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Corporate Staff |
Corporate Staff |
Integrity and compliance |
We will raise integrity awareness, including ensuring compliance among all officers and employees. |
Revitalize the organization and improve reputation through policies that address issues. |
- Rate of pledging to comply with Business Conduct Guidelines for Employees and Officers of Mitsui & Co.: 100%
- Create organizations that act with integrity on a global group basis so that the Mitsui & Co. global group can continue to be a truly trustworthy corporate group for society.
- Ensure early detection and response to compliance issues, and strengthen prevention measures.
- Establish and strengthen compliance structures and carry out compliance education and training to ensure that employees are more thoroughly aware of compliance.
- Facilitate communication and foster a "speak up" culture.
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- Rate of pledging to comply with Business Conduct Guidelines for Employees and Officers of Mitsui & Co.: 100%
- We have put together the Mitsui & Co. Group Conduct Guidelines—With Integrity to share our approach toward integrity and compliance on a global group basis, and are working to raise awareness through seminars and workshops.
- By having Human Resource Managers at each business unit work directly with the CCO as Compliance Administrators, we are able to advance integrity and compliance measures in each organization based on company-wide policies. In addition to raising awareness of compliance and integrity at workplaces, we are accelerating the establishment and improvement of effective structures at the practical level in line with actual circumstances at affiliated companies.
- We utilize Guidelines on the Establishment of Compliance Systems at Affiliated Companies, to strengthen compliance systems at affiliated companies on a global basis, and we carry out regular monitoring.
- To improve the credibility of the systems and promote their use, the CEO sent out a message encouraging employees to "Speak Up" when we have doubts or feel that something is wrong, and in FY March 2024, we initiated e-Learning programs based on real cases to prevent recurrence and improve trust in our whistleblowing system.
- The main initiatives carried out in FY March 2024 in order to raise awareness of compliance and integrity are as follows.
—We provided training for employees at all levels, from new entrants to managers, as well as for employees about to be transferred overseas or to group companies, or assigned outside the company.
—We held "With Integrity Month" under the theme of "Think about Integrity in the coming years" which is one element of Mitsui's Materiality. Activities included an integrity discussion between the CEO and Mitsui employees of Asia Pacific business unit, article distribution of integrity discussion between CCO, business unit COOs and business unit employees, video streaming to review corporate scandals and think about integrity in English. In addition, each business unit and overseas office voluntarily conducted integrity-related projects in their respective organizations.
—We continued providing a learning course based on a Compliance Handbook explaining the "Business Conduct Guidelines for Employees and Officers of Mitsui & Co." in order to promote the assimilation of basic compliance knowledge that officers and employees of Mitsui should acquire in the course of their daily business activities. We also provide a “Mitsui & Co. Group Compliance Handbook” and e-learning to the group companies that requested them.
—Response rate to compliance awareness surveys: 94%. We find out an indication of potential compliance issues at an early stage and, while measuring organizational openness, continue to strengthen efforts to prevent the occurrence of compliance problems in cooperation with each business unit. We are carrying out compliance awareness surveys and utilize them to improve compliance structures in each organization. The compliance awareness surveys are being used on a global group basis, customized according to the size and region of the organization.
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Corporate Staff |
Corporate Staff |
Corporate governance and internal controls |
We will raise the transparency and fairness of management, enhance corporate governance, and establish and improve internal controls. |
- Make sustainable improvements of corporate value through achievement of highly effective corporate governance and continuous review.
- Establish and ensure the appropriate operation of internal controls systems in order to achieve management targets based on our Corporate Mission Vision Values.
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- Conduct continuous review and further strengthen internal controls systems for optimization of our corporate governance in accordance with the Mitsui & Co., Ltd. Corporate Governance and Internal Control Principles through annual evaluation of the effectiveness of the Board of Directors in order to optimize our corporate governance.
- Maintain the diversity of the Board of Directors and its advisory committees, which includes external members.
- Respond to the findings of evaluations of the effectiveness of the Board of Directors.
- Responses from External Members in evaluation of the effectiveness of the Board of Directors.
- Maintain the structure of remuneration for directors that strongly encourage medium- to long-term improvement in corporate value and sustainable growth.
- Carry out highly transparent disclosure.
- Check internal controls systems through annual internal controls reviews.
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- We changed our governance and Executive Structures and made the Board of Directors more diverse. As of June 19, 2024, the Board contained six external directors (50% of the Board) and four women (33.3%). More than half of the members of advisory committees are external members and the Chairs of the nomination committee and remuneration committee are both independent external directors. The Nomination Committee worked to provide more opportunities for External Members to learn about candidates for Directors and Managing Officers and enhance the information and materials provided. The Committee discussed the selection of Director/Managing Officer candidates and appointment plan of Directors/Managing (Nomination Committee). The Remuneration Committee discussed re-evaluation of the remuneration system and level towards the contribution of medium-to long term corporate value under global competitive environment, etc. (Remuneration Committee).The Governance Committee discussed (i) corporate governance including ratio of External Directors, size of the Board of Directors, institutional design etc. and (ii) evaluation of effectiveness of the Board of Directors, etc.(Governance Committee).
- We enhanced disclosure of the director and Audit & Supervisory Board member skill matrix in notices of general meetings of shareholders and integrated reports and disclosure regarding director's remuneration in securities reports.
- In FY March 2024, free discussions among all members of Board of Directors and Audit & Supervisory Board were held (themes: "Mitsui's Corporate Governance".
- Our response to each issue identified in the FY March 2023 evaluation of the effectiveness of the Board of Directors is as follows.
(1) Continuing discussions concerning the number and diversity of directors, the percentages of internal and external directors, and institutional design, with the aim of further enhancing the quality of deliberations: Discussions about Mitsui & Co.'s executive structure and institutional design at the Governance Committee meetings, Executive Committee meetings, and free discussion sessions of Board of Directors in July, August, and October of 2023. While maintaining the current structure as a company with an Audit & Supervisory Board, transition to a 12-member Board of Directors with equal numbers of internal and external directors by reducing the number of internal directors after the Ordinary General Meeting of Shareholders in 2024.
(2) Consideration of actions to improve the quality and efficiency of deliberations by the Board of Directors: The following Secretariat recommendations are now being implemented progressively: 1) Reduction of the number of Board meetings and extension of the meeting duration, 2) free choice of meeting attendance methods, 3) measures to improve engagement among Executive Committee members, directors, and Audit & Supervisory Board members.
- In FY March 2024, it was concluded that the effectiveness of the Board of Directors, including its response to the issues outlined above, was appropriate.
- In FY March/2022, we introduced a performance-linked stock remuneration plan, linked to the achievement of management indicators that the Company should place emphasis on, such as ESG elements including response to climate change, and ROE. The Remuneration Committee, which is chaired by an independent external director, deliberated on the remuneration system from the perspective of improving corporate value over the medium to long term, with the aim of disclosing the management indicators that the Company places emphasis on in its management strategy in an easy-to-understand manner.
- In FY March 2024, in order to operate the necessary systems to ensure appropriate operations, the Company established and maintained each internal control system by holding physical meetings and carrying out visiting audits in combination with online meetings and/or video messages, etc.
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Corporate Staff |
Corporate Staff |
Risk management |
We will contribute to the advancement of sustainable business activities by identifying and managing the various risks surrounding the group's business. |
Establish and maintain a comprehensive risk management structure to integrate groupwide risk management. |
- Control of the impact on shareholders' equity, and the maintenance and periodic review of internal rules by each corporate staff division.
- Control of risk at each workplace at business units and overseas regional business units; strategy planning, policy formulation and regulatory compliance.
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We look laterally across the Company to identify material risks and implement appropriate risk control measures. The Chief Operating Officer of each business unit and overseas regional business unit is responsible for managing risks in their business domain within the authority delegated to them as part of the execution of their duties. Meanwhile, each of the Corporate Staff Divisions provides support to business units and overseas regional business units regarding the aspects of risk management that they are responsible for, while also monitoring the company-wide position and reporting to management. In addition, the major committees develop and maintain risk management structures on a company-wide basis and handle material risks as advisory bodies and subordinate organizations to the Executive Committee. Mitsui has established an integrated risk management system that manages company-wide risks centrally through the Executive Committee and its advisory body, the Portfolio Management Committee. The Corporate Staff Divisions, which act as the secretariat, manage risks from a company-wide perspective. In coordination with related divisions, they identify material risks and take appropriate measures, considering the frequency of occurrence, expected scale of damage, and level of risk tolerance. In FY March 2024, these efforts were discussed by the Portfolio Management Committee and then presented to the Executive Committee and the Board of Directors. |
