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Corporate Governance
MOL's Philosophy on Corporate Governance

MOL has reformed its management based on its concept of corporate governance that is optimum for MOL - a Board of Directors (with the participation of independent outside directors, who are indispensable to corporate governance) supervising and encouraging business operations, which are carried out by the president as chief executive officer.

MOL's Approach to Corporate Governance

We believe our approach to corporate governance will develop a system that maximizes stakeholders' profits through the most appropriate allocation of management resources, with higher transparency of corporate management. This philosophy is set out in the MOL Group Corporate Principles as follows: "We will strive to maximize corporate value by always being creative, continually pursuing higher operating efficiency and promoting an open and visible management style that is guided by the highest ethical and social standards."


1997
  • Increased the number of outside auditors from one of four corporate auditors to two.
1998
  • FY1998 Annual General Shareholders' Meeting was held in Tokyo.
  • Invited George Hayashi (former CEO, President and Chairman of APL) to serve as an associate member of the Board of Directors.
1999
  • After the revision of the Japanese Ship Law, George Hayashi was appointed as Director and Deputy President.
2000
  • Introduced executive officer system.
  • Abolished Managing Directors' Committee, established Executive Committee, and reduced the number of Executive Committee members (from 21 to 10).
  • Reformed Board of Directors (designated as the highest decision-making body and the supervisory body for business operations), reduced the number of directors (from 28 to 12).
  • Invited Takeo Shiina, (Senior Advisor at IBM Japan), and Toshihiko Fukui (former Deputy Governor of the Bank of Japan) as outside directors.
  • Established the Corporate Visionary Meeting.
  • Established the IR Office.
2001
  • Established MOL Group Corporate Principles.
  • Invited Yukiharu Kodama (former Vice Minister of International Trade and Industry) as outside director.
  • Established compliance policy, rules of conduct, and Compliance Committee.
2002
  • Enhanced functions of the Board of Directors as the highest decision-making body and the supervisory body for business operations.
  • Established the Internal Audit Office. (Improving accounting/business operation auditing of MOL Group companies as well as MOL itself.)
2003
  • Invited Kunio Kojima, then-President of Japan Securities Finance Co., Ltd., (now Advisor) as outside director. (Toshihiko Fukui resigned due to his appointment as Governor of the Bank of Japan.)
  • Invited Kensuke Hotta, Chairman of Morgan Stanley Japan Ltd., as outside auditor.
  • Opened the Compliance Advisory Service Desk, and revised rules of conduct.
2004
  • Renamed the Environment Committee, which reports directly to the Executive Committee, as the CSR and Environment Committee (with an expanded scope of examination and deliberation on issues related to CSR in MOL Group companies), and established the CSR and Environment Office in the Corporate Planning Division as the secretariat of the CSR and Environment Committee.
2005
  • Formulated privacy protection policies.
  • Executed a change in the Articles of Incorporation to abolish directors' titles except "Chairman of the Board;" titles are allocated only to executive officers. (This clarifies the roles of directors and executive officers.)
2006
  • Invited Yoko Ishikura, Professor of the Graduate School of International Corporate Strategy, Hitotsubashi University as outside director. (Takeo Shiina resigned.)
2008
  • Invited Takeshi Komura, Executive Advisor of Tokyo Marin & Nichido Fire Insurance Co.,Ltd. as out side director.(Yukiharu Kodama resigned.)
2010
  • Invited Sadayuki Sakakibara, Chairman of the Board and Chief Executive Officer, Toray Industries, Inc. as out side director.(Yoko Ishikura resigned.)

Organization of MOL Corporate Governance (As of June 30, 2010)
[Board of Directors]
The Board of Directors consists of seven (7) directors and three (3) independent outside directors who have no stake in the Company. Three outside directors - Takeshi Komura, Executive Advisor of Tokyo Marine & Nichido Fire Insurance Co.,Ltd., Kunio Kojima, Advisor of Japan Securities Finance Co., Ltd. and Sadayuki Sakakibara, Chairman of the board and chief Executive officer, Toray Industries, Inc. - shall review management judgment and the status of the Company's business and affairs from a shareholder's point of view. They also play a key role in revitalizing the Board of Directors by offering their insights and opinions on overall management. The Corporate Planning Division explains issues to outside directors prior to the Board of Directors meetings and provides them with reports on important business operations to ensure effective supervision by outside directors.

[Business Operations]
With regard to business operations, MOL restructured its Board of Directors by inviting outside directors and introduced the executive officer system in June 2000. The executive officers, selected by the Board of Directors and assigned to various fields of authority by the representative directors, strive to improve the speed and efficiency of management by implementing Company operations in line with the management policies determined by the Board of Directors. The Executive Committee (chaired by the President), as the top decision-making authority for business operations, functions as the deliberative body for important issues related to basic management plans and conduct of business operations, based on policies determined by the Board of Directors. Under the Executive Committee, MOL established six committees. Executive officers and division general managers concerned, in addition to committee members, attend each Meeting and examine and deliberate on matters brought up for discussion.

[Auditing System]
Two of MOL's four corporate auditors are appointed from outside the Company. Chairman and Representative Director of Greenhill & Co. Japan Ltd. Kensuke Hotta and Lawyer Sumio Iijima were appointed as outside corporate auditors. They do not have a stake in the Company. Full-time corporate auditors attend the Executive Committee and each committee meeting, including the Board of Directors meeting, to audit the deliberation and decision-making process. KPMG Azsa & Co. executes the accounting audit under a contract with MOL.

In addition to corporate auditors and Certified Public Accountants, the Company established the Internal Audit Office as a body that directly reports to the Executive Committee, and is independent from all divisions and offices. It audits business operations including Group companies, in cooperation with legal auditing executed by corporate auditors and the Certified Public Accountants.

[Compliance System]
MOL established the Compliance Committee in 2001 to ensure more effective compliance and set out rules of conduct for MOL management and employees. The Company also established the Compliance Advisory Service Desk targeting directors and employees of the MOL Group companies as well as MOL, to enhance the group-wide compliance system. Please click here for details on the MOL compliance system.
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