The Committee is composed of outside directors and the President & CEO, with an outside director as Chairperson. The Committee decides on proposals for appointment or dismissal of directors which will be submitted to the General Meetings of Shareholders. It also discusses matters related to the Chairman, Deputy Chairman, President & CEO, and other major management positions in the holding company or major subsidiaries and makes recommendations to the board of directors. It examines corporate governance policy and framework and makes recommendations to the board of directors.
(note2) Nominating and Governance Committee is a "Nominating Committee" as provided for in the Companies Act.
The U.S. Risk Committee is composed of the members of the Americas HD (note3) Risk Committee, delegate(s) from MUFG, Regional Executive for the Americas and CEO of the Americas HD. The Committee oversights overall risk management framework in respect of MUFG’s operations in the U.S. and the material risks to which MUFG’s operations in the U.S may be exposed, deliberates on the status, control and management of all types of risk on a group basis, reports and makes recommendations to MUFG Risk Committee.
(note3) MUFG Americas Holdings Corporation (Intermediate Holding Company)
|Nominating and Governance Committee||Compensation Committee||Audit Committee||Risk Committee||U.S. Risk Committee|
|Mariko Fujii||Outside director||○||○||◎|
|Keiko Honda||Outside director||○|
|Kaoru Kato||Outside director||○||○||○|
|Satoko Kuwabara||Outside director||○||◎|
|Toby S. Myerson||Outside director
|Hirofumi Nomoto||Outside director||◎||○|
|Yasushi Shingai||Outside director||○||○|
|Koichi Tsuji||Outside director||◎|
|Tarisa Watanagase||Outside director||○|
|Kenichi Miyanaga||Non-executive director||○|
President & Group CEO
Managing Corporate Executive
|Shinichi Koide||Outside expert member
Outside director of MUFG Bank
|Atsushi Miyanoya||Outside expert member||○|
|Kazuhiko Ohashi||Outside expert member||○|
|Linda Cunningham||Outside director of the Americas HD||◎|
|Suneel Kamlani||Outside director of the Americas HD||○|
|Michael Fraizer||Outside director of the Americas HD||○|
|Masatoshi Komoriya||Chairman of the Americas HD||○|
|Kevin Cronin||President & CEO of the Americas HD||○|
||Managing Corporate Executive Group CRO||○|
|Nobuki Hatano||Executive Officer||○|
MUFG has adopted a performance-based stock compensation plan for all directors, corporate executives and executive officers (hereinafter referred to collectively as “recipients”) who serve at the holding company, MUFG Bank and Mitsubishi UFJ Trust and Banking as well as the Securities. The introduction of this plan is intended to provide greater incentives for those individuals to maintain an awareness of the Group's overall corporate performance, stock price and capital efficiency over the medium- to long-term when pursuing their duties.
In May 2018, MUFG carried out a partial revision of this plan, incorporating ROE and the expense ratio into evaluation indices for determining stock compensation and bonuses for directors while increasing the proportion of performance-based compensation. This move is expected to better harmonize our compensation system with shareholders' interests.
Outline of Compensation System
Underlying Concepts and Objectives
Accordingly, MUFG aims to better motivate recipients to contribute to growth in business performance not only in the short term but also over the medium to long term while discouraging an excessively risk-taking approach. MUFG also determines compensation by giving due consideration to its operating results, financial soundness and domestic and overseas regulatory requirements associated with compensation paid for these recipients.
Content of Compensation
- Compensation consists of three components,namely, basic compensation (fixed); stock compensation (linked to stock prices and medium- to long-term corporate performance); and bonuses (linked to short-term corporate performance). The proportion of each component is appropriately determined by giving due consideration to the concepts and objectives described above as well as duties carried out by each recipient.
- Stock compensation plan utilizes a trust scheme and provides recipients with MUFG shares.
- As for compensation for the MUFG president's service for fiscal 2018 and later, the proportion of all three components is set equally. (provided that stock compensation and bonuses have been paid in standard amounts.)