Corporate governance
CORPORATE GOVERNANCE
Last Update: June 28, 2024
Mitsubishi Motors Corporation
Takao Kato, Director, Representative Executive Officer, President & CEO
Contact: IR Office; TEL: 03-3456-1111

The corporate governance of MITSUBISHI MOTORS CORPORATION (hereinafter referred to as the“Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes, and Other
Basic Information

1. Basic Views
Based on the following corporate principles (Vision and Mission), the Company considers compliance to be its
highest priority and strengthen and enhance corporate governance on an ongoing basis as a priority for
management, in order to meet the expectations of all of its stakeholders, including its shareholders andcustomers, with the aim of materializing the Company’s sustainable growth and improving its medium- to longterm corporate value.
VisionCreate vibrant society by realizing the potential of mobility
Mission
1. Provide new experiences for our customers with creative products and service excellence.
2. Make positive contributions to the sustainable development of our society.
3. Act sincerely as a trusted company.
4. Enhance stakeholder value by leveraging the Alliance.
In addition, the Company has put together its basic framework for and views on corporate governance in theform of “Corporate Government Guidelines” and publishes these guidelines on the Company’s website.
https://www.mitsubishi-motors.com/en/sustainability/governance/guideline.pdf[Reasons for Non-compliance with the Principles of the Corporate Governance Code]Supplementary Principle 4-11-1.

Composition of the Board of Directors

Although the Company has no Independent Directors with management experience in other companies, it has
several Outside Directors with management experience in listed companies who utilize their considerable
experience and knowledge in deliberation in meetings of the Board of Directors (hereinafter referred to as the“Board”).
The Company will continue to build a structure with awareness of the balance and diversity of knowledge,
experience and expertise, as well as the scale, of the Board as a whole.
The combination of skills, etc. that each Director of the Company possesses is as detailed below in
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CORPORATE GOVERNANCE“Supplementary Principle 4-11-1. Composition of the Board of Directors” in “Disclosure Based on the
Principles of the Corporate Governance Code.”
The policies and procedures for nominating Directors are detailed below in “Principle 3-1. Full Disclosure; (4)Policies and procedures for the appointment and dismissal of top management and nominating Director
candidates” in the “Disclosure Based on the Principles of the Corporate Governance Code.”[Disclosure Based on the Principles of the Corporate Governance Code]Principle 1-4. Cross-Shareholdings [Updated]
The Company conducts cross-shareholdings only in cases where it has judged the holding of such shares tobe necessary for maintaining medium and long-term business partnerships in the course of the Company’sbusiness operations, and such partnerships are essential for sustainable growth and improvement of themedium and long- term corporate value of the Company. If such necessity is not verified, the Company
strives to reduce such cross- shareholdings, including by selling the shares.
With respect to cross shareholdings currently held, every year at meetings of the Board, the individual resultsof examinations regarding the necessity for those holdings for the Company’s business purposes, theeconomic rationality with respect to the Company’s medium- and long-term goals and other factors arereported, and the Board confirms the appropriateness of its possessions. Most recently, the Board confirmed
the appropriateness of the four types of shares being held as of the end of March 2024. The Company willcontinue to conduct these examinations and those reports at the Board’s meetings.
When exercising voting rights related to cross-shareholdings, rather than uniformly making decisions forapproval or disapproval using a fixed standard, with respect to the management policies, strategies and otherguidelines of the investee company, the Company approves resolutions that it has determined will contributeto increasing corporate value in the medium and long-term and votes against resolutions that it hasdetermined will impair value.
Principle 1-7. Related Party Transactions
Transactions between the Company and Directors or Executive Officers that particularly compete with theCompany’s business operations or conflict with the Company’s interests require prior resolution from, andafter-the-fact reporting to, the Board in accordance with the rules of the Board (hereinafter referred to as the“Rules of the Board”). In addition, the Rules of the Board stipulate that Directors with a special interest ina resolution of the Board shall not participate in such resolution.
Furthermore, the Company conducts transactions with related parties, such as its Officers or major
shareholders, based on the validation of multiple related departments and approval of the person in charge,
pursuant to the delegation of authority rules (hereinafter referred to as the “DOA”), after the Company has
sufficiently considered the economic rationality to confirm there is no harm to the Company’s interests,
which is the same process the Company goes through with non-related parties.
Supplementary Principle 2-4-1.

Ensuring Diversity in the Promotion to Core Human Resources(1) Policies for ensuring diversity [Updated]
Work-life balance2Corporate governance
CORPORATE GOVERNANCE
The Company recognizes that fostering an environment where all our employees can work with a senseof fulfillment, fully demonstrate their abilities, and work enthusiastically in good physical and mental
health is an important issue.
Taking the COVID-19 pandemic as an opportunity, the Company reviewed its conventional work style,which was premised on coming to the office, and now promotes flexible work styles that are not
restricted by location or time. To turn the activities of diverse people into value creation, the Company
will create an environment where employees can choose a work style to maximize their abilities, aiming
to achieve a work-life balance that improves both work productivity and the quality of life.
Diversity Promotion Policy
The Company aims to grow sustainably while responding to the significant changes in the business andmarket environment resulting from diversifying customer needs and technological innovation. To thisend, it is important for employees with different values and ideas to work together to create automobiles
with new appeal and value. With respect to employee diversity regardless of race, nationality, ethnicity,
gender, sexual orientation, gender identity, age, ability, or religion, the Company is making efforts tocreate an environment where all our employees can work comfortably and enthusiastically.
To promote and achieve diversity, the Diversity Promotion Office is pursuing the activities of
Di@MoND based on the Diversity Promotion Policy established in July 2014. The activities of
Di@MoND aim to embrace diversity and leverage employees’ diverse characteristics, leading to thegrowth of the Company and each employee. The initial focus of the activities is women’s participation
and advancement in the workplace. The Company is also working to provide comfortable work
environments for all employees.
For details, please refer to “Promoting diversity and inclusion, and enhancement of employee
engagement” in the Sustainability Report.
https://www.mitsubishi-motors.com/en/sustainability/esg/report/index.html
Please refer to “Promotion of Work Style Reforms in Response to the New Normal (Diversity, WorkLife Balance)” in the Sustainability Report 2023. (Sustainability Report 2024 will be issued in July
2024.)(2) Voluntary and measurable goals for ensuring diversity [Updated](i)

Women in management positions
The Company promotes women’s participation and advancement in the workplace as a priority
issue. In FY2023, the ratio of women in management positions was 6.3% (up 0.2% from theprevious year). Based on the Act on Promotion of Women’s Active Engagement in ProfessionalLife, we formulated an action plan to promote women’s participation and advancement in theworkplace in April 2024, and we have been working to close the gap between the ratio of womenin management positions and the ratio of women who are indirect employees by March 2029.
For the ratio of women in management positions, please refer to “Human Resource-Related Data”
in the Sustainability Report of the Company.
https://www.mitsubishi-motors.com/en/sustainability/esg/report/index.html
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CORPORATE GOVERNANCE(ii) Mid-career hires in management positions
The Company does not currently have a specific numerical target for promoting mid-career hires
to management positions as mid-career hires in management positions account for a certain
percentage even without such a target. However, the Company will continue to provide follow-up
programs to ensure that mid-career hires can fully demonstrate their abilities while promoting
them to management positions.
For the current status of mid-carrier hires including management positions, please refer to “II.
Overview of Business; 2. Approach to and initiatives for sustainability; (3) Strategy on humancapital (including diversity of human resources), indices and goals” in the FY2023 Annual
Securities Report (Yuka Shoken Hokokusho).
https://www.mitsubishi-motors.com/en/investors/library/yuka.html(iii) Foreign nationals in management positions
The Company does not currently have a numerical target for promoting foreign nationals tomanagement positions as it has foreign nationals in management positions, and our overseas
subsidiaries are also promoting locally hired employees to management positions. However, theCompany will continue to promote suitable personnel to management positions regardless of theirnationality in line with its policies for promoting diversity.
The number of locally hired managerial employees at overseas subsidiaries can be found in“Human Resource-Related Data” in the Sustainability Report of the Company.
https://www.mitsubishi-motors.com/en/sustainability/esg/report/index.html(3) Status of implementation of policies for human resource development and internal environment
development [Updated]
For the status of implementation of the policies for human resource development and internal
environment development, please refer to “Stepping up Human Resource Development” in our
Sustainability Report and “II. Overview of Business; 2. Approach to and initiatives for sustainability;(3) Strategy on human capital (including diversity of human resources), indices and goals” in the
FY2023 Annual Securities Report (Yuka Shoken Hokokusho).
Sustainability Reporthttps://www.mitsubishi-motors.com/en/sustainability/esg/report/index.html
Annual Securities Report (Yuka Shoken Hokokusho)
https://www.mitsubishi-motors.com/en/investors/library/yuka.html
Principle 2-6. Roles of Corporate Pension Funds as Asset Owners
The Company has introduced the Defined Contribution Pension Plan to cover retirement benefits for
employees, but the Defined Benefit Pension Plan is still used for those who are already entitled toreceive the benefits.
The management and operation of the Defined Benefit Pension Plan is contracted and outsourced to an
external asset management organization.
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CORPORATE GOVERNANCE
We regularly monitor the management status of the pension assets by appointing external advisors withadvanced expertise and review the policy asset mix (compositional ratio of the policy asset) to achieve
asset management targets.
Principle 3-1. Full Disclosure(1) Company objectives, business strategies and business plans [Updated](i)

Corporate philosophy
The Company adopts the Three Corporate Principles of the Mitsubishi group (Corporate
Responsibility to Society; Integrity and Fairness; and Global Understanding Through Business).
In addition, in order to clarify the direction in which the Company should build on and its purposeof business continuation, the Company established, as stated in “1. Basic Views” of “I. Basic
Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic
Information,” the Vision & Mission in April 2018, which is published on the Company’s website.
All of the Company’s corporate activities are based on this Vision & Mission.
https://www.mitsubishi-motors.com/en/company/information/philosophy/index.html(ii) Business strategies and business plans
In March 2023, the Group unveiled “Challenge 2025,” the mid-term business plan for FY2023
through FY2025. On the basis of the lean and agile business structure put in place throughstructural reforms enacted thus far, we will establish a stable revenue base through selection andconcentration in our regional strategy and the continuation of company-wide revenue
improvement activities. Challenge 2025 is a business plan that leads to further growth and tackles
challenges heading into the next generation by more consistent investment in research anddevelopment and capital investment.
Please see the following website for details on Challenge 2025, the mid-term business plan.
Challenge 2025, the mid-term business plan

https://www.mitsubishi-motors.com/en/investors/corpmanage/plan.html[Action to Implement Management That Is Conscious of Cost of Capital and Stock Price]
To implement management that is conscious of the cost of capital and the stock price, the Group
recognizes maintaining the stable distribution of profits to shareholders as an important issue. We
also believe that making efforts to maintain further distribution in and after 2024 is an essential
step in increasing stakeholder returns. In addition, in order to raise the stock price, it is essential toachieve medium- to long-term sustainable growth as a company. We will take measures to realize
the appropriate allocation of management resources, such as reviewing our regional portfolio,
expanding investment in R&D expenditures and facilities, and investing in human capital andintellectual property. At the same time, since it is important for the executives who are responsible
for management to be strongly aware of the improvement of stock prices and corporate value, weare promoting initiatives, such as incorporating stock-based remuneration in the executive
compensation system, while also partially reviewing the system and increasing the ratio of5

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CORPORATE GOVERNANCE
performance-linked remuneration.
In the current mid-term business plan, which aims to strengthen our business structure for a wide
range of measures including financial aspects, the Company has set free cash flow, EBITDA, anda capital adequacy ratio as business management indices.
In order to further promote management that is conscious of the cost of capital and the return on
capital, the Company will also examine the disclosure of more appropriate indices and targets.
Please see the following website for details on Challenge 2025, the mid-term business plan.
Challenge 2025, the mid-term business plan
https://www.mitsubishi-motors.com/en/investors/corpmanage/plan.html(2) Basic views and guidelines on corporate governanceAs set forth in “1. Basic Views” above.
(3) Policies and procedures for determining the remuneration of top management and Directors
As detailed below in “Section II. 1. Director and Executive Officer Remuneration; Disclosure of Policy
on Determining Remuneration Amounts and Calculation Methods.”(4) Policies and procedures for the appointment and dismissal of top management and nominating Director
candidates(Policy for the Nomination of Candidates for Directors)
Policy for the nomination of candidates for Directors is as shown on the Company’s website.
https://www.mitsubishi-motors.com/en/sustainability/governance/policy_nomination.html(Composition and Size of the Board)
Composition and size of the Board are as shown on the Company’s website.
https://www.mitsubishi-motors.com/en/sustainability/governance/policy_nomination.html(Policy for the Appointment of Executive Officers)
The Company appoints Executive Officers including Executive Officer, President & CEO (the“President”) in light of their business execution capabilities and experience.
(Procedures)
Proposals for the appointment and dismissal of Directors proposed to the General Meeting of
Shareholders shall be decided by the Nomination Committee after deliberation based on the nomination
policy. Proposals for the appointment and dismissal of Executive Officers shall be approved by the
Nomination Committee and then decided by the Board.

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CORPORATE GOVERNANCE(5) Reasons for appointments of Directors
The reasons for the appointment of each Director candidate are presented in the Notice of the General
Meeting of Shareholders.
https://www.mitsubishi-motors.com/en/investors/stockinfo/meeting.html
Supplementary Principle 3-1-3.

Initiatives on sustainability(1) Initiatives on sustainability [Updated]
The Company has established the Sustainability Committee, chaired by the President, to promote
initiatives on sustainability throughout Mitsubishi Motor Group. The Company has identified important
issues that should be prioritized in various environmental, social, and governance fields. The
Sustainability Committee examines the risks and opportunities identified by the person in charge ofeach initiative from a long-term perspective with regard to these issues. The Committee also deliberates
and decides on targets based on the external environment and the needs and expectations ofstakeholders from a medium-term perspective. By checking the progress of the initiatives, the PDCA
cycle is implemented.

The Company also adopts a system where important matters, such as thereview of materiality issues and the status of overall sustainability activities, are deliberated andreported to the Board of Directors.
In addition, recognizing the importance of the United Nations Sustainable Development Goals (SDGs),
the Company identified materiality issues as important issues to be addressed among the various issues
in the environmental, social, and governance fields in FY2018. The materiality issues are flexibly
reviewed as necessary to meet the social trends related to sustainability, which are greatly and rapidlychanging, while considering the most significant impacts we have on the economy, the environment,
and people, including human rights.
In response to climate change and the energy issue, which is one of the materiality issues, and inrecognition of the significance of the impact of the risks and opportunities, the Company announced
its “Environmental Plan Package”*1 in FY2020, specifying the goals to be achieved. Positioning
climate change countermeasures as the most important issue, the Company declared in FY2022 that it
aims to achieve carbon neutrality throughout its supply chain by 2050. Accordingly, it revised its
Environmental Vision 2050 and reviewed the targets set in the Environmental Targets 2030, a milestone
toward achieving carbon neutrality by 2050.
In addition, in FY2021 the Company expressed its support for the Task Force on Climate-related
Financial Disclosures (TCFD) recommendations and is working on analysis of the impact of climatechange on its business and finances (scenario analysis). The Company will reflect the results of its
scenario analysis in its business strategies and will strive to enhance information disclosure inaccordance with the TCFD recommendations.
The Company discusses medium- and long-term risks and opportunities, as well as the direction of
responses, in social and governance materiality issues and reflects the results in the KPIs and goals foreach business year for implementation.
*Note 1: The Environmental Plan Package is comprised of the Environmental Policy, which
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incorporates our medium- to long-term perspective, the Environmental Vision 2050, whichsets out our vision for society to be achieved by 2050 and directions for our initiatives, andthe Environmental Targets 2030, which clarifies specific initiatives to be achieved by FY2030
in accordance with this vision. We have positioned the actions for climate change, resource
circulation and pollution prevention as three environmental issues that we will directly
address and have set specific targets for these themes. Details are published on the Company’s
website.
https://www.mitsubishi-motors.com/en/sustainability/environment/initiatives/-

The Company’s initiatives on sustainability are detailed in its “Sustainability Report 2023,” which
is published on the Company’s website.
https://www.mitsubishi-motors.com/en/sustainability/pdf/report2023/sustainability2023.pdf?20231110-

Details of the disclosure in accordance with the TCFD recommendations are posted in“Responding to Climate Change and Energy Issues” in the Sustainability Report 2023.
https://www.mitsubishi-motors.com/en/sustainability/pdf/report-2023/sustainability2023environment-climate_change.pdf?20231110(2) Investments in human capital and intellectual properties [Updated](i)

Investments in human capital
Mitsubishi Motors Group has set the Three Principles, which are positioned as the common basic
principles of Mitsubishi Group, as the policy for its corporate activities. Because human resources
are the key to the Group’s sustainable growth and the improvement of corporate value amid therapid changes in the business environment, the Company promotes various initiatives under thepolicies of human resource development that embody the “MMC WAY,” which is an action
guideline for carrying out the Vision & Mission, as well as the creation of a work environment
where each and every employee can work with a sense of purpose, fully demonstrate their abilities,
have a high level of engagement, and work energetically in good physical and mental health.
For specific initiatives, indices and goals concerning investments in human capital, please refer
to “II. Overview of Business; 2. Approach to and initiatives for sustainability; (3) Strategy on
human capital (including diversity of human resources), indices and goals” in the FY2023
Annual Securities Report (Yuka Shoken Hokokusho).
https://www.mitsubishi-motors.com/en/investors/library/yuka.html(ii) Investments in intellectual properties
The Company is committed to the desires of drivers to “broaden range of activity and take on
different challenges, by providing a sense of safety and peace of mind as well as joy to every
driver and passenger, while meeting.”
In addition to further refining the reliability and drivability technologies that we have cultivatedover the years, we place emphasis on investing in activities to create innovative technologies, suchas electrification technology (PHEV or plug-in hybrid EV systems, etc.) and four-wheel control
technology (S-AWC or Super All-Wheel Control). By creating such technologies and protecting
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CORPORATE GOVERNANCE
and utilizing them, we aim to provide inventive products that have a significant presence and a
new value that leads the times.
Based on the Company’s new mid-term business plan, intellectual property departments areplaying a central role in planning and formulating the intellectual property strategy in close
cooperation with development departments, design departments, product planning departments,
etc. within the Company. By doing so, the Company acquires rights on patents, designs, andtrademarks in Japan and overseas in a planned manner to maximize the effectiveness ofinvestments, leading to the creation of corporate value from intellectual property.
Especially in our patent strategy, the Company is working to build a global patent portfolio bypositioning electrification technology, four-wheel control technology, durable reliability
technology, and comfort technology as the constituent technologies that make Mitsubishi Motors
unique and which realize “the environment × safety, security and comfort.” In terms of design
strategy, the Company is striving to acquire rights for designs that express the uniqueness of
Mitsubishi Motors, including the front design of the Dynamic Shield. By continuing tosystematically acquire these rights, the Company aims to strengthen its intellectual capital, which
can contribute to improving its profitability.
In addition, as part of its measures to protect intellectual property, the Company takes
countermeasures against copies made by third parties, which make unauthorized use of intellectual
property of the Company, and interacts with government agencies in Japan and overseas incooperation with relevant industry associations.
Furthermore, the Company honors not only its own intellectual property but also that of third
parties and proactively undertakes internal education and awareness-raising activities to prevent
unintended infringement upon intellectual property rights of third parties by the Company.
Supplementary Principle 4-1-1.

Roles and Responsibilities of the Board

The items that require a resolution of the Board pursuant to laws, regulations or provisions of the Articles
of Incorporation, the items delegated to the Board by a resolution at a General Meeting of Shareholders, andcertain material matters related to business management are resolved by the Board. Executive Officers are
given the authorization to make decisions relating to the execution of business excluding any of the above
matters. The Rules of the Board stipulate the items that require a resolution of the Board and the items that
require reporting at the Board meeting.
Principle 4-9. Independence Standards and Qualification for Independent Directors
The Company’s criteria for evaluating the independence of Outside Directors are set forth below in “Other
matters relating to Independent Directors.”
Based on Supplementary Principle 4-8-1, the Company holds a “Roundtable Meeting of Independent
Directors” composed only of Independent Directors approximately once a quarter, where person(s)responsible is/are invited from the executive side according to the agenda. From the perspective of actively
contributing to discussions at Board meetings, the Roundtable Meeting serves as a place for exchanging
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information and sharing recognition from an independent and objective standpoint.
Supplementary Principle 4-11-1. Composition of the Board of Directors
The Company has defined that knowledge, experience, and expertise of Directors, which are deemed to beimportant for the Board of the listed company, engaged in global management in the automobile industry
undergoing significant transformation as “management experience in listed companies,” “expertise in theautomobile field,” “expertise in law, accounting and finance,” and “knowledge in global situations, socialand economic trends, etc.” Knowledge, experience, and expertise of each Director are listed in the“Corporate Governance” page on the Company’s website.
https://www.mitsubishi-motors.com/en/sustainability/governance/policy_skill.html
The Company will continue to build a structure with awareness of the balance and diversity of knowledge,
experience and expertise, as well as the scale, of the Board as a whole.
Independent Directors with management experience in other companies are as referred to above in“Supplementary Principle 4-11-1. Composition of the Board of Directors” in “Reasons for Non-compliancewith the Principles of the Corporate Governance Code.”
The policies and procedures for nominating Directors are as detailed above in “Principle 3-1. Full
Disclosure; Policies and procedures for the appointment and dismissal of top management and nominating
Director candidates” in “Disclosure Based on the Principles of the Corporate Governance Code.”
Supplementary Principle 4-11-2. Status of Directors Concurrent Positions as Director of Other
ListedCompanies The status of concurrent position of Outside Directors at other companies is disclosed each year
through the Notice of the General Meeting of Shareholders, the Annual Securities Report (Yuka Shoken
Hokokusho), the Corporate Governance Report and other means.
Supplementary Principle 4-11-3. Analysis and Evaluation of the Effectiveness of the Board[Updated]
To improve the effectiveness of its corporate governance, the Company annually conducts a questionnaire
survey of all Directors to evaluate the effectiveness of its Board. The results of the surveys are reported to
the Board of Directors.
In FY2023, we conducted a survey of all Directors based on the following items to enhance the supervisory
function of the Board of Directors.
<Aspects evaluated>
1. Structure and operations of the Board

2. Management and business strategy

3. Corporate ethics and risk management

4. Monitoring management

5. Dialogue with shareholders

6. Committees

The following is a summary of the effectiveness of the Board of Directors in FY2023 taking into accountthe opinions received from each Director.
• The Company’s Board of Directors is generally judged to be effective.
• The importance of continuing to deepen discussions on medium- to long-term comprehensive
management strategies was recognized. It is important to pursue the following initiatives for further
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improvement.
‒ More profound sharing and understanding of management-related information as a basis for
improving the quality of discussions, supervision, and decision-making‒ Concrete opportunities for strategic discussions, including the setting of related agendas
Based on the summary and recognition of issues, the Board of Directors is considering the following
responses.
• Expand opportunities for discussions on management-related information, such as the management andbusiness environment and the status of business execution in major divisions• Further enhance opportunities for strategic discussions through the setting of agendas such as major
regional strategies, capital strategies, and human resource strategies• Review the standards for the Board of Directors meeting agenda to ensure they are more suitable formore profound discussions on medium- to long-term comprehensive management strategies as amonitoring board
Through these initiatives, we will further improve the effectiveness of the Board of Directors and continue
to strengthen corporate governance.
Supplementary Principle 4-14-2. Director and Top Management Training [Updated]
The Company intends to carry out training for Members of the Board, Executive Officers, and Corporate
Officers, such as utilizing outside experts and external seminars and providing opportunities to explain topics
such as financial matters and corporate governance, to ensure that Officers appropriately perform their rolesand duties. In FY2023, the Company conducted training on internal controls, compliance, information
security, the responsibilities and roles of Executive Officers, and compensation for Directors.
The Company intends to provide Outside Directors with the opportunity to inspect business locations inJapan and overseas and opportunities for dialogue to deepen their understanding of the Company’s business,
provide opportunities to prepare by distributing the resolution materials of Board meetings and explanatory
materials beforehand and conducting explanations in advance as necessary, and take other measures in orderto facilitate thorough discussion at Board meetings.
Principle 5-1. Policy for Constructive Dialogue with Shareholders
The Company regards constructive dialogue with all shareholders and investors to be essential from theperspective of sustainable growth and medium- to long-term improvement of corporate value and will
implement various measures to promote such dialogue.
(1) Designation of Top Management to Supervise General Dialogue with Shareholders
Appropriate persons among Directors and management will conduct a dialog with shareholders andinvestors under the supervision by the Executive Officer in charge of corporate strategy management.
(2) Measures for Cooperation among Internal Departments [Updated]
At the Company, dialogues (meetings) with shareholders and investors will be handled by thedepartment in charge of investor relations for investors (hereinafter referred to as “IR”) and anotherdepartment in charge of the shares of the shareholders. These departments will cooperate when11

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conducting various measures to promote understanding of the Company by the shareholders andinvestors, and they will communicate with the corporate strategy management, public relations,finance, accounting and legal and other departments.
(3) Efforts to Enhance Methods of Dialogue [Updated]
In addition to individual dialogues by each responsible department, top management will periodically
visit domestic and international investors and participates in conferences held by securities companies.
The Company will also work to enhance dialogues through General Meetings of Shareholders, factory
tours in Japan and overseas, corporate briefings for investors, and other opportunities. Additionally, inorder for shareholders and investors to further their understanding of the Company’s business, theCompany will continuously work to enhance its website for investors to disseminate more easily
understandable information outside the Company.
(4) Measures for Effective Feedback of Shareholder Views and Concerns [Updated]
The results of IR activities will be compiled, focusing on the opinions and comments received, andreported to the Board twice a year. Matters of concern of the shareholders and investors will be regularly
shared (at least once each quarter) with top management. In addition, the content of dialogue withindividual investors will regularly be reported (at least one each half- year) to top management,
depending on its importance.
(5) Measures to Control Insider Information [Updated]
The types of information to be disclosed, basic principles, responsible persons, division in charge,
timely disclosure process and other matters of the “Policy on Timely Disclosure of Material
Information” are published on the Company’s website. During the two weeks immediately precedingannouncements of the full-year and quarterly financial results, the Company shall make absolutely nocomments regarding its business performance. In addition, insider information will be managed bythoroughly and clearly specifying its confidential classification.
(6) Dialogue with Shareholders, etc. [Updated]
Various IR events and individual dialogues (meetings) were conducted with shareholders and investors
in Japan and overseas. The main IR activities and individual meetings in FY2023 are listed below.
Event

Number of events

Financial results meeting

4Management discussion meeting

4

Individual event*

4

Primary responders
Representative Executive Officer, President & CEO;
Representative Executive Officer, Executive Vice President, etc.
Representative Executive Officer, President & CEO;
Representative Executive Officer, Executive Vice President, etc.
Related Executive Officers, Directors, etc.

*ASEAN Business briefing, Japan Mobility Show stage invitation, Okazaki Plant tour, New Triton off-road vehicle test rides
Dialogues
Individual dialogues (meetings) withshareholders and investors

Number of events
240
593 companies

Primary responders
Representative Executive Officer, President & CEO; Related
Executive Officers, etc.

In addition, the Company sends personnel to IR seminars for individual investors sponsored by
securities companies and to briefings for investee companies held by asset management companies.
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2. Capital Structure
Foreign Shareholding Ratio

10% or more but less than 20%[Status of Major Shareholders] [Updated]
Name / Company Name

Number of Shares Owned

Percentage (%)

Nissan Motor Co., Ltd.

506,620,577

34.01

Mitsubishi Corporation

298,012,214

20.00

The Master Trust Bank of Japan, Ltd. (Trust

104,746,400

7.03

Custody Bank of Japan, Ltd. (Trust account)

27,795,920

1.86

Mitsubishi Heavy Industries, Ltd.

21,572,455

1.44

MUFG Bank, Ltd.

14,877,512

0.99

NORTHERN TRUST GLOBAL SERVICES SE,

12,240,000

0.82

THE BANK OF NEW YORK MELLON 140044

11,611,400

0.77

STATE STREET BANK WEST CLIENT—

7,914,200

0.53

7,348,900

0.49

account)

LUXEMBOURG RE LUDU RE: UCITS
CLIENTS 15. 315 PCT NON TREATYACCOUNTTREATY 505234
Custody Bank of Japan, Ltd. (Trust account 4)
Controlling Shareholder (except for Parent―

Company)
Parent Company

None

Supplementary Explanations―

3. Corporate Attributes
Market Section to Be Listed

Tokyo Stock Exchange, Prime Market

Fiscal Year-End

MarchType of BusinessTransportation Equipment

Number of Employees (consolidated) as of the

1,000 or more

End of the Previous Fiscal YearSales (consolidated) as of the End of the¥1 trillion or more

Previous Fiscal Year
Number of Consolidated Subsidiaries as of the

From 10 to less than 50

End of the Previous Fiscal Year

13

Corporate governance
CORPORATE GOVERNANCE

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―

5. Other Special Circumstances which may have a Material Impact on Corporate Governance[Updated](1)

Approach and Policy on Group Management for Other Affiliated Companies
Nissan Motor Co., Ltd.
As of March 31, 2024, Nissan Motor Co., Ltd., a major shareholder of Mitsubishi Motors,
owns 34.01% of the Company’s shares. As the largest shareholder, Nissan Motor respects
the Company’s management independence, brand, and history and supports the realizationof the Company’s growth potential.
On May 25, 2016, Nissan Motor and the Company signed a capital and business allianceagreement. The two parties are in a cooperative relationship in terms of OEM of eachother’s vehicles and parts, mutual product manufacturing, and research and development
related to existing, new, and advanced technologies. In addition, Nissan Motor Co., Ltd.
and the Company have established an alliance with Renault.
Mitsubishi Corporation
Mitsubishi Corporation, a major shareholder of the Company, owns 20.00% of theCompany's shares as of March 31, 2024. Respecting the independence of listed
subsidiaries and affiliates, including the Company, and expecting the enhancement ofcorporate value and business value, Mitsubishi Corporation strives to optimize
consolidated management by sharing management principles and strategies in order toenhance the corporate value of the Mitsubishi Corporation Group as a whole.
Mitsubishi Corporation and the Company are in a cooperative relationship centered on thesale of products overseas.

(2)

Approach and Measures, etc. to Ensure Independence from Other AffiliatedCompanies
As for the appointment and dismissal of Directors and Executive Officers of the Company,in order to ensure independence from major shareholders, the statutory Nomination
Committee, which is chaired by an Independent Director and which a majority of its
members are Independent Directors, makes decisions on the appointment and dismissalof Directors and approves proposals for the appointment and dismissal of Executive
Officers.
In transactions with major shareholders, the Company fully applies the same economic
rationality as it does for other business partners. The Board of Directors Rules stipulatethat Directors with special interests shall not participate when the Board of Directors
14Corporate governance
CORPORATE GOVERNANCE
makes resolutions. In addition, other transactions of the Board of Directors are checkedby more than one person and approved by the person responsible in accordance with the
Delegation of Authority (DOA) rules.
(3)

Contracts Related to the Views and Policies regarding Group Management of Other
Affiliated companies
On May 25, 2016, Nissan Motor and the Company signed a strategic alliance agreement
to promote cooperation in OEM of each other’s vehicles and parts, mutual productmanufacturing, and research and development related to existing, new, and advanced
technologies.

15

Corporate governance
CORPORATE GOVERNANCE

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organizational Structure

Company with three committees[Directors]
Maximum Number of Directors Stipulated in

No maximum setting

Articles of Incorporation
Term of Office Stipulated in Articles of

1 year

Incorporation
Chairperson of the Board

Chairperson of the Board

Number of Directors

13[Matters Concerning Outside Directors]
Number of Outside Directors

11

Number of Outside Directors Designated as

5

Independent Directors
Directors’ Relationship with the Company (1)NameAttribute

Tomofumi Hiraku

Other

Shunichi Miyanaga

From another company

Main Kohda

Other

Kenichiro Sasae

Other

Hideyuki Sakamoto

From another company

Yoshihiko Nakamura

Certified public

Relationship with the Company (*1)
a

b

c

d

e

f

g

h

i

j

k

△

accountant
Joji Tagawa

From another company

Takahiko Ikushima

From another company

Takehiko Kakiuchi

From another company

Kanetsugu Mike

From another company

Junko Ogushi
Attorney-at-law* Categories for “Relationship with the Company”* “○,” when the Director presently falls or has recently fallen under the category; “△,” when the Director fell
under the category in the past;* “●,” when a close relative of the Director presently falls or has recently fallen under the category; “▲,” when aclose relative of the Director fell under the category in the past.
a. Executive of the Company or its subsidiaries
b. Executive or Non-Executive Director of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
16Corporate governance
CORPORATE GOVERNANCE
d.
e.
f.
g.
h.
i.
j.
k.

A party whose major client or supplier is the Company or an executive thereof
Major client or supplier of the Company or an executive thereof
Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a Director
Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal
entity)Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the Director himself/herself only)
Executive of a company, between which the Outside Directors are mutually appointed (the Director
himself/herself only)
Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
Other

Directors’ Relationship with the Company (2)NameCommittee or Board
Nomination Compensation
Audit
Committee
Committee
Committee○

Tomofumi
HirakuDesignationas
Independent
Director○

Supplementary
Explanation of
the Relationship―

Reasons for Appointment■Reason for Appointment
as Outside Director
Although he does nothave experience being
involved in the
management of acompany other than bymeans of serving as an
Outside Director, Mr.
Hiraku has served in aseries of important roles
as Director-General of the
Kansai Bureau andDirector-General of the
Manufacturing Industries
Bureau for the Ministry of
Economy, Trade andIndustry (METI), and wasengaged in energy policy
at the Agency for Natural
Resources and Energy,
possessing broad
experience and knowledge
and a wide network acrossindustrial fields; we
expect that he will use
these attributes to actively
oversee management of
the Company and provide
advice and opinions as
Director and Chairperson.
■Reason for Designation
as an Independent
Director, etc.
There are no
circumstances that would
damage independence inany of the main elements
for determining
independence, such as aparent company’s or17

Corporate governance
CORPORATE GOVERNANCE

Name

Committee or Board
Nomination Compensation
Audit
Committee
Committee
Committee

Designationas
Independent
Director○

Supplementary
Explanation of
the Relationship―

ShunichiMiyanaga○○○

Main Kohda―

Reasons for Appointment
sibling company’s
relationship with theCompany, a business
partner’s relationship, or
an immediate family
member’s relationship.
Mr. Hiraku is neither
significantly controlled by
nor significantly
controlling operational
management of theCompany. Accordingly,
the Company has
determined that Mr.
Hiraku is independent
from its management andhas designated him as an
Independent Director.
■Reason for Appointment
as Outside Director
Mr. Miyanaga possesses
considerable experienceand knowledge obtainedin corporate management
in a manufacturing
company, and we expect
he will utilize those
attributes to actively
oversee management of
the Company and provide
advice and opinions.
■Reason for Appointment
as Outside Director
While she does not haveexperience being involvedin the management of acompany other than bymeans of serving as an
Outside Director, Ms.
Kohda possesses deep
knowledge about
international finance, keen
acumen and objective
perspective as a writer,and considerable insightand experience gained asa Member of the Councilof the Ministry of Financeand the Ministry of Land,
Infrastructure, Transport
and Tourism, and we
expect she will utilize
those attributes to actively
oversee management of
the Company and provide
advice and opinions.
■Reason for Designation
as an Independent
Director, etc.
There are no
circumstances that would

18

Corporate governance
CORPORATE GOVERNANCE

Name

Committee or Board
Nomination Compensation
Audit
Committee
Committee
Committee○○

Designationas
Independent
Director○

Kenichiro Sasae

19

Supplementary
Explanation of
the RelationshipMr. Sasae had anadvisory
agreement with
the Company
that concluded
in May 2019,
but theremuneration
amount underthat agreement
was less than thestandard amountthe Company
sets fordetermining
independence(over 10 million
yen annually),
and theCompany has
determined thatit does not affect
Mr. Sasae’s
independence.

Reasons for Appointment
damage independence inany of the main elements
for determining
independence, such as aparent company’s orsibling company’s
relationship with theCompany, a business
partner’s relationship, or
an immediate family
member’s relationship.
Ms. Kohda is neither
significantly controlled by
nor significantly
controlling operational
management of theCompany. Accordingly,
the Company has
determined that Ms.
Kohda is independent
from its management andhas designated her as an
Independent Director.
■Reason for Appointment
as Outside Director
While he does not haveexperience being involvedin the management of acompany other than bymeans of serving as an
Outside Director, Mr.
Sasae served in a series ofimportant roles at the
Ministry of Foreign
Affairs and possesses
broad international
understanding andexperience as a diplomat,
and we expect he will
utilize those attributes toactively oversee
management of theCompany and provide
advice and opinions.
■Reason for Designation
as an Independent
Director, etc.
There are no
circumstances that would
damage independence inany of the main elements
for determining
independence, such as aparent company’s orsibling company’s
relationship with theCompany, a business
partner’s relationship, or
an immediate family
member’s relationship.
Mr. Sasae is neitherCorporate governance
CORPORATE GOVERNANCE

Name

Committee or Board
Nomination Compensation
Audit
Committee
Committee
Committee

Designationas
Independent
Director○

Supplementary
Explanation of
the Relationship―

Hideyuki
Sakamoto○○

Yoshihiko
Nakamura―

Reasons for Appointment
significantly controlled by
nor significantly
controlling operational
management of theCompany. Accordingly,
the Company has
determined that Mr. Sasae
is independent from its
management and has
designated him as an
Independent Director.
■Reason for Appointment
as Outside Director
Mr. Sakamoto has awealth of knowledge andexperience in the
management of an
automotive manufacturer
that has expanded its
business across the globe,
and we expect that he will
utilize those attributes toactively oversee
management of theCompany and provide
advice and opinions.
■Reason for Appointment
as Outside Director
Although he does nothave experience being
involved in the
management of acompany other than bymeans of serving as an
Outside Director, Mr.
Nakamura has worked formany years as a certified
public accountant andpossesses extensive
knowledge as a specialistin accounting audits; we
expect that he will utilize
those attributes to actively
oversee management of
the Company and provide
advice and opinions.
■Reason for Designation
as an Independent
Director, etc.
There are no
circumstances that would
damage independence inany of the main elements
for determining
independence, such as aparent company’s orsibling company’s
relationship with theCompany, a business
partner’s relationship, or
an immediate family

20Corporate governance
CORPORATE GOVERNANCE

Name

Committee or Board
Nomination Compensation
Audit
Committee
Committee
Committee○

Designationas
Independent
Director

Supplementary
Explanation of
the Relationship―Joji Tagawa○―

Takahiko
Ikushima○―

Takehiko
Kakiuchi21

Reasons for Appointment
member’s relationship.
Mr. Nakamura is neither
significantly controlled by
nor significantly
controlling operational
management of theCompany. Accordingly,
the Company has
determined that Mr.
Nakamura is independent
from its management andhas designated him as an
Independent Director.
■Reason for Appointment
as Outside Director
Mr. Tagawa has a wealthof knowledge andexperience in the
management of an
automotive manufacturer
that has expanded its
business across the globe,
and we expect that he will
utilize those attributes toactively oversee
management of theCompany and provide
advice and opinions.
■Reason for Appointment
as Outside Director
Mr. Ikushima has a wealthof knowledge andexperience at an
automotive manufacturer
that has expanded its
business across the globe,
and we expect that he will
utilize those attributes toactively conduct oversee
management of theCompany and provide
advice and opinions.
■Reason for Appointment
as Outside Director
Mr. Kakiuchi possesses
considerable experience,achievements, and insighton global business
management nurtured
through his career as acorporate manager at a
general trading company
that operates worldwide,
and we expect he will
utilize those attributes toactively oversee
management of theCompany and provide
advice and opinions.

Corporate governance
CORPORATE GOVERNANCE

Name

Committee or Board
Nomination Compensation
Audit
Committee
Committee
Committee

Designationas
Independent
Director○

Supplementary
Explanation of
the Relationship―

Kanetsugu Mike

○

○

―

Reasons for Appointment■Reason for Appointment
as Outside Director
Mr. Mike has a wealth ofexperience and extensive
knowledge as a managerof an international
financial institution, andwe expect he will utilize
those attributes to actively
conduct oversee
management of theCompany and provide
advice and opinions.
■Reason for Appointment
as Outside Director
While she does not haveexperience being involvedin the management of acompany other than bymeans of serving as an
Outside Director, Ms.
Ogushi has distinguishedherself as a lawyer over along period, and we
expect that she will use
her considerable
experience and knowledge
as a legal professional toactively oversee
management of theCompany and provide
advice and opinions.
■Reason for Designation
as an Independent
Director, etc.
There are no
circumstances that would
damage independence inany of the main elements
for determining
independence, such as aparent company’s orsibling company’s
relationship with theCompany, a business
partner’s relationship, or
an immediate family
member’s relationship.
Ms. Ogushi is neither
significantly controlled by
nor significantly
controlling operational
management of theCompany. Accordingly,
the Company has
determined that Ms.
Ogushi is independent
from its management andhas designated her as an
Independent Director.

Junko Ogushi

22Corporate governance
CORPORATE GOVERNANCE[Committees]
Members and chairperson of each committee
All Members
Full time(No. ofMember (No.
Members)of Members)
Nomination
50Committee
Compensation
50Committee
Audit
51Committee

Internal
Director (No.
of Members)0

OutsideDirector (No.
of Members)
5

Outside Director

1

4Outside Director

1

4Outside Director

Chairperson[Executive Officers] [Updated]
Number of Executive Officers

10

Concurrent Positions Held
Right toName

Concurrently Serves as a Director (Y/N)

Represent

Nomination

Compensation(Y/N)

Committee

Committee

Concurrently
Serves as an
Employee(Y/N)

Takao Kato

Y

Y

×

○

None

Tatsuo Nakamura

Y

None

×

×

None

Kentaro Matsuoka

Y

None

×

×

None

Takeshi Yamaguchi

Y

None

×

×

None

Koichi Namiki

None

None

×

×

None

Tomoo Yoshida

None

None

×

×

None

Ikuro Hirozane

None

None

×

×

None

Yoichi Yokozawa

None

None

×

×

None

Yasuko Takazawa

None

None

×

×

None

Yasuhisa Yamamoto

None

None

×

×

None

23

Corporate governance
CORPORATE GOVERNANCE[Auditing Structure]
Presence of Directors and employees whoYassist the duties of the Audit Committee (Y/N)

Matters relating to the independence of such Directors and employees from Executive Officers [Updated]
The Company has established the Audit Committee Office to assist the Audit Committee in its duties and has
assigned full-time personnel to it.
The full-time personnel who assist the Audit Committee in its duties are not concurrently employees of any
Executive Officer or division, and they carry out such duties by receiving instructions exclusively from the
Audit Committee.
The Company seeks the opinion of the Audit Committee prior to transfers of full-time personnel to the Audit
Committee Office, and the Audit Committee Members conduct personnel evaluations of such employees.

Cooperation among Audit Committee Members, Accounting Auditors and Internal Audit Divisions
Cooperation between Audit Committee Members and Accounting Auditors
The Audit Committee Members work towards the mutual exchange of information by receiving information on
the auditing system, auditing plans and the status of implementation of audits from the Accounting Auditor, andat the same time explaining their own auditing plans and audit implementation status. Moreover, the Audit
Committee Members holds regular meetings with the Internal Audit Division and the Accounting Auditors; theCompany believes the foregoing are effective forums for information exchange.
Cooperation between Audit Committee Members and Internal Audit Divisions
Within the Internal Audit Division, the Company has established the Internal Audit Department and the Quality
Audit Department as internal audit divisions of the Company. The Audit Committee Members regularly holdmeetings with the Internal Audit Division to receive information regarding the auditing system, auditing plans,
and internal audit results within the Company and at its affiliated domestic and overseas companies (hereinaftercollectively referred to as the “Group”), and to provide feedback to the Internal Audit Division on the status of
the Audit Committee Members’ audits.
Additionally, the Audit Committee summarizes audit activities it has conducted, including the details of reports
received from the Internal Audit Division, and reports the results to the Board twice a year.
[Independent Directors]
Number of Independent Directors

524Corporate governance
CORPORATE GOVERNANCE
Other Matters relating to Independent Directors [Updated]
All Outside Directors who meet the qualifications of Independent Directors stipulated by the Tokyo Stock
Exchange are designated as Independent Directors.
The independence standards for the Company’s Outside Directors are as follows.
Independence Standards and Qualification for Outside Directors
The Outside Directors of the company shall not be any of the following and shall be in a neutral position
independent from the company’s management.
1.

An executive of a major shareholder*1 of the company

2.

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

3.

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

4.

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

5.

A consultant, an accounting professional such as a certified public accountant, or a legal professional suchas an attorney-at-law who receives a large amount*4 of monetary consideration or other property otherthan compensation of Members of the Board from the company (in the event such property is received bya corporation, association or other group, then any person belonging to such group)6.

An executive of a company with which the company shares a Director

7.

An executive of an organization that is receiving a large*4 donation or grant from the company

8.

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

9.

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

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

Introduction of Performance-based Remuneration System

Officers
Supplementary Explanation
The policy for initiatives for the grant of incentives to Directors and Executive Officers are summarized in the
Annual Securities Report (Yuka Shoken Hokokusho).
25

Corporate governance
CORPORATE GOVERNANCE
Recipients of Stock Options
Supplementary Explanation―[Director and Executive Officer Remuneration]
Disclosure of Individual Directors’Partial individual disclosure

Remuneration
Disclosure of Individual Executive Officers’

Partial individual disclosure

Remuneration
Supplementary Explanation
Individual disclosure for persons whose total remuneration is to be 100 million yen or more is conducted in “4.
Information about corporate governance, etc.” and in “IV. Information about Reporting Company” of theAnnual Securities Report (Yuka Shoken Hokokusho).
https://www.mitsubishi-motors.com/en/investors/library/yuka.html
Policy on Determining Remuneration

Y

Amounts and Calculation Methods
Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods [Updated]
The policies for determining the remuneration and calculation methods for Directors and Executive Officers in
FY2023 are set forth in “4. Information about corporate governance, etc.” and in “IV. Information about
Reporting Company” of the Annual Securities Report (Yuka Shoken Hokokusho).
https://www.mitsubishi-motors.com/en/investors/library/yuka.html[Support System for Outside Directors]
As the organization working as the secretariat and providing support for Outside Directors, the Executive
Committee of the Board supports the Board; the Corporate Governance Department supports the Nomination
Committee and the Compensation Committee; and the Audit Committee Office supports the Audit Committee.
Whenever a meeting of the Board or another committee is held, their respective secretariat sends materials in
advance as well as provides explanations in advance as necessary to facilitate a thorough advance examinationof the issues. The Audit Committee Office has the necessary number of employees assigned to it as dedicatedpersonnel.
Additionally, the Company has put in place procedures to facilitate an effective audit function by Outside
Directors, including providing Outside Directors with the opportunity to inspect business locations in Japan andoverseas and opportunities for dialogue to deepen their understanding of the Company’s business.

26

Corporate governance
CORPORATE GOVERNANCE

2.

Matters on Functions of Business Execution, Auditing, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)

As part of the goal of further strengthening corporate governance, the Company takes the form of a company
with three committees in order to: (i) make explicit the separation of supervisory and executive functions, (ii)work to further enhance supervisory functions and ensure thorough risk management to safeguard the soundness
and transparency of management, and (iii) realize the agile execution of business to rapidly respond to changes
in the business environment.
(1) Board and Directors [Updated]
The Board makes decisions on important management issues and oversees the execution of business by the
Directors and Executive Officers. As described above, as of June 20, 2024, the Board consists of 13
Directors, 11 of whom are Outside Directors, with considerable experience and a high level of knowledge,
etc. Furthermore, the Company has filed a notification with the Tokyo Stock Exchange (hereinafter referred
to as the “TSE”) to the effect that five of the Outside Directors are Independent Directors.
The status of attendance at Board meetings by each Director in FY2023 was as follows:
Tomofumi Hiraku: 17 of 17 meetings (100%)

Takao Kato

: 17 of 17 meetings (100%)

Hitoshi Inada: 17 of 17 meetings (100%)

Shunichi Miyanaga: 16 of 17 meetings (94%)

Main Kohda: 17 of 17 meetings (100%)

Kenichiro Sasae: 15 of 17 meetings (88%)

Hideyuki Sakamoto: 16 of 17 meetings (94%)

Yoshihiko Nakamura : 17 of 17 meetings (100%)
Joji Tagawa: 17 of 17 meetings (100%)

Takahiko Ikushima: 17 of 17 meetings (100%)

Takehiko Kakiuchi: 15 of 17 meetings (88%)

Kanetsugu Mike

: 17 of 17 meetings (100%)

Junko Ogushi*1: 14 of 14 meetings (100%)*Note 1: This Director’s date of assuming office was June 22, 2023, so the number of Board meetings the
Director was eligible to attend during FY2023 differs from that of the other Directors.
(2) Committees [Updated]
The Board has the following three statutory committees, the majority of the members for which are Outside
Directors, and thereby the Company has developed a system under which the Board oversees Directors andExecutive Officers as well as facilitating the Company’s corporate governance functions.
(i)Nomination Committee
The Nomination Committee makes decisions on resolution proposals for the appointment anddismissal of Directors to be submitted to the General Meeting of Shareholders. The Nomination
Committee is also responsible for approval of appointment and dismissal proposals for Executive
Officers to be submitted by the President to the Board, and deliberation on matters concerning
27

Corporate governance
CORPORATE GOVERNANCE
succession plans for the Company’s President, etc. The Nomination Committee consists of fiveOutside Directors, and an Independent Director (Main Kohda) serves as the chairperson.
The status of attendance at Nomination Committee meetings by each committee member in FY2023
was as follows:
Main Kohda: 11 of 11 meetings (100%)

Kenichiro Sasae: 10 of 11 meetings (91%)

Hideyuki Sakamoto : 10 of 11 meetings (91%)
Tomofumi Hiraku: 11 of 11 meetings (100%)

Takehiko Kakiuchi : 11 of 11 meetings (100%)(ii) Compensation Committee
The Compensation Committee deliberates and determines the policy for determining matters such as
the remuneration of Directors and Executive Officers, as well as matters such as the details of
individual remuneration. The Nomination Committee consists of four Outside Directors and one
Internal Director, and an Outside Director (Shunichi Miyanaga) serves as the chairperson.
The status of attendance at Compensation Committee meetings by each committee member in FY2023
was as follows:
Shunichi Miyanaga : 9 of 9 meetings (100%)
Main Kohda: 9 of 9 meetings (100%)

Kenichiro Sasae: 7 of 9 meetings (78%)

Joji Tagawa: 9 of 9 meetings (100%)

Takao Kato

: 9 of 9 meetings (100%)(iii) Audit Committee
Among other activities, the Audit Committee audits the execution of duties by Directors and Executive
Officers, supervises the status of the formulation and operation of the internal control system andprepares audit reports. Additionally, the Audit Committee conducts internal investigations on mattersthat the Board or the Audit Committee deems inappropriate for the executive side to conduct. The
Audit Committee consists of four Outside Directors and one Internal Director, and an Independent
Outside Director (Yoshihiko Nakamura) serves as the chairperson.
The status of attendance at Audit Committee meetings by each committee member in FY2023 was asfollows:
Yoshihiko Nakamura : 15 of 15 meetings (100%)
Takahiko Ikushima : 15 of 15 meetings (100%)
Kanetsugu Mike

: 15 of 15 meetings (100%)

Junko Ogushi *1: 12 of 12 meetings (100%)

Hitoshi Inada: 15 of 15 meetings (100%)28

Corporate governance
CORPORATE GOVERNANCE*Note 1: This committee member assumed office on June 22, 2023, so the number of Audit Committee
meetings this committee member was eligible to attend differs from that of the other Directors.
For more information on the activities of the Board and each committee, please refer to “4. Information about
corporate governance, etc.” in “IV. Information about Reporting Company” of the FY2023 Annual Securities
Report (Yuka Shoken Hokokusho).
https://www.mitsubishi-motors.com/en/investors/library/yuka.html(3) Executive Officers [Updated]
The Board make decisions on items that require a resolution of the Board pursuant to laws, regulations orprovisions of the Articles of Incorporation, items delegated to the Board by a resolution at a General
Meeting of Shareholders, and certain material items related to business management. Executive Officers
are given the authorization to make decisions relating to the execution of business excluding any of theabove items.
Executive Officers are responsible for making decisions on business execution delegated by the Board.
The President is appointed as the head of the executive departments by a resolution of the Board. As ofJune 20, 2024, there are 10 Executive Officers (including the President).
(4) Overview of the Decision-Making Process in the Execution of the Business of the Company and Related
Committees
Important matters on management are decided after deliberation at the Executive Committee (EC), whichis composed of all Executive Officers and chaired by the President.
Important matters relating to product development projects are decided after deliberation at the Product
Decision Meeting (PDM).
Additionally, matters related to internal control are decided after deliberation at the Internal Control
Committee.
Each of these committees are chaired by the President and the relevant Executive Officers serve as
members.
In the execution of business, in addition to the President, who is the head of the Executive Officers,
Executive Officers, who have authority and responsibilities as persons in charge with respect to the
execution of business within the scope of their duties, are also appointed. Moreover, the Company has
systematized decision making authority based on the Delegation of Authority (DOA) Rules and defined
the matters delegated and their scope. The Company also established decision making procedures for
major matters and is working to speed up business execution and improve the transparency of the decision
making process.
(5) Audits [Updated](i)

Audit Committee Audits
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CORPORATE GOVERNANCE
The Company’s Audit Committee gathers information and conducts organizational audits in relation
to the implementation and operation status for internal control systems (including internal controls
pertaining to financial reporting), such as those for main affiliates in Japan and overseas, status ofprogress with and operation of compliance activities, verification of the appropriateness of risk
evaluations, and risk management frameworks and the like, through Audit Committee meetings thatare held monthly, in principle, and other meetings with Internal Audit Divisions, interviews with
Executive Officers, and the like, based on audit policy and audit plans.
(ii) Internal Audits
The Company has established internal audit departments (the Internal Audit Department and the
Quality Audit Department) in the Internal Audit Division (an independent organization reporting
directly to the President) and these departments systematically conduct internal audits based on theannual audit plan.
As of the end of March 2024, the Internal Audit Division consists of 24 members with specialties,
including those with a variety of managerial experience, certified internal auditors, and eligibleinternal auditors. The Internal Audit Department (consisting of 15 members) conducts audits todetermine whether the Group’s operational management is transparent and uses appropriate processes.
The Quality Audit Department (consisting of seven members) conducts audits regarding the proper
execution of the Group’s work related to product quality.
The results of the internal audit conducted by the Internal Audit Division are reported to the President
and the Audit Committee.
Besides coordinating meetings with the Audit Committee six times a year and holding regular meetings
with full-time Audit Committee Members once a month, the Internal Audit Division also exchanges
information at three-way audit meetings with full-time Audit Committee Members and Accounting
Auditors.
(iii) Accounting Auditsa. Name of audit corporation
Ernst & Young ShinNihon LLC
b. Period of continued auditing
39 yearsc. CPAs conducting audits
Designated and Engagement Partners Hirohisa Fukuda, Takeshi Saida, and Taichi Muto.
d. Organization of assistants relating to the audit work
CPAs: 15; Other: 43
e. Audit corporation appointment and dismissal policy
The Audit Committee shall dismiss the Accounting Auditor based on the unanimous agreement of
all Audit Committee Members if the Accounting Auditor is found to fall under the particulars
provided in any of the Items in Article 340(1) of the Companies Act.
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Corporate governance
CORPORATE GOVERNANCE
In addition, if the Audit Committee determines it is necessary, such as if there is an impediment to
the Accounting Auditor’s performance of duties, the Audit Committee may propose dismissing or
not rehiring the Accounting Auditor as an agenda item for a General Meeting of Shareholders.
Decisions on the appointment of Accounting Auditors are made based on the above policy and theresults of an evaluation using the Accounting Auditor Evaluation Standards set forth by the Audit
Committee.
f. Evaluation of audit corporations by the Audit Committee
The Audit Committee conducts annual evaluations of the audit corporation’s quality control, audit
team suitability, appropriateness of audit fees, effectiveness of communication with the Audit
Committee, effectiveness of communication with top management, appropriateness of groupaudits and appropriate evaluation of the risk of misconduct by, and qualifications of, the audit
corporation, based on the Accounting Auditor Evaluation Standards.
(6) Status of Development of a Risk Management Framework [Updated]
The Company has established a risk management system for the entire Group and is promoting its
improvement through three risk management activities: “priority risk management,” “departmental risk
management” and “affiliated company risk management.”
For priority risk management, the Company selects risks faced by the entire Group with a high level ofpotential impact and high urgency and is working to minimize risk at as early a stage as possible byestablishing a “risk owner” for each risk.
For departmental risk management, under the “risk supervisors” appointed at headquarters and eachmanufacturing site, the Company goes through the “Plan-Do-Check-Action” or PDCA cycle ofidentification of each inherent risk, evaluation, planning and implementation of countermeasures, andmonitoring, with the intention of minimizing risk.
For risk management of affiliated companies, the Company regularly checks the status of their activities,
such as measures for various risks and improvement of the Business Continuity Plan (hereinafter referred
to as “BCP”), and it proposes and guides improvements as necessary.
As a new strengthening measure, the Internal Control Promotion Office was established in FY2022. In
recent years, geopolitical risks, economic security risks, business and human rights risks, etc. that are
intricately intertwined with strategic, financial, operational, and hazardous risks have emerged. The
Company has a system to manage the expanded scope of targeted risks.
These risk management initiatives are regularly reported to the Board as major internal control activities,
and their efficacy is verified.
In preparation for large-scale natural disasters such as earthquakes and pandemics, the Company is working
on disaster countermeasures and Business Continuity Management (hereinafter referred to as “BCP”) basedon its basic policy of ensuring the safety of its customers, employees, and their families, and providing
mutual assistance with local communities.
In FY2020, the Company established the BCM Committee as a permanent meeting body. In FY2022, it
took company-wide measures to strengthen BCM activities in normal times by centralizing existing internal
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Corporate governance
CORPORATE GOVERNANCE
initiatives.
The Company has established an emergency response manual and company-wide BCP operation
guidelines, which include setting up an emergency task force in the event of a serious incident and clarifying
the chain of command to establish a system for taking appropriate measures. To prepare for emergencies
even in normal times, the Company conducts BCP drills once a year, during which a company-wide task
force is established. Each site reports employee safety and damage status, and the company-wide task force
provides instructions.
The Company operates an emergency information contact system to enable swift communication with the
top management and speedy and accurate responses if unforeseen events occur.
In addition, to support those unable to return home, the Company head office has secured stockpiles to lastfor three days, based on the Tokyo Metropolitan Government’s Ordinance Covering Measures for Stranded
Persons. Also, the manufacturing sites are cooperating with neighboring municipalities on initiatives suchas stockpiling and accepting evacuees.
(7) Execution of Limitation of Liability Agreements with Directors
The Company has entered into agreements with all non-executive Directors limiting their liability as
provided in Article 423 (1) of the Companies Act to the greater of seven million yen or the minimum amountprescribed in Article 425 (1) of the Companies Act.

3. Reasons for Adoption of Current Corporate Governance System
Presented at the beginning of “2. Matters on Functions of Business Execution, Auditing, Nomination andRemuneration Decisions (Overview of Current Corporate Governance System)” above.

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III. Implementation of Measures for Shareholders and Other Stakeholders
1. Efforts to Stimulate the General Shareholder Meetings and Facilitate the Exercise of Voting Rights
Supplementary Explanations
Early Dispatch of In order to secure sufficient time for shareholders to consider proposals, theNotice of Annual
Company discloses and dispatches Notices as early as possible.
General Meetings Prior to the dispatch of Notices, the materials for the General Meetings ofof Shareholders
Shareholders are electronically provided on the Company’s website as well as(“Notice”)
on the Timely Disclosure Network (hereinafter referred to as “TDnet”) operated
by the TSE.
Scheduling
Held to avoid peak days.
Annual General
Meetings ofShareholders
Avoiding Peak
Days
Allowing
The Company has enabled the electronic exercise of voting rights (via theElectronic
Internet) since the 45th Ordinary General Meeting of Shareholders held on June
Exercise of Voting 25, 2014.
RightsParticipation in
The Company has been participating in an electronic voting platform forElectronic Voting
institutional investors operated by Investor Communications Japan, Inc.
Platform(hereinafter referred to as “ICJ”) since the 45th Ordinary General Meeting of
Shareholders held on June 25, 2014.
Providing Notice
The Company posts Notices in English on its website as well as on the Timely(Summary) in
Disclosure Network (hereinafter referred to as “TDnet”) operated by the TSE
Englishand the voting platform for institutional investors operated by ICJ promptly
after the disclosure of Notices in Japanese in an effort to disclose information to
overseas and foreign investors.
Other- Ordinary General Meetings of Shareholders are streamed live on the Internet
for shareholders. (Japanese version only)- The Company makes available partially edited recordings of each meeting for
approximately one month after the close of that meeting.
2. IR Activities [Updated]
Supplementary Explanations
Preparation andPublication ofDisclosure Policy
Regular Investor
Briefings forAnalysts andInstitutional
Investors
Regular Investor
Briefings forOverseas
Investors

The Company has prepared the “Policy on Timely
Disclosure of Material Information” which is published on
its website.
The Company holds yearly and quarterly financial resultsmeetings.

The Company holds overseas roadshows (visits toinvestors) and participates in IR conferences, etc. foroverseas investors. The Company also conducts
simultaneous translation in Japanese and English at its
presentations of financial results and publishes on the
Company’s website written English- language explanatory
materials and English- language explanatory videos forfinancial results announcements.

33

Explanation byRepresentative in
Person―Yes

Yes

Corporate governance
CORPORATE GOVERNANCE
Posting of IR
Materials on
WebsiteEstablishment of
Department and/orManager in
Charge of IR
Other

In the investors section of the Company’s website, theCompany sets forth a message from the top management,
its corporate profile, the mid-term business plan, financial
results information and explanatory materials (including ondemand streaming of the financial results presentations),
annual securities reports (Yuka Shoken Hokokusho),integrated reports, sustainability reports, Notices of, andNotices of resolutions for, Annual General Meetings ofShareholders, stock price and share information, credit
rating information, the “Policy on Timely Disclosure ofMaterial Information,” matters relating to corporate
governance, and various other types of information.
(Japanese)
https://www.mitsubishi-motors.com/jp/investors/(English)https://www.mitsubishi-motors.com/en/investors/
The Company has established the IR Office as a specialized
department. There were four staff members as of April 1,
2024.

―

The Company holds briefings, facility tours, test drive
events and other events for shareholders and investors as
appropriate to deepen understanding of its businessactivities.

――

3. Measures to Ensure Due Respect for Stakeholders [Updated]
Supplementary Explanations
Stipulation of
The Company has established a “Human Rights Policy” for the purpose ofInternal Rules for conducting business activities that respect human rights. Additionally, theRespecting theCompany respects the position of its stakeholders and, to fulfill its corporate
Position ofsocial responsibility (hereinafter referred to as “CSR”), has established the
Stakeholders
Mitsubishi Motors Corporation Global Code of Conduct as a standard withwhich all Officers and employees of the Company must comply. These polices
have been rolled out to, and must be observed by, its entire Group.
The website on the human rights initiatives of Mitsubishi Motors (including its
human rights policy)
https://www.mitsubishi-motors.com/en/sustainability/human_rights/index.html

Implementation ofEnvironmental
Preservation
Activities, CSR
Activities, etc.
Development of
Policies on
Information
Provision to
Stakeholders

Mitsubishi Motors Corporation Global Code of Conduct
https://www.mitsubishi-motors.com/en/sustainability/pdf/report2023/sustainability2023-governance-compliance.pdf
The Company strives to meet the needs and expectations of stakeholders byassessing the impact on stakeholders and the Company and flexibly setting andreviewing materiality issues while considering business strategies.
The Company prepares a Sustainability Report on specific activities each year
and discloses them inside and outside the Company on its website.
https://www.mitsubishi-motors.co/en/sustainability/
In connection with its goal of appropriate and timely disclosure of informationthat may have an effect on the investment decisions of shareholders andinvestors, the Company has prepared and announced its “Policy on Timely
Disclosure of Material Information.” This policy stipulates the types of
information to be disclosed, basic rules for disclosure, persons and departmentsin charge of disclosure, the disclosure process and various other matters.

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Corporate governance
CORPORATE GOVERNANCE

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development[Updated]
The Company has created the Vision & Missions so that looking into the future all employees of
the Group can act as a unit with a shared concept. Additionally, the Company has established
MMC WAY, which represents the frame of mind and behavior that each one of its employees
should be in for Missions in order to realize the Vision, and the Mitsubishi Motors Corporation
Global Code of Conduct serves as the foundation for these provisions and the norms to befollowed by Directors and employees.
The Board passed a resolution to adopt the “Basic Policy on Internal Control Systems” in orderto establish a system to ensure appropriateness of operations.
The Basic Policy on the Establishment of the Internal Control Systems that was resolved by the
Board on May 23, 2022, is shown below.
1.
(1)

(2)

(3)

(4)

System to ensure that performance of duties of Executive Officers and employees of theCompany conforms to laws and the Articles of Incorporation
In addition to establishing the Mitsubishi Motors Corporation Global Code of Conduct,building an organizational framework and implementing education and training for theobservance of laws, the Articles of Incorporation, and social rules and manners, theCompany established an internal contact point and uses information gathered through suchmeans for the prevention, correction and prevention of recurrence.
The Company appoints Outside Directors to oversee the Company’s management, andworks to achieve successful oversight thorough audits by the Audit Committee, including
Audit Committee Members who are Outside Directors.
The Company’s Internal Audit Division strictly audits whether the operational performanceof the Company is in violation of laws, the Articles of Incorporation, Company regulations
or other rules. If such department finds a problem, it is to report it to the relevant Directors
or other parties and thereafter regularly confirm the status of improvement in regards to such
issue.
The Company’s Internal Control Committee, which is chaired by the President and assigned
the Executive Officer for Internal Control / Corporate Affairs as a vice chairman, wasestablished as a core organization that oversees matters related to internal control incompliance with Companies Act.

2. Rules and other systems concerning management of risk of losses by the Company(1) For risks in the course of the Company’s business, the Company has clearly establishedstandards for agenda to the Board meetings and the Executive Committee meetings in theRules of the Board and the Rules of the Executive Committee, respectively, and operates
based on such.
(2) The Company appoints a person responsible for risk management at the organizational levelin each department or other division of the Company and works to establish and strengthen
its risk management system centered on such person.
(3) The Company has established an organization responsible for promoting risk management
and works to set up and strengthen a companywide risk management framework.
(4) To prepare, in the case of the occurrence of an unforeseen incident, information is promptly
conveyed to Directors and others to set up a system that can respond promptly andaccurately.
3. System to ensure that Executive Officers of the Company efficiently execute their duties(1) The Company works to maintain and improve management efficiency by establishingcompanywide management plans and clarifying specific business targets and execution
methods for a functional organization. Directors regularly receives reports on the status of
implementation.
(2) The Company makes clear the responsibilities and authority of the Directors and Executive
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Corporate governance
CORPORATE GOVERNANCE

Officers, and promotes the efficient execution of the duties of the Board and the Executive
Committee based on the Rules of the Board, the Rules of the Executive Committee andvarious other rules.
(3) In order to set up a system for efficient organizational operation and business execution andestablish a system facilitating rapid and agile decision-making for important issues for theCompany, the Board broadly delegates the decision of business execution to Executive
Officers, within the scope permitted by law, to ensure that the Executive Officers’
performance of their duties is conducted efficiently.
(4) The Company works to maintain and improve the clear and transparent delegation of
authority standards in order to expedite decision-making and clarify the processes.
4.

System for preservation and management of information concerning the execution of theduties of the Executive Officers of the Company
The Company prepare such information as documents or electronic data in accordance with
Company regulations or other rules and appropriately manages by establishing a person in
charge and stipulating the preparation method, preservation method, preservation period,
copying and disposal method, and so forth according to the importance of the information.

5. System to ensure the proper operation of business in the Group(1) The Company ensures the proper operation of the business of Group by stipulating thesupervisory organization of each of its subsidiaries and the responsibilities and authority,
management method and other matters related to management of its subsidiaries through its
internal regulations and other rules.
(2) The Company works to set up and enhance frameworks for proper business execution,observance of the Mitsubishi Motors Corporation Global Code of Conduct and businessaudits by the Officers and employees of its subsidiaries in conformance with laws and the
Articles of Incorporation through guidance and management of its subsidiaries inaccordance with a subsidiary’s size, business conditions and other factors.
(3) The Company strives to set up and strengthen risk management systems at its subsidiaries
through guidance for a subsidiary on implementation of risk management and other means,in accordance with a subsidiary’s size, business conditions and various other factors.
(4) The Company works to promote the strengthening, development and rationalization of its
subsidiaries through guidance and management of a subsidiary, and other means in line with
Rules of Management of Affiliated Companies and other internal regulations and rules, inaccordance with a subsidiary’s size, business conditions and various other factors.
(5) The Company establishes Rules of Management of Affiliated Companies and other internal
regulations and rules so that prior or subsequent explanations and reports are made to theCompany concerning its subsidiaries’ business, results, financial condition and otherimportant information.
(6) The Company and its subsidiaries establish the necessary organizations, internal regulations,etc. to ensure the adequacy of their respective financial information and to prepare anddisclose reliable financial reports.
6.

Directors and employees assist the duties of the Audit Committee of the Company
The Company has established an organization for assisting in the duties of the Audit
Committee and has assigned full-time personnel thereto.

7.

Independence of Directors and employees in the preceding paragraph from Executive
Officers of the Company and ensuring effectiveness of instruction by the Audit Committee
to such Directors and employees(1) Employees who assist the Audit Committee in its duties are not concurrently employees of
any Executive Officer or division and carry out such duties by receiving instructions
exclusively from the Audit Committee.
(2) The Company seeks the prior opinion of the Audit Committee concerning transfers ofdedicated personnel to assist in the Audit Committee’s duties. In addition, the Audit
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Corporate governance
CORPORATE GOVERNANCE

Committee conducts an evaluation of such full- time personnel.
8.

(1)
(2)

(3)

(4)
9.

System for Directors (excluding Directors who are Audit Committee Members), Executive
Officers, and employees of the Company, and Directors, Audit and Supervisory Board
Members, and employees of the Company’s subsidiaries, or persons receiving reports fromthe foregoing parties, to report to the Audit Committee and other systems for reporting to
the Audit Committee.
The Audit Committee Members of the Company attends meetings of the Board and otherimportant meetings as a matter of course.
The Company is thorough in setting up and operating a framework for reliably providing
the Audit Committee with important information from within the Company and its
subsidiaries on management, compliance and various other matters.
Officers and employees of the Company and its subsidiaries promptly make appropriate
reports on items related to the execution of their duties to the Audit Committee whenrequired to do so.
Executive Officers shall immediately report to an Audit Committee Member any facts they
discover that pose a risk of causing significant damage to the Company.
System to ensure that persons who have submitted a report described in paragraph 8 shallnot receive any disadvantageous treatment due to submission of such report
The Company prohibits disadvantageous treatment of Officers and employees of theCompany or its subsidiaries who have made reports directly or indirectly to the Audit
Committee of the Company related to having given such report and makes this prohibition
generally known among Officers and employees of the Company and its subsidiaries.

10. Procedure for advance payment or reimbursement of expenses incurred in the execution of
their duties (limited to those relating to the execution of the duties of the Audit Committee)
by Audit Committee Members of the Company, and other policies for processing expenses
and debts incurred in the execution of such duties
When an Audit Committee Member of the Company requests an advance or other payment
for expenses from the Company for the execution of their duties pursuant to Article 404(4)of the Companies Act, the Company promptly processes such expenses or debt after
deliberation by the department in charge, except in cases where it is proven that the expenses
or debt in such request were not necessary for the execution of the duties of such Audit
Committee Member.
11. Other systems to ensure that the audits by the Audit Committee are conducted effectively
The Audit Committee of the Company aims for appropriate communication and effective
execution of their auditing duties by engaging in regular exchanges of views with the
President and by working to cooperate with the Internal Audit Division and the Accounting
Auditor.
12. System to exclude anti-social forces
The Company and its subsidiaries take a resolute stance and response as an organization inits entirety, against illegal demands from anti-social forces that threaten to disrupt the orderand safety of our society and will take measures to reject any relationship with anti-social
forces.

2. Basic Views and the Progress of System Development on Eliminating Anti-Social Forces
As stated above in “12.System to exclude anti-social forces.”

37Corporate governance
CORPORATE GOVERNANCE

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

Not Adopted

Supplementary Explanation―

2. Other Matters Concerning the Corporate Governance System
The Company shall conduct timely disclosure based on the “Policy on Timely Disclosure ofMaterial Information” set forth below.
Policy on Timely Disclosure of Material Information
1. Objectives of the Policy
The Company believes that, in order to fulfill its social responsibilities, it is important thatit achieves accountability by disclosing timely and appropriate information to its
stakeholders. Furthermore, the Company believes that achieving this will contribute toincreasing management transparency.
Therefore, the Company has decided to carefully comply with the TSE’s “Rules Concerning
Timely Disclosure” and to formulate and carefully follow a policy which clearly states thetypes of information to be disclosed, the basic principles of disclosure, the responsible
persons, division in charge, the disclosure process and various other matters.
2.

Types of Disclosed Information
The information covered by this policy shall include “information related to the Company’sbusiness, operations, or performance which has a significant effect on securities investment
decisions” (hereinafter referred to as “material information”) that the TSE requires to bedisclosed in a timely and appropriate manner based on its “Rules Concerning Timely
Disclosure.”3.

Basic Principles of Disclosure
The Company shall comply with the following four basic principles when engaging in thetimely disclosure of material information.
(1) Transparency
Disclose information in accordance with the facts regardless of its content.
(2) Timeliness
Disclose information in a timely manner and without delay.
(3) Fairness
Endeavor to ensure that information is transmitted fairly to our various stakeholders.
(4) Continuity
Ensure continuity of the contents of the information disclosed.

4.

Person Responsible for the Timely Disclosure of Material Information
The person responsible for handling information has been appointed in accordance with
TSE rules.

5.

Roles of the Division in Charge of Timely Disclosure
The division in charge of IR activities shall also be in charge of timely disclosure and shallfulfill the following roles.
(1) Liaison with the TSE
Liaison with the TSE regarding the timely disclosure of material information.
(2) Disclosure of material information
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Corporate governance
CORPORATE GOVERNANCE

The persons responsible shall disclose information for decisions on material
information, facts which occur regarding material information and Company earnings
information in a timely and appropriate manner. They shall carry out the process fromgathering to disclosure of material information as shown in the attachment.
(3) Maintenance of the timely disclosure structure- Preparation and improvement
The persons responsible shall develop and, as necessary, improve the disclosure
structure, for example by establishing information transmission routes for the timely
and appropriate disclosure of material information.
- Education about the significance of timely disclosure
Educate executives and regular employees about the significance of timely disclosureof material information.
6.

Other Policies(1) Handling the spread of market rumors
As a general rule, the Company shall not comment on inquiries about market rumors.
However, if the Company judges that not responding to the rumor could have a serious
impact on the Company, it shall correspond with external parties in an appropriatemanner.
(2) Establishment of a silent period
The Company shall make absolutely no comments regarding its business performance
estimates during the two weeks immediately preceding announcements of the full-year
and quarterly business results.

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Corporate governance
CORPORATE GOVERNANCE

Corporate Governance and Business Execution Structures

40

Corporate governance
CORPORATE GOVERNANCE

Material Information Timely Disclosure Process (Flow Chart)

41