(Translation)

Corporate Governance Report

Last Update: July 2, 2021

Mitsubishi Motors Corporation
Takao Kato, Director, Representative Executive Officer & President
Contact: IR Office; TEL: 03-3456-1111

The corporate governance of Mitsubishi Motors Corporation (hereinafter referred to as the “Company”) is
described below.

I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information
1. Basic Views
The Company considers compliance to be its highest priority, based on the following corporate principles
(Vision and Mission), and the strengthening and improvement of corporate governance is an ongoing priority
for management with the aim of continuing sustainable growth and improvement of the Company’s corporate
values in order to meet the expectations of all of its stakeholders, including its shareholders and customers.

Vision
Create vibrant society by realizing the potential of mobility

Mission
1. Provide new experiences for our customers with creative products and service excellence.
2. Make positive contributions to the sustainable development of our society.
3. Act sincerely as a trusted company.
4. Enhance stakeholder value by leveraging the Alliance.

In addition, the Company has put together its basic framework for and views on corporate governance in the
form of “Corporate Government Guidelines” and publishes these guidelines on the Company’s website.
(https://www.mitsubishi-motors.com/en/csr/pdf/report-2019/CSR2019-governance-guideline_e.pdf?20200127)

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company is in compliance with all the principles of the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code]

Principle 1-4. Cross-Shareholdings
The Company conducts cross-shareholdings only in cases where it has judged the holding of such shares to
be necessary for maintaining medium and long-term business partnerships in the course of the Company’s
business operations, and for sustainable growth and improvement of the medium and long-term corporate
value of the Company.
If such necessity is not verified, the Company strives to reduce such cross-shareholdings, including by selling
the shares.
With respect to cross-shareholdings currently held, every year, at meetings of the Board of Directors
(hereinafter referred to as the “Board”), the Board individually reports on the results of examination of the
necessity of those holdings for the Company’s business purposes, the economic rationality with respect to the
Company’s medium and long-term goals, and other factors and confirms the appropriateness of possession of

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the two types of shares being held. The Company will continue to conduct these examinations and those
reports at the Board’s meetings.
When exercising voting rights related to cross-shareholdings, rather than uniformly making decisions for
approval or disapproval using a fixed standard, with respect to the management policies, strategies and other
guidelines of the investee company, the Company approves resolutions that it has determined will contribute
to increasing corporate value in the medium and long-term and votes against resolutions that it has determined
will impair value.

Principle 1-7. Related Party Transactions

The Company conducts transactions with related parties such as its Officers or major shareholders based on
confirmation with multiple related departments and approval of the person in charge, pursuant to the
delegation of authority (hereinafter referred to as the “DOA”), after the Company has sufficiently considered
the economic rationality to confirm there is no harm to the common interests of the Company and its
shareholders, which is the same process the Company goes through with non-related parties. Transactions
between the Company and Directors or Executive Officers that particularly compete with the Company’s
business operations or conflict with the Company’s interests require prior approval 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.

Principle 2-6. Roles of Corporate Pension Funds as Asset Owners

The Company has introduced a defined contribution pension plan. The Company holds a defined contribution
pension steering committee meeting every year to select investment products and regularly provides
employees with training sessions on the pension asset management which may affect the amount of
employees’ potential pension payments.

Principle 3-1. Full Disclosure

(1) Company objectives, business strategies and business plans
(i) Corporate philosophy
The Company adopts the Three Corporate Principles of the Mitsubishi group (Corporate Responsibility
to Society; Integrity and Fairness; and Global Understanding Through Business). In addition, in order to
clarify the direction in which the Company should build on its reason for existing, the Company
established, as stated in “1. Basic Views” of “I. Basic Views on Corporate Governance, Capital Structure,
Corporate Profile and Other Basic Information,” the Vision & Mission in April 2018, which is published
on the Company’s website. All of the Company’s corporate activities are based on this Vision & Mission.
https://www.mitsubishi-motors.com/en/company/philosophy/index.html
(ii) Business strategies and business plans
In FY2020, the Company formulated the new “Small but Beautiful” mid-term business plan covering the
period ending in FY2022 in order to make fundamental improvements in earning power and is proceeding
with structural reforms, including cutting fixed costs, in compliance with the fundamental concept of
“selection and concentration.” Details regarding the new “Small but Beautiful” mid-term business plan
are published on the Company’s website.
https://www.mitsubishi-motors.com/en/investors/corpmanage/plan.html
In FY2021, the Company will continue to proceed with implementation of structural reforms and the like
in line with the new “Small but Beautiful” mid-term business plan to strengthen its foundation and restore
profitability. An outline of future measures is stated in “1. Management policy, business environment and
issues to be addressed” in “II. Overview of Business” of the FY2020 Annual Securities Report.
https://www.mitsubishi-motors.com/en/investors/library/yuka.html

(2) Basic views and guidelines on corporate governance

As set forth in “1. Basic Views” above.

(3) Policies and procedures for determining the remuneration of top management and Directors
As detailed below in “Section II. 1. Director and Executive Officer Remuneration; Amount of
Remuneration, and Disclosure of Policy on Determining Remuneration Amounts and Calculation
Methods”.

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(4) Policies and procedures for the appointment and dismissal of top management and nominating Director
candidates
Within the Company, the Nomination Committee makes decisions for agenda proposals to be submitted
to the General Meeting of Shareholders for the appointment or dismissal of Directors. It also makes
decisions for proposals to appoint or dismiss Executive Officers and Corporate Officers submitted to the
Board, deliberates Executive Officer and Corporate Officer appointment and dismissal criteria, proposals
for the appointment and dismissal of the Executive Officer and President, succession plans for the
Executive Officer and President, and other related issues. In the future the Nomination Committee plans
to conduct consideration of and deliberation toward formulating specific criteria for the appointment and
dismissal of Directors, Executive Officers, and Corporate Officers.

(5) Reasons for appointments of Officers

The reasons for the appointment of Director candidates are presented in the Notice of the General Meeting
of Shareholders.
Officer Biographies: https://www.mitsubishi-motors.com/en/investors/stockinfo/meeting.html
In addition, candidates for the Executive Officer and President are deliberated and decided on by the
Nomination Committee in light of those candidates’ business execution capabilities and experience, and
the Executive Officer and President is appointed by the Board.
Candidates for Executive Officers are proposed by the Executive Officer and President to the
Nomination Committee and the Board in light of their business execution capabilities and experience
and are appointed by the Board.

Supplementary Principle 4-1-1. Roles and Responsibilities of the Board

The items that require a resolution of the Board pursuant to laws, regulations or provisions of the Articles of
Incorporation, the items delegated to the Board by a resolution at a General Meeting of Shareholders, and
certain necessary items related to business management are resolved by the Board. Executive Officers are
given the authorization to make decisions relating to the carrying out of business excluding any of the above
matters. The Rules of the Board of Directors stipulate the items that require a resolution of the Board and
the items that require reporting at the Board meeting.

Principle 4-9. Independence Criteria and Eligibility for Independent Outside Directors
The Company’s criteria for evaluating the independence of Outside Directors is set forth below in “Section
II. Other matters relating to Independent Officers”.

Supplementary Principle 4-11-1. View of the Appropriate Balance between Knowledge, Experience and Skills
of the Board as a Whole; and Diversity and Appropriate Board Size
The Company’s Board consists of 13 Directors. Of the 13 Directors, more than half are Outside Directors (11
Outside Directors). The Company believes that these Outside Directors make insightful comments at Board
meetings and on other occasions based on their considerable experience and knowledge as managers of
businesses, novelists, attorneys-at-law, accountants, and diplomats, and sufficiently fulfill their duties as
Directors. The Company will continue to build a structure with awareness of the balance and diversity of
knowledge, experience and capabilities, as well as the scale, of the Board as a whole.

Supplementary Principle 4-11-2. Status of Directors Serving Concurrently as Officers of Other Listed
Companies
The status of concurrent service of Outside Directors at other companies is disclosed each year through the
Notice of the General Meeting of Shareholders, the Yuka Shoken Hokokusho (Annual Securities Report), the
Corporate Governance Report and other means.

Supplementary Principle 4-11-3. Analysis and Evaluation of the Effectiveness of the Board
To improve the effectiveness of corporate governance, the Company annually evaluates the effectiveness of
its Board through a questionnaire survey of all Directors.
In FY2020, the Company evaluated the effectiveness of the Board based mainly on the four elements
“composition of the Board and each committee,” “matters for deliberation by the Board and each committee,”
“oversight functions of the Board and each committee,” and “status of deliberations by the Board and each
committee” from the perspective of enhancing the Board’s oversight function.
As a result of the evaluation, the Company has judged that there are no serious concerns or other issues
regarding the effectiveness of the Board. The main issues revealed in the evaluation were as follows.

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▫ Coordination of agenda items and matters to be reported in order to emphasize broader deliberation from
the perspective of the Board’s oversight functions
▫ Provision of information regarding examination and decision-making processes on the management side
that form a basis for the Board’s determinations, corporate and business information that enable the Board to
perform its oversight functions, and opportunities to acquire knowledge

The Company will work to continue to strengthen corporate governance by further improving the
effectiveness of the Board, including initiatives for major issues recognized through analysis and evaluation
of the Board.

Supplementary Principle 4-14-2. Director and Top Management Training

The Company intends to carry out training for Members of the Board, Executive Officers, and Corporate
Officers, such as utilizing outside experts and external seminars and providing opportunities to explain topics
such as financial matters and corporate governance, to ensure that Officers appropriately perform their roles
and duties.
The Company intends to provide Outside Directors with the opportunity to inspect business locations in Japan
and overseas and opportunities for dialogue to deepen their understanding of the Company’s business, provide
opportunities to prepare by distributing the agenda items of Board meetings and explanatory materials
beforehand and conducting explanations in advance as necessary, and take other measures in order to facilitate
thorough discussion at Board meetings.

Principle 5-1. Policy for Constructive Dialogue with Shareholders

The Company regards constructive dialogue with all shareholders and investors to be essential from the
perspective of sustainable growth and medium to long-term improvement of corporate values and will
implement various measures to promote such.

(1) Designation of Top Management to Supervise General Dialogue with Shareholders

Top management, including the Executive Officer and President and the Executive Officers and Executive
Vice Presidents, and headed by the Executive Officer in charge of corporate strategy management, will
conduct dialogue with shareholders and investors.

(2) Measures for Cooperation among Internal Departments

At the Company, dialogue (meetings) with shareholders and investors will be handled by the department
in charge of investor relations (hereinafter referred to as “IR”) (for investors) and the department in charge
of shares (for shareholders). These departments will cooperate to conduct various measures to promote
understanding of the Company by shareholders and investors and communicate with the corporate strategy
management, public relations, finance, accounting and legal departments.

(3) Efforts to Enhance Methods of Dialogue

In addition to individual dialogues by each responsible department, top management will periodically visit
domestic and international investors and participates in conferences held by securities companies. The
Company will also work to enhance dialogue using General Meetings of Shareholders, factory tours in
Japan and overseas and corporate briefings for investors. Additionally, in order for shareholders and
investors to further their understanding of the Company’s business, the Company will continuously work
to enhance its website for investors to disseminate more easily understandable information outside the
Company.

(4) Measures for Effective Feedback of Shareholder Views and Concerns

Matters of concern for shareholders and investors will regularly be reported (at least once each quarter) to
top management, and a report to top management is made each time a report is issued by an analyst. In
addition, the content of dialogue with individual investors will regularly be reported (at least one each half-
year) to top management, depending on its importance. Moreover, top management will gain a direct
understanding of the views and concerns of investors from their participation in investor visits in Japan and
overseas, conferences held by securities companies, quarterly presentations of financial results and various
other means.

(5) Measures to Control Insider Information

The types of information to be disclosed, basic principles, responsible persons, division in charge, timely
disclosure process and other matters of the “Policy on Timely Disclosure of Material Information” will be

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 published on the Company’s website. During the two weeks immediately preceding announcements of the
full-year and quarterly financial results, the Company shall make absolutely no comments regarding its
business performance estimates. In addition, insider information will be managed by thoroughly and clearly
specifying its confidential classification.

2. Capital Structure
Foreign Shareholding Ratio Less than 10%

[Status of Major Shareholders]

Number of Shares
Name / Company Name Percentage (%)
Owned
Nissan Motor Co., Ltd. 506,620,577 34.03
Mitsubishi Corporation 298,012,214 20.01
The Master Trust Bank of Japan, Ltd. (Trust account) 39,107,900 2.62
Mitsubishi Heavy Industries, Ltd. 21,572,455 1.44
Custody Bank of Japan, Ltd. (Trust account) 15,505,500 1.04
Custody Bank of Japan, Ltd. (Trust account 9) 15,423,500 1.03
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 14,877,512 0.99
BNYMSANV AS AGENT/CLIENTS LUX UCITS NON 12,356,100 0.83
TREATY 1
Custody Bank of Japan, Ltd. (Trust account 5) 11,345,200 0.76
Custody Bank of Japan, Ltd. (Trust account 6) 10,060,900 0.67

Controlling Shareholder (except for Parent Company) ―

Parent Company None

Supplementary Explanation
―

3. Corporate Attributes
Planned Listed Stock Market and Market
Tokyo Stock Exchange, First Section
Section
Fiscal Year-End March
Type of Business Transportation Equipment
Number of Employees (consolidated) as of the
1,000 or more
End of the Previous Fiscal Year
Sales (consolidated) as of the End of the
¥1 trillion or more
Previous Fiscal Year
Number of Consolidated Subsidiaries as of the From 10 to less than 50
End of the Previous Fiscal Year

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4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
―

5. Other Special Circumstances which may have a Material Impact on Corporate Governance
―

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organizational Structure Company with three committees

[Directors]
Maximum Number of Directors Stipulated in
No set maximum
Articles of Incorporation
Term of Office Stipulated in Articles of
1 year
Incorporation
Chairperson of the Board Chairperson
Number of Directors 13

[Matters Concerning Outside Directors]

Number of Outside Directors 11
Number of Outside Directors Designated as
5
Independent Directors

Directors’ Relationship with the Company (1)

Relationship with the Company*

Name Attribute
a b c d e f g h i j k
Tomofumi Hiraku Other
Shunichi Miyanaga From another company
Ken Kobayashi From another company
Main Kohda Other
Yaeko Takeoka Attorney-at-law
Kenichiro Sasae Other △
Kiyoshi Sono From another company
Hideyuki Sakamoto From another company
Yoshihiko Certified public
Nakamura accountant
Joji Tagawa From another company
Takahiko Ikushima From another company
* Categories for “Relationship with the Company”
* “○” when the Director presently falls or has recently fallen under the category;
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 “△” when the Director fell under the category in the past;
* “●” when a close relative of the Director presently falls or has recently fallen under the category;
“▲” when a close relative of the Director fell under the category in the past.

a. Executive of the Company or its subsidiaries

b. Executive or Non-Executive Director of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other
property from the Company besides compensation as an Officer
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
legal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)
(the Director himself/herself only)
i. Executive of a company, between which the Company Outside Officers are mutually appointed (the Director
himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
k. Others

Directors’ Relationship with the Company (2)

Committee or Board

Nominat- Designation
Supplementary
Compensat- as
Name Explanation of Reasons for Appointment
ion Audit Independent
the Relationship
ion Director
Commit- Committee
Committee
tee

▫ Reason for Appointment as

Outside Director
While he does not have
direct experience being
involved in the management
of a company, Mr. Hiraku
has served in a series of
important roles as Director-
General of the Kansai
Bureau and Director-General
of the Manufacturing
Industries Bureau for the
Tomofumi
Hiraku
○ ○ – Ministry of Economy, Trade
and Industry (METI) and
was engaged in energy
policy at the Agency for
Natural Resources and
Energy, possessing broad
experience and knowledge
and a wide network across
industrial fields, and we
expect he will use these
attributes to actively oversee
management of the
Company and provide advice

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 and opinions as Director and
Chairman.

▫ Reason for Designation as

an Independent Officer
There are no circumstances
that would damage
independence in any of the
main elements for
determining independence,
such as a parent company or
sibling company relationship
with the Company, business
partner relationship, or
immediate family
relationship. Mr. Hiraku is
neither significantly
controlled by nor
significantly controlling
operational management of
the Company. Accordingly,
the Company has determined
that Mr. Hiraku is
independent from its
operational management and
has designated him as an
Independent Officer.
▫ Reason for Appointment as
Outside Director
Mr. Miyanaga possesses
considerable experience and
knowledge obtained in
Shunichi corporate management in a
Miyanaga
○ –
manufacturing company, and
we expect he will utilize
those attributes to actively
oversee management of the
Company and provide advice
and opinions.
▫ Reason for Appointment as
Outside Director
Mr. Kobayashi possesses
considerable experience,
achievements and insight on
global business management
nurtured through his career
Ken
Kobayashi
○ － as a corporate manager at a
general trading company that
operates worldwide, and we
expect he will utilize those
attributes to actively oversee
management of the
Company and provide advice
and opinions.
▫ Reason for Appointment as
Main Outside Director
○ ○ ○ － While she does not have
Kohda experience being involved in
the management of a

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 company other than by
means of serving as an
Outside Officer, Ms. Kohda
possesses deep knowledge
about international finance,
keen acumen and objective
perspective as a writer, and
considerable insight and
experience gained as a
Member of the Council of
the Ministry of Finance and
the Ministry of Land,
Infrastructure, Transport and
Tourism, and we expect she
will utilize those attributes to
actively oversee
management of the
Company and provide advice
and opinions.

▫ Reason for Designation as

an Independent Officer
There are no circumstances
that would damage
independence in any of the
main elements for
determining independence,
such as a parent company or
sibling company relationship
with the Company, business
partner relationship, or
immediate family
relationship. Ms. Kohda is
neither significantly
controlled by nor
significantly controlling
operational management of
the Company. Accordingly,
the Company has determined
that Ms. Kohda is
independent from its
operational management and
has designated her as an
Independent Officer.
Yaeko ○ ○ － ▫ Reason for Appointment as
Outside Director
Takeoka While she does not have
experience being involved in
the management of a
company other than by means
of serving as an Outside
Officer, Ms. Takeoka
possesses lengthy experience
as an Audit & Supervisory
Board Member of the
Company and has
distinguished herself as a
lawyer over a long period,
and we expect that she will
use her considerable
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 experience and knowledge as
a legal professional to
actively oversee management
of the Company and provide
advice and opinions.

▫ Reason for Designation as

an Independent Officer
There are no circumstances
that would damage
independence in any of the
main elements for
determining independence,
such as a parent company or
sibling company relationship
with the Company, business
partner relationship, or
immediate family
relationship. Ms. Takeoka is
neither significantly
controlled by nor
significantly controlling
operational management of
the Company. Accordingly,
the Company has determined
that Ms. Takeoka is
independent from its
operational management and
has designated her as an
Independent Officer.
Kenichiro ○ ○ ○ Mr. Sasae ▫ Reason for Appointment as
Outside Director
Sasae entered into an While he does not have
advisory experience being involved in
the management of a
agreement with company other than by means
the Company of serving as an Outside
Officer, Mr. Sasae served in a
that concluded series of important roles at
in May 2019, the Ministry of Foreign
Affairs and possesses broad
but the international understanding
remuneration and experience as a diplomat,
and we expect he will utilize
amount under those attributes to actively
that agreement oversee management of the
Company and provide advice
was less than and opinions.
the standard
▫ Reason for Designation as
amount the an Independent Officer
Company sets There are no circumstances
that would damage
for determining independence in any of the
independence main elements for
determining independence,
(over 10 such as a parent company or
million yen sibling company relationship
with the Company, business
annually) and partner relationship, or
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 the Company immediate family
relationship. Mr. Sasae is
has determined neither significantly
that it does not controlled by nor
significantly controlling
affect Mr. operational management of
Sasae’s the Company. Accordingly,
the Company has determined
independence. that Mr. Sasae is independent
from its operational
management and has
designated her as an
Independent Officer.
Kiyoshi ○ － ▫ Reason for Appointment as
Outside Director
Sono Mr. Sono has a wealth of
experience and extensive
knowledge as a manager of
an international financial
institution, and we expect he
will utilize those attributes to
actively conduct oversee
management of the Company
and provide advice and
opinions.
Hideyuki ○ － ▫ Reason for Appointment as
Outside Director
Sakamoto Mr. Sakamoto has a wealth of
knowledge and experience in
the management of an
automotive manufacturer that
has expanded its business
across the globe, and we
expect that he will utilize
those attributes to actively
oversee management of the
Company and provide advice
and opinions.
○ ○ － ▫ Reason for Appointment as
Outside Director
While he does not have
experience being involved in
the management of a
company other than by
means of serving as an
Outside Officer, Mr.
Nakamura has worked for
many years as a certified
Yoshihiko public accountant and
Nakamura possesses extensive
knowledge as a specialist in
accounting audits, and we
expect that he will utilize
those attributes to actively
oversee management of the
Company and provide advice
and opinions.

▫ Reason for Designation as

an Independent Officer, etc.
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 There are no circumstances
that would damage
independence in any of the
main elements for
determining independence,
such as a parent company or
sibling company relationship
with the Company, business
partner relationship, or
immediate family
relationship. Mr. Nakamura
is neither significantly
controlled by nor
significantly controlling
operational management of
the Company. Accordingly,
the Company has determined
that Mr. Nakamura is
independent from its
management and has
designated him as an
Independent Officer
○ － ▫ Reason for Appointment as
Outside Director
Mr. Tagawa has a wealth of
knowledge and experience in
the management of an
automotive manufacturer
Joji that has expanded its
Tagawa business across the globe,
and we expect that he will
utilize those attributes to
actively oversee
management of the
Company and provide advice
and opinions.
－ ▫ Reason for Appointment as
Outside Director
Mr. Ikushima has a wealth of
knowledge and experience at
an automotive manufacturer
Takahiko that has expanded its
business across the globe,
Ikushima and we expect that he will
utilize those attributes to
actively conduct oversee
management of the
Company and provide advice
and opinions.

[Committees]
Members and chairperson of each committee
All Members Full time Internal Outside Chairperson
(No. of Member Director Director (No.
Members) (No. of (No. of of Members)
Members) Members)
Nomination 5 0 0 5 Outside Director
Committee
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 Compensation 5 0 1 4 Outside Director
Committee
Audit 5 1 1 4 Outside Director
Committee

[Executive Officers]
Number of Executive Officers 12

Concurrent Positions Held

Right to Concurrently Serves as a Director (Y/N) Concurrently
Name Represent Nomination Compensation Serves as an
(Y/N) Committee Committee Employee (Y/N)
Takao Kato Y Y × ○ N
Hiroshi Nagaoka Y N × × N
Yoichiro Yatabe Y N × × N
Koji Ikeya Y N × × N
Hitoshi Inada N N × × N
Yukihiro Hattori N N × × N
Noboru Tsuji N N × × N
Noriaki Hirakata N N × × N
Koji Yamada N N × × N
Koichi Namiki N N × × N
Mitsunori Kitao N N × × N
John Signoriello N N × × N

[Audit & Supervisory Framework]

Presence of Directors and employees who
Y
assist the duties of the Audit Committee (Y/N)
Matters relating to the independence of such Directors and employees from Executive Officers
The Audit Committee Office was established as the secretariat assisting the Audit Committee, and
dedicated personnel necessary to assist the Audit Committee Members are appointed by the head of the
office. The Company seeks the opinion of the Audit Committee prior to transfers of personnel to the
Audit Committee Office, and the Audit Committee Members conduct personnel evaluations of such
employees.
Cooperation among Audit Committee Members, Accounting Auditors and Internal Audit Divisions
Cooperation between Audit Committee Members and Accounting Auditors
The Audit Committee Members work towards the mutual exchange of information by receiving
information on the auditing system, auditing plans and the status of implementation of audits from the
Accounting Auditor, and at the same time explaining their own auditing plans and audit implementation
status. Moreover, the Accounting Auditors also attend regular meetings with the Internal Audit
Department, one of the internal audit divisions, the Company believes the foregoing are effective forums
for information exchange.

Cooperation between Audit Committee Members and Internal Audit Divisions

Within the Internal Audit Office, the Company has established the Internal Audit Department and the
Quality Audit Department as internal audit divisions of the Company. The Audit Committee Members
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 regularly hold meetings with the Internal Audit Department 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 Department on the status of the Audit Committee Members’ audits.

[Independent Officers]
Number of Independent Officers 5
Other Matters relating to Independent Officers
All Outside Officers who qualify to be an independent officer are designated as Independent Officers.
The independence standards for the Company’s Outside Directors are as follows.

Independence Standards for Outside Directors

The Company’s Outside Directors must occupy a neutral position, independent from the Company’s
operational management and must not be:
(1) An executive of a major shareholder*1 of the Company;
(2) (i) An executive of a major business partner*2 of the Company, (ii) a company that considers the
Company a major business partner, or (iii) a parent company or subsidiary of (i) or (ii) above;
(3) An executive of a major lender*3 of the Company, or their parent company or a subsidiary;
(4) A person belonging to an auditing corporation that conducts statutory audits of the Company;
(5) A consultant, accounting specialist such as a certified public accountant, or legal expert such as a
lawyer who receives significant fees*4 or other property from the Company other than their compensation
as an Officer (or, if it is an organization such as a corporation or partnership that receives such property,
a person belonging to such organization);
(6) An executive of another company that has relationship of mutual appointment of Officers with the
Company;
(7) An executive of an organization that receives large*4 donations or aid from the Company;
(8) A person who met the criteria set forth in any of (1) through (7) in the last three years;
(9) A person whose close relative (within two degrees of relationship) currently meets the criteria set
forth in any of (1) through (7);
(10) A person who has served a total of more than eight years as an Outside Director; or
(11) Any other person who may be viewed as having a strong relationship with the Company when
substantially or comprehensively taking into account other circumstances.
*Note 1: Major shareholder means a party holding 10% or more of voting rights.
*Note 2: Major business partner means a business partner of the company where the trading volume
exceeds 2% of the Company’s annual consolidated net sales or the other company’s annual
consolidated net sales for the most recent business year.
*Note 3: Major lender means a financial institution that lends money to the Company where the
amount loaned exceeds 2% of the consolidated total assets of the Company at the end of the most
recent business year.
*Note 4: Consideration received from the Company is at least 10 million yen for the year.

[Incentives]
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 Incentive Policies for Directors and Executive Introduction of Performance-based Remuneration
Officers System / Other policies
Supplementary Explanation
The implementation status of initiatives for the grant of incentives to Executive Officers for FY2020 and the
policy for initiatives for the grant of incentives to Directors and Executive Officers for FY2021 are
summarized in the Annual Securities Report. A stock option system was employed for performance-based
remuneration up to and including FY2019, but a trust-type equity-linked compensation plan called the Board
Incentive Plan (BIP) Trust system has been introduced for performance-based remuneration from FY2020
onward.

Recipients of Stock Options Others

Supplementary Explanation
Stock options are available for Executive Directors in order to facilitate a compensation system that
makes clear the link between performance and remuneration.

[Director and Executive Officer Remuneration]

Disclosure of Individual Directors’
Partial individual disclosure
Remuneration
Disclosure of Individual Executive Officers’ Partial individual disclosure
Remuneration
Supplementary Explanation
Individual disclosure for persons whose total remuneration was 100 million yen or more in FY2020
is conducted in “4. Information about corporate governance, etc.” in “IV. Information about
Reporting Company” of the FY2020 Annual Securities Report.
https://www.mitsubishi-motors.com/en/investors/library/yuka.html

Policy on Determining Remuneration Amounts

Established
and Calculation Methods
Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The policy on determining remuneration amounts and calculation methods for Directors and Executive
Officers in FY2020 and FY2021 are set forth in the Annual Securities Report.

[Support System for Outside Directors]

With respect to the Board and each committee, the Corporate Management Office acts as the secretariat for
the Board, Nomination Committee, and Compensation Committee. The Audit Committee Office has been
created as the secretariat for the Audit Committee and provides support for Outside Directors. Whenever a
meeting of the Board or another committee is held, their respective secretariat sends materials in advance, as
well as provides explanations in advance as may be necessary to facilitate a thorough advance examination
of the issues. The Audit Committee Office has the necessary number of employees assigned to it as dedicated
personnel.
Additionally, the Company has put in place procedures to facilitate an effective audit function by Outside
Directors, including providing Outside Directors with the opportunity to inspect business locations in Japan
and overseas and opportunities for dialogue to deepen their understanding of the Company’s business.

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2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
As part of the goal of further strengthening corporate governance, since June 21, 2019 the Company has
changed to 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
in order to safeguard the soundness and transparency of management and (iii) realize agile execution of
business in order to rapidly respond to changes in the business environment.

(1) Board and Directors

The Board makes decisions on important management issues and oversees the execution of business by
Executive Officers. As described above, as of June 23, 2021, the Board consists of 13 Directors, 11 of whom
are Outside Directors with considerable experience and a high level of knowledge, etc. Furthermore, the
Company has filed a notification to the Tokyo Stock Exchange (hereinafter referred to as the “TSE”) to the
effect that five of the Outside Directors are Independent Officers.
The status of attendance at Board meetings by each Director in FY2020 was as follows:
Tomofumi Hiraku*1: -
Takao Kato: 16 of 16 meetings (100%)
Kozo Shiraji: 16 of 16 meetings (100%)
Shunichi Miyanaga: 16 of 16 meetings (100%)
Ken Kobayashi: 16 of 16 meetings (100%)
Main Kohda: 16 of 16 meetings (100%)
Yaeko Takeoka: 14 of 16 meetings (87%)
Kenichiro Sasae: 16 of 16 meetings (100%)
Kiyoshi Sono: 14 of 16 meetings (87%)
Hideyuki Sakamoto: 14 of 16 meetings (87%)
Yoshihiko Nakamura*2: 13 of 13 meetings (100%)
Joji Tagawa*2: 13 of 13 meetings (100%)
Takahiko Ikushima*2: 13 of 13 meetings (100%)

*Note 1: This Director’s date of assumption of office was June 23, 2021, so the Director was not eligible
to attend Board meetings during FY2020.
*Note 2: This Director’s date of assumption of office was June 18, 2020, so the number of Board meetings
the Director was eligible to attend during FY2020 differs from that of the other Directors.

(2) Committees
The Board has the following three statutory committees, the majority of the members for which are
Outside Directors, and thereby the Company has developed a system under which the Board oversees
Directors and Executive Officers as well as facilitating the Company’s corporate governance functions.

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(i) Nomination Committee

The Nomination Committee makes decisions on resolution proposals for the appointment and dismissal
of Directors to be submitted to the General Meeting of Shareholders. The Nomination Committee is
also in charge of making decisions on appointment and dismissal proposals for Executive Officers and
Corporate Officers to be submitted to the Board and deliberating matters such as appointment and
dismissal standards for Directors, Executive Officers, and Corporate Officers and appointment and
dismissal proposals and succession plans for the Company’s Executive Officer and President. The
Nomination Committee consists of five Outside Directors, and an Independent Outside Director (Main
Kohda) serves as the chairperson.
The status of attendance at Nomination Committee meetings by each committee member in FY2020
was as follows:
Main Kohda: 6 of 6 meetings (100%)
Ken Kobayashi: 6 of 6 meetings (100%)
Kenichiro Sasae: 6 of 6 meetings (100%)
Hideyuki Sakamoto*1: 5 of 5 meetings (100%)
Tomofumi Hiraku*2: -
*Note 1: This committee member’s date of assumption of office was June 18, 2020, so the number of
Nomination Committee meetings the committee member was eligible to attend during FY2020 differs
from that of the other committee members.
*Note 2: This Director’s date of assumption of office was June 23, 2021, so the committee member was
not eligible to attend Nomination Committee meetings during FY2020.

(ii) Compensation Committee

The Compensation Committee deliberates and determines the policy for determining matters such as
the remuneration of Directors and Executive Officers, as well as matters such as the details of individual
remuneration. The Nomination Committee consists of four Outside Directors and one Internal Director,
and an Outside Director (Shunichi Miyanaga) serves as the chairperson.
The status of attendance at Compensation Committee meetings by each committee member in FY2020
was as follows:
Shunichi Miyanaga: 9 of 9 meetings (100%)
Main Kohda: 8 of 9 meetings (89%)
*1
Kenichiro Sasae : -
Joji Tagawa*2: 6 of 6 meetings (100%)
Takao Kato: 9 of 9 meetings (100%)
*Note 1: This committee member’s date of assumption of office was June 23, 2021, so the committee
member was not eligible to attend Compensation Committee meetings during FY2020.
*Note 2: This committee member’s date of assumption of office was June 18, 2020, so the number of
Compensation Committee meetings the committee member was eligible to attend during FY2020 differs
from that of the other committee members.

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 (iii) Audit Committee

Among other activities, the Audit Committee audits the execution of duties by Directors and Executive
Officers, prepares audit reports, and implements internal investigations based on the judgment of the
Board. The Audit Committee consists of four Outside Directors and one Internal Director, and an
Independent Outside Director (Yaeko Takeoka) serves as the chairperson.
The status of attendance at Audit Committee meetings by each committee member in FY2020 was as
follows:
Yaeko Takeoka: 15 of 15 meetings (100%)
Kiyoshi Sono: 12 of 15 meetings (80%)
Yoshihiko Nakamura*1: 11 of 11 meetings (100%)
Takahiko Ikushima*2: -
Kozo Shiraji: 15 of 15 meetings (100%)
*Note 1: This committee member’s date of assumption of office was June 18, 2020, so the number of
Audit Committee meetings the committee member was eligible to attend differs from that of the other
Directors.
*Note 2: This committee member’s date of assumption of office was June 23, 2021, so the committee
member was not eligible to attend Audit Committee meetings during FY2020.

(3) Executive Officers

Executive Officers make decisions on the execution of business and execute the business of the Company,
with the Executive Officer and President as the head of the executive departments entrusted with execution
of business in general by resolution of the Board. The Executive Officer and President delegates his or her
authority to Executive Officers and Executive Vice Presidents and other Executive Officers in charge of
departments with important functions and holds control over the shared business execution framework. As
of June 23, 2021, there were 12 Executive Officers (including the Executive Officer and President).

(4) Corporate Officers

Corporate Officers manage the functions or business of the Company within a certain scope, pursuant to
delegation by the Board or the Executive Officer and President, and carry out business. As of June 23, 2021,
there were 10 Corporate Officers.

(5) Overview of the Decision-Making Process in the Execution of the Business of the Company and Related
Committees
The Company has in place a management framework under which the Board chiefly delegates the
authority to make decisions on the execution of business to the Executive Officer and President, who is the
head of the executive departments, and in addition to the Executive Officer and President, Executive
Officers and Executive Vice Presidents have authority and responsibilities as persons in charge with respect
to the execution of business within the scope of their duties based on the instructions of the Executive
Officer and President. Each Executive Officer and Corporate Officer receives sub-delegation of the
Executive Officer and President’s decision-making authority, pursuant to the Company’s DOA Regulations.

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 These mechanisms are aimed at accelerating the execution of business and improving the transparency of
the decision-making process.
In addition, the following advisory bodies have been established and are operating to assist the appropriate
exercise of the Executive Officer and President’s business execution decision-making authority.
・The Executive Committee (EC) deliberates important management matters of the Company as an
advisory body to the Executive Officer and President.
・The Product Decision Meeting (PDM) deliberates and confirms important matters relating to product
development projects as an advisory body to the Executive Officer and President with respect to
product development.
The Company has also established the following company-wide committees to enhance and streamline
the internal control response pursuant to laws and regulations.
The Internal Control Committee is chaired by the Executive Officer and President, and promotes internal
controls under the Companies Act. In addition to the three committees within the Internal Control
Committee (the Compliance Committee, the Information Security Committee, and the BCM (Business
Continuity Management) Committee), the J-SOX Promotion Committee has been established, which is
chaired by an Executive Officer and Executive Vice President (CFO) and handles internal controls
regarding financial reporting under the Financial Instruments and Exchange Act.

(6) Audits
(i) Audit Committee Audits
The Company’s Audit Committee gathers information and conducts organizational audits in relation
to the implementation and operation status for internal control systems (including internal controls
pertaining to financial reporting), such as those for main affiliates in Japan and overseas, status of
progress with and operation of compliance activities, verification of the appropriateness of risk
evaluations, and risk management frameworks and the like, through Audit Committee meetings that
are held monthly in principle and other meetings with Internal Audit Divisions, interviews with
Executive Officers, and the like, based on audit policy and audit plans.

(ii) Internal Audits

The Company has established internal audit departments (the Internal Audit Department and the
Quality Audit Department) in the Audit Division (an independent organization reporting directly to
the Executive Officer and President) and these departments systematically conduct internal audits
based on the annual audit plan.
The Internal Audit Department conducts audits to determine whether operational management of the
Group is being conducted with transparency using appropriate processes. The Quality Audit
Department conducts audits regarding the proper execution of the Group’s work related to product
quality. Audit results from internal audits conducted by the Audit Division are reported directly to the
Executive Officer and President.

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 (iii) Accounting Audits
a. Name of audit corporation
Ernst & Young ShinNihon LLC
b. Period of continued auditing
36 years
c. CPAs conducting audits
Designated and Engagement Partners Yoji Murohashi, Takeshi Saida, and Taichi Muto.
d. Organization of assistants relating to the audit work
CPAs: 22; Other: 46
e. Audit corporation appointment and dismissal policy
The Audit Committee shall dismiss the Accounting Auditor based on the unanimous agreement
of all Audit Committee Members if the Accounting Auditor is found to fall under the particulars
provided in any of the Items in Article 340(1) of the Companies Act.
In addition, if the Audit Committee determines it is necessary, such as if there is an impediment
to the Accounting Auditor’s performance of duties, the Audit Committee may propose dismissing
or not rehiring the Accounting Auditor as an agenda item for a General Meeting of Shareholders.
Decisions on the appointment of Accounting Auditors are made based on the above policy and
the results of an evaluation using the Accounting Auditor Evaluation Standards set forth by the
Audit Committee.
f. Evaluation of audit corporations by the Audit Committee
The Audit Committee conducts annual evaluations of the audit corporation’s quality control,
audit team suitability, appropriateness of audit fees, effectiveness of communication with the
Audit Committee, effectiveness of communication with top management, appropriateness of
group audits and appropriate evaluation of the risk of misconduct by, and qualifications of, the
audit corporation, based on the Accounting Auditor Evaluation Standards.

(7) Status of Development of a Risk Management Framework

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 The Company has established a risk management system for the entire Group and is promoting its
improvement through three risk management activities: “priority risk management,” “departmental risk
management” and “affiliated company risk management.”
For priority risk management, the Company selects risks faced by the entire Group with a high level of
potential impact and high urgency and is working to minimize risk at as early a stage as possible by
establishing a “risk owner” for each risk.
For departmental risk management, under the “risk supervisors” appointed at headquarters and each
manufacturing site, the Company goes through the “Plan-Do-Check-Action” or PDCA cycle of
identification of each inherent risk, evaluation, planning and implementation of countermeasures, and
monitoring, with the intention of minimizing risk.
For affiliated company risk management, the Company regularly checks the status of activities (such as
measures for various risks at the Group and business continuity plan (hereinafter referred to as “BCP”)
improvement) and proposes and guides improvements as necessary.
These risk management initiatives are regularly reported to the Board as major internal control activities,
and their efficacy is verified.
In addition, the Company operates an emergency information contact system to enable swift
communication of information to top management and speedy and accurate response in the event
unforeseen circumstances occur. In particular, in order to establish a crisis management system for the
occurrence of a serious incident, the Company has created an emergency response manual which provides
for the setup of an emergency response organization and the clarification of the chain of command. The
Company has also prepared a system to take appropriate measures in response to the reporting of a serious
incident.
The Company’s basic policy in times of disaster, such as earthquake or other natural disaster or an
outbreak of infectious disease, is to ensure the safety of customers and employees and their families and to
assist local communities. The Company prepares disaster countermeasures and BCPs to this end.
As disaster countermeasures, the Company conducts drills in communicating among various
manufacturing facilities and Group companies on the basis of a presumed emergency. As preparations
against the possibility that employees will be unable to return to their homes and need to stay at
headquarters for a three-day period, the Company conducts initiatives for communicating with local
municipal authorities in order to ensure means through which they can communicate with their families
and receive emergency supplies.
As BCPs, the Company has formulated plans of operation in the case of a large-scale earthquake or major
outbreak of infectious disease. The Company works to improve these BCPs through regular drills and
communication among individual regions.
Further, in light of the recent spread of COVID-19, the Company newly established a “BCM (Business
Continuity Management) Committee” from FY2020 and has endeavored to promote BCM activities on a
regular basis.
(8) Execution of Limitation of Liability Agreements with Directors
The Company has entered into agreements with all non-executive Directors (Mr. Tomofumi Hiraku, Mr.
Shiraji Kozo, Mr. Shunichi Miyanaga, Mr. Ken Kobayashi, Mr. Hiroshi Karube, Ms. Main Kohda, Ms.
- 21 -
 Yaeko Takeoka, Mr. Kenichiro Sasae, Mr. Kiyoshi Sono, Mr. Hideyuki Sakamoto, Mr. Yoshihiko
Nakamura, Mr. Joji Tagawa, and Mr. Takahiko Ikushima) limiting their liability as provided in Article
423(1) of the Companies Act to the greater of ¥70,000 or the minimum amount prescribed in Article 425(1)
of the Companies Act.

3. Reasons for Adoption of Current Corporate Governance System

Presented at the beginning of “2. Matters on Functions of Business Execution, Auditing, Oversight,
Nomination and Remuneration Decisions (Overview of Current Corporate Governance System)” above.

III. Implementation of Measures for Shareholders and Other Stakeholders

1. Efforts to Stimulate the General Shareholder Meetings and Facilitate the Exercise of Voting Rights
Supplementary Explanations
Early Dispatch of Convocation The Company sends convocation notices early—about three weeks before the
Notice date of the General Meeting of Shareholders.
Scheduling Annual General Held to avoid peak days.
Meetings of Shareholders
Avoiding Peak Days
Allowing Electronic Exercise The Company has enabled the electronic exercise of voting rights (via the
of Voting Rights Internet) since the 45th Ordinary General Meeting of Shareholders held on
June 25, 2014.
Participation in Electronic The Company has been participating in an electronic voting platform for
Voting Platform institutional investors operated by Investor Communications Japan, Inc.
(hereinafter referred to as “ICJ”) since the 45th Ordinary General Meeting
of Shareholders held on June 25, 2014.
Providing Convocation Notice The Company posts convocation notices in English on its website as well as
(Summary) in English on the Timely Disclosure Network (hereinafter referred to as “TDnet”)
operated by the TSE and the voting platform for institutional investors
operated by ICJ in an effort to disclose information to overseas and foreign
investors.
Other ▪ Convocation notices for Ordinary General Meetings of Shareholders and
other materials related to shareholder meetings are published on the
Company’s website.
▪ Before being sent, convocation notices are published on the Company’s
website, TDnet, and the voting platform for institutional investors operated
by ICJ at least three weeks before the General Meeting of Shareholders to
ensure a sufficient period of time for shareholders to consider proposals
▪ Ordinary General Meetings of Shareholders are streamed live on the Internet
for shareholders. (Japanese version only)
▪ The Company makes available partially edited recordings of each meeting
for approximately one month after the close of that meeting. (Japanese
version only)

2. IR Activities
Supplementary Explanations Explanation by
Representative
in Person
Preparation and Publication of The Company has prepared the “Policy on Timely ―
Disclosure Policy Disclosure of Material Information” which is published on
its website.

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 Regular Investor Briefings for The Company holds yearly and quarterly financial results Yes
Analysts and Institutional meetings.
Investors
Regular Investor Briefings for The Company holds overseas roadshows (visits to Yes
Overseas Investors investors) and participates in IR conferences, etc. for
overseas investors. The Company also conducts
simultaneous translation in Japanese and English at its
presentations of financial results and publishes on the
Company’s website written English-language explanatory
materials and English-language explanatory videos for
financial results announcements.
Posting of IR Materials on In the “Investors” section of the Company’s website, the ―
Website Company sets forth a message from top-level management,
a corporate profile, the mid-term business plan, financial
results information and explanatory materials (including
streamed presentations of financial results), financial
information (yuka shoken hokoku sho), integrated reports,
sustainability reports, convocation notices of, and notices
of resolutions for, Annual General Meetings of
Shareholders, stock price and share information, credit
rating information, the “Policy on Timely Disclosure of
Material Information,” matters relating to corporate
governance, and various other information.
(Japanese)
https://www.mitsubishi-motors.com/jp/investors/
(English)
https://www.mitsubishi-motors.com/en/investors/
Establishment of Department The Company has established the IR Office as a specialized ―
and/or Manager in Charge of department. There are five staff members as of April 30,
IR 2021.
Other The Company holds factory tours, test drive events and ―
other events for shareholders and investors as appropriate
to deepen understanding of its business activities, but these
events are currently suspended due to the COVID-19
pandemic.

3. Measures to Ensure Due Respect for Stakeholders

Supplementary Explanations
Stipulation of Internal Rules The Company respects the position of its stakeholders and, to fulfill its
for Respecting the Position of corporate social responsibility (hereinafter referred to as “CSR”), has
Stakeholders established the Mitsubishi Motors Corporation Global Code of Conduct as a
standard with which all Officers and employees of the Company must
comply.
The Company has also formulated a “Mitsubishi Motors Human Rights
Policy” for the purpose of conducting business activities that respect human
rights. These polices have been rolled out to, and must be observed by, its
entire Group.
Implementation of In accordance with the Vision & Mission established in April 2018, the
Sustainability Activities, Company identifies material issues in the environmental, social, and
Including Environmental governance domains and seeks to contribute to resolving those issues through
Activities its business activities. With respect to the environment in particular, the
Company formulated the “New Environmental Plan Package” in October
2020 as a mid- to long-term policy and goal in light of social trends since the
adoption of the Paris Agreement. By 2030, the Company aims to cut CO2
emissions in new vehicles by 40% (compared to FY2010 levels), have an
electric vehicle sales ratio of 50%, and cut CO2 emissions from business
- 23 -
 activities by 40% (compared to FY2014 levels), in order to contribute to the
realization of a society with net-zero CO2 emissions by 2050.
With respect to these activities, the Company’s Sustainability Committee,
chaired by the Executive Officer and President, deliberates goals for each
business year and monitors the status of execution in order to produce tangible
outcomes. Policies and other important matters are deliberated by and
reported at meetings of the Board. The Company also prepares a
Sustainability Report each year and discloses the results of its activities inside
and outside the Company on its website.
https://www.mitsubishi-motors.com/en/sustainability/?intcid2=csr
Development of Policies on In connection with its goal of appropriate and timely disclosure of
Information Provision to information that may have an effect on the investment decisions of
Stakeholders shareholders and investors, the Company has prepared and announced its
“Policy on Timely Disclosure of Material Information”. This policy stipulates
the types of information to be disclosed, basic rules for disclosure, persons
and departments in charge of disclosure, the disclosure process and various
other matters.
Other Matters As of June 23, 2021, the Company has three female officers, and as of June
2021, there are 80 women in management positions, of whom 13 are at the
general manager level.
To further promote the active involvement of female employees, the
Company formulated an action plan to promote womenʼs advancement in
April 2021 based on the Act on Promotion of Womenʼs Participation and
Advancement in the Workplace and set a goal of raising the percentage of
female employees who are candidates for management positions from 12%
as of the end of FY2020 to 15% by the efforts made by the end of FY2023,
and is endeavoring to create a working environment where more female
employees can work in positions of responsibility and realize their diverse
potential.

IV. Matters Related to the Internal Control System

1. Basic Views on Internal Control System and the Progress of System Development
The Company has created the Vision & Missions so that looking into the future all employees of the Group
can act as a unit with a shared concept. In addition, the Company has established MMC WAY, which represents
the frame of mind and behavior that each one of its employees should be in for Missions in order to realize
the Vision, and the Mitsubishi Motors Corporation Global Code of Conduct serves as the foundation for these
provisions and the norms to be followed by all Officers and employees.

In addition, the Board passed a resolution to adopt the “Basic Policy on Internal Control Systems” on June
21, 2019, in order to establish a system to ensure appropriateness of operations, which is set forth below:

1. System to ensure that performance of duties of Executive Officers and employees of the Company conforms
to laws and the Articles of Incorporation
(1) In addition to establishing the Mitsubishi Motors Corporation Global Code of Conduct, building an
organizational framework and implementing education and training for the observance of laws, the Articles
of Incorporation, and social rules and manners, the Company established an internal contact point and uses
information gathered through such means for the prevention, correction and prevention of recurrence.
(2) The Company appoints Outside Directors to oversee the Company’s management, and works to achieve
successful oversight thorough audits by the Audit Committee, including Audit Committee Members who are
Outside Directors.
(3) The Company’s Internal Audit Division strictly audits whether the operational performance of the
Company is in violation of laws, the Articles of Incorporation, Company regulations or other rules. If such
department finds a problem, it is to report it to the relevant Director or other parties and thereafter regularly
confirm the status of improvement in regards to such issue.

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(4) The Company’s Internal Control Committee, which is chaired by the CEO and assigned the Global Risk
Control Officer as a vice chairman, was established as a core organization that oversees matters related to
internal control in compliance with Companies Act.

2. Rules and other systems concerning management of risk of losses by the Company
(1) For risks in the course of the Company’s business, the Company has clearly established standards for
resolutions at the Board meetings and the Executive Committee meetings in the Rules of the Board and the
Rules of the Executive Committee, respectively, and operates based on such.
(2) The Company appoints a person responsible for risk management at the organizational level in each
department or other division of the Company and works to establish and strengthen its risk management
system centered on such person.
(3) The Company has established an organization responsible for risk management and works to set up and
strengthen a companywide risk management framework.
(4) To prepare, in the case of the occurrence of an unforeseen incident, information is promptly conveyed to
Directors and others to set up a system that can respond promptly and accurately.

3. System to ensure that Executive Officers of the Company efficiently execute their duties
(1) The Company works to maintain and improve management efficiency by establishing companywide
management plans and clarifying specific business targets and execution methods for a functional
organization. The Board regularly receives reports on the status of implementation.
(2) The Company makes clear the responsibilities and authority of the Directors and Executive Officers, and
promotes the efficient execution of the duties of the Board and the Executive Committee based on the Rules
of the Board, the Rules of the Executive Committee and various other rules.
(3) In order to set up a system for efficient organizational operation and business execution and establish a
system facilitating rapid and agile decision-making for important issues for the Company, the Board broadly
delegates business execution to Executive Officers, within the scope permitted by law, to ensure that the
Directors’ performance of their duties is conducted efficiently.
(4) The Company works to maintain and improve an objective and transparent delegation of authority
procedure for the purpose of expedited and clear decision making processes as well as ensuring consistent
decision-making.

4. System for preservation and management of information concerning the execution of the duties of the
Executive Officers of the Company
Based on internal regulations and other rules, the Company prepares information on the execution of the
Executive Officers’ duties as written documents and electronic data. The Company appropriately manages
such documents by establishing a person in charge and stipulating the preparation method, preservation
method, preservation period, copying and disposal method, and so forth according to the importance of the
information.

5. System to ensure the proper operation of business in the Group

(1) The Company ensures the proper operation of the business of Group by stipulating the supervisory
organization of each of its subsidiaries and the responsibilities and authority, management method and other
matters related to management of its subsidiaries through its internal regulations and other rules.
(2) The Company works to set up and enhance frameworks for proper business execution, observance of the
Mitsubishi Motors Corporation Global Code of Conduct and business audits by the Officers and employees
of its subsidiaries in conformance with laws and the Articles of Incorporation through guidance and
management of its subsidiaries in accordance with a subsidiary’s size, business conditions and other factors.
(3) The Company strives to set up and strengthen risk management systems at its subsidiaries through
guidance for a subsidiary on implementation of risk management and other means, in accordance with a
subsidiary’s size, business conditions and various other factors.
(4) The Company works to promote the strengthening, development and rationalization of its subsidiaries
through guidance and management of a subsidiary, other means in line with its rules for managing the business
of the Group and other internal regulations and rules, in accordance with a subsidiary’s size, business
conditions and various other factors.
(5) The Company establishes rules for managing the business of the Group and other internal regulations and
rules so that prior or subsequent explanations and reports are made to the Company concerning its subsidiaries’
business, results, financial condition and other important information.

- 25 -
(6) The Company and its subsidiaries ensure the adequacy of their respective financial information by setting
up the necessary organizations, internal regulations and other rules for the preparation and disclosure of
reliable financial reports.

6. Directors and employees assist the duties of the Audit Committee of the Company
The Company has established an organization for assisting in the duties of the Audit Committee and has
assigned full-time personnel thereto.

7. Independence of Directors and employees in the preceding paragraph from Executive Officers of the
Company and ensuring effectiveness of instruction by the Audit Committee to such Directors and employees
(1) Employees who assist the Audit Committee in its duties are not concurrently employees of any other
Executive Officer Committee or division and carry out such duties by receiving instructions exclusively from
the Audit Committee.
(2) The Company seeks the prior opinion of the Audit Committee concerning transfers of dedicated personnel
to assist in the Audit Committee’s duties. In addition, the Audit Committee conducts an evaluation of such
full-time personnel.

8. System for Directors (excluding Directors who are Audit Committee Members), Executive Officers, and
employees of the Company, and Directors, Audit Committee Members and other Officers and employees of
the Company’s subsidiaries, or persons receiving reports from the foregoing parties, to report to the Audit
Committee and other systems for reporting to the Audit Committee
(1) The Audit Committee of the Company attends meetings of the Board and other important meetings as a
matter of course.
(2) The Company is thorough in setting up and operating a framework for reliably providing the Audit
Committee with information from within the Company and its subsidiaries on management, compliance and
various other matters.
(3) Officers and employees of the Company and its subsidiaries promptly make appropriate reports on items
related to the duties of the Audit Committee when required to do so.
(4) Executive Officers shall immediately report to an Audit Committee Member any facts they discover that
pose a risk of causing significant damage to the Company.

9. System to ensure that persons who have submitted a report described in paragraph 8 shall not receive any
disadvantageous treatment due to submission of such report
The Company prohibits disadvantageous treatment of Officers and employees of the Company or its
subsidiaries who have made reports directly or indirectly to the Audit Committee of the Company related to
having given such report and makes this prohibition generally known among Officers and employees of the
Company and its subsidiaries.

10. Procedure for advance payment or reimbursement of expenses incurred in the execution of their duties
(limited to those relating to the execution of the duties of the Audit Committee) by Audit Committee Members
of the Company, and other policies for processing expenses and debts incurred in the execution of such duties
When an Audit Committee Member of the Company requests an advance or other payment for expenses from
the Company for the execution of their duties pursuant to Article 404(4) of the Companies Act, the Company
promptly processes such expenses or debt after deliberation by the department in charge, except in cases
where it is proven that the expenses or debt in such request were not necessary for the execution of the duties
of such Audit Committee Member.

11. System to ensure that other audits by the Audit Committee are conducted effectively
The Audit Committee of the Company aims for appropriate communication and effective execution of their
auditing duties by engaging in regular exchanges of views with the CEO and by working to cooperate with
the Internal Audit Division and the Accounting Auditor.

12. System to exclude anti-social forces

The Company and its subsidiaries take a resolute stance and response as an organization in its entirety, against
illegal demands from anti-social forces that threaten to disrupt the order and safety of our society and will
take measures to reject any relationship with anti-social forces.

*Note: The Company changed the name of the title “Executive Officer and CEO” to “Executive Officer,
President & CEO” as of April 1, 2021.

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2. Basic Views on Eliminating Anti-Social Forces
As stated above in “12. System to exclude anti-social forces.”

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures Not Adopted

Supplementary Explanation
―

2. Other Matters Concerning the Corporate Governance System

The Company shall conduct timely disclosure based on the “Policy on Timely Disclosure of Material
Information” set forth below.

Policy on Timely Disclosure of Material Information

1. Objectives of the Policy
The Company believes that, in order to fulfill its CSR, it is important that it achieves accountability by
disclosing timely and appropriate information to its stakeholders. Furthermore, the Company believes that
achieving this will contribute to increasing management transparency.
Therefore, the Company has decided to carefully comply with the TSE’s “Rules Concerning Timely
Disclosure” and to formulate and carefully follow a policy which clearly states the types of information to be
disclosed, the basic principles of disclosure, the responsible persons, division in charge, the disclosure process
and various other matters.

2. Types of Disclosed Information

The information covered by this policy shall include “information related to the Company’s business,
operations, or performance which has a significant effect on securities investment decisions” (hereinafter
referred to as “material information”) that the TSE requires to be disclosed in a timely and appropriate
manner based on its “Rules Concerning Timely Disclosure”.

3. Basic Principles of Disclosure

The Company shall comply with the following four basic principles when engaging in the timely disclosure
of material information.
(1) Transparency
Disclose information in accordance with the facts regardless of its content.
(2) Timeliness
Disclose information in a timely manner and without delay.
(3) Fairness
Endeavor to ensure that information is transmitted fairly to our various stakeholders.
(4) Continuity
Ensure continuity of the contents of the information disclosed.

4. Person Responsible for the Timely Disclosure of Material Information

The person responsible for handling information has been appointed in accordance with TSE rules.

5. Roles of the Division in Charge of Timely Disclosure

The division in charge of IR activities shall also be in charge of timely disclosure and shall fulfill the following
roles.
(1) Liaison with the TSE
Liaison with the TSE regarding the timely disclosure of material information.
(2) Disclosure of material information

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 The persons responsible shall disclose information for decisions on material information, facts which occur
regarding material information and Company earnings information in a timely and appropriate manner. They
shall carry out the process from gathering to disclosure of material information as shown in the attachment.
(3) Maintenance of the timely disclosure structure
(i) Preparation and improvement
The persons responsible shall develop and, as necessary, improve the disclosure structure, for example by
establishing information transmission routes for the timely and appropriate disclosure of material information.
(ii) Education about the significance of timely disclosure
Educate executives and regular employees about the significance of timely disclosure of material information.

6. Other Policies
(1) Handling the spread of market rumors
As a general rule, the Company shall not comment on inquiries about market rumors. However, if the
Company judges that not responding to the rumor could have a serious impact on the Company, it shall
correspond with external parties in an appropriate manner.
(2) Establishment of a silent period
The Company shall make absolutely no comments regarding its business performance estimates during the
two weeks immediately preceding announcements of the full-year and quarterly business results.

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Diagram of Governance Framework including Outline of Internal Control System

General Meeting of Shareholders

Remuneration
Report Audit/Report Board of Directors Decisions
Accounting
Auditor Nomination Compensation
Audit Committee
Cooperation Committee Committee
Accounting
audit
Audit Remuneration
Appointment Decisions
/Dismissal
Right to propose Delegation of Report/submission
dismissal authority for agenda (Executive departments)
Supervision
Cooperation
Structure of meetings
related to internal control
Instruction/report
(Specific case such as Executive Officer Internal Control Committee
misconduct) EC (Executive Committee) and President
PDM (Product Decision Report
Meeting)
J-SOX Promotion Committee

Quality audit Audit Division

Internal audit
Executive Officers
Quality audit and Executive Vice Presidents Report Instruction
Subsidiaries Internal audit
and Affiliates

Executive Officer
Departments a nd Executive Vice President (CFO)

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