Corporate Governance Report
Last Update: June 28, 2024

Mitsubishi HC Capital Inc.
President & CEO Taiju Hisai
Securities Code: 8593
https://www.mitsubishi-hc-capital.com/english/

The corporate governance of Mitsubishi HC Capital Inc. (“MHC”) is described below.
(For MHC’s disclosure based on the principles of the Corporate Governance Code, please refer to [Efforts on the Principles of the
Corporate Governance Code.] (page 25)

I Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
1. Basic Views
While emphasizing initiatives to achieve sustainable corporate growth and a medium-to long-term improvement incorporate value, MHC aspires to contribute to a more prosperous society by respecting the rights and interests of all of its
stakeholders—shareholders, customers, local communities, and employees—and fulfilling their trust in the Company.
With the recognition that it is one of its social responsibilities to ensure transparent and sound management, MHC
continues to work on initiatives to enhance corporate governance by boosting the activity of the Board of Directors,
reinforcing the Audit & Supervisory Committee and the internal audit system, ensuring timely and appropriate disclosuresof information, and actively engaging in investor relations (IR) and other activities.
[Basic Policies]<Fostering Sound Corporate Culture>
In accordance with Our Vision, which guides all of MHC’s activities, and the Mitsubishi HC Capital Group Code of Ethics
and Code of Conduct, which serves as the standard for the decisions and behaviors of all employees, MHC strives tounderstand the diversity of its various stakeholders including shareholders, customers, local communities, andemployees and foster a corporate culture that respects their rights and perspectives and sound corporate ethics.
<Ensuring Appropriate Information Disclosure and Transparency>
MHC conducts proactive and continuous information disclosure in order to be trusted and properly evaluated by each ofits stakeholders. It also establishes and appropriately operates internal systems to facilitate the swift and impartial
disclosure of accurate information regarding its management policies, business strategies, business activities, financial
condition, etc. In addition to the items it is required to disclose pursuant to laws and regulations, it actively and voluntarily
discloses non-financial information deemed useful to its stakeholders.
<Ensuring the Rights and Equal Treatment of Shareholders>
MHC takes appropriate steps to ensure that the rights of shareholders are secured and can be exercised effectively andall shareholders including minority shareholders and foreign shareholders are treated equally.
<Constructive Dialogue with Shareholders>Through events such as General Meeting of Shareholders, financial results briefings, and other domestic and overseas
investor relations (IR) events, MHC pursues proactive and constructive dialogue with diverse shareholders. It thereby
seeks to gain understanding from shareholders regarding matters such as its business strategies and further enhance
corporate governance through dialogue.
<Ensuring Effectiveness of the Board of Directors>
All members of the Board of Directors, including Outside Directors, call upon their experience and insight as they engage
in free and open discussions, supporting appropriate risk-taking. In this manner, they adequately fulfill their duties and1 / 59

responsibilities to achieve the sustainable growth of MHC, medium-to long-term improvement of its corporate value, andenhancement of its capital efficiency.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]MHC regards the appropriate development and operation of the corporate governance framework as one of the mostimportant challenges of its management, and has fulfilled all the principles of the Corporate Governance Code. For pages
and links to information on the principles stipulated in the Corporate Governance Code, please refer to the [List ofDisclosures Based on Corporate Governance Code.] (page 56)[Disclosure Based on the Principles of the Corporate Governance Code]For disclosure based on the principles of the Corporate Governance Code,, please refer to [Efforts on the Principles of the
Corporate Governance Code.] (Page 25)
Please refer to [Initiatives for Achieving Management with Awareness of Capital Cost and Share Price] (page 28) in I-3,
“Value Creation Process, Medium-term Management Plan” (Principle 3.1 (i)),” in I. “Basic Management Policy, Management
Plan,” and [Status of Dialogues with Shareholders, etc.] (page 52) in V-1, “Policies for the Establishment of Systems andEfforts for Promoting Constructive Dialogue with Stakeholders (Principle 5.1).” in V. “Relationships with Stakeholders.”

2. Capital Structure
Percentage of Foreign Shareholders

From 10% to less than 20%[Status of Major Shareholders]Number of Shares
Owned (Shares)

Name / Company Name

Percentage (%)

Mitsubishi Corporation

264,044,396

18.37

Mitsubishi UFJ Financial Group, Inc.

208,345,981

14.49

The Master Trust Bank of Japan, Ltd. (Trust account)

125,617,500

8.74

Custody Bank of Japan, Ltd. (Trust account)

65,927,600

4.58

MUFG Bank, Ltd.

50,348,620

3.50

Mitsubishi UFJ Trust and Banking Corporation

28,431,000

1.97

Meiji Yasuda Life Insurance Company

27,990,390

1.94

STATE STREET BANK WEST CLIENT-TREATY 505234

16,345,263

1.13

JP MORGAN CHASE BANK 385632

12,019,701

0.83

Tokio Marine & Nichido Fire Insurance Co., Ltd.

11,419,725

0.79*Treasury shares are excluded.
Controlling Shareholder (Except for Parent Company)-

Parent Company-

Supplementary Explanation

3. Corporate Attributes
Listed Stock Markets and Market Sections

Tokyo Stock Exchange/Prime,

2 / 59Fiscal-Year End

MarchType of Business

Other Financing Business

Number of Employees (Consolidated) as of the end of
the Previous Fiscal Year

1,000 or more

Sales (Consolidated) as of the end of thePrevious Fiscal Year¥1 trillion or more

Number of Consolidated Subsidiaries as of the end of
the Previous Fiscal Year

From 100 to less than 300

4. Policy on Measures to Protect Minority Shareholders when Conducting Transactions with Controlling
Shareholder-

5. Other Special Circumstances which may have Material Impact on Corporate Governance
There are no special circumstances which have any material impact on the corporate governance of MHC.
Please refer to the below for information regarding the protection of minority stakeholders and Group management.
MHC is an affiliate company to Mitsubishi UFJ Financial Group, Inc. and Mitsubishi Corporation (below, “the twocompanies”). The two companies are listed on the Prime Market of the Tokyo Stock Exchange. MHC’s policy for maintaining
its relationship with and independence from the two companies is as follows.
–

MHC and Mitsubishi UFJ Financial Group, Inc., and MHC and Mitsubishi Corporation, regard each other as important
strategic partners, and are aiming to increase their corporate value through diverse cooperation.

–

MHC makes independent management decisions and executes its business based on its responsibilities as a publicly
traded company, and ensures independence in its management.

As of June 25, 2024, one Outside Director of MHC is concurrently serving as Executive Vice President of Mitsubishi
Corporation. We expect to utilize this Director’s management experience and extensive knowledge of overall Japaneseand international businesses for the Company’s management and effectively utilize advice from them, who has served asa chief of business areas of collaboration between Mitsubishi Corporation and the Company. We deem that this will leadto the improvement of the Company’s corporate value and contribute to the enhancement of the interests of allshareholders, including minority shareholders.
However, if any item of business posing a conflict of interest between Mitsubishi Corporation and the Company is submitted
to the Company’s Board of Directors, this Director will participate in neither the resolutions nor the deliberations. In thisway, the Company ensures the fairness of its Board of Directors.
Of the Company’s 12 Directors, five are Independent Outside Directors.

3 / 59

II Business Management Organization and Other Corporate Governance Systems regarding Decisionmaking, Execution of Business, and Oversight in Management
1. Matters Concerning Organizational Composition and Operation
Organization Form

Company with Audit & Supervisory Committee[Directors]
Maximum Number of Directors stipulated in Articles ofIncorporation

22 persons

Term of Office stipulated in Articles of Incorporation

1 yearChairperson of the Board

Chairman (not concurrently serving as the President& CEO)

Number of Directors

12 persons

Appointment of Outside Directors

Appointed

Number of Outside Directors

6 persons

Number of Outside Directors who are designated as
Independent Directors

5 personsOutside Directors’ relationships with MHC are as follows.
Outside Directors’ Relationships with MHC (1)NameAttribute

Yuri Sasaki

ScholarKayoko Kawamura

From another company

Shota Kondo

From another company

Hiroyasu Nakata

ScholarHiroko Kaneko

Certified public accountant

Masayuki Saito

From another company

Relationship with MHC (*)
a

b

c

d

e

f

g

h

i

j

k

△
〇

〇

△

*

Categories for “Relationship with MHC”*“○” when the Director presently falls within or has recently fallen into the category“△” when the Director fell within the category in the past*“●” when a close relative of the Director currently falls within or has recently fallen into the category“▲” when a close relative of the Director fell into the category in the pasta. Executive of MHC or its subsidiaries
b. Non-executive director or executive of a parent company of MHC
c. Executive of a fellow subsidiary company of MHC
d. A party whose major client or supplier is MHC or an executive thereof
e. Major client or supplier of MHC or an executive thereoff.

Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property
from MHC in addition to remuneration as a Director/Audit & Supervisory Committee Member

g. Major shareholder of MHC (or an executive of the major shareholder if the relevant shareholder is a legal entity)
h. Executive of a client or supplier of MHC (which does not correspond to any of d, e, or f) (the Director himself/herself
only)

4 / 59i.

Executive of a company, between which and MHC’s Outside Directors/Audit & Supervisory Committee Members aremutually appointed (the Director himself/herself only)j.

Executive of a company or organization that receives a donation from MHC (the Director himself/herself only)

k. OtherOutside Directors’ Relationship with MHC (2)* ”Reasons for Appointment” were included in the agenda for the appointment of each Outside Director.

Name

Audit &
Supplementary
Supervisory Independent
Explanation of theCommittee
Director
Relationship
MemberReasons for Appointment

Because Ms. Sasaki has been contributing to theappropriate decision-making and supervision of
overall management by the Board of Directors as an
Outside Director by utilizing her academic
knowledge as a university professor and excellent
knowledge and wealth of experience as aninternational finance researcher, MHC has
reappointed her as a candidate for Director.

Yuri Sasaki〇

MHC expects her to contribute to appropriate
decision-making and supervision of overallmanagement by the Board of Directors as an
Outside Director based on her objective
perspective, independent from MHC’s management
team engaged in the execution of business, andalso to contribute to the enhancement of thesoundness, transparency, and fairness ofmanagement as a member of the GovernanceCommittee, Nomination Committee, andCompensation Committee, based on her knowledge
and experience described above.

-(Reasons for designation as an Independent
Director)
MHC has determined that Ms. Sasaki fulfills theindependence standards, and has no risk of
conflicts of interest with general shareholders, after
comprehensively taking into consideration her
current status, past career, and other factors. MHC
has therefore newly designated her as an
Independent Director.
Previously, Ms.
Kawamura was a
Director at IBM
Japan, Ltd.

KayokoKawamura〇

There is atransactional
relationshipbetween IBM Japanand MHC; however,
the amount is lessthan 1% of theconsolidated net
sales of IBM Japanand MHC for fiscal
year 2023.
5 / 59Ms. Kayoko Kawamura has a wealth of experienceand knowledge in DX, having previously served as asystems engineer and head of application
development for financial institutions among otherpositions at IBM Japan, Ltd., and is currently
primarily responsible for supporting digitaltransformation (DX) for client companies. In
addition, since she has experience in the
management of corporate organizations as a parttime officer, we have determined that she cancontribute to appropriate decision-making andsupervision of overall management by the Board of
Directors as an independent Outside Director andare therefore appointing her as a new candidate for
Director.

We expect her to use her knowledge to advise us
on the promotion of DX, one of our importantmeasures, to contribute to appropriate decisionmaking and supervision of overall management by
the Board of Directors as an independent Outside
Director from an objective perspective independentof executive management responsible for executing
business and to contribute to the improvement of
the soundness, transparency, and fairness of the
management of the Company as a member of theGovernance Committee, Nomination Committee
and Compensation Committee.
(Reasons for designation as an Independent
Director)
MHC has determined that Ms. Kawamura fulfills theindependence standards, and has no risk of
conflicts of interest with general shareholders, after
comprehensively taking into consideration her
current status, past career, and other factors. MHC
has therefore designated her as a new Independent
Director.
MHC has newly appointed Mr. Kondo as a
candidate for Director because it has determinedthat he can contribute to the appropriate decisionmaking and supervision of overall management by
the Board of Directors as an Outside Director basedon his practical perspective, by utilizing a wealth ofmanagement experience at a major general trading
company in Japan and deep knowledge of domestic
and overseas businesses.

Shota
Kondo

Mr. Kondo iscurrently an
Executive Vice
President of
Mitsubishi
Corporation, whichis MHC’s major
shareholder. Thereis a transactional
relationship,including lease
contracts, between
Mitsubishi
Corporation and
MHC.

As Mr. Kondo concurrently serves as an Executive
Vice President of Mitsubishi Corporation, a major
shareholder of MHC, he is not designated as an
Independent Director. Mitsubishi Corporation is an
important business partner for MHC, with whom it
can work together to aim for the improvement ofcorporate value.
Among other positions, including overseas
assignments in the U.S., he has served as theGeneral Manager of the Natural Gas Group CEO
Office and the General Manager of the Corporate
Strategy & Planning Dept. Currently, he serves as
the Group CEO of the S.L.C. (Smart-Life Creation)
Group. MHC expects to utilize Mr. Kondo’s
management experience and extensive overall
knowledge in Japanese and international
businesses for MHC’s management and effectively
utilize his advice as someone who has served as achief of business areas of collaboration between
Mitsubishi Corporation and MHC. MHC has deemedthat this will lead to the improvement of MHC’s
corporate value and contribute to the enhancementof the interests of all shareholders including minority
shareholders.
Mr. Kondo has indicated his intention to perform his
duties as a Director for the benefit of MHC, not forany specific shareholder. If any item of businessposing a conflict of interest between Mitsubishi

6 / 59

Corporation and MHC is submitted to MHC’s Boardof Directors, he will participate neither in its
deliberations or resolution.
MHC expects him to use his knowledge tocontribute to the appropriate decision-making andsupervision of overall management by the Board of
Directors as an Outside Director, and also tocontribute to the enhancement of the soundness,transparency, and fairness of management as amember of the Governance Committee, theNomination Committee, and the Compensation
thee.
Mr. Nakata is currently contributing to theappropriate decision-making and supervision of
overall management by the Board of Directors as a
Director who is not an Audit & Supervisory
Committee Member. MHC has newly appointed Mr.
Nakata as a candidate for Director (Audit &Supervisory Committee Member) because it hasdetermined that he can contribute to the appropriate
decision-making and supervision of overallmanagement by the Board of Directors and neutral
and objective auditing as an Outside Director by
utilizing his knowledge as a legal expert.

Hiroyasu
Nakata〇〇

MHC expects him to contribute to ensuring thesoundness of MHC’s management as an Outside
Director from an objective perspective, independent
from the management members who engage inbusiness execution, by utilizing the aforementioned
knowledge. MHC also expects him to contribute to
the enhancement of the soundness, transparency,
and fairness of management as a member of theGovernance Committee, Nomination Committee,
and Compensation Committee.

-(Reasons for designation as an Independent
Director)
MHC has determined that Mr. Nakata fulfills theindependence standards, and has no risk of
conflicts of interest with general shareholders, after
comprehensively taking into consideration his
current status, past career, and other factors. MHC
has therefore designated him as an Independent
Director.

HirokoKaneko〇〇MHC has reappointed Ms. Kaneko as a candidate
for Director (Audit & Supervisory Committee
Member) as she has been contributing to theappropriate decision-making and supervision of
overall management by the Board of Directors andneutral and objective auditing as an Outside
Director by utilizing a wealth of experience as apartner at a major audit corporation and a university
professor as well as extensive knowledge ofaccounting as a professional accountant.

-

MHC expects her to contribute to ensuring thesoundness of its management as an Outside
Director from an objective perspective, independent
from the management members who engage in
7 / 59business execution, by utilizing the above
knowledge. MHC also expects her to contribute to
the enhancement of the soundness, transparency,
and fairness of management as a member of theGovernance Committee, Nomination Committee,
and Compensation Committee.
(Reasons for designation as an Independent
Director)
MHC has determined that Ms. Kaneko fulfills theindependence standards, and has no risk of
conflicts of interest with general shareholders, after
comprehensively taking into consideration her
current status, past career, and other factors. MHC
has therefore designated hethe as an Independent
Director.

Masayuki
Saito

〇

〇

Previously, Mr.
Saito was theRepresentative
Director &Executive Vice
President of DIC
Corporation,
however, theamount oftransaction
between DIC
Corporation and
MHC was less than
1% of theconsolidated net
sales of DIC
Corporation and
MHC for fiscal year2023.

MHC reappointed Mr. Saito as a candidate for
Director (Audit & Supervisory Committee Member)as has been contributing to the appropriate
decision-making and supervision of overallmanagement by the Board of Directors and neutral
and objective auditing as an Outside Director by
utilizing a wealth of management experience anddeep knowledge of treasury and accounting
divisions at a major manufacturer in Japan.
MHC expects him to contribute to ensuring thesoundness of MHC’s management as an Outside
Director from an objective perspective, independent
from the management members who engage inbusiness execution, by utilizing the above
knowledge. MHC also expects him to contribute to
the enhancement of the soundness, transparency,
and fairness of management as a member of theGovernance Committee, Nomination Committee,
and Compensation Committee.
(Reasons for designation as an Independent
Director)
MHC has determined that Mr. Saito fulfills theindependence standards, and has no risk of
conflicts of interest with general shareholders, after
comprehensively taking into consideration his
current status, past career, and other factors. MHC
has therefore designated him as an Independent
Director.

[Audit & Supervisory Committee]
Breakdown of Members and Attribution of Chairman

Audit &
Supervisory
Committee

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

Chairman

4

1

1

3

Inside Director

8 / 59

Directors and Employees who should support the
Duties of the Audit & Supervisory Committee

Appointed

Matters relating to the Independence of the Directors and the Employees from the Executive Directors
The majority of MHC’s Audit & Supervisory Committee members are Independent Outside Directors and thus its
independence is secured.
Audit & Supervisory Committee Office was established to support the Audit & Supervisory Committee. The Office is not
subject to instructions from business execution divisions, and its appointed employees support the duties of the Audit &Supervisory Committee.
To secure the effectiveness of instructions given by the Audit & Supervisory Committee to such employees, the priorconsent of the Audit & Supervisory Committee is necessary for personnel transfers of such employees or disciplinary action
against such employees. With respect to the decisions of personnel evaluations or remuneration, etc. relating to such
employees, it is necessary to obtain the prior consent of the members of the Audit & Supervisory Committee who are
selected by the Audit & Supervisory Committee.
Cooperation between Audit & Supervisory Committee, Financial Auditors, and Internal Audit Department
MHC makes efforts toward the improvement and operation of a system for effective and efficient auditing, while ensuringthat each party remains cautious in so-called three-pillar auditing; that is, auditing by the Audit & Supervisory Committee,
auditing by the Accounting Auditor, and internal auditing by the Internal Audit Department.
Audit & Supervisory Committee holds monthly meetings in principle with the Accounting Auditor. It closely cooperates withthem by receiving reports on the following items and exchanging opinions about matters of common interest.
① Audit plans② Progress and results of audits③ Status of priority audit areas④ Status of internal control concerning financial reports⑤ Selection of candidates for Key Audit Matters (KAM)⑥ Accounting Auditor quality management system⑦ Status of monitoring to ensure independence
The initiatives which were given particular attention by the Audit & Supervisory Committee in its communications with the
Accounting Auditor in fiscal year 2023 were as follows.
① Committee received reports on the status of overseas subsidiaries’ responses to recognized issues in fiscal year 2022
financial results, the progress of auditing procedures, etc. and exchanged opinions.
② Committee provided the outcomes of discussions held upon on-site audits overseas with local accounting audit teams,
and held opinion exchanges.
③ Committee provided requests to the Accounting Auditor which were gained through communication with full-time
auditors at domestic Group companies, and held opinion exchanges.
Further, the Audit & Supervisory Committee regularly exchanges information and opinions with the Internal Audit
Department in conducting audits. It receives timely and appropriate reports on the following items from the Internal Audit
Department and issues instructions as necessary, holds meetings regarding risk awareness, priority audit items, etc., andcooperate with the Department in conducting audits.
① Audit plans② The status of audits③ Audit results
In addition, the Audit & Supervisory Committee and the Internal Audit Department collaborated on the following in fiscal
year 2023.
① Joint auditing across organizations with set themes② Internal Audit Department participated in meetings held by Auditing & Supervisory Committee members with auditors
at domestic Group companies
9 / 59③ Full-time Audit & Supervisory Committee members and the Audit & Supervisory Committee Office supported andparticipated in the Global Audit Conference held by the Internal Audit Department④ Full-time Audit & Supervisory Committee members participated as observers in internal audit review meetings held by
the Internal Audit Department
In the communication between the Internal Audit Department and the Accounting Auditor, the Internal Audit Department
provides information to the Accounting Auditor about its internal audit plans, the status and results of audits, and otherimportant items, and both parties exchange opinions on pertinent items.

[Establishment of Voluntary Committees]
Establishment of Voluntary Committee(s) equivalent to a
Nominating Committee or Compensation Committee

Established

Status of Establishment of Voluntary Committees, Member Composition, and Attributes of the Chairperson

Committee

Total
Count

Full-timeMembers

InsideDirectors

OutsideDirectors

External
Experts

Other

Chairperson

Audit &
Supervisory
Committee

Nomination
Committee

7

0

1

6

0

0

InsideDirector

Voluntary
Committee
equivalent toCompensation
Committee

Compensation
Committee

7

0

1

6

0

0

InsideDirector

Supplementary Explanation
MHC, based on the understanding that appropriate involvement of Independent Outside Directors is extremely important
for resolutions related to nomination and remuneration, has established the Nomination Committee and Compensation
Committee, of which Independent Outside Directors comprise the majority.
The Nomination Committee discusses the appointment of Directors, the succession plan for the Representative Director,
President & CEO, knowledge, experience, skills, etc. that the Directors should have, and other matters.
The Compensation Committee regularly monitor the Directors’ remuneration system of MHC in comparison with the market
standard by using an external specialized agency, and discusses policies, etc. concerning the systems, standards, etc. for
Directors’ remuneration.
The members and the chairperson of each committee shall be selected by the Board of Directors, and items discussed in
the committees shall be resolved by a majority of committee members in attendance. It is stipulated in internal rules thatthe Board of Directors shall make decisions in deference to decisions made by the committees.
Furthermore, MHC has established the Governance Committee which serves as an advisory body for the Board of
Directors in order to extensively exchange opinions on the improvement of effectiveness of the Board of Directors andother matters related to the Board of Directors, etc. The Committee is working to increase the soundness, transparency,
and fairness of MHC’s management.
For the status of each committee’s activities, please refer to [Status of Activities of the Board of Directors, Audit &Supervisory Committee, and Other Committees (Frequency of Meetings, Specific Discussion Items, Attendance of
Directors and Committee Members)] (page 36).

[Independent Directors]
Number of Independent Directors

5 persons

Other Matters Relating to Independent Directors
10 / 59

“Outside Directors’ Independence Decision Criteria” prescribed by MHC are as follows:“Outside Directors’ Independence Decision Criteria”
MHC shall judge the independence of Outside Directors by confirming if they fall under any of the following items (1)through (6) at any time in the past three fiscal years, and considering if the individual is independent objectively andsubstantially from multiple perspectives, assuming that they are meeting the requirements of Independent
Directors/Auditors specified by financial instruments exchanges in Japan, such as the Tokyo Stock Exchange.
(1) A major shareholder (i.e., a shareholder holding 10% or more of the total voting rights) of MHC or an Executive
thereof (Note 1);(2) An Executive of a lender of MHC that exceeds MHC’s standard (Note 2);(3) An Executive of a business partner of MHC that exceeds MHC’s standard (Note 3);(4) A consultant, attorney-at-law, certified public accountant, or other person who provides professional services, whoreceives more than 10 million yen per fiscal year in monetary or other assets from MHC, excluding officers’
remuneration;(5) A representative partner or partner of MHC’s Accounting Auditor;(6) A person who belongs to an association which receives donations from MHC exceeding a certain amount(Note 4).
(Note 1)An Executive refers to an Executive Director, Executive Officer, or other employee.

(Note 2)A lender that exceeds MHC’s standard refers to a lender from whom the amount MHC has borrowed
exceeds 2% of the consolidated total assets of MHC.

(Note 3)A business partner that exceeds MHC’s standard refers to a business partner whose dealings with MHC
have a value equal to more than 2% of the consolidated net sales of MHC or of the relevant business
partner.

(Note 4)

Donations exceeding a certain amount refers to donations exceeding 10 million yen per fiscal year.

Even if a candidate qualifies under any of items (1) through (6) above, if there are special circumstances to designate
the relevant candidate as an Independent Director/Auditor and he/she is judged to be substantially independent, andis to be registered as an Independent Director/Auditor with a financial instruments exchange in Japan, such as theTokyo Stock Exchange, the reason for the candidate’s eligibility shall be explained and disclosed at the time ofregistration and in the reference documents for a general shareholders meeting concerning the agenda of the electionof the candidate as an Outside Director or Audit & Supervisory Committee Member.

[Incentives]
Implementation of Incentive Policies for Directors

Performance-based compensation plan

Supplementary Explanation
MHC provides bonuses to Directors as short-term incentive compensation (performance-based monetary compensation)and MHC shares, etc. as medium- to long-term incentive compensation (performance-based stock compensation).
In fiscal year 2023, MHC newly introduced ’the BIP (Board Incentive Plan) trust, which is closely linked to the medium- tolong-term performance of MHC and high in both transparency and objectivity, in place of its former stock compensation
system, the stock option system. The BIP trust is intended to further increase Directors' willingness to contribute toexpanding MHC’s corporate value over the medium- to long-term, and to share the benefits and risks of stock pricefluctuations with shareholders.
For details, please refer to III-6. “Policies and Procedures for Determining Remuneration of Directors and Management
Members (principle 3.1 (iii))” (page 43) in III. “Remuneration of Directors and Management Members in “Efforts on the
Principles of the Corporate Governance Code.”

Recipients of Stock Option-

Supplementary Explanation
11 / 59

-[Remuneration of Directors]
Disclosure (of Individual Directors’ Remuneration)

Individual remuneration is partially disclosed* Only Directors whose remuneration, etc. is 100 million yen or more in total are described here.
Supplementary Explanation(1) Total Amount of Remuneration, etc. for Each Director Category, Total Amount of Remuneration, etc. by Remuneration
Type, and the Number of Applicable Directors (Fiscal year 2023)① Directors who are not Audit & Supervisory Committee Members (excluding Outside Directors):
422 million yen in total/6 Directors(Breakdown)Base remuneration:

298 million yen

Bonus:

55 million yen

Stock compensation:

68 million yen② Directors who are Audit & Supervisory Committee Members (excluding Outside Directors):
49 million yen in total (base remuneration only)/1 Directors③ Outside Directors: 91 million yen in total (base remuneration only)/7 Directors(2) Total Amount of Remuneration, etc. by Director (Fiscal year 2023)① Taiju Hisai (Representative Director, President & CEO) Total amount of remuneration, etc.:
123 million yen(Breakdown)Base remuneration:

74 million yen

Bonus:

21 million yen

Stock compensation:

27 million yen

Policy on determining Remuneration Amounts andCalculation Manners

Established

Disclosure of Policy on determining Remuneration Amounts and Calculation Manners(1) Basic Policy
MHC’s officers’ remuneration is determined by also taking into account officers’ incentives, with a view toward
increasing corporate value through the execution of business strategies.
The level of remuneration is appropriate with respect to the roles and responsibilities of each officer, and is also
based on market levels, from the viewpoints of increasing medium- to long-term corporate value and improving
short-term business performance.
(2) Remuneration System for Directors
In principle, Executive Directors’ remuneration, etc., consists of base remuneration, short-term incentive
compensation (performance-based monetary compensation), and medium-to long-term incentive compensation(performance-based stock compensation). As short-term incentive compensation, cash is paid as a bonus, while
medium-to long-term incentive compensation is paid as provision of MHC’s shares, etc. in a trust framework.
With a view toward maintaining a sound performance-based ratio, the ratio of fixed remuneration (baseremuneration) to floating compensation (bonus and stock compensation) is generally set at 1:0.6 (the ratio of baseremuneration to bonus to stock compensation is generally set at 1:0.3:0.3).
Bonuses and stock compensation, which represent incentive compensation, are not paid to non-executive directors
excluding persons who are Audit & Supervisory Committee Members) from the standpoint of ensuring theeffectiveness of their supervisory functions, and to Directors who are Audit & Supervisory Committee members fromthe standpoint of ensuring the fairness of audits.

12 / 59For details, please refer to III-6. “Policies and Procedures for determining Remuneration of Directors and Management
Members (principle 3.1 (iii))” (page 43) in III. “Remuneration of Directors and Management Members” in [Efforts on the
Principles of the Corporate Governance Code.][Supporting System for Outside Directors (Outside Audit & Supervisory Committee Members)]
The General Affairs Department and the Audit & Supervisory Committee Office are mainly responsible for duties suchas transmitting information and sending documents to Outside Directors.
As a general rule, documents are sent in advance, with the relevant departments providing prior explanations ofparticularly important proposals.
The Audit & Supervisory Committee Office, which assists all Directors who are Audit & Supervisory Committee
Members, including Outside Directors, with their duties, has been established to support the Audit & Supervisory
Committee.
Each year, all Directors conduct a review and evaluation of the Board of Directors over the previous year. In addition,
discussions attended only by Independent Outside Directors are held regularly, and in the event that an issue, etc. israised there, it will be appropriately responded to and improved.

[Status of Retired Presidents & CEOs, etc.]
Names and Other Details about Advisors or Senior Advisors Who Are Former Presidents & CEOs, etc.

Conditions(Full-time/Part-time,
Remuneration, etc.)

Date of
Retirement as
CEO, etc.

Activities contributing to thefinancial world, society, etc.
(No involvement in management)

Part time, withremuneration

2017/6/29

1 yearSeniorAdvisorActivities contributing to thefinancial world, society, etc.
(No involvement in management)

Part time, withremuneration

2021/4/1

1 yearSeniorAdvisorActivities contributing to thefinancial world, society, etc.
(No involvement in management)

Part time, withremuneration

2023/3/31

1 year

Name

Title

Work Performed

Ryuichi
MurataSeniorAdvisor

TadashiShiraishi
Seiji
KawabeTotal Number of Advisors or Senior Advisors who are
Former Presidents & CEOs, etc.

Term of
Office3 persons

Other Items
MHC abolished the Advisor/Senior Advisor System, and established a new Senior Advisor System, in July 2018.
Former Chairmen and Presidents of MHC may be appointed as Senior Advisors for purposes of engaging in external
activities, such as activities in the financial world and activities to contribute to society. Senior Advisors are not involved
in decision-making at the management level, and MHC management does not engage in regular reporting, etc. to
Senior Advisors.
Senior Advisors are appointed at the Nomination Committee, and their contract periods are renewed as necessary
based on the deliberation of the status of the activities of each Senior Advisor along with the amount of theirremuneration. However, the maximum term of office of a Senior Advisor is three years. (In April 2023, the maximum
term was revised from six years to three years and certain transitional measures may be taken for Senior Advisors
whom this change effects)

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2. Matters on Functions of Business Execution, Auditing, Oversight, Nominating and Remuneration
Decisions, etc. (Overview of Current Corporate Governance Systems)
MHC is a company with an audit & supervisory committee, and has established a Board of Directors to be responsible forimportant decision-making and supervisory functions, and an Audit & Supervisory Committee to be responsible for audit
and supervisory functions.
In order to further enhance its corporate governance, MHC has also established a Nomination Committee and aCompensation Committee to serve as advisory bodies to designate the President & CEO and determine the remuneration,etc. of Directors. Further, MHC has established a Governance Committee to serve as an advisory body to the Board of
Directors regarding improving the Board’s effectiveness, etc., and comprises Outside Directors and Representative Director,
etc.
Alongside adopting an executive officer system, MHC has established an Executive Committee to serve as a body fordeliberation and decision-making on important management matters.
For an overview of each of these bodies and the status of their activities, etc., please refer to II-3. “Overview of Each
Organization, Status of Activities, etc. (page 33) in II. “Structure and Effectiveness of the Board of Directors” in [Efforts on
the Principles of the Corporate Governance Code.]

3. Reasons for Adoption of Current Corporate Governance System
In order to enhance the transparency and fairness of management, strengthen the supervisory functions of the Board of
Directors, and enhance corporate governance, MHC adopted the institutional design of a company with an audit &supervisory committee.

14 / 59

III Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to vitalize the General Meetings of Shareholders and ensure the Smooth Exercise of Voting
RightsSupplementary Explanations
Early Shipping of Notice ofConvocation of the General
Meeting of Shareholders-

Setting Date of General Meeting
MHC strives to set meeting dates by avoiding the dates on which many companiesof Shareholders by avoiding
hold shareholders’ meetings. The most recent General Meeting of Shareholders
the Dates on which many
was held on June 25, 2024.
Companies hold Meetings
Allowing Electronic Exercise of
MHC permits the exercise of voting rights via the Internet.
Voting Rights
Participation in Electronic
Voting Platform and Other
Measures to improve the Voting MHC participates in the electronic voting platform operated by ICJ, Inc.
Environment for Institutional
Investors
Providing Convocation
Notices (Summary) in English

The Notice of Convocation is translated into English, and MHC disclosed the noticein Japanese and English on TDnet and its website on May 31, 2024.
・ MHC discloses convocation notices on TDnet, its website, etc. before the datethey are sent. The convocation notice for the recent ordinary General Meeting of
Shareholders (Japanese version) was disclosed on TDnet and MHC’s website 13
days prior to the date of shipping (May 24, 2024).

Other・ In addition to receiving questions on the website exclusively for shareholders
before the meeting, MHC held a virtual and hybrid meeting of shareholders(participatory meeting) and the movie of the General Meeting of Shareholders isplanned to be distributed (on demand).
・ A sign language interpreter was present at the venue in order for moreshareholders to participate and have deeper understanding of MHC. The sign
language interpretation was distributed simultaneously, and subtitles will be
added to on-demand distribution.
・ The results of the exercise of voting rights are disclosed, including the number ofvotes of approval or disapproval, in extraordinary reports.

2. Investor Relations Activities
Supplementary Explanations
・ MHC voluntarily and actively discloses information that isdeemed to be useful for shareholders and other investors,
as well as information that MHC is required to disclose
under the rules of stock exchanges or laws and regulations,Preparation and Publication ofincluding the Financial Instruments and Exchange Act, in
Disclosure Policy
order to gain the trust and fair evaluation of shareholders
and other investors.
・ MHC discloses its Information Disclosure Policy at the linkprovided below:
15 / 59

Personal
Explanationfrom the CEO-https://www.mitsubishi-hc-capital.com/english/sustainability/
various_policies.html
・ MHC participates in IR events held by securities exchanges
and securities companies targeting at individual investors,
and explains about its business activities, performance, etc.
Regular Briefings for
Individual Investors

Regular Briefings for Analysts
and Institutional Investors

・ MHC provides the videos for financial results briefings andwebinars for private investors, financial results materials
with scripts, scripts of Q&A sessions of financial results
briefings, and others on the corporate website.
https://www.mitsubishi-hc-capital.com/english/investors/
index.html

No・ President & CEO, etc. gives briefings twice per year
regarding the second quarter financial results and the fullyear financial results.
・ Company holds small meetings between securities analysts
and the President & CEO, etc.

Yes

・ MHC regularly holds individual interviews between domestic
institutional investors and the President & CEO, etc.
・ MHC regularly holds individual interviews between
institutional investors in the Americas, Europe, Asia, andother countries and the President & CEO, etc.
Regular Briefings for Overseas
Investors
・ MHC participates in various conferences held by securities

Yes

companies and holds individual interviews with overseas
institutional investors.

Posting of IR Materials on
WebsiteFinancial information, financial results, financial overview
materials, Integrated Report, Investors’ Guide, and other IR
information in Japanese and English are posted on MHC’s
website:https://www.mitsubishi-hc-capital.com/english/-

Establishment of IR-related
Division (Person in Charge)

Corporate Communications Department

-

Other

Throughout the year, the staff in charge of IR hold individualinterviews with domestic and overseas analysists andinstitutional investors (excluding quiet periods).

-

3. Measures to respect the Position of Stakeholders
Supplementary Explanations
Establishment of Internal
Rules, etc., for respecting the
Position of Stakeholders

Implementation ofEnvironmental Protection
Activities, CSR Activities, etc.

Corporate responsibility to stakeholders is clarified in MHC’s Our Vision. For Our
Vision, please refer to MHC’s website.
https://www.mitsubishi-hc-capital.com/english/corporate/idea/index.html
・ MHC established the Social Contribution Activity Policy in 2021. With a focus on
the environment, human development, welfare and health, safety and security,
and regional contribution, MHC, as a corporate citizen, proactively andcontinuously engages in activities contributing to solving regional issues, such as
charity and volunteer activities around the world.
・ For the MHC Group’s social contribution activities, please refer to MHC’s website.
Together with Local Communities:
https://www.mitsubishi-hc-capital.com/english/sustainability/social/community_and_society.html

16 / 59

ESG Data:
https://www.mitsubishi-hc-capital.com/pdf/english/investors2/library/variousreports/esg_en_2023.pdf
・ MHC has established a set of regulations for handling information disclosures,
regarding disclosure procedures for important management information, in orderto carry out swift and impartial disclosure of accurate information related to theDevelopment of Policies, etc.,
MHC Group to stakeholders.
on the Provision of Information
to Stakeholders
・ The Information Disclosure Policy sets forth matters such as the objectives andbasic approach of MHC’s IR activities, as well as standards and manner for
information disclosures.

17 / 59

IVMatters related to the Internal Control System, etc.
1. Basic Views on Internal Control System and the Progress of System Development
MHC has resolved to use a system for ensuring the propriety of business activities of the company (internal control system),as follows, in accordance with Article 399-13, paragraph (1), (b) and (c) of the Companies Act, as well as relevant laws andregulations.
Hereinafter, “the Group” refers to “MHC and MHC’s subsidiaries and affiliates,” and “Group companies” refers to “MHC’s
subsidiaries and affiliates.”
In addition, the internal control system shall be applied to each Group company by making appropriate adjustments basedon factors such as the business operations, scale, and importance of each Group company.
[System for Group Management](1) MHC shall establish the Mitsubishi HC Capital Group Code of Ethics and Code of Conduct in order to share fundamental
values and ethics to be embraced by all members of the Group and reflect them in business.
(2) MHC shall establish management manner between MHC and the Group companies, in order to ensure the proprietyof the business activities of the Group companies, and establish internal rules to improve the management efficiency
and corporate value of the Group as a whole, through the Group carrying out activities with a strong sense of unity.
(3) MHC shall require the Group companies to request prior approval or consultation or to provide reports regarding
important management matters in line with internal rules in order to manage the Group appropriately. Thus, MHC shallmanage the Group companies with responsible departments giving approval, implementing consultation, etc. inadherence to the allocation of duties.
(4) MHC shall establish management and operational manners for internal controls pertaining to the financial reports of
the Group, and shall effectively develop and operate the internal controls of the Group as a whole, so that MHC’s
financial reports will be prepared appropriately, in accordance with the provisions of the Financial Instruments andExchange Act.
[System for Compliance with Laws and Regulations](1) MHC shall establish the Mitsubishi HC Capital Group Code of Ethics and Code of Conduct in order to share fundamental
values and ethics to be embraced by all members of the Group and reflect them in business.
(2) MHC shall establish a system for ensuring that the officers and employees of the Group comply with laws andregulations and the Articles of Incorporation, by establishing and announcing internal rules and the Compliance Manual.
(3) MHC shall establish the Compliance Committee, which deals with establishment, maintenance, management, etc., of
the Group’s compliance system, in addition to the Chief Compliance Officer (Head of Risk Management Division), who
is responsible for the compliance of the Group, and the Legal & Compliance Department, which is tasked with enforcing
compliance. The Group companies shall, if there are any legal risks, etc. inherent to the business activities of suchcompany, cooperate with MHC as necessary, and develop an appropriate compliance system.
(4) MHC shall formulate compliance programs (specific plans to ensure that the officers and employees of the Group
comply with laws and regulations, etc., including education for the Group’s officers and employees) and monitor how
the Group’s officers and employees are working on those programs.
(5) MHC shall establish the Compliance Hotline System as an internal whistleblowing framework under which the Group’s
officers, employees, etc., can report to or seek consultations with MHC regarding unfair practices and other conduct.
MHC shall not treat disadvantageously persons who have made reports merely because they made those reports using
an internal whistleblowing system. MHC shall clarify this in its internal rules, etc. and fully inform all officers andemployees through internal training and on other occasions.
(6) Group shall take a resolute stance against anti-social forces, which threaten the peace and stability of civil society, andwork to prevent transactions with such forces.
(7) MHC shall be aware of the possibility that funds transacted through the Group may be used for various criminal activities
and/or terrorism, and shall work to prevent money laundering.
[Information Disclosure System](1) The Group shall establish internal rules for appropriately disclosing information regarding decisions and occurrences
concerning the Group in a timely manner, in accordance with accounting standards and other relevant laws andregulations. The Group companies shall cooperate with MHC as necessary.

18 / 59(2) MHC shall establish a Disclosure Committee for deliberating on the appropriateness of information disclosures
regarding the Group and the effectiveness of internal controls and procedures related to information disclosures, among
other matters.
[Internal Audit System](1) MHC shall establish internal rules to smoothly and effectively promote audit activities by clarifying procedures forplanning, implementing, and reporting internal audits and providing instructions for improvement within the Group.
(2) MHC shall establish the Internal Audit Department as a department in charge of internal audits. The Internal Audit
Department shall systematically implement internal audits related to the Group based on an annual audit plan andreport the audit results to the Representative Director, Board of Directors, and Audit & Supervisory Committee. With
regard to findings that require improvement, for which guidance was provided to the departments subject to audits(important findings), those departments, after taking improvement measures, are made to report the results to theGeneral Manager of the Internal Audit Department. The results for important findings are to be reported by the Internal
Audit Department to the Representative Director, in order to ensure the effectiveness of the audit.
(3) The General Manager of the Internal Audit Department of MHC shall build collaborative relationships with MHC’s Audit& Supervisory Committee, and the auditors and accounting auditors of the Group companies on a regular basis and asnecessary, such as by exchanging relevant information with them, and shall work to ensure the efficient implementationof the audit.
[Risk Management System]<Company-wide Risk Management>(1) MHC shall establish the company-wide risk management system that is based on the policy of taking risks within thecontrolled scope decided by the Executive Committee, the Board of Directors and other arms through overall
understanding of the wide-ranging risks of the Group and sufficient consideration of potential risks estimated along withnew operations. The company-wide risk management aims to ensure sound management and contribute to sustainableimprovement of corporate value, while performing its social responsibility as a company to stakeholders including
clients, shareholders, employees and communities.
(2) MHC shall establish a base for the stable recording of returns corresponding to risk, achievement of an appropriate
capital structure, and appropriate allocation of resources, by identifying and recognizing, evaluating and measuring,
controlling, monitoring, and reporting the risks of the Group as well as conducting integrated risk management andongoing operations.
(3) MHC shall classify the major risks of the Group as follows according to the characteristics of its businesses, operations,etc., and establish risk management manners, operations, and the like.
i) Credit risks ii) Asset risks iii) Investment risks iv) Market risks v) Liquidity risks vi) Country risks vii) Operational risks(4) Group companies shall understand the Group’s overall risks that can be reasonably evaluated and measured
quantitatively. MHC shall discuss risk capital management as necessary and on a regular basis and take actions for its
implementation, monitoring, etc.
(5) MHC shall establish internal rules that state, among other matters, the Group’s basic policies for risk management andrisk management frameworks and operations. The Group companies shall also prepare internal rules that state, among
other matters, the risk management frameworks and operations.
(6) MHC shall establish an executive officer and a department in charge of company-wide risk management respectively
and hold the Risk Management Committee meetings related to the integrated risk management of the Group as
necessary and on a regular basis. The report to the Risk Management Committee shall be made on major risks of theGroup’s business, and other risk management related matters concerning financial market, liquidity, compliance,system, IT and others provided from the committees and internal auditing.
(7) MHC shall request the Group companies to report important risk-related matters and compile information that isnecessary for the company-wide risk management. Then the report shall be made to the Board of Directors on thecurrent situation, issues and measures to be taken as necessary, etc. and the Board of Directors shall supervise theintegrated risk management and operations.
<Crisis Management>(1) MHC shall clarify the Group’s basic approach to and criteria for responding to crisis events and sharing them with theGroup companies in order to prepare for situations such as huge financial losses, loss of credibility, excessive delay or
prolonged suspension of business at the Group. Also, MHC shall establish the systems necessary to ensure thecontinuation of overall business operations, perform its social responsibility and minimize the Group’s losses and therestoration of normal functions.
19 / 59(2) MHC shall, during normal times, designate departments to respond to potential emergency events according to its
nature and establish a response system according to risk stage. MHC shall establish internal rules that are necessary
in an emergency for information collection, internal collaboration and implementation of measures for business
continuation and recovery. The Group companies shall establish consistent with internal rules within each company.
[Framework for ensuring the Efficient Execution of Duties](1) MHC shall set management targets for the Group and draw up management plans to manage business based on
appropriate manners. The Group companies shall conduct business management based on appropriate manners,
based on the Group’s management targets and management plans.
(2) MHC shall establish the Executive Committee, a body which will deliberate and decide on important matters, and theBoard of Directors shall delegate the business execution decisions to the Executive Committee in an appropriatemanner. The Executive Committee will hold discussions and make decisions on important matters, including thebusiness management of the Group, in addition to conducting preliminary deliberations of matters that are to besubmitted to the Board of Directors to facilitate decision-making by the Board of Directors. In addition, various
committees shall be established as advisory bodies for the Executive Committee.
(3) In order to efficiently conduct the execution of duties based on the decisions of the Board of Directors, MHC shall build
an organizational structure, etc., in accordance with the internal rules, and shall assign the execution of duties. The
Group companies shall provide appropriate cooperation such as reports to and consultations with MHC on necessary
matters pursuant to the internal rules.
[Other Matters related to the Execution of Duties by Directors](Framework for ensuring that the execution of duties by directors complies with laws, regulations, and the articles ofincorporation, framework for retention and management of information, and framework for reports to MHC of mattersrelated to the execution of duties by subsidiaries’ directors)(1) MHC shall establish the Executive Committee to deliberate and decide on important management matters. The Audit& Supervisory Committee Member(s) selected by the Audit & Supervisory Committee shall attend the meeting, confirm
the details of the deliberation.
(2) MHC shall clearly define the authority and responsibilities of the Board of Directors and Directors regarding material
decision-making matters including compliance management, as well as matters decided at the discretion of the Boardof Directors.
(3) Board of Directors shall receive and confirm reports of material information related to the execution of duties by
Executive Directors, and utilize an internal whistleblowing system through reports made at the Compliance Committee,
etc.
(4) MHC shall retain and manage material documents and other data related to the execution of duties by Directors
pursuant to the provisions of the internal rules.
(5) MHC shall request application for prior approval or consultation, provision of reports, etc. regarding matters related tothe execution of duties by Directors of the Group companies pursuant to the provisions of the internal rules.
[Framework concerning Employees who Assist with Duties of the Audit & Supervisory Committee](1) MHC shall establish an Audit & Supervisory Committee Office to assist with duties of the Audit & Supervisory Committee.
(2) MHC shall allocate employees to assist with duties of the Audit & Supervisory Committee to the Audit & Supervisory
Committee Office.
(3) The above employees shall not be subject to the directions and instructions of Directors excluding Directors who are
Audit & Supervisory Committee Members.
(4) When implementing personnel transfers or disciplinary action for the above employees, prior consent of the Audit &Supervisory Committee shall be obtained. When determining performance evaluation, remuneration, etc., related tothose employees, the prior consent of the Audit & Supervisory Committee Member(s) selected by the Audit &Supervisory Committee shall be obtained.
(5) Executive Directors shall cooperate in developing working environments and other relevant conditions so that the above
employees can assist with duties of the Audit & Supervisory Committee smoothly.
[Framework for reporting to the Audit & Supervisory Committee](1) Directors, Executive Officers and other relevant executives, and employees must report the following matters without
delay to the Audit & Supervisory Committee or the Audit & Supervisory Committee Member(s) selected by the Audit &Supervisory Committee:
20 / 59

① when they discover any facts that are likely to cause significant damage (including loss of credit) to MHC or whensignificant damage occurs, they shall immediately report that effect (including matters concerning material lawsuits);② the status of whistleblowing through an internal whistleblowing system developed by Directors;③ the status of management concerning elimination of transactions, and blocking of relationships, with anti-social
forces; and④ other matters that the Audit & Supervisory Committee requests to be reported.
(2) Directors, Auditors, and employees of subsidiaries or persons who receive reports from any of those persons must
report to the Audit & Supervisory Committee or the Audit & Supervisory Committee Member(s) selected by the Audit &Supervisory Committee without delay, if any of the matters set forth in the preceding paragraph occurs.
(3) Audit & Supervisory Committee Member(s) selected by the Audit & Supervisory Committee shall cooperate closely with
the Auditors of Group companies and other relevant persons, through right means such as exchanging informationnecessary for the execution of duties.
(4) If required by the Audit & Supervisory Committee, Directors, Executive Officers and other relevant executives andemployees must attend the Audit & Supervisory Committee meeting and explain matters with necessary materials. In
addition, they have a similar duty to explain if required by the Audit & Supervisory Committee Member(s) selected by
the Audit & Supervisory Committee.
(5) MHC shall not treat the persons who have made the reports under (1) to the Audit & Supervisory Committee or any
Audit & Supervisory Committee Members disadvantageously, just because they made those reports.
[Matters concerning Policies regarding the Expenses or Liabilities arising from the Execution of Duties by the Audit &Supervisory Committee Members](1) The Audit & Supervisory Committee Office shall promptly process expenses or liabilities when each Audit & Supervisory
Committee Member makes requests with respect to the prepayment of expenses and other payments, except in cases
where such requested expenses or liabilities are deemed to be clearly unnecessary for the execution of the duties ofan Audit & Supervisory Committee Member.
[Other Frameworks for ensuring Effective Audits by MHC’s Audit & Supervisory Committee Members](1) The Audit & Supervisory Committee should create an opportunity to conduct interviews regularly with Directors andExecutive Directors, and employees, concerning the business, and conduct a regular meeting to exchange opinionswith the President and Accounting Auditor.
(2) The Audit & Supervisory Committee may request opinions from lawyers, accounting auditors, etc. as necessary, forcases that require expertise.
(3) The Audit & Supervisory Committee should receive in advance an audit plan from the accounting auditors, and regularly
receive an audit implementation report; in addition, it should conduct an interview as necessary, regarding theimplementation of audit.
(4) The Audit & Supervisory Committee should make efforts to enhance the effectiveness of the audit, by cooperating with
the Internal Audit Department and conducting an audit, regularly or in a timely manner, of the offices, etc. including thesubsidiary, and by understanding the actual situation.
(5) An employee who is selected by the Audit & Supervisory Committee to assist the duties of an Audit & Supervisory
Committee Member and the duties of the Audit & Supervisory Committee may attend the Executive Committee,
committees and other important meetings and make necessary statements at such places, and view important
documents.
(6) An Audit & Supervisory Committee Member selected by the Audit & Supervisory Committee should request that MHC
and its subsidiaries report on its business, or investigate the situation of the duties and properties, and MHC and its
subsidiaries should cooperate with this.
(7) Personnel affairs of the General Manager of the Internal Audit Department should be decided upon prior consultation
with the Audit & Supervisory Committee Member selected by the Audit & Supervisory Committee.
(8) Internal Audit Department should make a report to the Audit & Supervisory Committee regarding the internal audit plan,internal audit result, and the amendment and abolition of the important rules related to internal audit, and should
respond to requests by the Audit & Supervisory Committee in relation to information provision, investigation, and report.
(9) Directors, Executive Directors and employees should provide the necessary cooperation for the execution of duties of
the Audit & Supervisory Committee, based on the Audit & Supervisory Committee Regulations, standards for audit, etc.
of the Audit & Supervisory Committee, and standards for the Audit & Supervisory Committee to conduct an audit
regarding an internal control system.

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2. Basic Philosophy on eliminating Anti-social Forces and Status of Measures(1) Basic Philosophy against Anti-social Forces
The Group has established a basic policy on anti-social elements, with the aim of securing social order and maintaining
public trust. With all officers and employees abiding by these policies, we shall keep off and refuse any
connection with anti-social elements.
(2) Status of Implementation of Measures to Eliminate Anti-social Forces① Implementation of internal rules
The Group defines the elimination of anti-social forces in the Mitsubishi HC Capital Group Code of Ethics and Codeof Conduct and follows the specific details thereof in the internal rules.
② Division in charge of Handling Anti-social Forces and Persons Responsible for preventing Unfair Demands
The Group has established a division in charge of handling anti-social forces, and oversees the handling of antisocial forces while collecting and managing information concerning anti-social forces in a centralized manner. Also,
persons responsible for preventing unfair demands are allocated to the head office and each office in order to takea resolute stance against unfair demands from anti-social forces.
③ Specific Initiatives to eliminate Anti-social Forces(a) The Group confirms information about anti-social forces at the time of transactions and on a regular basis.
(b) Anti-social forces elimination clauses are included in agreements and the terms and conditions of transactions.
(c) The Group works closely with outside expert organizations to handle anti-social forces, such as throughconsultations with the police and lawyers, etc., as necessary.
④ Implementation of Training Activities
Group conducts training activities regularly, positioning the handling of anti-social forces as a critical compliancematter.
(Links)Mitsubishi HC Capital Group Code of Ethics
https://www.mitsubishi-hc-capital.com/pdf/english/sustainability/various_policies/ethics.pdf
Basic Policy on Anti-social Elements
https://www.mitsubishi-hc-capital.com/pdf/english/sustainability/various_policies/antisocial.pdf

22 / 59

V Other
1. Adoption of Anti-takeover Measures
Adoption of Anti-takeover Measures

Not adopted

Supplementary Explanation
Not applicable.

2. Other Matters concerning Corporate Governance Framework, etc.
Corporate Governance Framework including the Overview of the Internal Control System
Please refer to the figure on the next page.
Overview of the Information Disclosure System
MHC stipulates in its information disclosure policy that it strives to conduct proactive and continuous information
disclosure in order to be trusted and properly evaluated by its diverse stakeholders including shareholders and investors.
MHC’s information disclosure policy is released on its website.
https://www.mitsubishi-hc-capital.com/english/sustainability/various_policies.html
MHC strives to promptly disclose material information concerning MHC and each Group Company, while ensuring theaccuracy of the details of the disclosure, and discloses material information in a timely and appropriate manner under
the following framework.
MHC also strives to prevent insider trading by appropriately and carefully managing insider information based oninternal rules.
(1) Internal Rules regarding Timely Disclosure
MHC has stipulated the Information Disclosure Rules in order to disclose information related to company decisions
made or facts of occurrences concerning the Group in a timely and appropriate manner based on the Financial
Instruments and Exchange Act, Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc., and the Timely
Disclosure Rules established by stock exchanges. Timely disclosure standards and timely disclosure processes are
specified in the Information Disclosure Rules.
(2) Responsible Department
With regard to information concerning material decisions or occurrence of facts, financial results information, andthe like (“material information”), the person in charge of management of the division managing such information willreport to the department in charge of disclosure. In addition, material information in group companies is reported
by person in charge of management of the department managing the relevant group companies.
The department in charge of disclosure shall promptly disclose information in a timely manner based on the internal
rules.
(3) Disclosure Committee
MHC established the Disclosure Committee as an advisory body of the Executive Committee for discussing theappropriateness of disclosed information and the effectiveness of internal control and procedures concerning
information disclosure. The Disclosure Committee, of which the chairperson is the Head of the Treasury &Accounting Division, is held four times a year in principle and what is discussed there is reported to the Executive
Committee.

23 / 59

24 / 59

[Efforts on the Principles of the Corporate Governance Code]For pages and links to information on the principles stipulated in the Corporate Governance Code, please refer to the List ofDisclosure based on Corporate Governance Code on page 56.

Table of Contents
I Basic Management Policy, Management Plan........................................................................................................................ 26
I-1

Basic Management Policy (Our Mission, Our Vision, and Action Principles), Materiality (Principle 3.1 (i))....................... 26

I-2

Medium-to Long-term Management Direction (Principle 3.1 (i)) ....................................................................................... 27

I-3

Value Creation Process, Medium-term Management Plan (Principle 3.1 (i)) .................................................................... 28

I-4

Basic Views and Policies on Corporate Governance (Principle 3.1 (ii)) ............................................................................ 31

II Structure and Effectiveness of the Board of Directors ........................................................................................................ 31
II-1 Scope of Delegation to Management (Supplementary Principle 4.1.1)............................................................................. 31
II-2 Views on the Appropriate Balance of Knowledge, Experience and Skills, Diversity, and size of the Board of Directors
as a whole (Supplementary Principle 4.11.1).................................................................................................................... 32
II-3 Overview of each Organization, Status of Activities, etc. .................................................................................................. 33
II-4 Overview and Results of Analysis and Assessment of the Effectiveness of the Board of Directors(Supplementary Principle 4.11.3) .................................................................................................................................... 38
II-5 Training Policy for Directors (Supplementary Principle 4.14.2) ......................................................................................... 39
III Nomination and Compensation of Directors ........................................................................................................................ 39
III-1 Policies and Procedures for Appointment and Dismissal of Directors (Principle 3.1 (iv)).................................................. 39
III-2 Reasons for Appointment, Dismissal and Nomination of Directors (Principle 3.1 (v)) ....................................................... 39
III-3 Outside Directors’ Independence Decision Criteria (Principle 4.9) ................................................................................... 42
III-4 Information on Outside Directors who have Concurrent Posts (Supplementary Principle 4.11.2) .................................... 43
III-5 Establishment of Independent Nomination Committee and Compensation Committee(Supplementary Principle 4.10.1) .................................................................................................................................... 43
III-6 Policies and Procedures for determining Remuneration of Directors and Management(Principle 3.1 (iii)).................... 43

IV Sustainability, Human Capital ............................................................................................................................................... 48
IV-1 Actions on Sustainability and Investment in Human Capital and Intellectual Property, etc.
(Principle 2.3, Supplementary Principle 2.3.1, 3.1.3, and 4.2.2) ....................................................................................... 48
IV-2 Ensuring Diversity in Key Personnel within the Organization (Supplementary Principle 2.4.1)......................................... 51
V Relationships with Stakeholders ........................................................................................................................................... 52
V-1 Polies for the Establishment of Systems and Efforts for promoting Constructive Dialogue with Stakeholders(Principle 5.1).................................................................................................................................................................... 52
V-2 Procedures for approving related Party Transactions (Principle 1.7) ................................................................................ 53
VI Other ........................................................................................................................................................................................ 54
VI-1 Policies for Cross-shareholdings and Basis for exercise Voting Rights (Principle 1.4) ..................................................... 54
VI-2 Roles of Corporate Pension Funds as Asset Owners (Principle 2.6) ................................................................................ 55[List of Disclosures based on Corporate Governance Code] ................................................................................................. 56

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I Basic Management Policy, Management Plan
I-1

Basic Management Policy (Our Mission, Our Vision, and Action Principles), Materiality (Principle 3.1 (i))

MHC has established the Basic Management Policy (Our Mission, Our Vision, and Action Principles) as follows:[Basic Management Policy]<Our Mission> ~Our long-term goal~
Contribute to a prosperous and sustainable future by creating social value through maximizing the potential of assets.
<Our Vision> ~Objectives to achieve our long-term goal~
Solve social issues by developing unique and progressive businesses with consideration for the global environment.
Aim for sustainable growth through value co-creation with diverse stakeholders across the globe.
Enhance corporate value by evolving our business model through utilizing digital technology and data.
Foster an "open, creative and engaging" corporate culture that shapes each and every employee's motivation and pride.
Aim to be a trusted company by complying with laws and regulations, as well as implementing ethical corporate
management.
<Action Principles> ~Values and mindset to be held and actions to be taken by each and every employee~
Challenge:Challenge ourselves to look forward to the future with a sense of responsibility and commitment.

Digital:Drive digital innovation and expertise.

Communication:Communicate openly and honestly to build mutual understanding and trust.

Diversity:Embrace diversity and respect each other.

Sustainability:Act in harmony with people, society and the earth to create a sustainable world.

Integrity:Maintain the highest standards of ethics and integrity.

[Materiality]
MHC has identified the following six materiality issues as priority key challenges which must be addressed to achieve thesustainable development of the Group. The Basic Sustainability Policy consists of and integrates “Our Mission,” “Our Vision,” andthe materiality. In light of the significance of these materiality issues, the Group will proceed with effective management andbusiness activities aimed at solving the issues.
<Materiality of Mitsubishi HC Capital Group>① Promote a decarbonized society② Realize the circular economy③ Establish resilient social infrastructure④ Realize healthy lifestyles that promote positive wellbeing⑤ Create businesses utilizing the latest technologies⑥ Collaborate with partners locally and globally
Please refer to MHC’s website for details of our efforts on materiality.
https://www.mitsubishi-hc-capital.com/english/sustainability/materiality.html

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I-2

Medium-to Long-term Management Direction (Principle 3.1 (i))

In May 2022, MHC established Our 10-year Vision, “Together we innovate, challenge and explore the frontiers of the future,” as amilestone to achieve our long-term goal, Our Mission. It is positioned as a compass to navigate ourselves to achieve Our Mission
over the course of the three Medium-term Management Plans (“hop,” “step,” and “jump”).
It also formulated the following Medium-to Long-term Management Direction toward achieving Our 10-year Vision.
MHC will promote CX (Corporate Transformation) by organically combining SX: Sustainability Transformation / DX: Digital
Transformation through efforts for materiality, utilization of data and digital technologies, and so on, and a business portfoliotransformation for achieving the optimum portfolio.

27 / 59

Please refer to MHC’s website for details of the Medium- to long-term Management Direction
https://www.mitsubishi-hc-capital.com/corporate/direction/index.html

I-3

Value Creation Process, Medium-term Management Plan (Principle 3.1 (i))

MHC refined its Value Creation Process that describes how our Group creates value for each stakeholder, and formulated theMedium-term Management Plan (2025 MTMP) targeting the period from FY2023 to FY2025. The 2025 MTMP is positioned as
the “hop” plan of our three Medium-term Management Plans (the “hop,” “step,” and “jump”) toward Our 10-year Vision.
Please refer to MHC’s website for details of the 2025 MTMP.
Medium-term Management Plan | Mitsubishi HC Capital (mitsubishi-hc-capital.com)
Please refer to the Progress of the Medium-term Management Plan (2025 MTMP) －as of the Time of the Financial Results
Briefing for FYE3/2024 on our website for the progress of the 2025 MTMP.
https://www.mitsubishi-hc-capital.com/pdf/english/investors/mp_en_2024-2025.pdf
Please refer to pages 19 to 26 of the Integrated Report 2023 for MHC’s value creation process.
https://www.mitsubishi-hc-capital.com/pdf/english/investors2/library/various-reports/cr_en_2023.pdf[Initiatives for achieving Management with Awareness of Capital Cost and Share Price]
The Group believes that management with awareness of return on capital is important in order to achieve sustainable growth andthe enhancement of medium- to long-term corporate value. Based on this, MHC will move forward with investment in researchand development which leads to the creation of intellectual property and intangible assets, investment in human capital andfacilities, sustainability transformation (SX), digital transformation (DX), business portfolio transformation, and other efforts.
Through these initiatives, MHC will realize the appropriate allocation of its management resources. In addition, it will aim toenhance its medium- to long-term corporate value by achieving an optimal balance sheet based on well-balanced growth potential,
return on capital, and financial soundness.
Following its business integration in April 2021, MHC has formulated the Medium- to Long-term Management Direction(announced on May 16, 2022) and the Medium-term Management Plan for FY2023-FY2025 (“2025 MTMP”) (announced on May
15, 2023), through discussions at internal meetings and Board of Directors meetings. With the understanding that it is essential
to achieve profitability which constantly exceeds capital cost for the improvement of its market evaluation, including PBR, theBoard of Directors discussed the level of ROE which MHC aims to achieve in the medium- to long-term as part of Our 10-year
Vision. In terms of financial strength, MHC has discussed a balance sheet necessary for the “achievement of ROE that continues
to exceed the cost of shareholder equity with an increase to absolute profit,” rather than simply from the perspective of profit andloss statements, and has also had discussions on non-financial capital. Based on these discussions, it set a goal of an ROE ofapproximately 10% for the end of fiscal year 2025. The 2025 MTMP is positioned as the “hop” plan of the three Medium-termManagement Plans (“hop,” “step,” and “jump”) toward Our 10-year Vision (“Together we innovate, challenge and explore the
28 / 59

frontiers of the future”). MHC will address “sowing seeds” and “gaining a solid foothold” leading to a leap to the “step” and “jump”
plans.
Considering that theoretically PBR is calculated as expected ROE x expected PER = expected ROE x 1/(r-g) (r: ratio of the costof shareholder equity, g: expected profit growth rate), first, in order to achieve a PBR of 1.0 or higher, MHC will “foster expectationsof growth from the market” by “achieving ROE that continues to exceed the cost of shareholder equity with an increase to absolute
profit”, and increase its PER by maintaining these expectations. Next, it will further increase PER by “expanding financial capitalthrough the accumulation of non-financial capital,” “reducing the cost of shareholder equity by an appropriate engagement
strategy,” etc. Because these factors are mutually related, promoting the efforts above in a unified manner will lead to theenhancement of MHC’s corporate value including the constant increase of its PBR.
The following are items contained in the 2025 MTMP that will lead to the enhancement of corporate value.
Statements regarding “achieving ROE that continues to exceed the cost of shareholder equity with an increase toabsolute profit” and “fostering expectations of growth from the market”
Page 6:2-1. Financial Targets

Page 14:4-1. Business Strategies (for the Evolution and Layering of Business Models)Page 15:

4-2. Business Strategies (Vision of the Evolution and Layering of Business Models)Page 16:

4-3. Premise for Business Strategies (Financial Strategies that Support the Evolution and Layering ofBusiness Models)Page 17-18: 4-4. Business Strategies by Segment
Page 19:

4-5. Business Strategies (Key Themes across Segments)

Page 23:

6.

Frameworks to Promote Transformation

Statements regarding “expanding financial capital through the accumulation of non-financial capital” and “reducing
the cost of shareholder equity with appropriate engagement strategies”
Page 7:2-2. Non-Financial Targets

Page 11:

3-3. Value Creation Process (Expansion of Financial Capital through the Accumulation of Non-Financial Capital)

Page 21:
5. Corporate Functions Strategies
In addition, considering that theoretically PBR = expected ROE X expected PER, we will focus on and address the initiatives
below to enhance our PBR from the two perspectives of ROE and PER.
With the understanding that our current cost of shareholder equity is approximately 10%, as one of our financial targets in the2025 MTMP, we are aiming for an ROE of approximately 10%, and will work to improve this probability.
In order to increase profitability, we will promote portfolio management, including the replacement of assets, as well as newinvestments, and optimization of risk and return, in consideration of the strategies and risk factors at each business.
We will work on improving our evaluation from the market through the evolution and layering of business models, that is tosay, promoting the shift from conventional, simple leasing and financing to high value-added, high ROA businesses, andachieving growth by not simply staying on conventional paths.
We will work on reducing the cost of shareholder equity through the reduction of ESG risks and dialogues based on our
disclosed information, among other methods.
Beginning in FY2024, we will be conducting business-specific IR briefings, among other initiatives, aiming to increase
stakeholders’ understanding of our business.
The following figure explaining the initiatives above is also included in the “Initiatives for the Medium- to Long-term
Enhancement of Corporate Value” on page 1 of the Progress of the Medium-term Management Plan (2025 MTMP) －as of theTime of the Financial Results Briefing for FYE3/2024 on our website, so please also refer to this material.
https://www.mitsubishi-hc-capital.com/pdf/english/investors/mp_en_2024-2025.pdf

29 / 59

30 / 59

I-4

Basic Views and Policies on Corporate Governance (Principle 3.1 (ii))(Repost of page 1)
While emphasizing initiatives to achieve sustainable corporate growth and a medium-to long-term improvement in corporate value,
MHC aspires to contribute to a more prosperous society by respecting the rights and interests of all of its stakeholders—shareholders, customers, local communities, and employees—and fulfilling their trust in the Company.
With the recognition that it is one of its social responsibilities to ensure transparent and sound management, MHC continues towork on initiatives to enhance corporate governance by boosting the activity of the Board of Directors, reinforcing the Audit &Supervisory Committee and the internal audit system, ensuring timely and appropriate disclosures of information, and actively
engaging in investor relations (IR) and other activities.
[Basic Policies]<Fostering Sound Corporate Culture>
In accordance with Our Vision, which guides all of MHC’s activities, and the Mitsubishi HC Capital Group Code of Ethics andCode of Conduct, which serves as the standard for the decisions and behaviors of all employees, MHC strives to understandthe diversity of its various stakeholders including shareholders, customers, local communities, and employees and foster a
corporate culture that respects their rights and perspectives and sound corporate ethics.
<Ensuring Appropriate Information Disclosure and Transparency>
MHC conducts proactive and continuous information disclosure in order to be trusted and properly evaluated by each of its
stakeholders. It also establishes and appropriately operates internal systems to facilitate the swift and impartial disclosure of
accurate information regarding its management policies, business strategies, business activities, financial condition, etc. In
addition to the items it is required to disclose pursuant to laws and regulations, it actively and voluntarily discloses non-financial
information deemed useful to its stakeholders.
<Ensuring the Rights and Equal Treatment of Shareholders>
MHC takes appropriate steps to ensure that the rights of shareholders are secured and can be exercised effectively and allshareholders including minority shareholders and foreign shareholders are treated equally.
<Constructive Dialogue with Shareholders>Through events such as general shareholders meetings, financial results briefings and other domestic and overseas investor
relations (IR) events, MHC pursues proactive and constructive dialogue with diverse shareholders. It thereby seeks to gain
understanding from shareholders regarding matters such as its business strategies and further enhance corporate governancethrough dialogue.
<Ensuring Effectiveness of the Board of Directors>
All members of the Board of Directors, including Outside Directors, call upon their experience and insight as they engage in free
and open discussions, supporting appropriate risk-taking. In this manner, they adequately fulfill their duties and responsibilities
to achieve the sustainable growth of MHC, medium-to long-term improvement of its corporate value and enhancement of its
capital efficiency.

II Structure and Effectiveness of the Board of Directors
II-1 Scope of Delegation to Management (Supplementary Principle 4.1.1)
As a company with an audit & supervisory committee, MHC delegates business execution decisions to the Executive Committee
within an appropriate scope, a body which will deliberate and decide on important management matters, and expedites thedecision-making process, with the aim of strengthening the supervisory functions of the Board of Directors. In addition, MHC has
adopted an executive officer system, in order to further enhance and invigorate the functions of the Board of Directors by clarifying
the responsibilities related to the execution of business.
Executive Committee is composed of the President & CEO, Deputy President, and Executive Officers separately specified by the
President & CEO. The Committee will hold deliberations and make decisions on important matters, including the business
management of the Group, in addition to conducting preliminary deliberations on matters that are to be submitted to the Board of
Directors to facilitate decision-making by the Board of Directors.

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[Initiatives to further enhance the supervisory functions of the Board of Directors]
In order to further accelerate decision-making in management and secure time for the Board of Directors’ deliberations onimportant matters, following multiple discussions at the Governance Committee with Independent Outside Directors, revisions
dated October 1, 2023 were made to the standards for items to be submitted to and authorized by the Board of Directors, and thescope of responsibilities entrusted to the Executive Committee, etc. were expanded.

II-2 Views on the Appropriate Balance of Knowledge, Experience and Skills, Diversity, and size of theBoard of Directors as a whole (Supplementary Principle 4.11.1)
MHC assumes that the Board of directors shall possess skills in “overall management,” “finance,” “financial accounting,” “legal
affairs, compliance, and risk management,” “global business”, “IT and DX” and other areas, in view of the business lineup.
MHC recognizes that diversity of Directors is important for purposes of strengthening the function of the Board of Directors, andthat gender, nationality, and race are factors which should be considered.
On the other hand, MHC believes that it is not necessarily desirable, for purposes of strengthening the functions of the Board of
Directors, to elect a Director with a certain attribute merely to comply with formal and external diversity requirements even when
they lack the qualities and abilities that are required for the role.
Therefore, MHC believes, as a desirable way of achieving diversity within MHC, that it is necessary to consider whether such
Director is expected to perform the necessary skills and possesses the ability in light of the respective management environment
as a top priority, and electing a desirable person without restrictions on gender, nationality, race, age, career, etc. Based on sucha view, MHC will continue to determine the appropriate composition of the Board of Directors.
Currently, it assumes that MHC’s Board of Directors consists of Directors from a variety of business categories and industries,
and has an appropriate number of members to ensure a balanced composition of appropriate skills and diversity.
Although no foreign Director has been elected, MHC acknowledges that the Board of Directors has been performing a sufficient
supervisory function, as it has elected several Directors who possess a wealth of international business experience, and hasreceived valuable opinions on global business development.
[Changes in the ratios of the Board of Directors]

Ratio of Non-executive
Directors

Ratio of Independent
Outside Directors

42%
67%

53%
April 2021

June 30, 2023

33%

April 2021

June 30, 2023

Number of Directors

Non-executive Directors

Independent Outside Directors

April 2021
(at the time of business integration)

15

53%

33%

June 30, 2021

15

60%

33%

June 30, 2022

14

57%

36%

June 30, 2023

12

67%

42%

June 30, 2024

12

67%

42%

32 / 59

[Areas of Particular Expertise held by MHC’s Board of Directors (Skill Matrix)]
Areas of Expertise

Name

Position

Takahiro Yanai

Legal
Affairs,
Financial
Compliance,
Accounting
and RiskManagement

OverallManagement

Finance

Director,
Chairman〇〇Taiju Hisai

Representative Director,
President & CEO

〇

〇

〇

Aiichiro
Matsunaga

Representative Director,
Deputy President

〇

〇

〇

Kazumi Anei

Director,
Deputy President〇〇

Haruhiko Sato

Director,
Managing Executive Officer〇

Yuri Sasaki

Director(Outside Director)(Independent Director)〇

KayokoKawamura

Director(Outside Director)(Independent Director)

Shota Kondo

Director(Outside Director)〇〇

Yoshitaka Shiba

Director, Audit & Supervisory
Committee Member〇〇

Hiroyasu Nakata

Director, Audit & Supervisory
Committee Member(Outside Director)(Independent Director)

Hiroko Kaneko

Director, Audit & Supervisory
Committee Member(Outside Director)(Independent Director)

Masayuki Saito

Director, Audit & Supervisory
Committee Member(Outside Director)(Independent Director)〇

GlobalBusiness

IT and DX

〇

〇

〇

〇

〇

〇

〇

〇

〇

II-3 Overview of each Organization, Status of Activities, etc.
1. Matters concerning the Board of Directors
MHC implements a system to manage and operate business in line with the basic policy decided by the Board of Directors.
Each Outside Director has qualities appropriate for their positions, giving the Board of Directors a set of diversified andsufficient skills.
In addition, for timely, appropriate, and smooth provision of information particularly to Outside Directors, the General Affairs
Department serves as the secretariat for the Board of Directors, and the Audit & Supervisory Committee Office has been
established to assist the duties of the Audit & Supervisory Committee.
Each year, all Directors conduct a review and evaluation of the Board of Directors over the previous year. In addition,
discussions attended only by Independent Outside Directors are held regularly, and in the event that an issue, etc. is raised
there, it will be appropriately responded to and improved.
33 / 59

2. Matters concerning the Governance Committee, Nomination Committee, and Compensation Committee
MHC has established the Governance Committee, which consists of the Outside Directors, Representative Directors, etc., andhas exchanged a wide range of opinions on the improvement of the Board of Directors’ effectiveness and other mattersregarding the Board of Directors, in order to work on the improvement of the soundness, transparency, and fairness of MHC’s
management.
MHC has also established the Nomination Committee and Compensation Committee, of which Independent Outside Directors
comprise the majority, as advisory bodies of the Board of Directors.
Please refer to II-1. [Establishment of Voluntary Committees] (page 10) of this report for the overview of each committee.
3. Matters concerning Business Execution
As a company with an audit & supervisory committee, MHC delegates business execution decisions to the Executive
Committee within an appropriate scope, a body which will deliberate and decide on important management matters, andexpedites the decision-making process, with the aim of strengthening the supervisory functions of the Board of Directors. In
addition, MHC has adopted an executive officer system, in order to further enhance and invigorate the functions of the Boardof Directors by clarifying the responsibilities related to the execution of business.
The Executive Committee, a body which will deliberate and decide on important management matters, is composed of the
President & CEO, Deputy President, and Executive Officers separately specified by the President & CEO. The Committee willhold deliberations and make decisions on important matters, including the business management of the Group, in addition to
conducting preliminary deliberations on matters that are to be submitted to the Board of Directors to facilitate decision-making
by the Board of Directors.
4. Status of Audits(1) Department in charge of Internal Audits
MHC has established the Internal Audit Department as a department in charge of internal audits. In order to ensure
independence and objectiveness, the Internal Audit Department adopts a structure under which its members do notconcurrently perform the operations of business execution divisions.
The Internal Audit Department systematically implements internal audits based on an annual audit plan, and reports theaudit results to the Representative Directors, the Board of Directors, and the Audit & Supervisory Committee.
With regard to findings that require improvement, for which guidance was provided to the divisions subject to audits(important findings), those divisions are to report the results of improvement to the General Manager of the Internal Audit
Department, and the Internal Audit Department reports the important findings to Representative Directors, in order toensure the effectiveness of the audit.
In addition, the General Manager of the Internal Audit Department builds collaborative relationships with MHC's Audit &Supervisory Committee, auditors, accounting auditors, etc. of Group companies, on a regular basis and as necessary,such as by exchanging relevant information with them, and works to ensure the efficient implementation of the audit.
(2) Audit & Supervisory Committee
The Audit & Supervisory Committee comprises a total of four persons, including three Independent Outside Directors (parttime Audit & Supervisory Committee members) and one Internal Director (a full-time Audit & Supervisory Committee
member).
Through the following activities, the Audit & Supervisory Committee works to conduct objective and effective audits froman independent position.
Major Audit & Supervisory Committee Activities

Deliberations, etc. among the Audit& Supervisory Committee

Formulation of audit policies, audit plans, and priority audit items for the year
Reporting on business execution by business execution divisions
Matters related to business reporting, financial results documents, etc.
Reporting on the Accounting Auditor’s audit plans, the status of audits, and audit results
Reporting on the Internal Audit Department’s audit plans, the status of audits, and audit
results

On-site observations of offices inJapan and overseas

On-site observations of offices of MHC and its Group companies in Japan and overseas

Meetings with the management
team

Regular opinion exchanges with Representative Directors, Business Division Heads, andCorporate Center Division Heads
Opinion exchanges with Group companies’ management members

34 / 59

The major activities of full-time Audit & Supervisory Committee members are as follows. The results of these activities are reported to the
Audit & Supervisory Committee, or shared with part-time Audit & Supervisory Committee members, increasing the effectiveness of the
Audit & Supervisory Committee’s activities.
Major Full-time Audit & Supervisory Committee Member Activities
Attendance at meetings

Attendance at Executive Committee meetings and other committee meetings held bybusiness execution divisions, information collection, etc.

On-site audits and observations ofoffices in Japan and overseas

On-site audits and observations of offices of MHC and its Group companies in Japan andoverseas, information collection, etc.

Inspection of documents

Inspection of important documents, examination of content

Meetings with the management
team

Regular and ad-hoc meetings with Representative Directors, etc.

Discussions with internal control
departments

Regular and ad-hoc meetings with accounting departments, risk management departments,and legal and compliance departments

Discussions with Group company
auditors, etc.

Regular and ad-hoc meetings with auditors, etc. at domestic and overseas Group companies

Discussions with the Accounting
AuditorRegular and appropriate meetings with the Accounting Auditor

Full-time Audit & Supervisory Committee members collect wide-ranging information by attending major meetings,
confirming important documents, and collaborating with the Internal Audit Department and internal control departments.
They report on important matters to external Audit & Supervisory Committee members, and for particularly importantmatters, they issue instructions for additional reporting to related parties to include such matters in agenda items for the
Audit & Supervisory Committee.
Organically combining the resolute independence of external Audit & Supervisory Committee members with the information
gathering capabilities of internal Audit & Supervisory Committee members serves to enhance the effectiveness of the Audit& Supervisory Committee’s activities. Matters recognized through these activities are appropriately communicated tobusiness execution divisions, and advice is given as necessary.
Audit & Supervisory Committee Members and Outside Directors who are not members of the Audit & Supervisory
Committee are able to collaborate as necessary through exchanging information at Board of Directors meetings andGovernance Committee meetings, etc. Further, the effectiveness of Audit & Supervisory Committee activities is enhanced
through discussions among Independent External Directors alone.
(3) Accounting Auditor
Accounting audits are implemented by Deloitte Touche Tohmatsu LLC in collaboration with the Audit & Supervisory
Committee and the Internal Audit Department, based on an audit agreement, and in conjunction with matters such as theprovision of relevant information by the internal control offices.
The Company (then Diamond Lease Company Limited) concluded an audit agreement with Deloitte Touche Tohmatsu LLC(then Nishikata Audit Corporation) in 1980. Subsequently, after changing its trade name to Mitsubishi UFJ Lease & Finance
Company Limited by merging with UFJ Central Leasing Co., Ltd. in April 2007, and to Mitsubishi HC Capital Inc.by merging
with Hitachi Capital Corporation in April 2021, it has maintained the audit agreement with Deloitte Touche Tohmatsu LLC.
Certified public accountants that performed the accounting audit operations of MHC in fiscal year 2023 were Mr. Motohiro
Shimizu, Mr. Masashi Tsurumi, and Mr. Aki Saito, who are Designated Limited Liability Partners and Engagement Partnersof Deloitte Touche Tohmatsu LLC.
In addition, 14 certified public accountants and 40 other staff members were involved in the audit operations above, in
assistant roles.
The Audit & Supervisory Committee establishes standards for appointing and evaluating the Accounting Auditor inconsideration of the present status of MHC as it expands globally, and every fiscal year conducts evaluations of the
Accounting Auditor based on these standards and confirms the appropriateness of reappointing the Accounting Auditor.
The major standards used in appointments and evaluations are as follows.
① Independence of the Accounting Auditor② Auditing ability③ Quality management④ Ability to handle a global network
35 / 59

[List of Each Committee Members]
Name

Title

Board ofDirectors

Takahiro Yanai

Director,
ChairmanTaiju Hisai

Audit &
Supervisory
Committee

GovernanceCommittee

Nomination
Committee

Compensation
Committee◎◎◎

Representative Director,
President & CEO〇〇

Aiichiro Matsunaga

Representative Director,
Deputy President〇〇

Kazumi Anei

Director,
Deputy President〇

Haruhiko Sato

Director,
Managing Executive Officer〇

Yuri Sasaki

Director(Outside Director)(Independent Director)

〇

〇

〇

〇

Kayoko Kawamura

Director(Outside Director)(Independent Director)

〇

〇

〇

〇

Shota Kondo

Director(Outside Director)

〇

〇

〇

〇

Yoshitaka Shiba

Director, Audit & Supervisory
Committee Member

〇

◎

〇

Hiroyasu Nakata

Director, Audit & Supervisory
Committee Member(Outside Director)(Independent Director)

〇

〇

〇

〇

〇

Hiroko Kaneko

Director, Audit & Supervisory
Committee Member(Outside Director)(Independent Director)

〇

〇

〇

〇

〇

Masayuki Saito

Director, Audit & Supervisory
Committee Member(Outside Director)(Independent Director)

〇

〇

〇

〇

〇

◎

(Notes) ◎：Chairman, 〇：Member[Status of Activities of the Board of Directors, Audit & Supervisory Committee, and Other Committees (Frequency of
Meetings, Specific Discussion Items, Attendance of Directors and Committee Members)](1) Board of Directors
Board of Directors meetings are held every month, in principle. The meetings were held 15 times in fiscal year 2023, whereimportant management matters such as the Medium-term Management Plan, major investment projects, businessstrategies of each business division, and IR activities were deliberated and decided. In addition, the rationality of crossshareholdings was verified. Furthermore, the status of audit is reported from the Audit & Supervisory Committee in a timely
manner.
The content of matters deliberated on by the Executive Committee and its advisory committees regarding risk management,compliance, sustainability, etc. at MHC is regularly reported to the Board of Directors. Important policies and other matters
are deliberated upon by the Board of Directors.

36 / 59

Aiming to further accelerate the management decision-making process and secure more time for the Board of Directors todeliberate important matters, MHC reviewed the standards for items to be submitted to and authorized by the Board of
Directors and expanded the scope of matters delegated to the Executive Committee, etc. as of October 1, 2023, after
having multiple discussions with Independent Outside Directors at the Governance Committee.
Attendance at the Board of Directors meetings by Directors and Audit & Supervisory Committee Members in fiscal year
2023 was as follows:

15/15 times (100%)

Takahiro Yanai, Taiju Hisai, Kazumi Anei, Haruhiko Sato, Hiroyasu Nakata, Yuri Sasaki, Akira Hamamoto,
Koichiro Hiraiwa, Hiroko Kaneko

14/15 times (93%)

Masayuki Saito

13/15 times (87%)

Takuya Kuga

(2) Audit & Supervisory Committee
Audit & Supervisory Committee meetings are held every month, in principle. Audit & Supervisory Committee meetings
were held 15 times in fiscal year 2023, where the activities described in 4. Status of Audits, (2) Audit & Supervisory
Committee (page 34) were conducted.
Attendance by Directors in fiscal year 2023 was as follows:
15/15 times (100%)

Akira Hamamoto, Koichiro Hiraiwa, Hiroko Kaneko, Masayuki Saito(3) Governance Committee
Committee meetings were held six times in fiscal year 2023, and conducted PDCA for effectiveness assessment by
deliberating the manner of effectiveness assessment for the Board of Directors and the analysis of the assessment results.
Also, the standards for items to be submitted to and authorized by the Board of Directors was reviewed in order to secure
more time for the Board of Directors to deliberate important matters. In addition, deliberation was made on theestablishment of guidelines regarding the holding of MHC’s shares by Directors so that profits are appropriately shared
between Directors and other stakeholders including shareholders.
Attendance by Directors in fiscal year 2023 was as follows:

6/6 times (100%)

Takahiro Yanai, Taiju Hisai, Hiroyasu Nakata, Yuri Sasaki, Takuya Kuga, Akira Hamamoto, Koichiro Hiraiwa,
Hiroko Kaneko, Masayuki Saito(4) Nomination Committee
Committee meetings were held six times in fiscal year 2023, which deliberated succession plans for the President & CEO and
Representative Director candidates, skills that the Directors should have (skill matrix), etc.
Attendance by Directors in fiscal year 2023 was as follows:
6/6 times (100%)

Takahiro Yanai, Hiroyasu Nakata, Yuri Sasaki, Takuya Kuga, Koichiro Hiraiwa, Hiroko Kaneko, Masayuki Saito(5) Compensation Committee
Committee meetings were held seven times in fiscal year 2023, which deliberated the Directors’ remuneration scheme andstandards, verified the amount paid as performance-based compensation, and deliberated the adoption of a performancebased stock compensation plan.
Attendance by Directors in fiscal year 2023 was as follows:
7/7 times (100%)

Taiju Hisai, Hiroyasu Nakata, Yuri Sasaki, Takuya Kuga, Koichiro Hiraiwa, Hiroko Kaneko

6/7 times (86%)

Masayuki Saito

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II-4 Overview and Results of Analysis and Assessment of the Effectiveness of the Board of Directors(Supplementary Principle 4.11.3)
MHC has continued efforts to further improve the effectiveness of the activities of the Board of Directors based on reviews andassessments by all of the Directors on their activities throughout the year for the purpose of maintaining and enhancing thefunctions of the Board of Directors. Response to issues of fiscal 2022 and an overview of the assessment of the effectiveness of
the Board of Directors for fiscal 2023 are as follows:＜Response to Issues of Fiscal 2022＞
Issues in FY2022

Response to Issues

Securing time for deliberationaccording to the level ofimportance of each agenda
item

Review the standards for items to be submitted to the Board of Directors and appropriately change thefrequency of reports from each advisory committee of the Executive Committee

Improving explanations ofagenda items

Enhance preliminary explanations of important agenda items
Start a system for Directors to submit questions in advance and for relevant departments to answer themThoroughly clarify the points of materials, simplify them, unify their formats, etc.
Bring forward the deadline for providing materials
Conduct ongoing reporting of the current status of each unit and each business division

Promoting understanding ofbusiness

Provide ongoing explanations of business details from each Division Head at the Corporate Center to
Outside Directors at the Audit & Supervisory Committee
Visit domestic sites and investee facilities
Conduct interviews between Outside Directors and overseas Group companies’ management and visits
to overseas sites
Continue to hold meetings of Independent Outside Directors only

Enhancing communication

Hold meetings for the exchange of opinions between Independent Outside Directors, the Chairman, and
the President & CEO

Providing opportunities for
self-development

Enhance opportunities for obtaining information on currently appropriate themes such as DX andsustainability＜Evaluation of the Effectiveness of the Board of Directors in Fiscal 2023＞
Having confirmed the validity of the self-assessment method used for fiscal 2022, MHC decided to conduct a survey of all
Directors on the effectiveness of the Board of Directors, Governance Committee, Nomination Committee, andCompensation Committee, for fiscal 2023 as well.
Assessment
MannerFebruary 2024
Governance Committee• Decided to conduct asurvey using aquestionnaire.
(discussed questions forthe questionnaire)

April・May 2024
Governance Committee

March 2024

• Finalized questions
based on the discussion
in February.
• All Directors answered
the questionnaire.

May 2024
Board of Directors• Summarized the evaluation• Confirmed issues andof the effectiveness in fiscal
discussed responses to the2023.
issues in the GovernanceCommittee meetings in April
and May based on the
results of the questionnaire.

The major results of the assessment above are shown below:①

It was determined that MHC’s Board of Directors, etc. are sufficiently performing their roles.
Following the review of the standards for items to be submitted to the Board of Directors in October 2023, lively
discussions were held in the latter half of the fiscal year because it became possible to use more time fordeliberation over important agenda items. This led to fostering mutual understanding and common awarenessamong Directors.
Information has been provided to Outside Directors in various forms, and opinions have been exchanged in an
atmosphere where it is easy to exchange questions and opinions.
Effective measures have been implemented to solve all of the issues that were recognized in the previous
effectiveness assessment. For example, Directors’ understanding of business was enhanced through meetings ofIndependent Outside Directors only, visits to domestic and overseas offices, etc.
Substantial deliberation has been conducted with the Governance Committee, Nomination Committee, and theCompensation Committee based on appropriate provision of information.

②

Meanwhile, it has been recognized that there is room for improvement in matters (themes) to be discussed in the
Board of Directors, Governance Committee, Nomination Committee, and the Compensation Committee, the contents
of materials and explanations to further enhance the effectiveness of the Board of Directors, etc., information provisionframeworks, further enhancement of communication, and other matters. We will address the further enhancement ofcorporate governance by steadily implementing efforts to resolve every issue.

Results

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II-5 Training Policy for Directors (Supplementary Principle 4.14.2)
MHC provides briefings on matters including the corporate mission, business conditions, and corporate governance to newlyappointed Outside Directors. After taking office, Directors are given information on training opportunities such as seminars heldby external organizations on the latest corporate governance trends, digital transformation, and sustainability.
In addition, Outside Directors have fostered cooperation by exchanging and sharing a variety of information through opinion
exchange meetings, in which only the Governance Committee, which serves as an advisory body to the Board of Directors, andOutside Directors participate.
MHC bears the full cost related to the training of Directors.

III Nomination and Compensation of Directors
III-1 Policies and Procedures for Appointment and Dismissal of Directors (Principle 3.1 (iv))
The Board of Directors resolves the appointment of candidates to serve as Directors after the Nomination Committee, of which
Independent Outside Directors comprise the majority, holds discussions in advance based on the selection standards described
below. The Board of Directors also resolves the appointment of candidates to serve as Directors who are also Audit & Supervisory
Committee Members after the Nomination Committee discusses it and the Audit & Supervisory Committee agrees to it.
In addition, if Directors are found to meet the dismissal standards described below, their dismissal is deliberated by the Nomination
Committee in a timely manner and decided by the Board of Directors.
[Selection Standards]
1. Directors and Audit & Supervisory Committee Members should have the mental and physical soundness sufficient to executebusiness.
2. Directors and Audit & Supervisory Committee Members should be persons who are well respected, possess excellent
integrity and hold themselves to high ethical standards.
3. Directors and Audit & Supervisory Committee Members should have a law-abiding mentality.
4. Directors and Audit & Supervisory Committee Members should be expected to make objective judgments regarding
management and have excellent insight and perspicacity.
5. It is reasonable to consider that the candidates will help strengthen the functions of the Board of Directors in view of theirknowledge, experience, capabilities, and similar factors.
6. In addition to 1. to 5. above, candidates for Outside Directors should (i) have experience, achievements and knowledge intheir fields of specialization, (ii) be able to contribute to the implementation of appropriate decision-making and management
supervision of the Board of Directors, and (iii) be expected to secure the time necessary to fulfill their duties.
7. Candidates for reappointment should have performed roles expected of them during each of their previous assignments.
[Dismissal Standards]
1. Director significantly damaged the value of MHC by neglecting their duties.
2. Director violated laws, articles of incorporation, or other regulations/rules of MHC, or conducted an act against public order
and/or morals, which caused serious damage to MHC or hindrance to the business of MHC as a result.
3. Director is deemed to not meet the selection standards for Directors.

III-2 Reasons for Appointment, Dismissal and Nomination of Directors (Principle 3.1 (v))
MHC states the reasons for selecting all Directors candidates (including Directors who serve as the Audit & Supervisory Committee
Members) in the Notice of Convocation of the Annual General Meeting of Shareholders (reference material).
The reasons for appointing the 12 Directors at the 53rd Annual General Meeting of Shareholders held on June 25th, 2024 are as
follows.

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(As of June 25, 2024)
Candidate’s
Name

Takahiro Yanai

Taiju Hisai

Aiichiro Matsunaga

Kazumi Anei

Haruhiko Sato

Yuri Sasaki

Title

Reasons for Appointment and Expected Role

Director, Chairman

Since 2017, Mr. Takahiro Yanai has served as the President & CEO of Mitsubishi UFJ
Lease & Finance Company Limited based on his management experience at a major
Japanese financial institution. He has a wealth of experience as the chief of execution of
duty leading the management of the Company as it expands globally. By using deep
knowledge based on his experience, he has been in charge of supervision of management
as a non-Executive Director, Chairman since April 2023. We have deemed him to be thebest candidate to aim for further improvement of the soundness of the management of theCompany and enhancement of corporate value over the medium to long term. We havetherefore appointed him as a candidate for Director.

Representative
Director,
President & CEO

Since 2021, Mr. Taiju Hisai has served as the Deputy President and an Executive Officer of
the Company and has led the overall business of the Company based on a wealth ofmanagement experience at a major Japanese financial institution. He has served as theRepresentative Director, President & CEO, and an Executive Officer acting as the chief ofexecution of duty since April 2023. He has sufficient experience and knowledge to assume
business management of the Company as it expands globally. We have deemed him to be
the best candidate to take command of business as the Representative Director, President& CEO, and an Executive Officer and to aim for the Company’s sustainable growth andimprovement of corporate value over the medium to long term. We have therefore appointed
him as a candidate for Director.

Representative
Director,
Deputy President

Since April 2024, Mr. Aiichiro Matsunaga has served as the Deputy President, andExecutive Officer of the Company. With his wealth of management experience at a major
Japanese general trading company, he has managed the overall operations to assist the
President. He has sufficient experience and knowledge to assume business management of
the Company as it expands globally. We expect him to contribute to the Company’ssustainable growth and improvement of corporate value over the medium to long term as an
Executive Director and have therefore appointed him as a candidate for Director.

Director,
Deputy President

Mr. Kazumi Anei has served as an Executive Officer and the Chief Marketing Officer ofHitachi Capital Corporation since 2016 and 2020, respectively, and since 2021, he has led
the overall business of the Company as the Director, Deputy President, and an Executive
Officer of the Company. He has sufficient experience and knowledge to assume business
management of the Company as it expands globally. We expect him to contribute to theCompany’s sustainable growth and improvement of corporate value over the medium tolong term as an Executive Director and have therefore reappointed him as a candidate for
Director.

Director Managing
Executive Officer

Mr. Haruhiko Sato currently assumes the positions of the Head of the Corporate & Strategic
Planning Division and CFO, serving as the Director, Managing Executive Officer of theCompany. He has a wealth of experience at a major Japanese general trading company, as
well as experience and knowledge in the corporate division, which he has cultivated while
engaged in the business management of the Company as it expands globally. We expect
him to utilize this background and contribute to the Company’s sustainable growth andimprovement of corporate value over the medium to long term as an Executive Director. We
have therefore reappointed him as a candidate for Director.

Director(Outside Director)(Independent Director)

Ms. Yuri Sasaki has been contributing to appropriate decision-making and supervision of
overall management by the Board of Directors as an independent Outside Director based onher academic knowledge as a university professor as well as outstanding knowledge and awealth of experience as an international finance researcher. We have therefore appointed
her to a Director position.
We expect her to use her knowledge and expertise to contribute to appropriate decisionmaking and supervision of overall management by the Board of Directors as an independent
Outside Director from an objective perspective independent of executive management
responsible for the execution of duty and to contribute to the improvement of the soundness,transparency, and fairness of the management of the Company as a member of theGovernance Committee, Nomination Committee and Compensation Committee.

40 / 59Candidate’s
Name

Kayoko Kawamura

Title

Director(Outside Director)(Independent Director)

Reasons for Appointment and Expected Role

Ms. Kayoko Kawamura has a wealth of experience and knowledge in DX, having
previously served as a systems engineer and head of application development for
financial institutions among other positions at IBM Japan, Ltd., and is currently
primarily responsible for supporting digital transformation (DX) for clientcompanies. In addition, since she has experience in the management ofcorporate organizations as a part-time officer, we have determined that she cancontribute to appropriate decision-making and supervision of overall managementby the Board of Directors as an independent Outside Director and are therefore
appointing her as a new candidate for Director.
We expect her to use her knowledge to advise us on the promotion of DX, one of
our important measures, to contribute to appropriate decision-making andsupervision of overall management by the Board of Directors as an independent
Outside Director from an objective perspective independent of executive
management responsible for executing business and to contribute to theimprovement of the soundness, transparency, and fairness of the management of
the Company as a member of the Governance Committee, Nomination
Committee and Compensation Committee.
Mr. Shota Kondo has a wealth of management experience at a major Japanese general
trading company, as well as a deep knowledge of Japanese and international businesses.
We have determined that he can use his experience and knowledge from a practicalperspective to contribute to appropriate decision-making and supervision of overallmanagement by the Board of Directors as an Outside Director. We have therefore
appointed him to a Director position.

Shota Kondo

Director(Outside Director)

As Mr. Kondo concurrently serves as the Executive Vice President of Mitsubishi
Corporation, a major shareholder of the Company, he is not designated as an Independent
Director. Mitsubishi Corporation is an important business partner for the Company to work
together with to aim for the improvement of corporate value. Among other positions,
including overseas assignments in the U.S., he had served as the General Manager of the
Natural Gas Group CEO Office and the General Manager of the Corporate Strategy &Planning Dept. Currently, he serves as the Group CEO of the S.L.C. (Smart-Life Creation)
Group. We expect to utilize Mr. Kondo’s management experience and extensive knowledgeof overall Japanese and international businesses for the Company’s management andeffectively utilize advice from him, who has served as a chief of business areas ofcollaboration between Mitsubishi Corporation and the Company. We deem that this will leadto the improvement of the Company’s corporate value and contribute to the enhancement of
the interests of all shareholders, including minority shareholders.
Mr. Kondo has indicated his intention to perform his duties as a Director for the benefit of
the Company and not for any specific shareholder. If any item of business posing a conflictof interest between Mitsubishi Corporation and the Company is submitted to the Company’s
Board of Directors, he will participate in neither the resolutions nor the deliberations.
We expect him to use his knowledge to contribute to appropriate decision-making andsupervision of overall management by the Board of Directors as an Outside Director and tocontribute to the improvement of the soundness, transparency, and fairness of the
management of the Company as a member of the Governance Committee, Nomination
Committee and Compensation Committee.

Yoshitaka Shiba

Director, Audit &Supervisory
Committee Member

Mr. Shiba has experience as the Group CAO (Chief Audit Officer) and the General Managerof the Internal Audit Division in addition to his management experience at Japan’s leading
financial institution. We have appointed him as a Director with the expectation that, by
taking advantage of his knowledge and expertise, he would contribute to ensuring the soundmanagement of the Company as a Director who is also an Audit & Supervisory Committee
Member.

41 / 59Candidate’s
Name

Hiroyasu Nakata

Hiroko Kaneko

Masayuki Saito

Title

Director, Audit &Supervisory
Committee Member(Outside Director)(Independent Director)

Director, Audit &Supervisory
Committee Member(Outside Director)(Independent Director)

Director, Audit &Supervisory
Committee Member(Outside Director)(Independent Director)

Reasons for Appointment and Expected Role
We have determined that, based on his deep knowledge as a legal expert, Mr. Hiroyasu
Nakata can contribute to the Board of Directors’ appropriate decision-making and overallmanagement supervision as an Independent Outside Director, and to neutral and objective
audits, and therefore appointed him as a Director.
We expect that he will contribute to ensuring the sound management of the Company as an
Independent Outside Director and contribute to improving the soundness, transparency, andfairness of management as a member of the Governance Committee, the Nomination
Committee, and the Compensation Committee, based on the above knowledge and from an
objective perspective independent from the management team that executes duty.
Based on her extensive experience at major audit firms and as a university professor, as
well as her in-depth knowledge as an accounting expert, she has contributed to the Board of
Directors’ appropriate decision-making and overall management supervision as an
Independent Outside Director and to neutral and objective audits and has therefore beenreappointed as a Director.
We expect that she will contribute to ensuring the sound management of the Company asan Independent Outside Director, and contribute to improving the soundness, transparency,
and fairness of management as a member of the Governance Committee, the Nomination
Committee, and the Compensation Committee, based on the above knowledge and from an
objective perspective independent from the management team that executes duty.
Based on his extensive management experience at Japan’s leading manufacturer and his
extensive knowledge in the finance and accounting fields, Mr. Masayuki Saito has been
contributing to the Board of Directors’ appropriate decision-making, overall management
supervision, and neutral and objective audits as an Independent Outside Director. We havetherefore ppointed him as a Director.
We expect that he will contribute to ensuring the sound management of the Company as an
Independent Outside Director and contribute to improving the soundness, transparency, andfairness of management as a member of the Governance Committee, the Nomination
Committee, and the Compensation Committee, based on the above knowledge and from an
objective perspective independent from the management team that executes duty.

III-3 Outside Directors’ Independence Decision Criteria (Principle 4.9)
(Repost of page 11)“Outside Directors’ Independence Decision Criteria” prescribed by MHC are as follows:[Outside Directors’ Independence Decision Criteria]
MHC shall judge the independence of Outside Directors by confirming if they fall under any of the following items (1) through (6)at any time in the past three fiscal years, and considering if the individual is independent objectively and substantially from multiple
perspectives, assuming that they are meeting the requirements of Independent Directors/Auditors specified by financial
instruments exchanges in Japan, such as the Tokyo Stock Exchange.
(1) Major shareholder (i.e., a shareholder holding 10% or more of the total voting rights) of MHC or an Executive thereof (Note 1)(2) Executive of a lender of MHC that exceeds MHC’s standard (Note 2)(3) Executive of a business partner of MHC that exceeds MHC’s standard (Note 3)(4) Consultant, attorney-at-law, certified public accountant, or other person who provides professional services, who receives
more than 10 million yen per fiscal year in monetary or other assets from MHC, excluding officers’ remuneration(5) Representative partner or partner of MHC’s Accounting Auditor(6) Person who belongs to an association which receives donations from MHC exceeding a certain amount (Note 4)(Note 1)An Executive refers to an Executive Director, Executive Officer, or other employee.

(Note 2)A lender that exceeds MHC’s standard refers to a lender from whom the amount MHC has borrowed exceeds 2% of
the consolidated total assets of MHC.

(Note 3)A business partner that exceeds MHC’s standard refers to a business partner whose dealings with MHC have a value
equal to more than 2% of the consolidated net sales of MHC or of the relevant business partner.
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(Note 4)

Donations exceeding a certain amount refers to donations exceeding 10 million yen per fiscal year.

Even if a candidate qualifies under any of items (1) through (6) above, if there are special circumstances to designate the relevant
candidate as an Independent Director/Auditor and he/she is judged to be substantially independent, and is to be registered as an
Independent Director/Auditor with a financial instruments exchange in Japan, such as the Tokyo Stock Exchange, the reason forthe candidate’s eligibility shall be explained and disclosed at the time of registration and in the reference documents for a generalshareholders meeting concerning the agenda of the election of the candidate as an Outside Director or Audit & Supervisory
Committee Member.

III-4 Information on Outside Directors who have Concurrent Posts (Supplementary Principle 4.11.2)
Regarding the nomination of Director candidates, MHC makes a decision after consideration of the situation surrounding the
concurrent posts, and consideration of whether such candidate could sufficiently perform their expected duties as Company
Director.
MHC considers that current Directors put sufficient time and effort into their work to fulfill their respective roles and responsibilities
appropriately.
Information on Directors who have concurrent positions has been included in page 9 of Other Matters Subject to the Electronic
Provision Measures for the 53rd Annual General Meeting of Shareholders (Matters omitted from Documents Delivered toShareholders.)
https://www.mitsubishi-hc-capital.com/pdf/english/investors/agm2023_02.pdf

III-5 Establishment of Independent Nomination Committee and Compensation Committee(Supplementary Principle 4.10.1)
MHC has established the Nomination Committee and Compensation Committee as advisory bodies to the Board of Directors witha view to strengthening the independence, objectivity, and accountability of the functions of the Board of Directors regarding
matters including the nomination and compensation of Directors.
The Nomination Committee discusses the appointment of Directors, the succession plan for the President & CEO, the knowledge,
experience, skills, etc. that the Directors should have, and other matters.
Compensation Committee regularly monitors the Directors’ remuneration system of MHC in comparison with the market standard
by using an external specialized agency, and discusses policies concerning the systems, standards, etc. for Directors’
remuneration.
Members of the Nomination Committee and Compensation Committee shall be selected by the Board of Directors, and items
discussed in the committees shall be resolved by a majority of committee members in attendance. It is stipulated in internal rulesthat the Board of Directors shall make decisions in deference to decisions made by the committees.
Furthermore, MHC has established the Governance Committee, which consists of the Outside Directors, Representative Directors,
etc., and has exchanged a wide range of opinions on the improvement of the Board of Directors’ effectiveness and other mattersregarding the Board of Directors, in order to work on the improvement of the soundness, transparency, and fairness of MHC’s
management.
For the status of each committee’s activities, please refer to [Status of Activities of the Board of Directors, Audit & Supervisory
Committee, and Other Committees (Frequency of Meetings, Specific Discussion Items, Attendance of Directors and Committee
Members)] (page 36).

III-6 Policies and Procedures for determining Remuneration of Directors and Management(Principle 3.1 (iii))
1. Basic Policy
MHC’s officers’ remuneration is determined by also taking into account officers’ incentives, with a view toward increasing
corporate value through the execution of business strategies.
The level of remuneration is appropriate with respect to the roles and responsibilities of each officer, and is also based onmarket levels, from the viewpoints of increasing medium- to long-term corporate value and improving short-term businessperformance.
According to the basic policy above, MHC’s Board of Directors has resolved the policies on the remuneration, etc. of individual
Directors (excluding persons who are Audit & Supervisory Committee Members).
The remuneration, etc. of Executive Officers shall be handled in the same manner as the remuneration, etc. of Executive
Directors.
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2. Remuneration System
In principle, Executive Directors’ remuneration, etc., consists of base remuneration, short-term incentive compensation(performance-based monetary compensation), and medium-to long-term incentive compensation (performance-based
stock compensation). As short-term incentive compensation, cash is paid as a bonus, while medium-to long-term incentive
compensation is paid as provision of MHC’s shares, etc. in a trust framework.
With a view toward maintaining a sound performance-based ratio, the ratio of fixed remuneration (base remuneration) tofloating compensation (bonus and stock compensation) is generally set at 1:0.6 (the ratio of base remuneration to bonus
to stock compensation is generally set at 1:0.3:0.3).
Bonuses and stock compensation, which represent incentive compensation, are not paid to non-executive directors
including Outside Directors (excluding persons who are Audit & Supervisory Committee Members) from the standpoint of
ensuring the effectiveness of their supervisory functions.
① Fixed Remuneration
The amount of fixed remuneration is determined based on the amount corresponding to the position and comprehensive
consideration of the roles, responsibilities, and other factors of each Director.
② Floating Compensation
With respect to bonuses and stock compensation, financial indicators which are emphasized as indicators of MHC’s growthfrom the perspective of management strategy, are set as indicators (key performance indicators, or “KPIs”) for thecompany-wide performance evaluation, with a view to clarifying the relationship between business performance andremuneration. (KPIs and evaluation ratios are as shown in the Remuneration System for Executive Officers (on page 46))
[Bonuses](1) The net income attributable to owners of the parent, (2) ROA, and (3) ROE, which have been set as MHC’s numericalgoals, are set as KPIs for the company-wide performance evaluation.
The bonus of Representative Directors is fully linked to the company-wide performance evaluation, while the bonus forother Executive Directors is based 70% on the company-wide performance evaluation and 30% on the evaluation of
the duties for which each individual is responsible. For both positions, the amount of bonuses to be paid is determinedwithin the range of 0% to 150% of the standard amount based on the achievement rate of KPIs.
For the portion based on the responsible duties, quantitative and qualitative evaluations are conducted by the President& CEO, using a standard evaluation sheet, from the perspective of performance and the level of contribution regarding
the duties handled by the relevant Executive Director. The purpose is to enhance the incentive of each Director byappropriately evaluating not only the level of achievement of performance targets, but also results, such as the level ofcontributions, which cannot be evaluated by quantitative means alone.
[Stock Compensation]
From the perspective to increasing its medium- to long-term corporate value, (1) net income attributable to owners of
the parent, (2) ROA, (3) ROE, and (4) TSR against TOPIX growth rate, which MHC has set as numerical goals, etc. in
the Medium-term Management Plan, are set as indicators (KPIs) for the performance evaluation.
By using a trust framework, MHC’s shares, etc. corresponding to share conversion points, which are calculated using
the following formula, are provided. Specifically, one share of MHC or a corresponding amount of cash per point isdelivered. In principle, the portion of MHC’s shares possessed in the trust are converted into cash value therein, andcompensation is provided in the form of Company shares and cash at a percentage of 50:50.
Share conversion points =the number of points granted corresponding to the position and the number of months in office of the relevant person.
(the aggregate number of points during the three-year period of the Medium-term Management Plan multiplied by theperformance-linked factor based on the level of achievement of KPIs (ranging from 0 to 150%)

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<Malus and Claw-back Clause for Stock Compensation and Shareholding Policy>
As for stock compensation, the points or share conversion points that have already been granted can be confiscated,and money equivalent to MHC’s shares, etc. that have already been delivered reclaimed, in the case of a material
violation of the office regulations or internal regulations, resignation for personal reasons during the term of officeagainst the will of MHC, gaining employment at a competitor without MHC’s permission, etc.,
MHC recommends the holding of its shares by its Directors. Further, in principle, Directors shall continue to hold MHC’s
shares obtained during the term of their office until the time of their resignation, regardless of the number of shares
held.
③ Other Compensation
When it is necessary for Directors (excluding Outside Directors and those who are Audit & Supervisory Committee
Members) to reside in an area away from home due to a transfer resulting from a change of duties or base, MHC provides
such Directors with appropriate company housing. (The difference between the total rent per month required by MHC torent company housing and the total company housing rent per month collected from the Directors will be referred to as“non-monetary remuneration related to the provision of company housing.”) The company housing shall be properties of ageneral and standard level, and the upper limit of rent by title and region shall be established beforehand. The company
housing rent to be calculated based on the predetermined rate (when the total rent exceeds the limit, all of the excess
amount is added to the amount for collection) shall be collected from Directors as their own expenses. (Currently, company
housing is provided to no one eligible for this compensation.)

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3. Timing and Conditions of Remuneration Payment
Base remuneration is a fixed amount and paid on a predetermined date every month.
Bonus amounts are decided based on the performance in the previous fiscal year (April to March of the next year) andpaid on a date after a General Meeting of Shareholders held in June every year.
As stock compensation, points are granted at the end of every fiscal year (the end of March) corresponding to the position
and the number of months in office of the relevant person. In principle, the aggregate number of the said points of three
years is multiplied by the performance-linked factor to calculate share conversion points, based on which MHC’s shares,
etc. are provided in July of the final fiscal year of the Medium-term Management Plan period (three years).
Non-monetary remuneration related to the provision of company housing is paid every month, separately from the baseremuneration.

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Compensation Type

Payment Timing

Subject Period

Base Remuneration

A predetermined date every month

Each fiscal year

Bonus

After an annual General Meeting of
Shareholders

Previous fiscal year (April to next March)Medium-term Management Plan period(three years)

Stock Compensation(a) Points*(b) MHC’s shares, etc.
Non-monetary remuneration related tothe provision of company housing

End of every fiscal year

Every fiscal year

July following the end of the relevant
Medium-term Management Plan

The Medium-term Management plan period
during which (a) was aggregatedA predetermined date every month

Each fiscal year

* (b) MHC’s shares, etc. are provided based on the share conversion points calculated by multiplying the number of points aggregatedduring the Medium-term Management Plan period by the performance-linked factor.

4. Method of determining Remuneration, etc. and the Overview of Procedures and Activities of the Committee
MHC decides details of the remuneration, etc. of Directors (excluding persons who are Audit & Supervisory Committee M
embers), determination policy, and other relevant matters at a meeting of the Board of Directors, after the Compensation
Committee, the majority of which consists of Independent Outside Directors, deliberates those matters. In addition, theCompensation Committee deliberates the validity of the amount and composition of remuneration every year based on the
remuneration-related data provided by an external specialized institution.
Members and chairperson of the Compensation Committee are selected by the Board of Directors, and the committee
makes decisions by a majority of committee members attending. It is stipulated in internal rules that the Board of Directors
shall make decisions in deference to the decisions made by the committee.
MHC considers it useful for persons who are well-acquainted with individual operations and MHC’s circumstances toflexibly determine the specific amounts, based on certain standards, of base remuneration and bonuses and non-monetary
remuneration related to the provision of company housing to be paid to Directors (excluding persons who are Audit &Supervisory Committee members). The following measures are being taken so that the authority of the President & CEO.
They shall be determined at the discretion of the Representative Director, President & CEO (Taiju Hisai) up to the limits
approved by resolution of the General Meeting of Shareholders, based on the policy resolved by the Board of Directors
and Compensation Committee. The following measures shall be taken so that the authority of the President & CEO will be
exercised appropriately. As stock compensation, MHC’s shares, etc. corresponding to the share conversion points
calculated based on the regulations for share delivery, which were stipulated by the resolution of the Board of Directors,
shall be provided.
[Measures to ensure the Proper Performance of the Delegated Authorities]
Base remuneration shall be determined based on a certain standard (remuneration table) to be established beforehandby the deliberation at the Compensation Committee.
The following measures shall be taken for performance-based bonuses.
Set key performance indicators (KPIs) in line with numerical targets to be deliberated at the Board of Directors.
Determine the amount in accordance with the rate of achievement of the KPIs, based on a coefficient for bonus
payment which will be deliberated at the Compensation Committee and established in advance.
Report the results of the company-wide evaluation and the amounts of bonuses to the Compensation Committee
after the fact and have them verified.
The following measures shall be taken for the bonuses based on the responsible duties
Conduct evaluations based on an evaluation sheet standardized through discussion in advance by theCompensation Committee (in which targets set beforehand and the weighting and evaluation standards forindividual targets are specified).
Evaluate the results for the responsible duties individually based on this evaluation sheet, report the amount ofbonuses to the Compensation Committee and have them verified.
As stock compensation, points corresponding to the position and the number of months in office of the relevant personat the end of every fiscal year are granted based on the prescribed standards as per the regulations for share delivery,
which are resolved by the Board of Directors. In principle, the performance-linked factor, which is determined uponcompletion of the Medium-term Management Plan every three years shall also be as per the regulations for share delivery.
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Regarding non-monetary remuneration related to the provision of company housing,
The company housing shall be properties of a general and standard level, and the upper limit of rent by title andregion shall be established beforehand.
The company housing rent to be calculated based on the predetermined rate (when the total rent exceeds the limit,
all of the excess amount is added to the amount for collection) shall be collected from Directors as their own
expenses.
(Currently company housing is provided to no one eligible for this compensation.)
Bonuses and stock compensation, which represent incentive compensation, are not paid to Directors who are Audit &Supervisory Committee Members from the standpoint of ensuring the fairness of audits.
The amounts of remuneration for Directors (Audit & Supervisory Committee Members) shall be decided throughdiscussions among Directors who are Audit & Supervisory Committee Members, within the range resolved at the General
Meeting of Shareholders.
The amounts of remuneration, etc. for Directors have been resolved at the General Meeting of Shareholders as follows.

Type of Remuneration

Amount ofRemuneration, etc.

Number of Applicable
Directors at the time of the
Resolution at the General
Meeting of Shareholders
becoming Effective*

Date of
Resolution at theGeneral Meetingof Shareholders

Number ofApplicable
Directors as ofJune 25, 2024

Directors (excluding persons who are Audit & Supervisory Committee Members)
Monetary remuneration (total ofbase remuneration and bonus)
Outside Directors
Non-monetary remuneration
related to the provision ofcompany housing

800 million yen/year

100 million yen/year

10

8

3

3

7
Excluding Outside Directors

0 (No applicable
person)June 27, 2023

4
Excluding non-executive
directors and Directors notresiding in Japan

4

February 26, 2021

5

4February 26, 2021

2 million yen/month

Stock Compensation

Trust contribution amount

800 million yen/year
2,400 million yen during
the applicable period

Number of shares delivered

1.55 million shares/year
4.65 million shares
during the subject
periodDirectors (Audit & Supervisory Committee Members)
Monetary remuneration (baseremuneration)

200 million yen/year* The number of Directors related to the amount of remuneration, etc. is not specified.

IV Sustainability, Human CapitalIV-1 Actions on Sustainability and Investment in Human Capital and Intellectual Property, etc. (Principle
2.3, Supplementary Principle 2.3.1, 3.1.3, and 4.2.2)
1. Efforts on sustainability
MHC believes that Efforts toward sustainability—among them, protecting the global environment, respecting human rights,
and embracing diversity—are an essential responsibility to society that corporations should fulfill. To continue to survive,
corporations must pursue long-term growth while gaining the trust of their stakeholders by engaging in business activities that
seek to resolve environmental, social, and economic issues.
With this fundamental understanding, and to lead and promote sustainability-based management, MHC established a
Sustainability Committee to better contribute to the realization of a sustainable and prosperous future. The Sustainability
Committee is an advisory body to the Executive Committee, and aims to lead and promote sustainability efforts in a way thatis unified with the management strategies. The Sustainability Committee is chaired by the Head of the Corporate & Strategic
Planning Division, and its members comprise Executive Officers in charge of business departments and the corporate center,48 / 59

including the President & CEO. The committee implements a wide range of activities—including checking the progress ofactivities and the level of achievement of targets in non-financial sectors, deliberating over new activities, and discussing nonfinancial indicators—and reports the results to the Executive Committee and the Board of Directors.
As described in [Materiality] (page 26), MHC has identified the materiality issues as priority key challenges which must be
addressed to achieve the sustainable development of the Group. The Basic Sustainability Policy consists of and integrates“Our Mission”, “Our Vision”, and the materiality. In light of the significance of these materiality issues, the Group will proceedwith effective management and business activities aimed at solving the issues.
Please refer to MHC’s website for details of our efforts on materiality.
https://www.mitsubishi-hc-capital.com/english/sustainability/materiality.html
2. Investment in Human Capital and Intellectual Property, etc.
(1) Initiatives Related to Human Capital① Direction of Strategy
The MHC Group recognizes that accumulating and utilizing human capital is an important issue to improve corporate
value through the realization of its Basic Management Policy and the medium- to long-term management direction. In
particular, to realize the SX/DX and business portfolio transformation shown in the Medium- to Long-term Management
Direction and achieve performance indicators targeted by the Group, the Company will secure and utilize necessary
human capital in terms of both quality and quantity.
② Themes that we want to accomplish
In securing and utilizing human capital (qualitative shift inhuman resources and securing the quantity of humanresources), we uphold two themes to be accomplished in the medium to long term.
What we want to accomplish (a)Fulfillment of a talent portfolio
Develop and secure human resources
contributing to the Company’s realization ofstrategies (quality and quantity)

What we want to accomplish (b)Maintaining and improving MHC
Engagement

We define the quality and quantity of human resources necessary to realize themedium-to long-term management direction and visualize a talent portfolio.
We understand the disparities between our necessary human resources andcurrent human resources in terms of quality and quantity and implement measures
for filling them to supplement necessary human resources.

Our Group defines the efforts of employees working together toward value creationas MHC Engagement. We are engaged in maintaining and improving the threeelements comprising MHC Engagement: self-motivation (whereby employees workof their volition), diversity (whereby diverse employees can combine diverse ideas),
and working environment (whereby employees can exercise their self-motivationand diversity to the fullest extent).

③ Details of Initiatives
With regard to the above themes to be accomplished, we will give priority to working on the two matters, redevelopmentof the human resource management base and creation of a system for maintenance and improvement in MHC
engagement.
Details of Initiatives

Reconstruction of the
Human Resource
Management Base

The MHC Group has collected/accumulated information on human resources and used it for utilizationof human resources (allocation and development) to date.
Going forward, for “What we want to accomplish (a) fulfillment of a talent portfolio,” we will reconstruct
the human resource management base, define types of human resources necessary to realize themedium- to long-term management direction, and then further understand human resources andconduct the human resource development that contributes to a qualitative shift.
In understanding human resources, we handle qualitative factors such as experience, knowledge, skills,
and competency in addition to the quantitative perspective, including the number of employees. In
human resource development (qualitative shift), we identify qualitative issues to fulfill a talent portfolio
and take measures for capacity development.
Moreover, we will improve the accuracy of matching between human resources and jobs bysystematically organizing information on jobs, in addition to information on human resources, to further
ensure that the right people are placed in the right jobs.

49 / 59Details of Initiatives
Creation of a System
for Maintenance andImprovement in MHC
Engagement

The MHC Group has identified current issue areas through an engagement survey and implemented
improvement activities to date.
Going forward, we will set MHC engagement indicators and strive to maintain and improve them. We
will continuously realize the status of high engagement as the entire Group, ultimately securing thequantity of human resources.

④ Indicators and Targets
Visualizing the level of talent portfolio fulfillment and enhancing the analysis of engagement survey results are set as
non-financial targets of the 2025 MTMP. Quantitative targets for both of them are planned to be disclosed at the timeof announcing the financial results for FYE3/2025.
(2) Intellectual Property Strategy
MHC is also enhancing the use of computerized information (software and database), innovative property (R&D andlicenses), economic competencies (talent (human capital) and organization) and other intangible assets, regarding themas important for sustainable growth. We strive to develop a framework to encourage innovation in order to improve
profitability and accelerate growth by continuing to create new businesses, and steadily execute DX strategies and expand
DX-related new businesses and products in order to achieve our goal of providing high value-added services and improving
productivity through the use of digital technologies and data. At the same time, MHC is working to develop talent who arepositive about creating innovations and digitalization by promoting self-development of employees, such as promoting theacquisition of related qualifications as a part of the education system.

3. Impact of Climate Change-related Risks and Revenue Opportunities on MHC’s Business Activities, Revenue, etc.
MHC promotes its unique and advance business with consciousness of global environment to solve social issues. Especially,
climate change exerts a grave impact on the global environment, including its ecosystems, as well as on people’s lives andbusiness activities. It believes climate change constitutes a major risk confronting the MHC Group, and simultaneously, mayalso bring new business opportunities. To clearly specify its policy, it is supporting recommendations by the Task Force on
Climate-related Financial Disclosure (TCFD).
Furthermore, recognizing the importance to disclose climate-related financial information, it also endeavors to play its part in
the realization of international targets identified by the United Nations Sustainable Development Goals (SDGs) and the Paris
50 / 59

Agreement. To this end, it will act in collaboration with other Group companies as well as a broad range of stakeholders,
including government agencies, external business corporations, and industrial associations to realize society’s transition withdecarbonization.
MHC will address information disclosure in line with the four thematic areas (governance, strategy, risk management, metrics
and targets) of the TCFD recommendations to enhance disclosure regarding climate change. At the same time, it willemphasize environmentally-conscious efforts through customers’ business and the efforts to reduce greenhouse gas
emissions of the Group.
For details, please refer to “Information Disclosure according to Four Disclosure Items suggested by TCFD Recommendation”
in the Annual Securities Report for the 53rd Fiscal Year (page 25 for (i) Governance, page 26 for (ii) Risk Management and(iii) Strategy, and page 27 for (iv) Metrics and Targets.)

Scope1 and Scope2

Short Term (Every Year)

Medium Term (to Fiscal year 2030)

Long Term (to Fiscal year 2050)

Energy usage in Japan:
Reduction by 1% compared tothe prior fiscal year

Reduction by 55% compared tofiscal year 2019

Net zeroIV-2 Ensuring Diversity in Key Personnel within the Organization (Supplementary Principle 2.4.1)[Views on ensuring Diversity]
We position the promotion of diversity, equity & inclusion as an important management strategy for the further expansion of theGroup’s business domains and global operations, with our basic policy to foster a vibrant organizational culture that can create
new value by bringing together a diverse group of human resources who can leverage one another’s strengths and bring out themost of each person’s motivation and talents.
One of our action principles is “Diversity: Embrace diversity and respect each other.” With this as the foundation, we aim to realize
a vibrant organization that can create new value by bringing together a diverse group of human resources who represent a broad
range of individual attributes such as nationality, age, and gender; and differences in life stage, experience, and values; and who
can leverage one another’s strengths and bring out the most out of each person’s motivation and talents.
Please refer to MHC’s website for details of the promotion of diversity, equity & inclusion,
https://www.mitsubishi-hc-capital.com/english/sustainability/social/employees_and_families.html<Women>We have formulated an action plan based on the Act on Promotion of Women’s Participation and Advancement in the
Workplace and strive to promote women’s success. We have introduced systems that encourage the long-term employmentof women and support their career development through rank-based training, dispatch to external training, and otheropportunities. The percentage of female managers as of March 31, 2024 is 16.0% (non-consolidated basis).
We will strive to further increase the percentage of female managers through proactive personnel development.
<Foreign Employees>
MHC continues hiring activities not bound by nationality, and there are approximately 20 foreign employees (non-consolidated
basis) as of March 31, 2024.
MHC has recruited and hired persons with necessary attributes and capabilities according to the business environment as
appropriate, regardless of nationality. After hiring foreign nationals, MHC provides an environment necessary for such
employees to demonstrate their abilities, such as opportunities for education and promotion (rank-based training, training for
selected employees, e-learning, etc.) equivalent to those for Japanese employees.
While there are currently no foreign employees working as managers, MHC will promote the appointment of foreign employees
as managers through initiatives to develop diverse talent.
Meanwhile, local talent accounts for about 50% of the managerial positions of overseas Group companies as of March 31,
2024. MHC continues the appointment of foreign employees aiming to realize strategic management based on thecharacteristics of each country and region.
<Mid-career hiring>
Mid-career hires account for about 25% of the managerial positions of MHC (non-consolidated basis) as of March 31, 2024.
MHC has recruited and hired persons with necessary attributes and capabilities according to the business environment as
appropriate, regardless of past career. To advance the evolution and layering of our business models, which is announced in
the Medium-term Management Plan, in mid-career recruitment we seek to hire experienced professionals from each industry
51 / 59

in which the Group operates. We also engage in recruitment activities that cast a wider net to attract potential talent with skills
and ability that can contribute to each field of the MHC Group in the future. As measures to enhance our recruitment framework,
we have developed schemes for referral-based recruitment in response to employee introductions and alumni recruitment to
re-hire employees who have resigned in the past as part of efforts to recruit from a diverse pool of talent and secure sufficientquantities.
On the development front, we train generalist human resources geared to function in various departments, but we also develop
and cultivate professionals to lead business areas. In recent years, in particular, aiming to sophisticate and globalize ourbusiness, we have established a development support system including external seminars and acquisition of professional
qualifications to improve highly specialized skills required in each domain. We are also making efforts to develop leaders witha view to promoting them to manager positions.
MHC continues to implement proactive measures to develop mid-career hiring, aiming to maintain and raise the ratio of midcareer hiring in management.
MHC will continue efforts for maintaining and raising the ratio of mid-career managers by actively developing mid-career hiring.

V Relationships with Stakeholders
V-1 Polies for the Establishment of Systems and Efforts for promoting Constructive Dialogue with
Stakeholders (Principle 5.1)
With the recognition that it is one of its social responsibilities to ensure transparent and sound management while emphasizing
initiatives to achieve sustainable corporate growth and a medium-to long-term improvement in corporate value, MHC pursues
proactive and constructive dialogue with shareholders.
With the Corporate Communications Department and the General Affairs Department serving as the primary point of contact,
MHC has established a system for collaboration with the Corporate & Strategic Planning Department, Accounting Department,
etc. to implement the following initiatives.
Financial results briefings are held twice each year, after the announcement of full-year financial results and second quarter
financial results, in which the President & CEO and management provide explanations and also answer any questions thatare asked.
MHC’s management, the Corporate Communications Department, and the General Affairs Department conduct individualinterviews with domestic and foreign shareholders and institutional investors, and IR and SR activities, such as participationin briefings and various conferences.
MHC provides a wide range of information such as the movies of financial results briefings and materials with scripts, andsummaries of Q&A sessions on the corporate website to investors including individual investors. In conjunction with this, MHC
participates in IR events and various briefings for individual investors which are organized by securities companies and stock
exchanges.
Opinions and concerns expressed in the dialogue with shareholders are promptly reported to MHC’s management. In addition,
those are regularly reported to the Board of Directors so that the information is shared with Independent Outside Directors as well.
MHC appropriately and carefully manages insider information, in accordance with MHC’s internal rules, and also discloses suchinformation in accordance with the information disclosure policy. Please refer to the corporate website for the information
disclosure policy:
https://www.mitsubishi-hc-capital.com/english/sustainability/various_policies.html[Status of Dialogues with Shareholders, etc.]
1. Key Figures in Dialogues with MHC’s Shareholders and an Overview of the Shareholders
As described in MHC’s policy regarding constructive dialogues with shareholders, members of MHC’s management including
the President & CEO, as well as the Corporate Communications Department and General Affairs Department, often engage
in these dialogues with its shareholders and investors. The following are the major initiatives undertaken in fiscal year 2023.

52 / 59

2. Major Themes of Dialogues
The following are the major themes of the dialogues, including items which are of particular concern to MHC’s shareholders,
etc.
MHC’s management strategy based on Our 10-year Vision and the Medium- to Long-term Management Direction
announced in May 2022
MHC’s management strategy based on the Medium-term Management Plan for FY2023-FY2025 （”2025 MTMP”）, whichstarted in fiscal year 2023
Strategies by business during the 2025 MTMP period
MHC’s stance regarding shareholder returns, including its policy for distributing dividends and stock buybacks going
forward
The impact of raising global interest rates and prices of goods on the Customer Solutions Segment and the Global Businesssegment
The recovery of the Aviation Business from the COVID-19 crisis and its business outlook going forward and the businessconditions of a marine container leasing company acquired in November 2021, etc.
3. Items Introduced in light of the Dialogues
MHC formulated the Medium-Term Management Plan, announced in May 2023, having taken into account the concerns of its
shareholders and investors.
Further, in consideration of the valuable opinions MHC received regarding the disclosure of financial results-related information,it has improved its reporting in Financial Results statements by choosing to disclose occurrences deserving special mention
by segment, among other improvements, making the actual performance of each segment easier to understand.
4. Update on Management and the Board of Directors
In August 2023 and February 2024, MHC provided an update on the Executive Committee and the Board of Directors regarding
the status of dialogue between MHC’s management, etc. and its shareholders and investors.

V-2 Procedures for approving related Party Transactions (Principle 1.7)
When MHC engages in transactions with its own Directors or Audit & Supervisory Committee Members and with major
shareholders (i.e., related party transactions), it establishes the following systems and procedures to ensure that such transactions
do not harm the interests of MHC or the common interests of the shareholders:

53 / 59

The Compliance Manual, which compiles the basic policies for promoting compliance by the Group, clearly prohibitstransactions that constitute conflicts of interest and preferential transactions.
When a transaction takes place between MHC and its Directors or Audit & Supervisory Committee Members, theappropriateness of the terms of the transaction, as well as the manner of determination thereof, are deliberated in advance atmeetings of the Board of Directors before a decision is made.
In view of the importance of MHC offering credit to major shareholders and to MHC’s subsidiaries, when the amount of credit
exceeds a certain percentage of total assets, based on the internal rules, the appropriateness of the amount of the credit
offering, as well as the manner of determination thereof, are deliberated in advance at meetings of the Board of Directors
before a decision is made regarding such credit offering.
Regarding deliberations and resolutions of the Board of Directors concerning transactions between MHC and a company inwhich MHC’s Director concurrently serves as an officer, the fairness of the deliberations is guaranteed by requesting such
Director to recuse from participating in them.
Audit & Supervisory Committee Members and the Accounting Auditor audit the status of transactions between related parties.

VI Other
VI-1 Policies for Cross-shareholdings and Basis for exercise Voting Rights (Principle 1.4)
1. Policies for Cross-shareholdings
Under the corporate policy for enhancing its corporate value, MHC holds listed shares for purposes other than pure investment(targeting gains primarily through fluctuations in the value of shares and the receipt of dividends), such as ① and ② below:① Developing stable and long-term relationships with business partners and promoting business② Strengthening such relationships based on capital/business alliances, and creating new business opportunities
In its cross-shareholding practice, MHC’s basic policy is to regularly examine if it is rational to hold each share and sell suchstrategic shares that are judged no longer rational to hold, after gaining understanding of its business partners whileconsidering the impact of sales on businesses and markets.
Even when it is judged as rational to hold shares, MHC may sell such shares in consideration of the impact of the risk of markto-market valuation fluctuation of the shares on MHC’s finance, capital efficiency, etc.
The change in the number of listed stocks held since March 31, 2016 is as follows. The number decreased from 134 to 31 asof March 31, 2024.

2. Method for verifying the Rationality of Cross-shareholdings
MHC’s cross-shareholding policy is decided based on (i) and (ii) below and its rationality is verified at the Board of Directors.
(See the figure below)① A quantitative evaluation based on factors including the size of business transactions/profit, dividends received, and capitalcosts;② A qualitative evaluation of the business activities to date and potential business opportunities in the future.

54 / 59

3. Verification of the Rationality by the Board of Directors
The Board of Directors examined the listed shares using the manner in 2. Above at the Board of Directors meeting held in
fiscal year 2023.
4. Basis for exercising Voting Rights
MHC exercises its voting rights for cross-shareholdings in light of the purposes described in 1. above.
Concerning the following agendas which MHC thinks may affect the enhancement of corporate value and the sustainablegrowth of MHC and its business partners over the medium-to long-term, MHC exercises its voting rights after carefully verifying
their details and potential impact:
Agenda on the disposal of surplus
Agenda on the election of directors and auditors
Agenda on organizational restructuring
Agenda on anti-takeover measures, etc.

VI-2 Roles of Corporate Pension Funds as Asset Owners (Principle 2.6)
MHC integrated the fund-type corporate pension plan into the contract-type corporate pension plan in April 2024, which had beenin operation since before the business integration in 2021. MHC has constructed the system below to fulfill the functions expectedof an asset owner.
The pension system is operated through appropriate asset allocation by defining a policy asset mix (an asset allocation planfor the entire pension system to be formulated on a medium- to long-term basis) of pension assets in order to secure longterm returns, with the aim of ensuring asset management that secures a stable source of benefits in the future.
MHC established the “Basic Policy Concerning the Management of Pension Assets” to address conflicts of interest between
the beneficiaries of the corporate pension plan (employees) and MHC, with a view toward maximizing the interests ofbeneficiaries.
In particular, it conducts appropriate decision-making in consideration of (1) rigorous evaluations by an asset management
institution based on evaluations by a specialized body on “qualitative evaluation, primarily of business operations, reputation
in society, and investment policies (stewardship code, policy on ESG initiatives, etc.)” and (2) the opinions of the AssetManagement Committee.
Members of the Asset Management Committee who are selected from among persons with experience in corporate pension
work to develop further knowledge by participating in training sessions and seminars conducted by asset management
institutions and other organizations.

55 / 59

: Principles subject todisclosure requirements[List of Disclosures based on Corporate Governance Code]Corporate Governance Code
Basic Principles

Principles

StatusRelevant Pages of this Report or Links to MHC’s Website

Supplementary
Compliance Explanation
Principles

Chapter 1
Securing the
Equal
Treatment of

1-1.

●

1-1①

●

1-1②

●

1-1③

●

-

●

1-2①

●

Rights at

1-2②●

Shareholders and ensure the Smooth Exercise ofGeneral1-2③●Voting Rights

1-2④

●

1-2⑤

●

Rights Protectionof Shareholders

Shareholders

Exercise of
Shareholder
1-2.

(Page 15 of this Report) III Implementation of Measures for Shareholders-

Rights andShareholder
Meetings

and Other Stakeholder(Page 15 of this Report) 1. Measures to vitalize the General Meetings ofMedium-term Management Plan “Premise for Business Strategies (Financial
1-3.

Basic Strategy
for Capital Policy

Strategies that support the Evolution and Layering of Business Models)” on-●

page 16 and “Financial Targets” on page 6:
https://www.mitsubishi-hc-capital.com/pdf/english/investors/
mp_en_2023-2025.pdf

1-4.

1-5.

-

●

1-4①

●

1-4②

●

Anti-takeover-●

Measures

1-5①

●

-

●

-

●

(Page 54 of this Report) VI-1. Policies for Cross-shareholdings and Basis forexercise Voting Rights

CrossShareholdings

Capital Policy
1-6.

that may Harm
Shareholder
Interests

1-7.

Related-party
Transactions(Page 53 of this Report) V-2. Procedures for approving related Party
Transactions

Chapter 2
Appropriate

Business

Basic Management Policy (Our Mission, Our Vision)：

Cooperation

Principles as the

Basic Management Policy | About Us | Mitsubishi HC Capital

withFoundation of

Stakeholders

2-1.

(mitsubishi-hc-capital.com)

Corporate Value -●Medium-term Management Plan “Positioning of the 2025 MTMP and Value

other thanCreation overCreation Process” on pages 9 to 12：

Shareholders

the Mid- to Long-

https://www.mitsubishi-hc-capital.com/pdf/english/investors/

Term

mp_en_2023-2025.pdf
Basic Management Plan (Action Principles):Basic Management Policy | About Us | Mitsubishi HC Capital(mitsubishi-hc-capital.com)
Medium-term Management Plan “Positioning of the 2025 MTMP and Value
-

2-2.

●

Creation Process” on pages 9 to 12:
https://www.mitsubishi-hc-capital.com/pdf/english/investors/
mp_en_2023-2025.pdf

Code of Conduct

Mitsubishi HC Capital Group Code of Ethics and Code of Conduct:
https://www.mitsubishi-hc-capital.com/pdf/english/sustainability/
various_policies/ethics.pdf
Compliance:
2-2①●Compliance | Governance | Mitsubishi HC Capital (mitsubishi-hc-capital.com)
Mitsubishi HC Capital Group Code of Ethics and Code of Conduct:

56 / 59

Corporate Governance Code
Basic Principles

Principles

StatusRelevant Pages of this Report or Links to MHC’s Website

Supplementary
Compliance Explanation
Principles

https://www.mitsubishi-hc-capital.com/pdf/english/sustainability/
various_policies/ethics.pdf
Sustainability
Issues, Including
2-3.

-

●
(Page 48 of this Report) IV-1 Actions on Sustainability and Investment inSocial andEnvironmental

Human Capital and Intellectual Property, etc.
2-3①

●

-

●

Matters
Diversity, Equity & Inclusion Promotion Initiatives:

Ensuring
Diversity,
2-4.

Participation of
Women

2-5.

https://www.mitsubishi-hc-capital.com/english/sustainability/social/
employees_and_families.html

Including Active
2-4①

●

-

●

2-5①

●

-

●

-

●

Whistleblowing(Page 51 of this Report) IV-2 Ensuring Diversity in Key Personnel within the
Organization
Whistleblowing System:
https://www.mitsubishi-hc-capital.com/english/sustainability/governance/compliance.html

Roles of2-6.

CorporatePension Funds(Page 55 of this Report) VI-2 Roles of Corporate Pension Funds as Asset
Owners

as Asset Owners
Chapter 3
Ensuring

Information Disclosure Policy:

Appropriate
Information

https://www.mitsubishi-hc-capital.com/pdf/english/sustainability/
various_policies/disclosure.pdf

Disclosure and(Page 26 of this Report) I-1 Basic Management Policy (Our Mission, Our

Transparency

Vision, and Action Principles), Materiality(i)●(Page 27)

I-2 Medium-to Long-term Management Direction(Page 28)

I-3 Value Creation Process, Medium-termManagement Plan

3-1.

3-2.

Full Disclosure

(ii)

●

(iii)

●

(iv)

●

(v)

●

3-1①

●

3-1②

●

3-1③

●

-

●

3-2①

●

3-2②

●

(Page 31 of this Report) I-4 Basic Views and Policies on Corporate
Governance(Page 43 of this Report) III-6 Policies and Procedures for determining
Remuneration of Directors and Management(Page 39 of this Report) III-1 Policies and Procedures for Appointment andDismissal of Directors(Page 39 of this Report) III-2 Reasons for Appointment, Dismissal andNomination of Directors

English website:：https://www.mitsubishi-hc-capital.com/english/(Page 48 of this Report) IV-1 Actions on Sustainability and Investment in
Human Capital and Intellectual Property, etc.

(Page 33 of this Report) II-3 Overview of Each Organization, Status ofActivities, etc.

External Auditors(Page 9 of this Report)[Audit & Supervisory Committee](Page 33 of this Report) II-3 Overview of Each Organization, Status ofActivities, etc.

Chapter 4
Responsibilitiesof the Board

Roles and
4-1.

Responsibilitiesof the Board (1)

-

●

4-1①

●

4-1②

●

4-1③

●

(Page 31 of this Report) II-1 Scope of Delegation to Management

57 / 59

Corporate Governance Code
Basic Principles

Principles

Roles and
4-2.

Responsibilities

StatusRelevant Pages of this Report or Links to MHC’s Website

Supplementary
Compliance Explanation
Principles
-

●

4-2①

●

4-2②

●

of the Board (2)(Page 11 of this Report) [Incentives](Page 43 of this Report) III-6 Policies and Procedures determining
Remuneration of Directors and Management(Page 48 of this Report) IV-1 Actions on Sustainability and Investment in
Human Capital and Intellectual Property, etc.
(Page 18 of this Report) 1. Basic Views on Internal Control System and theProgress of System Development(Page 23 of this Report) 2. Other Matters concerning Corporate Governance
Framework, etc.
(Page 39 of this Report) III-1 Policies and Procedures for Appointment and-●Dismissal of Directors(Page 53 of this Report) V-2 Procedures for approving Related Party
Transactions
Risk Management:

Roles and4-3.

https://www.mitsubishi-hc-capital.com/english/sustainability/governance/

Responsibilities

risk_management.html

of the Board (3)
4-3①

●

4-3②

●

4-3③

●

4-3④

●

(Page 39 of this Report) III-1 Policies and Procedures for Appointment andDismissal of Directors(Page 39 of this Report) III-1 Policies and Procedures for Appointment andDismissal of Directors(Page 18 of this Report) 1. Basic Views on Internal Control System and theProgress of System Development(Page 34 of this Report) 4. Status of Audits

Roles andResponsibilities
4-4.

-

●

of Auditors, andthe Board ofAuditors(Page 34 of this Report) 4. Status of Audits
4-4①

●

-

●

-

●

Fiduciary
4-5.

Responsibilities
of Directors, andAuditors
Business

4-6.

Execution andOversight of theManagement(Page 10 of this Report) [Independent Directors](Page 32 of this Report) II-2 Views on the Appropriate Balance of Knowledge,
Experience and Skills, Diversity, and Size of theRoles and
4-7.

Responsibilities
of Independent

-

●

-

●

Board of Directors as a whole

Directors(Page 32 of this Report) II-2 Views on the Appropriate Balance ofKnowledge, Experience and Skills, Diversity, andsize of the Board of Directors as a whole

Effective Use of
4-8.

Independent
Directors

4-8①

●

4-8②

●

4-8③

-

-

●

(Page 33 of this Report) 1. Matters concerning the Board of Directors(Page 13 of this Report) [Supporting System for Outside Directors (Outside
Audit & Supervisory Committee Members)]
Not applicable to MHC

IndependenceStandards and4-9.

Qualification for(Page 42 of this Report) III-3 Outside Directors’ Independence Decision
Criteria

Independent
Directors

58 / 59

Corporate Governance Code
Basic Principles

Principles

4-10.

Use of Optional
Approach

Status

-

●

4-10①

●

-

●

Committee and Compensation Committee(Page 32 of this Report) II-2 Views on the Appropriate Balance ofKnowledge, Experience and Skills, Diversity, and●Board, andBoard of(Page 10 of this Report) [Establishment of Voluntary Committees](Page 43 of this Report) III-5 Establishment of Independent Nomination

Preconditions for 4-11①
4-11.

Relevant Pages of this Report or Links to MHC’s Website

Supplementary
Compliance Explanation
Principles

4-11②

●

4-11③

●

-

●

4-12①

●

-

●

4-13①

●

size of the Board of Directors as a whole(Page 43 of this Report) III-4 Information on Outside Directors who have
Concurrent Posts

Auditors(Page 38 of this Report) II-4 Overview and Results of Analysis andEffectiveness

Assessment of the Effectiveness of the Board of
Directors (Supplementary Principle)

4-12.

Active Board
Deliberations

4-13.

Audit & Supervisory Committee Members)](Page 13 of this Report) [Supporting System for Outside Directors (Outside
Audit & Supervisory Committee Members)](Page 9 of this Report)

Information
Gathering and(Page 13 of this Report) [Supporting System for Outside Directors (Outside

Committee, Financial Auditors, and Internal Audit
Department

Support
Structure

Director andCooperation between Audit & Supervisory

4-13②

●

4-13③

●

-

●

(Page 18 of this Report) 1. Basic Views on Internal Control System and theProgress of System Development(Page 34 of this Report) 4. Status of Audits

4-14. Auditors Training 4-14①

●

4-14②

●

-

●

(Page 52 of this Report) V-1 Polies for the Establishment of Systems andConstructive

5-1①

●

Efforts for promoting Constructive Dialogue with

Dialogue with

5-1②

●

Stakeholders

5-1③

●

-

●

(Page 39 of this Report) II-5 Training Policy for Directors

Chapter 4
Responsibilities
Policy forof the Board
5-1.

Shareholders
Establishing andDisclosing
5-2.

Medium-term Management Plan:

Business
Strategies andBusiness Plans

https://www.mitsubishi-hc-capital.com/pdf/english/investors/mp_en_20232025.pdf

5-2①

●

(Page 28 of this Report) I-3 Value Creation Process, Medium-termManagement Plan

59 / 59