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Corporate Governance CHAPTER 4 Corporate Governance 102 Mitsui’s Corporate Governance 106 Effectiveness of the Board of Directors 117 Execution of Business Activities and Internal Controls CHAPTER 4 120 Board of Directors and Independent Directors 122 Full-time and Independent Audit & Supervisory Board Members 123 Managing Officers 124 Organization Chart MITSUI & CO., LTD. Integrated Report 2019 097 098 MITSUI & CO., LTD. Integrated Report 2019 MITSUI & CO., LTD. Integrated Report 2019 099 100 MITSUI & CO., LTD. Integrated Report 2019 MITSUI & CO., LTD. Integrated Report 2019 101 Mitsui’s Corporate Governance In terms of strengthening corporate governance, the Company worked to improve diversity among members of the Board of Directors. At the same time, an even greater number of discussions regarding Mitsui’s future direction and business strategies were held at Board of Directors’ meetings. In these ways, the Company has been moving forward with efforts to enhance the effectiveness of the Board of Directors. Corporate Governance Framework Organizational Format Company with Audit & Supervisory Board Organization chart General Meeting of Shareholders Election / Dismissal Election / Dismissal Election / Dismissal 1 Governance Committee Audit & Supervisory Reporting Board Members / Auditing Advice 2 Nomination Independent Auditors Board of Directors Audit & Supervisory Committee Board 3 Remuneration Committee Coordination Appointment and dismissal; Placing important items on Accounting surveillance of selection, the agenda, reporting on audits Coordination Auditing dismissal and conduct of duties business execution Coordination Internal Auditing Division Framework for Execution of Business Ratio of External Directors / Ratio of Female Directors / Ratio of Foreign Directors / Audit & Supervisory Board Members Audit & Supervisory Board Members Audit & Supervisory Board Members External Internal Female Male Foreigner Japanese Directors Directors Directors 5 14 9 2 14 12 2 14 12 35.7% 64.3% 14.3% 85.7% 14.3% 85.7% External Audit & Internal Female Audit & Male Foreigner Audit & Japanese Supervisory Supervisory Supervisory 3 Board Members 2 1 Board Members 4 0 Board Members 5 60.0% 5 40.0% 20.0% 5 80.0% 0.0% 5 100.0% 102 MITSUI & CO., LTD. Integrated Report 2019 Directors and Audit & Supervisory Board Members Diversity Term of Office Governance Nomination Remuneration Name Position at the Company Stipulated Committee*1 Committee*1 Committee*1 Female Foreigner Masami Iijima Representative Director, Chairman of the Board of Directors ◎ ○ Tatsuo Yasunaga Representative Director, President and Chief Executive Officer ○ ○ Shinsuke Fujii Representative Director, Executive Vice President ○ Nobuaki Kitamori Representative Director, Executive Vice President Yukio Takebe Representative Director, Executive Vice President Takakazu Uchida Representative Director, Senior Executive Managing Officer ○ Kenichi Hori Representative Director, Senior Executive Managing Officer Directors 1 year Hirotatsu Fujiwara Representative Director, Senior Executive Managing Officer ○ Yoshio Kometani Representative Director, Executive Managing Officer Toshiro Muto Director (External)*2 ○ ◎ Izumi Kobayashi Director (External)*2 ◎ ○ ○ Jenifer Rogers Director (External)*2 ○ ○ ○ Samuel Walsh Director (External)*2 ○ ○ Takeshi Uchiyamada Director (External)*2 ○ Makoto Suzuki Full-time Audit & Supervisory Board Member Kimiro Shiotani Full-time Audit & Supervisory Board Member Audit & Supervisory Haruka Matsuyama Audit & Supervisory Board Member (External)*2 4 years ○ ○ Board Members Hiroshi Ozu Audit & Supervisory Board Member (External)*2 ○ Kimitaka Mori Audit & Supervisory Board Member (External)*2 ○ *1. ◎ : Committee chair for the respective advisory committees *2. Independent Director / Audit & Supervisory Board Member Advisory Bodies Advisory bodies 1 Governance Committee 2 Nomination Committee 3 Remuneration Committee Committee chair Chairman of the Board of Directors External Director External Director Chairman of the Board of Directors Chairman of the Board of Directors 2 Internal Directors President and Chief Executive Officer President and Chief Executive Officer 2 External Directors Composition 1 Internal Director 2 External Directors 1 External Audit & Supervisory Board (including 3 External Directors 1 External Audit & Supervisory Board Member committee chair) 1 External Audit & Supervisory Board Member Member To study the state and future vision of To establish the standards and processes To study the system and decision-making Mitsui’s corporate governance with the used in nominating and dismissing process related to remuneration and viewpoints of External Directors and Directors and Managing Officers (including bonuses including evaluation of officer Role External Audit & Supervisory Board the CEO, the same shall apply hereafter), remuneration proposals, for Directors and Members set succession planning for CEO and other Managing Officers top executives, and to evaluate the Director nomination proposals Meetings in the fiscal year ended 3 4 5 March 31, 2019 The Governance Committee responded to The Nomination Committee responded to The Remuneration Committee responded the revision of the Corporate Governance the revision of the Corporate Governance to the revision of the Corporate Code, carried out reviews of matters such Code, carried out a review of the standards Governance Code, carried out a review of framework of corporate governance of and processes for nominating and dismiss- the remuneration structure for Directors Results in the Mitsui, and the effectiveness of the Board ing Directors and Managing Officers. The and Managing Officers, and evaluated fiscal year ended of Directors. Committee confirmed that the candidates remuneration proposals. March 31, 2019 met the selection criteria of the Directors, and discussed the succession planning of the CEO and the composition and balance of the Board of Directors. MITSUI & CO., LTD. Integrated Report 2019 103 Mitsui’s Corporate Governance History of the Governance System 1994 2002 2003 2004 2005 2006 2007 2012 2013 2014 2015 2016 2017 2018 2019 Separation of Management and Execution Reduced the number of Directors to a number that can participate in deliberations, introduced the Managing Officer System 1 2 External Directors 3 4 5 External Audit & Supervisory 1 Board Members* 3 Governance Committee Advisory Bodies to the Board of Directors Nomination Committee Remuneration Committee External Members Meeting External Members Meeting Evaluation of the Effectiveness Evaluation of the Effectiveness of the Board of Directors of the Board of Directors Corporate Governance and Internal Control Principles * The number of External Audit & Supervisory Board Members (number appointed / upper limit according to the Articles of Incorporation), was temporarily 4/7 and is currently 3/5. Board and Other Meetings Held in FY Ended March 2019 Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar BD BD BD BD BD BD BD BD BD BD BD BD Ex BD BD Ex G BD FD Ex Ex BD N R Ex Ex N Ex N Ex R R G Ex N G R R BD Board G Governance Committee R Remuneration Committee N Nomination Committee Ex External Members Meeting FD Free Discussion Free discussion among all members of BOD and ASB For evaluation of the effectiveness of the fiscal year ended March 31, 2018, considering the opinions to set an oppor- tunity of free discussion, we organized free discussion during the fiscal year ended March 31, 2019 Date, Venue, etc. Agenda FY 2018 March ■ Nov 15, 2018 1. Mitsui & Co. governance and organizational design The opinions for ■ Offsite meeting at a training facility of the Company 2. Realization of sustainable growth the evaluation of ▶︎ ■ Free discussion attended by all members of the Board of 3. Current status and future issues of human resources the effectiveness Directors and the Audit & Supervisory Board to support realization of sustainable growth Basic View on Corporate Governance In structuring the corporate governance framework, the of the 15 Headquarter Business Units and the 3 Overseas Company places emphasis on “improved transparency and Regional Business Units serve concurrently as Managing accountability” and “the clarification of the division of roles Officers and engage in business operations for the consoli- between the oversight activities and the executive activities of dated Group in a responsive and flexible manner. management.” For “improved transparency and accountability,” While increasing the effectiveness of supervisory functions by the Company ensures sound supervision and monitoring of having Audit & Supervisory Board Members, the Company management with the viewpoints of External Directors and implements corporate governance by maintaining an Audit & External Audit & Supervisory Board Members. The Company has Supervisory Board system because it believes that having also established an internal control system for disclosure so Internal Directors who are familiar with its business practices that all executives and employees fulfill their accountability to and operations is essential to the business of a general trading stakeholders under the principle of fair disclosure. For “the clari- company. By adopting a Committee System in which External fication of the division of roles between the oversight activities Directors and External Audit & Supervisory Board Members par- and the executive activities of management,” the Company del- ticipate, the Company achieves highly effective corporate gov- egates execution of business to Managing Officers
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