Corporate Governance and Internal Control System (PDF:53KB)

General Meeting of Shareholders

Appointment/Dismissal Appointment/Dismissal Determination of Determination of Appointment/ Remuneration Parameters Remuneration Parameters Dismissal

Request Audit/ Audit & Supervisory Corporate Governance and Board of Directors Report Board Members Report Independent (Audit & Supervisory Board) Governance, 6 In-house Directors Auditors 5 Outside Directors 2 Full-time Audit & Supervisory Board Members (In-house) Nomination & Advice 3 Outside Audit & Supervisory Board Members Internal Control System Compensation Committee (1) Debate on important matters 3 In-house Members Appointment regarding management and Accounting and Delegation of 5 Outside Members matters to be resolved by the authority on Audit Audit Supervision of Board of Directors, as defined by Executive matters other law and the Articles of than (1) on left Ocers Incorporation MC has made strengthening corporate governance on an ongoing basis International (2) Report on business execution Advisory an important management concern as the foundation for ensuring sound, Committee Executive Structure 6 Overseas Members Mutual Cooperation Among Audit & transparent and efficient management. MC, based on the Audit & Supervisory 5 Japanese Members Executive Committee Supervisory Board Members, Internal (management decision-making body) Audit Dept. and Independent Auditors Board Member System, is thus working to put in place a corporate governance President & CEO Internal Audit Dept. system that is even more effective. This includes strengthening management supervision through such measures as appointing Outside Directors and Outside Audit & Supervisory Board Members (five Outside Directors and three Governance, Nomination and Compensation Committee Outside Audit & Supervisory Board Members) who satisfy the conditions for Member Composition (as of July 1, 2021) Independent Directors or Independent Audit & Supervisory Board Members, ▪Outside members (5): ▪In-house members (3): Akihiko Nishiyama (Outside Director) Ken Kobayashi* (Chairman of the Board) and establishing advisory bodies to the Board of Directors where the majority Akitaka Saiki (Outside Director) Takehiko Kakiuchi Tsuneyoshi Tatsuoka (Outside Director) of members are Outside Directors and Outside Audit & Supervisory Board (Member of the Board, President & CEO) Shunichi Miyanaga (Outside Director) Shuma Uchino Members as well as other experts from outside the company (Governance, Sakie Akiyama (Outside Director) (Full-time Audit & Supervisory Board Member) Note: The members removed their face masks only when this picture was taken, and *Committee Chairperson Nomination and Compensation Committee and International Advisory ensured proper distance between their seats during the meeting. Committee). At the same time, MC uses the executive officer system for prompt International Advisory Committee and efficient decision-making and business execution. Member Composition (as of July 1, 2021) Our efforts to improve and strengthen our internal control system are ongoing ▪Overseas members (6): ▪Japanese members (5): in order to increase corporate value through proper and efficient business Ambassador Richard Armitage Ken Kobayashi* (Chairman of the Board) (Former United States Deputy Secretary of State (U.S.A.)) Takehiko Kakiuchi (Member of the Board, President & CEO) operations in conformity with the law and our Articles of Incorporation. The Professor Joseph S Nye Yasuteru Hirai (Harvard University Distinguished Service Professor (U.S.A.)) internal control system covers compliance, financial reporting, internal auditing (Member of the Board, Executive Vice President) Ratan N Tata (Chairman, Tata Trusts (India)) Akitaka Saiki (Outside Director) George Yeo (Former Chairman of Kerry Logistics Network (Singapore)) and monitoring, management and storage of information, risk management, Tsuneyoshi Tatsuoka (Outside Director) Niall FitzGerald KBE (Former CEO & Chairman, Unilever (Ireland)) efficient business execution, ensuring proper business in group management, *Committee Chairperson Jaime Augusto Zobel de AyalaⅡ and the Audit & Supervisory Board Members. (Chairman, Ayala Corporation (the Philippines))

Note: Taken at the latest in-person committee meeting. Advice and recommendations of committee members were obtained remotely during fiscal year ended March 31, 2021. 33