Management Framework
Corporate Governance
Our approach to corporate governance
We are committed to full management transparency in everything that we do, to earn the public's trust and fulfill our corporate social responsibility. We have in place a framework to ensure that all important decisions are broadly discussed through meetings and bodies, established in accordance with our company regulations, and operate an internal control system that includes measures such as appointing outside directors and emphasizing the role of corporate auditors.
We actively engage in IR and public relations activities and make every effort to disclose information to our shareholders, the media and other parties in an appropriate and timely manner in order to ensure effective corporate governance.
Corporate governance framework and CSR
Corporate Governance Measures
Board of Directors
As a rule, the Board of Directors meets once a month to make decisions regarding key management issues. Individual board members submit operational updates and reports on the company's financial standing and results to the board, which is also responsible for auditing their professional performance.
Executive officer system
We introduced an executive officer system in order to clearly delineate responsibility for supervising and executing operations. The system is designed to reinforce and improve management procedures, by speeding up the decision making process and by facilitating and accelerating operations in each division.
Corporate and internal audits
Our Corporate Auditors attend key internal meetings, including meetings of the Board of Directors, and are able to exchange opinions with the president and management personnel on a regular basis. They also check copies of all approval forms submitted by executive officers and minutes from key meetings.
Our Corporate Auditors conduct audits in conjunction with independent accounting auditors and our Internal Control Division, enabling them to exchange opinions regarding matters such as annual auditing plans and audit results.
Management Committee
We established the Management Committee to discuss key operational issues and matters requiring prior consideration before they are submitted to the Board of Directors, thereby enabling us to make decisions correctly and efficiently. Our Corporate Auditors also attend committee meetings and are able to offer their opinions whenever necessary.
Internal Control
We established the Internal Control Division in order to continually monitor and assess the implementation and operational status of internal controls within the Mitsui Chemicals Group, as required under the Companies Act and the Financial Instruments and Exchange Act, and to ensure that major operational risks are kept within tolerable levels at all times. The division is also responsible for maintaining and improving internal control standards on a groupwide basis and conducting internal audits wherever necessary in order to ensure that our operations are being conducted appropriately and efficiently.
The Internal Control Division specifically focuses on the following areas.
Self-assessment-based internal audits relating to legal and regulatory compliance
As part of a system introduced in fiscal 2009, we subject internal controls relating to legal and regulatory compliance to self-assessments by the divisions to be audited and conduct internal audits based on the results at all applicable divisions and domestic affiliates. The system is now fully up and running and was extended to include overseas affiliates in fiscal 2011.
Compliance with the Financial Instruments and Exchange Act (submission of internal control reports)
We conduct annual assessments to determine the effectiveness of internal controls relating to financial reporting, in preparation for the submission of internal control reports.
