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Corporate Governance

Our Approach to Corporate Governance

The Mitsui Chemicals Group is constantly engaged in business activities to realize its Corporate Vision, which comprises a Corporate Mission and a Corporate Target. The Group recognizes efforts to achieve effective corporate governance as part of the process that will allow us to:

  1. Maintain and develop trusting relationships with its shareholders and all other diverse stakeholders of the Mitsui Chemicals Group, and
  2. Create a framework that can execute transparent, fair, timely, and decisive decision making.

Through these means, the Mitsui Chemicals Group recognizes that it is better placed to achieve sustainable growth and increased corporate value over the medium to long term.
Accordingly, Mitsui Chemicals positions efforts to upgrade and expand its corporate governance as a key management issue and will persevere with the efforts outlined above.

Corporate Vision

Corporate Mission

Contribute broadly to society by providing high-quality products and services to customers through innovations and the creation of materials, while keeping in harmony with the global environment.

【Five social contribution areas】

  • Promoting human well-being
  • Contributing to the value of shareholders’ investments
  • Increasing customer satisfaction
  • Contributing to local communities
  • Promoting the happiness and fulfillment of employees

Corporate Target

To be a corporate group that continues to grow
through solving social challenges and creating diverse value
with the power of chemistry

Publicly released since the fiscal year ended March 31, 2016, the Mitsui Chemicals Group Corporate Governance Guidelines outline the Group's fundamental policies and efforts in relation to corporate governance.

History of Corporate Governance Reforms

We have continuously instituted reforms since the founding of the Mitsui Chemicals with the aim of raising the effectiveness of our corporate governance to an even higher level.

History of Corporate Governance Reforms

Corporate Governance Framework

At the Mitsui Chemicals, the Board of Directors including Outside Member of the board independent of business execution makes material management decisions and supervises the execution of duties by each member of the board and the duties of other executive officers, etc. As a company with a Board of Corporate Auditors, the status of each member of the board’s performance of his or her duties is audited by the corporate auditors and the Board of Corporate Auditors independently from the Board of Directors.

Within this framework, the Company strives to realize smooth and efficient management, undertaking initiatives aimed at, for example, clarifying official authority and decision-making procedures in light of Company rules, clarifying management supervision and business execution roles by introducing an executive officer system, ensuring that important matters are referred to the Management Committee for discussion, and ensuring a broad range of perspectives inform strategic discussions undertaken at the Group-wide Strategy Commitee. In addition, as part of its internal control system the Company’s corporate auditors conduct audits to ensure the propriety of business operations while the Internal Control Division works to ensure sound risk management.

Corporate Governance Framework

* Number of meetings held in fiscal 2022.

*In fiscal 2023, we abolished the Risk & Compliance Committee and established the Risk Management Committee and Compliance Management Committee.

The General Meeting of Shareholders makes important decisions as the supreme decision-making body of the Company while being a valuable venue for direct and constructive dialogue with shareholders.

The Board of Directors decides business strategies, business plans, and all other important matters related to management. The Board also oversees the overall management of the Group through reporting on such matters as the performance and duties of individual directors, important operations of subsidiaries and affiliates, and the implementation status of compliance and risk management systems by the Company and its subsidiaries and affiliates.
Moreover, the Board of Directors deliberates important corporate management policies from the intermediate stage and takes steps to reinforce management supervisory functions by providing advice to executives.

Corporate auditors conduct audits on such matters as the directors’ performance of duties in accordance with audit policies and plans established by the Board of Corporate Auditors.
Corporate auditors, the accounting auditor, and the Internal Control Division (Mitsui Chemicals’ internal audit department) mutually cooperate to conduct audits by reporting each annual plan, audit results, and all other relevant information by exchanging opinions and information among themselves while taking into account the independence of each audit.

To ensure the transparency and the validity of executive officer appointments, the Company has established the Nomination Committee as a consultative body of the Board of Directors as well as a mechanism to determine the system for proposing executive officer candidates.

To ensure the transparency of performance evaluations and the validity of the compensation levels, the Company has established the Executive Compensation Committee as a consultative body of the Board of Directors as well as a mechanism to determine the system of executive compensation and evaluate the performance of directors.

To ensure appropriate and efficient decision making, the Company has established the Management Committee to review items that need to be discussed in advance of being put on the agenda of Board of Directors meetings and to deliberate on important matters related to business execution.

The Company has established the Group-wide Strategy Committee to deliberate on strategy from a Company-wide perspective related to management and ­operational issues.

The Company has established various types of committees to assist in enhancing its corporate governance.

 

  • Risk Management Committee
    The Risk Management Committee (chaired by the President) was established to ensure implementation of risk management. The Committee deliberates on the basic policies, strategies, and plans for risk management across the Group. Furthermore, the Committee deliberates on the selection and prioritization of key risks across the Group through enterprise-wide risk reviews as well as the responses to individual key risks. The results of the Committee’s deliberations and activities are reported to the Management Committee, and proposals on key risks across the Group are discussed at the Committee, and following the Management Committee determined by resolution of the Board of Directors. The Committee commenced operations in fiscal year of 2023.

  • Corporate Sustainability Committee
    The Corporate Sustainability Committee deliberates on the MCI Group’s groupwide policies, strategies, and plans for promoting ESG. We are aiming for the sustainable development of both society as a whole and the MCI Group. To that end, we are addressing the ESG-related challenges identified in the sustainable development goals (SDGs) and elsewhere by seeking out business opportunities in order to resolve issues through its business activities, as well as recognizing and tackling future risks for the MCI Group, and fulfilling its social responsibility as a company.

  • Compliance Management Committee
    The Compliance Management Committee (chaired by the Responsible officer for the Corporate Administration & Legal Division) has been established to promote compliance management across the Group. The Committee determines annual plans and policies related to compliance management, and implements measures related to compliance (prevention, detection, initial and permanent responses, and measures to raise awareness). The Committee commenced operations in fiscal year of 2023.

  • Responsible Care Committee
    Responsible Care (RC) activities span the entire life cycle of each chemical product, from development and manufacturing to transport, use, consumption and disposal, and are aimed at protecting the environment, ensuring process safety and disaster prevention, chemical safety, and maintaining occupational health and quality. To that end, the Company has established the Responsible Care Committee (chaired by the executive officer in charge) as a separate entity from the Corporate Sustainability Committee. The Responsible Care Committee deliberates on policies, strategies, plans and evaluates the performance of RC-related activities. In fiscal 2016, the Committee convened three meetings. Important policies, strategies and plans proposed by the Responsible Care Committee are approved by the Management Committee.

  • Risk & Compliance Committee
    The Risk & Compliance Committee (chaired by the director in charge) was established as a separate committee within the Corporate Sustainability Committee to draft separate policies, strategies, and plans relating to risk management and compliance with laws, regulations and rules. The Risk & Compliance Committee endeavors to promote early risk identification and prevent risk actualization by steadily implementing the relevant PDCA cycle. This includes identifying and analyzing key risks arising from the fiscal year targets at each MCI Group company and division, and enacting measures to address them, in accordance with the “Group Risk Management System”. Important policies, strategies, and plans decided by the Committee are approved by the Management Committee. The Committee was abolished in fiscal year of 2022.

Corporate Auditor System and the Status of Audits

As being independent from the Board of Directors, corporate auditors have conducted audits on such matters as the directors’ performance of duties, internal corporate control, business performance, and financial status through such means pursuant to law and ordinance as requesting reports on MCI’s businesses, exercising its authority in the election and dismissal of accounting auditors, and investigating the status of operations and assets. Precisely, the full-time corporate auditors attend not only the meetings of the Board of Directors but important meetings of MCI such as Management Committee, have regular meetings with the president and others to exchange opinions and officially receive and check the final-decision documents of executive directors and records of important meetings. Furthermore, the three outside corporate auditors periodically exchange opinions with the president and others, and auditor audits are attended by three outside corporate auditors, as necessary, who make statements based on their extensive experience and broad knowledge. Outside Corporate Auditor SHINBO Katsuyoshi has been widely experienced as an attorney for many years and has extensive knowledge and insights on compliance and risk management. 

Outside Corporate Auditor GOTOH Yasuko has been widely experienced as a manager and CFO of a listed company and has extensive knowledge and insights on finance and accounting. Outside Corporate Auditor ONO Junshi has been widely experienced as a certified public accountant for many years and has extensive knowledge and insights on finance and accounting. The Board of Corporate Auditors met on 17 occasions in fiscal year of 2022, with particular audit focus on the following matters:

 

- initiatives to achieve VISION 2030

- ESG key issues, initiatives, and stance

- status of risk management and the status of the development and operation of the Whistleblowing System

 

Furthermore, meetings of the Board of Corporate Auditors are, in principle, held once a month, and attendance and key matters for consideration for each corporate auditor in fiscal 2021 are as follows.

NameAttendanceKey matters for consideration
the full-time corporate auditorsKUBO Masaharu17/17In addition to matters related to the operational status stated above in the “Corporate Governance Framework,” matters such as the construction of internal control systems and their operational status, the status of directors’ performance of duties, and the assessment of and whether or not to re-elect accounting auditors are being considered.

NISHIO

Hiroshi

14/14
the outside corporate auditorsSHINBO Katsuyoshi16/17
TOKUDA Shozo17/17
FUJITSUKA Mikio17/17

MCI has established the Internal Control Division as an internal organization consisting of nineteen members. Based on the yearly audit plan discussed and formulated in advance at Management Committee, the division audits the accounts and business of the Mitsui Chemicals Group, including affiliated companies, and reports the results to the Management Committee.
Furthermore, corporate auditors also exchange opinions with accounting auditors and the Internal Control Division regarding annual audit plans and audit results, and coordinate with one another and conduct audits, whilst ensuring that their respective auditing activities remain independent.
When necessary, MCI’s corporate auditors conduct audits of affiliated companies based on the results of audits by the Internal Control Division and each company’s corporate auditors, and they also exchange information and otherwise coordinate with each company’s corporate auditors.

Evaluation of the Effectiveness of the Board of Directors

The Company’s Board of Directors strives to improve its meetings by analyzing and evaluating the effectiveness of the Board as a whole every year using such methods as self-evaluations performed by directors and corporate auditors, and discussions only among outside directors and outside corporate auditors.

Evaluation of the Effectiveness of the Board of Directors

Discussion items

 

Initiatives implemented since fiscal 2016 with the aim of strengthening management oversight functions by discussing medium- to long-term business strategies and large-scale M&As from an intermediate stage and providing advice to executive directors.

Measures taken in fiscal 2022

(1)Enhancement of the monitoring

MCI has enhanced opportunities for monitoring important matters such as execution of duties status report, PMI status of M&A projects, VISION 2030 progress, and non-financial KPIs.

(2)Enhancement of risk management

A new risk management system is being established that improves MCI’s risk management by comprehensively identifying and prioritizing key risks across the Group, commencing operations in fiscal year of 2023. In establishing this system, discussions were held at Company-wide Strategy Committee meetings and briefings in advance to share the system with members of the Board of Directors.

(3)Explanations to outside members of the board and outside corporate auditors in advance

On important matters, to ensure adequate discussion, arrangements such as briefings in advance on several occasions and deliberations after discussions were made. In addition, in order to realize more realistic, substantive discussions, activities such as site visits by Outside Members of the board were also conducted.

Evaluation results and future initiatives

The directors’ and corporate auditors’ self-evaluation scores of fiscal 2022 were on a par with those of the previous fiscal year on the whole. The company has also confirmed that progress for the improvement has been accelerated by having taken measures aligned with the objective of reinforcing the supervisory functions of the Board of Directors, and accordingly finds that the effectiveness of the Board of Directors is sufficiently ensured, as being carried on from the previous fiscal year.

Future challenges

(1)Realizing more effective management of the Board of Directors in response to the increase in and diversification of projects in line with progress on VISION 2030

(2)Monitoring the Board of Directors involvement in and operation of the newly established risk management system

(3)Enhancing communication between shareholders/investors and Outside Members of the board

The Company strives to review and implement necessary measures as appropriate to enhance the oversight functions of the Board of Directors in light of the results of the annual effectiveness evaluations.

Compensation for Directors and Corporate Auditors

The compensation policy for Members of the board has been revised as follows in fiscal year of 2023, applying to Executive Officers. And a new compensation policy has been established for Outside Members of the board, Corporate Auditors, and Outside Corporate Auditors. MCI has designed a specific compensation system on these policies.

- Members of the board, Executive Officers:  MCI Group aims “to be a corporate group that continues to grow through solving social challenges and creating diverse value with the power of chemistry”, and its policy on compensation for Members of the board and Executive Officers who drive the realization of this aim is as follows.

  1.  A competitive compensation system that can acquire and retain talented and diverse human resources that will contribute to the sustainable enhancement of the Group’s corporate value
  2.  A compensation system that can strongly motivate the promotion of various “transformation” aimed at increasing corporate value
  3.  A compensation system that encourages the bold challenging and achievement of short-term and medium- to long-term financial and non-financial goals (ESG goals) in order to promote “transformation” aimed at increasing corporate value
  4.  A compensation system that has an awareness of shareholder value and encourages management from the same perspective as shareholders
  5.  A compensation system and compensation determination process that is supported by all stakeholders, including shareholders, from the perspectives of transparency, objectivity, rationality, and soundness

Outside Members of the board: The policy on compensation for Outside Directors who play a role in the supervision of MCI’s management is as follows.

  1.  A compensation system and compensation level that can acquire and retain personnel who can contribute to improving the supervisory and governance functions of MCI’s management.
  2.  In particular, a compensation system and compensation level that can acquire and retain the following personnel.
     1 ) Personnel who will contribute to improving the transparency, objectivity, and appropriateness of MCI’s management’s nomination, evaluation, and compensation decisions.
     2 ) Personnel with expertise and experience in MCI’s current businesses and future new businesses, and who will lead MCI’s sustainable growth from a mid- to long-term perspective.
  3.  Based on the role of supervising business execution from an objective and independent standpoint, compensation will be fixed compensation only, and performance-linked compensation in the form of bonuses and restricted stock compensation will not be paid.

Corporate Auditors:The policy on compensation for Corporate Auditors and Outside Corporate Auditors who play a role in the auditing and supervision of MCI’s management is as follows.

  1.  A compensation system and compensation level that can acquire and retain personnel who can contribute to improving the functions of auditing and supervision of business execution.
  2.  In particular, a compensation system and compensation level that can acquire and retain the following personnel.
     1 ) Personnel with specialist expertise and experience in legal, financial, tax, and crisis/risk management
     2 ) Personnel who will contribute to improving the quality of MCI’s compliance and governance through the auditing and supervision of business execution.
  3.  Based on the role of auditing and supervising business execution from an objective and independent standpoint, compensation will be fixed compensation only, and performance-linked compensation in the form of bonuses and restricted stock compensation will not be paid.

Compensation Structure(Members of the board and Executive Officers)

To create a compensation structure that is easy to understand and strengthen governance, the existing fixed compensation is divided into three portions. The structure is composed of fixed compensation (representation portion + supervision portion + execution portion) + bonus + restricted stock compensation. The execution portion of the fixed compensation and bonus and restricted stock compensation are the remuneration for execution. For example, for a Representative Director, Member of the Board, and Senior Managing Executive Officer; a Member of the Board and Senior Managing Executive Officer; and a Senior Managing Executive Officer, the differences in the compensation items are the representation and supervision portions, while the execution portion of the fixed compensation, bonuses, and restricted stock compensation are the same amount.

Percentages of basic compensation and incentives for directors (excluding outside directors) in fiscal 2022

Fiscal 2020 Ratio of Directors' Basic Compensation to Incentives (excluding outside directors)

Fixed Compensation

This will be paid as a fixed monthly amount. The execution, supervision, and representation portions of the existing fixed compensation are separated to strengthen governance. The amount paid for the execution portion differs according to each position. The amounts paid for the supervision and representation portions are uniformly the same regardless of position, and are set based on MCI’s approach to representation and supervision, and data from an external research organization.

Bonuses

The overview of the Bonus System is as described in the following table. Compared to previous years, the Company implemented (1) "Revision of Formula (Calculation)." (2) "Introduction of Evaluation of Non-financial Indicators," and (3) "Introduction of Maximum and Minimum Profit Limits in relation to Bonus Payments."

Overview of the Bonus System
DefinitionShort-term incentive compensation to encourage the steady achievement of performance targets each fiscal year
FormulaCore operating income × coefficient × coefficient by position × ( evaluation coefficient for non-financial indicatorsevaluation coefficient for performance of the division in charge
Performance IndicatorCore operating income, which is a key indicator in the VISION 2030 and the result of business activities.
CoefficientIf core operating income exceeds the FY2025 target of ¥200 billion, the coefficient will be increased in order to more strongly motivate the Directors and executive officers to achieve the VISION 2030 target of ¥250 billion.
Evaluation Indicators

Evaluation of non-financial indicators

  • ・ The non-financial indicators linked to materiality are defined in VISION 2030 and aim to enhance corporate value from both financial and non-financial perspectives. To strongly encourage the achievement of non-financial indicators, the particularly important non-financial indicators are selected and their level of achievement is evaluated.
    Examples of indicators: number of serious accidents, sales revenue ratio of Blue Value® / Rose Value® products, engagement scores, etc.
  • ・ The evaluation period is one fiscal year (April to March of the following year) and the evaluation is on a five-point scale. The evaluation coefficient ranges from +20% to -20%.

Evaluation of the performance of the division in charge

  • ・ At the beginning of each fiscal year, performance targets are set for the division that each individual is responsible for, and the level of achievement is evaluated at the end of the fiscal year.
  • ・ The evaluation period is one fiscal year (April to March of the following year), the evaluation is on a five-point scale, and the evaluation coefficient ranges from 150% to 50%.
Upper and Lower Profit Limit

From the perspective of compensation governance, and taking into account the control of excessive compensation payments compared to benchmarks and the responsibility to pay dividends to shareholders, the upper and lower profit limits for bonus payments are as follows. (The upper profit limit is the amount of profit at which the bonus amount reaches its maximum, and the lower profit limit is the amount of profit at which the bonus accrues)

・ Upper profit limit: Core operating income of ¥300 billion (set based on the VISION 2030 target)

・ Lower profit limit: Core operating income of ¥36 billion (set based on DOE*)

* Ratio of distribution of equity attributable to owners of the parent company

Time of PaymentOnce a year after Ordinary General Meeting of Shareholders

Restricted Stock-Based Compensation

The restricted stock-based compensation shall be monetary compensation claims for the grant of restricted stock, the overview of which is as described in the following table. Compared to previous years, the Company implemented (1) "Revision of Formula (Calculation)." (2) "Introduction of ROE (Return on Equity Attributable to Owners of the Company) and TSR (Total Shareholder Return) as evaluation indicators," (3) "Introduction of Maximum and Minimum Profit Limits in relation to Restricted Stock-based Compensation Payments," and (4) "Revision of the Period of Restriction on Transfer of Shares."

Overview of the Restricted Stock-based Compensation System
Definition Medium- to long-term incentive compensation to encourage increased corporate and shareholder value
Formula (( Net income attributable to owners of the parent × coefficient )× ROE evaluation coefficient)× coefficient by position × TSR evaluation coefficient
Performance Indicator

Since the purpose of restricted stock-based compensation is to promote a shared awareness of profits with shareholders aimed at enhancing corporate and shareholder value, net income attributable to owners of the parent, which is a key indicator in the VISION 2030 and is linked to shareholder profits, is used as the indicator.

Coefficient If net income attributable to owners of the parent exceeds the FY2025 target of ¥110 billion, the coefficient will be increased in order to more strongly motivate the Directors and executive officers to achieve the VISION 2030 target of ¥140 billion.
Evaluation Indicators

ROE evaluation

・ This is introduced with the aim of efficiently improving return on capital.

・ The evaluation period is one fiscal year (from April to March of the following year), and the level of achievement of the budget for each fiscal year is evaluated. The evaluation is on a three-point scale, and the evaluation coefficient ranges from 110% to 90%.

【 Formula 】

ROE budget achievement rate = ROE actual value ROE budget value × 100

TSR evaluation

・ This is introduced with the aim of improving overall corporate and shareholder value, including stock price, in addition to business performance.

・ The evaluation period is one fiscal year (April to March of the following year), and the Company’s TSR is evaluated relative to the TSR of the “JPX-Nikkei Index 400 including dividends,” which is the target for comparison. The evaluation is on a seven-point scale, and the evaluation coefficient ranges from 130% to 70%.

【 Formula 】

The Company’s TSR = Average closing price of the stock for each
day of the end period
dividend per share
Average closing price of the stock for each
day of the end period
× 100

Upper and Lower Profit Limit

From the perspective of compensation governance, and taking into account the control of excessive compensation payments compared to benchmarks and the responsibility to pay dividends to shareholders, the upper and lower profit limits for restricted stockbased compensation are as follows. (The upper profit limit is the amount of profit at which the restricted stock-based compensation amount reaches its maximum, and the lower profit limit is the amount of profit at which the restricted stock-based compensation accrues)

・ Upper profit limit: Net income attributable to owners of the parent of ¥200 billion (set based on the VISION 2030 target)

・ Lower profit limit: Net income attributable to owners of the parent of ¥22 billion (set based on DOE*)

* Ratio of distribution of equity attributable to owners of the parent company

Period of Restriction on Transfer Until the time of retirement or resignation from the position of an officer or employee of the Company predetermined by the Board of Directors such as member of the Board, Corporate Auditor, Executive Officer, Chief Senior Director, Senior Director, Councillor, Advisor, Senior Advisor, or employee of the Company, or any other similar position (hereinafter “Position of Restriction on Transfer”),
Conditions of Payment From the perspective of compensation governance, restricted stock-based compensation shall not be paid if the net income attributable to owners of the parent is below the lower limit set based on the dividend on equity attributable to owners of the parent company (DOE).
Time of Payment Once a year

Total Compensation for Fiscal 2021

ClassificationTotal
Compensation
(Millions of yen)
Total Compensation by Type (Millions of yen)Number of
Persons
Applicable
Basic
Compensation
BonusesStock
Compensation
Members of the Board
(excluding outside directors)
5503061291156
 TANNOWA Tsutomu(131)(64)(36)(31)
 HASHIMOTO Osamu(151)(71)(45)(35)
Corporate auditors
(excluding outside auditors)
63633
Outside directors and outside corporate auditors79797
Total65340912911516

Notes:

1.

The figures in the table above include amounts paid to two members of the board and one corporate auditor who retired as of the close of the Annual General Meeting of Shareholders for the Company’s 25th Business Term held on June 24, 2022 covering the period from April 1, 2022 through to the date of retirement.

2.

Figures in parentheses are included in the figures in the line above.

Capability of the Board of Directors as a Whole and Views on Diversity

  1. The number of directors of Mitsui Chemicals will be 12 or less, as stipulated in the Articles of Incorporation, and the appropriate number within said limit will be decided when necessary with due consideration given to the authority delegated to each executive officer and the need to streamline decision making in response to business expansion. In principle, Mitsui Chemicals will select multiple individuals from outside the Company, including corporate managers, academics, and legal professionals, to serve as independent outside directors in order to benefit from opinions informed by their rich experience and insight when, for example, ­formulating management policies as well as to increase oversight effectiveness with regard to director operations.

  2. Mitsui Chemicals’ selection of executive directors will take into consideration the specific characteristics of each business and disregard such factors as gender, race, nationality to ensure that the body of executive directors possesses balanced business experience in such vital areas as business planning, operations, production and technology, research and development, accounting and finance, human resources and, general and legal affairs.

Outside Directors and Outside Corporate Auditors

Mitsui Chemicals believes that management’s accountability and transparency is best served by obtaining opinions from independent outside directors and corporate auditors at meetings of the Board of Directors. The Company also believes that appropriate decision making at meetings of the Board of Directors is made possible by obtaining advice from persons with specialized knowledge.
To ensure that these objectives are achieved, the content of materials presented at Board of Directors meetings is explained to outside directors and outside corporate auditors in advance. In addition, the Company provides newly elected outside directors and outside corporate auditors with opportunities to deepen their understanding of the Company’s business. These opportunities include explanations of the Company’s business activities and tours of business locations.
When selecting candidates for outside directors and outside corporate auditors, the Company considers each individual based on the selection criteria set out in the Company’s Corporate Governance Guidelines. Moreover, all the outside directors and outside corporate auditors of the Company not only satisfy the selection criteria but also meet the criteria for independence set by the financial instruments exchange and the Independence Standards for Independent Outside Directors and Independent Outside Corporate Auditors provided as an Appendix to the Company’s Corporate Governance Guidelines. All the outside directors and outside corporate auditors also put themselves in the position of a stakeholder, and provide beneficial and candid advice regarding improving the corporate value of the Mitsui Chemicals Group. As outside directors and outside corporate auditors have no risk of a conflict of interest with general shareholders, even from a practical standpoint, the Company regularly submits a notice to the Tokyo Stock Exchange to this effect stating that all its outside directors and outside corporate auditors are independent officers. Furthermore, there are no special interests between the Company and any of its outside directors and outside corporate auditors.

Major Activities of Outside  Members of the board and Attendance at Meetings of the Board of Directors and Board of Auditors(FY2022)

Major Activities of the Board of Directors and Board of AuditorsAttendance at Meetings of the Board of
Directors and Board of Auditors
Board of Directors
(Total Number of
Meetings Held: 16)
Board of Auditors
(Total Number of
Meetings Held: 17)
Outside Directors
YOSHIMARU YukikoShe primarily speaks about sound and efficient corporate management from the point of view of one concerned with the validity of business execution and globalization based on her experience as an executive at other companies, such as one who promotes diversity, and her extensive international experience.13/13
MABUCHI AkiraHe primarily speaks about sound and efficient corporate management from the point of view of one concerned with the validity of business execution while taking proactive measures to identify issues and risks based on his extensive experience as a corporate manager and his in-depth knowledge about the mobility field.13/13
MIMURA TakayoshiHe primarily speaks about sound and efficient corporate management from the point of view of one concerned with the validity of business execution while taking proactive measures to identify issues and risks based on his extensive experience as a corporate manager, his experience as chairman of the industry association, and his in-depth knowledge about the healthcare field.11/11 
Outside Corporate Auditors
SHINBO KatsuyoshiHe speaks about sound and efficient corporate management from the perspective of one concerned with ensuring that the execution of the Company’s business is appropriate based on his specialist knowledge and extensive experience not only as a lawyer but also as an outside officer of other companies.12/1316/17
TOKUDA ShozoHe has a wealth of experience serving as a certified public accountant as well as an auditor for other companies; hence, he speaks about sound and efficient corporate management from the perspective of one concerned with ensuring that the execution of the Company’s business is appropriate based on his extensive, all-round knowledge and experience in management.13/1317/17
FUJITSUKA MikioHe speaks about sound and efficient corporate management from the perspective of one concerned with ensuring that the execution of the Company’s business is appropriate and improving the management supervision function of the Company’s Board of Directors based on his wealth of experience serving as management and a CFO at listed companies as well as an outside officer of other companies.13/1317/17

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