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Japanese bank MUFG to introduce US-style board - sources

Tomohiro Ohsumi | Bloomberg | Getty Images

Mitsubishi UFJ Financial Group aims to add more directors to its board from outside the bank, people with direct knowledge of the matter said, taking a step towards a more U.S.-style management structure.

The Japanese government has been calling for more companies to appoint outside board members to help to promote shareholders' interests at a time when big firms in the country are sitting on record piles of cash.

Foreign investors have long criticized corporate Japan for an insular culture which they say neglected shareholders in favor of employees and business partners, leading to persistent low returns on equity.

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Finance Minister Taro Aro last month called cash-hoarding companies "Scrooges," adding that improved corporate governance would prod them to use their money for capital spending, higher wages and higher shareholder dividends.

MUFG, Japan's biggest banking group, currently has a hybrid of the traditional insider-dominated Japanese board and one in which outsiders have greater say in such matters as nominating the chief executive and executive pay.

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MUFG also needs to adapt its governance standards to manage its rapidly expanding overseas operations, including its 2013 purchase of Thailand's Bank of Ayudhya.

Mizuho Financial Group, the second largest of Japan's three megabanks, led the way last year with a U.S.-style board as part of a governance overhaul after a scandal over loans to organised crime members.

MUFG wants to increase the number of outside directors from the current five but the number has not been decided, said the sources, who are not authorized to discuss the matter publicly. The board now has 15 members.

The bank will put the proposed change to a vote at its annual shareholders' meeting in June, they said.