Corporate Governance Guidelines
Mitsubishi Motors Corporation
Preamble
The purpose of these Guidelines is to establish the Company’s basic framework for andviews on corporate governance, and to contribute to sustainable growth and improvementof the medium and long-term corporate value of the Company.
Chapter 1
Article 1
1.

General Provisions

Basic Views on Corporate Governance

The Company considers compliance to be its highest priority, and makes the continual
strengthening and improvement of corporate governance a management priority in order toachieve sustainable growth and improvement of the Company’s medium and long-term
corporate value so as to meet the expectations of all of its stakeholders, including its
shareholders and customers, based on the following corporate philosophy (Vision &Mission).
Vision:Create vibrant society by realizing the potential of mobility
Mission:
1. Provide new experiences for our customers with creative products and service
excellence.
2. Make positive contributions to the sustainable development of our society.
3. Act sincerely as a trusted company.
4. Enhance stakeholder value by leveraging the Alliance.

2.

In order to strengthen and improve corporate governance, the Company will work to makeexplicit the separation of the roles of and to enhance the functioning of supervisory andexecutive functions as a company with three committees, and it will also further enhance
the soundness, transparency, and objectivity of management.

Chapter 2
Article 2

Ensuring the Rights and Equality of Shareholders

General Meeting of Shareholders

The Company will strive to quickly provide information on the General Meeting of
Shareholders and develop the appropriate environment for the exercise of rights so it ispossible to ensure a sufficient period of time for shareholders to consider the proposals for
the General Meeting of Shareholders and appropriately exercise voting rights.
Article 3

Ensuring the Equality of Shareholders

The Company will treat all shareholders equally in proportion to their equity interest andwill appropriately disclose information in a timely fashion so that information gaps
between shareholders do not occur.
Article 4
1.

Basic Policy on Cross-Shareholdings

The Company conducts cross-shareholdings only in cases where, in the course of theCompany’s business operations, it has judged the holding of such shares to be necessary for
maintaining and strengthening medium and long-term business partnerships andindispensable for sustainable growth and improvement of the medium and long-term
corporate value of the Company.

2.

The Board regularly examines the appropriateness and rationality of the purpose of holding
the cross-shareholdings.

3.

When exercising voting rights related to cross-shareholdings, the Company appropriately
exercises those rights with the object of contributing to increasing the Company’s corporate
value in the medium and long-term, while respecting the management policies andstrategies of the investee company.
Chapter 3

Article 5

Relationship with Stakeholders

Code of Conduct

The Company will establish the “Mitsubishi Motors Global Code of Conduct” as the code
to be complied with by all officers and employees of the Mitsubishi Motors Group in orderto respect the position of stakeholders and fulfill its social responsibility as a company.
Article 6
1.

Sustainability Initiatives

Through its business operations, the Company will strive to improve its corporate value
and contribute to the realization of a sustainable society by addressing materiality issues

identified in consideration of the level of interest of stakeholders and their impact on the
Company.
2.

The Company positions the Sustainability Committee, chaired by the President and CEO,as a forum for reporting and discussing major issues, with the aim of promoting companywide sustainability initiatives. The Sustainability Committee will discuss medium andlong-term action policies, action plans, and targets related to materiality, and confirm
progress and performance. Important matters, including the review of materiality, will be
discussed in the Sustainability Committee and finally decided by the Board of Directors.

3.

The Company will disclose sustainability-related information and seek the understandingof stakeholders.

Article 7
1.

Appropriate Collaboration with Stakeholders

In order to improve long-term corporate value, the Company will strive to build appropriate
cooperative relationships not only with the Company’s shareholders, but also with theCompany’s employees, customers, suppliers, creditors, local communities, and various
other stakeholders.

2.

The Company will establish whistleblowing contact points and consultation offices that canbe used by employees and suppliers of the Company and its major affiliates in Japan andoverseas, and develop an appropriate system to prevent any disadvantage due towhistleblowing. It will also supervise their operation, and thoroughly prevent and promptly
detect fraud or other improper conduct and demonstrate self-correction.

Article 8
1.

Transactions with Related Parties

The Company conducts transactions with related parties such as its officers or major
shareholders based on consideration by multiple related departments and approval of theappropriate person in charge, who is stipulated in the provisions on delegation of authority,
after the Company has sufficiently considered the economic rationality to confirm there isno harm to the common interests of the Company and its shareholders.

2.

The Company will provide prior approval and subsequent reporting at the Board of
Directors for any conflict-of-interest transactions.
Chapter 4

Article 91.

Securing Appropriate Information Disclosure and Transparency

Disclosure of Risk Management, etc.

The Board of Directors will appropriately disclose in a timely fashion its basic policies on
the establishment of the internal control system, risk management of the Company and theCompany’s affiliates, and legal compliance based on the Companies Act and otherapplicable laws and regulations.
2.

The Company will disclose financial and operational matters by making transparency,
timeliness, fairness, and continuity fundamental principles in accordance with theCompanies Act, the Financial Instruments and Exchange Act and other applicable laws andregulations and in accordance with applicable rules of financial instruments exchanges.
Chapter 5
Section 1

Article 10
1.

Responsibilities of the Board of Directors

Responsibilities of the Board of Directors as a Supervisory Body

Role of the Board of Directors

The Board of Directors is responsible for realizing efficient and effective corporate
governance, and for the continuing sustainable growth and improvement of the medium
and long-term corporate value of the Company on behalf of all of its stakeholders,
including its shareholders and customers.

2.

The Board of Directors will secure the fairness and transparency of management byexerting a supervisory function over management as a whole.

3.

The Board of Directors decides the items that require a resolution of the Board pursuant tolaws, regulations or provisions of the Articles of Incorporation, the items delegated to theBoard of Directors by a resolution at a General Meeting of Shareholders, and certain
material items related to business management, and it will delegate decision-making
authority for the execution of other business to Executive Officers. The details of items that
require a resolution of the Board of Directors and items that require a report to the Board of
Directors will be established in the Rules of the Board of Directors.

Article 111.

Responsibilities of Directors

Directors will collect sufficient information to execute their duties, and they must actively
express their opinions in deliberations.

2.

Directors will display the capacities anticipated from them, expend sufficient time on
behalf of the Company, and execute their duties as Directors.

3.

Upon assuming their offices, Directors must understand relevant laws and regulations, theArticles of Incorporation of the Company and the Rules of the Board of Directors, and theymust sufficiently understand their duties.

Article 12

Roles and Responsibilities of Independent Directors

Independent Directors will endeavor to fulfill the following roles.
(i) Provision of advice on business policies and business improvement based on theirknowledge and experience with the aim to promote sustainable corporate growth andincrease corporate value over the mid-to long-term;(ii) Supervision of management through important decision-making at the Board of
Directors including the appointment and dismissal of the senior management;(iii) Supervision of conflicts of interest between the company and the management orcontrolling shareholders; and(iv) Appropriately representing the views of minority shareholders and other stakeholders
at the Board of Directors from a standpoint independent of the management andcontrolling shareholders.
Article 13
1.

Chair of the Board of Directors

A Director who is appropriate for the Board of Directors to effectively perform the functionof supervising management will serve as the chair of the Board of Directors.

2.

The chair of the Board of Directors will endeavor to secure sufficient provision of timely
and appropriate information to Directors and time for deliberations so that the Board of
Directors is able to increase the quality of its debate and operate effectively and efficiently.

Article 14

Internal Control

The Board of Directors will, in accordance with the Companies Act, the Financial
Instruments and Exchange Act, and other applicable laws and regulations, adopt a
resolution on the basic policy for establishment of the internal control system in order toestablish a system to ensure proper business operations, and will supervise the operation of
the internal control system through the Audit Committee and other relevant committees.
Section 2
Article 15
1.

Effectiveness of the Board of Directors

Composition of the Board of Directors

In order for the Board to objectively and multi-dimensionally deliberate on management
policies and the execution of specific matters, and to appropriately supervise the execution
status of operation by Executive Officers, it will be important that the appropriate number
of Directors, internal or outside, with diversity in terms of knowledge, experience,expertise and background, engage in vigorous discussions from a variety of perspectives.
To this end, candidates for Directors will be nominated.

2.

In order to strengthen the supervisory function of the Board of Directors, the majority of
directors will be Outside Directors. Furthermore, in order to fulfill their responsibilities
from an independent and objective standpoint, at least one-third of the Directors will be
Independent Outside Directors, and consideration will be given to their total term of office.

3.

Outside Directors will be nominated based on their diverse knowledge, experience, andexpertise, which cannot be obtained from Internal Directors alone, for example, specialists
in law, accounting, finance, etc., persons with management experience at global companies
above a certain size, and persons with a wealth of knowledge of world affairs or social andeconomic trends, etc. Importance will be placed on their eagerness to devote the necessary
time and efforts to understand the business of the Company as a group, discuss the
direction the Company as a group should take, and to express their opinions to the
management without hesitation. In addition, diversity of backgrounds such as gender, age,
and internationality will be taken into account, as it is recognized that multiple perspectives
contribute to business promotion and appropriate supervision and auditing.

4.

As for Internal Directors, the Executive Officers, President & CEO, and a person who canappropriately serve as a member of the Audit Committee based on his or her execution
experience of operation at the Company will be nominated.

5.

The Board of Directors will be ensured that the Board is composed of t number of people
who can openly and constructively discuss and exchange opinions.

6.

The Company has established, as attached, and will appropriately disclose in a timely
fashion, criteria for the independence of Outside Directors (“Independence Criteria”).

Article 16

Director Nomination Procedures

Director candidates will be decided after deliberation by the Nomination Committee basedon Nomination Policy established by the Nomination Committee and the Independence
Criteria stipulated in Article 15.6.
Article 171.

Composition, Duties, etc. of each Committee

The Nomination Committee, Compensation Committee, and Audit Committee will becomposed of at least three members of Directors appointed by the Board of Directors, andthe majority of committee members will in principle be Outside Directors.

2.

The Nomination Committee makes decisions for agenda proposals for the appointment or
dismissal of Directors. It also deliberates Executive Officer and Corporate Officer
appointment and dismissal criteria, proposals for the appointment and dismissal of the
Executive Officer, president, Executive Officer, president succession plans, and other related
issues.

3.

The Compensation Committee deliberates and determines the policy regarding
determination of remuneration of Directors and Executive Officers, as well as the details of
individual remuneration.

4.

By establishing the following systems to ensure the effectiveness of audits, the Audit
Committee supervise the execution of the duties of Directors and Executive Officers andprepare audit reports, and will also implement internal investigations based on the
judgment of the Board of Directors.
(i) The Audit Committee Office will be established as an organization directly under thecontrol of the Audit Committee, and assign the full-time personnel necessary to assist
the Audit Committee.
(ii) Mutually exchange information with the accounting auditor and the internal audit
division, and promote collaboration among the three parties. In addition, the Audit
Committee will regularly report to the Board of Directors the results of audit activities,
including those from the internal audit division.

Article 18

Succession Plans

The Nomination Committee will sufficiently deliberate on Executive Officer, president
succession plans so that the Company’s management philosophy and specific management
strategies are realized.
Article 191.

Compensation, etc. for Directors, etc.

The Compensation Committee deliberates and determines the policy regarding
determination of Director and Executive Officer compensation, etc., as well as the details
of individual compensation, etc.

2.

The basic policy regarding remuneration, etc. will be established as follows and disclosed
in a timely and appropriate manner.
＜Basic Policy>① The compensation system will contribute to MMC group’s sustainable growth and the
medium to long-term improvement of corporate value.
② The compensation system will be linked with corporate results in order to motivate
Executive Officers to accomplish management strategies and management plans aswell as to achieve targeted corporate results in an appropriate manner.
③ The compensation levels will contribute to securing professionals who measure up to
ideal standards for management personnel that MMC expects for those responsible forcorporate operation to have.
④ The compensation system will increase a shared awareness of profits withshareholders and awareness of shareholder-focused management.
⑤ The decision-making process relating to compensation will be highly transparent andobjective.

Article 20
1.

Director and Top Management Training

The Company carries out training for Internal Directors, Executive Officers and Corporate
Officers, such as utilizing outside experts and external seminars and providing
opportunities to explain topics such as financial matters and corporate governance, toensure that they appropriately perform their roles and duties as Directors and top
management.

2.

The Company will develop the environment for Outside Directors to acquire theknowledge required to execute their duties as Directors of the Company, such as
periodically providing them with the opportunity to inspect business locations in Japan andoverseas and opportunities for dialogue to deepen their understanding of the Company’sbusiness.

Article 21

Creation of the Agenda of the Board of Directors

The chair of the Board of Directors will appropriately set the agenda of the meeting of theBoard of Directors and send Directors the notice convening the meeting of the Board of
Directors no later than three days before the meeting date as a general rule so that theBoard of Directors is able to hold thorough deliberations. In addition, when holding ameeting of the Board of Directors, materials will be sent in advance and explanations andthe like will be given in advance as necessary.
Article 221.

Access to Internal Information by Outside Directors

When Outside Directors consider it to be necessary or appropriate, they may request
explanations or reports from Internal Directors, Executive Officers, or employees, orrequest the submission of internal materials.

2.

The Company will establish a secretariat for each committee so that the Nomination
Committee, the Compensation Committee and the Audit Committee, and the members ofeach committee are able to appropriately perform their duties.

Article 23

Information Sharing by Independent Directors

In order to actively contribute to discussions at the Board of Directors, Independent
Directors should endeavor to gather information and share information, for example bycreating a meeting for discussions among Independent Directors as necessary.
Article 24

Self-Evaluation

In order to continuously work to improve the effectiveness of corporate governance, theBoard of Directors will analyze and evaluate the effectiveness of the Directors and theBoard of Directors by means of a questionnaire survey or the like, and disclose a summaryof the results.
Chapter 6
Article 25
1.

Dialogue with Shareholders

Dialogue with Shareholders

The Company will designate an officer in charge of dialogue with shareholders, and while
coordinating as necessary with other departments such as the public relations, finance,accounting and legal departments, it will develop a system to conduct constructive dialogue
with shareholders and investors from the perspective of sustainable growth and medium tolong-term improvement of corporate value.

2.

The Company actively carries out initiatives to promote dialogue with shareholders andinvestors, such as individual dialogues by each responsible department of the Company,
top management periodically visiting domestic and international investors, and conducting
timely and appropriate disclosure of company information through its website for investors.

3.

The Company will regularly report to top management the views and concerns expressedby shareholders and investors.
Chapter 7

Article 26

Miscellaneous Provisions

Revision or Abolition

These Guidelines will be revised or abolished by a resolution of the Board of Directors;
provided, however, that in cases that do not involve substantial changes to the content ofprovisions, revisions may be made at the determination of the Chairman of the Board or, if
the position of the Chairman of the Board is vacant or the Chairman of the Board isprevented from so acting, the chair of the Board of Directors. At those times, the Chairmanof the Board or the chair of the Board of Directors will report the details of that revision to
the Board of Directors without delay.
END
Supplementary Provisions
1.

This Guidelines will take effect from May 23, 2022.

(Record of establishment and amendments)
Established on October 1, 2019
Amended on November 15, 2019
Amended on May 23, 2022

（Attachment）

Independence Standards and Qualification for Outside Directors
The Outside Directors of MMC shall not be any of the following and shall be in a neutral
position independent from MMC’s management.
1.

An executive of a major shareholder*1 of MMC

2.

An executive of a major business partner*2 of MMC, or of a company for which
MMC is a major business partner, or the parent company or subsidiary of such a
company3.

An executive of a major lender*3 to MMC or the parent company or subsidiary ofsuch a company

4.

A person affiliated with an auditing firm that conducts statutory audits of MMC

5.

A consultant, an accounting professional such as a certified public accountant, or alegal professional such as an attorney-at-law who receives a large amount*4 ofmonetary consideration or other property other than compensation of Members of theBoard from MMC (in the event such property is received by a corporation, associationor other group, then any person belonging to such group)6.

An executive of a company with which MMC shares a Director

7.

An executive of an organization that is receiving a large*4 donation or grant fromMMC

8.

A person to whom any of 1 through 7 has applied during the past 3 years

9.

A person with a close relative (second degree of kinship) to whom any of 1 through 7
applies

10. A person whose total period in office as an Outside Director exceeds 8 years
11. Other persons for whom the possibility of a relationship with MMC appears strong
under substantive and comprehensive consideration of the situation*1 a major shareholder: a shareholder who owns a 10% or greater share of voting rights*2 a major business partner: a major client of MMC with annual transactions valued at
2% or more of MMC’s consolidated net sales in the most recent fiscal year, or a major
supplier to MMC with annual transactions valued at 2% or more of the supplier’s
consolidated net sales in the most recent fiscal year
*3 a major lender: a financial institution that provides MMC with loans amounting to 2 %or more of MMC’s consolidated total assets at the end of the most recent fiscal year
*4 large (amount): an amount of consideration received from MMC that is 10 million yen
or more