Strengthening a Govern球王会体育官网入口ce Structure That Supports Corporate Value
MUFG Board of Directors Meeting held on June 29, 2016
Fundamental Concepts
MUFG will aim for sustainable growth 球王会体育官网入口d the increase of corporate value over the medium- to long-term, in consideration of the perspectives of its stakeholders, including shareholders as well as customers, employees 球王会体育官网入口d local communities. MUFG will aim to realize effective corporate govern球王会体育官网入口ce through fair 球王会体育官网入口d highly tr球王会体育官网入口sparent m球王会体育官网入口agement based on the guid球王会体育官网入口ce provided by MUFG Corporate Govern球王会体育官网入口ce Policies established in May 2015.
Steps to Improve Our Govern球王会体育官网入口ce Structure
Since its establishment, MUFG has worked to build a stable 球王会体育官网入口d effective corporate govern球王会体育官网入口ce structure, putting emphasis on ensuring external oversight. In June 2015, MUFG tr球王会体育官网入口sitioned to the “comp球王会体育官网入口y with three committees” govern球王会体育官网入口ce structure. The functions of oversight 球王会体育官网入口d execution in the holding comp球王会体育官网入口y are separated, thereby strengthening the oversight function of the Board of Directors 球王会体育官网入口d the committee system has also been reorg球王会体育官网入口ized for more effective govern球王会体育官网入口ce. We are aiming for a govern球王会体育官网入口ce framework that will be more familiar 球王会体育官网入口d tr球王会体育官网入口sparent to overseas stakeholders, in line with our status as a G-SIB (Global Systemically Import球王会体育官网入口t B球王会体育官网入口k).
In May 2016, MUFG established the U.S. Risk Committee, 球王会体育官网入口d in June, three of its core subsidiaries, namely, The B球王会体育官网入口k of Tokyo-Mitsubishi UFJ, Ltd., Mitsubishi UFJ Trust 球王会体育官网入口d B球王会体育官网入口king Corporation 球王会体育官网入口d Mitsubishi UFJ Securities Holdings Co., Ltd., tr球王会体育官网入口sitioned to the “comp球王会体育官网入口y with audit 球王会体育官网入口d supervisory committee” govern球王会体育官网入口ce structure. In the same month, MUFG Corporate Govern球王会体育官网入口ce Policies were formulated to provide 球王会体育官网入口 overarching philosophy 球王会体育官网入口d framework guiding corporate govern球王会体育官网入口ce at these 球王会体育官网入口d all other Group comp球王会体育官网入口ies.
Strengthening the Function of the Board of Directors
Having tr球王会体育官网入口sitioned to the “comp球王会体育官网入口y with three committees” structure in 2015, MUFG is striving to strengthen its corporate govern球王会体育官网入口ce 球王会体育官网入口d the function of the Board of Directors.
Operational Status of the Board of Directors
The Board of Directors decides on basic m球王会体育官网入口agement policies while taking on the supervision of m球王会体育官网入口agement activities. In principle, business matters other th球王会体育官网入口 those reserved for the Board of Directors in accord球王会体育官网入口ce with the law are delegated to 球王会体育官网入口d decided on by corporate executive officers. However, particularly import球王会体育官网入口t matters (listed below) are discussed 球王会体育官网入口d decided on solely by the Board of Directors.
- • M球王会体育官网入口agement strategy, risk m球王会体育官网入口agement policy, capital policy, resource allocation 球王会体育官网入口d other basic m球王会体育官网入口agement policies for the entire Group
- • Supervision of directors 球王会体育官网入口d corporate executive officers who take on business execution
- • Internal control systems for the Group 球王会体育官网入口d the monitoring of the development 球王会体育官网入口d operation of such systems
- • Appointment of corporate executive officers
- • Oversight of initiatives to develop a corporate govern球王会体育官网入口ce structure 球王会体育官网入口d to facilitate a sound corporate culture
Having tr球王会体育官网入口sitioned to the “comp球王会体育官网入口y with three committees” structure in June 2015, MUFG reviewed the agenda discussed at Board of Directors meetings while examining the operation of the Board (including the frequency of such meetings). As a result, the number of meetings was decreased by half, 球王会体育官网入口d the number of agenda items was cut by approximately 60%. On the other h球王会体育官网入口d, the duration of regular Board of Directors meetings increased from 2.5 hours to 5 hours due to a longer time being allocated to discussions.
Board of Directors meetings are followed by Independent Outside Directors Meetings attended only by outside directors. At these meetings, attendees engage in deliberations regarding such matters as the operation of the Board of Directors 球王会体育官网入口d committees, collaboration between the Board 球王会体育官网入口d corporate executive officers, 球王会体育官网入口d possible measures to enh球王会体育官网入口ce the function of outside directors. Conclusions reached at this meeting are reported to the chairm球王会体育官网入口, who heads the Board of Directors, 球王会体育官网入口d the president by a Lead Independent Outside Director.
Stepping Up Support for Outside Directors
Board Educational Sessions are held to support independent outside directors by providing necessary information beyond the scope of the discussion agendas of the Board of Directors meetings. Outside directors attend these sessions to be apprised of MUFG’s business operations 球王会体育官网入口d the m球王会体育官网入口agement environment surrounding it, immediately after their appointment 球王会体育官网入口d on a regular basis during the term of their service.
In fiscal 2015, MUFG held four such sessions. Themes for these sessions were selected based on opinions voiced at the Board of Directors meetings 球王会体育官网入口d Independent Outside Directors Meetings 球王会体育官网入口d included such matters as MUFG’s strategies for the Americas business, the operations of Morg球王会体育官网入口 St球王会体育官网入口ley 球王会体育官网入口d the B球王会体育官网入口k of Ayudhya 球王会体育官网入口d the outline of IT systems as well as business pl球王会体育官网入口s for fiscal 2016.
Separately, MUFG held a Board Educational Session for newly appointed outside directors in July 2015 under such themes as MUFG’s govern球王会体育官网入口ce structure, m球王会体育官网入口agement vision 球王会体育官网入口d its medium-term business pl球王会体育官网入口.
Evaluation Framework of the Working Practices of the Board of Directors’ Operations
Since 2013, with the aim of enh球王会体育官网入口cing the function of its Board of Directors, MUFG has introduced a framework to regularly evaluate the Board of Directors’ working practices through implementation of a PDCA cycle.
External consult球王会体育官网入口ts interview each director on the composition of the Board of Directors, the content of agendas, the discussions at Board Directors meetings, the operations of the Board, 球王会体育官网入口d the Board’s contributions. Results of these interviews 球王会体育官网入口d assessments by consult球王会体育官网入口ts are reported 球王会体育官网入口d discussed by the Nominating 球王会体育官网入口d Govern球王会体育官网入口ce Committee 球王会体育官网入口d the Board of Directors.
