Mitsubishi UFJ Financial Group, Inc. (MUFG)
Our View on the ISS Report Regarding Proposal No. 3 at Our 19th Annual General
Meeting of Shareholder
Tokyo, June 11, 2024 --- MUFG today announced that it has confirmed that Institutional Shareholder Services, Inc. (hereinafter referred to as "ISS") has issued a report recommending a vote for the Proposal No.3,"Partial amendment to the Articles of Incorporation (Director competencies for the effective management of climate-related business risks and opportunities)", scheduled for discussion at the 19th Annual General Meeting of Shareholders on June 27, 2024.
Accordingly, we would like to present our company's view on ISS's recommendation for the proposal as follows. We kindly ask our shareholders to review the Notice of Convocation of the Annual General Meeting of Shareholders and our company's view below, and we hope for your understanding and support for the proposal.
1.ISS's vote recommendation
ISS recommends a vote for the Proposal No. 3 for the following reasons.
Item | Reason for ISS's recommendation to vote for the proposal |
Proposal 3. | A vote FOR this shareholder proposal is warranted because: |
Partial amendment to the Articles of | Disclosing information on how climate-related risks and opportunities |
Incorporation (Director competencies for the | are factored in the selection of outside directors and the board |
effective management of climate-related | evaluation would be of value to MUFG shareholders given the climate |
business risks and opportunities) | risk and other environmental impacts of the company's current strategy. |
2.Our View
(1)Composition of the Board of Directors
Our company's approach to the composition of the Board of Directors is disclosed in the Corporate Governance Report [Supplementary Principle 4.11.1]. In order to lead the resolution of social issues such as climate change, we have committed to placing individuals with knowledge, expertise, and experience in "sustainability," including climate change.
<Approach to the Composition of the Board of Directors>
(Source)Corporate Governance Reporthttps://www.mufg.jp/dam/profile/governance/report/pdf/report_en.pdf
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(2)Director competencies
Out of the 16 director candidates, 11 individuals (including 6 external director candidates) possess competency in "sustainability," including climate change. Furthermore, we are committed to improving the competency of the Board of Directors through regular study sessions and timely information updates.
<Knowledge, Expertise, and Experience of Outside Directors and Candidates>
<External Advisors>
We hold regular meetings for executive officers to exchange opinions with external advisors and leverage on external expertise.
Rintaro Tamaki | President of the Japan Center for International Finance. Former financial |
official with a background as Deputy Secretary-General of the OECD in | |
charge of environmental and financial sectors and possesses extensive | |
knowledge in international economics and finance. | |
Junko Edahiro | Professor at Graduate School of Leadership and Innovation, Shizenkan |
University. Served as a board member on high-level government panels and | |
other bodies with expertise in climate change as well as in a wide range of | |
social area such as biodiversity and regional revitalization. | |
Kenji Fuma | CEO of Neural Inc. Possess knowledge and business insights based on |
consulting experience in sustainability management and ESG investment | |
advisory. |
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(3)Supervision by the Board of Directors
We have designated "sustainability," including climate change, as an important discussion topic at the Board of Directors. In the BoD, deliberations on enforcement initiatives, including business opportunities and risks related to climate change, are discussed regularly. In the new medium-term management plan, which was formulated after multiple discussions at the BoD, " Driving Social & Environmental Progress" has been positioned as one of the three pillars. Achieving a carbon neutrality has been set as one of the most important issues to be prioritized in sustainability management.
<Climate Agenda at the Board of Directors and Affiliated Committees (FY2023)>
(4)Evaluation Framework of the Board of Directors' Operations
Every year since 2013, we have retained external consultants to evaluate the Board of Directors. These consultants conduct questionnaire surveys and interviews with all of the Directors regarding the purpose, composition/expertise, agendas/discussions, and the promotion of reform of the Board, as well as self-assessment of each Director. The results of these questionnaire surveys and interviews are reported to and discussed by the Nominating and Governance Committee and the Board. In the fiscal year 2023, it was confirmed that monitoring, including important proposals such as sustainability, was functioning effectively, ensuring the effectiveness of the Board of Directors.
<Evaluation Framework of the Board of Directors' Operations>
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For more details on MUFG's initiatives regarding climate change and our views on shareholder proposals, you can check the following website.
●MUFG Climate Change Initiatives and Views on the Shareholder Proposals ・Presentation Material
https://www.mufg.jp/dam/ir/presentation/2024/pdf/slides2405_en.pdf
・Webcast
https://c-hotline.net/Viewer/Default/4502c3753701297730b981e8f91af5a410f5
We kindly ask our shareholders to review the Notice of Convocation of the Annual General Meeting of Shareholders and our company's views mentioned above, and we hope for your understanding and support for the proposal in question.
- End -
About MUFG
Mitsubishi UFJ Financial Group, Inc. (MUFG) is one of the world's leading financial groups. Headquartered in Tokyo and with over 360 years of history, MUFG has a global network with approximately 2,000 locations in more than 40 countries. The Group has about 120,000 employees and offers services including commercial banking, trust banking, securities, credit cards, consumer finance, asset management, and leasing. The Group aims to "be the world's most trusted financial group" through close collaboration among our operating companies and flexibly respond to all of the financial needs of our customers, serving society, and fostering shared and sustainable growth for a better world. MUFG's shares trade on the Tokyo, Nagoya, and New York stock exchanges. For more information, visit https://www.mufg.jp/english.
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Mitsubishi UFJ Financial Group Inc. published this content on 11 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 June 2024 08:50:08 UTC.