autonomous allocations it hol
48、ds,the fund has announced its acceptance of Japans Stewardship Code and requires the institutions entrusted with management of the assets to perform stewardship activities.e.Principle 3-1(i)Corporate Philosophy Mitsubishi Corporations corporate philosophy is enshrined in the Three Corporate Principl
49、es,the companys motto since its foundation.The Three Corporate Principles were formulated in 1934,as the action guidelines of Mitsubishi Trading Company(now Mitsubishi Corporation),based on the teachings of Koyata Iwasaki,the fourth president of Mitsubishi.Even today,the Three Corporate Principles s
50、erve as the cornerstone of Mitsubishi Corporation as it grows its business and fulfills its responsibility toward the global environment and society.(Translation)6 Corporate Responsibility to Society Shoki Hoko:Strive to enrich society,both materially and spiritually,while contributing towards the p
51、reservation of the global environment.Integrity and Fairness Shoji Komei:Maintain principles of transparency and openness,conducting business with integrity and fairness.Global Understanding Through Business Ritsugyo Boeki:Expand business,based on an all-encompassing global perspective.Corporate Str
52、ategy and Strategy Plan 1.Midterm Corporate Strategy 2024Creating MC Shared Value In May 2022,Mitsubishi Corporation announced its new three-year management plan,entitled“Midterm Corporate Strategy 2024Creating MC Shared Value.”In recent years,increasing geopolitical risk has created greater uncerta
53、inty throughout the Companys operating environment.Responses based on keen foresight is required correspond to social and industrial needs under growing diversity and complexity,such as the reconstruction of global supply chains,digitalization,and decarbonization.Under this environment,we have compi
54、led our management policy in Midterm Corporate Strategy 2024,strengthening our unique comprehensive capabilities by organically connecting intelligence obtained through the industry expertise and our global network.Details are available on the Companys website at the following URL.https:/ of Growth
55、Strategies of Midterm Corporate Strategy 2024 In the Fiscal Year ended March 31,2023 as part of the growth strategies for Midterm Corporate Strategy 2024,the Company steadily implemented its DX strategy and measures for Creating a New Future,as well as initiatives for renewable energy and the copper
56、 business as part of the EX strategy.In the Fiscal Year ending March 31,2024,we are accelerating the realization of these growth strategies by maintaining investment discipline and careful selection of projects.Details of progress of the growth strategies in the Fiscal Year ended March 31,2024 are a
57、vailable on page 5 of the following URL.20230509e.pdf()f.Principle 3-1(ii)Basic Stance and Policy on Corporate Governance See I.1.Basic Stance on Corporate Governance in this report.g.Principle 3-1(iii)Policy and Process for Setting Remuneration See“Detail of Policy for Setting Remuneration Amounts
58、and Calculation Method”under II 1.Disclosure Concerning Directors Remuneration in this report.(Translation)7 h.Principle 3-1(iv)Policy and Procedures for Appointment and Dismissal of Management Executive and Appointment of Nominated Directors and Audit&Supervisory Board Members For the appointment o
59、f President and CEO,the requirements of the role,the basic policy on appointment,and selection of individual candidates are deliberated and reviewed by the Governance,Nomination and Compensation Committee where Independent Directors have a majority(4 Independent Directors out of 7 Committee Members)
60、.Appointments are then decided by the Board of Directors,which also appoints and assigns duties to Executive Officers.Moreover,the policy and process for appointment and all appointment proposals of Directors and Audit&Supervisory Board Members and each appointment proposal are deliberated by the Go
61、vernance,Nomination and Compensation Committee and resolved by the Board of Directors,before being presented at the Ordinary General Meeting of Shareholders.See II 2.in this report for details.Furthermore,the Companys policy is to take a flexible approach to determining and dealing with dismissal of
62、 President and CEO.The matter is deliberated by the Governance,Nomination and Compensation Committee before being resolved by the Board of Directors.i.Principle 3-1(v)Reason for Appointing Each Nominated Director or Audit&Supervisory Board Member In reference documents for the Ordinary General Meeti
63、ng of Shareholders,Mitsubishi Corporation discloses the reasons for appointing nominated Directors and Audit&Supervisory Board Members.They are available on pages 6 to 10,12 to 18,and 20 of Notice of 2023 Ordinary General Meeting of Shareholders(English version),which is posted on the Companys websi
64、te below.https:/ reasons for appointing nominated Independent Directors and Independent Audit&Supervisory Board Members are explained under II 1.of this report in more detail.j.Supplementary Principle 3-1(3)Sustainability Initiatives Mitsubishi Corporations Three Corporate Principles call upon it to
65、“strive to enrich society,both materially and spiritually,while contributing towards the preservation of the global environment.”In recent years,expectations and demands for companies to address various societal challenges have been increasing.Guided by Mitsubishi Corporations Materiality*,a set of
66、crucial societal issues that the Company will prioritize through its business activities,the Company aims to continue to grow together with society by continuously creating MC Shared Value,as set forth in Midterm Corporate Strategy 2024.Furthermore,in order to increase corporate value in line with t
67、he ever-changing demands of society,Mitsubishi Corporation has established an effective promotion framework that recognizes the importance of dialogue with its stakeholders and a cycle of business strategy execution based on this dialogue.*Materiality:Contributing to Decarbonized Societies Conservin
68、g and Effectively Utilizing Natural Capital Promoting Stable,Sustainable Societies and Lifestyles(Translation)8 Utilizing Innovation to Address Societal Needs Addressing Regional Issues and Growing Together with Local Communities Respecting Human Rights in Our Business Operations Fostering Vibrant W
69、orkplaces That Maximize the Potential of a Diverse Workforce Realizing a Highly Transparent and Flexible Organization Mitsubishi Corporation believes that the cycle of disclosing its sustainability initiatives in a timely and appropriate manner based on the requests of its stakeholders,gaining their
70、 understanding,and reflecting their feedback on its initiatives is crucial.Mitsubishi Corporation will continue to proactively disclose sustainability-related information based on the recognition that this cycle contributes to enhancing its corporate value over the medium to long term.In addition to
71、 the Integrated Report,Mitsubishi Corporation also publishes a Sustainability Website,which contains more detailed information.Referring to multiple ESG reporting guidelines,the Sustainability Website is organized according to ESG topics for ease of reference.Furthermore,important disclosures are ma
72、de on this website following approval by the Corporate Functional Officer(CSEO)and after reporting to the Disclosure Committee,a subcommittee of the Executive Committee.For details,including information about specific sustainability-related initiatives and climate change-related disclosure based on
73、the TCFD framework,see the Sustainability Website at the URL below.https:/mitsubishicorp.disclosure.site/en/(1)Companywide Sustainability Framework In Mitsubishi Corporations management framework,sustainability initiatives are overseen by the Corporate Functional Officer(CSEO).The Sustainability Dep
74、artment plans and drafts related policies and measures.Following deliberations by the Sustainability&CSR Committee*,which convenes approximately twice a year,items are put forward or reported to the Executive Committee and the Board of Directors.(2)Promoting Sustainability through Business Activitie
75、s.To continuously create societal value and environmental value through business activities,Mitsubishi Corporation has established a framework through which not only corporate staff departments,but also Business Groups proactively promote sustainability.Cycle for Integrating Sustainability into Busi
76、ness Strategy Following deliberations by the Sustainability&CSR Committee,the President and CEO and each Business Group Head and Group CEO will hold further Business Strategy Meetings to discuss future strategy.In these meetings,policies for businesses that are deemed to be most affected by climate
77、change are checked against the results of a 1.5C scenario analysis.Sustainability Promotion Framework in each Business Group To further promote Business Group initiatives,management personnel responsible for promoting business strategy in each Business Group have been appointed as Chief Sustainabili
78、ty Officers.(Translation)9 To promote collaboration,Mitsubishi Corporation holds meetings for Group Sustainability Managers as needed to share information and explain measures related to sustainability.Incorporating Sustainability into Individual Projects Framework for putting forward business propo
79、sals for internal approval Mitsubishi Corporation confirms the significance of each business against its Materiality when screening investment and loan proposals.Environmental and social risks and opportunities(including scenario analysis and carbon pricing impact analysis)are mandatory checks.Syste
80、m for Screening Proposals Within the Sustainability Department,dedicated staff are appointed for each Business Group and are tasked with providing support and checks on both environmental and social risks and opportunities for individual proposals based on the latest external trends,stakeholder dema
81、nds,and international standards.In addition,by having the General Manager of the Sustainability Department serve as a member of the Investment Committee,Mitsubishi Corporation has put in place a screening system to facilitate decision-making that takes into account specialized insight on environment
82、al and social impacts.*The Executive Committee has numerous subcommittees.Information regarding ESG-related activities of subcommittees is included in the Sustainability Website at the URL below.https:/mitsubishicorp.disclosure.site/en Investments in Human Capital and Intellectual Property,etc.As Mi
83、tsubishi Corporations greatest asset and the source of value creation,human resources are the driving force behind the simultaneous realization of economic,societal,and environmental value.To enable motivated professionals who take pride in actively fulfilling their responsibilities while interconne
84、cting with members of its diverse and versatile talent pool,Mitsubishi Corporation has designated three pillars of its personnel measures,oriented around optimizing the value of its human capital:(i)HR strategy,(ii)strengthening engagement and(iii)data utilization.The first of these,(i)HR strategy,i
85、s aimed at executing HR strategy in close alignment with the Valued-Added Cyclical Growth Model and management strategies such as EX,DX and Creating a New Future.Mitsubishi Corporation will work to respond quickly to changes in the business environment to promote the placement of the right people in
86、 the right positions so that all employees can demonstrate their capabilities while reinforcing responsiveness to environmental change.Under the second,(ii)strengthening engagement,the Company will cultivate ties that span Group companies and organizations to foster a culture that embraces diversity
87、 while advancing talent management that leverages diverse individuality.Under the third,(iii)data utilization,the Company will improve the effectiveness of HR measures and reinforce disclosure through the collection and analysis of quantitative human capital-related data.By implementing the above HR
88、 measures to realize a dynamic,spirited and vibrant organization,the Company will strive to optimize the value of its human capital and increase MC Shared Value.(Translation)10 Since Mitsubishi Corporation believes that a healthy mind and body determine the success of the individual,it strives to im
89、prove the mental and physical health of its employees and to create a working environment.Mitsubishi Corporation is promoting health and productivity management so that its diverse and versatile talent pool can promote their well-being and ensuring that they can make the most of their skills and per
90、sonalities.Mitsubishi Corporation has compiled a Health and Productivity Management Declaration,and also applies health and productivity management measures to employees who are assigned overseas,and conduct measures against infectious disease,supports for mental health,and supports for balancing wo
91、rk and treatment.Currently accelerating further corroboration among our medical clinic,Global HR Department,healthcare businesses,and Industry DX Group,the Company is initiating projects of diseases preventions and promotion of good health using our employees data in order to provide a more sophisti
92、cated array of preventative support options for our employees.In addition to these measures,Mitsubishi Corporation is promoting initiatives that allow each organization and individual to pursue and realize autonomous,flexible work styles,and is working to maintain the physical and mental health of i
93、ts employees.Mitsubishi Corporations measures to promote health have been recognized as the White 500 Company under the“2022 Certified Health&Productivity Management Outstanding Organizations Recognition Program.”Please visit the following website for more information on Mitsubishi Corporations Huma
94、n Resource Management,including the advancement of women,support for diverse human resources,and health management at the URL below.https:/ Corporation considers the diverse and versatile human resources that have supported its growth as a source of value creation,and will continue to actively inves
95、t in its human capital.Mitsubishi Corporation considers that updating our individual capabilities to respond to changes in the business environment is important.Therefore,the Company will strengthen re-skill to enhance its organizations and its human resources ability to respond to changes in the bu
96、siness environment in order to challenge and promote growth strategies such as EX,DX and Creating a New Future,as set forth in Midterm Corporate Strategy 2024.Specifically,through a wide variety of HR development programs,the Company is working to update leadership skills in response to changes in t
97、he business environment,embrace HR diversity to make the most of our diverse and versatile talent pool and strengthen the developments of skills support for growth.The Company believes that employees in Team Leader positions,who serve as a nodal point between management and the workplace,play a part
98、icularly important role in realizing a“dynamic,spirited and vibrant organization”.The Company conducts for newly appointed such Team Leaders the MC Leadership Program which includes coaching exercises to support the growth of team members and workshops to formulate action plans for the workplace bas
99、ed on the introspection of the results of 360 management performance reviews.Also,the Company is developing human resources who can contribute to increasing corporate value through EX.Based on the three themes of“proactive”,“defensive”,and“integrated initiatives with DX”,it is(Translation)11 establi
100、shing training programs on EX-related themes within orientation training for newly hired employees,training for newly appointed managerial staff,and training for executive leadership(MC Leader Program),regardless of Business Group or corporate department affiliation.Moreover,to accelerate DX,it has
101、defined the areas based on the“DX Talent Type”and has started offering the MC DX Advancement Program,an on-demand training program that allows each participant to acquire the required IT/digital skills according to their individual level.All executives and employees began taking this program in the
102、Fiscal Year ended March 31,2023.In addition,it is also developing human resources who will lead its DX projects through other training programs,including programming training for those in charge of DX promotion and new business launch,workshops on web service launch,courses for management,CDO traini
103、ng courses,and innovators Program.Please visit the following website for more information on Mitsubishi Corporations human resource development and engagement strengthening at the URL below.https:/ Qualitative data on the development that Mitsubishi Corporation implements to increase the value of it
104、s human capital is provided below.Overview of Training Programs Conducted by the Mitsubishi Corporation(non-consolidated basis,Fiscal Year ended March 31,2023)Total training recipients in the year(Note 1)10,988 people Total hours of training programs provided in the year(Note 2)118,503 hours Average
105、 hours of training programs per person(Note 3)21.8 hours Total cost of education and training programs(Note 4)2.14 billion Training cost per person(Note 5)393,000(Notes)1.Including training programs conducted by the Head Office Global Human Resources Department only(In the Fiscal Year ended March 31
106、,2023,total is calculated based on the total number of participants,excluding some training programs)2.Including training programs conducted by the Head Office Global Human Resources Department only(excluding overseas training programs)3.Calculated by dividing the total hours of training provided in
107、 the year by the total number of employees;does not include time spent by employees on self-directed education using the online educational platform provided by the Company 4.Education and training costs+training commission expenses paid to external training organizations 5.Calculated by dividing to
108、tal cost of education and training by the total number of employees Investments in Intellectual Property,etc.Mitsubishi Corporation has been continuously responding to changes in the external environment as it operates in various business fields,simultaneously generating economic,societal and enviro
109、nmental value.Leveraging global intelligence developed through expertise accumulated across wide range of industries and(Translation)12 global networks,the Company is making the necessary investments in technologies that could be vital to Creating a New Future through utilizing integrated EX/DX Stra
110、tegies as key future priorities.In the EX field,to provide stable supplies of energy and resources while supporting decarbonization,the Company is accelerating investment in decarbonization-related technologies,such as renewable energy,carbon capture,utilization and storage(CCUS),hydrogen,ammonia an
111、d other next-generation fuels,and carbon neutral materials.At the same time,the Company is leveraging its industry expertise and network of partners to understand diverse business and customer needs in order to enhance industry competitiveness and technological development capabilities,supporting th
112、e transition to a carbon neutral society through deployment of new technologies.In the DX field,the Company is working to build cross-industry platforms by reinforcing DX functions through investments in AI,IoT,blockchain and other technologies.By rolling out services based on to meet cross-industry
113、 needs,the Company will optimize business models and raise productivity throughout the society by interconnecting industries,businesses and communities.Through these initiatives,the Company will promote Regional Revitalization through EX and DX integrated strategies,by advancing the creation of new
114、carbon neutral industries based on renewable energy sources and the development of appealing next-generation communities while working with partners to advance the branding of such regions.Through the deliberation of important management issues,including primary matters in Midterm Corporate Strategy
115、 2024,the Board of Directors effectively supervises the allocation of management resources aimed at enhancing the Companys corporate value,including the abovementioned investments in human capital and intellectual properties,and the implementation of business portfolio strategies.For details about m
116、atters deliberated by the Board of Directors,etc.,see II 2.(1)(c)in this report.k.Supplementary Principle 4-1(1)Matters Deliberated by the Board of Directors See II 2.(1)(c)in this report.l.Principle 4-9 Criteria for Independence See II 1.Independent Directors and Audit&Supervisory Board Members in
117、this report.m.Supplementary Principle 4-10(1)Utilization of optional committees See II.1.Directors in this report.n.Supplementary Principle 4-11(1)Policy on Diversity,Size and Balance of Knowledge,Experience and Capability for the Board of Directors Mitsubishi Corporation stipulates its policy on st
118、ructure,diversity,size and balance of knowledge,experience and capability for the Board of Directors in Composition of the Board of Directors and Policy on appointment of Candidates and Selection Criteria for Outside Directors and Outside Audit&Supervisory Board Members.For details,see II 2.(1)a.and
119、 II 1.Independent Directors and Audit&Supervisory Board(Translation)13 Members in this report,respectively.For more information about the knowledge,experience capabilities and other skill areas judged to be important for the Board of Directors as a whole in light of the Companys management strategy
120、and the reasons for their selection as well as the combination of such skills possessed by the individual Directors and Audit&Supervisory Board Members,see the skills matrix at the end of this report.o.Supplementary Principle 4-11(2)Directors and Audit&Supervisory Board Members Concurrent Independen
121、t Director and Independent Audit&Supervisory Board Member Positions at Other Listed Companies Directors and Audit&Supervisory Board Members concurrent Independent Director and Independent Audit&Supervisory Board Member positions at other listed companies are described in Notice of 2023 Ordinary Gene
122、ral Meeting of Shareholders(English version),which is posted on the Companys website below.https:/ Principle 4-11(3)Evaluation of the Effectiveness of the Board of Directors Evaluation of the effectiveness of the Board of Directors is described on page 42 to 43 of Notice of 2023 Ordinary General Mee
123、ting of Shareholders(English version),which is posted on the Companys website below.https:/ Principle 4-14(2)Policy to Provide Necessary Training for Directors and Audit&Supervisory Board Members To ensure that the Directors and Audit&Supervisory Board Members are able to perform their management su
124、pervision and audit functions adequately,the Board of Directors Office and the Audit&Supervisory Board Members Office(collectively the Offices)have been established,and have been providing necessary information and support appropriately and in a timely manner for the Directors and Audit&Supervisory
125、Board Members to perform their duties.Prior to each Board of Directors meeting,opportunities are created for the management executives of the Corporate Staff Section and Business Groups to provide explanatory summaries of the agenda items for which they are responsible to Independent Directors and I
126、ndependent Audit&Supervisory Board Members in order to facilitate substantive deliberations at the meetings(totaling 39 hours in the Fiscal Year ended March 31,2023).The sessions are also utilized to appropriately share timely information that helps enhance deliberations.The Offices also provide an
127、orientation to newly appointed Independent Directors and Independent Audit&Supervisory Board Members,as well as ongoing opportunities to increase their understanding of the businesses and strategies of Mitsubishi Corporation,including annual site visits to Business Subsidiaries and affiliates and op
128、portunities for dialogue with the management,for dialogue with the General Managers of Corporate Staff Section,Business Group Head,Business Group CEOs and Business Division COOs,and small group discussions with Executive Vice Presidents.Additionally,the Offices provide Directors and Audit&Supervisor
129、y Board Members with opportunities for third-party training programs,of which expenses are borne by Mitsubishi Corporation.(Translation)14 r.Principle 5-1 Policy of Dialogue with Shareholders(a)Basic Stance Mitsubishi Corporations corporate philosophy is enshrined in the Three Corporate Principles.T
130、hrough corporate activities rooted in the principles of fairness and integrity,Mitsubishi Corporation strives to continuously raise corporate value over the medium to long term,which Mitsubishi Corporation believes that it will also meet the expectations of all stakeholders.In order to achieve these
131、 goals,Mitsubishi Corporation is committed to fulfill accountability as a corporate enterprise that gains credibility and reputation from stakeholders,including shareholders and investors,by proactively engaging in dialogue with them and by appropriately and timely communicating the Companys managem
132、ent and business strategies to the stakeholders while simultaneously communicating those stakeholders expectations to the management.Namely Mitsubishi Corporation is leading mutual feedback with stakeholders and the Companys management.(b)Persons in Charge and Promoting System To strengthen communic
133、ation with shareholders and investors,Mitsubishi Corporation has appointed a Chief Stakeholder Engagement Officer(CSEO)as of April 2023.The CSEO manages the Corporate Communications Department,the Sustainability Department,and the Investor&Shareholder Relations Department to meet the diversifying ne
134、eds of stakeholders in an integrated manner.The Investor&Shareholder Relations Department is responsible for dialogue with shareholders and investors,and the Investor&Shareholder Relations Department led to build a cross-sectional company structure,by organically linking business groups to corporate
135、 staff departments.Furthermore,with respect to information disclosure,on which dialogue with shareholders and investors is premised,Mitsubishi Corporation prepares documents in line with the Financial Instruments and Exchange Act,Companies Act,and others,and discloses information in a timely and app
136、ropriate manner in line with the rules defined by the Financial Instruments Exchange.In addition,Mitsubishi Corporation has established the Disclosure Committee,a sub-committee of the Executive Committee,and deliberates and confirms the appropriateness of the content of the Annual Securities Report
137、disclosure documents.The CSEO leads the way in disclosing proactive,highly transparent information through the Mitsubishi Corporation website,Sustainability Website,Integrated Reports,Investors Note,and newspaper ads,etc.As a policy for its information disclosure system,Mitsubishi Corporation develo
138、ped and disclosed Information Disclosure Regulations to keep all officers and employees fully informed.See V 2.in this report for an outline of the information disclosure system.(c)Policy of Dialogue with Shareholders and Investors and Results of Activities To continually raise corporate value over
139、the medium to long term,Mitsubishi Corporation is promoting constructive communication with shareholders and investors as follows.i.Ordinary General Meeting of Shareholders Mitsubishi Corporation positions the Ordinary General Meeting of Shareholders as the place to fulfill accountability to shareho
140、lders.In addition to proactive information disclosure in the Notice of Ordinary(Translation)15 General Meeting of Shareholders,Mitsubishi Corporation tries to respond to questions raised by shareholders in a respectful manner.ii.Communication with Individual Investors Mitsubishi Corporation holds re
141、gular meetings for individual investors.Individual investor briefing sessions:9 times(of these,1 included the participation of the President,CFO,etc.)iii.Dialogue with Institutional Investors In addition to quarterly financial results briefings,briefing sessions and meetings are held for domestic an
142、d foreign institutional investors.In addition,briefings and dialogues called“MCSV Creation Forum”are held.Financial results briefings*:4 meetings MCSV Creation Forum*:3 meetings(2 business briefing sessions,1 ESG Briefing)*Depending on the purpose and content,the President and CEO,CSEO,CFO,CAO,Busin
143、ess Group CEOs,and Independent Directors participated.Interviews with domestic and foreign institutional investors(operations departments)and analysts:approximately 430 meetings(of these,approximately 30 included the participation of the President and CEO,CSEO,CFO,etc.)Interviews with domestic and f
144、oreign institutional investors(responsible investment departments):approximately 70 meetings(of these,3 included the participation of the CSEO,CAO,etc.)(d)Feedback to Business Management and Control of Insider Information Mitsubishi Corporation has developed a system by which the opinions from share
145、holders and investors and business challenges obtained through IR and SR activities are adequately reported to the management including the President and CEO,Board of Directors,and the Executive Committee.In addition,to help improve business management,the responsible departments feed the opinions o
146、btained through communication with shareholders and investors across financial results briefings and other means back into the Company.To prevent insider information from being leaked during communication with shareholders,either deliberately or accidentally,Mitsubishi Corporation has set forth the
147、Standard for the Prevention of Unfair Stock Trading in accordance with the Code of Conduct for Mitsubishi Corporations Officers and Employees.Mitsubishi Corporation keeps all officers and employees fully informed of this requirement.In Investor Information on the Companys website,Mitsubishi Corporat
148、ion posts various types of IR information in addition to the documents listed below.Details are available on the Companys website at the following URL.https:/ Materials Earnings Release Integrated Reports Financial Statements Quarterly Reports(Translation)16 Investors Note Corporate Brochure Sustain
149、ability Website Response to Realize Management with an Awareness of Capital Cost and Share Price Analysis indicates that if Mitsubishi Corporation can stably maintain double-digit ROE,one of the quantitative targets of Midterm Corporate Strategy 2024,then ROE can exceed the cost of equity.The Compan
150、y has already designated quantitative targets for ROE,sustainable earnings growth and financial soundness in Midterm Corporate Strategy 2024,and adopted business management systems to achieve them.By steadily operating these systems as well as enhancing disclosure and dialogue,Mitsubishi Corporation
151、 aims to increase corporate value over the medium to long term and to generate positive market expectations for sustainable earning growth and creatin of shared values.Further details are disclosed on the Investor Relations section of the Mitsubishi Corporation website(Page 10 to Page11 of Results o
152、f FY2022 and Forecast for FY2023 Presentation Materials)under the heading“Management with an Awareness of Capital Cost and Share Price”.(https:/ Composition Percentage of Foreign Shareholders Between 20%and 29.9%【Principal Shareholders】Name Shareholding Number of shares Investment ratio(%)The Master
153、 Trust Bank of Japan,Ltd.(Trust Account)215,945,200 15.03 EUROCLEAR BANK S.A./N.V.107,908,459 7.51 Custody Bank of Japan,Ltd.(Trust Account)84,145,250 5.86 Meiji Yasuda Life Insurance Company 58,361,535 4.06 Tokio Marine&Nichido Fire Insurance Co.,Ltd.43,258,805 3.01 The Master Trust Bank of Japan,L
154、td.(Retirement Benefit Trust Account,Voting Trust)32,276,728 2.24 STATE STREET BANK WEST CLIENT TREATY 505234 23,024,393 1.60 The Master Trust Bank of Japan,Ltd.(Retirement Benefit Trust Account,Mitsubishi Electric Corporation,Limited Account)17,768,000 1.23 The Master Trust Bank of Japan,Ltd.(Retir
155、ement Benefit Trust Account,Nippon Yusen Kabushiki Kaisha,Limited Account)15,000,000 1.04 JP MORGAN CHASE BANK 385781 14,865,551 1.03 Has a controlling shareholder Has a parent company No Notes The above information is as of the end of March 2023.NATIONAL INDEMNITY COMPANY has stated that it owns th
156、e following shares as of June 12,2023 in the large-volume holding report(change report)that is open to the public on June 19,2023.However,the number of shares actually owned as of the end of the(Translation)17 current accounting period cannot be confirmed,so it is not included in the status of the a
157、bove major shareholders.The contents of the large-volume holding report(change report)are as follows.NATIONAL INDEMNITY COMPANY 119,497,600 shares,ratio 8.31%3.Corporate Data Stock listings and markets Tokyo(Prime)Fiscal year-end March 31 Business type Wholesale Number of employees(Consolidated)1,00
158、0 or more Operating transactions(Consolidated)1,000 billion or more Number of consolidated subsidiaries 300 or more 4.Policy Concerning Protection of Minority Interests When Transacting with Controlling Shareholder-5.Other Special Circumstances That Could Materially Affect Corporate Governance The M
159、itsubishi Corporation Group has a great number of consolidated companies.Mitsubishi Corporation expects to increase their corporate value and business value by respecting their autonomy,while striving to increase the corporate value of the overall Mitsubishi Corporation Group by optimizing consolida
160、ted management such as sharing of its management philosophy,strategies,and so forth.Furthermore,Mitsubishi Corporation has the following listed subsidiaries:Lawson Inc.(Tokyo Stock Exchange Prime Market,operation of the Lawson convenience store franchise system and directly operated stores);Mitsubis
161、hi Shokuhin Co.,Ltd.(Tokyo Stock Exchange Standard Market,food wholesaling business);Nitto Fuji Flour Milling Co.,Ltd.(Tokyo Stock Exchange Standard Market,flour milling business);and Nihon Shokuhin Kako Co.,Ltd.(Tokyo Stock Exchange Standard Market,manufacture of corn starch and processed corn star
162、ch products).The establishment and operation of corporate governance systems for the listed subsidiaries is conducted autonomously by each listed subsidiary electing Independent Outside Directors and Independent Outside Audit&Supervisory Board Members and so forth.Mitsubishi Corporations policy is t
163、o respect the independence of the listed subsidiaries.Specifically,with regard to proposals for the election and dismissal of Outside Directors and Audit&Supervisory Board Members of each listed company,Mitsubishi Corporations internal regulations stipulate that it will consider the independence of
164、each candidate from Mitsubishi Corporation before exercising its voting rights.In addition,when one of Mitsubishi Corporations Officers is to be appointed as President of a listed subsidiary,they are transferred to that company,rather than being seconded.Moreover,this policy is applied to all of the
165、 listed subsidiaries;and in a business alliance agreement between Mitsubishi Corporation and Lawson,Inc.,the two parties have also agreed to conduct their business alliance while respecting Lawson,Inc.s independence and autonomy.Each year at management meetings,Mitsubishi Corporation discusses the w
166、ay of the use of its management resources by the listed subsidiaries and the increase of corporate value through the collaboration between Mitsubishi Corporation and its Group companies.Based on these discussions,Mitsubishi Corporation(Translation)18 determines its policy on holding the listed subsi
167、diaries.The advantages of staying listed common to each listed subsidiary include securing autonomous and agile decision-making and expanding business partners based on independence from Mitsubishi Corporation,maintaining and improving employee motivation,and securing excellent human resources.The s
168、ignificance of having each listed subsidiary in terms of business strategy is as follows.Looking forward,Mitsubishi Corporation will discuss the optimal form of collaboration align with changes in the industries and management environments of each Group company.Lawson,Inc.(Tokyo Stock Exchange Prime
169、 Market)The main business of Lawson,Inc.is the operation of the Lawson convenience store franchise system and directly operated stores.The company pursues the sustainable development of local communities and the improvement of customer convenience by utilizing digital technology and a business base
170、centered on real stores,which are becoming increasingly important amid a changing social environment.The Company aims to further enhance the corporate value of both Lawson,Inc.and the Mitsubishi Corporation Group through the provision of new consumer experiences and customer value in collaboration w
171、ith Mitsubishi Corporation Group companies and with companies in other industries.Mitsubishi Shokuhin Co.,Ltd.(Tokyo Stock Exchange Standard Market)The main business of Mitsubishi Shokuhin Co.,Ltd.is the wholesale of processed foods,frozen foods,alcoholic beverages,and confectionary.The Company aims
172、 to contribute to the sustainable development of local communities,reduce food loss and create new demand,as well as to further enhance the corporate value of both Mitsubishi Shokuhin Co.,Ltd.and the Mitsubishi Corporation Group by promoting digital transformation(DX)in food distribution in collabor
173、ation with Mitsubishi Corporation Group companies and efficiently connecting manufacturers and retail stores throughout Japan.Nitto Fuji Flour Milling Co.,Ltd.(Tokyo Stock Exchange Standard Market)The main business of Nitto Fuji Flour Milling Co.,Ltd.is the manufacture and sale of flour-related prod
174、ucts.The Company aims to further enhance the corporate value of both Nitto Fuji Flour Milling Co.,Ltd.and the Mitsubishi Corporation Group through collaboration with Mitsubishi Corporation on the supply of raw materials to the company as well as in the area of flour and mixed flour,and by providing
175、products to Mitsubishi Corporation Group companies and food service and retail companies.Nihon Shokuhin Kako Co.,Ltd.(Tokyo Stock Exchange Standard Market)The main business of Nihon Shokuhin Kako Co.,Ltd.is the manufacture and sale of processed corn and other products.The Company aims to further enh
176、ance the corporate value of both Nihon Shokuhin Kako Co.,Ltd.and the Mitsubishi Corporation Group through the supply of raw materials to the company,as well as by supporting product sales and collaborating with Mitsubishi Corporation Group companies in the areas of manufacturing technologies and pro
177、duct development.(Note)The“Mitsubishi Corporation Group”that appears in this section and IV 1.“Basic Stance Regarding Internal Control System and Status of Establishment,”represents the“corporate group”in Article 120 paragraph 2 of the Ordinance for Enforcement of the Companies Act.(Translation)19 I
178、I.Management Organization and Other Corporate Governance Systems Concerning Management Decision-Making,Execution and Supervision 1.Matters Concerning Organizational Form and Organizational Management Organizational form Audit&Supervisory Board Member System 【Directors】Number of directors in Articles
179、 of Incorporation N/A Term of office for directors in Articles of Incorporation 1 year Chairperson of Board of Directors Chairman(Excluding individual holding concurrent position as president)Number of directors 9 Appointment of Outside Directors Yes Number 4 Number of Outside Directors designated a
180、s Independent Directors 4 Relationships with Mitsubishi Corporation(1)Name Association Relationships With Mitsubishi Corporation(*)a b c d e F g h i j k Tsuneyoshi Tatsuoka Other Shunichi Miyanaga Current or former employee of another company Sakie Akiyama Current or former employee of another compa
181、ny Mari Sagiya Current or former employee of another company *1 Choices for relationships with Mitsubishi Corporation*2 indicates the item that the person falls under as of“today or recently.”indicates the item that the person falls under as of“previously.”*3 indicates the item that the persons clos
182、e family member falls under as of“today or recently.”indicates the item that the persons close family member falls under as of“previously.”a.Executive Officer of Mitsubishi Corporation or its subsidiary b.Executive Officer or non-executive director of a parent of Mitsubishi Corporation c.Executive O
183、fficer of a fellow subsidiary of Mitsubishi Corporation d.A person who has a significant business relationship with Mitsubishi Corporation or who is Executive Officer of an entity which has such significant business relationship with Mitsubishi Corporation e.A person with whom Mitsubishi Corporation
184、 has a significant business relationship or who is Executive Officer of an entity with which Mitsubishi Corporation has such significant business relationship f.Consultant,accountant,legal expert who receives from Mitsubishi Corporation a large sum of money and other properties in addition to direct
185、ors remuneration g.Major shareholder of Mitsubishi Corporation(the companys Executive Officer if the said major shareholder is a company)(Translation)20 h.Executive Officer(the said person only)of an entity with which Mitsubishi Corporation has a business relationship(not falling under d,e,or f)i.Ex
186、ecutive Officer(the said person only)of an entity with which Mitsubishi Corporation mutually appoints outside director j.Executive Officer(the said person only)of an entity to which Mitsubishi Corporation makes a donation k.Others Relationship with Mitsubishi Corporation(2)Name Independent Director
187、Supplementary information concerning applicable items Reason for appointment as Outside Director(Including reason for designation as Independent Director)Tsuneyoshi Tatsuoka Mr.Tatsuoka has been offering advice to the Company and receiving compensation as Corporate Advisor of Mitsubishi Corporation
188、from January 2018 to June 2018,having been appointed as a member of an advisory body to the Board of Directors(Governance,Nomination and Compensation Committee);however,this compensation was paid as consideration for the advice he offers regarding the management of Mitsubishi Corporation based on hi
189、s experience and insight,and does not affect his independence.As above,Mr.Tatsuoka meets the requirements concerning independence set forth in the Selection Criteria for Outside Directors specified by Mitsubishi Corporation.Therefore,Mitsubishi Corporation judges his independence is assured.Having w
190、orked at Japans Ministry of Economy,Trade and Industry,Mr.Tatsuoka brings to Mitsubishi Corporations Board extensive know-how with respect to strategies in resources,energy,manufacturing and other industries,as well as sustainability insight through his knowledge on environmental and energy policies
191、.Mitsubishi Corporation expects that he can offer advice to Mitsubishi Corporations management and properly oversee the execution of business from an objective and professional perspective.Mr.Tatsuoka meets the requirements of independent director set forth in Guidelines concerning Listed Company Co
192、mpliance,etc.specified by the Tokyo Stock Exchange,Inc.and other stock exchanges in Japan,as well as in Selection Criteria for Outside Directors specified by Mitsubishi Corporation.Shunichi Miyanaga Mr.Miyanaga was Director,President and CEO of Mitsubishi Heavy Industries,Ltd.(MHI),from April 2013 t
193、o March 2019 and has been Chairman of the Board of MHI since April 2019.MHI,where Mr.Miyanaga was an executive in the past,and Mitsubishi Corporation have a relationship of cross-directorship whereby each has an outside director assigned from the other.In addition,the two companies have business tra
194、nsactions,though these transactions do not exceed 2%of Mitsubishi Corporations consolidated revenues.As above,Mr.Miyanaga meets the requirements concerning independence set forth in the Selection Criteria for Outside Directors specified by Mitsubishi Corporation.Therefore,Mr.Miyanaga has spent many
195、years at the helm of a listed manufacturing conglomerate that is engaged in businesses all over the world.In addition to his global management experience and practical insight,he brings to Mitsubishi Corporations board extensive know-how in the tech sector,including a keen understanding of the lates
196、t trends in net-zero,clean technologies.Mitsubishi Corporation expects that he can offer advice to Mitsubishi Corporations management and properly oversee the execution of business from a practical perspective.Mr.Miyanaga meets the requirements of independent director set forth in Guidelines concern
197、ing Listed Company Compliance,etc.specified by the Tokyo Stock Exchange,Inc.and(Translation)21 Mitsubishi Corporation judges his independence is assured.other stock exchanges in Japan,as well as in Selection Criteria for Outside Directors specified by Mitsubishi Corporation.Sakie Akiyama Not applica
198、ble Backed by her far-reaching expertise in the digital and tech spaces,Ms.Akiyama has worked as an international business consultant and is the founder of Saki Corporation,a firm that specializes in robotic inspection systems for the electronics assembly markets.She brings to MCs board a wealth of
199、know-how in digital technologies and IT,as well as innovation and its role in growing global enterprises.Mitsubishi Corporation expects that she can offer advice to Mitsubishi Corporations management and properly oversee execution of business from a practical perspective.Ms.Akiyama meets the require
200、ments of independent director set forth in Guidelines concerning Listed Company Compliance,etc.specified by the Tokyo Stock Exchange,Inc.and other stock exchanges in Japan,as well as in Selection Criteria for Outside Directors specified by Mitsubishi Corporation.Mari Sagiya Ms.Sagiya worked as a Sen
201、ior Vice President at IBM Japan,Ltd.from July 2005 to July 2014,as Executive Vice President at SAP Japan Co.,Ltd.from July 2014 to December 2015 and as Executive Vice President at S Co.,Ltd.(currently Salesforce Japan Co.,Ltd.)from January 2016 to August 2019.Although Mitsubishi Corporation engages
202、in business with the three companies mentioned above,the amount is below 0.01%of the Companys consolidated net income and does not affect her independence.As above,Ms.Sagiya meets the requirements concerning independence set forth in the Selection Criteria for Outside Directors specified by Mitsubis
203、hi Corporation.Therefore,Mitsubishi Corporation judges her independence is assured.Ms.Sagiya has served on the boards of several globally active tech companies and is highly experienced in corporate reforms.Her vast knowledge of DX,as well as HR strategies including diversity,promises to be of great
204、 benefit to Mitsubishi Corporations board.Ms.Sagiya meets the requirements of independent director set forth in Guidelines concerning Listed Company Compliance,etc.specified by the Tokyo Stock Exchange,Inc.and other stock exchanges in Japan,as well as in Selection Criteria for Outside Directors spec
205、ified by Mitsubishi Corporation.Establishment of Any Committees Corresponding to the Nominating Committee or the Compensation Committee Yes (Translation)22 Details of Establishment,Members,and Attribute of Chairperson Name of Committee No.of Total Members No.of Full-time Members No.of In-house Direc
206、tors No.of Outside Directors No.of Outside Experts No.of Others Committee Chairman(Chairperson)Any Committees Corresponding to the Nominating Committee Governance,Nomination and Compensation Committee 7 0 2 4 0 1 In-house Director Any Committees Corresponding to the Compensation Committee Governance
207、,Nomination and Compensation Committee 7 0 2 4 0 1 In-house Director Notes Governance,Nomination and Compensation Committee The majority of the Committees members are Independent Directors.It deliberates on matters related to governance,nomination and compensation.In addition,the Committee discusses
208、 the following themes and performs the functions of both the Nominating Committee and the Compensation Committee.In the Fiscal Year ended March 31,2023,the committee met five times.The Committees main discussion themes are listed below.The corporate governance system(roles,functions and selection me
209、thods of the Directors and Audit&Supervisory Board Members,etc.)Evaluation of the effectiveness of the Board of Directors Successor requirements and basic policies concerning the appointment and dismissal of the President and Chief Executive Officer Review of the remuneration package including the p
210、olicy for setting remuneration,appropriateness of remuneration levels and composition,and linkage to sustainability factors (*Committee Chairman)Outside members(4):Tsuneyoshi Tatsuoka,Independent Director(attended 5/5 meetings)Shunichi Miyanaga,Independent Director(attended 4/5 meetings)Sakie Akiyam
211、a,Independent Director(attended 5/5 meetings)Mari Sagiya,Independent Director(attended 4/4 meetings)*1 In-house members(3):Takehiko Kakiuchi,*Chairman of the Board(attended 5/5 meetings)Katsuya Nakanishi,Director,President&Chief Executive Officer(attended 5/5 meetings)Mitsumasa Icho,Full-time Audit&
212、Supervisory Board Member(attended-/-)*2 (Translation)23 Notes:1.Attendance figures for Mari Sagiya are based on meetings held following her appointment as a member of the Governance,Nominating and Compensation Committee on June 24,2022.2.Mitsumasa Icho was appointed to the Governance,Nominating and
213、Compensation Committee on June 23,2023.The Presidents Performance Evaluation Committee The Presidents Performance Evaluation Committee has been established as a subcommittee to the Governance,Nomination and Compensation Committee,comprising the same Chairman and Independent Directors as the parent c
214、ommittee to evaluate the Presidents performance.The President is not a member of the committee.The composition of the Committee is as of June 23,2023.The member who falls under Others in the composition of the Committee is Full-time Audit&Supervisory Board Member.【Audit&Supervisory Board Members】Est
215、ablishment of Board of Audit&Supervisory Board Members Yes Number of Audit&Supervisory Board Members in the Articles of Incorporation N/A Number of Audit&Supervisory Board Members 5 Cooperation between Audit&Supervisory Board Members,the independent auditors,internal audit divisions a.Audit&Supervis
216、ory Board Member Audits (a)Structure and Personnel The Company has five Audit&Supervisory Board Members,consisting of two In-house Audit&Supervisory Board Members and three Independent Audit&Supervisory Board Members.The In-house Audit&Supervisory Board Members are Mitsumasa Icho,who has extensive e
217、xperience in company-wide management and the finance and accounting departments,and Akira Murakoshi,who has experience in company-wide management.They are both appointed as Full-time Audit&Supervisory Board Members.The Independent Audit&Supervisory Board Members are Rieko Sato and Takeshi Nakao,who
218、each have many years experience as,respectively,an attorney(corporate law)and certified public accountant,as well as Mari Kogiso,who possesses in-depth insight into ESG and finance.Of the five Audit&Supervisory Board Members,Mitsumasa Icho,an In-house Audit&Supervisory Board Member,and Takeshi Nakao
219、,an Independent Audit&Supervisory Board Member,both have a considerable degree of knowledge and experience concerning finance and accounting.The Audit&Supervisory Board Members Office has been established as an independent organization to assist the Audit&Supervisory Board Members,and has eight full
220、-time staff members(as of April 1,2023).(Translation)24(b)Audit&Supervisory Board Activity Status In principle,the Audit&Supervisory Board meets once a month.In the Fiscal Year ended March 31,2023,the Audit&Supervisory Board met a total of 12 times,and all Audit&Supervisory Board Members were in att
221、endance for every meeting during their tenure.In the Fiscal Year ended March 31,2023,the Audit&Supervisory Board met for a maximum of 1 hour and 40 minutes and an average of 1 hour and 3 minutes,and made 15 resolutions,held 9 discussions and made 67 reports throughout the fiscal year.The main conten
222、t of these is as follows.Topic Specific Content Audit planning Annual audit activities are reviewed through the following evaluation of the effectiveness of the Audit&Supervisory Board and review.The Audit&Supervisory Board shares and discusses the matters confirmed in the audit and ways to improve
223、those,and then decides the audit plan for the following year based on the discussion results.Reappointment or non-reappointment of Independent Auditors In addition to the following collaboration and exchange of opinions with the Independent Auditors,the Independent Auditors evaluate themselves and r
224、eceive feedback from the Corporate Accounting Department on the accounting audit activities.Each Audit&Supervisory Board member evaluates the appropriateness of the audit and the independence of the Independent Auditors,and then the Audit&Supervisory Board deliberates on the reappointment or non-rea
225、ppointment of the Independent Auditor.Agreements with Independent Auditors regarding outsourcing of non-guaranteed services With the independence of the Independent Auditors in mind,the Audit&Supervisory Board resolved on the scope of non-guaranteed services to be outsourced to the Independent Audit
226、ors and its member firms.Proposed appointment of Audit&Supervisory Board members In the course of appointing Outside Audit&Supervisory Board Members,candidates were evaluated based on the Companys Appointment Policy for Independent Audit&Supervisory Board Members and in consideration of the external
227、 environment,and were consented to the relevant appointment proposal.Effectiveness evaluation of the Audit&Supervisory Board The effectiveness of the Audit&Supervisory Board was evaluated by each Audit&Supervisory Board member and was deemed adequate after discussion.On-site audits and visits report
228、s Every Audit&Supervisory Board member who participates in the on-site audits and visits creates a report,and opinions are exchanged as necessary.Audit reports from the Audit Department The Audit&Supervisory Board regularly receives reports from the Audit Department on the content and status of impo
229、rtant audit activities and opinions are exchanged as necessary.Legal dispute reports The Audit&Supervisory Board regularly receives reports from the Legal Department on the content and status regarding the Companys and its Group companies dispute cases of note,and opinions are exchanged as necessary
230、.Audit activity reports from full-time Audit&Independent Audit&Supervisory Board Members are kept informed of major audit activities being carried out by the full-time Audit&Supervisory Board(Translation)25 Supervisory Board members members through reports on internal meetings attended by the full-t
231、ime Audit&Supervisory Board members,dialogue with executives,the exchange of information and opinions with Independent Auditors,and other methods and opinions are exchanged as necessary.Audit plans are made prior to the start of each fiscal year,and the key audit items for the year are defined.In th
232、e Fiscal Year ended March 31,2023,the following key audit items were addressed.1.Follow-up to the Midterm Corporate Strategy 2024 Progress of major items of the new Midterm Corporate Strategy Confirmed progress of major key items,such as growth strategies(EX,DX and Creating a New Future),business ma
233、nagement systems,implementation mechanisms,human resource policies and sustainability policies,through dialogue with relevant departments,participation in internal meetings,and onsite inspections at Mitsubishi Corporation Group companies 2.Enhancing Mitsubishi Corporation Group Management Independen
234、t governance status of Group companies Confirmed the status of delegation of authority in each Group company and the status of development and operation of governance systems through dialogues with Business Division COOs,internal meetings and visits to Group companies.Risk Management and Compliance
235、Structure on a Consolidated Basis Confirmed the status of risk management and compliance systems on a consolidated basis and made recommendations as necessary through participation in internal meetings,dialogue with Business Division COOs and administrative managers,and onsite inspections of Group c
236、ompanies.3.Initiatives to strengthen corporate governance Further enhancement of deliberations at the Board of Directors Confirmed that progress has been made in providing information to the Independent Directors through attending in briefing sessions of agenda items for discussion at meetings of th
237、e Board of Directors.Strengthened collaboration with the Audit&Supervisory Board and promoted understanding of business execution activities by the Independent Directors through accepting of the Independent Directors to participate in dialogues and visit to Group companies.Ensuring the effectiveness
238、 of remote auditing and internal controls Utilized a combination of face-to-face and remote auditing to conduct efficient audit activities.Further enhanced tripartite audits by having the Audit Department attend regular meetings between the Audit&Supervisory Board members and Independent Auditors.(c
239、)Activities of Audit&Supervisory Board Members(Audit&Supervisory Board)Audit&Supervisory Board Members mainly carry out the following activities throughout the year.1.Dialogue with Executive Officers The Audit&Supervisory Board Members hold dialogues with the Chairman of the Board,the President and
240、CEO,Corporate Functional Officers,Business Group CEOs and Business Group Heads,Business(Translation)26 Division COOs,General Managers of Administrative Departments,General Manager of the Auditing Department,General Manager of the Corporate Strategy&Planning Department and General Managers of the Cor
241、porate Staff Section.Of the 67 meetings held in the Fiscal Year ended March 31,2023,63 were attended by at least one Independent Audit&Supervisory Board Member.2.Attendance at Important Meetings Besides the Audit&Supervisory Board,Full-time Audit&Supervisory Board Members attend meetings of major in
242、ternal management bodies,including Board of Directors,Governance,Nomination and Compensation Committee,Executive Committee,and Business Strategy Committee and provide opinions as necessary.(132 meetings in the Fiscal Year ended March 31,2023)Besides Audit&Supervisory Board,the Independent Audit&Supe
243、rvisory 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.(26 meetings in the Fiscal Year ended March 31,2023).3.On-site Audits and Visits Audit&Supervisory Board Members
244、 actively audit and visit Mitsubishi Corporation Group companies in Japan and overseas in order to gain a better understanding of the on-site situation.Site selection criteria take into account quantitative aspects,such as the size of investment and net income,as well as qualitative aspects,such as
245、the business environment surrounding the company and the occurrence of compliance issues.In the Fiscal Year ended March 31,2023,in light of the relaxation of restrictions on overseas travel,the Audit&Supervisory Board resumed overseas outside audits and observations,which they worked to enhance whil
246、e as in the previous year striving to prevent the spread of COVID-19.In the Fiscal Year ended March 31,2023,the Audit&Supervisory Board Members met with the CEOs and executive officers of the Mitsubishi Corporation Group companies including 24 companies in 7 countries overseas and 19 companies in Ja
247、pan,as well as the regional chiefs of 10 overseas and domestic offices.The Audit&Supervisory Board Members reported on the results of their on-site audits to the Chairman of the Board,the President and CEO,and relevant executive officers.At least one Independent Audit&Supervisory Board Member partic
248、ipated in on-site audits and visits of 10 companies in 4 countries overseas,18 companies in Japan,and 6 overseas and domestic offices.4.Tripartite Audits The Audit&Supervisory Board meets regularly,at least once a month,with the Independent Auditors and Internal Audit Department respectively to exch
249、ange information and opinions,ensuring close cooperation and an accurate assessment of Mitsubishi Corporation in a timely and appropriate manner.5.Reinforcement of Group Corporate Governance In addition to dialogues with the CEOs and other executive officers of the Mitsubishi Corporation Group compa
250、nies,opportunities are arranged for the exchange of information every quarter with the Audit&Supervisory Board Members of 37 major Group companies in Japan,and Audit&Supervisory Board Members of the Mitsubishi Corporation Group companies also hold subcommittees to provide opportunities to share info
251、rmation and exchange opinions.The Company also provides assistance in training for those who will be assigned to the Mitsubishi Corporation Group companies as full-time Audit&Supervisory Board Members.Mitsubishi Corporation will continue working to strengthen the Group corporate governance through r
252、egular monitoring.(Translation)27 6.Strengthening Collaboration among Independent Directors and Independent Audit&Supervisory Board Members Independent Directors participate in dialogues between Audit&Supervisory Board Members and executive officers,and in briefing sessions on important matters to b
253、e discussed at the Board of Directors.Mitsubishi Corporation maintains close collaboration among Independent Audit&Supervisory Board Members and Independent Directors through opinion exchange at various occasions including meetings of Independent Outside Directors and Independent Outside Audit&Super
254、visory Board Members.7.Activities to enhance the Effectiveness of the Audit&Supervisory Board and Its Members To increase the effectiveness of the audits performed by Audit&Supervisory Board Members,in the year ended March 31,2023,Mitsubishi Corporation further enhanced the reviews of the activities
255、 of the Audit&Supervisory Board as conducted in previous years.Specifically,in addition to the audit progress reviews focusing on priority audit items conducted during and at the end of every year,an evaluation of the effectiveness of the Audit&Supervisory Board was conducted,centering on a question
256、naire for each member.Interviews related to the results were conducted and discussed by the Audit&Supervisory Board to revise audit methods and reflect the results in the audit plan for the next year.An overview of the discussion is as follows.Each Audit&Supervisory Board member filled out a questio
257、nnaire with 17 evaluative items regarding the Boards composition,activities and meeting frequency,management methods,and collaboration with various stakeholders.The Audit&Supervisory Board Members Office conducted interviews on the questionnaire responses and asked for suggestions to improve Audit&S
258、upervisory Board activities.The Audit&Supervisory Board discussed the results of the interviews and summarized the following evaluation.The auditing functionality of the Audit&Supervisory Board is currently adequate.Efforts to improve effectiveness within the PDCA cycle are ongoing.Further operation
259、s improvements,including more efficient dialogue establishment,will further enhance effectiveness starting from this year.b.Internal Audits Regarding internal audits,the Internal Audit Department(which had 80 members as of April 1,2023)conducts audits of Mitsubishi Corporation,overseas regional subs
260、idiaries and affiliated companies from a Company-wide perspective.In addition,each Business Group has established its own internal audit organization,which audits the operations that fall under its group organization on a consolidated basis.These internal audits are based on annual audit plans and a
261、re conducted after selecting audit targets.Under a dual reporting system,the audit results are reported each time to the President and CEO,Audit&Supervisory Board Members and other concerned parties.They are also reported regularly to the Board of Directors and the Executive Committee.Mitsubishi Cor
262、poration conducts regular audits throughout the year of the Company and its Group companies in accordance with the International Standards for Internal Auditing every three to five years,taking into account factors such as business risks and scale.In addition to legal compliance,Mitsubishi(Translati
263、on)28 Corporation also considers social norms and business ethics in verifying and evaluating each process of governance,risk management and internal controls.Mitsubishi Corporation has also been conducting thematic audits annually since the Fiscal Year ended March 31,2022,and in the Fiscal Year end
264、ed March 31,2023,conducted thematic audits from the perspectives of anti-bribery and anti-trust laws,as well as the status of environmental issue management which have important impacts across the entire Mitsubishi Corporation Group.c.Accounting Audits The 3 certified public accountants who carried
265、out the accounting audit of Mitsubishi Corporation were Yuki Higashikawa,Hirofumi Otani,and Sogo Ito of Deloitte Touche Tohmatsu LLC.They were assisted by 31 certified public accountants,21 junior accountants,and 90 other staff.Mitsubishi Corporation comprehensively evaluates the audit system,indepe
266、ndence,expertise,and status of performance of the independent auditors based on the evaluation standards set out by the Audit&Supervisory Board to determine whether they are suitable for the role as independent auditors of Mitsubishi Corporations global business activities.Mitsubishi Corporation has
267、 a policy to dismiss independent auditors based on the unanimous agreement of all Audit&Supervisory Board Members if any of the items set forth in Article 340,Paragraph 1 of the Companies Act is applicable to the independent auditors.In this instance,at the Ordinary General Meeting of Shareholders f
268、irst convened after the dismissal,an Audit&Supervisory Board Member selected by the Audit&Supervisory Board will report on the dismissal of the independent auditors and the reason for this action.Furthermore,if the Audit&Supervisory Board decides it is appropriate to dismiss or not to reappoint the
269、independent auditors after comprehensively taking into consideration and evaluating the independent auditors execution of duties and other circumstances,the Audit&Supervisory Board will submit a proposal to the Ordinary General Meeting of Shareholders to dismiss or not to reappoint the independent a
270、uditors concerned and to appoint new independent auditors concerned and to appoint new independent auditors.Mitsubishi Corporations Audit&Supervisory Board Members and Audit&Supervisory Board followed the above process again in the Fiscal Year ended March 31,2023 to evaluate the independent auditors
271、.The result confirmed that the current independent auditors have established a system for executing their duties correctly,and they were considered to be conducting appropriate audits as professional experts while maintaining an independent position,and Audit&Supervisory Board determined the reappoi
272、ntment of the independent auditors.The continuous audit period by Deloitte Touche Tohmatsu LLC is 70 years.d.Mutual cooperation among Audit&Supervisory Board Member Audits,Internal Audits and Accounting Audits,and their Relationship with Internal Control Departments The Audit&Supervisory Board Membe
273、rs,Corporate Accounting Department,and Independent Auditors hold regular meetings at the time of quarterly financial results and monthly for exchanging opinions as necessary.With regard to key audit matters(KAMs),the Audit&Supervisory Board receives a presentation of proposed KAMs during the Indepen
274、dent Auditors explanation of the audit plan,and then exchanges opinions on audit response status and considerations during the quarterly review and other occasions.In the Fiscal Year ended March 31,2023,the scope of non-guaranteed services to be outsourced(Translation)29 to Deloitte Touche Tohmatsu
275、LLC and its member firms based on the independence of Independent Auditors was reviewed in accordance with the revised International Code of Ethics for Professional Accountants published by the International Ethics Standards Board for Accountants.In addition,the Internal Audit Department makes regul
276、ar audit reports to the Audit&Supervisory Board,the Audit&Supervisory Board Members have monthly meetings with the Internal Audit Department,and the Audit&Supervisory Board Member and the Internal Audit Department hold liaison meetings with company auditors and internal audit departments of subsidia
277、ries and affiliates,and so forth.In addition,the Audit Department also began participating in the regular meetings for exchanging information and opinions with Audit&Supervisory Board Members and Independent Auditors in the Fiscal Year ended March 31,2023.This cooperation is intended to strengthen t
278、he linkages supporting Tripartite Audits.Fees paid to Mitsubishi Corporations independent auditors Deloitte Touche Tohmatsu LLC for the Fiscal Year ended March 31,2023 were as follows:a.Amount of fees for services in accordance with the first clause of Article 2 of the Certified Public Accountant La
279、w of Japan(Law No.103,1948)(Note 1)846 million b.Amount of fees for services other than those prescribed in the first clause of Article 2 of the Certified Public Accountant Law of Japan(Note 2)38 million c.Total amount of fees to be paid by Mitsubishi Corporation and consolidated subsidiaries(Note 3
280、)2,838 million (Notes)1.Fees for services prescribed in the first clause of Article 2 of the Certified Public Accountant Law of Japan(Law No.103,1948)are fees,etc.for audit certification services relating to English language financial statements prepared based on International Financial Reporting St
281、andards(IFRS)and audit certification based on the Companies Act and the Financial Instruments and Exchange Act.2.Fees for services other than those prescribed in the first clause of Article 2 of the Certified Public Accountant Law of Japan are for the preparation of comfort letters for issuance of c
282、orporate bonds,training,etc.3.Some subsidiaries are audited by certified public accountants or independent auditors(including persons with qualifications equivalent to these qualifications in overseas countries)other than Mitsubishi Corporations independent auditors.Appointment of Outside Audit&Supe
283、rvisory Board Members Yes Number of Outside Audit&Supervisory Board Members 3 Number of Outside Audit&Supervisory Board Members designated as independent Audit&Supervisory Board Members 3(Translation)30 Relationship with Mitsubishi Corporation(1)Name Association Relationships with Mitsubishi Corpora
284、tion(*)a B c d e f g h i j k l m Rieko Sato Lawyer Takeshi Nakao Certified public accountant Mari Kogiso Current or former employee of another company *1 Choices for relationships with Mitsubishi Corporation*2 indicates the item that the person falls under as of“today or recently.”indicates the item
285、 that the person falls under as of“previously.”*3 indicates the item that the persons close family member falls under as of“today or recently.”indicates the item that the persons close family member falls under as of“previously.”a.Executive Officer of Mitsubishi Corporation or its subsidiary b.Non-e
286、xecutive director or accounting advisor of Mitsubishi Corporation or its subsidiary c.Executive Officer or non-executive director of a parent of Mitsubishi Corporation d.Audit&Supervisory Board Member of a parent of Mitsubishi Corporation e.Executive Officer of a fellow subsidiary of Mitsubishi Corp
287、oration f.A person who has a significant business relationship with Mitsubishi Corporation or who is Executive Officer of an entity which has such significant business relationship with Mitsubishi Corporation g.A person with whom Mitsubishi Corporation has a significant business relationship or who
288、is Executive Officer of an entity with which Mitsubishi Corporation has such significant business relationship h.Consultant,accountant,legal expert who receives from Mitsubishi Corporation a large sum of money and other properties in addition to directors remuneration i.Major shareholder of Mitsubis
289、hi Corporation(the companys Executive Officer if the said major shareholder is a company)j.Executive Officer(the said person only)of an entity with which Mitsubishi Corporation has a business relationship(not falling under f,g,or h)k.Executive Officer(the said person only)of an entity with which Mit
290、subishi Corporation mutually appoints outside director l.Executive Officer(the said person only)of an entity to which Mitsubishi Corporation makes a donation m.Others Relationship with Mitsubishi Corporation(2)Name Independent Audit&Supervisory Board Member Supplementary information concerning appli
291、cable items Reason for appointment as Outside Audit&Supervisory Board Member(Including reason for designation as Independent Audit&Supervisory Board Member)Rieko Sato Not applicable Ms.Sato possesses extensive knowledge of corporate law(Companies Act,Financial Instruments&Exchange Act,compliance,etc
292、.)based on her extensive experience as an attorney,as well as a management perspectives gained through extensive experience as an Outside Director and Outside Audit&Supervisory Board Member.Mitsubishi Corporation expects that(Translation)31 she can conduct audits from neutral and objective perspecti
293、ves.Ms.Sato meets the requirements of independent auditor set forth in Guidelines concerning Listed Company Compliance,etc.specified by the Tokyo Stock Exchange,Inc.and other stock exchanges in Japan,as well as in Selection Criteria for Outside Audit&Supervisory Board Members specified by Mitsubishi
294、 Corporation.Takeshi Nakao Not applicable Mr.Nakao possesses profound knowledge of finance and accounting as a certified public accountant,as well as extensive insight gained through many years of experience in advisory work regarding M&A activity,corporate revitalization,and internal control.Mitsub
295、ishi Corporation expects that he can conduct audits from neutral and objective perspectives.Mr.Nakao meets the requirements of independent auditor set forth in Guidelines concerning Listed Company Compliance,etc.specified by the Tokyo Stock Exchange,Inc.and other stock exchanges in Japan,as well as
296、in Selection Criteria for Outside Audit&Supervisory Board Members specified by Mitsubishi Corporation.Mari Kogiso Ms.Kogiso has served as a business executive at FAST RETAILING CO.,LTD.from June 2019 to December 2020.Although Mitsubishi Corporation has business transactions with that company,the amo
297、unt of annual transactions has been approximately 2 million.Accordingly,these transactions are deemed not to impact Ms.Kogisos independent status.As above,Ms.Kogiso meets the requirements concerning independence set forth in the Selection Criteria for Outside Directors specified by Mitsubishi Corpor
298、ation.Therefore,Mitsubishi Corporation judges her independence is assured.Ms.Kogiso has long accumulated business experience in the financial industry,including operations at an international organization,while taking on diversity promotion and other sustainability-related initiatives at global comp
299、anies and public interest incorporated foundations.She has handled the establishment and management of the ESG Impact Fund.Through these endeavors,she acquired in-depth insight into ESG and finance.Mitsubishi Corporation expects that she can audit its business operations from a neutral and objective
300、 perspective.Ms.Kogiso meets the requirements of independent auditor set forth in Guidelines concerning Listed Company Compliance,etc.specified by the Tokyo Stock Exchange,Inc.and other stock exchanges in Japan,as well as in Selection Criteria for Outside Audit&Supervisory Board Members specified by
301、 Mitsubishi Corporation.【Independent Directors and Audit&Supervisory Board Members】Number of Independent Directors and Audit&Supervisory Board Members 7 (Translation)32 Other matters concerning Independent Directors and Audit&Supervisory Board Members Independent Directors and Independent Audit&Supe
302、rvisory Board Members Mitsubishi Corporation has 4 Independent Directors and 3 Independent Audit&Supervisory Board Members.a.Independence of Outside Directors and Outside Audit&Supervisory Board Members To make the function of Outside Directors and Outside Audit&Supervisory Board Members stronger an
303、d 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,Nomination and Compensation Committee,which is composed with Independent Directors in the majority.Each of the
304、4 Outside Directors and 3 Outside Audit&Supervisory Board Members satisfy the requirements for independent Directors and Audit&Supervisory Board Members as stipulated by Japanese stock exchanges,such as the Tokyo Stock Exchange,and Mitsubishi Corporations Selection Criteria for Outside Directors and
305、 Outside Audit&Supervisory Board 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
306、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,attenti
307、on is given to maintain their independency*;individuals not ensuring this independency in effect will not be selected to serve as Outside Directors.3.Mitsubishi Corporations operations span a broad range of business domains;hence there may be cases of conflict of interest stemming from business rela
308、tionships 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
309、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 a wealth of knowledge and experience across various fields that is helpful in perfor
310、ming 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 not ensuring this independency will not be selected to serve as Outside A
311、udit&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 Indepe
312、ndent Audit&Supervisory Board Members as specified by(Translation)33 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 pers
313、on or entity directly or indirectly holding 10%or more of the voting rights),or a member of business personnel of such shareholder(*1).*1 A 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 o
314、f business personnel of a creditor of Mitsubishi Corporation exceeding the threshold set by Mitsubishi Corporation(*2).*2 Creditors exceeding the threshold set by Mitsubishi Corporation refer to creditors to whom Mitsubishi Corporation owes an amount exceeding 2%of Mitsubishi Corporations consolidat
315、ed 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).*3 Suppliers or customers exceeding the threshold set by Mitsubishi Corporation refer to suppliers or customers whose transaction amount w
316、ith Mitsubishi Corporation exceed 2%of Mitsubishi Corporations 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 Boar
317、d Members remuneration,where the amount exceeds 10 million per fiscal year.(5)A representative or partner of Mitsubishi Corporations Independent auditor.(6)A person belonging to an organization that has received donations exceeding a certain amount(*4)from Mitsubishi Corporation.*4 Donations exceedi
318、ng 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 by Mitsubishi Corporation to be effectively I
319、ndependent 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 Independent Director or Independent Audit&Supervisory Board Members.【Incentive System】Initiatives to offer incentives to directors Intr
320、oduced results-linked remuneration system,Introduced stock option system,Other Supplementary explanation regarding applicable item At their meeting held on May 17,2019,the Board of Directors approved revisions to the package of remuneration for Executive Directors(Directors for business execution,ex
321、cluding the Chairman of the Board and Independent Directors,hereinafter the same)of Mitsubishi Corporation effective from the fiscal year ended March 31,2020,after the continuous deliberations of the Governance,Nomination and Compensation Committee and other meetings.Furthermore,at the 2019 Ordinary
322、 General Meeting of Shareholders,held on June 21,2019,it was resolved to set limits on remuneration for Directors in accordance with the revisions of their remuneration package.Under the current remuneration package,remuneration for Executive Directors comprises base salary,annual deferral for retir
323、ement remuneration,individual performance-linked remuneration(Translation)34(renamed from“individual performance bonus”from Fiscal Year ended March 31,2024 onward),performance-linked bonus(short term),performance-linked bonus(medium to long term),and stock-based remuneration linked to medium-and lon
324、g-term share performances(stock options with market conditions).Of these,individual performance-linked remuneration,performance-linked bonus(short term),performance-linked bonus(medium to long term),and stock-based remuneration linked to medium-and long-term share performances are variable remunerat
325、ion linked to factors such as individual performance,consolidated financial results(relevant fiscal year plus medium to long term),sustainability factors(medium to long term,to be added as the key performance indicators used to calculate performance-linked bonuses(medium to long term)from Fiscal Yea
326、r ended March 31,2024 onward,following a resolution at the 2023 Ordinary General Meeting of Shareholders held on June 23,2023)and share price.Under the current remuneration system,to strengthen the performance-linked component,remuneration shall not only be based on the relevant single-years busines
327、s results,but also be in line with medium-to-long-term corporate value.Remuneration composition shall be commensurate with the enhancement of medium-to-long-term corporate value based on a new stock-based component(with market conditions)that strengthens the link with shareholder value in addition t
328、o the cash component.Furthermore,the revised design raises the percentage of performance-linked remuneration based on the consolidated financial results(relevant fiscal year plus medium to long term)and growth in Total Shareholder Return(TSR).See“Detail of Policy for Setting Remuneration Amounts and
329、 Calculation Method”under II 1.Disclosure Concerning Directors Remuneration for details.Eligible persons for stock options In-house Directors,Other Supplementary explanation regarding applicable item Stock options as remuneration are granted to Executive Directors and Executive Officers from the per
330、spective of aligning Directors and Officers interests with those of shareholders and providing incentives to enhance corporate value and to increase the Companys share price over the medium to long term.In principle,all stock options allocated cannot be exercised for a three-year performance period.
331、The number of stock options that can be exercised at the end of the performance period varies depending on the share growth rate(calculated as TSR divided by the TOPIX benchmark growth rate over the same period).The basic policy is that Directors are obliged to hold any shares including those acquir
332、ed through the exercise of stock options while in office.Sales of such shares are restricted until their aggregate market value exceeds approximately 200%to 300%of the base salary of each position.The total number of shares to be issued for the purpose of stock acquisition rights on March 31,2023(in
333、cluding shares held by retirees)is as follows.Stock-option-based remuneration(through the Fiscal Year ended March 31,2007:granted to Directors and Executive Officers,1 right=100 shares,from the Fiscal Year ended March 31,2008 through the Fiscal Year ended March 31,2019:granted to Directors,Executive Officers and Senior Vice Presidents(“Riji”),1 right=100 shares,from the Fiscal Year ended March 31,