MITSUBISHI UFJ FINANCIAL
GROUP
GREEN BOND
FRAMEWORK OVERVIEW AND SECOND OPINION BY
SUSTAINALYTICS
September 1st, 2016www.sustainalytics.com

Farnam Bidgoli (London)

Trisha Taneja (Toronto)

Dominic Chan (Singapore)

Manager, Advisory Services

Junior Advisor, Advisory Services

Senior Advisor, Institutional Relations

farnam.bidgoli@sustainalytics.com

trisha.taneja@sustainalytics.com

dominic.chan@sustainalytics.com(+44) 20 3514 3127(+1) 647 317 3695(+65) 3158 3796

Vikram Puppala

Vikram Puppala

Vikram Puppalawww.sustainalytics.com
www.sustainalytics.com

© Sustainalytics 2016

TABLE OF CONTENTS
FRAMEWORK OVERVIEW AND SECOND OPINION BY SUSTAINALYTICS

1

1. Preface3

2. Introduction

3

3. Framework overview
3.1 Use of Proceeds
3.2 Process for Project Evaluation and Selection
3.3 Management of Proceeds
3.4 Reporting

4
4
4
5
5

4. Sustainalytics’ opinion
Conclusion

6
8

APPENDICES
Appendix 1: The Ten Equator Principles
Appendix 2: Alignment with Green Bond Principles 2016

9
9
10

ABOUT SUSTAINALYTICS

162

© Sustainalytics 2016

1. PREFACE
Mitsubishi UFJ Financial Group (MUFG) is planning to issue a green bond to finance lending to renewableenergy projects. MUFG has engaged Sustainalytics to provide a second opinion on its green bondframework and the bond’s environmental credentials. As part of this engagement, Sustainalytics held
conversations with various members of MUFG’s management team to understand the sustainability
impact of their business processes and planned use of proceeds for the bond issuance. Sustainalytics also
reviewed relevant public and internal documents. This document contains two sections: Framework
Overview – a summary of the MUFG green bond framework; and Sustainalytics’ Opinion – an opinion on
the framework.

2. INTRODUCTION
MUFG, through its subsidiaries, provides financial services in Japan and internationally. It operates inseveral segments, including Retail Banking, Corporate Banking, Trust Assets, and Global Business Group.
MUFG’s Corporate Social Responsibility (CSR) policy is focused on three pillars that it has assessed as mostimportant to business success and societal stakeholders: Customers, Community, and Responsible
Finance. The Responsible Finance pillar explicitly references MUFG’s underlying objective to “contributeto the realization of a sustainable environment and society through its financial business.” MUFG aims torealize this objective through the (i) dissemination of renewable energy; (ii) public-private financial
partnerships; (iii) adoption and adherence to the Equator Principles, a risk management framework to
determine, assess and manage environmental and social risks and impacts in projects; (iv) consulting
services related to climate change mitigation; and (v) promotion of ESG investment. Particularly, thedissemination of renewable energy is a key business activity for MUFG. MUFG views financing renewableenergy as a way to integrate the CSR pillar of Responsible Finance into its business operations. In Financial
Year (FY) 2015, MUFG was ranked second in the global project finance lead arranger table for renewableenergy by Bloomberg New Energy Finance. In FY 2015, MUFG originated USD 2,639.1 million in renewableenergy project finance loans.1
To further the Responsible Finance pillar of its CSR policy, particularly the activity centered on promotion
and dissemination of renewable energy, MUFG is planning to issue a green bond to finance lending to
renewable energy projects. While the issuing entity will be MUFG, the entity that will manage lending to
Eligible Green Projects will be the Bank of Tokyo- Mitsubishi UFJ (BTMU), a wholly owned subsidiary of
MUFG. All new and existing projects financed through bond proceeds must be eligible according to the
Use of Proceeds criteria outlined in the Framework Overview below.

1 The Bloomberg New Energy Finance table is disclosed on the MUFG website:

http://www.mufg.jp/english/csr/juten/sustainability/saiseikanou/3© Sustainalytics 2016

3. FRAMEWORK OVERVIEW
Proceeds from MUFG’s green bond will be used to finance projects focused on the generation ofrenewable energy, specifically solar and wind energy. The following section summarizes MUFG’s green
bond framework including the use of proceeds, process for project selection, the management ofproceeds, and reporting.

3.1 Use of Proceeds
MUFG will allocate an amount equal to the net proceeds from the sale of the green bond to fundprojects that are eligible as per the criterion specified below.

3.1.1 Eligibility Criterion
In order for a project to be funded through green bond proceeds, the project must meet the following
eligibility criterion:Expenditures related to the development construction, operation, or expansion of facilities for
new and existing solar and wind projects that are (i) determined as Category B or Category C inaccordance with the Equator Principles, and (ii) signed since September 2014.

As per the Equator Principles, Category A projects have potential significant adverse environmental andsocial risks and/or impacts that are diverse, irreversible or unprecedented. Category B projects have
limited adverse environmental and social risks and/or impacts that are few in number, generally sitespecific, largely reversible and readily addressed through mitigation measures. Category C projects haveminimal or no adverse environmental and social risks and/or impacts.2 Proceeds of the green bond may
be allocated to lending to new and existing Category B or C renewable energy projects, such as solar
thermal power generation, solar photovoltaic power generation and onshore and offshore wind farmprojects.

3.2

Process for Project Evaluation and Selection

All renewable energy projects financed through bond proceeds are evaluated for financial viability by the
BTMU Structured Finance Division. Additionally, Eligible Green Projects financed through green bondproceeds are evaluated by the Social and Environmental Risk Assessment Office of BTMU’s Structured
Finance Division for their alignment with the eligibility criterion. As noted above, this includes selecting
projects that are categorised as Category B or Category C in accordance with the Equator Principles, i.e.
projects that have limited or minimal adverse environmental and social risks and impacts.
BTMU categorises projects as A, B or C based on its internal environmental and social risk assessment
process. This process is aligned with the ten Equator Principles (please see Appendix 2 for a complete listof the Equator Principles). As a part of this process, BTMU evaluates a project for minimal, limited orsignificant potential adverse environmental and social impact based on the International Finance
2 The Equator Principles: http://www.equator-principles.com/

4© Sustainalytics 2016

Corporation (IFC)’s eight Performance Standards on Environmental and Social Sustainability. For each
Performance Standard where limited or significant risk is identified, BTMU’s internal process requires theSocial and Environmental Risk Assessment Office to work in partnership with its clients to assess andmanage these environmental and social risks and impacts. The final project categorisation awarded
through this process, and alignment of the project selection process with the Equator Principles isreviewed by PricewaterhouseCoopers Sustainability Co., Ltd. As an example, the most recent
PricewaterhouseCoopers Sustainability Assurance report can be found on the MUFG website (please seelink in footnote).3

3.3

Management of Proceeds

While the bond will be issued by MUFG, proceeds will be loaned on to BTMU, a wholly owned subsidiaryof MUFG. As soon as MUFG receives the proceeds of the bond, MUFG will remit an amount equivalent to
the proceeds to BTMU, based on a loan agreement made between MUFG and BTMU. MUFG reports that
it will monitor and track the allocation of proceeds to Eligible Green Projects using BTMU’s internal loan
management system. This loan management system generates a spreadsheet listing all loans. BTMU uses
the spreadsheet to identify and tag loans that are eligible for funding through bond proceeds. Such loans
are identified and tagged by using internal project ID codes. Pending allocation of an amount equal to thenet proceeds to Eligible Green Projects, BTMU is expected to invest an amount equal to any unallocatedbalance of such net proceeds in cash, cash equivalents and/or marketable securities.

3.4 Reporting
Allocation Reporting and Compliance Review
MUFG has confirmed that it will, on an annual basis throughout the term of the bond, or until the proceeds
are fully allocated, disclose attestations by management that confirm allocation of proceeds to Eligible
Green Projects. Allocation of proceeds in these attestations will be disclosed in aggregate, on a project
portfolio basis. These attestations will be disclosed on the MUFG website. In addition, MUFG has
committed to undertaking an annual compliance review of funded projects with an independent
consultant with recognized expertise in environmental and social issues. Such a consultant will review abroad sample of projects from the total allocated projects in order to determine whether they meet theeligibility criteria defined in the framework. The consultant will also provide a letter stating the results ofthe compliance review, which MUFG may disclose publicly on its website. This compliance review will takeplace annually throughout the term of the bond, or until the proceeds are fully allocated.

Impact Reporting
MUFG has committed to publishing an impact report annually, throughout the term of the bond, that willreport on the following impact metrics: kWh of power generated from renewable energy produced by
Eligible Green Projects, and prospective carbon offset from Eligible Green Projects, in tonnes of CO2
equivalent. These metrics will be disclosed in aggregate, on a project portfolio basis. All impact reporting
will be disclosed on the MUFG website.

3 The most recent PricewaterhouseCoopers Sustainability Assurance report can be found at the link below:

http://www.mufg.jp/english/csr/juten/sustainability/sekidou/pdf/independent_assurance.pdf

5© Sustainalytics 2016

4. SUSTAINALYTICS’ OPINION
A strong Responsible Finance policy realized through sustainable products & services
Sustainalytics’ Environmental, Social, and Governance (ESG) research assesses MUFG as having a strong
environmental policy, as seen in the Responsible Finance pillar of its CSR policy. The strength of this policy
lies in MUFG’s commitment to go beyond the environmental and social risk assessment of its own
financing by encouraging the broader adoption of sustainable practices through its products and services.
As per Sustainalytics’ ESG research and analysis, this strength is demonstrated through three particular
MUFG commitments to (i) promote greater environmental responsibility through its activities, (ii)encourage the diffusion of environmentally friendly technologies, and (iii) report regularly on
environmental issues.
MUFG realizes the above three commitments through offering sustainable products and services. These
include loan products that offer subsidies to fund activities relating to energy conservation and energy
efficiency, as well as services such as the Joint Credit Mechanism (JCM) consulting service. MUFG’s JCM
consulting service supports the dissemination of low-carbon technologies to emerging markets as per thebilateral credit creation scheme proposed by Japan4. A specific illustration of how the JCM consulting
service enables MUFG to act on the three commitments described above is the ‘Green Hospitals’ project
developed in Vietnam. Through its JCM service, MUFG and its subsidiaries, financed the installation of
1,000 energy efficient air conditioners at two hospitals in Vietnam. As a part of this service, MUFG is also
developing a measurement and reporting methodology for Green House Gas (GHG) emissions reduced atthese hospitals.
While acknowledging the significance of MUFG’s sustainable products and services suite, Sustainalytics’
ESG research notes that MUFG does not have formal targets and deadlines with respect to either thissuite, or its renewable energy financing programs. Sustainalytics’ ESG research also notes that while
MUFG does promote the consideration of ESG factors in its investment management and project lending
activities, it gives limited consideration to ESG factors in its non-project based, general corporate lending
activities. For example, while MUFG avoids lending to cluster munition manufacturers,5 it does not havea formal policy that systematically incorporates such ESG considerations in corporate lending activities.
However, Sustainalytics evaluates the above as being in line with peer performance for banks.
Specifically, with respect to its project lending activities, Sustainalytics is of the opinion that MUFG has arobust and credible process to consider ESG factors that is in accordance with the Equator Principles. This
credibility of project lending with respect to renewable energy is reflected in MUFG’s ranking as the

4 The JCM is a bilateral credit creation scheme between Japan and developing countries proposed by the Japanese government to theinternational community. JCM allows Japan, a country with an emission-reduction commitment under the Kyoto Protocol, to implement anemission-reduction project in developing countries. This is often done through offering subsidies for the transfer of low carbon technologies.
These projects are then eligible to earn Certified Emission Reduction (CER) credits, each of which is equivalent to one tonne of carbon dioxide.
These CER credits are then traded bilaterally between Japan and the host developing country.
5 Sustainalytics ESG research6© Sustainalytics 2016second largest project finance lead arranger for renewable energy in the Bloomberg New Energy Financeleague table.6
Given the demonstrated realization of a strong Responsible Finance policy and the abovementioned
credibility of renewable energy project finance lending, Sustainalytics is of the opinion that MUFG is well
positioned to issue this green bond. Sustainalytics also believes that this green bond issuance aligns wellwith the three commitments that strengthen MUFG’s Responsible Finance policy.
Robust environmental and social risk management based on recognized third-party standard
BTMU, the entity using the proceeds to lend to Eligible Green Projects, has a robust internal process toassess and manage environmental and social risks stemming from its project finance activities. This
internal process complies with the Equator Principles (EP), a risk management framework for large-scale
projects. The credibility of the EP as a risk management tool derives from its ability to ensure:(i)

A mandatory review of all projects with respect to their level of impact in a comprehensive
range of environmental and social areas
Principle 1 of the EP mandates a review and categorisation of all projects as having significant(Category A), limited (Category B), or minimal (Category C) environmental and social impact.
Impact is assessed on the eight IFC Performance Standards on Environmental and Social
Sustainability. These cover a wide range of issues to address environmental and social risk,
including management of environmental and social impacts, community health, resource
efficiency and pollution prevention, and labour conditions.

(ii)

Strong mitigation process for projects with significant or limited adverse environmental andsocial impact
The EPs (specifically Principles 2-6) also require all7 Category A and B projects to conduct
environmental and social impact assessments, develop and maintain environmental
management systems, demonstrate effective stakeholder engagement, and establish agrievance mechanism8 to address concerns around the project’s environmental and social
performance. Sustainalytics is of the opinion that the abovementioned components combine
to form a strong overall process for mitigating impacts throughout the life of project.

(iii)

Continuous independent assurance of a project’s environmental and social impact
Principle 7 of the EP require that Category A and as appropriate, Category B projects are
subject to an independent review to assess the strength of the mitigation processes outlined
above, and to assess compliance with the EP. Additionally, Principle 9 of the EP also requires
the appointment of an independent environmental and social consultant to verify ongoing
monitoring and reporting of project impacts.

6

The Bloomberg New Energy Finance table is disclosed on the MUFG website:
http://www.mufg.jp/english/csr/juten/sustainability/saiseikanou/
7 Please note that for projects implemented in a set list of ‘Designated Countries,’ compliance with host country laws meets these mitigation
requirements. This is because these countries are assessed as having robust environmental and social governance, legislation systems andinstitutional capacity designed to protect their people and the natural environment.
8 For all Category A and, as appropriate, Category B Projects, MUFG’s client are required, as part of the ESMS, to establish a grievancemechanism designed to receive and facilitate resolution of concerns and grievances about the project’s environmental and social performance.

7© Sustainalytics 2016

Sustainalytics believes that the three points outlined above speak to the comprehensive nature of the EP.
Sustainalytics has reviewed internal BTMU’s documents that demonstrate compliance with the EP, and isof the opinion that three core strengths of the EP are well reflected in BTMU’s internal risk assessment
process. As well, BTMU has also confirmed that an independent third party auditor (Pricewaterhouse
Coopers) provides assurance on compliance with the EP.
Alignment with Green Bond Principles (GBP) 2016
Sustainalytics has determined that MUFG’s green bond aligns with the four pillars of the Green Bond
Principles 2016. Please see Appendix 2 for details.

Conclusion
MUFG’s green bond framework is transparent and provides clarity regarding use of proceeds and theoutcomes of the green bond investments. Renewable energy is included in the GBP as an eligible green
project category, offering clear environmental benefits. Additionally, MUFG’s project selection process isbased on external standards such as the Equator Principles. This ensures that projects funded throughbond proceeds have minimal or limited adverse environmental or social impacts. Sustainalytics is of theopinion that MUFG’s green bond aligns with the four pillars of the GBP, and is robust and credible.

8© Sustainalytics 2016

APPENDICES
Appendix 1: The Ten Equator Principles
The Equator Principles are listed below, and can be viewed at the following link: http://www.equatorprinciples.com/











Principle 1: Review and Categorisation
Principle 2: Environmental and Social Assessment
Principle 3: Applicable Environmental and Social Standards
Principle 4: Environmental and Social Management System and Equator Principles Action Plan
Principle 5: Stakeholder Engagement
Principle 6: Grievance Mechanism
Principle 7: Independent Review
Principle 8: Covenants
Principle 9: Independent Monitoring and Reporting
Principle 10: Reporting and Transparency

9© Sustainalytics 2016

Appendix 2: Alignment with Green Bond Principles 2016

Green Bond / Green Bond Programme
External Review Form
Section 1. Basic Information
Issuer name: Mitsubishi UFJ Financial Group
Green Bond ISIN or Issuer Green Bond Framework Name, if applicable:
Review provider’s name: Sustainalytics
Completion date of this form: September 1, 2016

Section 2. Review overview
SCOPE OF REVIEWThe review assessed the following elements and confirmed their alignment with the GBPs:☒☒

Use of Proceeds
Management of Proceeds

ROLE(S) OF REVIEW PROVIDER☒☒

Process for Project Evaluation and Selection
Reporting☒Consultancy (incl. 2nd opinion)☐

Certification☐

Verification☐

Rating☐Other (please specify):

EXECUTIVE SUMMARY OF REVIEW and/or LINK TO FULL REVIEW (if applicable)10© Sustainalytics 2016

Section 3. Detailed review
1. USE OF PROCEEDS
Overall comment on section (if applicable):
The Use of Proceeds of this bond are clearly described in the public offering statement. In addition,
renewable energy is included in the GBP as an eligible green project category, offering clear
environmental benefits. BTMU has a global portfolio of solar and wind projects. Currently, the projects
are all located in developed countries. BTMU may also expand this portfolio to include eligible solar andwind projects in emerging markets and other developed countries.
Sustainalytics is of the opinion that projects funded in accordance with the eligibility criteria described in
the framework will contribute to mitigating climate change by reducing GHG emissions.

Use of proceeds categories as per GBP:☒

Renewable energy☐

Energy efficiency☐

Pollution prevention and control☐

Sustainable management of living
natural resources☐

Terrestrial and aquatic biodiversity
conservation☐

Clean transportation☐

Sustainable water management☐

Climate change adaptation☐

Eco-efficient products, production
technologies and processes☐

Other (please specify):☐

Unknown at issuance but currently expected
to conform with GBP categories, or othereligible areas not yet stated in GBPs

If applicable please specify the environmental taxonomy, if other than GBPs:

11© Sustainalytics 2016

2. PROCESS FOR PROJECT EVALUATION AND SELECTION
Overall comment on section (if applicable):
All selected projects are aligned or will be aligned with (i) the eligibility criteria defined in the framework(ii) BTMU’s internal environmental and social risk assessment process based on the Equator Principles.
The eligibility criteria ensure that all selected projects have/will have limited or minimal environmental orsocial impacts. BTMU’s internal environmental and social risk assessment process ensures that selected
projects comply/will comply with the Equator Principles, including mitigation of any known environmental
or social impacts. The project selection process is based on external third party standards, such as theEquator Principles and the IFC Performance Standards on Environmental and Social Sustainability.
Sustainalytics believes this process to be credible.

Evaluation and selection☒☒

Defined and transparent criteria for
projects eligible for Green Bond
proceeds
Summary criteria for project evaluationand selection publicly available☒

Documented process to determine thatprojects fit within defined categories☐

Other (please specify):

Information on Responsibilities and Accountability☒☐

Evaluation / Selection criteria subject toexternal advice or verification
Other (please specify):☐

In-house assessment

3. MANAGEMENT OF PROCEEDS
Overall comment on section (if applicable):
On receipt of the proceeds, MUFG will remit an amount equivalent to the proceeds of the bond to BTMU.
MUFG will use BTMU’s internal loan management system to monitor and track disbursement of proceeds
to loans that fund on-going and new Eligible Green Projects. Loans eligible for funding will be identified
by BTMU’s internal project ID codes. Sustainalytics is of the opinion that MUFG’s Financial Planning
Division has sufficient oversight over the management of proceeds.

Tracking of proceeds:☒

Green Bond proceeds segregated or tracked by the issuer in a systematic manner☒Disclosure of intended types of temporary investment instruments for unallocated proceeds☐

Other (please specify):12© Sustainalytics 2016

Additional disclosure:☐

Allocations to future investments only☒☒

Allocation to individual disbursements☐

Allocations to both existing and future
investments
Allocation to a portfolio of disbursements☐

Disclosure of portfolio balance of
unallocated proceeds☐

Other (please specify):

4. REPORTING
Overall comment on section (if applicable):
MUFG will disclose attestations by management that confirm the allocation of proceeds to Eligible Green
Projects. Additionally, MUFG will also undertake an annual compliance review through an independent
consultant with recognized expertise in environmental or social issues. This compliance review will serve
as a verification that bond proceeds were allocated to Eligible Green Projects. MUFG has disclosed that it
is unable to undergo a financial verification of allocation of proceeds, as conducted by an external auditor.
This is due to the fact that such a service is not offered by MUFG’s financial auditor as of the release dateof the framework overview. Sustainalytics is of the opinion that this constraint is sufficiently overcome by
MUFG’s willingness to disclose management attestations.

Use of proceeds reporting:☐

Project-by-project☒

On a project portfolio basis☐

Linkage to individual bond(s)☐Other (please specify):☐

GB financed share of total investment☐

Semi-annual

Information reported:☒ Allocated amounts☐ Other (please specify):

Frequency:☒ Annual☐ Other (please specify):13© Sustainalytics 2016

Impact reporting:☐

Project-by-project☒

On a project portfolio basis☐

Linkage to individual bond(s)☐Other (please specify):☐

Semi-annual☐

Energy Savings☐

Information published in sustainability report

Frequency:☒ Annual☐ Other (please specify):

Information reported (expected or ex-post):☐ GHG Emissions / Savings☒ Other ESG indicators (please specify): kWhof power generated from renewable energy
and prospective carbon offset in tonnes of CO2
equivalent

Means of Disclosure☐

Information published in financial report☐☒ Other (please specify): MUFG website
Information published in ad hoc
documents
Reporting reviewed (if yes, please specify which parts of the reporting are subject to external review):☐

Where appropriate, please specify name and date of publication in the useful links section.
USEFUL LINKS (e.g. to review provider methodology or credentials, to issuer’s documentation, etc.)
The Equator Principles: http://www.equator-principles.com/
The IFC Performance Standards:
http://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/ifc+sustaina
bility/our+approach/risk+management/performance+standards/environmental+and+social+perform
ance+standards+and+guidance+notes
PricewaterhouseCoopers Sustainability Assurance Report on compliance with Equator Principles:
http://www.mufg.jp/english/csr/juten/sustainability/sekidou/pdf/independent_assurance.pdf

SPECIFY OTHER EXTERNAL REVIEWS AVAILABLE, IF APPROPRIATE
Type(s) of Review provided:☐

Consultancy (incl. 2nd opinion)☐

Certification☐

Verification / Audit☐

Rating☐Other (please specify):

Review provider(s):Date of publication:14© Sustainalytics 2016

Disclaimer
All rights reserved. No part of this second party opinion (the “Opinion”) may be reproduced, transmitted
or published in any form or by any means without the prior written permission of Sustainalytics.
The Opinion was drawn up with the aim to explain why the analyzed bond is considered sustainable andresponsible. Consequently, this Opinion is for information purposes only and Sustainalytics will not
accept any form of liability for the substance of the opinion and/or any liability for damage arising fromthe use of this Opinion and/or the information provided in it.
As the Opinion is based on information made available by the client, Sustainalytics does not warrant thatthe information presented in this Opinion is complete, accurate or up to date.
Nothing contained in this Opinion shall be construed as to make a representation or warranty, express or
implied, regarding the advisability to invest in or include companies in investable universes and/or
portfolios. Furthermore, this Opinion shall in no event be interpreted and construed as an assessment of
the economic performance and credit worthiness of the bond, nor to have focused on the effective
allocation of the funds’ use of proceeds.
The client is fully responsible for certifying and ensuring its commitments` compliance, implementationand monitoring.

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© Sustainalytics 2016

ABOUT SUSTAINALYTICS
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