Corporate Governance andInternal Control System
With the Three Corporate Principles for a corporate philosophy, MC strives
to continuously increase corporate value through corporate activities rooted
in the principles of fairness and integrity. MC believes that by helping to enrichsociety, both materially and spiritually, it will also meet the expectations of allits stakeholders. In order to achieve these goals, MC recognizes the continuous
strengthening of corporate governance as a fundamental management policy since
it is the foundation for ensuring sound, transparent, and efficient management.
Under MC’s basic policy on corporate governance, MC has adopted a Company
with an Audit & Supervisory Committee to achieve a) separation of oversightand execution in management, b) oversight of management based on sufficientdeliberation by the Board of Directors, and c) timely and decisive decision-making
which has ability to respond to changes by delegating partial decision-making
authority for the execution of important operations to the President and CEO andother Executive Directors (collectively the “Executive Directors”).
Under this corporate governance system, the Executive Directors, who havebeen designated by the Board of Directors, formulate management strategies
and business plans, etc., and subsequently the Board of Directors deliberates anddetermines them. The Executive Directors periodically reports on the progressesof these strategies and plans to the Board of Directors, and the Board of Directors
monitors that progresses to continuously increase corporate value.
MC established internal rules and regulations for such matters as codesof conduct for officers and employees; company-wide lateral management
systems; and measures for prevention, correction, and improvement; and internal
whistleblower systems. After informing all parties, MC rigorously reflects therules and regulations in operations and realizes its compliance system. MC alsoestablished appropriate internal control systems, checks the operating status ofthese systems on an annual basis, and endeavors to continuously improve andstrengthen them.
MC has formulated the Mitsubishi Corporation Principles of Corporate Governanceto define the basic views and policies of corporate governance, as well as concrete
policies and initiatives based on them.

General Meeting of Shareholders
Appointment/Dismissal
Determination ofRemuneration Parameters
RequestBoard of Directors’
Advisory Bodies

8 In-house Directors
7 Independent Directors

Corporate Governance andNomination Committee

Advise3 In-house Members
7 Independent Members

Oversight

Appointment of
ExecutiveOfficers
Propose/Report

Compensation Committee
1 In-house Members
3 Independent Members

Appointment/Dismissal
Determination of
Remuneration Parameters

Audit & Supervisory Committee*
2 Full-time Audit &Supervisory Committee Members
3 Independent Audit &Supervisory Committee Members

Delegating partial
decison-making
authority for theexecution ofimportant operations

Report(management decision-making body)President and CEO

6 Overseas Members
4 Domestic Members

IndependentAuditors

Audit & Supervisory
Committee’s Office

Accounting
Audit

Cooperation among
Audit & Supervisory Committee/
Internal Audit Dept./
Independent Auditors

Executive Committee

International Advisory
Committee

ReportAppointment/
Dismissal

AssistAudit

Executive Structure
DirectReportInternal Audit Dept.

Corporate Staff Section
Executive Organization (Business Groups, etc.)* It is composed of Directors who are Audit & Supervisory Committee Members.

Corporate Governance and Nomination Committee

Compensation Committee

Member Composition (As of June 21, 2024)

Member Composition (As of June 21, 2024)▪Independent Members (7):▪Independent Members (3):▪In-house Members (3):Shunichi Miyanaga (Independent Director) Takehiko Kakiuchi* (Chairman of the Board)
Sakie Akiyama (Independent Director)
Katsuya Nakanishi (Director, President and CEO)Mari Sagiya (Independent Director)
Mitsumasa Icho
(Director, Full-time Audit & Supervisory Committee Member)Mari Kogiso (Independent Director)*Committee Chair
Tsuneyoshi Tatsuoka(Independent Director, Audit & Supervisory Committee Member)

Rieko Sato (Independent Director, Audit & Supervisory Committee Member)
Takeshi Nakao (Independent Director, Audit & Supervisory Committee Member)

Sakie Akiyama* (Independent Director)
Mari Kogiso (Independent Director)
Tsuneyoshi Tatsuoka(Independent Director, Audit & Supervisory Committee Member)▪In-house Members (1):Takehiko Kakiuchi (Chairman of the Board)*Committee Chair

International Advisory Committee
Member Composition (As of June 21, 2024)▪Overseas Members (6) (Nationality):▪Domestic Members (4):Mr. Jaime Augusto Zobel de Ayala

Takehiko Kakiuchi* (Chairman of the Board)
Katsuya Nakanishi (Director, President and CEO)
Kotaro Tsukamoto (Director, Senior Executive Vice President)
Tsuneyoshi Tatsuoka(Chairman, Ayala Corporation (The Philippines))

Professor Joseph S. Nye(Harvard University Distinguished Service Professor (United States of America))

Mr. Niall FitzGerald, KBE(Former Chairman, Unilever (Ireland))

Mr. Natarajan Chandrasekaran
Sir Rod Eddington(Former CEO, British Airways (Australia))

28

Audit,Oversight/Report

The Board of Directors(Chairman, Tata Sons (India))

Scan the QR code to view the Mitsubishi Corporation
Principles of Corporate Governance

ReportAuthority toState Opinions

Ambassador Bilahari Kausikan(Former Permanent Secretary, Ministry of Foreign Affairs Singapore (Singapore))(Independent Director, Audit & Supervisory Committee Member)*Committee Chair