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The Mitsubishi Chemical Group's top priorities for corporate governance are to ensure fast and efficient decision-making and business execution, clarify management responsibilities, ensure compliance, and strengthen risk management.
Mitsubishi Chemical Corporation (MCC) operates a basic corporate governance structure consisting of the Board of Directors, the Executive Management Committee, Corporate Auditors, and the Board of Auditors. The Company has rationalized managerial decision-making and execution, separating the executive and management functions through adoption of the executive officer system, and making provision in internal rules for deliberative and decision-making bodies such as the Board of Directors and the authority attached to various positions. |
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| Corporate Governance Structure of the Mitsubishi Chemical Group (as of April 1, 2011) |
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As a general rule, the Board of Directors meets once a month. The Board makes decisions on important managerial matters and basic matters concerning Group management, as well as auditing the execution of duties by Directors, in accordance with the Regulations of the Board of Directors and other relevant regulations. The seven directors (five of whom concurrently serve as executive officers) form a management structure that can adapt quickly to a changing environment and, to further clarify the managerial responsibilities and role of each Director, the term of office for a Director is one year. Director candidates possessing the right skills and qualities to realize the management philosophy of the Mitsubishi Chemical Group and fulfill its social responsibility are selected by the Board of Directors, proposed to the Shareholders' Meeting, and elected by its resolution.
Annual Report |
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| Executive Management Committee |
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The Executive Management Committee assists the President in making decisions, deliberating important matters concerning business execution such as the investment and financing of MCC and the Mitsubishi Chemical Group. Any important managerial matters deliberated by the Executive Management Committee are executed pursuant to a resolution of the Board of Directors.
As a general rule, the Executive Management Committee meets twice a month. The committee is comprised of the President, Directors, Executive Officers responsible for divisions and departments, and Corporate Auditors. |
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| Corporate Auditors and Board of Auditors |
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MCC has Corporate Auditors and a Board of Auditors to audit and supervise its activities. Besides attending meetings of the Board of Directors and other important meetings and committees, the Corporate Auditors verify information contained in reports from Directors and other relevant parties, investigate the status of the Company's business and property, and audit the execution of duties by Directors. As a general rule, the Board of Auditors meets once a month to discuss and pass resolutions on important matters concerning audits such as the audit policy. As of the end of June 2011, MCC has four Corporate Auditors, including two external auditors. The Accounting Auditor and Audit Office cooperate closely when performing audits, exchanging opinions on their respective audit processes and audit results.
Annual Report |
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The Company has a number of committees and meetings, including the Compliance Promotion Committee, the Risk Management Committee and the RC Promotion Meeting. Any important matters deliberated by such committees and meetings are referred or reported to the Board of Directors or the Executive Management Committee.
MCC also has local labor unions at its head office (includes branches and branch offices) and each of its offices and production sites, and these local labor unions form the Mitsubishi Chemical Labor Union Federation. Twice a year, the Company holds a central management conference for labor and management, giving both sides the opportunity to discuss management issues. Management headed by the President, union members led by the Labor Federation Chairman, and the representatives of each local labor union attend the conference and share their opinions candidly and honestly. |
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