Corporate Principles

Corporate Vision

The Trust Bank's Corporate Vision conforms to MUFG policies. Please see MUFG's website for details.

Corporate Vision

The Trust Bank's Goal

The Trust Bank sincerely hopes and endeavors to be valued as the "Best" from all stakeholders including our customers, shareholders and the society. Our Goal is stated as follows:

Best Trust Bank For You

Ethical Framework

The Trust Bank's Ethical Framework and Code of Conduct conform to MUFG policies. Please see MUFG's website for details.

Group's Principles of Ethics and Conduct

Our Fiduciary Duty

A person who is entrusted with assets and/or authority and who provides professional services for the benefit of another party, is called a 'fiduciary'.

Mitsubishi UFJ Trust and Banking Corporation is an organization acting as a fiduciary that provides in an integrated manner customers with not only banking services but also a wide variety of products and professional services including asset management and administration, real estate services, stock transfer agency and inheritance-related services.

As well as fulfilling its legal obligations which are in the form of the duties of loyalty and care, a fiduciary must act for its entrustors at all times in line with rigorous standards backed by strong expertise and ethical values.

We, as a fiduciary, have developed the following set of principles, and we are committed to make continued efforts to reach higher levels for each of these principles.

(1)  Morality and Trustworthiness

Based on the highest standards of morality and trustworthiness, we will make efforts to improve ourselves in a continuous manner.

(2)  Strong Expertise

To provide the optimal solutions for our customers with prudence and proficiency, we pursue strong expertise that a trust bank needs to provide services across multiple areas.

(3)  Loyalty to Customers

We act in the best interests of our customers at all times, with a state of mind and in a manner of behavior in which we identify with our customers' interests.

The Trust Bank Corporate Governance Policies

1. Purpose

1-1. Purpose

The Trust Bank Corporate Governance Policies (these "Policies") set out the policy and framework of the corporate governance of Mitsubishi UFJ Trust and Banking Corporation ("the Trust Bank") as a core subsidiary of Mitsubishi UFJ Financial Group, Inc. ("MUFG") and serve as a guide for the actions of directors and management*.

(* "Management" means those responsible for management of our group; the executive officers of the Trust Bank and the directors and executive officers of our group companies.)


1-2. Revision

These Policies will be revised as necessary, taking into account changes in the MUFG Corporate Governance Policies, the Trust Bank's business and the business environment.


2. Approach to corporate governance

2-1. Basic approach

As a core subsidiary of MUFG, the Trust Bank will aim for sustainable growth and increase of corporate value over the medium- to long-term, in consideration of the perspectives of its stakeholders including MUFG as a shareholder and MUFG's shareholders (together, "MUFG and its shareholders") as well as customers, employees and local communities.

The Trust Bank will aim to realize effective corporate governance through fair and highly transparent management based on the guidance provided by these Policies.


2-2. Role as a parent company

As a core subsidiary of MUFG, the Trust Bank will aim to increase the corporate value of our group as a whole through management of subsidiaries to ensure the sound and appropriate management of our entire group.


2-3. The Trust Bank's governance structure

The Trust Bank has chosen the governance structure of a company with Audit and Supervisory Committee (a company prescribed in Article 2, item (xi-2) of Japan's Companies Act) from the following perspectives.

  • To enhance flexibility of management by delegating a large portion of material business decisions from the Board of Directors to President and CEO, while also creating an effective management supervisory framework through the participation of directors who are Audit and Supervisory Committee members ("Audit and Supervisory Committee members") in resolutions of the Board of Directors.
  • To build an efficient and highly effective corporate governance structure through coordination between the Board of Directors and the Audit and Supervisory Committee.
  • To realize a corporate governance structure with even greater accountability to domestic and overseas stakeholders.
  • To introduce an executive officer system from the perspective of strengthening management functions and clarifying responsibilities.

3. Role of the Board of Directors

3-1. Role of the Board of Directors

The Board of Directors decides key management policies and is responsible for management supervision. Decisions on matters of business execution other than specific matters stipulated by laws and regulations shall in principle be delegated to President and CEO; provided, however, that decisions on particularly important matters of business execution shall be made by the Board of Directors.

The matters performed by the Board of Directors are as follows.

  • Decisions on key management policies such as business strategy, risk management policy, capital policy and resource allocation for our entire group.
  • Supervision of the execution of duties by directors and management.
  • Decisions on our group's internal control systems, and supervision of the establishment and operation of such systems.
  • Supervision of matters such as the development of the corporate governance structure and the establishment of a sound corporate culture.

4. Duties of directors

4-1. Duties of directors

Directors, as elected by the shareholders and entrusted as managers, owe a duty of loyalty and a duty of care in respect of the execution of their duties, and shall contribute to the Trust Bank's sustainable growth and increase of corporate value over the medium- to long-term.

Directors shall make timely and appropriate decisions on investment and other business matters based on the reasonable collection of information.

Directors shall thoroughly review reports and proposals from management and request explanations or express opinions as necessary for discussion.

Executive directors shall make business decisions delegated to them by the Board of Directors.

Executive directors shall periodically report to the Board of Directors regarding the status of the performance of their duties at least once every three(3) months.


4-2. Expectations for independent outside directors

In addition to the above duties of all directors, independent outside directors are expected to supervise the performance of duties by executive directors and management from an independent and objective standpoint, supervise conflicts of interest between the Trust Bank and directors and management or controlling shareholders, and advise and provide support to executive directors and management based on their own experience and professional knowledge.


5. Composition and other matters regarding the Board of Directors

5-1. Composition

The Board of Directors shall be composed of 30 directors or less in order to ensure its effectiveness.

The Board of Directors as a whole shall have an appropriately balanced composition that provides a deep understanding of our group's business and a wealth of knowledge and expertise on finance, financial accounting, risk management and compliance and so forth.

Accordingly, the Board of Directors shall meet the following requirements in particular.

  • The Board of Directors shall consist of internal directors who are familiar with the business of our group and several independent outside directors who supervise executive directors and management from an independent and objective standpoint.
  • To ensure the effectiveness of management supervision from an independent and objective standpoint by the Board of Directors, the Board of Directors shall have an appropriately balanced composition consisting of executive and non-executive directors.

5-2. Election of directors

For election of directors, the Board of Directors shall set forth Director election standards focused on the following and nominate persons who meet such standards as director candidates.

Candidates for directors who are not Audit and Supervisory Committee members shall be nominated based on the opinions of the Audit and Supervisory Committee.

Proposals for the election of directors who are Audit and Supervisory Committee members must be approved by the Audit and Supervisory Committee in advance of submission to the General Meeting of Shareholders.

Outline of Director Election Standards

  • Directors, as elected by the shareholders and entrusted as managers, shall have the qualities required to be able to appropriately fulfill their duty of loyalty and duty of care in the execution of their duties and to contribute to the sustainable growth and the increase of corporate value of the Trust Bank over the medium- to long-term.
  • Independent outside directors shall have a wealth of knowledge and experience in the fields of corporate management, finance, financial accounting and law and the qualities required for supervision of the performance of duties by executive directors and management from an independent and objective standpoint, meeting the independence standards of the Trust Bank.
  • Executive directors shall have extensive knowledge of our group's business and the ability to appropriately perform management of our group.

5-3. Compensation of directors

The Board of Directors shall decide the details of the proposals for compensation of directors who are Audit and Supervisory Committee members and directors who are not Audit and Supervisory Committee members for the General Meeting of Shareholders.

The Board of Directors shall decide policies regarding decisions on the details of compensation based on the opinions of the Audit and Supervisory Committee with the aim of contributing to improved business performance over the medium- and long-term as well as the short-term, to enable sustainable growth and the increase of corporate value over the medium- to long-term.

The Board of Directors shall decide the establishment of and changes to the compensation system based on the discussions and proposals of the Compensation Committee of MUFG and the opinions of the Audit and Supervisory Committee.

The Board of Directors shall decide details of individual compensation for each of the directors who are not Audit and Supervisory Committee members based on the opinions of the Audit and Supervisory Committee. Individual compensation of each of the directors who are Audit and Supervisory Committee members shall be decided through discussion among Audit and Supervisory Committee members. Compensation of directors shall be decided at the level appropriate for the Trust Bank in light of social and economic situations.


5-4. Term of office of directors

The term of office of directors who are not Audit and Supervisory Committee members shall be one (1) year, and the term of office of directors who are Audit and Supervisory Committee members shall be two (2) years.


5-5. Directors with concurrent posts

A director may concurrently serve as a director, corporate auditor, corporate executive officer or executive officer at a company other than our group company only to the extent such director is able to have enough time required to appropriately fulfill the duties as a director of the Bank, such as understanding the business and other aspects of our group, and the director shall report periodically to the Board of Directors on the status of such concurrent posts.


6. Operation of the Board of Directors

6-1. Resolutions of the Board of Directors

Unless otherwise provided for by law or regulation, resolutions of a meeting of the Board of Directors shall be adopted by an affirmative vote of a majority of the directors present who constitute in number a majority of all the directors of the Company.


6-2. Requirements of Chairman of the Board of Directors

Chairman of the Trust Bank shall serve as Chairman of its Board of Directors.


6-3. Role of Chairman of the Board of Directors

Chairman of the Board of Directors shall lead the Board of Directors and shall be obligated to ensure the board's effectiveness.

Chairman of the Board of Directors shall set the schedule and agenda for board meetings after exchanging opinions with each director on a day to day basis, so that the Board of Directors is able to make sound decisions based on sufficient information.


6-4. Support framework

A Board of Directors Secretariat shall be established to assist Chairman of the Board of Directors and to correspond and coordinate with management and employees of the Trust Bank so that sufficient information is provided to directors, including independent outside directors.


6-5. Provision of information

Management is obligated to provide sufficient information to directors that relates to the execution of duties of directors.

In principle, management shall distribute the Board of Directors' meeting agenda and deliberation materials prior to meetings of the Board of Directors to ensure that directors have the opportunity to understand the content in advance.

Management shall conduct training, explanatory seminars and the like, including training about the business activities and management environment of the Trust Bank, particularly for independent outside directors, on an ongoing basis, including at the time of appointment, in order to provide necessary information in addition to the Board of Directors' meeting agenda.


6-6. Evaluation of the Board of Directors

In order to maintain and improve the effectiveness of the Board of Directors, evaluation of the Board shall be conducted periodically.


6-7. Information exchange among independent outside directors

Independent outside directors may, as necessary, convene meetings comprising only independent outside directors in order to perform their function from an independent standpoint.


6-8. Advice of outside professionals

Directors may obtain advice from outside professionals at the Trust Bank's expense if it is necessary for the performance of their duties as a director.


7. Audit and Supervisory Committee

7-1. Role of the Audit and Supervisory Committee

The Audit and Supervisory Committee shall decide the content of proposals pertaining to the election, removal and non-reappointment of the accounting auditor to be submitted to a General Meeting of Shareholders, as well as auditing the performance of duties of directors and preparing auditing reports. The Audit and Supervisory Committee has the power to consent to decisions on compensation for accounting auditors.

The Audit and Supervisory Committee may determine its opinions on the election, removal or compensation of directors who are not Audit and Supervisory Committee members, and Audit and Supervisory Committee members appointed by the Audit and Supervisory Committee may state these opinions at the General Meeting of Shareholders.

The Audit and Supervisory Committee shall properly exercise its authority to perform investigations, including fieldwork, into the business and finance of the Trust Bank and its subsidiaries, in order to effectively fulfill its role and duties.


7-2. Composition and resolutions of the Audit and Supervisory Committee

The Audit and Supervisory Committee shall be composed of ten (10) or fewer members.

A majority of Audit and Supervisory Committee members shall be independent outside directors.

The Chairman of the Audit and Supervisory Committee shall be appointed from among Audit and Supervisory Committee members.

In order to ensure the effectiveness of audit, full-time member(s) of the Audit and Supervisory Committee shall be appointed.

Resolutions of the Audit and Supervisory Committee shall be adopted by an affirmative vote of a majority of the Audit and Supervisory Committee members present who constitute in number a majority of the Audit and Supervisory Committee members entitled to vote.


7-3. Ensuring the effectiveness of audit by the Audit and Supervisory Committee

An Audit and Supervisory Committee Secretariat shall be established in order to assist the Audit and Supervisory Committee with its duties.

The Audit and Supervisory Committee may give specific instructions to the Internal Auditing Division as necessary for the effective performance of audit.

The Audit and Supervisory Committee and the Internal Auditing Division shall share information as appropriate to ensure a system of mutual cooperation.

Decisions on the key personnel matters of the Internal Auditing Division must be approved by the Audit and Supervisory Committee.


8. Relations with shareholders and other stakeholders

8-1. Ensuring rights of MUFG and its shareholders

The Trust Bank will take the following actions to secure rights of MUFG and its shareholders and ensure that they are exercised effectively.

  • The Trust Bank will take appropriate actions to ensure the effective exercise of voting rights by MUFG and its shareholders at General Meetings of Shareholders.
  • The Trust Bank will provide information appropriately to contribute to appropriate decisions on the exercise of voting rights by MUFG and its shareholders.
  • The Trust Bank will provide adequate explanation to shareholders about capital policy and the like that would have a significant effect on shareholder interests.
  • In addition to establishing its policy based on MUFG's policy with respect to cross-shareholdings of listed shares, the Trust Bank will examine the medium- to long-term economic rationale and future outlook of major cross-shareholdings, taking into consideration the associated risks and returns, and provide appropriate explanations to MUFG about the purposes and so forth of such shareholdings. The Trust Bank shall also formulate its standards based on MUFG's standards with respect to the exercise of voting rights.

8-2. Related party transactions

The Trust Bank will establish appropriate procedures for and monitor transactions with related parties such as directors, so that such transactions do not harm the interests of the Trust Bank or the common interests of MUFG and its shareholders.


8-3. Appropriate collaboration, etc. with stakeholders other than MUFG and its shareholders (such as customers)

The Trust Bank's sustainable growth and increase of corporate value over the medium- to long-term are realized through the contributions of stakeholders such as customers, employees and local communities. In performing its management activities, the Trust Bank will strive to build appropriate collaborative relationships with each of its stakeholders.

The Trust Bank will adopt a Corporate Vision shared among the entire MUFG group in order to indicate its basic stance towards the performance of its management activities and to make such stance the policy for all of its activities, and will also adopt MUFG's Principles of Ethics and Conduct as a basis for the judgments and actions of all officers and employees. The Trust Bank will also establish "Mitsubishi UFJ Trust Bank's Fiduciary Duty" to provide high standards for ethical consciousness and conducts that the Trust Bank shall comply as a trust bank (fiduciary).

The Trust Bank will establish an appropriate framework for whistleblowing by employees and so forth, and monitor its enforcement.


9. Appropriate disclosure of information

9-1. Approach to disclosure of information

With an aim to ensure that stakeholders evaluate the Trust Bank based on a proper understanding, the Trust Bank will ensure transparency in information disclosure through appropriate disclosure of its financial information (such as information on its financial condition and operating results) and information regarding business strategy and risk management.

From the perspective of ensuring the fairness and soundness of the securities market, the Trust Bank recognizes the importance of managing the security of undisclosed material information that would influence investment decisions and will practice strict information security.


9-2. External accounting audit

The Trust Bank recognizes the responsibility that external accounting auditors owe towards shareholders and investors, and will take appropriate actions to secure the proper performance of audit.


Addendum

These Policies will take effect from September 29, 2015.

Revisions:

Full Revision: June 28, 2016

Corporate Governance

The Trust Bank's corporate governance, compliance, risk management and internal controls conform to MUFG policies. Please see MUFG's website for details.

MUFG Corporate Governance

MUFG Compliance

MUFG Risk Management

MUFG Internal Audit