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Related Party Transactions / Grounds for appointment of senior management and nomination of directors

Related Party Transactions

MUFG Guidelines for Related Party Transactions

1. Overview of Related Party Transactions (Conflict of Interest Transactions)

1-1. Directors’ and Corporate Executive Officers’ duties of due care and loyalty

Directors and corporate executive officers owe duties of due care and loyalty; as part of these duties, directors and corporate executive officers are prohibited from seeking benefits for themselves or any third party at the expense of the company.

1-2. Conflict of interest transactions

For the purpose of generally preventing and restricting transactions by a company involving conflicts of interest between directors or corporate executive officers and that company, the following transactions are defined as conflict of interest transactions by applicable law (Article 356, Paragraph 1, Items (ii) and (iii); Article 365, Paragraph 1; and Article 419, Paragraph 2 of the Companies Act).

  • 1. Direct transactions: Transactions carried out by a director or corporate executive officer with a company for or on behalf of himself or herself or any third party
  • 2. Indirect transactions: Transactions carried out by a company involving a conflict of interest between a director or corporate executive officer and that company; for example, in a case where a director or corporate executive officer of MUFG holds the right to represent any other company that is not a wholly-owned subsidiary of MUFG and MUFG guarantees a loan that is obtained by that director or corporate executive officer on behalf of the other company.

2. Directors’ and Corporate Executive Officers’ Obligations Pertaining to Conflict of Interest Transactions

2-1. Prior approval by the board of directors

When a director or corporate executive officer carries out a transaction involving a conflict of interest, he or she is obliged to obtain prior approval by the board of directors for such transactions.
If a transaction involving a conflict of interest is carried out without obtaining prior approval by the board of directors, the relevant director or corporate executive officer becomes liable for damages due to a breach of his or her duties.

2-2. Prior reporting of transactions

When a director or corporate executive officer of MUFG attempts to carry out a transaction that may fall within the definition of a conflict of interest transaction, he or she must provide a prior explanation and report on the summary of the transaction to the chairman of the board of directors and the secretariat.
If necessary, the secretariat shall consult with lawyers and report thereon to the chairman so that the chairman can determine whether a resolution by the board of directors is required for the transaction.

2-3. Nonparticipation in deliberations and resolutions by board of directors

Because a director or corporate executive officer whose interests conflict with the Company’s is a party with special interests (meaning someone who has a relationship that is recognized as making it difficult for him or her to perform his or her duty of loyalty to the Company in good faith) when approval of conflict of interest transactions are deliberated, such directors and corporate executive officers shall not participate in deliberations or resolutions by the board of directors for the relevant transactions.

Although there are currently no major shareholders (shareholders who hold 10% or more of the voting shares) of MUFG, if a major shareholder emerges, transactions with the major shareholder shall require the appropriate procedures established by the board of directors in a manner similar to those for conflict of interest transactions with directors and corporate executive officers.

Reference: Examples of Conflict of Interest Transactions

1. Examples of direct transactions

  • 1. A director or corporate executive officer of MUFG concurrently serves as a representative director of any other company that is not a wholly-owned subsidiary of MUFG, and such director or corporate executive officer carries out a direct transaction with MUFG as the representative of the other company
  • 2. A director or corporate executive officer of MUFG concurrently serves as a director (excluding a representative director) of any other company that is not a wholly-owned subsidiary of MUFG, and such director or corporate executive officer carries out a direct transaction with MUFG on behalf of the other company as its representative or negotiator
  • 3. A director or corporate executive officer of MUFG is also a manager or employee of any other company that is not a wholly-owned subsidiary of MUFG, and such director or corporate executive officer carries out a direct transaction with MUFG on behalf of the other company as its representative or negotiator
  • 4. A director or corporate executive officer of MUFG holds a majority of the voting shares of, or otherwise substantially controls the management of, any other company, and the other company carries out a direct transaction with MUFG
  • 5. A relative of a director or corporate executive officer of MUFG is a representative director of any other company that is not a wholly-owned subsidiary of MUFG, and such relative carries out a direct transaction with MUFG as the representative of the other company

2. Examples of indirect transactions

  • 1. A director or corporate executive officer of MUFG concurrently serves as a representative director of any other company that is not a wholly-owned subsidiary of MUFG, and MUFG guarantees a loan obtained from a lender by such director or corporate executive officer on behalf of the other company
  • 2. A director or corporate executive officer of MUFG holds a majority of the voting shares of, or otherwise substantially controls the management of, any other company, and MUFG guarantees a loan obtained from a lender by the other company

3. Conflict of interest transactions with individual directors or corporate executive officers

  • 1. Conflict of interest transactions with directors or corporate executive officers as individuals or with those who share living expenses with such individuals
  • 2. Granting of third-party allotment of shares or subscription rights to directors or corporate executive officers as individuals or to those who share living expenses with such individuals
  • 3. Partial exemption of directors or corporate executive officers from their liabilities to the company
  • 4. Appointment of a representative of MUFG for lawsuits between MUFG and directors or corporate executive officers
  • 5. Dismissal of representative directors or representative corporate executive officers

End

Grounds for appointment of senior management

Position Name Reasons for Selection
Chairman Kiyoshi Sono Since assuming the post of Executive Officer of UFJ Bank Limited (now The Bank of Tokyo-Mitsubishi UFJ, Ltd., hereafter "the Bank") in 2004, Mr. Sono has served as Group Head of Osaka Corporate Banking Group, Officer in charge of credit, Deputy President and Chief Executive of Corporate Banking Business Unit of the Bank. He also served as Group Head of Corporate Banking Business Group and as Chairman of Mitsubishi UFJ Financial Group, Inc. (MUFG). At present, he is Director and Chairman of MUFG, concurrently serving as Deputy Chairman of the Bank.
Mr. Sono is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Deputy Chairman Takashi Nagaoka Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2003, Mr. Nagaoka has served as Chief Executive of Retail Banking Business Unit, Group Head of Osaka Corporate Banking Group, and Deputy President and Chief Executive of Corporate Banking Business Unit of the Bank. He also served as Group Head of Retail Banking Business Group and Group Head of Corporate Banking Business Group of MUFG. At present, he is Director and Deputy Chairman of MUFG, concurrently serving as President & CEO of Mitsubishi UFJ Securities Holdings Co., Ltd. (hereafter "the Securities Business-HD") and President & CEO of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (hereafter "the Securities Business").
Mr. Nagaoka is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Deputy Chairman Mikio Ikegaya Since assuming the post of Executive Officer of Mitsubishi UFJ Trust and Banking Corporation (hereafter "the Trust Bank") in 2008, Mr. Ikegaya has served as General Manager of Corporate Planning Division, Deputy Chief Executive of Trust Asset Business Unit and Chief Executive of Corporate Banking Business Unit at the Trust Bank. He also served as Deputy Group Head of Corporate Banking Business Group of MUFG. At present, he is Director and Deputy Chairman of MUFG, concurrently serving as President and CEO of the Trust Bank.
Mr. Ikegaya is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Deputy Chairman Kanetsugu Mike Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2005, Mr. Mike has served as General Manager of Business & Systems Integration Division, Chief Executive of Corporate Services, and Deputy Chief Executive of Global Business Unit at the Bank, as well as Head of Operations & Systems Planning Division, and Officer in charge of Global Planning Division at MUFG. Then, he served as Deputy President and Co-Chief Executive of Global Business Unit and Chief Executive Officer for the Americas at the Bank, as well as Senior Managing Executive Officer, Group Head of Global Business Group, Regional Executive for the Americas at MUFG, and Executive Chairman of MUFG Americas Holdings Corporation (hereafter "the Americas HD") and MUFG Union Bank, N. A. (hereafter "the Bank (USA)") At present, he is Director and Deputy Chairman of MUFG, concurrently serving as President & CEO of the Bank.
Mr. Mike is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
President & Group CEO Nobuyuki Hirano Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2001, Mr. Hirano has served as General Manager of Corporate Banking Division No. 2, General Manager of Corporate Planning Office, Deputy President, and President & CEO of the Bank. He also served as President & CEO of MUFG. At present, he is Director and President & Group CEO of MUFG, concurrently serving as Chairman of the Bank.
Mr. Hirano is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Senior Managing Executive Officer
Group CSO & Group CHRO
Tadashi Kuroda Since assuming the post of Executive Officer of the Bank in 2008, Mr. Kuroda has served as General Manager of Credit Division, and Officer in charge of Commercial Banking Offices in the East Region of Japan at the Bank. He also served as Chief Planning Officer of MUFG. At present, he is Director, Senior Managing Executive Officer, Group CSO & Group CHRO of MUFG, concurrently serving as Senior Managing Director and CSO of the Bank.
Mr. Kuroda is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Senior Managing Executive Officer
Group CFO
Muneaki Tokunari Since assuming the post of Executive Officer of the Trust Bank in 2009, Mr. Tokunari has served as General Manager of Corporate Planning Division at the Trust Bank. He also served as General Manager of Financial Planning Division and as Chief Planning Officer of MUFG. At present, he is Director, Senior Managing Executive Officer, and Group CFO of MUFG, concurrently serving as Senior Managing Director and CFO of the Bank.
Mr. Tokunari is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Senior Managing Executive Officer
Group CCO & Group CLO
Akira Hamamoto Since assuming the posts of Executive Officer and General Manager of Internal Audit Division of MUFG in 2010, Mr. Hamamoto has served as General Manager of Compliance & Legal Division, Group Head of Corporate Banking Group No. 2, and Officer in charge of Global Compliance Division, Global Financial Crimes Intelligence Division, and Legal Division (Chief Compliance Officer) of the Bank. At present, he is Senior Managing Director, CCO & CLO of the Bank, and Senior Managing Executive Officer, Group CCO & Group CLO of MUFG.
Mr. Hamamoto is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Senior Managing Executive Officer
Group CRO
Masamichi Yasuda Since assuming the post of Executive Officer of the Bank in 2009, Mr. Yasuda has served as Officer seconded to UnionBanCal Corporation and Union Bank, N. A. (now the Bank (USA)), General Manager of Global Planning Division, Deputy Chief Executive of Global Markets Unit, and Assistant Chief Executive of Global Business Unit of the Bank. He also served as Managing Officer in charge of Compliance and Risk Management at MUFG. At present, he is Director, Senior Managing Executive Officer and Group CRO of MUFG, concurrently serving as Senior Managing Director and CRO of the Bank.
Mr. Yasuda is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Managing Executive Officer
Group CAO and General Manager of Internal Audit Division
Shigeru Yoshifuji Since assuming the post of Executive Officer at the Bank in 2012, Mr. Yoshifuji has served as General Manager of Corporate Risk Management Division of MUFG and the Bank. At present, he is Managing Executive Officer, Group CAO and General Manager of Internal Audit Division at MUFG.
Mr. Yoshifuji is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Managing Executive Officer
Group CIO & Group CDTO
Hironori Kamezawa Since assuming the post of Executive Officer of the Bank in 2009, Mr. Kamezawa has served as General Manager of Credit Policy & Planning Division and Global Markets Planning Division, Deputy Chief Executive Officer for the Americas and General Manager of New York Branch (concurrently seconded to the Bank (USA)), Deputy Chief Executive of Corporate Services and CDO at the Bank. He also served as General Manager of Credit Policy & Planning Division, Deputy Chief Executive Officer for the Americas and Group CDO at MUFG. At present, he is Chief Executive of Corporate Services, CIO (in charge of Information Systems Group) & CDTO (in charge of Digital Transformation Division), concurrently serving as Managing Executive Officer and Group CIO & Group CDTO at MUFG.
Mr. Kamezawa is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Senior Managing Executive Officer
Group Head, Corporate Banking Business Group
Saburo Araki Since assuming the post of Executive Officer of the Bank in 2007, Mr. Araki has served as General Manager of Human Resources Division, Corporate Planning Division, Group Head of Corporate Banking Group No. 1 and Officer in charge of Corporate Administration Division and Corporate Planning Division, as well as serving as Chief Planning Officer of MUFG. At present, he is Deputy President and Group Head of Corporate Banking Business Unit of the Bank, and Senior Managing Executive Officer and Group Head of Corporate Banking Business Group of MUFG.
Mr. Araki is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Senior Managing Executive Officer
Group Head, Global Business Group
Eiichi Yoshikawa Since assuming the post of Executive Officer at the Bank in 2007, Mr. Yoshikawa has served as President of The Bank of Tokyo-Mitsubishi UFJ (China), Ltd., as well as Regional Head for Hong Kong, General Manager of the Hong Kong Branch, Deputy Chief Executive of Global Business Unit, Chief Executive Officer for East Asia, and Co-Chief Executive of Global Business Unit (in charge of Headquarters for Europe, Middle East & Africa, Asia & Oceania, East Asia, and Krungsri) at the Bank. At present he is Deputy President and Co-Chief Executive of Global Business Unit at the Bank, concurrently serving as Senior Managing Executive Officer and Group Head of Global Business Group at MUFG.
Mr. Yoshikawa is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Senior Managing Executive Officer
Group Head, Global Markets Business Group
Shigeru Asai Since assuming the post of Executive Officer of the Bank in 2009, Mr. Asai has served as General Manager of Global Markets Planning Division, resident executive in charge of Global Markets Trading Division and Global Markets Marketing Division (Singapore), and Deputy Chief Executive of Global Markets Unit, as well as Deputy Chief Executiveof Global Markets Business Group of MUFG. At present, he is Deputy President of the Securities Business, Senior Executive Officer of the Securities Business-HD, and Senior Managing Executive Officer and Group Head of Global Markets Business Group of MUFG.
Mr. Asai is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Managing Executive Officer
Group Head, Trust Assets Business Group
Sunao Yokokawa Since assuming the post of Executive Officer of the Trust Bank in 2012, Mr. Yokokawa has served as General Manager of Personnel Division, Pension Trust Division, and Deputy Chief Executive of Trust Assets Business Unit. As well as General Manager of Asset Management and Administration Planning Division of MUFG. At present, he is Director, Managing Executive Officer and Chief Executive of Trust Assets Business Unit of the Trust Bank, concurrently serving as Managing Executive Officer and Group Head of Trust Assets Business Group of MUFG.
Mr. Yokokawa is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Managing Executive Officer
Group Head, Retail Banking Business Group
Atsushi Murakami Since assuming the post of Executive Officer at the Bank in 2010, Mr. Murakami has served as General Manager of Consumer Finance Division, General Manager of Retail Business Promotion Division, General Manager of Retail Banking Planning Division, and Deputy Chief Executive of Retail Banking Business Unit at the Bank. He also served as General Manager of Retail Planning Division, Executive Officer of Retail Business and Assistant Group Head of the Global Business Group (Overseas Retail Business) at MUFG. At present, he is Managing Director and Chief Executive of Retail Banking Business Unit at the Bank, and Group Head of Retail Banking Business Group at MUFG.
Mr. Murakami is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.

Grounds for nomination of directors

Position Name Reasons for Selection
Outside Director Hiroshi Kawakami Having served as Senior Managing Director of Toyota Motor Corporation and president and CEO of Central Japan International Airport Co., Ltd., Mr. Hiroshi Kawakami has a wealth of experience and deep insight as a corporate manager. He was appointed outside director since he is expected to contribute to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Kawakami meets the “Independence Standards for Outside Directors” of MUFG. Although previously a Senior Director of Toyota Motor Corporation, more than nine years have passed since he resigned his directorship in June 2008, and he has not participated in the management nor been involved in the business execution of the company since. Further, as the value of transactions between it and MUFG Group in the fiscal year 2016 amounted to less than 1% of its consolidated net sales and MUFG’s annual consolidated gross profits. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Outside Director Yuko Kawamoto Over the last 30 years since she resigned from The Bank of Tokyo, Ltd. (now the Bank), Ms. Kawamoto has acquired abundant experience and expertise in the financial sector, throughout her career as a management consultant and a professor at the Graduate School of Waseda University. She was appointed outside director since she is expected to contribute to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Ms. Kawamoto meets the “Independence Standards for Outside Directors” of MUFG. Although she currently serves as a professor at the Graduate School of Waseda University, with which the Company had business accounting for less than 1% of Waseda University’s revenues and the Company’s consolidated gross profit in fiscal year 2016. In light of this, among other reasons, such relationship would not affect her independence from the Company.
Outside Director Haruka Matsuyama Ms. Matsuyama has extensive experience as an attorney and professional insight on general legal affairs. She was appointed outside director since she is expected to contribute to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term
[Supplementary information on independence]
Ms. Matsuyama meets the “Independence Standards for Outside Directors” of MUFG. She currently serves as the Partner of Hibiya Park Law Offices, with which the Company has no advisory contract and has not had transaction since fiscal year 2014 in which she assumed the post of the Company’s Director. In addition, although there was transaction related to legal advice, etc. between the Company and the concerned law office in fiscal year 2013, before she assumed the post of the Company’s Director, since the amount of transaction was less than ¥2 million. In light of this, among other reasons, such relationship would not affect her independence from the Company.
Outside Director Toby S. Myerson Mr. Myerson has extensive experience as an attorney and professional insight on the fields of corporate legal affairs and successful mergers, acquisitions divestiture and takeover transactions. The Company has appointed him as an outside director since he is expected to contribute extensive global outlook to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Myerson meets the “Independence Standards for Outside Directors” of MUFG. Although he served as a Partner and Co-Head of the Global Mergers and Acquisitions Group of Paul, Weiss, Rifkind, Wharton & Garrison LLP, he left the Firm in December 2016, and has not been involved in its management after resignation. In addition, although he currently serves as Chairman & CEO of Longsight Strategic Advisors LLC, a strategic advisory firm he established in January 2017, there is no relation between this company and the Company. In light of this and other reasons, such relationship would not affect his independence from the Company.
Outside Director Tsutomu Okuda Having served in various important positions, including President and Chairman of J.Front Retailing Co., Ltd., Mr. Okuda has affluent experience, knowledge and wisdom as a corporate manager. The Company has appointed him as an outside director since he is expected to contribute to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Okuda meets the “Independence Standards for Outside Directors” of MUFG. Although he currently serves as a Senior Advisor of J.Front Retailing Co., Ltd., the value of transaction between it and the Group in fiscal year 2016 amounted less than 1% of its consolidated net sales and the Company’s consolidated gross profit. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Outside Director Yukihiro Sato Having served as representative executive officer and executive vice president of Mitsubishi Electric Corporation and in the public service as the chairman of the Corporate Finance Executive Committee of Ministry of Economy, Trade and Industry and a provisional member of the Business Accounting Council of Financial Services Agency, Mr. Sato has affluent experience as a corporate manager and professional insight in corporate finance and institutional accounting. The Company has appointed him as an outside director since he is expected to contribute to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Sato meets the “Independence Standards for Outside Directors” of MUFG. Although he is serving as an Adviser of Mitsubishi Electric Corporation, he resigned as a director in June 2009, and has not been involved in its management or business execution for more than 8 years since his resignation. In addition, the Company had business accounting for less than 1% of the Mitsubishi Electric Corporation’s consolidated net sales and the Company’s consolidated gross profit in fiscal year 2016. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Outside Director Tarisa Watanagase Ms. Watanagase has extensive experience as the former Governor of the Bank of Thailand, the central bank of the country, and professional insight on finance and economics. The Company has appointed her as an outside director since she is expected to contribute extensive global outlook to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term. Although she has not been directly involved in the management of a corporation, except as Outside Director or Outside Corporate Auditor, the Company believes that she is well qualified to act as an Outside Director because of the reason stated above.
[Supplementary information on independence]
Ms. Watanagase meets the “Independence Standards for Outside Directors” of MUFG.
Outside Director Akira Yamate Mr. Yamate has affluent experience as a certified public accountant and professional insight in accounting and auditing. The Company has appointed him as an outside director since he is expected to contribute to the effective enhancement of the Board of Directors’ decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Yamate meets the “Independence Standards for Outside Directors” of MUFG. Although he had been a Representative Partner of PricewaterhouseCoopers Aarata LLC in the past, he resigned from the PricewaterhouseCoopers Aarata in June 2013, and has not been involved in its management. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Director Takehiko Shimamoto Since assuming the post of executive officer of the Bank in 2008, Mr. Shimamoto has served as General Manager of the Operation Service Planning Division, general manager of the Human Resources Division, officer in charge of the Compliance Division (Chief Compliance Officer), and officer in charge of Corporate Risk Management Division and Credit Policy & Planning Division of the Bank. He also served as Deputy Chief Compliance Officer of MUFG. At present, he is director and audit member (full time) of MUFG.
Mr. Shimamoto is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was appointed director on the expectation that he will contribute to the effective enhancement of the Board of Directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Junichi Okamoto Since assuming the post of Executive Officer in 2008, Mr. Okamoto has served as General Manager of Pension Trust Division and General Manager of Business Division VI, Chief Executive of Trust Assets Business Unit and Deputy President of the Trust Bank. He also served as Group Head of Trust Assets Business Group and Chief Executive of Trust Assets Business Unit and Deputy President of the Trust Bank, of MUFG. At present, he is director and audit member (full time) of MUFG.
Mr. Okamoto is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Kiyoshi Sono Since assuming the post of Executive Officer of UFJ Bank Limited (now the Bank) in 2004, Mr. Sono has served as Group Head of Osaka Corporate Banking Group, Officer in charge of credit, Deputy President and Chief Executive of Corporate Banking Business Unit of the Bank. He also served as Group Head of Corporate Banking Business Group and as Chairman of MUFG. At present, he is Director and Chairman of MUFG, concurrently serving as Deputy Chairman of the Bank.
Mr. Sono is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was appointed director on the expectation that he will contribute to the effective enhancement of the Board of Directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Takashi Nagaoka Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2003, Mr. Nagaoka has served as chief executive of Retail Banking Business Unit, group head of Osaka Corporate Banking Group, and deputy president and chief executive of Corporate Banking Business Unit of the Bank. He also served as group head of Retail Banking Business Group and group head of Corporate Banking Business Group of MUFG. At present, he is Director and Deputy Chairman of MUFG, concurrently serving as President & CEO of the Securities Business-HD and President & CEO of the Securities Business.
Mr. Nagaoka is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was appointed Director on the expectation that he will contribute to the effective enhancement of the Board of Directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Mikio Ikegaya Since assuming the post of Executive Officer of the Trust Bank in 2008, Mr. Ikegaya has served as General Manager of Corporate Planning Division, Deputy Chief Executive of Trust Asset Business Unit and Chief Executive of Corporate Banking Business Unit of the Trust Bank. He also served as Deputy Group Head of Corporate Banking Business Group of MUFG. At present, he is Director and Deputy Chairman of MUFG, concurrently serving as President and CEO of the Trust Bank.
Mr. Ikegaya is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was appointed Director on the expectation that he will contribute to the effective enhancement of the Board of Directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Kanetsugu Mike Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2005, Mr. Mike has served as General Manager of Business & Systems Integration Division, Chief Executive of Corporate Services, and Deputy Chief Executive of Global Business Unit at the Bank, as well as Head of Operations & Systems Planning Division, and Officer in charge of Global Planning Division at MUFG. Then, he served as Deputy President and Co-Chief Executive of Global Business Unit and Chief Executive Officer for the Americas at the Bank, as well as Senior Managing Executive Officer, Group Head of Global Business Group, Regional Executive for the Americas at MUFG, and Executive Chairman of the Americas HD and the Bank (USA) At present, he is Director and Deputy Chairman of MUFG, concurrently serving as President & CEO of the Bank.
Mr. Mike is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Nobuyuki Hirano Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2001, Mr. Hirano has served as General Manager of Corporate Banking Division No. 2, General Manager of Corporate Planning Office, Deputy President, and President & CEO of the Bank. He also served as President & CEO of MUFG. At present, he is Director and President & Group CEO of MUFG, concurrently serving as Chairman of the Bank.
Mr. Hirano is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was elected Corporate Executive Officer based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Tadashi Kuroda Since assuming the post of Executive Officer of the Bank in 2008, Mr. Kuroda has served as General Manager of the Credit Division, and Officer in charge of Commercial Banking Offices in the East Region of Japan of the Bank. He also served as Chief Planning Officer at MUFG. At present, he is Director, Senior Managing Executive Officer, Group CSO & Group CHRO of MUFG, concurrently serving as Senior Managing Director and CSO of the Bank.
Mr. Kuroda is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was appointed Director on the expectation that he will contribute to the effective enhancement of the Board of Directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Muneaki Tokunari Since assuming the post of Executive Officer of the Trust Bank in 2009, Mr. Tokunari has served as General Manager of Corporate Planning Division at the Trust Bank. He also served as General Manager of Financial Planning Division and as Chief Planning Officer of MUFG. At present, he is director, Senior Managing Executive Officer, and Group CFO of MUFG, concurrently serving as Senior Managing Director and CFO of the Bank.
Mr. Tokunari is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was appointed Director on the expectation that he will contribute to the effective enhancement of the Board of Directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Director Masamichi Yasuda Since assuming the post of Executive Officer of the Bank in 2009, Mr. Yasuda has served as Officer seconded to UnionBanCal Corporation and Union Bank, N. A. (now the Bank (USA)), General Manager of Global Planning Division, Deputy Chief Executive of Global Markets Unit, and Assistant Chief Executive of Global Business Unit of the Bank. He also served as Managing Officer in charge of Compliance and Risk Management at MUFG. At present, he is Director, Senior Managing Executive Officer, Group CRO of MUFG, concurrently serving as Senior Managing Director and CRO of the Bank.
Mr. Yasuda is thoroughly familiar with the Group’s businesses and possesses the extensive business experience and knowledge necessary to manage the Group in an appropriate manner. He was appointed Director on the expectation that he will contribute to the effective enhancement of the Board of Directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
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