Corporate Governance

Basic Views

Basic Views of Corporate Governance

Guided by our corporate philosophy of “Moving the world forward as the leading provider in innovative logistics and material handling solutions,” we will achieve corporate governance intending sustainable growth for the entire Group and enhance corporate value over the medium to long term.

Corporate Governance System

Mitsubishi Logisnext is a company with an Audit and Supervisory Board and a Board of Directors, an Audit and Supervisory Board, and an accounting auditor. An executive officer system has also been introduced to promote the functional separation of management supervision and decision-making by the Board of Directors as well as business execution by executive officers, thereby improving management efficiency. The company aims to establish an effective corporate governance system by ensuring transparency and fairness in corporate decision-making utilizing the external director system and enhancing auditors’ audits.

The Board of Directors

Positioned as the body responsible for medium- to long-term management strategies that contribute to sustainable growth and enhancement of corporate value, the Board of Directors makes decisions on important matters and oversees management from a broad perspective.

Members of the Board of Directors are limited to 10 directors or less to ensure active deliberation and prompt decision-making, and several of the directors are independent external directors who meet the company’s criteria for independence.

Nominating and Compensation Committee

In order to ensure objectivity and appropriateness in compensation of our officers as well as appointment, we have established a voluntary Nominating and Compensation Committee as an advisory body to the Board of Directors.

With a majority of the members being external officers, this committee deliberates issues and comes to decisions regarding personnel affairs and compensation for the company’s officers and reports its decisions to the Board of Directors.

Audit and Supervisory Board

The Audit and Supervisory Board organically combines the independence of external auditors with the information-gathering capabilities of full-time auditors to enhance the effectiveness of audits and to exchange information and share recognition through cooperation with external directors.

The company ensures that full-time auditors attend important meetings held by directors and executive officers as part of the execution of their duties, and that full-time auditors inspect the monthly reports of each department, etc. Full-time auditors are also assured opportunities to hold hearings with directors, executive officers, and employees. In addition, the company periodically provides opportunities for the President to exchange views with all auditors, and the Internal Audit Division and Compliance Promotion Division report to all auditors on a regular basis.

Management Committee

The Management Committee, comprising the Chairman, President, executive officers in positions of responsibility, heads of headquarters, and heads of offices, and attended by full-time auditors, meets once a week to deliberate and makes decisions on overall business execution, including matters to be proposed at the Board of Directors meetings.

Policy for determining officers’ compensation, etc.

Basic compensation

The compensation provided to directors (excluding external directors) is based on the basic compensation (fixed monthly salary), which is the total amount of compensation for the position according to the categories outlined below, as compensation for fulfilling the roles and responsibilities associated with the execution of duties, which includes managerial supervision and decision-making. This is paid from funds as a fixed salary.。

Composition of basic compensation

Details of Performance Indicators for Performance-Linked Compensation

Performance-linked compensation is an annual bonus paid to directors (excluding part-time directors and external directors) with the aim of contributing to the achievement of performance targets for a single fiscal year. Payment is 100% performance-based and is determined by evaluating performance for that period from both a company (company-wide evaluation) and individual (personnel evaluation) perspective, and is paid in cash in July of each year.

Stock compensation

In terms of non-monetary compensation, in fiscal 2023, we introduced a restricted stock compensation system to incentivize directors (excluding part-time and outside directors) to continuously enhance the company’s corporate value and strengthen value sharing with shareholders. Allocations under this system are made annually in July. The number of shares allocated to each individual is determined based on a standard amount designated for each position, with final approval provided through a resolution passed by the Board of Directors.

Policy for Constructive Dialogue with Shareholders

Toward constructive dialogue with shareholders, the company is proactively taking the various initiatives specified below, in which relevant divisions work together organically under the control of the President to contribute to the Group’s sustainable growth and enhancement in corporate value over the medium to long term.

1. 1. Requests for individual meetings from shareholders shall be handled appropriately to the extent that the company judges that it is the lawful exercise of rights as a shareholder and that the content thereof will contribute to the enhancement of corporate value. The person responsible for the meeting shall be determined from among senior management, directors, corporate auditors, and others, based on reasonable judgment of the content of the request.
2. 2. As a means of dialogue other than individual meetings, the company shall hold regular briefings for investors and publish explanatory materials on its website.
3. 3. Directors and corporate auditors shall respond in good faith to questions from shareholders at the general meeting of shareholders.
4. 4. Opinions of and requests from shareholders obtained through dialogue and other means shall be fed back to directors, corporate auditors, senior management, and relevant divisions to share and utilize said information.
5. 5. In any of the above dialogues, the company shall comply with the “Internal Standards for Prevention of Insider Trading” and exercise due caution in order not to violate the Companies Act or the Financial Instruments and Exchange Act, by limiting dialogues during the silent period, a time frame preceding the announcement of financial results, for example.