Exhibit 11
Code of Ethics (English Translation)
Introduction
The globalization and liberalization of national economies and financial
services, as well as the advance of new information technologies, has
intensified competition among financial institutions and brought about a
drastic realignment in the financial sector beyond traditional industry or
national boundaries. This trend is expected to continue for the foreseeable
future. It was against this backdrop that Mitsubishi Tokyo Financial Group
("MTFG") was established as a diversified financial services group to
organically combine the different strengths of its member companies and achieve
further growth. Financial institutions serve important public functions that
come with high social responsibilities. MTFG is no exception, and has the
obligation to actively fulfill its role. To this end, we must recognize once
again that the trust and confidence our clients invest in us are irreplaceable
assets, and that they form the foundation of our very existence. We then must
strive to conduct our business activities based on a higher sense of mission
and ethical standards.
It is with these ideas in mind that we have created the MTFG Code of Ethics
(the "Code"). The Code will serve as a set of guiding principles shaping the
basic corporate and ethical values of MTFG, and we must endeavor to reflect
these in our daily activities. It goes without saying that top management must
set a leading example in honoring the Code, and all management and employees of
MTFG and its entities must follow suit. We understand that ambition and
enthusiasm for business objectives can create the potential to take the focus
away from ethics and compliance. However, one cannot take pride in a company
that does not have high ethical standards; indeed, there is no future for such
a company. It is fundamentally impermissible for a company to neglect laws or
regulations, or to pursue profits in an unethical fashion. And it is becoming
increasingly clear that without an appropriate compliance framework a company
is in no position to even enter the competitive marketplace.
We have decided to make the Code of Ethics public in order to demonstrate to
the world at large our strong commitment to ethics and compliance. We wish to
clearly state our ethical principles, and to undertake that we will observe
them to the fullest extent.
As a core element of our daily activities, the Code must be mastered as a
matter of basic discipline. In regard to the practical application of the Code,
it is also useful to refer to the compliance manual and other related materials
that provide specific explanations of relevant laws, regulations, and internal
rules, and to consult with your line managers and compliance officers. With
these points in mind, we expect all management and employees of MTFG and its
entities to read the Code carefully, and make the most of it as a valuable
guide for your future actions.
Akio Utsumi Shigemitsu Miki
Chairman President
Mitsubishi Tokyo Financial Group, Inc.
May 2002
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Contents
I. Underlying Principles.................... 3
II. The MTFG Code of Ethics.................. 3
III. Self-appraisal Guide for Specific Actions 6
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I. Underlying Principles
1. Establishment of Trust
Fully cognizant of the importance of the Group's social responsibilities and
public role, we strive to maintain unwavering trust from society through the
sound and proper management of our business activities, based on the
principle of accountability.
2. Serving Our Clients First
We recognize that the satisfaction of our clients and their confidence in
MTFG form the foundation of the Group's very existence. As such, we endeavor
to always provide our clients with the highest quality products and services
best suited to their needs.
3. Sound and Transparent Management
We endeavor to manage our affairs in a sound and transparent manner by
maintaining appropriate and balanced relationships with all stakeholders,
including clients, shareholders and others, while assuring fair, adequate
and timely disclosure of corporate information.
4. Strict Observance of Laws, Regulations, and Internal Rules
We are committed to strictly observing relevant laws, regulations, and
internal rules and to acting with fairness and integrity in conformity with
the common values of society at large. As a diversified global financial
services group, we also make continuous efforts to operate in ways that
reflect internationally accepted standards.
5. Respect for Human Rights and the Environment
We respect human rights and the environment and seek to co-exist in harmony
with society.
6. Disavowal of Anti-Social Elements
We stand firmly against supporting the activities of any group or individual
that unlawfully threatens public order and safety.
II. The MTFG Code of Ethics
1. Establishment of Trust
Fully cognizant of the importance of the Group's social responsibilities and
public role, we strive to maintain unwavering trust from society through the
sound and proper management of our business activities, based on the principle
of accountability.
As one of the world's largest diversified financial services groups, MTFG
serves an important public role and has corresponding social responsibilities.
Aspects of commercial banking, for example, such as the intermediation of funds
through deposits and loans, as well as the settlement of accounts through fund
transfers, are an indispensable part of the national economic infrastructure.
In the securities business, too, we serve as an important conduit between
clients and the securities market, where funds are raised and invested.
Accordingly, we must act fairly and with integrity to protect the interests of
our customers, while helping to maintain the soundness of the marketplace. In
conducting trust banking business, meanwhile, we contribute to the healthy
development of our economy and of society through the custody, investment, and
disposition of assets held in trust. In these activities, therefore, we are
obligated to comply fully with relevant laws, regulations, and internal rules,
while acting with all reasonable care and skill, with the duty of loyalty, and
with the utmost professionalism.
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The principle of accountability dictates that we act on our own judgment and
take responsibility for the consequences of our actions. Winning trust from
society becomes possible only when each MTFG company fulfills its social
responsibilities and public role, and conducts its affairs in a sound and
appropriate fashion, based on the principle of accountability. It must be
remembered that trust built up over many years can be lost in a moment through
inappropriate behavior. With this firmly in mind, each and every one of us will
strive to perform our activities with the highest sense of ethics.
2. Serving Our Clients First
We recognize that the satisfaction of our clients and their confidence in MTFG
form the foundation of the Group's very existence. As such, we endeavor to
always provide our clients with the highest quality products and services best
suited to their needs.
To survive and prosper as a going concern, an enterprise must be highly valued
by its clients. This is becoming more and more relevant in today's rapidly
changing society. As such, we endeavor to satisfy and win the confidence of our
clients by providing them, in a timely fashion, with high quality products and
services that meet their needs. To this end, each one of us must continue to
strive with professional pride in our assigned area of responsibility. We
should not be complacent and accept the status quo. We need to tackle
challenges with creativity, and put the task of satisfying the diverse needs of
our clients first.
As a comprehensive financial services group, MTFG comprises companies from
different industry sectors with different functions. By harnessing the
strengths of the Group as a whole, each MTFG company is working to provide
competitive new products and services.
We are also dedicated to communicating responsibly and effectively with our
clients. Through proactive disclosure of information and thorough explanation
of our products, services, and attendant risks and other relevant factors, we
will do our best to facilitate the understanding and appropriate
decision-making of our clients. In executing transactions, we will hold to our
promises, and carry out our business activities fairly and with integrity.
Furthermore, we will prudently manage our clients' assets and earnestly fulfill
the duty of confidentiality. Unless properly justified, we do not disclose to
outside parties any information about our clients obtained through our
transactions with them or through related activities. Through proper conduct in
such matters, we will maintain relationships with clients that are founded on
trust.
3. Sound and Transparent Management
We endeavor to manage our affairs in a sound and transparent manner by
maintaining appropriate and balanced relationships with all stakeholders,
including clients, shareholders and others, while assuring fair, adequate and
timely disclosure of corporate information.
Through our business activities, we invariably interact with various
stakeholders, including clients, shareholders, creditors, management,
employees, vendors, competitors, local communities, political bodies, and
government offices. To be truly accepted into society, we must act as a good
corporate citizen and formulate appropriate and balanced relationships with all
stakeholders, while ensuring that we behave in a manner that does not warrant
any suspicion of misconduct.
Disclosing corporate information fairly, while remaining sensitive to the
choices and decisions of the marketplace and our clients, increases the
transparency of corporate activities and helps facilitate understanding and
trust from society. Therefore, we are committed to the timely and comprehensive
disclosure of corporate information that would be reasonably required for our
shareholders, investors, and clients to make decisions. At
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the same time, we are open to a wide range of outside opinions. We consider
these opinions with care as part of our continuous efforts to improve our
operations and services.
In order to assure the soundness of our businesses, we endeavor to generate
profits, manage risks prudently, and safeguard and expand the Group's assets.
We also pay particular attention to whether appropriate internal control
systems are in place in areas such as the effectiveness and efficiency of
operations, the issuance of accurate financial statements, and the Group's
compliance with relevant laws, regulations, and internal rules.
4. Strict Observance of Laws, Regulations, and Internal Rules
We are committed to strictly observing relevant laws, regulations, and internal
rules to acting with fairness and integrity in conformity with the common
values of society at large. As a diversified global financial services group,
we also make continuous efforts to operate in ways that reflect internationally
accepted standards.
MTFG conducts business globally through its first class domestic and
international network. Accordingly, there are numerous laws, regulations, and
internal rules that MTFG must abide by. Regardless of national boundaries, we
are committed to thoroughly understanding and complying with the letter and
spirit of relevant laws, regulations, and internal rules. We will carry out our
business activities fairly and with integrity, and act in conformity with
recognized social values. We do not seek any transactions or profits to be
obtained through the breach of laws, regulations, or ethical standards.
In order to maintain high ethical standards and create a corporate culture that
encourages compliance with laws, regulations, and internal rules, we will
continually work to improve our institutional framework and distribution of
necessary information. In cases of violations of laws, regulations, or internal
rules, we will act promptly to resolve the problems and seek out the causes,
and will establish measures to prevent recurrences of such problems. We will
also deal with violators in a strict and fair manner, and actively cooperate
with appropriate authorities.
As economic activities become increasingly borderless and companies look to
compete internationally on a level playing field, there is a growing trend to
unify standards in various areas of corporate management, such as corporate
governance, corporate accounting standards, and internal controls. We will
maintain our awareness of such global trends, and continuously review aspects
of our business such as management systems, public disclosure rules, internal
control systems, business practices, and human resources management from a
global perspective, in order to manage our affairs in a fashion worthy of a
full participant in international society.
5. Respect for Human Rights and the Environment
We respect human rights and the environment and seek to co-exist in harmony
with society.
As a global, diversified financial services group, MTFG conducts business in
countries around the world. As such, our clients as well as our employees come
from diverse backgrounds. In every aspect of doing business, we respect each
individual's human rights. We also respect the environment.
We are dedicated to protecting people's privacy. We reject discriminatory
language, actions, and harassment, both within and outside of the organization.
Discrimination on the basis of gender, age, nationality, race, ethnic origin,
religion, social status, or physical disability has no place in our business
activities, hiring, or personnel management. We respect different cultures and
customs in conducting our affairs, and value harmony with society.
Furthermore, we seek to balance our business activities with the protection of
the global environment, which is the common asset of mankind. We will continue
to give careful consideration to environmental issues, not just in terms of the
consumption of resources within the Group, but also in our relationships with
clients and society.
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6. Disavowal of Anti-Social Elements
We stand firmly against supporting the activities of any group or individual
that unlawfully threatens public order and safety.
We will not tolerate any unjust intervention from elements that seek to disrupt
public order and safety. Condoning this kind of intervention could undermine
confidence in MTFG, and we will steadfastly refuse to yield to any such
attempts. Through properly conducting our affairs we will minimize any
opportunity for disturbance. Should a situation arise, we will in all cases
take necessary action, including cooperation with the police and other
concerned parties as appropriate.
In particular, we are committed to enhancing adequate systems to combat money
laundering and to prevent the use of financial institutions for criminal
activities, including terrorism and tax evasion.
III. Self-Appraisal Guide for Specific Actions
The MTFG Code of Ethics comprises guiding principles that each MTFG company and
all management and employees must abide by in order to realize our management
philosophy. The accurate understanding of its contents and underlying spirit is
a prerequisite before taking action. Nonetheless, we may occasionally encounter
problems that are not directly covered in the Code, or to encounter situations
in which we are not sure how to act. In such circumstances, consult with your
line manager or compliance officer without hesitation.
When considering how to act in your day-to-day activities, it may also be
useful to consider the following questions. If you have a sense of discomfort
in formulating your answers to any of these questions, there is a strong
possibility that you may be facing a potential problem under the principles of
the Code.
1. Would my action be fair, and something that I could talk about proudly with
my family and friends?
2. Would my action conform to all relevant laws, regulations, and internal
rules?
3. Would my action seem appropriate to others?
4. Am I trying to ignore my conscience by pretending that my action would be
for the good of the company?
5. Would my action harm MTFG's reputation in any way?
When in doubt, remember that you are not alone. Please have the courage to
consult with your line manager or compliance section.
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Excerpts from BTM's Compliance Rules
(English Translation)
(Objective)
Article 1.
These rules prescribe basic matters relating to compliance with laws and
regulations.
(Definition)
Article 2.
(1) In these rules, "laws and regulations" mean laws and government ordinances
(including those by local authorities) to be strictly observed by BTM
employees when carrying out business operations, and the MTFG Code of
Ethics, BTM's Articles of Incorporation, and other rules of BTM established
in accordance with the above laws and government ordinances.
(2) "Compliance" means understanding the purpose and contents of laws and
regulations properly, and behaving in a manner so as not to violate the
laws and regulations.
(Amendment and Repeal)
Article 3.
These rules may be amended or repealed by resolution of BTM's Board of
Directors.
(Responsibilities of Directors, Executive officers (Shikko Yakuin) and Board of
Directors)
Article 4.
(1) In accordance with the "MTFG Code of Ethics", Directors and Executive
Officers (shikko yakuin) of BTM must carry out their responsibilities with
the recognition that compliance is one of the most important management
objectives.
(2) The Board of Directors must establish an internal framework necessary for
promoting compliance and seek to achieve and maintain compliance.
(3) The Board of Directors must formulate concrete action plans relating to
compliance matters at least once a year and must periodically review the
status of their implementation.
(4) The Board of Directors must be aware of all important revisions of the
Compliance Manual.
(Responsibility of BTM Employees)
Article 5.
(1) BTM employees must perform their duties by securing compliance and in
accordance with the "MTFG Code of Ethics."
(2) BTM employees must strive to acquire adequate knowledge of the laws and
regulations which must be complied with in carrying out business operations.
(3) If BTM employees discover violations or possible violations of laws and
regulations (including cases of willful wrongdoing), they must report
directly to their line manager and the Compliance Officer as stipulated in
Articles 11, 12 and 14.
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(Director in Charge of the Legal & Compliance Office)
Article 7.
The Director in charge of the Legal & Compliance Office must report matters
concerning compliance to the Board of Directors or the Executive Committee from
time to time the Director deems necessary.
(Office in Charge of Compliance)
Article 8.
(1) The Legal & Compliance Office oversees the bankwide compliance framework.
The General Manager of the Legal & Compliance Office, who is in charge of
overseeing the bankwide compliance framework, may delegate his/her
authority to the General Manager of the Compliance Office in the Legal &
Compliance Office.
(Responsibilities of General Managers)
Article 9.
The General Manger of a division, office or branch shall promote compliance
with rules and regulations in its division, office or branch.
(Responsibilities of Compliance Officers in the independent offices in the
Corporate Center)
Article 14.
(1) Compliance Officers shall be appointed in the independent offices in the
Corporate Center. Compliance Officers play central roles in promoting
compliance in each of the independent offices.
(Compliance Reporting System in the independent offices in the Corporate Center)
Article 15.
(1) If Compliance Officers in each of the independent offices in the Corporate
Center discover actual or potential violations of laws and regulations,
they must report directly to the office which oversees the bankwide
compliance framework.
Excerpts from BTM's Compliance Manual
(English Translation)
2. 2. 8. Transactions involving a conflicts of interest
1) Between directors and the Bank
The Directors owe a duty of care of a prudent manager and a duty of loyalty to
the Bank and are restricted more stringently than other employees with respect
to transactions involving conflicts of interest. Accordingly, Directors are
subject not only to restrictions on interested transactions but also to various
other restrictions, including the non-competition obligation, restrictions on
taking out loans from the Bank and requirement that compensations must be
approved by resolutions of shareholders' meetings. The Directors must also
refrain from intermingling personal interests with company policy in the
context of handling confidential information, conducting insider transactions
and giving contributions.
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2) Between employees and the Bank
An employee is strictly prohibited from receiving or causing someone to
receive, in his/her capacity as and by abusing his/her position as an employee
of the Bank, cash or other tangible or intangible benefits from a customer or
similar persons of the Bank. An employee may not take part in a transaction
which may cause a conflict of interest with his/her family member or friend.
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Excerpts from BTM's Employee Work Rules
(English Translation)
Article 49 Disciplinary Action
1. The Bank may take disciplinary action when it detects that an employee has
committed any of the following acts:
(14) Violations of any laws and regulations, including these Employee Work
Rules, which must be complied with by each employee
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