Corporate Governance
In keeping with the spirit of our "Company Creed" and the "Marubeni Corporate Principles," the executives and employees of the Marubeni Group observe relevant laws and regulations, as well as our own corporate rules. Further enhancing corporate governance, our corporate activities are conducted in line with our "Corporate Ethics Code" and "Management Philosophy."
Corporate Governance Scheme
Marubeni Corporation is a "Company with Auditors" as defined in the Companies Act of Japan. With regard to our corporate management, decision-making, execution and monitoring are conducted according to the corporate governance scheme shown in Figure 1.
Figure1: Structure of Corporate Governance
Board of Directors, Board of Corporate Auditors, Corporate Management Committee
Marubeni is governed by the following committees and groups.
- Board of Directors
The Board of Directors is comprised of 13 Directors (including 2 outside Directors). The Board makes decisions on corporate policies and other important matters and monitors the performance of individual Directors. To ensure separation between management and execution, the Board is presided over by a chairman with no representation rights and no authority for business execution. In fiscal 2010, the Board of Directors met 20 times.
- Board of Corporate Auditors
The Board of Corporate Auditors is comprised of 5 Corporate Auditors (including 3 outside Corporate Auditors). Marubeni has adopted a corporate auditor system, which means that the corporate auditors oversee the execution of duties of the Directors based on the auditing policies and plans set by the Board of Corporate Auditors. The Auditors attend the Board of Directors meetings and other relevant meetings and monitor business activities and financial conditions. In fiscal 2010, the Board of Corporate Auditors met 11 times.
- Corporate Management Committee
Directly positioned under the President, the Corporate Management Committee is comprised of the President and 9 Directors. They deliberate on important matters pertaining to all aspects of corporate management. In fiscal 2010, the Corporate Management Committee met 40 times.
- Committee of Chief Operating Officers
The members of the Committee of Chief Operating Officers are the President, the other members of the Board of Directors, the Chief Operating
Officers, the Regional CEO for North & Central America, the Regional CEO for Europe, the Regional CEO for China, and the Regional CEO for ASEAN. They discuss matters relating to budgeting, account settlement and financial planning, as well as other matters relating to the execution of the business. In fiscal 2010, the Committee of Chief Operating Officers met 4 times.
- Committee of Executive Officers
Comprised of 38 executive officers (including 10 who are also serving as Directors), the Committee of Executive Officers is responsible for reporting on matters pertaining to the President's policy announcements and other communications, as well as matters pertaining to business execution, such as financial reports and internal audit reports. In fiscal 2010, the Committee of Executive Officers met 11 times.
Outside Directors and Outside Corporate Auditors
The 2 outside Directors, Toshiyuki Ogura and Shigeaki Ishikawa, and the 3 outside Corporate Auditors, Hiroshi Kudo, Takao Kitabata and Norimasa Kuroda, have no personal or financial interest in or any other business connection with Marubeni.
Strengthening the Function of Corporate Auditors
In addition to attending meetings of the Board of Directors and receiving reports from Directors on business performance and other important matters, the Corporate Auditors also attend meetings of the Corporate Management Committee and other important meetings.
The President also holds regular meetings with the Corporate Auditors and reports to them on business performance. Other Directors, the Chief Operating Officers and the General Managers of the Corporate Staff Divisions report to the Corporate Auditors each year on business performance.
Establishment of Committees
Marubeni has established various kinds of committees designed to enhance corporate governance. The following is a list of major committees and their respective roles with the general frequency of meetings given in parentheses.
- Investment and Credit Committee (once a week)
Deliberates on projects pending approval. Following internal discussion, the Chairman of the "Investment and Credit Committee" determines those projects to be submitted to the Corporate Management Committee.
- Compliance Committee (twice ayear and additionally as needed)
Provides support and guidance on the development, maintenance and administration of the Marubeni Group's compliance structure, as well as on the practical aspects of compliance as part of business operations.
- Compensation Consultative Committee (as needed)
With consultation from the President, deliberates and reports on the overall treatment of executives, including their remuneration, rewards and penalties.
- CSR & Environment Committee (as needed)
Discusses and reports on the Marubeni Group's CSR and global environment conservation activities, as well as on the basic policies related to these activities.
- Internal Control Committee (as needed)
Confirms and reviews the development and operation of Marubeni's basic policy on internal control as required under the Companies Act and prepares proposed revisions; develops, operates and evaluates the effectiveness of systems for internal control related to financial reporting as per the Financial Instruments and Exchange Act and prepares draft internal control reports.
- Disclosure Committee (4 times a year and additionally as needed)
Drafts general principles and basic policies regarding disclosure; develops and maintains internal systems concerning legal disclosure and timely disclosure.
Remuneration Provided to Directors and Auditors
The remuneration for the 13 Directors in fiscal 2010 amounted to 779 million yen and the remuneration for the 6 Corporate Auditors (including the Corporate Auditor who retired from the position in June 2010) was 104 million yen. No non-monetary forms of remuneration were made.
