Corporate Governance

  • Japanese

The Mitsui Chemicals Group has positioned efforts to upgrade and expand corporate governance as one of management’s most important priorities. In carrying out this priority, the Group is better placed to earn the trust of stakeholders including shareholders, customers, and the local community, and to fulfill its corporate social responsibilities.

Our Approach to Corporate Governance

Basic Philosophy regarding Corporate Governance

The Mitsui Chemicals Group is constantly engaged in business activities to realize its Corporate Vision, which comprises a Corporate Mission and a Corporate Target. The Group recognizes that efforts to achieve effective corporate governance as part of that process that will allow it to:

  • (1) Maintain and develop trusting relationships with our shareholders and all other diverse stakeholders of the Mitsui Chemicals Group, and
  • (2) Create a framework that can execute transparent, fair, timely, and decisive decision making

through which the Mitsui Chemicals Group can achieve sustainable growth and increased corporate value over the medium to long term.
Accordingly, the Group holds the enhancement of its corporate governance to be one of its key management issues and will persevere in the efforts and measures laid down in these Guidelines.

Corporate Vision

Corporate Mission

Contribute broadly to society by providing high-quality products and services to customers through innovations and the creation of materials, while keeping in harmony with the global environment.

【Social Contribution】

  • Promoting human well-being
  • Contributing to the value of shareholders’ investments
  • Increasing customer satisfaction
  • Contributing to local communities
  • Promoting the happiness and fulfillment of employees

Corporate Target

Constantly pursuing innovation and growth to become a chemical group with an undisputed global presence

Compilation of Corporate Governance Guidelines

Publicly released since the fiscal year ended March 31, 2016, the Mitsui Chemicals Group Corporate Governance Guidelines outline the Group's fundamental policies and efforts in relation to corporate governance.

Corporate Governance Framework

The Status of Corporate Governance Initiative Implementation

Roles and operational status of each organization

Board of Directors

Based on laws, the Company’s Articles of Incorporation, and Rules for Meetings of Board of Directors, the Board of Directors makes decisions regarding business strategies, business plans, and other key management issues. The Board of Directors also oversees the overall management of the Group by reporting on individual directors’ professional performance, the important operations of affiliated companies, and the operational implementation of compliance and risk management. In addition, the Board of Directors reinforces the management oversight function by discussing important policies related to the running of the Company from an intermediate stage while providing advice to those persons executing business. Comprising eight members of the Board, five executive directors, and three outside directors, the Board of Directors met on 10 occasions in fiscal 2015.

Outside Directors

Manager accountability and management transparency can be achieved based on feedback obtained from highly independent outside directors at Board of Directors’ meetings. Furthermore, obtaining advice based on specialized knowledge facilitates proper decision making and the oversight of directors’ operations at Board of Directors’ meetings. All three outside directors are registered as independent officers with the Tokyo Stock Exchange.

Executive Compensation Advisory Committee

To ensure the transparency of performance evaluations and the validity of executive compensation levels, Mitsui Chemicals established the Executive Compensation Advisory Committee as a consultative body of the Board of Directors. This Committee also serves as a mechanism to determine a system of executive compensation as well as to evaluate the performance of directors. Chaired by the president, the Committee comprises representative directors (three, including the president) and outside experts (three outside directors and three outside auditors).

Executive officer system

We introduced an executive officer system to clearly delineate responsibility for supervising and executing operations. Accordingly, with regard to matters other than those resolved by the Board of Directors, the system is designed to speed up the decision-making process by delegating decision-making authority to executive officers on the basis of authorization rules, thereby reinforcing and improving management procedures.

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. The Management Committee met on 22 occasions in fiscal 2015.
The Management Committee is made up of the president, executive officers with specific titles, and members designated by the president. Our corporate auditors also attend committee meetings and are able to offer their opinions whenever necessary.

Group-wide Strategy Committee

For issues such as Company management and business, we established a Groupwide Strategy Committee as a forum for discussing strategy from a Groupwide perspective. Comprising the president, executive officers with specific titles, and members designated by the president, the Groupwide Strategy Committee met on 22 occasions in fiscal 2015.

Board of Corporate Auditors

In addition to drawing up the audit policies and plans that underpin each corporate auditor’s audit of directors and other relevant officers in the execution of their duties, the Board of Corporate Auditors also deliberates and determines important matters relating to audits. The Board of Corporate Auditors met on 14 occasions in fiscal 2015.
While each corporate auditor conducts audits based on the policies and other guidelines determined by the Board of Corporate Auditors, steps are also taken to attend key internal meetings, including meetings of the Board of Directors, and to exchange opinions with the president and management personnel on a regular basis. Furthermore, corporate auditors check approval forms and minutes from key meetings.
Each corporate auditor conducts 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.
The Company’s corporate auditors perform audits of subsidiaries and affiliates when necessary based on the results of audits undertaken by the Internal Control Division and auditors of each Group company. The Company’s corporate auditors also exchange information with auditors of each Group company.

Corporate governance-related committees

The Company has established various types of committees to assist in enhancing its corporate governance.

(1) CSR Committee
Aiming for the sustainable growth and the development of both society and the Mitsui Chemicals Group, we are working to raise corporate value by engaging in dialogs with all our stakeholders and resolving social challenges along the three axes of economy, environment, and society. To that end, the CSR Committee (chaired by the president) deliberates on policies, strategies and plans and then obtains approval of the Management Committee. In fiscal 2015, the CSR Committee held two meetings.
(2) Risk & Compliance Committee
The Risk & Compliance Committee (chaired by a director) has established as a separate entity from the CSR Committee in order to put in place specific policies, strategies, and plans in the areas of risk management and regulatory compliance. Based on Mitsui Chemicals Group Risk Management System, the Risk & Compliance Committee works to quickly identify risks and prevent them from materializing. To that end, the Committee, identifies and analyzes key risks regarding fiscal year targets for each Group company or division and steadily implements measures in accordance with PDCA cycles. In fiscal 2015, the Risk & Compliance Committee held two meetings. Important policies, strategies and plans proposed by the Risk & Compliance Committee are approved by the Management Committee.
(3) Responsible Care Committee
Responsible Care (RC) activities span the entire life cycle of each chemical product, from development and manufacturing to transport, use, consumption and disposal, and are aimed at protecting the environment, ensuring disaster prevention, chemical safety, and maintaining occupational health and quality. To that end, the Company has established the Responsible Care Committee (chaired by a director) as a separate entity from the CSR Committee. The Responsible Care Committee deliberates on policies, strategies, plans and evaluates the performance of RC-related activities. In fiscal 2015, the Committee convened three meetings. Important policies, strategies and plans proposed by the Responsible Care Committee are approved by the Management Committee.

Internal Control

We established the Internal Control Division 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 operational risks are kept within tolerable levels at all times. Any important matters arising from the results of audits are shared with the Risk & Compliance Committee. The division is also responsible for maintaining and improving internal control standards throughout the Mitsui Chemicals Group and conducting internal audits to ensure that our operations are being carried out 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 2008, we subject internal controls relating to legal and regulatory compliance to self-assessments and conduct internal audits based on the results at all applicable divisions and domestic affiliates. Having started to roll out the system to overseas affiliates in fiscal 2010, it is now fully up and running.

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. The assessments of internal controls system reports are implemented by Internal Control Division staff members in accordance with Financial Services Agency implementation standards.