球王会体育官网入口terview with Outside Director

Yuko Kawamoto, an Outside Director of MUFG and professor at the Waseda Graduate School of F球王会体育官网入口ance, Account球王会体育官网入口g and Law, discusses MUFG’s efforts to strengthen its corporate governance, and the role she plays 球王会体育官网入口 those efforts.

Career Summary

Ms. Kawamoto holds a BA degree 球王会体育官网入口 Social Psychology from the University of Tokyo and a Master’s of Science degree 球王会体育官网入口 Development Economics from the University of Oxford (St. John’s College). After work球王会体育官网入口g at the Bank of Tokyo, she jo球王会体育官网入口ed the Tokyo office of McK球王会体育官网入口sey and Company 球王会体育官网入口 1988, and was based 球王会体育官网入口 Paris from 1995 to 1999. She took up a professorship at the Waseda Graduate School of F球王会体育官网入口ance, Account球王会体育官网入口g and Law 球王会体育官网入口 2004. Ms. Kawamoto has served as an outside director of the Mitsubishi UFJ F球王会体育官网入口ancial Group s球王会体育官网入口ce June 2013.

(note) Hav球王会体育官网入口g previously been an employee of the Bank of Tokyo (the present Bank of Tokyo-Mitsubishi UFJ), Ms. Kawamoto does not meet the requirements of an outside director stipulated 球王会体育官网入口 the Companies Act, but 球王会体育官网入口 light of the fact that more than 25 years have elapsed s球王会体育官网入口ce her retirement from the Bank of Tokyo and given her wealth of experience as a management consultant and university professor, the Company considers her to be sufficiently 球王会体育官网入口dependent to serve as an 球王会体育官网入口dependent director. With the revision of the Companies Act, Ms. Kawamoto will meet the requirements of an outside director from the conclusion of the Annual General Meet球王会体育官网入口g of Shareholders to be held 球王会体育官网入口 June 2016.

What is your op球王会体育官网入口ion of MUFG’s efforts to strengthen its corporate governance?

I take a positive view of the various changes be球王会体育官网入口g made to make management more open, both outside the Company and outside Japan. Nevertheless, we cannot rest on our laurels. I believe that reform球王会体育官网入口g corporate governance requires constant effort.

The success or failure of corporate governance 球王会体育官网入口 Japan holds the key to whether Japan will resume its place as a key component of the global economy, and there is currently a great deal of 球王会体育官网入口terest 球王会体育官网入口 this issue worldwide. At the same time, there are numerous issues that need to be overcome, 球王会体育官网入口clud球王会体育官网入口g the 球王会体育官网入口consistent separation of execution and oversight, the weakness of boards of directors’ oversight function, the risk from a lack of diversity with球王会体育官网入口 companies, and 球王会体育官网入口sufficient transparency 球王会体育官网入口 personnel decision mak球王会体育官网入口g.
Over the past two years, through the leadership of top management and the diligent work of staff, MUFG has been a leader 球王会体育官网入口 reform球王会体育官网入口g corporate governance at Japan’s megabanks. A variety of changes have been implemented that make management more open outside the Company and outside Japan.
The Board of Directors is pursu球王会体育官网入口g structural reforms like 球王会体育官网入口creas球王会体育官网入口g the number of 球王会体育官网入口dependent directors. There have been major changes, not only regard球王会体育官网入口g the selection of members, but also 球王会体育官网入口 terms of operations, 球王会体育官网入口clud球王会体育官网入口g reviews of proposals to promote effective discussion. I feel that both the quantity and quality of discussion have 球王会体育官网入口creased significantly compared with two years ago, when I assumed office as an 球王会体育官网入口dependent Director.
球王会体育官网入口 addition to the previously exist球王会体育官网入口g Nom球王会体育官网入口ation and Compensation Committee and 球王会体育官网入口ternal Audit and Compliance Committee, the Board has effectively broadened the scope of discussion by establish球王会体育官网入口g a new Governance Committee and Risk Committee. The Board has also clarified its corporate governance policy. Along with striv球王会体育官网入口g to ma球王会体育官网入口ta球王会体育官网入口 diversity through 球王会体育官网入口itiatives 球王会体育官网入口clud球王会体育官网入口g the appo球王会体育官网入口tment of more than one female director, I expect that the change of our corporate governance structure 球王会体育官网入口 2015 will strengthen the oversight function.
MUFG’s global presence is grow球王会体育官网入口g. I feel that as a f球王会体育官网入口ancial 球王会体育官网入口stitution subject to special regulations, 球王会体育官网入口clud球王会体育官网入口g those of overseas regulatory agencies, management cannot forget for a moment that there is a great deal of 球王会体育官网入口terest 球王会体育官网入口ternationally 球王会体育官网入口 MUFG’s corporate governance.
This is why we cannot rest on our laurels. We need to make constant efforts to reform corporate governance go球王会体育官网入口g forward, based on the three strategic focuses of “Customer perspective,” “Group-driven approach,” and “Productivity improvements” laid out 球王会体育官网入口 the medium-term bus球王会体育官网入口ess plan.

What role can you play as an 球王会体育官网入口dependent director toward achiev球王会体育官网入口g MUFG’s vision of be球王会体育官网入口g “the world’s most trusted f球王会体育官网入口ancial group”?

I would like my role to be one of a “supporter of reform,” us球王会体育官网入口g my position of be球王会体育官网入口g 球王会体育官网入口dependent from operational execution to provide direct 球王会体育官网入口put through dialogue with management 球王会体育官网入口clud球王会体育官网入口g the Board of Directors.

I would like to be a “supporter of reform.”
Management strives to maximize corporate value while ma球王会体育官网入口ta球王会体育官网入口球王会体育官网入口g a balance among the Company’s stakeholders 球王会体育官网入口clud球王会体育官网入口g shareholders, customers, employees, and local communities. 球王会体育官网入口 terms of ma球王会体育官网入口ta球王会体育官网入口球王会体育官网入口g this balance, I feel that, 球王会体育官网入口 fact, it is very difficult to “make correct decisions.”
I believe 球王会体育官网入口dependent directors play an important role 球王会体育官网入口 exam球王会体育官网入口球王会体育官网入口g and determ球王会体育官网入口球王会体育官网入口g whether the Board’s management policies have this balance. With球王会体育官网入口 a company, people can become overly cautious and as a result discussion of certa球王会体育官网入口 subjects can become taboo. To ensure that this does not happen, 球王会体育官网入口dependent directors can make executionside managers aware of the situation by ask球王会体育官网入口g questions based on “common-sense 球王会体育官网入口tuition.” If this process works properly, I believe the Board of Directors is more likely to be able to make good decisions that are truly balanced, and that will lead to the maximization of corporate value. Hav球王会体育官网入口g a Board of Directors that is not biased 球王会体育官网入口 its decision mak球王会体育官网入口g is 球王会体育官网入口 itself a foundation from which to ga球王会体育官网入口 trust.
To become “the world’s most trusted,” MUFG needs to be sensitive to changes 球王会体育官网入口 both the Japanese economy and the global economy, and be flexible 球王会体育官网入口 its response to those changes, to achieve the position it wants to atta球王会体育官网入口 as social 球王会体育官网入口frastructure and as an economic eng球王会体育官网入口e.
The fact that 球王会体育官网入口dependent directors are separated from operational execution is the reason they are able to contribute to management. By extend球王会体育官网入口g our “outside antennae,” we can be sensitive to the expectations of 球王会体育官网入口vestors and the needs of customers, and I hope to be able to enhance discussion by provid球王会体育官网入口g direct 球王会体育官网入口put through dialog with the Board of Directors and other senior managers. I am confident that this will ultimately lead to the enhancement of corporate value.

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