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Corporate Staff |
Corporate Staff |
Integrity and compliance |
We will raise integrity awareness, including ensuring compliance among all officers and employees. |
Revitalize the organization and improve reputation through policies that address issues. |
- Create organizations that act with integrity on a global group basis so that the Mitsui & Co. global group can continue to be a truly trustworthy corporate group for society.
- Establish and strengthen compliance structures and carry out compliance education and training to ensure that employees are more thoroughly aware of compliance.
- Facilitate communication and foster a "speak up" culture.
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- We have put together the Mitsui & Co. Group Conduct Guidelines—With Integrity to share our approach toward integrity and compliance on a global group basis, and are working to raise awareness through seminars and workshops.
- By having Human Resource Managers at each business unit work directly with the CCO as Compliance Administrators, we are able to advance integrity and compliance measures in each organization based on company-wide policies. In addition to raising awareness of compliance and integrity at workplaces, we are accelerating the establishment and improvement of effective structures at the practical level in line with actual circumstances at affiliated companies.
- We utilize Guidelines on the Establishment of Compliance Systems at Affiliated Companies, to strengthen compliance systems at affiliated companies on a global basis, and we carry out regular monitoring.
- In line with amendments to the Whistleblower Protection Act, we strengthened whistleblower protection in the whistleblower system, aiming to further improve the reliability of the whistleblower system and create an environment that facilitates speaking up.
- The main initiatives carried out in FY Mar/2022 in order to raise awareness of compliance and integrity are as follows.
—We provided training for employees at all levels, from new entrants to managers, as well as for employees about to be transferred overseas or to group companies, or assigned outside the company.
—We held "With Integrity Month" under the theme of "With Integrity for All Mitsui," to promote awareness of integrity on a global group basis. In addition to the independent efforts of each organization, including overseas offices, the company-wide project included an open Compliance Committee meeting and a live streaming of integrity discussions between the CEO and Mitsui group employees with simultaneous interpretation in English, creating opportunities for all officers and employees to discuss compliance together.
—We continued providing a learning course based on a Compliance Handbook explaining the "Business Conduct Guidelines for Employees and Officers of Mitsui & Co." in order to promote the assimilation of basic compliance knowledge that officers and employees of Mitsui should acquire in the course of their daily business activities. We also provide a “Mitsui & Co. Group Compliance Handbook” and e-learning to the group companies that requested them.
—We are carrying out compliance awareness surveys and utilize them to improve compliance structures in each organization. The compliance awareness surveys are being used on a global group basis, customized according to the size and region of the organization.
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Corporate Staff |
Corporate Staff |
Corporate governance and internal controls |
We will raise the transparency and fairness of management, enhance corporate governance, and establish and improve internal controls. |
- Make sustainable improvements of corporate value through achievement of highly effective corporate governance and continuous review.
- Establish and ensure the appropriate operation of internal controls systems in order to achieve management targets based on our Corporate Mission Vision Values.
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- Conduct continuous review and further strengthen internal controls systems for optimization of our corporate governance in accordance with the Mitsui & Co., Ltd. Corporate Governance and Internal Control Principles through annual evaluation of the effectiveness of the Board of Directors in order to optimize our corporate governance.
- Maintain the diversity of the Board of Directors and its advisory committees, which includes external members.
- Respond to the findings of evaluations of the effectiveness of the Board of Directors.
- Maintain the structure of remuneration for directors that strongly encourage medium- to long-term improvement in corporate value and sustainable growth.
- Carry out highly transparent disclosure.
- Check internal controls systems through annual internal controls reviews.
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- We are making the Board of Directors more diverse. As of June 22, 2022, the Board contained five external directors (over a third of the Board) and three women (21.4%). More than half of the members of advisory committees are external members and these committees carry out dynamic discussions on topics such as CEO succession planning and personnel matters concerning directors/officers (Nomination Committee), revisions to the remuneration of directors and monitoring of the operation of evaluation systems (Remuneration Committee), our Company's response to revisions of the Corporate Governance Code, our Company's institutional design based on our business execution framework, and revisions to the criteria for matters to be deliberated or reported on by the Board of Directors (Governance Committee).
- We newly disclosed a director and Audit & Supervisory Board member skill matrix in notices of general meetings of shareholders and integrated reports and enhanced disclosure regarding director's remuneration in securities reports.
- In FY Mar/2022, free discussions among all members of Board of Directors and Audit & Supervisory Board were held twice (themes: "Priority of Issues and Actions That Mitsui Should Tackle in the Medium to Long Term to Increase Corporate Value," and "How Global Operations Should Be").
- With regard to the issue of "ongoing consideration of the optimal number of directors, the ratio of internal to external directors, the number of internal directors, and institutional design" identified in the FY Mar/2021 evaluation of the effectiveness of the Board of Directors, the Governance Committee discussed the Company's business execution framework and institutional design at its meetings in September and December 2021.
- In FY Mar/2022, it was concluded that the effectiveness of the Board of Directors, including its response to the issues outlined above, was appropriate.
- We introduced a new performance-linked stock remuneration plan, linked to the achievement of management indicators that the Company should place emphasis on, such as ESG elements including response to climate change, and ROE. In addition to revising the remuneration composition ratio for directors, the Remuneration Committee, which is chaired by an independent outside director, carefully deliberated on revisions to executive remuneration from the perspective of improving corporate value over the medium to long term, with the aim of disclosing the management indicators that the Company places emphasis on in its management strategy in an easy-to-understand manner, in alignment with the highly transparent executive remuneration system.
- In FY Mar/2022, in order to operate the necessary systems to ensure appropriate operations, the Company established and maintained each internal control system by holding physical meetings and carrying out visiting audits in combination with online meetings and/or video messages, etc.
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Corporate Staff |
Corporate Staff |
Risk management |
We will contribute to the advancement of sustainable business activities by identifying and managing the various risks surrounding the group's business. |
Establish and maintain a comprehensive risk management structure to integrate groupwide risk management. |
- Position management, risk asset monitoring, adjustment and periodic review of internal rules by each corporate staff division.
- Control risk at each workplace at business units and overseas regional business units, and comply with and propose improvements to various regulations.
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For a wide variety of quantitative and qualitative risks which we face, each of the Corporate Staff Divisions cooperate by establishing various internal rules for risk management within their respective risk management areas, as well as conducting prior investigations and after-the-fact monitoring. We establish an integrated risk management system that has centralized control over the company-wide risks, which is centered around the Corporate Management Committee and the Portfolio Management Committee as an organization under the Corporate Management Committee. We identify important risks in light of the frequency of occurrence, expected damage scale, and company-wide risk tolerance and take corresponding measures. |
