|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.
- 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.
- 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 the fiscal year ended March 2023, we strengthened the whistleblower response based on the amendment of the Whistleblower Protection Act of Japan.
- The main initiatives carried out in FY Mar/2023 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 "Build an organization with integrity" which is one element of Mitsui's Materiality. Activities included an integrity discussion between the CEO and Mitsui employees, a discussion between the CCO and business unit COOs, and an interview and roundtable discussion with executives titled "Past Corporate Scandals and Integrity" for the entire company. 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.
— In our annual compliance awareness survey, we added questions aimed at understanding the status of compliance and identifying indications of potential compliance issues, and while measuring organizational openness and psychological safety, etc., we strengthened 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.
|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.
- 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.
- 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.
- We are making the Board of Directors more diverse. As of June 21, 2023, the Board contained six external directors (over a third of the Board) and four women (26.7%). More than half of the members of advisory committees are external members and these committees carry out dynamic discussions on topics such as enhancement of the transparency and effectiveness of the procedures for the appointment of executives including the CEO as well as the external directors (Nomination Committee), revisions to the remuneration of directors and monitoring of the operation of remuneration systems (Remuneration Committee), institutional design based on our business execution framework, and evaluation of the effectiveness of the Board of Directors (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 Mar/2023, free discussions among all members of Board of Directors and Audit & Supervisory Board were held twice (themes: "(1) Response to Climate Change, (2) Opinion Exchange on Improving Value in the Next Medium-term Management Plan" and "Economic security").
- Our response to each issue identified in the FY Mar/2022 evaluation of the effectiveness of the Board of Directors is as follows.
(1) Continuing consideration of high-level analysis of substantive effectiveness relating to the number of directors and the role and ratio of internal directors, based on the existing business executive structure and governance systems: The governance Committee discussed Mitsui & Co.'s business executive structure and the institutional design at meetings in May and October 2022, conducting hearing sessions regarding the external members' experience.
(2) Continue with initiatives to improve the operation of the Board of Directors: We took actions such as appropriate implementation and monitoring of the standards on matters to be resolved/reported at the Board of Directors, further use of written resolutions/reports and careful consideration of the necessity of submitting proposals and reporting that may have a material impact on the Company's management even if they do not meet the monetary criteria, with a view to improving the operation of the Board of Directors.
- In FY Mar/2023, 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 Mar/2023, 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.
|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.
|We identify company-wide material risks across our organizations and implement measures to control risks. The Chief Operating Officers of each business unit and regional business unit are responsible for managing risks in their business domain within the authorization delegated to them as part of the performance of their duties. Meanwhile, the corporate staff divisions provide support to business units and regional business units regarding the aspects of risk management that they are in charge of while also monitoring the company-wide position and reporting to management. In addition, advisory bodies to the Corporate Management Committee and the major committees under them, develop and maintain risk management structures on a company-wide basis and handle material risks. We have also established an integrated risk management system, centered on the Corporate Management Committee and its advisory body, the Portfolio Management Committee, that centrally manages company-wide risks. The Corporate staff divisions, which serve as the secretariat, manage risks from a company-wide perspective, and coordinate with related divisions to identify material risks in light of their frequency of occurrence, expected damage scale and company-wide risk tolerance, while taking appropriate measures. In the fiscal year ended March 2023, these efforts were reported to the Corporate Management Committee and the Board of Directors after discussions by the Portfolio Management Committee.