Message fromthe President & CEO

Sustainability Management

Environment

SocialGovernanceCorporate Governance
Basic Approach and Policies
Based on MITSUBISHI MOTORS’ Vision and Mission, we
consider compliance to be of topmost importanceand are making the ongoing reinforcement and improvement of governance a management priority,
in order to meet the expectations of shareholders,customers and all other stakeholders, and to achievesustainable growth and increase in corporate value
over the medium to long term.
In addition, we have put together its basic framework for and views on corporate governance in theform of “Corporate Government Guidelines” and publish these guidelines on our website.
PDF Corporate Governance Guidelines

System of Corporate Governance
We have adopted the form of a company with aNomination Committee, etc., as part of its efforts toenhance our corporate governance and clearly separate supervisory and execution function, and in orderto achieve swift execution of business in quick response to environmental changes and to ensure thesoundness and transparency of management throughfurther strengthening of supervision and implementation of more thorough risk management.

Board of Directors and Directors

Policy for the Nomination of Candidates for Directors
and Composition of Members of the Board
The Board makes decisions on important management issues and oversees the execution of business
by Executive Officers.
MITSUBISHI MOTORS CORPORATION Sustainability Report 2024

Disclosure Based on
the TCFD Recommendations

ESG Data

Targetl 8.7

In order for the Board to objectively and multi-dimensionally deliberate on management policies and executionof specific matters, and to appropriately supervise theexecution status of operation by Executive Officers, it
shall be important that the appropriate number of Directors, internal or outside, with diversity in terms of knowledge, experience, expertise and background, engage invigorous discussions from a variety of perspectives. To
this end, candidates for Directors shall be nominated.
In accordance with the above, the independence anddiversity of the Board shall be ensured as follows.
In order to strengthen the supervisory function of theBoard, the majority of Board members shall be Outside
Directors. Furthermore, in order to fulfill their duties froman independent and objective standpoint, at least onethird of the Directors shall be Independent Directors, andconsideration shall be given to their total term of office.
In addition, the majority of the Nomination, Compensation, and Audit Committees, respectively, shall be Outside
Directors, and in principle, the chairperson of each committee shall be an Outside Director.
Outside Directors shall be nominated based on their di-

We have formulated the following policy for nominating candidates for Directors and the compositionand size of the overall Board of Directors.
As of June 20, 2024, the Board comprised 13 Members (2 female Members). 11 of the 13 Directors are
Outside Directors with extensive experience and highlevels of insight, and 5 of the Outside Directors are
Independent Outside Directors.
We publish individual Directors’ knowledge, experience and expertise (skill matrix) in our composition ofmembers of the board (page 111) and on our website.
WEB https://www.mitsubishi-motors.com/en/sustainability/
governance/policy_skill.html

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99▶ NextTargetl 16.5verse knowledge, experience, and expertise, which cannot
be obtained from Internal Directors alone, for example,
specialists in law, accounting, finance, etc., persons withmanagement experience at global companies above a certain size, and persons with a wealth of knowledge of world
affairs or social and economic trends, etc. Importance shallbe placed on their eagerness to devote the necessary timeand efforts to understand the business of the Company
as a group, and discuss the direction the Company as agroup should take, and to express their opinions to the
management without hesitation. In addition, the diversityof backgrounds such as gender, age, and internationality
shall be also taken into account, as it shall be recognizedthat multiple perspectives contribute to business promotion and appropriate supervision and auditing.
As for Internal Directors, Executive Officer, President& CEO, and a person who can appropriately serve as amember of the Audit Committee based on his or her execution experience of operation at we shall be nominated.
Also, it shall be ensured that the Board is composed of
the number of people who can openly and constructively
discuss and exchange opinions.

Independence Standards and Qualification for
Outside Directors
We have established independence standards for
Outside Directors as follows, and we appoint as independent directors those persons who are not at risk of
having a conflict of interest with general shareholders.
<Independence standards and Qualification for
Outside Directors>
The Outside Directors of MITSUBISHI MOTORS shall not
be any of the following and shall be in a neutral position independent from our management.
1. An executive of a major shareholder* of the Company* a major shareholder: a shareholder who owns a 10% or greater
share of voting rights

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Message fromthe President & CEO

Sustainability Management

Environment

SocialGovernance

Disclosure Based on
the TCFD Recommendations

ESG Data

Targetl 8.7

2. An executive of a major business partner*1 of theCompany, or of a company for which the Company
is a major business partner, or the parent company
or subsidiary of such a company
3. An executive of a major lender*2 to the Company or
the parent company or subsidiary of such a company
4. A
 person affiliated with an auditing firm that conducts statutory audits of the Company
5. A consultant, an accounting professional such as acertified public accountant, or a legal professionalsuch as an attorney-at-law who receives a large
amount*3 of monetary consideration or other property other than compensation of Members of theBoard from the Company (in the event such property is received by a corporation, association or othergroup, then any person belonging to such group)
6. An executive of a company with which we sharea Director
7. An executive of an organization that is receiving alarge donation or grant*3 from the Company
8. A
 person to whom any of one through seven has
applied during the past three years
9. A
 person with a close relative (second degree ofkinship) to whom any of one through seven applies
10. A
 person whose total period in office as an Outside
Director exceeds eight years
11. Other persons for whom the possibility of a relationship with the Company appears strong undersubstantive and comprehensive consideration of
the situation*1 a major business partner: a major client of the Company withannual transactions valued at 2% or more of our consolidated
net sales in the most recent fiscal year, or a major supplier to us
with annual transactions valued at 2% or more of the supplier’s
consolidated net sales in the most recent fiscal year
*2 a major lender: a financial institution that provides the Company with loans amounting to 2% or more of the Company’s consolidated total assets at the end of the most recent fiscal year
*3 large amount: an amount of consideration received from theCompany that is 10 million yen or more
MITSUBISHI MOTORS CORPORATION Sustainability Report 2024

Targetl 16.5

Analysis and Evaluation of the Effectiveness of theBoard of Directors
To improve the effectiveness of corporate governance, MITSUBISHI MOTORS annually evaluates theeffectiveness of the Board by conducting a questionnaire-based survey of all its Directors. The results ofthis survey are reported to the Board.
In FY2023, we conducted a survey of all Directors
under the following scope for the purpose of enhancement of Board’s oversight capability.
<Aspects evaluated>
1. Structure and operations of the Board
2. Management and business strategy
3. Corporate ethics and risk management
4. Monitoring of the management team
5. Dialogue with shareholders
6. Committees•E xpand opportunities for discussion of management-related information, such as management andbusiness environment and the status of businessexecution in key divisions•F urther enhance opportunities for strategic discussions through the establishment of agendas such as
key regional strategies, capital strategies, and human resource strategies• Make the criteria for submission of proposals to theBoard more suitable in terms of enhancing discussions as a management board on medium- to longterm, broad-based management strategies

Below is a summary of the effectiveness of the Board
in FY2023, taking into account the comments received from each Director.
• The Company’s Board of Directors is generally judged
to be effective.
• The importance of deepening discussions on medium- to long-term and big-picture management
strategies was confirmed. The importance of further
improvement by promoting the following initiatives
was noted.
- Deeper sharing and understanding of management-related information as a basis for improving
the quality of discussion, supervision, and decision-making- Creating concrete opportunities for strategy discussions, including setting relevant agendas

The Board has the following three statutory committees, which supervise Directors and Executive
Officers together with the Board. Each committee
is composed of a majority of Outside Directors, andthe Chairpersons of each committee are Outside
Directors. Through this, a system is in place in which
corporate governance functions in a fair and transparent manner.

Based on the above summary and recognition ofissues, the Board is considering proceeding with thefollowing actions.
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100▶ NextThrough these efforts, we will further improve theeffectiveness of the Board and continue to strengthen corporate governance.

Committees

Nomination Committee
The Nomination Committee makes decisions on proposals for the appointment and dismissal of Membersof the Board to be proposed to the General Meetingof Shareholders, approves proposals for the appointment and dismissal of Executive Officers proposed by
the President to the Board, and discusses succession
planning for MITSUBISHI MOTORS’ President. The committee is composed of five Outside Directors, and an
Independent Outside Director (Ms. Main Kohda) serves
as the chairperson.
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Message fromthe President & CEO

Sustainability Management

Environment

SocialDisclosure Based on
the TCFD Recommendations

Governance

ESG Data

Targetl 8.7

In FY2023, the Nomination Committee met 11
times, determining agenda item for the election of
Directors to be proposed to the General Meeting of
Shareholders, and deliberated on approval of the
proposal for the election of Executive Officers to be
proposed by the President to the Board, and on succession planning for the President, and other matters.

When executing business, the Executive Officer, Executive Vice President is positioned as the responsible
person with authority and responsibility for businessexecution within the scope of duties, in addition to
the President who is the head of the executive department. In addition, delegation of decision-making
authority is systematized based on the Delegation

General Meeting of Shareholders
Proposals for Election/
Dismissal of Directors

Election/Dismissal

Election/
Dismissal

Nomination Committee
5 (including 5 Outside Directors)
Board of Directors
13 (including 11 Outside Directors)

Compensation Committee
5 (including 4 Outside Directors)

Supervision

Delegationof authority

Election/ Determination ofDismissal compensation

Product Discussion
Meeting

ReportInternal Control
Committee
Supervise and order

Corporate Officers and Employees

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101▶ NextAudit Coordination

Instruction

Executive Officer, President
and Executive Officers
Executive Committee

Coordination

Instruction/report(Specific case suchas misconduct)

Audit

Accounting Auditors

Audit Committee
5 (including 4 Outside Directors)

Audit Division

MITSUBISHI MOTORS CORPORATION Sustainability Report 2024

Outline of Decision-Making Process for
Business Execution and Various Committees

Corporate Governance and Business Execution Structures (June 20, 2024)

Execution function

Audit Committee
Among other activities, the Audit Committee audits
the execution of duties by Directors and Executive
Officers, supervises the status of the formulation andoperation of the internal control system and prepares audit reports. Additionally, the Audit Committee
conducts internal investigations on matters that theBoard or the Audit Committee deems inappropriate
for the executive side to conduct. The Audit Committee consists of four Outside Directors and one Internal
Director, and an Independent Outside Director (Mr.
Yoshihiko Nakamura) serves as the chairperson.
In FY2023, the Audit Committee met 15 times. The
status of Audit Committee audits outlined on page 102.

tive departments by a resolution of the Board.
As of June 20, 2024, there are 10 Executive Officers(including the President).

The Board makes decisions on matters that require aresolution of the Board pursuant to laws, regulations
or provisions of the Articles of Incorporation, mattersdelegated to the Board by a resolution at a General
Meeting of Shareholders, and certain material mattersrelated to business management. Executive Officers
are given the authorization to make decisions relating to the execution of business excluding any of theabove matters.
Executive Officers are responsible for making decisions on business execution delegated by the Board.
The President is appointed as the head of the execu-

Supervisory function

Compensation Committee
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. The committee
is composed of four Outside Directors and one Internal Director. An Outside Director (Mr. Shunichi Miyanaga) serves as the chairperson.
The Compensation Committee met 9 times in
FY2023. The Committee deliberated on the determination of the individual Compensation Plan for Directors and Executive Officers, review of the current
Compensation Plan for Directors, and other matters.

Executive Officers

Targetl 16.5

Coordination

Audit
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Message fromthe President & CEO

Sustainability Management

Environment

SocialGovernance

Disclosure Based on
the TCFD Recommendations

ESG Data

Targetl 8.7

of Authority Rules, in which items subject to delegation and their scope are defined, and decision-making procedures for major matters are formulated to
speed up business execution and improve the transparency of the decision-making process.
Important matters on management are decided
after deliberation at the Executive Committee, whichis composed of all Executive Officers and chaired by
the President.
Important matters relating to product development projects are decided after deliberation at theProduct Decision Meeting.
Additionally, matters related to internal control
are decided after deliberation at the Internal
Control Committee.
Each of these committees are chaired by the President and the relevant Executive Officers serveas members.

Conflicts of Interest

Transactions between MITSUBISHI MOTORS and Directors or Executive Officers that particularly competewith our business operations or conflict with ourinterests require prior resolution from, and afterthe-fact reporting to, the Board in accordance withthe rules of the Board (hereinafter referred to as the“Rules of the Board”). In addition, the Rules of theBoard stipulate that Directors with a special interestin a resolution of the Board shall not participate insuch resolution.
Furthermore, we conduct transactions with related parties, such as its Officers or major shareholders,
based on the validation of multiple related departments and approval of the person in charge, pursuant
to the Delegation of Authority Rules, after we havesufficiently considered the economic rationality toconfirm there is no harm to our interests, which is thesame process we go through with non-related parties.
MITSUBISHI MOTORS CORPORATION Sustainability Report 2024

Status of Audit Committee Audits andInternal Audits
Status of Audit Committee audits

Based on its audit policies and audit plans, the Audit
Committee of us, collects information by holding its
meeting once a month in principle, having meetings
with internal audit divisions, and interviewing Executive Officers and Corporate Officers, and performs
systematic audits. Such information includes thestatus of the development and maintenance of theinternal control systems (including internal controls
over financial reporting) at us and its major affiliateddomestic and overseas companies, the progress andimplementation status of compliance activities, thevalidation of risk assessment, and the risk management system.
In the Audit Committee during the fiscal year
under review, resolutions made concerning the audit
policies and audit plans; audit methods; the assignment of audit duties;, reports made the status of the
improvement and maintenance of the internal control
systems; the appropriateness of accounting auditors’audit plans, auditing methods, and results; communications in relation to Key Audit Matters (KAM); and thestatus of duties executed by the Full-time Member ofthe Audit Committee.
In addition to the meetings above, based on its
audit policies and audit plans, the Audit Committee held 6 meetings (approximately 90 minutes per
meeting) with the internal audit divisions during theyear, performed audits, and collected information on
the operating status of internal controls through thedivisions. The Audit Committee also interviewed Executive Officers and others 10 times during the year (approximately 90 minutes per interview) to confirm how
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102▶ NextTargetl 16.5our group’s major subsidiaries and affiliates in Japanand overseas as well as divisions address issues on
the development and operation of the internal control
system, compliance, risk management, etc.
In addition to the meetings above, full-time Members of the Audit Committee attended important
meetings including meetings of Executive Committee;
inspected important approval/decision documents;
interviewed Executive Officers and Corporate Officers;
visited and audited, or conducted hearings with our
major business locations and its major subsidiaries
and affiliates in Japan and overseas; provided training
for and had liaison meetings with auditors of subsidiaries and affiliates in Japan; and held the tripartite
audit meetings (Audit Committee, Accounting Auditors and internal audit divisions). The status of duties
executed by full-time Members of the Audit Committee is reported in the meeting of the Audit Committee.
The status of activities carried out by the Audit
Committee is reported to the Board twice a year. The
Audit Committee also exchanges opinions with Executive Officer, President to communicate its findings
every year.

Status of internal audits

We have established internal audit departments(the Internal Audit Department and the Quality Audit
Department) in the Internal Audit Division (an independent organization reporting directly to Executive
Officer, President & CEO) and these departments
systematically conduct internal audits based on theannual audit plan.
As of the end of March 2024, the Internal Audit
Division consists of 24 members with specialties,
including those with a variety of managerial experience, certified internal auditors, and qualified internal
auditors. The Internal Audit Department (consistBack to Contents ▶▶

Message fromthe President & CEO

Sustainability Management

Environment

SocialGovernance

Disclosure Based on
the TCFD Recommendations

ESG Data

Targetl 8.7

ing of 15 members) conducts audits to determine
whether operational management of the Group is
being conducted with transparency using appropriate
processes. The Quality Audit Dept. (7 members) audits
the appropriateness of product quality-related activities by MITSUBISHI MOTORS and its subsidiaries andaffiliates in Japan and overseas.
The results of the internal audit conducted by theInternal Audit Division are reported to Executive Officer, President & CEO and the Audit Committee.
Besides coordinating meetings with the Audit
Committee six times a year and holding regular meetings with full-time Audit Committee Members oncea month, the Internal Audit Division also exchanges
information at tripartite audit meetings with full-time
Audit Committee Members and Accounting Auditors.

Cooperation between the Audit Committee
and internal audit divisions
The Audit Committee Members regularly hold meetings with the Internal Audit Division to receive information regarding the auditing system, auditing plans, andinternal audit results within MITSUBISHI MOTORS and at
its affiliated domestic and overseas companies, and toprovide feedback to the Internal Audit Division on thestatus of the Audit Committee Members’ audits. Additionally, the Audit Committee summarizes audit activities it has conducted, including the details of reports
received from the Internal Audit Division, and reports
the results to the Board twice a year.

Executive Remuneration
Basic Views and Policy
Our Compensation Committee, which is chaired byan Outside Director, has established the following
policy regarding remuneration for Directors andExecutive Officers.
<Basic approach>
1. The compensation system shall contribute to ourgroup’s sustainable growth and medium- to longterm improvement of corporate value.
2. The compensation system shall be linked withcorporate results in order to motivate Executive
Officers to accomplish management strategies andmanagement plans as well as to achieve targeted
corporate results in an appropriate manner.
3. The compensation levels shall contribute to securing professionals who measure up to ideal standards for management personnel that MITSUBISHI
MOTORS expects for those responsible for corporate operation to have.
4. The compensation system shall increase a sharedawareness of profits with shareholders and awareness of shareholder-focused management.
5. The decision-making process relating to compensation shall be highly transparent and objective.

Targetl 16.5

Based on these policies, the Compensation Committee determines the method calculating remuneration and individual remuneration amounts of the
Directors and Executive Officers. Remuneration for
FY2023 is contained in the FY2023 Annual Securities
Report (pages 100-106).
FY2023 Annual Securities Report
PDF https://www.mitsubishi-motors.com/en/investors/library/
pdf/20240621yuka_e.pdf

From FY2022, based on the recognition that the response to sustainability is one of the crucial issues ofour group, we added ESG-related items as the index
to determine the Medium-and Long-term Performance-linked Compensation for Executive Officers.
l Environmental indicator:
We have introduced “CO2 emissions from businessactivities” as an indicator for measuring progress inaddressing climate change and other increasingly
environmental issues.
l Social indicator:
We have introduced “employee engagement” as anindicator of advancement of employee job satisfaction and increased initiative through securing diversity and work-life balance, and promoting humanresources development.

Items Relating to Takeover Defense
Not applicable.
MITSUBISHI MOTORS CORPORATION Sustainability Report 2024

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