FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
ANNOUNCEMENT OF FURTHER ACTIONS INCLUDING REDUCTIONS OF DIRECTORS'
REMUNERATION IN CONSIDERATION OF THE REPORT FROM THE INDEPENDENT COMMITTEE
FOR THE DPF INCIDENT
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 25, 2005
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Commission File Number 09929
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MITSUI & CO., LTD.
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(Translation of registrant's name into English)
2-1, OHTEMACHI 1-CHOME CHIYODA-KU, TOKYO 100-0004 JAPAN
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _______
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 25, 2005
MITSUI & CO., LTD.
By: /s/ Tasuku Kondo
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Name: Tasuku Kondo
Title: Executive Director
Executive Vice President
Chief Financial Officer
February 25, 2005
Mitsui & Co., Ltd.
For immediate Release
To whom it may concern
ANNOUNCEMENT OF FURTHER ACTIONS INCLUDING REDUCTIONS OF DIRECTORS'
REMUNERATION IN CONSIDERATION OF THE REPORT FROM THE
INDEPENDENT COMMITTEE FOR THE DPF INCIDENT
Reference is made to our announcements dated November 22, 2004, December 1,
2004, and December 24, 2004 regarding the Diesel Particulate Filter ("DPF")
incident. Since the identification of the incident, Mitsui has been earnestly
taking the following actions:
- Responsive measures to DPF users
- Compensation for providers of subsidies relating to our DPFs
- Disciplinary and legal actions on individuals directly involved in the
data falsifications
- Implementation of measures to prevent the recurrence of similar
incidents in future
In our announcement on December 24, 2004 regarding the result of the internal
investigation on the DPF incident together with actions based on such result,
Mitsui stated that we recognized the responsibility of our management team which
was unable to prevent the occurrence of these grave incidents, and would report
on further actions in this respect at the earliest appropriate opportunity.
Subsequently, Mitsui established an Independent Committee for the DPF incident
which was chaired by Mr. Yasutaka Okamura, Corporate Auditor, and was made up of
the following five individuals, all of whom are independent from Mitsui.
Ms. One Akiyama CEO, Integrex Inc.
Mr. Seinei Gondo Attorney at Law, Chairman of the internal
investigation committee for the DPF incident
Mr. Kakutaro Kitashiro Chairman of the Board, IBM Japan, Ltd.,
Chairman, Japan Association of Corporate
Executives
Mr. Ko Matsukata Corporate Auditor, Advisor to Mitsui Sumitomo
Insurance Co., Ltd.
Mr. Yasutaka Okamura Corporate Auditor, Former Attorney General
The Independent Committee was asked to report on the following three points:
- Consideration of the root causes and background which led to the DPF
incident
- Evaluation of the preventive measures announced on December 24, 2004,
together with recommendations for further actions
- Evaluation of the responsibility of our management team, together with
recommendation for relevant actions in this respect
Mitsui received the report from the Independent Committee yesterday, and has
given full consideration of the evaluations and recommendations. Taking into
account other relevant factors including the grave social impact of the DPF
incident and the losses and damages incurred by Mitsui, we resolved to implement
disciplinary reductions of directors' remuneration at the extraordinary meeting
of the Board of Directors held today. The remuneration reductions will be for
three months beginning this March, as detailed below.
- 50% reduction President & CEO
- 30% reduction Director overseeing the relevant business unit
Director & Chief Compliance Officer
- 20% reduction Six other full-time Directors
We also took relevant disciplinary actions today on officers and managers who
were responsible for supervising those individuals directly involved in the
incident. In the meantime, we will seriously consider and implement the
recommendations for further actions on preventive measures.
Mitsui again expresses our utmost regret to our DPF users and all the parties
concerned as well as the citizens and the local communities for the occurrence
of the incident.
For further information, please contact
Mitsui & Co., Ltd.
Corporate Communications Division
Tel: +81-3-3285-7564
Investor Relations Division
Tel: +81-3-3285-7910