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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 Executives duties of due care and loyalty

Directors and corporate executives owe duties of due care and loyalty; as part of these duties, directors and corporate executives 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 executives 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 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 and that company; for example, in a case where a director or corporate executive 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 on behalf of the other company.

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

2-1. Prior approval by the board of directors

When a director or corporate executive 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 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 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 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 executives 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 executives.

Reference: Examples of Conflict of Interest Transactions

1. Examples of direct transactions

  • 1. A director or corporate executive 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 carries out a direct transaction with MUFG as the representative of the other company
  • 2. A director or corporate executive 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 carries out a direct transaction with MUFG on behalf of the other company as its representative or negotiator
  • 3. A director or corporate executive 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 carries out a direct transaction with MUFG on behalf of the other company as its representative or negotiator
  • 4. A director or corporate executive 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 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 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 on behalf of the other company
  • 2. A director or corporate executive 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 executives

  • 1. Conflict of interest transactions with directors or corporate executives 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 executives as individuals or to those who share living expenses with such individuals
  • 3. Partial exemption of directors or corporate executives from their liabilities to the company
  • 4. Appointment of a representative of MUFG for lawsuits between MUFG and directors or corporate executives
  • 5. Dismissal of representative directors or representative corporate executives

End

Grounds for Appointment of Senior Management

Position Name Reasons for Selection
Chairman
(Representative Corporate Executive)
Kiyoshi Sono Since assuming the post of executive officer of UFJ Bank Limited (now MUFG Bank, 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 chairman of the board of directors 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 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
(Representative Corporate Executive)
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 member of the board of directors 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 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
(Representative Corporate Executive)
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 managing director, head 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 corporate executive, 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 member of the board of directors 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 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
(Representative Corporate Executive)
Saburo Araki Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2007, Mr. Araki has served as managing director, head of Human Resources Division and Corporate Planning Division, also as group head of Corporate Banking Group No. 1, officer in charge of Corporate Administration Division and Corporate Planning Division. Then, he served as deputy president and chief executive of Corporate Banking Business Unit of the Bank, as well as senior managing corporate executive and group head of Corporate Banking Business Group of MUFG. At present, he is member of the board of directors and deputy chairman of MUFG, currently serving as President & CEO of Mitsubishi UFJ Securities Holdings Co., Ltd. (hereafter “the Securities Business-HD”) and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (hereafter “the Securities Business”).
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 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
(Representative Corporate Executive)
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 managing director, head of Corporate Banking Division No. 2 and Corporate Planning Office, deputy president, and President & CEO of the Bank. He also served as President & CEO of MUFG. At present, he is member of the board of directors 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 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 Corporate Executive
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 managing director, head of Financial Planning Division and as chief planning officer of MUFG. At present, he is senior managing corporate executive and Group CFO of MUFG, concurrently serving as member of the board of directors, senior managing executive officer 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 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 Corporate Executive
Group CCO & Group CLO
Akira Hamamoto Since assuming the posts of executive officer of MUFG in 2010, Mr. Hamamoto held a general manager position of Internal Audit Division. He has also served as managing director, head of Compliance & Legal Division, then he became 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 of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank). At present, he is member of the board of directors, senior managing executive officer, CCO & CLO of the Bank, and senior managing corporate executive, 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 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 Corporate Executive
Group CRO
Masamichi Yasuda Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2009, Mr. Yasuda has served as officer seconded to UnionBanCal Corporation and Union Bank, N. A. (now the Bank (USA)), managing director, head 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 executive officer in charge of Compliance and Risk Management at MUFG. At present, he is senior managing corporate executive and Group CRO of MUFG, concurrently serving as member of the board of directors, senior managing executive officer 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 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 Corporate Executive
Group CIO & Group CDTO
Hironori Kamezawa Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2009, Mr. Kamezawa has served as managing director, head 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 managing director, head of Credit Policy & Planning Division, deputy chief executive officer for the Americas and Group CDO at MUFG. At present, he is member of the board of director, senior managing executive officer, chief executive of Corporate Services, CIO (in charge of Information Systems Group) & CDTO (in charge of Digital Transformation Division) of the Bank, concurrently serving as senior managing corporate executive 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 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 Corporate Executive
Group CHRO
Hiroshi Naruse Since assuming the post of executive officer of the Trust Bank in 2008, Mr. Naruse served as general manager position rerated to IT planning, then officer in charge of corporate administration, corporate management and compliance at the Trust Bank. At MUFG, he served as managing director, head of Operations & Systems Planning Division, and in sub-charge of compliance. At present, he is director, deputy president, and executive officer, in charge of Personnel Division, Employees Counselors Division, Business Process and IT Planning Division at the Trust bank. He also serves as senior managing corporate executive, Group CHRO & Group Deputy CIO at MUFG.
Mr. Naruse 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 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 Corporate Executive
Group CAO
Managing Director, Head of Internal Audit Division
Shigeru Yoshifuji Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2012, Mr. Yoshifuji has served as managing director, head of Corporate Risk Management Division of MUFG and the bank. At present, he is managing corporate executive, Group CAO and managing director, head 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 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 Corporate Executive
Group CSO
Naomi Hayashi Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2013, Mr. Hayashi held general manager positions in Corporate Business Planning Division and Corporate Planning Division both at the Bank and MUFG., as well as Electronically Recorded Monetary Claims Business Planning Office at the Bank, and Trust Business Planning Division at MUFG. At present, he is member of the board of director, managing executive officer and CSO of the Bank, as well as managing corporate executive and Group CSO at MUFG. Both at the Bank and the Company, he is in charge of Corporate Administration Division and Corporate Communications Division and in sub-charge of Digital Transformation Division.
Mr. Hayashi 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 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 Corporate Executive
Group Head, Global Commercial Banking Business Group
Eiichi Yoshikawa Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now 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 chief executive of Global Business Unit at the Bank. At present he is member of the board of directors, deputy president and chief executive of Global Commercial Banking Business Unit and COO-I at the Bank, concurrently serving as senior managing corporate executive and group head of Global Commercial Banking Business Group and Group COO-I 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 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 Corporate Executive
Group Head, Global Markets Business Group
Shigeru Asai Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now 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. He has also served as deputy chief executive of Global Markets Business Group of MUFG. At present, he is deputy president of the Securities Business, principal executive officer of the Securities Business-HD, as well as senior managing corporate executive 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 based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased.
Senior Managing Corporate Executive
Group Head, Japanese Corporate & Investment Banking Business Group
Kenji Yabuta Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2009, Mr. Yabuta has held general manager positions of Public Relations Division, Kyoto branch, Corporate Business Planning Division, and he also served as group head of Nagoya Corporate Banking Group and Corporate Banking Group No.1, then chief executive of Corporate Banking Business Unit of the Bank. At present, he is deputy president and chief executive of Japanese Corporate & Investment Banking Business Unit t of the Bank, as well as senior managing corporate executive and group head of Japanese Corporate & Investment Banking Business Group of MUFG
Mr. Yabuta 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 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 Corporate Executive
Group Head, Retail & Commercial Banking Business Group
Naoki Hori Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2010, Mr. Hori held general manager positions in Corporate Business Planning Division and Corporate Banking Business Promotion Division. Then he became officer in charge of the commercial banking offices in west region of Japan, and CHRO (in charge of Human Resources Division) of the Bank. At present, he is member of the board of directors, senior managing executive officer and chief executive of Retail & Commercial Banking Business Unit of the Bank. He also serves senior managing corporate executive and group head of Retail & Commercial Banking Business Group at MUFG.
Mr. Hori 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 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 Corporate Executive
Group Head, Global Corporate & Investment Banking Business Group
Masato Miyachi Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2010, Mr. Miyachi held general manager positions in Structured Finance Division, Global Planning Division and Planning Division for Asia & Oceania in Headquarters for Asia & Oceania, then he became chief executive officer for Europe, Middle East & Africa, and deputy chief executive officer for the Americas of the Bank. At present, he is member of the board of directors, senior managing executive officer and chief executive of Global Corporate & Investment Banking Business Unit. He also serves as senior managing corporate executive and group head of Global Corporate & Investment Banking Business Group at MUFG.
Mr. Miyachi 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 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 Corporate Executive
Group Head, Asset Management & Investor Services 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 managing director, head 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 corporate executive 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 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 Member of the Board of Directors

Position Name Reasons for Selection
Member of the Board of Directors
(Outside)
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 member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors’ decision-making and oversight functions, 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 ten 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 2017 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.
Member of the Board of Directors
(Outside)
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 member of the board of directors since she is expected to contribute to the effective enhancement of the board of directors’ decision-making and oversight functions, 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 2017. In light of this, among other reasons, such relationship would not affect her independence from the Company.
Member of the Board of Directors
(Outside)
Haruka Matsuyama Ms. Matsuyama has extensive experience as an attorney and professional insight on general legal affairs. She was appointed member of the board of directors since she is expected to contribute to the effective enhancement of the board of directors’ decision-making and oversight functions, 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 Ą2 million. In light of this, among other reasons, such relationship would not affect her independence from the Company.
Member of the Board of Directors
(Outside)
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 member of the board of directors since he is expected to contribute extensive global outlook to the effective enhancement of the board of directors’ decision-making and oversight functions, 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.
Member of the Board of Directors
(Outside)
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 member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors’ decision-making and oversight functions, 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 had served as a senior advisor of J.Front Retailing Co., Ltd., he retired in May 2018. In addition, the value of transaction between it and the Group in fiscal year 2017 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.
Member of the Board of Directors
(Outside)
Yasushi Shingai Having served in various important positions, including member of the board, senior vice president and chief finance officer (CFO) of Japan Tobacco Inc. (JT), executive vice president and deputy CEO and CFO of JT International S.A., and executive deputy president and representative director and deputy CEO of JT, Mr. Shingai has affluent experience as a global corporate manager and professional insight not only in corporate finance, but also M&A and corporate management after M&A. He was appointed member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors’ decision-making and oversight functions, 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. Shingai meets the Company’s “Independence Standards for Outside Directors”. He resigned as member of the board of JT in March 2018 and has not been involved in its management or business execution since his resignation. In addition, the Company had business accounting for less than 1% of the Japan Tobacco Inc.’s consolidated net sales and the Company’s consolidated gross profit in fiscal year 2017. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Member of the Board of Directors
(Outside)
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 member of the board of directors since she is expected to contribute extensive global outlook to the effective enhancement of the board of directors’ decision-making and oversight functions, 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.
Member of the Board of Directors
(Outside)
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 member of the board of directors 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.
Member of the Board of Directors Tadashi Kuroda Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2008, Mr. Kuroda has served as managing director, head 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 officer in charge of corporate planning, then Group CSO & Group CHRO of MUFG. At present, he is member of the board of directors and member of the Audit Committee (full time) of MUFG.
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 as a member of the board of directors 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.
Member of the Board of Directors 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 member of the board of directors 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 appointed as a member of the board of directors 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.
Member of the Board of Directors 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 chairman of the board of directors 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 member of the board of directors 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.
Member of the Board of Directors 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 member of the board of directors 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 member of the board of directors 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.
Member of the Board of Directors 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 managing director, head 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 corporate executive, 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 member of the board of directors 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 appointed as a member of the board of directors 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.
Member of the Board of Directors Saburo Araki Since assuming the post of executive officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2007, Mr. Araki held general manager positions in Human Resources Division and Corporate Planning Division. After serving as group head of Corporate Banking Group No. 1, then officer in charge of Corporate Administration Division and Corporate Planning Division, Mr. Araki became deputy president and chief executive of Corporate Banking Business Unit at the Bank, as well as group head of Corporate Banking Business Group of MUFG. At present, he is President & CEO of Mitsubishi UFJ Securities Holdings Co., Ltd. and President & CEO of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., concurrently serving as member of the board of directors, deputy chairman (representative corporate executive) of the Company.
He is thoroughly familiar with the group’s businesses and possesses extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed as a member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors’ decision-making and oversight functions, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.
Member of the Board of Directors 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 managing director, head of Corporate Banking Division No. 2, of Corporate Planning Office, deputy president, and President & CEO of the bank. He also served as President & CEO of MUFG. At present, he is member of the board of directors 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 appointed as a member of the board of directors 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.
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