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Corporate Governance Report

Related Party Transactions

MUFG Guidelines for Related Party Transactions

1. Overview of Related Party Transactions (Conflict of Interest Transactions)

1-1. Directors’ and Corporate Executives duties of due care and loyalty
Directors and corporate executives owe duties of due care and loyalty; as part of these duties, directors and corporate executives are prohibited from seeking benefits for themselves or any third party at the expense of the company.
1-2. Conflict of interest transactions
For the purpose of generally preventing and restricting transactions by a company involving conflicts of interest between directors or corporate executives and that company, the following transactions are defined as conflict of interest transactions by applicable law (Article 356, Paragraph 1, Items (ii) and (iii); Article 365, Paragraph 1; and Article 419, Paragraph 2 of the Companies Act).
  • Direct transactions: Transactions carried out by a director or corporate executive with a company for or on behalf of himself or herself or any third party
  • Indirect transactions: Transactions carried out by a company involving a conflict of interest between a director or corporate executive and that company; for example, in a case where a director or corporate executive of MUFG holds the right to represent any other company that is not a wholly-owned subsidiary of MUFG and MUFG guarantees a loan that is obtained by that director or corporate executive on behalf of the other company.

2. Directors’ and Corporate Executives Obligations Pertaining to Conflict of Interest Transactions

2-1. Prior approval by the board of directors
When a director or corporate executive carries out a transaction involving a conflict of interest, he or she is obliged to obtain prior approval by the board of directors for such transactions.
If a transaction involving a conflict of interest is carried out without obtaining prior approval by the board of directors, the relevant director or corporate executive becomes liable for damages due to a breach of his or her duties.
2-2. Prior reporting of transactions
When a director or corporate executive of MUFG attempts to carry out a transaction that may fall within the definition of a conflict of interest transaction, he or she must provide a prior explanation and report on the summary of the transaction to the chairman of the board of directors and the secretariat.
If necessary, the secretariat shall consult with lawyers and report thereon to the chairman so that the chairman can determine whether a resolution by the board of directors is required for the transaction.
2-3. Nonparticipation in deliberations and resolutions by board of directors
Because a director or corporate executive whose interests conflict with the Company’s is a party with special interests (meaning someone who has a relationship that is recognized as making it difficult for him or her to perform his or her duty of loyalty to the Company in good faith) when approval of conflict of interest transactions are deliberated, such directors and corporate executives shall not participate in deliberations or resolutions by the board of directors for the relevant transactions.

Although there are currently no major shareholders (shareholders who hold 10% or more of the voting shares) of MUFG, if a major shareholder emerges, transactions with the major shareholder shall require the appropriate procedures established by the board of directors in a manner similar to those for conflict of interest transactions with directors and corporate executives.

Reference: Examples of Conflict of Interest Transactions

1. Examples of direct transactions

  • A director or corporate executive of MUFG concurrently serves as a representative director of any other company that is not a wholly-owned subsidiary of MUFG, and such director or corporate executive carries out a direct transaction with MUFG as the representative of the other company
  • A director or corporate executive of MUFG concurrently serves as a director (excluding a representative director) of any other company that is not a wholly-owned subsidiary of MUFG, and such director or corporate executive carries out a direct transaction with MUFG on behalf of the other company as its representative or negotiator
  • A director or corporate executive of MUFG is also a manager or employee of any other company that is not a wholly-owned subsidiary of MUFG, and such director or corporate executive carries out a direct transaction with MUFG on behalf of the other company as its representative or negotiator
  • A director or corporate executive of MUFG holds a majority of the voting shares of, or otherwise substantially controls the management of, any other company, and the other company carries out a direct transaction with MUFG
  • A relative of a director or corporate executive of MUFG is a representative director of any other company that is not a wholly-owned subsidiary of MUFG, and such relative carries out a direct transaction with MUFG as the representative of the other company

2. Examples of indirect transactions

  • A director or corporate executive of MUFG concurrently serves as a representative director of any other company that is not a wholly-owned subsidiary of MUFG, and MUFG guarantees a loan obtained from a lender by such director or corporate executive on behalf of the other company
  • A director or corporate executive of MUFG holds a majority of the voting shares of, or otherwise substantially controls the management of, any other company, and MUFG guarantees a loan obtained from a lender by the other company

3. Conflict of interest transactions with individual directors or corporate executives

  • Conflict of interest transactions with directors or corporate executives as individuals or with those who share living expenses with such individuals
  • Granting of third-party allotment of shares or subscription rights to directors or corporate executives as individuals or to those who share living expenses with such individuals
  • Partial exemption of directors or corporate executives from their liabilities to the company
  • Appointment of a representative of MUFG for lawsuits between MUFG and directors or corporate executives
  • Dismissal of representative directors or representative corporate executives
End

Grounds for Appointment of Senior Management

Name Position Reasons for Selection
Name
Nobuyuki Hirano
Position
Chairman
(Corporate Executive)
Reasons for Selection
Since assuming the post of executive officer of The Bank of Tokyo-Mitsubishi, Ltd. (now MUFG Bank, Ltd., hereafter "the Bank") in 2001, Mr. Hirano has served as managing director, head of Corporate Banking Division No. 2 and Corporate Planning Office, president & CEO and chairman of the Board of Directors of the Bank. He also served as president & Group CEO of MUFG. At present, he is member of the board of directors and Chairman of MUFG.
Mr. Hirano is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Kanetsugu Mike
Position
Deputy Chairman
(Representative Corporate Executive)
Reasons for Selection
Since assuming the post of executive officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2005, Mr. Mike has served as managing director, head of Business & Systems Integration Division, chief executive of Corporate Services, and co-chief executive of Global Business Unit at the Bank, executive chairman of MUFG Americas Holdings Corporation (hereafter "the Americas HD") and MUFG Union Bank, N. A. (hereafter "the Bank (USA)"), as well as group head of Global Business Group and President & Group CEO at MUFG. At present, he is president & CEO of the Bank, concurrently serving as member of the board of directors and deputy chairman of MUFG.
Mr. Mike is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Saburo Araki
Position
Deputy Chairman
(Representative Corporate Executive)
Reasons for Selection
Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2007, Mr. Araki has served as managing director, head of Human Resources Division and Corporate Planning Division, also as group head of Corporate Banking Group No. 1, officer in charge of Corporate Administration Division and Corporate Planning Division. Then, he served as deputy president and chief executive of Corporate Banking Business Unit of the Bank, as well as senior managing corporate executive and group head of Corporate Banking Business Group of MUFG. At present, he is member of the board of directors and deputy chairman of MUFG, currently serving as president & CEO of Mitsubishi UFJ Securities Holdings Co., Ltd. (hereafter “the Securities Business-HD”) and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (hereafter “the Securities Business”).
Mr. Araki is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Iwao Nagashima
Position
Deputy Chairman
(Representative Corporate Executive)
Reasons for Selection
Since assuming the post of executive officer of the Trust Bank in 2011, Mr. Nagashima has served as general manager of Securities Investment Division, executive in charge of Corporate Planning Division and Frontier Strategy Planning and Support Division, chief executive for Markets and Global Business Unit and deputy president in charge of Personnel Division, Center of FinTech Office in Corporate Planning Division at the Trust Bank. He also served as managing director, head of Corporate Planning Division, deputy group head of Global Business Group and Global Markets Business Group and Group CHRO at MUFG. At present, he is deputy chairman at MUFG, concurrently serving as President and CEO at the Trust Bank.
Mr. Nagashima is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Hironori Kamezawa
Position
President & Group CEO
(Representative Corporate Executive)
Reasons for Selection
Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2010, Mr. Kamezawa has served as managing director, head of Credit Policy & Planning Division and Global Markets Planning Division, deputy chief executive officer for the Americas, general manager of New York Branch (concurrently seconded to the Bank (USA)) deputy president & CDTO (in charge of Digital Transformation Division) at the bank. He also served as managing director, head of Credit Policy & Planning Division, deputy chief executive officer for the Americas, Group CIO and Group CDTO at MUFG. At present, he is member of the board of director and president & Group CEO of MUFG, concurrently serving as member of the board of directors of the Bank.
Mr. Kamezawa is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Masahiro Kuwahara
Position
Senior Managing Corporate Executive
Group CRO
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2012, Mr. Kuwahara has held general manager positions in Credit Policy & Planning Division and Global Planning Division, and has served as regional executive for EMEA both at the Bank and MUFG. At present, he is member of the board of directors, senior managing executive officer and CRO at the Bank, as well as senior managing corporate executive and Group CRO at MUFG.
Mr. Kuwahara is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Yoshitaka Shiba
Position
Senior Managing Corporate Executive
Group CAO
Managing Director,
Head of Internal Audit Division
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2012, Mr. Shiba has held general manager positions in Credit Division, Internal Audit Division, officer in charge of the branches in central Japan, as well as managing director, head of Internal Audit Division at MUFG. At present, he is senior managing corporate executive, Group CAO and managing director, head of Internal Audit Division at MUFG.
Mr. Shiba is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Tetsuya Yonehana
Position
Senior Managing Corporate Executive
Group CFO
Reasons for Selection
Since assuming the post of executive officer of the Trust Bank in 2012, Mr. Yonehana has held general manager positions in Corporate Business Planning Division, Corporate Planning Division, and CSO & CFO. At present, he is senior managing corporate executive and Group CFO of MUFG, concurrently serving as senior managing executive officer and CFO of the Bank.
Mr. Yonehana is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Naomi Hayashi
Position
Managing Corporate Executive
Group CSO
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2013, Mr. Hayashi held general manager positions in Corporate Business Planning Division and Corporate Planning Division both at the Bank and MUFG, as well as Electronically Recorded Monetary Claims Business Planning Office at the Bank, and Trust Business Planning Division at MUFG. At present, he is member of the board of directors, managing executive officer and CSO (in charge of office of Chairman of Japanese Bankers Association) of the Bank, as well as managing corporate executive and Group CSO at MUFG.
Mr. Hayashi is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Junichi Hanzawa
Position
Managing Corporate Executive
Group CCO
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2014, Mr. Hanzawa has served as managing director, head of Corporate Planning Division and group head of Nagoya Corporate Banking Group at the Bank, as well as deputy head of Financial Planning Division and head of Corporate Planning Division and at MUFG. At present, he is managing corporate executive and Group CCO at MUFG, concurrently serving as member of the board of directors and managing executive officer, CCO (in charge of Global Compliance Division and Global Financial Crimes Division) & CLO (in charge of Legal Division) at the Bank.
Mr. Hanzawa is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Hiroki Kameda
Position
Managing Corporate Executive
Group CIO
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2014, Mr. Kameda has served as managing director, head of Systems Division at the Bank, as well as head of Operations & Systems Planning Division at MUFG. At present, he is managing corporate executive and Group CIO at MUFG, concurrently serving as member of the board of directors and managing executive officer, CIO (in charge of Information Systems Group) at the Bank.
Mr. Kameda is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Hiroshi Mori
Position
Managing Corporate Executive
Group CLO
Reasons for Selection
Mr. Mori has extensive experience as an attorney and professional insight on general legal affairs. Having served as Partner at Nishimura & Asahi and outside director, audit & supervisory committee member of the Securities Business-HD, he is at present member of the board of directors and CLO at the Bank, as well as managing corporate executive and Group CLO at MUFG.
Mr. Mori is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Tomohiro Kimura
Position
Managing Corporate Executive
Group CHRO & Group Deputy CDTO
Reasons for Selection
Since assuming the post of executive officer of the Trust Bank in 2017, Mr. Kimura has served as general manager of Human Resources Division both at the Trust Bank and MUFG. At present, he is managing corporate executive and Group CHRO & Group Deputy CDTO of MUFG, concurrently serving as director and managing executive officer in charge of Personnel Division, Employees Counselors Division, Center of FinTech Office in Corporate Planning Division at the Trust Bank.
Mr. Kimura is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Masakazu Osawa
Position
Managing Corporate Executive
Group CDTO
Managing Director, Head of Digital Transformation Division
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2017, Mr. Osawa has held general manager positions in Corporate Planning Division and Digital Transformation Division both at the Bank and MUFG. At present, he is managing executive officer and CDTO (in charge of Digital Transformation Division) of the Bank, as well as managing corporate executive and Group CDTO and managing director, head of Digital Transformation Division at MUFG.
Mr. Osawa is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Masamichi Yasuda
Position
Senior Managing Corporate Executive
Group Head, Global Markets Business Group
Reasons for Selection
Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2009, Mr. Yasuda has served as officer seconded to UnionBanCal Corporation and Union Bank, N. A. (now the Bank (USA)), managing director, head of Global Planning Division, deputy chief executive of Global Markets Unit, assistant chief executive of Global Business Unit, and CRO of the Bank. He also served as managing executive officer in charge of Compliance and Risk Management and Group CRO at MUFG. At present, he is senior managing corporate executive and group head of Global Markets Business Group at MUFG, concurrently serving as senior managing executive officer of the Securities Business-HD and member of the board of directors, deputy president of the Securities Business.
Mr. Yasuda is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Kenji Yabuta
Position
Senior Managing Corporate Executive
Group Head, Japanese Corporate & Investment Banking Business Group
Head of Unit, Research & Advisory Unit
Reasons for Selection
Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2009, Mr. Yabuta has held general manager positions of Public Relations Division, Kyoto branch, Corporate Business Planning Division, and he also served as group head of Nagoya Corporate Banking Group of the Bank. At present, he is member of the board of directors, deputy president and chief executive of Japanese Corporate & Investment Banking Business Unit of the Bank, as well as senior managing corporate executive and group head of Japanese Corporate & Investment Banking Business Group of MUFG.
Mr. Yabuta is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Naoki Hori
Position
Senior Managing Corporate Executive
Group Head, Retail & Commercial Banking Business Group
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2010, Mr. Hori held general manager positions in Corporate Business Planning Division and Corporate Banking Business Promotion Division. Then he became officer in charge of the commercial banking offices in west region of Japan of the Bank. At present, he is member of the board of directors, deputy president and chief executive of Retail & Commercial Banking Business Unit of the Bank. He also serves as senior managing corporate executive and group head of Retail & Commercial Banking Business Group at MUFG.
Mr. Hori is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Masato Miyachi
Position
Senior Managing Corporate Executive
Group Head, Global Corporate & Investment Banking Business Group
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2010, Mr. Miyachi held general manager positions in Structured Finance Division, Global Planning Division and Planning Division for Asia & Oceania in Headquarters for Asia & Oceania, then, he became chief executive officer for EMEA, and the Americas of the Bank. At present, he is member of the board of directors, deputy president and chief executive of Global Corporate & Investment Banking Business Unit. He also serves as senior managing corporate executive and group head of Global Corporate & Investment Banking Business Group at MUFG.
Mr. Miyachi is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Sunao Yokokawa
Position
Senior Managing Corporate Executive
Group Head, Asset Management & Investor Services Business Group
Reasons for Selection
Since assuming the post of executive officer of the Trust Bank in 2012, Mr. Yokokawa has served held general manager positions in Personnel Division and Pension Trust Division at the Trust Bank. At present, he is director, deputy president and executive officer and chief executive of Trust Assets Business Unit of the Trust Bank, concurrently serving as senior managing corporate executive and group head of Asset Management & Investor Services Business Group of MUFG.
Mr. Yokokawa is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Takayoshi Futae
Position
Senior Managing Corporate Executive
Group Head, Global Commercial Banking Business Group
Group COO-I
Reasons for Selection
Since assuming the post of executive officer at the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2010, Mr. Futae has served as managing director, head of Global Corporate Banking Division, managing executive officer in charge of Corporate Banking Credit Division, regional executive for Asia & Oceania at the Bank. At present, he is member of the board of directors and senior managing corporate executive, group head of Global Commercial Banking Business Group and Group COO-I at MUFG, concurrently serving as senior managing executive officer, chief executive of Global Commercial Banking Business Unit and COO-I (in charge of global business in Corporate Planning Division and Global Operations Control Division) at the Bank.
Mr. Futae is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was elected corporate executive based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.

Grounds for Nomination of Member of the Board of Directors

Name Position Reasons for Selection
Name
Mariko Fujii
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
After serving at the Ministry of Finance, Ms. Fujii has served in various important positions, including Professor of Research Center for Advanced Science and Technology of the University of Tokyo and Ambassador Extraordinary and Plenipotentiary of Japan and has built expertise and abundant experience in the areas of finance and economy through her career.
She was appointed as a member of the board of directors since she is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.
[Supplementary information on independence]
Ms. Fujii meets the “Independence Standards for Outside Directors” of MUFG.
Name
Kaoru Kato
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Having served in various important positions, including President and Chief Executive Officer, member of the board of directors of NTT DOCOMO Inc., Mr. Kato has affluent experience, knowledge and wisdom as a corporate manager.
He was appointed as a member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Kato meets the “Independence Standards for Outside Directors” of MUFG. He currently serves as Corporate Advisor of NTT DOCOMO Inc., with which the Company had business accounting for less than 1% of NTT DOCOMO Inc.'s consolidated net sales and the Company's consolidated gross profit in fiscal year 2018. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Name
Haruka Matsuyama
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Ms. Matsuyama has extensive experience as an attorney and professional insight on general legal affairs. She was appointed member of the board of directors since she is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Ms. Matsuyama meets the “Independence Standards for Outside Directors” of MUFG. She currently serves as the Partner of Hibiya Park Law Offices, with which the Company has no advisory contract and has not had transaction since fiscal year 2014 in which she assumed the post of the Company's Director. In addition, although there was transaction related to legal advice, etc. between the Company and the concerned law office in fiscal year 2013, before she assumed the post of the Company's director, since the amount of transaction was less than ¥2 million. In light of this, among other reasons, such relationship would not affect her independence from the Company.
Name
Toby S. Myerson
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Mr. Myerson has extensive experience as an attorney and professional insight on the fields of corporate legal affairs and successful mergers, acquisitions divestiture and takeover transactions. The Company has appointed him as member of the board of directors since he is expected to contribute extensive global outlook to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Myerson meets the “Independence Standards for Outside Directors” of MUFG. Although he served as a Partner and Co-Head of the Global Mergers and Acquisitions Group of Paul, Weiss, Rifkind, Wharton & Garrison LLP, he left the Firm in December 2016, and has not been involved in its management after resignation. In addition, although he currently serves as Chairman & CEO of Longsight Strategic Advisors LLC, a strategic advisory firm he established in January 2017, there is no relation between this company and the Company. In light of this and other reasons, such relationship would not affect his independence from the Company.
Name
Hirofumi Nomoto
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Having held various key positions at Tokyu Corporation, including President & Representative Director and currently assuming the role of Chairman & Representative Director, Mr. Nomoto has affluent experience, knowledge and wisdom as a corporate manager. He was appointed as a member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Nomoto meets the “Independence Standards for Outside Directors” of MUFG. He currently serves as Chairman & Representative Director of Tokyu Corporation, with which the Company had business accounting for less than 1% of the Tokyu Corporation's consolidated net sales and the Company's consolidated gross profit in fiscal year 2018. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Name
Tsutomu Okuda
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Having served in various important positions, including President and Chairman of J.Front Retailing Co., Ltd., Mr. Okuda has affluent experience, knowledge and wisdom as a corporate manager. The Company has appointed him as member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Okuda meets the “Independence Standards for Outside Directors” of MUFG. He currently serves as a special advisor of J.Front Retailing Co., Ltd., with which the Company had business accounting for less than 1% of the J.Front Retailing Co., Ltd.'s consolidated net sales and the Company's consolidated gross profit in fiscal year 2018. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Name
Yasushi Shingai
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Having served in various important positions, including member of the board, senior vice president and chief finance officer (CFO) of Japan Tobacco Inc. (JT), executive vice president and deputy CEO and CFO of JT International S.A., and executive deputy president and representative director and deputy CEO of JT, Mr. Shingai has affluent experience as a global corporate manager and professional insight not only in corporate finance, but also M&A and corporate management after M&A. He was appointed member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Shingai meets the Company's “Independence Standards for Outside Directors”. He resigned as member of the board of JT in March 2018 and has not been involved in its management or business execution since his resignation. In addition, the Company had business accounting for less than 1% of the Japan Tobacco Inc.'s consolidated net sales and the Company's consolidated gross profit in fiscal year 2018. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Name
Tarisa Watanagase
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Ms. Watanagase has extensive experience as the former Governor of the Bank of Thailand, the central bank of the country, and professional insight on finance and economics. The Company has appointed her as member of the board of directors since she is expected to contribute extensive global outlook to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term. Although she has not been directly involved in the management of a corporation, except as outside director or outside corporate auditor, the Company believes that she is well qualified to act as an outside director because of the reason stated above.
[Supplementary information on independence]
Ms. Watanagase meets the “Independence Standards for Outside Directors” of MUFG.
Name
Akira Yamate
Position
Member of the Board of Directors
(Outside Director)
Reasons for Selection
Mr. Yamate has affluent experience as a certified public accountant and professional insight in accounting and auditing. The Company has appointed him as member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.
[Supplementary information on independence]
Mr. Yamate meets the “Independence Standards for Outside Directors” of MUFG. Although he had been a Representative Partner of PricewaterhouseCoopers Aarata LLC in the past, he resigned from the PricewaterhouseCoopers Aarata in June 2013, and has not been involved in its management. In light of this, among other reasons, such relationship would not affect his independence from the Company.
Name
Tadashi Kuroda
Position
Member of the Board of Directors
Reasons for Selection
Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2008, Mr. Kuroda has served as managing director, head of the credit division, and officer in charge of commercial banking offices in the east region of Japan of the Bank. He also served as officer in charge of corporate planning, then Group CSO & Group CHRO of MUFG. At present, he is member of the board of directors and member of the Audit Committee (full time) of MUFG.
Mr. Kuroda is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed as a member of the board of directors on the expectation that he will contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Junichi Okamoto
Position
Member of the Board of Directors
Reasons for Selection
Since assuming the post of executive officer in 2008, Mr. Okamoto has served as general manager of Pension Trust Division and general manager of Business Division VI, chief executive of Trust Assets Business Unit and deputy president of the Trust Bank. He also served as group head of Trust Assets Business Group and chief executive of Trust Assets Business Unit and deputy president of the Trust Bank, of MUFG. At present, he is member of the board of directors and audit member (full time) of MUFG.
Mr. Okamoto is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed as a member of the board of directors based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Nobuyuki Hirano
Position
Member of the Board of Directors
Reasons for Selection
Since assuming the post of executive officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2001, Mr. Hirano has served as managing director, head of Corporate Banking Division No. 2, of Corporate Planning Office, deputy president, and President & CEO of the bank. He also served as President & Group CEO of MUFG. At present, he is member of the board of directors and chairman of MUFG.
Mr. Hirano is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed as a member of the board of directors based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Kanetsugu Mike
Position
Member of the Board of Directors
Reasons for Selection
Since assuming the post of executive officer of The Bank of Tokyo-Mitsubishi, Ltd. (now the Bank) in 2005, Mr. Mike has served as managing director, head of Business & Systems Integration Division, chief executive of Corporate Services, and co-chief executive of Global Business Unit at the Bank, executive chairman of the Americas HD and the Bank (USA), as well as group head of Global Business Group and President & Group CEO at MUFG. At present, he is President & CEO of the Bank, concurrently serving as member of the board of directors and Deputy Chairman of MUFG.
Mr. Mike is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed as a member of the board of directors based on his possessing the qualities necessary to contribute to the sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
Name
Saburo Araki
Position
Member of the Board of Directors
Reasons for Selection
Since assuming the post of executive officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2007, Mr. Araki held general manager positions in Human Resources Division and Corporate Planning Division. After serving as group head of Corporate Banking Group No. 1, then officer in charge of Corporate Administration Division and Corporate Planning Division, Mr. Araki became deputy president and chief executive of Corporate Banking Business Unit at the Bank, as well as group head of Corporate Banking Business Group of MUFG. At present, he is President & CEO of Mitsubishi UFJ Securities Holdings Co., Ltd. and President & CEO of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., concurrently serving as member of the board of directors, deputy chairman (representative corporate executive) of the Company.
He is thoroughly familiar with the group's businesses and possesses extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed as a member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.
Name
Hironori Kamezawa
Position
Member of the Board of Directors
Reasons for Selection
Since assuming the post of executive officer of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now the Bank) in 2010, Mr. Kamezawa has served as managing director, head of Credit Policy & Planning Division and Global Markets Planning Division, deputy chief executive officer for the Americas, general manager of New York Branch (concurrently seconded to the Bank (USA)) and deputy president & CDTO (in charge of Digital Transformation Division) at the bank. He also served as managing director, head of Credit Policy & Planning Division, deputy chief executive officer for the Americas, Group CIO and Group CDTO at MUFG. At present, he is member of the board of directors and President & Group CEO of MUFG, concurrently serving as member of the board of directors of the Bank.
He is thoroughly familiar with the group's businesses and possesses extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed as a member of the board of directors since he is expected to contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.
Name
Mikio Ikegaya
Position
Member of the Board of Directors
Reasons for Selection
Since assuming the post of executive officer of the Trust Bank in 2008, Mr. Ikegaya has served as general manager of Corporate Planning Division, deputy chief executive of Trust Asset Business Unit and chief executive of Corporate Banking Business Unit of the Trust Bank. He also served as deputy group head of Corporate Banking Business Group and deputy chairman at MUFG. At present, he is member of the board of directors of MUFG, concurrently serving as Chairman of the Trust Bank.
Mr. Ikegaya is thoroughly familiar with the group's businesses and possesses the extensive business experience and knowledge necessary to manage the group in an appropriate manner. He was appointed member of the board of directors on the expectation that he will contribute to the effective enhancement of the board of directors' decision-making and oversight functions, with the aim of achieving sustainable growth of MUFG and its increased corporate value over the medium- to long-term.
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