Corporate governance
Corporate Governance and CSR
Marubeni believes that management transparency and enhancing corporate value helps us win the trust of stakeholders. For this purpose, we are further strengthening our corporate governance - an integral part of CSR - and we are striving to build a reliable and sustainable Group business base.
Policies and Status of Corporate Governance
Marubeni's management structures for corporate decision making, execution, and monitoring, as well as corporate governance,are shown in the diagram below.
The Board of Directors consists of 12 directors who set corporate policy and other items of relevance, as well as monitor the performance of directors. In addition, two outside directors were appointed at the General Meeting of Shareholders in June 2005 to strengthen corporate governance through the bolstering of the President and CEO's checking and auditing powers.
The Board of Corporate Auditors consists of four corporate auditors(of whom two are outside corporate auditors). Each corporate auditor monitors the execution of directors' duties through attendance at high-level directors' meetings, and surveys of the state of the business and assets. Their actions are based on auditing policies set by the Board of Corporate Auditors and the Auditing Plan.
Through these kinds of structures, Marubeni enhances transparency to stakeholders, and strengthens corporate governance.Together with our CSR efforts, we strive to become a corporation for the new era.
Basic Policy on Internal Control
"The Basic Policy on Internal Control" was adopted at the Board of Directors' Meeting in May 2006. This policy addresses various issues, including corporate governance, compliance,risk management, group management systems, and corporate auditors. Marubeni will continue to revise this policy with changes in society to create a suitable and efficient system.
The Relationship Between the Company, and Outside Directors and Corporate Auditors
The two outside directors, Masao Fujii (former Judge of the Supreme Court) and Koji Kunimatsu (former Commissioner of the National Police Agency) have no personal or financial interest in, or any other business connection with Marubeni.
The outside corporate auditors, Kazuto Baba and Osamu Kita,also have no such interests in Marubeni.
Since their appointment, the outside directors and corporate auditors have been present at all of the 14 Board of Directors'Meetings held in 2005.
The Board of Corporate Auditors had 9 meetings in 2005, at all of which the outside corporate auditors have been present.
Risk Management System
The following system has been put in place to manage potential major risks to the business.
For important individual proposals, such as for investment or financing, draft proposals are first circulated and discussed by the Investment and Credit Committee and by the Corporate Management Committee, after which the decision is made by the President.
Following implementation, the supervising sales division tracks the process and, for important cases, periodic status reports are made to the Investment and Credit Committee, the Corporate Management Committee, and the Board of Directors.
In addition, portfolio management is used to spread the risk for the entire corporation.
