In working towards the further enhancement of MUFG's corporate governance and in order to construct a framework for the future of the Group over the medium- to long-term, in June 2015 MUFG became a company with three committees.
As part of enhancing the Group's management, we are aiming to strengthen the board of director's oversight functions by division of execution and oversight at the holding company level, to construct an effective and efficient governance framework through the reorganization of committees, and, as a G-SIFI(note1), to construct a corporate governance framework that is more comprehensible for overseas stakeholders.
To set out the policy and framework of the corporate governance of MUFG and to serve as a guide for the actions of directors and management, MUFG Corporate Governance Policies has been formulated.
(note1) Global Systematically Important Financial Institution
This English translation of Corporate Governance Report is only for reference purpose. When there are any discrepancies between original Japanese version and English translation version, the original Japanese version always prevails.
Outline of Board of Directors and Committees
The board of directors is responsible for the oversight and direction of the Group. It is composed of 15 members, of whom 8 (the majority) are either outside directors.
The outside directors are a balanced group (corporate management, a financial expert, a lawyer and an accountant) with a diverse range of experience and expertise.
Nominating and Governance Committee (note2)
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 Committee is composed of outside directors and the President & CEO, with an outside director as Chairperson. The Committee decides the compensation policy for directors and corporate executive officers and also decides the details of individual compensation. It examines the compensation systems for senior management at the holding company and major subsidiaries and makes recommendations on establishment and reform to the board of directors.
The Committee is composed of outside directors and non-executive directors, with an outside director as Chairperson. The Committee audits the execution of business by directors and corporate executive officers and prepares auditing reports. It also examines the business and financial situation of the holding company and subsidiaries, conducting fieldwork where necessary.
The Committee is composed of outside directors, internal directors and outside expert members, with an outside director as Chairperson. The Committee examines matters related to Group-wide risk management and reports to the board of directors. It examines important issues of the overall risk management matters and issues relating to the top risk matters (including critical compliance matters etc.), as well as other issues that need to be examined by the Risk Committee and makes recommendations to the board of directors.
U.S. Risk Committee
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|
|Hiroshi Kawakami||Outside director||○||○||○|
|Yuko Kawamoto||Outside director||○||○||◎|
|Haruka Matsuyama||Outside director||○||◎|
|Toby S. Myerson||Outside director
Outside director of the Americas HD
|Tsutomu Okuda||Outside director||◎||○|
|Yasushi Shingai||Outside director||○||○|
|Tarisa Watanagase||Outside director||○|
|Akira Yamate||Outside director||◎|
|Tadashi Kuroda||Non-executive director||○|
|Junichi Okamoto||Non-executive director||○|
President & Group CEO
|Naomi Hayashi||Managing Corporate Executive, Group CSO||○|
|Akira Ariyoshi||Outside expert member||○|
|Kenzo Yamamoto||Outside expert member||○|
|Ann F. Jaedicke||Outside director of the Americas HD||◎|
|Dean A. Yoost||Outside director of the Americas HD||○|
|Suneel Kamlani||Outside director of the Americas HD||○|
|Roberta Bienfait||Outside director of the Americas HD||○|
|Masato Miyachi||Senior Managing Corporate Executive
Chairman of the Americas HD
|Stephen Cummings||President & CEO of the Americas HD||○|
|Masamichi Yasuda||Senior Managing Corporate Executive, Group CRO||○|
Accounting Auditing Hotline
MUFG has set up an accounting auditing hotline to be used to make reports related to instances of improper practices (violations of laws and regulations) and inappropriate practices, or of practices raising questions about such impropriety or inappropriateness, regarding accounting and internal control or audits related to accounting in Group companies. The reporting process works as follows, and may be carried out via letter or e-mail.
- Hokusei Law Office, P.C.
- Address : Kojimachi 4-3-4, Chiyoda-ku, Tokyo
When reporting information please pay attention to the following :
- Please include the name of the company concerned, and provide detailed information with respect to the matter. Without detailed factual information there is a limit to how much our investigations can achieve.
- Anonymous information will be accepted.
- No information regarding the identity of the informant will be passed on to third parties without the approval of the informant themselves. However, this excludes instances where disclosure is legally mandated, or to the extent that the information is necessary for surveys or reports, when data may be passed on following the removal of the informant's name.
- Please submit reports in either Japanese or English.
- If the informant wishes, we will endeavor to report back to the informant on the response taken within a reasonable period of time following the receipt of specific information, but cannot promise to do so in all instances.