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Miscellaneous - Medium Priority
This announcement is for our U.S.$5,000,000,000 Euro Medium Term Note
Programme.
To whom it may concern
March 24, 2021
Mitsui & Co., Ltd.
Reappointment of Directors and Audit & Supervisory Board Member
We hereby inform the following reappointment of External Directors and Audit
& Supervisory Board Member, which were approved at our Board of Directors'
meeting today.
Content list
Ⅰ. Directors;
1) External Directors*
Ⅱ. Audit & Supervisory Board Member;
1) External Audit & Supervisory Board Member**
* Appointment of Director is subject to approval at the upcoming General
Meeting of Shareholders to be held on June 18, 2021.
** Appointment of Audit & Supervisory Board Member is subject to approval
at the upcoming General Meeting of Shareholders to be held on June 18, 2021.
Attachment
1. Structure of Board of Directors and Audit & Supervisory Board after the
General Meeting of Shareholders to be held on June 18, 2021
1. Number of Directors and Audit & Supervisory Board Members after the
General Meeting of Shareholders to be held on June 18, 2021
1. Reasons for Reappointment of Directors and Audit & Supervisory Board
Member
1. Directors- RelatedPersonnel Informations
1) External Directors - 5 Directors*
*Subject to approval at the upcoming General Meeting of Shareholders to be
held on June 18, 2021
Name New Present
Izumi Kobayashi External Director External Director
Jenifer Rogers External Director External Director
Samuel Walsh External Director External Director
Takeshi Uchiyamada External Director External Director
Masako Egawa External Director External Director
1. Audit & Supervisory Board Member- Related Personnel Informations
1) External Audit & Supervisory Board Member- 1 Member**
**Subject to approval at the upcoming General Meeting of Shareholders to be
held on June 18, 2021
Name New Present
Kimitaka Mori External Audit & Supervisory Board Member External Audit & Supervisory Board Member
End
Attachment (1)
Structure of Board of Directors and Audit & Supervisory Board after the
General Meeting of Shareholders to be held on June 18, 2021;
Representative Director,
Chairman of the Board of Directors Tatsuo Yasunaga
Representative Director, President and CEO Kenichi Hori
Representative Director Takakazu Uchida
Representative Director Hirotatsu Fujiwara
Representative Director Shinichiro Omachi
Representative Director Yoshio Kometani
Representative Director Miki Yoshikawa
Representative Director Motoaki Uno
Representative Director Yoshiaki Takemasu
* Director Izumi Kobayashi
* Director Jenifer Rogers
* Director Samuel Walsh
* Director Takeshi Uchiyamada
* Director Masako Egawa
Audit & Supervisory Board Member Makoto Suzuki
Audit & Supervisory Board Member Kimiro Shiotani
* Audit & Supervisory Board Member Haruka Matsuyama
* Audit & Supervisory Board Member Hiroshi Ozu
* Audit & Supervisory Board Member Kimitaka Mori
*External Directors/Audit & Supervisory Board Members
Attachment (2)
Number of Directors and Audit & Supervisory Board Members after the
General Meeting of Shareholders to be held on June 18, 2021;
I. Directors;
Representative Director, Chairman of the Board of Directors 1 person
Representative Director, President and CEO 1 person
Representative Directors 7 persons
External Directors 5 persons
Total numbers of Directors 14 Persons
1. Audit & Supervisory Board Members;
Full-time Audit & Supervisory Board Members 2 persons
External Audit & Supervisory Board Members 3 persons
Total numbers of Audit & Supervisory Board Members 5 persons
1. Directors and Audit & Supervisory Board Members;
19 persons
Total numbers of Directors and Audit & Supervisory Board Members (including 8 External Members)
Attachment (3)
Reasons for Reappointment of Directors and Audit & Supervisory Board
Member
Name Reasons for Reappointment of Directors and Audit & Supervisory Board
Member
Mr. Yasunaga served as General Manager of Corporate Planning & Strategy
Division and COO of Integrated Transportation Systems Business Unit, etc. and
then spent about six (6) years from April 2015 to date as President of the
Company. During this time, he showed outstanding managerial skills and made a
significant contribution to the Company’s growth. After his appointment as
Chairman of the Board of Directors in April 2021, he will focus his efforts on
external activities and on supervision of management, and contribute to the
operation of a highly effective Board of Directors. We have selected Mr.
Tatsuo Yasunaga Yasunaga as a candidate for another term as Director so that he may utilize
his wide-ranging management experience and deep knowledge of corporate
governance to strengthen the Company’s governance.
Mr. Yasunaga’s role as Chairman of the Board of Directors of the Company
chiefly involves carrying out supervision of management. He will not
concurrently serve as an executive officer and will not be involved in the
execution of day-to-day business operations.
Mr. Hori has superior expertise and an excellent track record in the Chemicals
area and Innovation & Corporate Development area and also possesses a
character suitable for the executive management of the Company. Mr. Hori was
appointed Director in June 2018 to exercise his excellent managerial skills
accumulated through his experience in roles including secondment to Novus
International Inc., General Manager of Investor Relations Division, General
Manager of Corporate Planning & Strategy Division, and COO of Nutrition
& Agriculture Business Unit and appointed to be CEO as from April 2021.
Kenichi Hori
Mr. Hori is expected to adequately fulfill his roles in both decision-making
and supervision of business execution as CEO and Director. We expect that Mr.
Hori will demonstrate clear leadership for continuing our drive to increase
corporate value by pursuing "Transform and Grow" amid the dramatic changes in
the business environment, and therefore selected him as a candidate for
another term as Director.
Mr. Uchida has superior specialist knowledge and an excellent track record in
accounting and finance-related operations and also possesses a character
suitable for being a part of the Company’s management. Mr. Uchida was
appointed Director in June 2018 to exercise his accumulated excellent
managerial skills through his experience in roles including General Manager of
Market Risk Management Division, General Manager of Finance Division.
Takakazu Uchida Currently, Mr. Uchida is supervising finance related Corporate Staff Unit as
CFO, and showing outstanding managerial skills based on his advanced expertise
in the Company’s businesses. We have selected Mr. Uchida as a candidate for
another term as Director so that he may utilize this experience and expertise
in decision-making and supervision of business execution by the Board of
Directors.
Mr. Fujiwara has superior expertise and an excellent track record in the
Energy area and also possesses a character suitable for being a part of the
Company’s management. Mr. Fujiwara was appointed Director in June 2019 to
exercise his accumulated excellent managerial skills through his experience in
roles including General Manager of Planning and Administrative Division
(Energy) and COO of Energy Business Unit II. Currently, Mr. Fujiwara is
Hirotatsu Fujiwara supervising human resources & general affairs, legal, and logistics, etc.
related Corporate Staff Unit as CHRO and CCO, and showing outstanding
managerial skills based on his advanced expertise in the Company’s
businesses. We have selected Mr. Fujiwara as a candidate for another term as
Director so that he may utilize this experience and expertise in
decision-making and supervision of business execution by the Board of
Directors.
Mr. Omachi has superior expertise and an excellent track record in the Mineral
& Metal Resources area and also possesses a character suitable for being a
part of the Company’s management. Mr. Omachi was appointed Director in June
2020 to exercise his accumulated excellent managerial skills through his
experience in roles including General Manager of the Investment Administrative
Division, COO of Mineral & Metal Resources Business Unit, and the
president of Mitsui & Co., India Pvt. Ltd. Currently, Mr. Omachi is
supervising the Corporate Planning & Strategy Div., the Investment
Shinichiro Omachi Administrative Div., and other corporate staff units as CSO, and showing
outstanding managerial skills based on his advanced expertise in the
Company’s businesses. We have selected Mr. Omachi as a candidate for another
term as Director so that he may utilize this experience and expertise in
decision-making and supervision of business execution by the Board of
Directors.
Mr. Kometani has superior expertise and an excellent track record in the
Machinery & Infrastructure area and also possesses a character suitable
for being a part of the Company’s management. Mr. Kometani was appointed
Director in June 2019 to exercise his accumulated excellent managerial skills
through his experience in roles including General Manager of Planning &
Administrative Division (Infrastructure Projects Business Unit), Deputy COO of
Asia Pacific Business Unit and COO of Infrastructure Projects Business Unit.
Currently, Mr. Kometani is supervising Infrastructure Projects Business Unit,
Yoshio Kometani Mobility Business Unit I and II, Energy Solution Business Unit, and ICT
Business Unit and Integrated Digital Strategy Div. as CDIO, showing
outstanding managerial skills based on his advanced expertise in the
Company’s businesses. We have selected Mr. Kometani as a candidate for
another term as Director so that he may utilize this experience and expertise
in decision-making and supervision of business execution by the Board of
Directors.
Mr. Yoshikawa has superior expertise and an excellent track record in Food
& Retail business area and also possesses a character suitable for being a
part of the Company’s management. Mr. Yoshikawa was appointed Director in
June 2020 to exercise his accumulated excellent managerial skills through his
experience in roles including the president of an affiliated company in Japan,
the COO of the Food Business Unit, as well as in the development of retail
systems, and exiting from unsuccessful businesses. Currently, Mr. Yoshikawa is
supervising Food Business Unit, Retail Business Unit, and Healthcare &
Miki Yoshikawa Service Business Unit, and showing outstanding managerial skills based on his
advanced expertise in the Company’s businesses. We have selected Mr.
Yoshikawa as a candidate for another term as Director so that he may utilize
this experience and expertise in decision-making and supervision of business
execution by the Board of Directors.
Ms. Kobayashi has deep insight in organizational management and risk
management for generating innovation, which she has accumulated through her
experience working as the representative of private sector financial
institutions and a multilateral development bank. She speaks out actively from
diverse perspectives at the Board of Directors meetings, making a significant
contribution to deepening the discussion. In the year ending March 31, 2021,
she served as a member of the Remuneration Committee, and contributed to the
discussions related to the design of a remuneration system for Officers and
Izumi Kobayashi evaluation of Officers. In addition, as chair of the Nomination Committee, she
exercised strong leadership in enhancing the transparency and efficiency of
the procedures for the CEO succession plan. In view of these points we have
selected Ms. Kobayashi as a candidate for another term as External Director so
that she may continue to advise and supervise the Company’s management.
Ms. Rogers has a global perspective and deep insight in risk management
cultivated through her experience working for international financial
institutions and her experience in legal work as an in-house counsel. She
makes many useful comments concerning risk control at the Board of Directors
meetings, making a significant contribution to enhancing the supervision
function of the Board of Directors. In the year ending March 31, 2021, she
Jenifer Rogers served as a member of the Governance Committee, actively provided her opinions
with the aim of creating a highly transparent governance system. In view of
these points we have selected Ms. Rogers as a candidate for another term as
External Director so that she may continue to advise and supervise the
Company’s management.
Mr. Walsh has global expertise and excellent management skills cultivated
through his long years working in upper management within the automobile
industry and as chief executive officer of an international natural resources
company. At the Board of Directors meetings, he makes many proposals and
suggestions from a broad-minded standpoint based on his abundant business
management experience, and makes significant contributions to active
discussions at the meetings of the Board of Directors, and to improving the
effectiveness of said meetings. In the year ending March 31, 2021, he served
Samuel Walsh as a member of the Governance Committee, actively provided his opinions with
the aim of creating a highly transparent governance system. He has diverse
perspectives based on global corporate management experience and expertise and
knowledge related to capital policy and business investment. We have selected
Mr. Walsh as a candidate for another term as External Director so that he may
continue to advise and supervise the Company’s management.
Mr. Uchiyamada has long been involved in research and development on
environmental and safety technologies at Toyota Motor Corporation that could
realize a mobility society called for by today’s society, as well as in the
development of products demanded by consumers, and has been exercising his
excellent managerial skills as an executive officer of Toyota Motor
Corporation. At the Board of Directors meetings, he makes many proposals and
suggestions from a broad-minded standpoint based on his management experience
at a global company and his in-depth knowledge of society in general, and
Takeshi Uchiyamada makes significant contributions to active discussions at the meetings of the
Board of Directors, and to improving the effectiveness of said meetings. In
the year ending March 31, 2021, he served as a member of the Nomination
Committee, and contributed to the discussions with the aim of enhancing the
transparency and efficiency of the procedures for the CEO succession plan. In
view of these points we have selected Mr. Uchiyamada as a candidate for
another term as External Director so that he may continue to advise and
supervise the Company’s management.
Ms. Egawa has been selected as a candidate for the Board of Directors to
capitalize on her excellent judgment encompassing financing and corporate
management acquired through experience at international financial
organizations and by her research in corporate governance. She demonstrated
her organizational management capabilities as the Executive Vice President of
The University of Tokyo and a member of the Japan Advisory Board of Harvard
Business School. Her broad range of public contributions includes the
activities at the Japan-United States Conference on Cultural and Educational
Interchange and councils of the Ministry of Finance. In the year ending March
31, 2021, she served as a member of the Governance Committee, actively
provided her opinions with the aim of creating a highly transparent governance
system. In addition, as a member of the Remuneration Committee, she
Masako Egawa contributed to the discussions related to the design of a remuneration system
for Officers and evaluation of Officers. In view of these points we have
selected Ms. Egawa as a candidate for another term as External Director so
that she may continue to advise and supervise the Company’s management.
Although Ms. Egawa has not been directly involved in corporate management, the
company holds high expectations with respect to her providing advice and
supervision over the company's activities.
Mr. Mori has advanced expertise in corporate accounting, accounting audit
activities and risk management through his many years of experience as a
certified public accountant. Since being first appointed as Audit &
Supervisory Board Member in June 2017, he has contributed to the supervisory
function of the Audit & Supervisory Board and the Board of Directors by
providing valuable advice and opinion from a neutral and objective perspective
based on his advanced expertise. In addition, Mr. Mori has been serving as a
member of the Remuneration Committee since his acceptance of the appointment
Kimitaka Mori as Audit & Supervisory Board Member, and as a committee chair after June
2020, he exercised strong leadership in deepening discussions for enhancing
the transparency of a remuneration system for Officers and the effective
operation of a performance review system for Officers. Although Mr. Mori has
no direct experience participating in corporate management, in light of the
above points, we have selected him as a candidate for another term as External
Audit & Supervisory Board Member so that he may continue to audit and
supervise the Company’s management.
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