Corporate Governance｜Governance｜About us

Ensuring Shareholder Rights and Equality

MJC respects the importance of the rights of shareholders and maintains an environment that ensures that the exercise of those rights is guaranteed in real terms, including the exercise of voting rights at the general meeting of shareholders.

Exercise of Rights at the General Meeting of Shareholders

MJC respects the rights of shareholders and maintains an environment that enables the proper exercise of shareholders' rights at general meetings of shareholders.
MJC strives to send out/disclose convocation notices of ordinary general meetings of shareholders early to ensure shareholders have enough time to consider the agenda items to be brought up at general meetings of shareholders.
To enable more shareholders to participate in general meetings of shareholders, we secure venues with considerable capacity and set the dates for meetings after giving full consideration to public holidays and other days off.
Where organizations such as institutional investors holding stock not in their own name but in the name of another organization such as a trust company indicate that they would like to exercise their own voting rights before the general meeting of shareholders, we shall respond appropriately after discussing and examining the request with the trust company, etc.
Besides the matter set forth in paragraph 4 above, we shall maintain an appropriate environment for the exercise of shareholder rights and ensure real equality by establishing internal rules that prescribe such things as the handling of situations where an agenda item receives a considerable number of “no” votes at a general meeting of shareholders, the use of a platform for the electronic exercise of voting rights, and internal standards for producing English translations of convocation notices.

Basic Capital Policy

MJC recognizes the return of profits to shareholders as one of the most important management issues. We strive to establish a stable business base and improve return on equity. Also, it is our basic policy to continuously provide a stable dividend after giving full consideration to matters including business performance and payout ratio. By making use of internal reserves for capital investment associated with business expansion and for research and development expenses, we will endeavor to improve our business performance and strengthen our financial standing.

Policy on Cross-Shareholdings

In principle, MJC doesn’t retain cross-shareholdings unless they are deemed to be strategically important partnerships and to maintain and reinforce the business relationships for MJC’s medium- to long-term development and the enhancement of its corporate value. In addition, we plan to reduce cross-shareholdings which are not deemed to be a strategically important partnership and to maintain and reinforce the business relationship. We will periodically and continuously verify the medium- and long-term economic rationality of cross-shareholdings. Furthermore, we will set criteria for voting rights on cross-shareholdings and will exercise it based on the judgments in accordance with the criteria, so as to contribute to improvement of corporate value and shareholder returns.

Transactions between Related Parties

When MJC conducts related party transactions, approval is obtained from the Board of Directors in accordance with company rules. Also, in order to ascertain the existence of transactions with directors, routine annual checks are made for the existence of transactions between directors or their close relatives (within relatives in the second degree) and the MJC Group.

Appropriate Cooperation with Stakeholders Other Than Shareholders

MJC strives for appropriate cooperation with various stakeholders such as employees, customers, business partners, creditors, and local communities, fully aware that MJC's sustainable growth and the creation of medium- to long-term corporate value is the result of the provision of resources and contributions from these stakeholders.

Ensuring Appropriate Information Disclosure and Transparency

MJC discloses financial and non-financial information in conformity with Tokyo Stock Exchange's Timely Disclosure Rules. Also, besides the statutory disclosure documents such as securities reports, we have prepared a dedicated page on our website and strive to actively disclose information that is useful for understanding MJC.

Duties of the Board of Directors, Etc.

Role of the Board of Directors and Directors

The Board of Directors is responsible for MJC's sustainable growth and enhancement of medium- to long-term corporate value. As the decision-making body for the management of MJC, it deliberates and decides on matters stipulated by law and regulations or the Company's Articles of Incorporation as well as management policies, business goals, other basic matters covering all aspects of general management, and important matters in the conduct of business.
Each director shall strive to ensure that the Board of Directors fulfills the duties specified in paragraph 1.

Composition of the Board of Directors and the Term of Directors

The Board of Directors shall consist of no more than 17 members, of which at least more than one-third, in principle, shall be outside directors.
The Board of Directors shall be composed as to achieve both diversity and appropriate size, with the overall balance of directors' knowledge, experiences, and abilities in mind.
The term of office for non- Audit & Supervisory Committee members shall be one year and the term of office for Audit & Supervisory Committee members shall be two years and reappointment shall be allowed.

Requirements for Selecting and Dismissing non- Audit & Supervisory Committee members

The Board of Directors meeting of MJC shall select candidates for non- Audit & Supervisory Committee members who have a management intuition enabling them to exhibit an entrepreneurial spirit globally and who can be expected to contribute to frank, lively, and constructive discussion after the deliberations of the Remuneration and Nomination Advisory Committee.
MJC may suggest dismissing non- Audit & Supervisory Committee members who acted against public order and morals, became incapable of executing duties for health reasons, or no longer have qualities to meet the selection requirements after the deliberations of the Remuneration and Nomination Advisory Committee.

Role of Audit & Supervisory Committee

As an independent body charged by shareholders, Audit & Supervisory Committee shall supervise the execution of duties by directors to contribute to the sound and fair management of the company and meet social confidence.

Composition of the Audit & Supervisory Committee

MJC shall have no more than four Audit & Supervisory Committee members.

Requirements for Selecting and Dismissing Audit & Supervisory Committee members

The Board of Directors meeting of MJC shall select candidates for Audit & Supervisory Committee members such as those who are able to conduct audit work appropriately remaining objectivity and neutrality and possess good character and insight and totally eligible for Audit & Supervisory Committee members after the deliberations of the Remuneration and Nomination Advisory Committee. Selection of the candidates requires the consent of the Committee.

MJC may suggest dismissing Audit & Supervisory Committee members who acted against public order and morals, became incapable of executing duties for health reasons, or no longer have qualities to meet the selection requirements after the deliberations of the Remuneration and Nomination Advisory Committee.

Criteria of Independence for Outside Directors and Outside Audit & Supervisory Board Members

The criteria for judging the independence of MJC's outside directors and outside Audit & Supervisory Committee members are as given below. MJC strives to select candidates for independent outside directors and outside Audit & Supervisory Committee members who can be expected to contribute to important decision-making of the Board of Directors by offering frank, lively, and constructive opinions in the Board of Directors meeting.

Criteria for Judging Independence

A person who meets the requirements of independence is such as those who fulfill the statutory requirements of an outside director and do not meet any of the following requirements:

1. Executive officers at MJC or a subsidiary of MJC;
2. Directors or Corporate Auditors at subsidiary of MJC;
3. Large shareholders who hold 10 percent or more of all voting rights in MJC or, executive officers of corporations or other organizations (hereinafter “corporations, etc.”), when the large shareholders are corporations, etc.;
4. Persons who count the MJC Group as a major business partner (Persons who received payments from MJC or its subsidiaries totaled 2 percent or more of their annual consolidated net sales for the latest business year) or their executive officers;
5. Major business partners for the MJC Group (Persons who received payments from MJC or its subsidiaries totaled 2 percent or more of their annual consolidated net sales for the latest business year) or their executive officers;
6. Executive officers of financial institutions or other large creditors that are indispensable to MJC's financing arrangements and that are depended on by MJC to such an extent that there is no replaceability;
7. Executive officers of companies to which MJC or its subsidiary has sent a director;
8. Consultants, accounting professionals, or legal professionals who have earned ¥10 million or more in cash or other property benefits per year on average over the last three years, besides officer's compensation, from MJC or its subsidiary;
9. Persons for whom any of the above items 1 to 8 applied over the last five years;
10. The spouse or relatives within the second degree of a person for whom any of the above items 1 to 9 apply.

Taking advantage of the Remuneration and Nomination Advisory Committee

MJC shall establish a Remuneration and Nomination Advisory Committee as an advisory body to the Board of Directors to strengthen independence, objectivity, and accountability of the Board of Directors regarding nominating or compensation matters of the directors, and to get appropriate involvement and Advice of the Committee including diversity and skills of the directors.

The Remuneration and Nomination Advisory Committee is composed of at least three members, and the majority shall be outside directors who fulfill the criteria of independence for Outside Directors.

The chairperson of the Remuneration and Nomination Advisory Committee shall be chosen by mutual vote of the outside directors.

Policy on Determining Remuneration for non- Audit & Supervisory Committee members

MJC determines the amount of remuneration, etc., for non- Audit & Supervisory Committee members in a given fiscal year and the method of its calculation based on the following policy:

1. The remuneration shall be of a level to maintain and secure managerial human resources who can demonstrate an entrepreneurial spirit globally as parts of MJC's executive team.
2. The remuneration shall be made into a system functioning as a sound incentive to achieve medium-term business goals toward MJC's sustainable growth.
3. The Board of Directors shall determine the amount of remuneration, etc., within the scope of total remuneration established by resolution of the general meeting of shareholders, through deliberation by the Remuneration and Nomination Advisory Committee after discussion in the board.
4. Where a person holds concurrent posts as a director other than non- Audit & Supervisory Committee members and an employee, only its remuneration, etc., as a director shall be determined according to this policy.

Policy on Determining Remuneration for Audit & Supervisory Committee members

MJC determines the amount of remuneration, etc., for Audit & Supervisory Committee members in a given fiscal year and the method of its calculation is based on the following policy:

1. Audit & Supervisory Committee member remuneration shall be of a level suitable to maintain and secure human resources such as those who are able to conduct audit work appropriately remaining objectivity and neutrality and possess good character and insight and totally eligible for Audit & Supervisory Committee members.
2. The Audit & Supervisory Committee members shall determine the amount of remuneration, etc, for each member through consultation among the members, within the scope of total remuneration established by resolution of the general meeting of shareholders.

Remuneration Structure for Officers

MJC has adopted the following remuneration structure for officers:

1. Remuneration, etc., for full-time directors other than Audit & Supervisory Committee members shall consist of fixed payment, annual performance-linked compensation, and medium-to-long-range performance-linked compensation. The percentage of each kind of remuneration shall be established within an appropriate scope and in conformity with items 1 and 2 of the Policy on Determining Remuneration for Director other than Audit & Supervisory Committee members.
2. Remuneration, etc., for Audit & Supervisory Committee members, and outside directors other than Audit & Supervisory Committee members shall consist of fixed payment.

Training for Directors

MJC shall provide opportunities and information on outside training for the directors to acquire knowledge for the respective roles and responsibilities of directors.

Dialogue with Shareholders

Policy on Constructive Dialogue with Shareholders

MJC shall put in place a system and make efforts to facilitate constructive dialogue with shareholders and investors under the following policy, in order to contribute to MJC's sustainable growth and enhancement of its medium- to long-term corporate value.

1. Regarding dialogue as a whole with shareholders and investors, the Corporate Planning and Strategy Division shall be appointed to IR personnel, and the officer in charge of IR shall supervise it.
2. In order to support the realization of constructive dialogue with shareholders, the Corporate Planning and Strategy Division, Administration Division, and other relevant department shall cooperate as departments supporting dialogue, actively explore a direction for IR, and prepare disclosure materials.
3. Opportunities shall be established for active dialogue, including financial results briefings for analysts organized by securities companies and factory tours in addition to semi-annual results briefings for analysts. Importance shall be attached to the president engaging directly in dialogue within a reasonable and feasible limit at results briefings. Also, efforts shall be made to actively disseminate company information by regularly disclosing information useful for dialogue on the company's website.
4. Opinions and questions obtained at results briefings and other events shall be suitably summarized and reported to the responsible director for use in supporting MJC's sustainable growth and enhancement of its corporate value. Also, important matters shall be reported to and discussed by the Board of Directors.
5. Internal rules shall be established and managed, and made known to all members of the Group, in an effort to prevent insider trading. Also, a certain period before the announcement of the financial results shall be defined as a silent period. During the period, dialogue shall be restricted.

Corporate Governance

Basic Policy on Corporate Governance

Purpose

Basic Approach to Corporate Governance

Organization chart