- Home
- About the Group
- Corporate Governance
The Mitsubishi Chemical Holdings Group (MCHC Group) has introduced a holding company system that completely separates portfolio management functions and individual operation management functions. MCHC's core operation companies consist of Mitsubishi Chemical Corporation (MCC), Mitsubishi Plastics, Inc. (MPI) and Mitsubishi Tanabe Pharma Corporation (MTPC), and their principal operations involve performance products, healthcare and chemicals. As a holding company, MCHC initiates various management measures to enhance corporate value, specifically through building group strategies, finding an optimal allocation of management resources and overseeing management, among other efforts. MCHC prioritizes management decision-making, efficient and timely execution of operations, clarification of management responsibility, strict compliance, and solid risk management as its most important corporate governance concerns. As a body responsible for overseeing the management of the MCHC Group, MCHC seeks to further enhance corporate value for the MCHC Group.
MCHC, in light of its responsibility for overseeing the management of the MCHC Group, regards management decision-making, efficient and timely execution of operations, clarification of management responsibility, strict compliance, and solid risk management as its most important corporate governance concerns, and works to further enhance corporate value for the MCHC Group. Based on Board of Directors Regulations and other related regulations, directors make decisions regarding important matters for the MCHC Group in meetings of the Board of Directors, and mutually oversee the performance of duties by directors. Statutory Auditors, in accordance with Auditing Standards for Corporate Auditors, oversee the performance of duties by directors by attending Board of Directors and other important meetings, and through other means, as well. In addition, the MCHC Group has adopted an executive officer system to separate management oversight and execution functions, and has set forth rules governing the activities of the Board of Directors, Management Committee, CSR Committee, and other decision-making organs, rules addressing the authority of individual employee positions, rules setting forth the responsibilities of individual departments, etc., and other rules. The MCHC Group efficiently and properly pursues management decision-making and execution.
The Board of Directors, based on the Board of Directors Regulations and other related regulations, makes decisions on important MCHC management matters and fundamental Group management matters, and oversees the execution of duties by directors. In principle, the Board of Directors Meeting is convened once a month. MCHC, which has specified in its Articles of Incorporation that it shall have no more than 10 directors, has seven directors as of the issue date of this Annual Report 2009. To ensure that its management system can quickly respond to changes in the business environment and in the interest of clarifying director management responsibilities and roles, MCHC has set the terms of office of directors at one year.
The Management Committee, as an organ for assisting the President and Representative Director in decision-making, discusses investment, financing, and other important matters of business execution for both MCHC and MCHC Group companies. Actions related to matters of particular management import discussed by the Management Committee must be approved by the Board of Directors prior to execution. The Management Committee takes place twice a month and is composed of the President, standing executive officers, executive representatives of principal direct investees, and statutory auditors.
The CSR Committee, as an organ for assisting the President and Representative Director in decision-making, discusses important matters related to MCHC and the MCHC Group company compliance, risk management, safety and environmental measures, human rights education, social contributions, and other aspects of corporate social responsibility (CSR). In principle, the CSR Committee convenes twice a year and at other times as necessary. Its members consist of representatives of both MCHC Group companies. Included are presidents, executive officers in charge of compliance, risk management officers, responsible care (RC) officers and other officers with CSR responsibilities, and statutory auditors.
Auditing operations are performed by statutory auditors and the Board of Auditors. The Board of Auditors Meeting, in principle, takes place once a month. As of the end of June 2009, the Board of Auditors consists of five statutory auditors, including three outside auditors. Statutory Auditors look at the business executions of the directors and other corporate activities through attendance at the board of directors and other important meetings, pursuant to the Auditing Standards for Corporate Auditors and other rules and regulations.
MCHC has entrusted the performance of its outside audits to Ernst & Young ShinNihon LLC. Ernst & Young ShinNihon maintains a close relationship with the Statutory Auditors and internal audit. It provides the Statutory Auditors with reports on the status and results of audits, exchanges important information and opinions with the Statutory Auditors, and strives to perform efficient, effective audits.
Presently, MCHC has adopted no takeover defenses. However, MCHC will take whatever measures it deems necessary in response to large share purchases that threaten to damage the corporate value of the MCHC Group or the common interests of shareholders. Because it is an important management matter, MCHC will continue to examine the adoption of takeover defenses in light of factors like laws and legal precedents concerning takeover activities, and social currents.
MCHC holds Internet-based conferences covering operating results for analysts and institutional investors four times a year. We also regularly hold business briefings and research facility tours, and visit overseas institutional investors individually.
MCHC strives to strengthen and thoroughly implement its internal control system based on the basic policies decided by the Board of Directors. The Board of Directors inspects the implementation status of these basic policies at the end of every fiscal term and reviews any specifics of the policies as needed. In fiscal year 2008, MCHC established an MCHC Group information security policy and information system security rules. Moreover, in response to enforcement of the internal control report system of the Financial Instruments and Exchange Law, MCHC took stock of and improved the actual conditions of the enhancement/operational situations of the Group's internal control concerning financial reporting. MCHC then evaluated such enhancement/operational situations in accordance with the standard concerning the evaluation of the internal control, as specified by the Financial Instruments and Exchange Law. Furthermore, in order to help strengthen the initiatives for the internal control pursued by its overseas group companies, MCHC held an Asian Region Internal Control System Promotion Meeting in China (with 28 companies) and Singapore (13 companies), respectively. There, participants discussed and exchanged information on MCHC Group's initiatives for internal control, compliances by each operating company and risk management. In fiscal year 2009, MCHC will further enhance the situations of its internal control based on the evaluation results. MCHC will also strengthen its collaboration with the internal control system-related departments and internal audit departments of its core operation companies (MCC, MPI and MTPC), in order to assist the penetration of internal control such as the promotion of compliance and risk management.
To view PDF files, you need the free Adobe Reader installed on your computer.
