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Performance Data

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Independence of the Board of Directors

Independence policy, target Article 21 of the Corporate Governance Guidelines of Mitsubishi Heavy Industries, Ltd. clearly addresses our goal: "MHI shall endeavor to make the number of independent Outside Directors who meet MHI's independence criteria ... constitute one third or more of all members of the Board of Directors." Corporate Governance Guidelines of Mitsubishi Heavy Industries, Ltd.
(Reference) Corporate Governance Guidelines of Mitsubishi Heavy Industries, Ltd. (PDF/246KB)

Diversity of Board of Directors

When selecting directors who are not Audit and Supervisory Committee members, it is MHI's policy to nominate as candidates those who have extensive experience in executing MHI's business, and who see things from the perspective of senior management; and in addition, to invite more than one individual as candidates for the role of Outside Directors to perform supervision from an objective standpoint while giving consideration to external stakeholders.
Furthermore, from the perspective of ensuring effective audits, as directors who are Audit and Supervisory Committee members, MHI's policy is to select individuals who have extensive knowledge and experience in various fields such as corporate management, legal, finance, and accounting in a well-balanced manner.

Corporate governance structure

Number of directors Total 11
Executive directors 3
Non-executive directors 8
Independent directors 5
Female directors 1
Non-Japanese directors 1
Separation of role of Chairman and CEO Separate

Functions and committees

Audit Audit and Supervisory Committee
Members Audit and Supervisory Committee members (five)
Number of meetings 15 (FY2017)
Selection and nomination Nomination and Remuneration Meetings
Members Outside directors (five) and the President and CEO
Number of meetings 3 (FY2017)
Others-relate to governance Outside Directors' Meetings
Members Outside directors (five) + management personnel(as necessary)
Number of meetings 2 (FY2017)
CSR CSR Committee
Members Chaired by the Executive Vice President, who also serves as CSO and the head of the Business Strategy Offce (the executive offcer in charge of CSR), and is composed of the GC (general counsel), CFO, CTO (Chief Technology Offcer), and the offcer in charge of HR (human resources).
Number of meetings 2 (FY2017)
Compliance Compliance Committee
Members Chaired by the Executive Vice President, GC, and composed of 24 members.
Number of meetings 2 (FY2017)
Human Rights Committee for Raising Awareness of Human Rights
Members Chaired by the Executive Vice President, who is in charge of HR, and composed of 25 members.
Number of meetings As many as necessary
Environment MHI Group Environment Committee
Members Chaired by Senior Executive Vice President, CTO and composed of 10 members.
Number of meetings 1 (FY2017)
Others-related to governance International Trade Control Committee
Members Chaired by the Executive Vice President, GC, and composed of 13 members.
Number of meetings 2 (FY2017)

Effectiveness of the Board of Directors

    unit  
Board meeting attendance Average % 97 (FY2017)
The minimum attendance % 79 (FY2017)
Rate of Attendance at Board of Directors Meetings by Directors
Name Position
(as of March 31, 2018)
Board meeting attendance
(for the year ended March 31, 2018)
Hideaki Omiya Chairman of the Board 100%
Shunichi Miyanaga President and CEO 100%
Masanori Koguchi Director, Executive Vice President, CFO,
Head of Business Strategy Offce
100%
Michisuke Nayama Director, Executive Vice President, CTO 100%
Naoyuki Shinohara Outside Director 100%
Ken Kobayashi Outside Director 79%
Seiji Izumisawa Director, Full-time Audit and Supervisory Committee Member 100%
Toshifumi Goto Director, Full-time Audit and Supervisory Committee Member 100%
Nobuo Kuroyanagi Outside Director, Audit and Supervisory Committee Member 93%
Christina Ahmadjian Outside Director, Audit and Supervisory Committee Member 100%
Shinichiro Ito Outside Director, Audit and Supervisory Committee Member 100%
Directors' terms of office year 1 (2 for Audit and Supervisory Committee members)
  Average year 5 (As of October 2018)
Standards related to restrictions on number of concurrent positions Around three for inside directors
Board evaluation results MHI has been engaged in multiple measures for enhancement of corporate governance. Taking advantage of the enactment of the Corporate Governance Code, we have introduced an annual evaluation of the Board of Directors (MHI Corporate Governance Guideline, Article 32) aiming at ensuring further effectiveness of the Board of Directors by verifying its functional effciency as an entity and being fully accountable for stakeholders, by conducting holistic analysis and evaluation of the Board.
In fiscal 2017, continuing from the previous fiscal year's analysis and evaluation, we, using the process below, conducted analysis and evaluation from four main perspectives. Board of Directors composition, operation of the Board of Directors, the supervisory function of the Board of Directors, and a structure to support Outside Directors.
  • Self-evaluation questionnaire completed by all directors (including Outside Directors).
  • Meetings carried out exclusively with Outside Directors.
  • Discussing results of the self-evaluation at the Board meeting.
  • Results of the evaluation are reported and resolved at the Board meeting based on the self-evaluation and discussions.

Through the processes mentioned above, the overall effectiveness of the Board of Directors in 2017 has been ensured with no major concerns. The status of activity concerning the issues recognized in the Board evaluation conducted in the previous year (FY2016), as well as major issues recognized this time, and future responses are as follows.

  1. Initiatives to address issues recognized in the previous year
    (1) We provided opportunities for training for directors, such as lectures on financial strategies, visits to our domestic and overseas bases, etc.
    (2) We are constantly working to enhance deliberations at the Board of Directors by preparing materials with clear points and providing them to directors in advance.
    (3) We revised the matters of discussion and reporting for the Board of Directors to improve the effciency and mobility of business execution and to strengthen the supervisory functions of the Board of Directors.
    (4) We held two meetings consisting of solely Outside Directors to provide them with an opportunity for communication between Outside Directors.
  2. Issues recognized this time and future initiatives
    (1) Reconsideration of Governance systems (including the Nomination and Remuneration Meetings)
    We will examine the processes related to election and remuneration of directors from the perspective of improving objectivity and transparency of these procedures based on the revised Corporate Governance Code.
    (2) Enhancing deliberations at the Board of Directors
    We will further enhance deliberations at the Board of Directors by clarifying points of discussion in materials used by the Board of Directors, providing these materials to directors in advance, and making explanations to the Board members in a simple and clean manner.
    (3) Increasing opportunities for Outside Directors to gather information
    We will hold meetings between Outside Directors and executive offcers in each department to increase opportunities for Outside Directors to gather information and deepen their understanding of the Company.

Remuneration of directors

Remuneration (Note) Position Number Unit Total Base remuneration Performance-linked remuneration Stock remuneration
Directors who are not serving as Audit and Supervisory Committee members (excluding Outside Directors) 4 Millions of yen 462 219 143 99
Directors who are serving as Audit and Supervisory Committee members (excluding Outside Directors) 4 Millions of yen 136 136 - -
Outside Directors 5 Millions of yen 83 83 - -
  • Table above includes two directors who retired this fiscal year.
Measurement metrics for variable remuneration Internal Financial Success Metrics The remuneration is determined based on the business performance of which he/she is in charge.
External Financial Success Metrics The remuneration is determined based on the consolidated earnings of the Company.
Variable remuneration linked to long-term performance Ratio: 22%
Stock remuneration
Individual remuneration (Note) Name Position unit Total Base remuneration Performance-linked remuneration Stock remuneration
Hideaki Omiya Director Millions of yen 149 68 47 34
Shunichi Miyanaga Director Millions of yen 149 68 47 34
  • Offcers receiving more than 100 million yen in total sum
Average salary of all employees and CEO remuneration unit
CEO remuneration Millions of yen 149
Mean employee salary Millions of yen 8.4
Ratio time 17.9

Commitment to initiatives

Commitment to initiatives UN Global Compact
Global Reporting Initiative
ISO26000

CSR