Marubeni Corporation (hereinafter referred to as “Marubeni”) seeks to steadily increase and maximize corporate value through business activities that are in accordance with its Company Creed and Management Philosophy*, and to build a stable and sustainable group business foundation. To this end, the Corporation, in accordance with the Companies Act and the Regulation for Enforcement of the Companies Act, establishes the policy described below (hereinafter referred to as the “basic internal control policy”) to ensure that all business activities of Marubeni and the business group (hereinafter referred to as the “Marubeni Group”) made up of Marubeni and all Marubeni Group companies (Marubeni’s consolidated subsidiaries and companies which the Corporation regards as being substantially equivalent to its subsidiaries; the same shall apply hereinafter) are conducted appropriately. Marubeni regularly reviews the basic internal control policy in response to changes in social conditions so as to realize a system that is more appropriate and efficient.
The Board of Directors, in accordance with laws and regulations and the Articles of Incorporation, sets the important matters related to management and supervises the execution of duties by Executive Officers. To clearly segregate execution and supervision, the Chairman of the Board who does not concurrently serve as an Executive Officer, in principle, chairs the Board of Directors Meetings. Executive Officers execute business operations decided by the Board of Directors, in accordance with the laws, regulations and Articles of Incorporation and report the situation of their duty execution to the Board of Directors. Marubeni appoints Outside Directors to ensure effectiveness of corporate governance. In addition to Executive Officers, Marubeni adopts the executive officer system, appointing an Executive Officer as defined in Marubeni internal policy (hereinafter referred to as “Executive Officers (Shikkoyakuin)”), and delegates authority within an appropriate threshold to improve efficiency of business execution, and adopts a system whereby its Member of Corporate Management Committee, Supervisors participate in the company’s overall management, and instruct and support the overall operation of the respective business divisions in charge by complying with the company’s management policy.
Audit Committee audits execution of duties by the Directors and Executive Officers in accordance with the Rules of the Audit Committee and the Standards for Audit by Audit Committee by exercising their statutory authority in collaboration with the Audit Department and Accounting Auditor.
Marubeni sets forth code of conduct common for the Marubeni Group such as Marubeni Corporate Principles and Compliance Manual for its Directors, Executive Officers and Executive Officers (Shikkoyakuin) (hereinafter referred to as the “officers”), and employees to practice corporate activities in accordance with compliance. To achieve the goal, it establishes various committees including Compliance Committee and takes various measures.
To provide for a situation in which a person learns of a questionable act from the perspective of compliance and the organizational reporting line does not function for some reason, Marubeni establishes the following compliance reporting and consulting points for the entire Marubeni Group.
Marubeni will stand firm against anti-social activities and forces to social order and public security, and will never form or foster relationships with any organization that poses such threats.
Marubeni establishes the Audit Department as an organization directly under the Representative Executive Officer, President and CEO to study the appropriateness of duty execution by executing persons and compliance status, and implements internal audits through the Audit Department and company-wide self-inspections with support, cooperation, and advisement from the Audit Department. The result of internal audit is reported to the Board of Directors and Audit Committee on a regular basis. Audit Committee, as necessary to fulfill its responsibilities, directs investigations and receives reports on the progress and results of such investigations.
When the execution of duty by an officer or employee results in violation of law or regulation, Marubeni shall seek judgement of the Compensation Committee, in the case of an officer, and the Award and Disciplinary Committee, in the case of an employee, and take strict actions in accordance with relevant regulations.
Based on the Regulation for Management of Information Assets, Marubeni designates the information assets subject to preservation, preservation period and employees in charge of managing the information regarding information related to execution of duties by officers and employees to develop a system to preserve and manage information and prevent information leakage.
The officers may peruse such information assets at all times.
Officers and employees with titles are given necessary authority for executing their duties based on the resolution by the Board of Directors and the Regulation of Authority and Duties, and manage risks associated with execution of duties within the given scope and take responsibility for the result.
Important business and investment projects are reviewed by the Investment and Credit Committee, submitted to the Corporate Management Committee for deliberation, and approved by the Representative Executive Officer, President and CEO in accordance with the Regulations of Authority and Duties and Ringi Approval Procedure Regulations. However, where special provisions set forth in these regulations apply, such provisions shall take precedence. Projects are submitted to the Board of Directors for approval as required by appliable laws and regulations, Articles of Incorporation, and depending on the materiality of the project.In order to enable swift decision-making, Marubeni delegates authority to Members of Corporate Management Committee, Supervisors, and Division COOs within appropriate thresholds and according to the importance of each business and investment project. Individual business and investment projects for which authority has been delegated are reviewed by the relevant bodies and approved by the designated decision-maker in accordance with the Regulations of Authority and Duties and the Detailed Rules for Approval Procedures.Depending on the status of each new projects, review by the Investment and Credit Committee and other relevant bodies, as well as reporting to the Corporate Management Committee on progress and on action plans for improving profitability, are mandated in order to strengthen individual risk management.
Risk management such as credit risk, country risk, market risk, foreign exchange and interest rate risk, investment risk, etc. shall be conducted under the management policy and rules for each risk. In addition, the Corporation continues to implement integrated risk management in order to grasp the amount of risk to which the Marubeni Group is exposed. Marubeni implements management of qualitative risks, including reputation risks and information security risks, which are difficult to quantify, through enhancement of compliance structure.
In preparation for occurrence of a serious issues such as a natural disaster, terrorist incident/public disorder/violence, epidemics of infectious diseases and situations in which the Tokyo Head Office loses its ability to function, Marubeni formulates initial response guidelines and a business continuity plan. When a serious situation actually occurs, Marubeni establishes an emergency task force with the Representative Executive Officer, President and CEO as the head based on the said plan and makes decisions on and implements concrete measures to limit the damage and loss to the minimum.
To ensure efficient execution of duties by Executive Officers, Marubeni sets forth goals shared by all officers and employees at the Marubeni Group such as management policy, management strategy, and management plan and instills them, while establishing concrete targets which individual officers and employees should implement for achieving the goals.
To ensure efficient execution of duties, Marubeni establishes the Corporate Management Committee and deliberates on the highest-order policy regarding management and important company-wide matters.
Marubeni delegates authority to Member of Corporate Management Committee, Supervisors, and Division COOs to create a system that enables swift decision-making regarding jurisdictional products in Japan and abroad. Further, the Corporate Staff Group manages, checks, and supports the Business Divisions in each specialized fields to enable efficient execution of duties.
The Board of Directors decides Directors in charge and clearly stipulates of each officer’s and employee’s roles, authorities, responsibilities, and rules for decision making in various regulations.
Marubeni shall stipulate necessary systems including a system for appropriate reporting to Marubeni regarding managers in charge of achieving an understanding of business status of Marubeni Group companies, providing guidance to and supervising, guidelines regarding the management system of Marubeni Group companies and execution of duties by Directors etc. of each Marubeni Group company, a system regarding appropriate management of risk of losses at Marubeni Group companies, a system for ensuring efficient execution of duties by Directors, etc. of Marubeni Group companies and a system for ensuring Marubeni Group companies’ compliance with laws and regulations in order to enhance internal control of the entire Marubeni Group, improve business performance and progress management. Marubeni Group companies shall ask for advice from Marubeni regarding important management-related matters and report to Marubeni.
The Compliance Committee and other committees shall support and give guidance regarding compliance activities by Marubeni Group companies. Marubeni Hotline* and Marubeni Anti-Corruption Hotline shall be available for officers (including the Audit & Supervisory Board Members) and employees of all Marubeni Group companies as well as officers (including the Audit & Supervisory Board Members) and employees within one year of leaving the Marubeni Group.
Marubeni Group shall develop, through activities, etc. of the Internal Control Committee, necessary systems for ensuring reliability and continuous monitoring of financial reporting such as consolidated financial statements as well as a system for ensuring appropriate acquisition, storage, and disposal of assets held by Marubeni Group companies. It shall also establish the Disclosure Committee and develop a necessary system for information disclosure in an appropriate and timely manner.
The Audit Department carries out audit at Marubeni Group companies and reports the result to the Board of Directors and Audit Committee. Audit Committee, while making use of reports from the Audit Department, and as necessary to fulfill its responsibilities, directs inspections and other investigations of Marubeni Group companies and receives reports of such investigations. A member of Audit Committee in charge of such investigations receives reports as necessary, from Marubeni Group companies on whether matters such as the execution of operations and the management of assets are being carried out appropriately, and shall report the results to Audit Committee. Accounting Auditor independently carries out inspection and accounting audit at Marubeni Group companies.
Marubeni establishes the Audit Committee Office and appoints dedicated staff members to assist in the duties of Audit Committee.
The Officer in charge of personnel affairs shall implement personnel affairs of the Audit Committee Office (personnel changes, evaluation, disciplinary actions, etc.) by hearing the opinions of the Audit Committee or the member of Audit Committee designated by the committee in advance and upon receiving their consent.
Audit Committee members shall receive reports from Executive Officers on execution of duties and other important matters, and they also attend the Corporate Management Committee and other important meetings as observers.
The Representative Executive Officer, President and CEO holds meetings with Audit Committee on a regular basis, reports on execution of duties, and exchanges opinions. Other Executive Officers, CHRO, CSO, CFO, CAO, CDIO, Member of Corporate Management Committee, Supervisors, Division COOs and Corporate Staff Group General Managers report their duty execution status to Audit Committee every year. Executive Officers immediately report to Audit Committee when they discover that there is a concern that the Corporation will suffer significant damage. Marubeni develops a system for Directors, Audit & Supervisory Board Members, and employees of Marubeni Group companies, or those who received a report from them, to report directly or indirectly to Audit Committee. Notwithstanding the above, Audit Committee may seek report from officers and employees whenever necessary. Marubeni has in place a system to ensure that the person who made a report to Audit Committee would not be treated unfairly at Marubeni or Marubeni Group companies because of the concerned report.
Audit Committee receives respective audit plans in advance from the Audit Department and Accounting Auditor, holds regular meetings to exchange opinions regarding audit policy and audit result reports. Audit Committee collaborates with Audit & Supervisory Board Members of Marubeni Group companies through Group Auditor Liaison Meeting and exchanges information regarding the development of internal control at each company and their operations.
Audit Committee can appoint lawyers, certified public accountants, and other external advisors when they deem it necessary.
Marubeni shall pay expenses arising from the execution of duties by Audit Committee, including the cost of having external experts described above in response to request by Audit Committee, through a prescribed procedure and allocate for it in budget.
