Corporate Governance
The executives and employees of the Marubeni Group observe relevant laws and regulations and our internal corporate rules, by observing the spirit of Fairness, Innovation and Harmony expressed in our Company Creed and the Marubeni Corporate Principles, and we strive to conduct our business activities in compliance with a high corporate ethics code, and with our Management Philosophy. In such a way, Marubeni Group works to enhance corporate governance.
Marubeni is recognized as a "Company with Auditors" under Japan's Companies Act. Our management structure for corporate decision-making, execution and monitoring are shown in Figure 1.
Structure of Corporate Governance(Figure1)
Board of Directors, Board of Corporate Auditors, Corporate Management Committee
Following is a description of Marubeni's company organization.
- Board of Directors
Our Board of Directors comprises 13 directors (including 2 outside directors). It deliberates on overall corporate policy and other important matters, and monitors the performance of individual directors. In order to clearly distinguish between management and execution, the Board of Directors is presided over by a chairman who has no representation rights and no authority for business execution. During Fiscal 2009, the Board of Directors met 22 times.
- Board of Corporate Auditors
The Board of Corporate Auditors comprises 5 corporate auditors (including 3 outside corporate auditors). Marubeni has adopted a corporate auditor system, and based on the auditing policies and plans set by the Board of Corporate Auditors, each of the corporate auditors oversees the directors executing their duties, by attending important meetings such as those of the Board of Directors and by monitoring business activities and financial conditions. During Fiscal 2009, the Board of Corporate Auditors met 10 times.
- Corporate Management Committee
The Corporate Management Committee, which is set up directly under the President, comprises the President and 9 directors, and deliberates on important matters related to management. During Fiscal 2009, the Corporate Management Committee met 50 times.
- Committee of Chief Operating Officers
The Committee of Chief Operating Officers comprises the President, directors, chief operating officers, the Regional CEO for the Americas, the Regional CEO for Europe, the Regional CEO for China, and the Regional CEO for ASEAN. It deliberates on matters relating to budgeting, account settlement and financial planning, as well as matters relating to the execution of other business. During Fiscal 2009, the Committee of Chief Operating Officers met 4 times.
- Committee of Executive Officers
The Committee of Executive Officers comprises 35 executive officers (10 of whom are also directors), and reports on matters pertaining to the President's policy announcements and memos as well as those pertaining to business execution, such as financial reports and internal audit reports. During Fiscal 2009, the Committee of Executive Officers met 12 times.
Outside Directors and Outside Corporate Auditors
The 2 outside directors, Toshiyuki Ogura and Shigeaki Ishikawa, and the 3 outside corporate auditors, Hiroshi Kudo, Takao Kitabata and Norimasa Kuroda, have no personal or financial interest in, or any other business connection with Marubeni.
Strengthening the Function of Corporate Auditors
In addition to attending meetings of the Board of Directors and receiving reports from directors on business performance and other important matters, corporate auditors also attend meetings of the Corporate Management Committee and other important meetings.
The President also holds regular meetings with the corporate auditors and reports to them on business performance. Other directors, chief operating officers and general managers of the Corporate Staff Divisions report to the corporate auditors each year on business performance.
Establishment of Committees
Marubeni has established various kinds of committees designed to enhance corporate governance. The main committees and their respective roles are described below.
- Investment and Credit Committee (meetings held once a week in principle)
Deliberates on projects pending approval. Following discussion by the committee, the Chairman of the Investment and Credit Committee determines those projects to submit to the Corporate Management Committee.
- Compliance Committee (meetings held twice a year plus whenever necessary)
Provides suppor t and guidance on the development , maintenance and management of the Marubeni Group's compliance structure, as well as on putting compliance into practice.
- Compensation Consultative Committee (meetings held whenever necessary)
Under advice from the President, deliberates and reports on the overall treatment of executives, including remuneration, rewards and penalties.
- CSR & Environment Committee (meetings held whenever necessary)
Discusses and reports on the Marubeni Group's CSR, as well as on activities related to safeguarding the global environment and on the basic policy of those activities.
- Internal Control Committee (meetings held whenever necessary)
Confirms and reviews the development and operation of Marubeni's Basic Policy on Internal Control as per the Companies Act, and prepares proposed revisions; develops, operates and evaluates the effectiveness of systems for internal control related to financial reporting as per the Financial Instruments and Exchange Act, and prepares draft internal control reports.
- Disclosure Committee (meetings held 4 times a year plus whenever necessary)
Draf ts general pr inciples and basi c policies regarding disclosure; develops and maintainsinternalys tems concerning legally mandated and timely disclosure; determines the importance and appropriateness concerning legally mandated and timely disclosure.
Remuneration Provided to Directors and Auditors
Remunerat ion provided to the 15 directors in Fiscal 2009 (including the 2 directors who stepped down in June 2009) amounted to 828 million yen, and the remuneration provided to the 6 corporate auditors (including the 2 corporate auditors who stepped down in June 2009) was 100 million yen. No non-monetary forms of remuneration were made.
