Corporate Governance

Based on its corporate principles (Vision and Mission), the Company considers compliance to be its highest priority and has been working on strengthening and enhancement of corporate governance on an ongoing basis as a priority for management, in order to meet the expectations of all of its stakeholders, including its shareholders and customers, with the aim of materializing the Company’s sustainable growth and improving its medium- and long-term corporate value.
In addition, we have put together our basic framework for and views on corporate governance in the form of the “Corporate Governance Guidelines.”

The Company takes the form of a company with three committees in order to: (i) make explicit the separation of supervisory and executive functions, (ii) work to further enhance supervisory functions and ensure thorough risk management to safeguard the soundness and transparency of management, and (iii) realize the agile execution of business to rapidly respond to changes in the business environment.

The Board of Directors makes decisions on important management matters and supervises the execution of duties by Executive Officers.
We have set out a policy for nominating candidates for Directors and for the composition and size of the overall Board.
As of June 18, 2026, the Board comprised 13 Directors, including 2 female Directors. Ten of the 13 Directors are Outside Directors with extensive experience and deep insight, five of whom are Independent Directors. We publish individual Directorsʼ knowledge, experience, and expertise (skill matrix) on the pages linked below.

We have established independence standards for Outside Directors, and we appoint as Independent Directors those persons who are not at risk of having a conflict of interest with general shareholders.

To improve the effectiveness of corporate governance, MMC annually evaluates the effectiveness of the Board of Directors by a questionnaire survey to all Members of the Board.
The results are reported to the Board of Directors.
In FY2025, besides a questionnaire survey of the aspects listed below, MMC conducted interviews with all Members of the Board.
The questionnaire survey and interviews were conducted by an independent third-party to enable in-depth analysis reflecting the latest governance trend and to ensure objectivity and transparency of the evaluation process.

Through these initiatives, MMC will continuously improve the effectiveness of the Board and enhance corporate governance.

The Board of Directors has the following three statutory committees, which supervise Directors and Executive Officers together with the Board of Directors.
Each committee is composed of a majority of Outside Directors, and the Chairpersons of each committee are Outside Directors. Through this, a system is in place in which fairness and transparency are ensured and corporate governance functions effectively.

The Nomination Committee makes decisions on proposals for the appointment and dismissal of Members of the Board to be proposed to the General Meeting of Shareholders, approves proposals for the appointment and dismissal of Executive Officers proposed by the Executive Officer, CEO or Executive Officer, President to the Board of Directors, and deliberates and decides on succession planning for MMC’s Executive Officer, CEO and Executive Officer, President.
In FY2025, the Nomination Committee deliberated on regular agenda items such as the determination of candidates for Directors to be proposed to the General Meeting of Shareholders and the approval of the proposal for the appointment of Executive Officers, evaluation of the Executive Officer, President and selection of the Executive Officer, CEO and Executive Officer, President.

The Compensation Committee deliberates and makes decisions regarding policy with respect to determining compensation, etc. of Members of the Board and Executive Officers, and regarding details of compensation, etc. per individual.
In FY2025, in addition to regular agenda items such as the determination of remuneration for individual Members of the Board and Executive Officers, the Committee reviewed KPIs for performance-linked compensation, confirmed the appropriateness of the level of compensation for officers of MMC in light of external benchmarks, and deliberated on the revision of the compensation plan for directors and officers.

Among other activities, the Audit Committee audits the execution of duties by Directors and Executive Officers, supervises the status of the formulation and operation of the internal control system and prepares audit reports.
Additionally, the Audit Committee conducts internal investigations on matters that the Board or the Audit Committee deems inappropriate for the executive side to conduct.

The Board of Directors decides matters that require resolutions of the Board of Directors pursuant to laws and regulations and provisions of MMC’s Articles of Incorporation, matters delegated by resolutions of the General Meeting of Shareholders, and certain important matters concerning business management, and authority to make decisions on business execution for items other than these is delegated to the Executive Officers.
Executive Officers make decisions on business execution delegated by the Board of Directors and are responsible for executing those decisions. The Board of Directors appoints the CEO, who has ultimate responsibility for management, and the President, who has overall responsibility for business execution, by resolution.
As of June 18, 2026, there are 11 Executive Officers.

Important matters on management are decided after deliberation at the Executive Committee (EC), which is composed of all Executive Officers and chaired by the CEO. Important matters relating to product development projects are decided after deliberation at the Product Decision Meeting (PDM). Additionally, matters related to internal control are decided after deliberation at the Internal Control Committee. Each of these committees are chaired by the CEO and the relevant Executive Officers serve as members.
In the execution of business, executive Vice Presidents are appointed as persons with authority and responsibility for business execution within the scope of their respective duties, besides the CEO, who bears ultimate responsibility for management, and the President, who bears overall responsibility for business execution. Moreover, the Company has systematized decision making authority based on the Delegation of Authority Rules and defined the matters delegated and their scope. The Company also established decision making procedures for major matters and is working to speed up business execution and improve the transparency of the decision making process.

Transactions between MITSUBISHI MOTORS and Directors or Executive Officers that particularly compete with our business operations or conflict with our interests require prior resolution from, and after-the-fact reporting to, the Board in accordance with the rules of the Board (hereinafter referred to as the “Rules of the Board”). In addition, the Rules of the Board stipulate that Directors with a special interest in a resolution of the Board shall not participate in such resolution.
Furthermore, as with the case with other non-related parties, we conduct transactions with related parties, such as its Executive Officers, Directors or major shareholders, in accordance with the Delegation of Authority Rules and after review and approval by multiple responsible personnel, fully taking into account the economic rationality to confirm there is no harm to our interests.

We provide various opportunities for Outside Directors to deepen their understanding of the Company so that they can actively express their opinions at Board of Directors and fully participate in decision-making.

Based on its audit policies and audit plans, the Audit Committee recognizes its primary responsibility as monitoring and verifying the execution of duties by Directors and Executive Officers, the effectiveness of the internal control system, and the appropriateness of the audits by the Accounting Auditor, and carries out the following activities

In principle, the Audit Committee meets monthly and convened 13 times in FY2025.
The specific matters discussed by the Audit Committee in FY2025 are as follows.

In addition to the above, the Audit Committee primarily conducts the following activities throughout the year.

In addition to the meetings above, full-time Members of the Audit Committee attended important meetings including meetings of Executive Committee; inspected important approval/decision documents; interviewed Executive Officers and Corporate Officers; visited and audited, or conducted hearings with MMC’s major business locations and its major subsidiaries and affiliates in Japan and overseas; provided training for and had liaison meetings with auditors of subsidiaries and affiliates in Japan; held tripartite audit meetings (Audit Committee, Accounting Auditors and internal audit divisions); and held regular meetings with the internal audit divisions and the internal control divisions.

MMC has established the Internal Audit Dept. and the Quality Audit Dept. within the Internal Audit Div., an organization independent of other business execution departments. These departments conduct planned internal audits systematically based on the annual audit plan and report the audit results to the CEO and the Audit Committee.
In addition to meetings with the Audit Committee five times a year, regular meetings with the full-time Audit Committee members are held once a month for collaboration, and information is also exchanged at tripartite audit meetings with the full-time Audit Committee members and the accounting auditor.
The Audit Division is staffed with 25 personnel as of March 31, 2026, including personnel with diverse management experience and professionals holding qualifications such as Certified Internal Auditor (CIA), Certified Fraud Examiner (CFE), and Qualified Internal Auditor (QIA). The Internal Audit Dept. (16 members) conducts internal audits to assess whether operational management of MMC and subsidiaries and affiliates in Japan and overseas is being conducted with transparency using appropriate processes. The Quality Audit Dept. (7 members) audits the appropriateness of product quality-related activities by MMC and subsidiaries and affiliates in Japan and overseas.

The Audit Committee Members regularly hold meetings with the Internal Audit Division to receive information regarding the auditing system, auditing plans, and internal audit results within the Company and at its affiliated domestic and overseas companies (hereinafter collectively referred to as the “Group”), and to provide feedback to the Internal Audit Division on the status of the Audit Committee Members’ audits.
Additionally, the Audit Committee summarizes audit activities it has conducted, including the details of reports received from the Internal Audit Division, and reports the results to the Board twice a year.