Corporate Governance
Structure of Corporate Governance
Our pursuit of strong corporate governance embodies the spirit of our Company Creed, our Management Principles and the Marubeni Corporate Principles. Working to maximize its corporate value, the Marubeni Group is constantly striving toward transparent and efficient management.
Marubeni is recognized as a "Company with Auditors" under the Corporation Law of Japan. Marubeni's management structures for corporate decision-making, execution and monitoring are shown in the diagram below.
Board of Directors, Outside Directors and Corporate Auditors
The Board of Directors, comprising 13 directors, sets corporate policy and other important matters, and monitors the performance of the directors and executive officers. Each director's term of office is one year. Since Fiscal 2005, the Board of Directors has included two outside directors, with the aim of increasing the effectiveness of the Board of Directors and enhancing the transparency of management. The Board of Corporate Auditors comprises four corporate auditors, two of whom are outside corporate auditors.
The two outside directors, Toshiyuki Ogura and Shigeaki Ishikawa, and the two outside corporate auditors, Osamu Kita and Hiroshi Kudo, have no personal or financial interest in, or any other business connection with Marubeni.
Meetings of the Board of Directors and the Board of Corporate Auditors
The Board of Directors met 20 times during Fiscal 2008, and the outside directors were present at all meetings. The Board of Corporate Auditors met eight times, and the outside corporate auditors were present at all meetings.
Remuneration Provided to Directors and Auditors
Remuneration provided to the 16 directors in Fiscal 2008 (including the three directors who stepped down in June 2008) amounted to 881 million yen, and the remuneration provided to the four corporate auditors was 103 million yen. No non-monetary forms of remuneration were made.
