Sustainability Data Book 2021(Governance) (PDF : 618KB)

Mitsubishi Gas Chemical Sustainability Data Book 2021

Published on January 15, 2022 Mitsubishi Gas Chemical Company, Inc.

Governance

Management System | Governance Structure | Number of Major Meetings and Attendances | Officer Remuneration | Legal/Regulatory Violations | Compliance Violations | Internal Audits Compliance Consultation Desk | Approach to Prevention of Corruption | Prevention of corruption training Approach to Tax Governance | Political Contributions | Categories of Shares Issued

Management System

Corporate governance and risk management organization chart

Compliance Structure

Risk Management Promotion System

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Mitsubishi Gas Chemical Sustainability Data Book 2021

Published on January 15, 2022 Mitsubishi Gas Chemical Company, Inc.

Governance Structure

	Indicator		Scope			Unit		FY2017		FY2018		FY2019		FY2020		FY2021
			Inside		Male		People	10	10		9	8	8
				Female		People	0	0		0	0	0
			directors
				Total		People	10	10		9	8	8
Directors		Outside		Male		People	2	2		2	3	3
			directors		Female		People	0	0		0	1	1
			(independent)
				Total		People	2	2		2	4	4
			Altogether				People	12	12		11	12	12
Average term						Year		4y8m		5y2m		5y11m		3y7m	-
Ratio of independent outside directors	%	17	17		18	33	-
(actual)
Ratio of female directors		%	0	0		0	8	8
Executive directors			People	10	10		9	8	8
			Inside Audit &		Male		People	2	2		2	2	2
			Supervisory
				Female		People	0	0		0	0	0
			Board
Audit &			Total		People	2	2		2	2	2
	members
Supervisory
	Outside Audit		Male		People	2	2		2	2	2
Board
	& Supervisory
		Female		People	0	0		0	0	0
Members
	Board
				Total		People	2	2		2	2	2
			members
			Altogether				People	4	4		4	4	4
Average term						Year		3y3m		3y9m		4y9m		5y9m	-
Ratio of independent outside Audit &	%	50	50		50	50	-
Supervisory Board members (actual)
Ratio of female Audit & Supervisory	%	0	0		0	0	0
Board members
*Data as of the conclusion of the General Meeting of Shareholders held each fiscal year

Number of Major Meetings and Attendances

	Indicator			Unit			FY2017			FY2018				FY2019			FY2020
Board meetings		Times	12	14		12	12
Average attendance of directors at	%		100	100		99	100
board meetings
Average attendance of Audit &
Supervisory Board members at board	%		100	100		98	100
meetings
Audit & Supervisory Board meetings		Times	14	14		14	14
Average attendance at Audit &	%		100	100		98	98
Supervisory Board meetings
*Data from April to March of each fiscal year

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Mitsubishi Gas Chemical Sustainability Data Book 2021

Published on January 15, 2022 Mitsubishi Gas Chemical Company, Inc.

Officer Remuneration

	Indicator			Scope			Unit			FY2017			FY2018			FY2019			FY2020
Directors (excluding outside		Total remuneration		Million yen	496	549	489	444
directors)		Number of officers*		People	11	11		13	11
Audit & Supervisory Board		Total remuneration		Million yen	52	52	52	53
Members (excluding outside
Audit & Supervisory Board		Number of officers*		People	2	3		2		3
members)
Outside officers		Total remuneration		Million yen	54	55	55	70
				Number of officers*		People	5	4		4		6
Total					Million yen	602	656	596	567

*Above number of Directors and Audit & Supervisory Board members, remuneration, etc. include remuneration for officers who resigned at the close of the General Meeting of Shareholders.

There is no Officer Remuneration, etc. received by outside officers from our subsidiaries.

Legal/Regulatory Violations

	Indicator			Unit			FY2017			FY2018			FY2019			FY2020
Cease and desist orders from JFTC		Cases	0		0		0		0
Suspension of operations due to, e.g., scandal		Cases	0		0		0		0
Compliance-related criminal indictments		Cases	0		0		0		0
Price-fixing		Cases	0		0		0		0
Bribery		Cases	0		0		0		0
Other violations		Cases	0		0		0		0

Compliance Violations

*For the reporting boundaries of the data in the table below, see MGC Group's Consolidated Subsidiaries on page 32.

	Indicator				Unit			FY2017			FY2018			FY2019			FY2020
Number of reports to the Compliance			Cases	18	16	17	27
Consultation Desk
Legal actions received for anti-monopoly/
anticompetitive practices			Cases	0		0		0		0
(cases under investigation)
Fines charged and settlement fees for anti-			Thousand	0		0		0		0
monopoly/anticompetitive practices			yen
Confirmed corruption incidents			Cases	0		0		0		0
(cases under investigation)
Fines charged and settlement fees for			Thousand	0		0		0		0
corruption			yen
Other incidents related to compliance			Cases	0		0		0		0
(excluding environmental)
Fines charged and settlement fees for other			Thousand
compliance-related incidents			0		0		0		0
		yen
(excluding environmental)
Reported cases of discrimination			Cases	0		0		0		0
Reported human rights violations			Cases		―		―		―	0
Reported cases of child labor			Cases	0		0		0		0
Reported cases of forced labor			Cases	0		0		0		0
Reported cases of infringement of rights of			Cases	0		0		0		0
indigenous peoples

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Mitsubishi Gas Chemical Sustainability Data Book 2021

Published on January 15, 2022 Mitsubishi Gas Chemical Company, Inc.

Internal Audits

MGC has established an Internal Audit Division, an internal organization that is dedicated exclusively to internal auditing and reports directly to MGC's president. As one activity to monitor internal controls, the Internal Audit Division conducts audits separate from the Audit & Supervisory Board and independent auditor's respective audits. It audits every facet of MGC and Group companies' business execution.

Internal audits verify whether internal controls are implemented and functioning properly from multiple standpoints, including maintaining operational effectiveness and efficiency, ensuring the reliability of financial reporting, abiding by laws and regulations applicable to business activities and deterring compliance violations such as bribery, embezzlement and other forms of corruption, and keeping assets, all to enable MGC to achieve its management objectives. The Internal Audit Division audits all business units (MGC's divisions, other organizational units equivalent thereto and consolidated subsidiaries) at roughly three-year intervals. Internal audit findings are periodically reported to the Board of Directors and Audit & Supervisory Board by the director in charge of the Internal Audit Division.

Compliance Consultation Desk

The MGC Group has established a Compliance Consultation Desk accessible both internally and externally (via a law office) to enable prompt detection of and responses to actual or potential situations that cannot be dealt with through normal organizational channels, including legal/regulatory violations (e.g., bribery, other acts of corruption, harassment), misconduct and human rights infringements.

All parties connected with the MGC Group can consult with or report information to the Compliance Consultation Desk, including not only Group personnel inclusive of temp and contract workers but also their family members and the Group's suppliers, customers and collaborators.

As a general rule, the Compliance Consultation Desk allows individuals to consult with or report to it by telephone or in-person conversation in addition to by self-documenting means such as email, fax or letter. It allows individuals to also consult/report anonymously if they so wish and protects the privacy of those who reveal their identity. The Compliance Consultation Desk never divulges names or reported facts to anyone beyond a bare minimum of concerned parties who need to be informed to investigate or otherwise appropriately respond to reports.

The privacy of individuals who cooperate with investigations is also protected, with even the fact that they cooperated kept confidential.

Investigative findings pertaining to consultations/reports are reported to the Compliance Committee, an independent body that reports directly to MGC's president. When the Compliance Committee determines that a compliance violation has occurred, appropriate corrective and recurrence-prevention measures are taken and the whistleblower is notified of the outcome. All Compliance Committee activities' outcomes are reported to the president, Board of Directors and Audit & Supervisory Board members.

Approach to Prevention of Corruption

Under published "MGC Corporate Behavior Guidelines" and "MGC Group Code of Conduct" that are well known MGC Group, MGC Group employees, officers, directors and Audit & Supervisory Board members are obligated to comply with Japan's Unfair Competition Prevention Act, the U.S.'s Foreign Corrupt Practices Act, the U.K.'s Bribery Act and other anti-corruption laws and regulations, including those pertaining to bribery.

MGC promotes strict, Group-wide compliance and a comprehensive ban on "bribery" with "MGC Corporate Behavior Guidelines" and "MGC Group Code of Conduct" , both of which have been translated into English, Chinese and Thai.

Specific anti-corruption initiatives include compliance training programs for management personnel and overseas subsidiaries' Japanese expat executives. The programs cover prevention of bribery. Using anti-corruption training materials, MGC strives to thoroughly and uniformly impart a correct mindset to newly appointed executive officers with respect to bribery and other acts of corruption.

Additionally, every organizational unit keeps records of entertainment provided and received, the content of which is checked during internal audits.

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Mitsubishi Gas Chemical Sustainability Data Book 2021

Published on January 15, 2022 Mitsubishi Gas Chemical Company, Inc.

Prevention of Corruption training

The compliance handbook distributed to all domestic Group companies' personnel contains the MGC Corporate Behavior Guidelines, MGC Group Code of Conduct, names of major domestic and foreign laws relevant to anti-corruption compliance, including Japan's Public Offices Election Act, Political Funds Control Act and National Public Service Ethics Act, and internal regulations related thereto. The handbook aims to promote understanding of, and cooperation toward compliance with, applicable laws and regulations/ethical standards vis-à-vis public officials.

MGC promotes strict, Group-wide compliance with "MGC Corporate Behavior Guidelines" and "MGC Group Code of Conduct", both of which have been translated into English, Chinese and Thai.

MGC posts compliance training materials, including content on preventing corruption, on its intranet site to ensure employees are able to learn about the compliance risks most pertinent to their own jobs.

MGC conducts compliance training programs for management personnel and overseas subsidiaries'

Japanese expat executives. The programs cover prevention of bribery. Using anti-corruption training materials, MGC strives to thoroughly and uniformly impart a correct mindset to newly appointed executive officers with respect to bribery and other acts of corruption.

Approach to Tax Governance

The MGC Group recognizes that tax management and appropriate fulfillment of tax obligations in compliance with each country's relevant laws and regulations plays an important role in the country's economic and societal development and helps to earn the support and trust of all stakeholders.

The Group properly pays taxes in accord with each country's laws and regulations, including those pertaining to transfer pricing taxation and anti-tax-haven taxation. It is endeavoring to strengthen its tax governance by building closer ties with affiliates.

Political Contributions (Non-consolidated)

Indicator

Unit

FY2017

FY2018

FY2019

FY2020

Political contributions

Thousand yen

469

590

496

524

Categories of Shares Issued (As of June 30, 2021)

Category

Number of shares

Number of

Notes

voting rights

Non-voting shares

―

―

―

Shares with restricted voting rights

―

―

―

(treasury shares, etc.)

Shares with restricted voting rights

―

―

―

(others)

Voting shares

Ordinary

17,800,300

―

Number of shares

(treasury shares, etc.)

shares

per unit: 100 shares

Voting shares (other)

Ordinary

207,709,500

2,077,095

Same as above

shares

Ordinary

Shares that are less

Shares less than one unit

229,399

―

than one unit (100

shares

shares)

Total issued shares

225,739,199

―

―

Total number of voting rights

―

2,077,095

―

(Notes) 1. Shares less than one unit includes the following treasury shares and cross-held shares: Treasury shares: 2 shares, Yamada Kasei Co., Ltd. 5 shares

2. Voting shares (others) includes 500 shares (five voting rights) held in the name of the Japan Securities Depository Center, Inc.

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