Corporate Governance Initiatives
Basic Stance
We believe that our corporate philosophy, the Three Corporate Principles, and our corporate activities based on the principles of fairness and justice will continue to enhance our corporate value. We have also defined “contributing to the realization of a sustainable society through the food business” + “simultaneous resolution of key sustainability issues” as our Purpose, and believe that achieving this Purpose will satisfy the expectations of our shareholders, business partners, and other stakeholders.
Based on this belief, to ensure sound, transparent, and efficient management, we have designated continuous enhancement of corporate governance as an important management issue and strived to build necessary systems; for example, we are working to enhance the management supervisory function by appointing outside officers, including independent officers, based on the Audit & Supervisory Board system. We have also worked to speed up and improve the efficiency of decision-making and business execution by introducing an executive officer system, among other efforts.
Mitsubishi Shokuhin Corporate Governance Structure (as of June 24, 2024)
| Meeting | Members | Chairperson | Meeting Frequency |
|---|---|---|---|
| Board of Directors | 4 Outside Directors (including 3 women) |
Representative Director | In principle, once a month (Note) |
| 6 Internal Directors | |||
| Audit & Supervisory Board | 2 Outside Audit & Supervisory Board Members | Full-time Audit & Supervisory Board Member | In principle, once a month (Note) |
| 2 Internal Audit & Supervisory Board Members | |||
| Nomination, Remuneration & Governance Committee | 4 Outside Directors (including 3 women) |
Outside Director | Whenever a discussion matter arises |
| 1 Outside Audit & Supervisory Board Member | |||
| 2 Internal Directors | |||
| Group Transaction Committee | 4 Outside Directors (including 3 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 is responsible for making decisions on important management matters and supervising the execution of business operations. The Company strives to achieve appropriate decision-making and management supervision by leveraging the abundance of experience, deep insight, and advanced expertise provided by its internal Directors as well as the practical, objective, and professional perspectives of the Outside Directors.
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 the 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 the 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 12 Directors.
In the event of the dismissal of a Director due to physical or mental disability, or misconduct or other conduct unbecoming of a Director, the Board of Directors consults with the Nomination, Remuneration & Governance Committee, chaired by an Outside Director and with independent officers comprising a majority of the members. Upon receiving the Committee’s report, the Board of Directors passes a resolution and submits a proposal to the General Meeting of Shareholders.
2. Procedure for the selection of candidates for Directors
The Company selects 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 upon receiving 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〕 (as of June 24, 2024)
Based on its Purposes of “contributing to the realization of a sustainable society through the food business” and “simultaneous resolution of key sustainability issues”, the Company has been working to strengthen the corporate governance structure and carry out management that positions sustainability at the core for sustainable growth and the increase of corporate value. The Board of Directors of the Company has 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 | Global | 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 | Male | ||||||||
| Koichi Enomoto | Director | Chief Operating Officer, Corporate Staff Section, Corporate Administration, Legal, Human Resources & Compliance,(concurrently) Chief Human Resource Officer, (concurrently) Chief Health Officer | 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 | |||||||||
| Kazuo Ito | Director | Senior Vice President,Division COO, Logistics & Food Distribution Division, Mitsubishi Corporation | Male | |||||||||
| Tamaki Kakizaki | Director | ー | Outside Independent Female | |||||||||
| Masahiro Yoshikawa | Director | ー | Outside Independent Male | |||||||||
| Kimiko Kunimasa | Director | ー | Outside Independent Female | |||||||||
| Hiroko Kawasaki | 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, Smart-Life Creation Administration Dept., 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 audits the decision-making process and execution of duties by Directors in accordance with laws, regulations, the Articles of Incorporation, and other rules. Sound management is ensured through auditing from a perspective based on the advanced expertise and wealth of experience possessed by the internal Audit & Supervisory Board Members, as well as from a neutral and objective perspective provided by 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 the Company 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 finances and accounting.
Regarding the specifics of the policy for the selection of candidates for Audit & Supervisory Board Members, internal Audit & Supervisory Board Members are selected from people who possess insight and experience in 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 of the dismissal of an Audit & Supervisory Board Member due to physical or mental disability, misconduct, or other conduct unbecoming of an Audit & Supervisory Board Member, the Board of Directors consults with the Nomination, Remuneration & Governance Committee, chaired by an Outside Director and with independent officers comprising a majority of the members. Upon receiving the Committee’s report, the Board of Directors passes a resolution and submits a proposal to the General Meeting of Shareholders.
2. Procedure for the selection of candidates for Audit & Supervisory Board Member
The Company selects 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.
