Corporate Governance Initiatives
Basic Stance
We call the fundamental management principles of Mitsubishi Shokuhin the Three Corporate Principles, and we believe that the continuous enhancement of corporate value contributing to the realization of a sustainable society through the food business through corporate activities that center on fairness is the way to meet the expectations of shareholders, business partners, and other stakeholders.
Based on this thinking, in order to ensure sound, transparent, and efficient management, we view the continuous enhancement of corporate governance as an important management issue and are taking actions including strengthening our management supervision function on the basis of on Audit ＆ Supervisory Board Member system by appointing independent directors and other external directors, and accelerating and streamlining decision-making and business execution through initiatives including the introduction of an Operating Officer system as we work to build a structure for governance.
Mitsubishi Shokuhin Corporate Governance Structure
| Meeting | Members | Chairperson | Meeting Frequency |
|---|---|---|---|
| Board of Directors | 3 Outside Directors (including 2 women) |
Representative Director | In principle, once a month (Note) |
| 6 Internal Directors | |||
| Audit & Supervisory Board | 2 Outside Audit & Supervisory Board Members | Internal Full-time Audit & Supervisory Board Member | In principle, once a month (Note) |
| 2 Internal Audit & Supervisory Board Members | |||
| Nomination, Remuneration & Governance Committee | 3 Outside Directors (including 2 women) |
Outside Director | Whenever a discussion matter arises |
| 1 Outside Audit & Supervisory Board Member | |||
| 2 Internal Directors | |||
| Group Transaction Committee | 3 Outside Directors (including 2 women) |
Outside Director | Whenever a discussion matter arises |
| 1 Outside Audit & Supervisory Board Member | |||
| Executive Committee | Executive officers, including the President, etc. | President | Twice a month |
(note) Extraordinary meetings of the Board of Directors as well as extraordinary meetings of the Audit & Supervisory Board are held as necessary.
Board of Directors
The Board of Directors makes decisions on important business matters and oversees the execution of business, and by leveraging an abundance of experience, high-level insight and expertise of Directors (internal) along with the practical, objective, and expert perspectives of outside directors, works to achieve appropriate decision making and management oversight. It is currently comprised of a total of nine members that include three outside directors, and four Audit & Supervisory Board Members who include two outside Audit & Supervisory Board Members also participate.
The policy and procedures for the selection of candidates for Director have been decided by the Board of Directors as described below.
1. Policy for the selection of candidates for Director
The Company conducts wide and diversified operations in the food distribution industry. In order to achieve appropriate decision-making and management supervision, we have selected internal as well as external people who possess an abundance of experience, high-level insight and expertise.
Regarding the specifics of the policy for selection of candidates for Directors, Directors (internal) are selected from Executive Officers responsible for each business field and administrative department of the Company, in addition to the President, who is the highest person in charge of execution of business. Outside Directors are selected from among people who possess objective and expert perspectives based on abundant experience. As a rule, there may be no more than a total of twelve (12) Directors. In the event that a director is to be dismissed due to physical or mental incapacity, misconduct, or other conduct inappropriate for a director, the Board of Directors consults the Nomination, Remuneration & Governance Committee, chaired by an Outside Director and with independent officers comprising a majority of the members, and based on the response of the committee, the Board of Directors adopts a resolution and passes it to the General Meeting of Shareholders.
2. Procedure for the selection of candidates for Directors
We select candidates for Director in line with the Policy for Selection of Directors. When determining whether the candidates possess the skills necessary for the Board of Directors and whether they satisfy the human resource requirements, the Board of Directors consults with the Nomination, Remuneration & Governance Committee, deliberates based on a report from the committee and submits a proposal at the General Meeting of Shareholders. A majority of the members of the committee is independent officers, and it is chaired by an Independent Outside Director.
3. Skills that the Board of Directors must have, etc.
Mitsubishi Shokuhin has created a skills matrix for directors and corporate auditors that lists the skills that the Board of Directors should possess, as well as human resource requirements for the President and Chief Executive Officer, Directors, and Executive Officers, and has identified the skills required for the Board of Directors and the qualities required of the President and Chief Executive Officer, directors, and Executive Officers. The human resource requirements for the President and Chief Executive Officer, Directors, and Executive Officers are built around the four pillars of personal magnetism, innovative leadership, ability to get things done, and management abilities, in addition to which is the requirement for a good state of health.
〔Skill Matrix〕
Based on our purpose of “contribute to the realization of a sustainable society through the food business,” we have been working to strengthen the corporate governance structure and carry out management that positions sustainability at the core for sustainable growth and the increase ofcorporate value. Our Board of Directors have sufficiently recognized the importance of insight regarding SDGs and ESG, and believes that it possesses the skills necessary to realize these initiatives. The skills that each individual is thought to possess are presented in the table below.
| Name | Position | Position and responsibilities | Attributes | Skills | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Overall management/ Management strategy |
Sales/ Marketing |
Logistics | Digital/IT | Finance/ Accounting |
Governance/ Risk Management/ Compliance |
Human resources/ Human resource development |
|||||
| Directors | Yutaka Kyoya | Representative Director | President and Chief Executive Officer, (concurrently) Chief Sustainability Officer, (concurrently) Chief Health Officer | Male | |||||||
| Koichi Enomoto | Director | Chief Operating Officer, Corporate Staff Section, Corporate Administration, Legal, Human Resources & Compliance | Male | ||||||||
| Koji Tamura | Director | In charge of SCM | Male | ||||||||
| Hirohide Hosoda | Director | In charge of Products | Male | ||||||||
| Hiroshi Kawamoto | Director | Chief Financial Officer, Chief Operating Officer, Corporate Staff Section | Male | ||||||||
| Wataru Kato | Director | In charge of Next Generation Business | Male | ||||||||
| Tamaki Kakizaki | Director | ー | Outside Independent Female | ||||||||
| Masahiro Yoshikawa | Director | ー | Outside Independent Male | ||||||||
| Kimiko Kunimasa | Director | ー | Outside Independent Female | ||||||||
| Audit & Supervisory Board Members | Koki Yamakawa | Audit & Supervisory Board Member | ー | Male | |||||||
| Eiji Unakami | Audit & Supervisory Board Member | ー | Outside Male | ||||||||
| Yoshiharu Ojima | Audit & Supervisory Board Member | Attorney at law, IKEDA & SOMEYA | Outside Independent Male | ||||||||
| Eiji Yoshikawa | Audit & Supervisory Board Member | General Manager, Consumer Industry Administration Department, Mitsubishi Corporation | Male | ||||||||
(Note) Mitsubishi Shokuhin’s independent outside directors include persons with management experience at another company.
4. Details of Board of Directors deliberations
Matters for which a resolution of the Board of Directors is required by laws and regulations or the stipulations of the Articles of Incorporation, as well as important management matters, are resolved with a resolution by the Board of Directors. In particular, investment and financing matters are deliberated and decided by the Board of Directors based on predetermined monetary criteria.
Audit & Supervisory Board
The Audit & Supervisory Board performs audits of the Board of Directors’ decision making process and discharging of duties on the basis of laws and regulations, the Articles of Incorporation, and rules. By performing audits from the perspectives of internal Audit & Supervisory Board Members who have a high degree of expertise and a wealth of experience and the neutral and objective perspectives of Outside Audit & Supervisory Board Members, we ensure that management of the company is sound. The Audit & Supervisory Board is currently comprised of four members, two of whom are Outside Audit & Supervisory Board Members.
1. Policy for the selection of candidates for Audit & Supervisory Board Member
In order to ensure sound management development and increase public confidence in us through audits, we have selected internal as well as external people who possess the required abundant experience and high level of expertise to perform audits. In particular, we have selected at least one candidate who has sufficient knowledge regarding finance and accounting.
Regarding the specifics of the policy for selection of candidates for Audit & Supervisory Board Members, internal Audit & Supervisory Board Members are selected from among people who possess insight and experience on company management, finances, accounting, risk management and others. Also, Outside Audit & Supervisory Board Members are selected from among people who possess an abundance of insight and experience in a variety of fields.
In the event that a Audit & Supervisory Board Member is to be dismissed due to physical or mental incapacity, misconduct, or other conduct inappropriate for an auditor, the Board of Directors consults the Nomination, Remuneration & Governance Committee, chaired by an Outside Director and with independent officers comprising a majority of the members , and based on the response of the committee, the Board of Directors adopts a resolution and passes it to the General Meeting of Shareholders.
2. Procedure for the selection of candidates for Audit & Supervisory Board Member
We select candidates for Audit & Supervisory Board Member in line with the Policy for Selection of Audit & Supervisory Board Members, and has received a report on the appropriateness from the Nomination, Remuneration & Governance Committee. Moreover, the Board of Directors passes a resolution after obtaining the consent of the Audit & Supervisory Board, and submits a proposal at the General Meeting of Shareholders.
Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
In addition to the requirements as established by Tokyo Stock Exchange, Inc., the independence of Outside Directors and Outside Audit & Supervisory Board Members is determined based on the following (1) through (6) items regarding the relevant person’s current and past three (3) fiscal years:
- A major shareholder of Mitsubishi Shokuhin (direct or indirect possessor of at least 10% of voting rights) or Executive thereof (*1)
- An Executive of a trading partner which exceeds the criteria set forth by Mitsubishi Shokuhin (*2)
- A person who has received monetary payment or other property benefits exceeding 10 million yen per one (1) fiscal year from Mitsubishi Shokuhin for their professional services as a consultant, attorney, or certified public accountant, etc., excluding Director’s or Audit & Supervisory Board Member’s remuneration.
- An employee or senior partner of an accounting auditor of Mitsubishi Shokuhin
- A person who belongs to an organization that has received donations which exceeds a given amount from Mitsubishi Shokuhin (*3)
- An Outside Director or Outside Audit & Supervisory Board Member of Mitsubishi Shokuhin whose term of office exceeds eight (8) years
- “Executive” refers to an Executive Director, an Executive Officer, or an Operating Officer or other employee.
- “Trading partner which exceeds the criteria set forth by Mitsubishi Shokuhin” refers to a trading partner whose transactions with Mitsubishi Shokuhin exceed 2% of Mitsubishi Shokuhin’s consolidated net sales.
- “Donation which exceeds a given amount” refers to donations exceeding 10 million yen per fiscal year.
Even in the case that any of items (1) through (6) above apply to an Outside Director or Outside Audit & Supervisory Board Member, the reason that the person concerned is deemed sufficiently independent will be explained and disclosed at the time of election as an Outside Director or Outside Audit & Supervisory Board Member.
