Overview of Results of the Evaluation as to the Effectiveness of the Board of Directors of ITOCHU Corporation

April 15, 2026

ITOCHU Corporation (“ITOCHU”) hereby announces that it conducted the evaluation as to the effectiveness of its Board of Directors targeting the Members of the Board and Audit & Supervisory Board Members in FY2025, and accordingly, reports the overview of the results as follows.

Procedure for the Board Evaluation

Respondents

All of ten (10) Members of the Board and five (5) Audit & Supervisory Board Members in FY2025
Implementation and Evaluation method

  1. An external consultant conducted questionnaires and individual interviews with each respondent (responses were provided on an anonymous basis)

  2. The external consultant compiled and analyzed the responses from the respondents

  3. Based on the external consultant’s compilation and analysis, the Governance, Nomination and Remuneration Committee conducted its review

  4. The Board of Directors then conducted its analysis and evaluation
Question details

The questionnaires consist of the following nine (9) sections and a total of thirty-nine (39) questions:

  1. Structure of the Board of Directors

  2. Governance structure, oversight, and functions of the Board of Directors

  3. Operation, processes, and support system of the Board of Directors

  4. Human resources

  5. Culture, ethics, and compliance

  6. Effectiveness of voluntary advisory committees

  7. Performance as to the effectiveness of individual Members of the Board / Audit & Supervisory Board Members

  8. Relative year-on-year evaluation (items improved from the previous year and items requiring continued improvement)

  9. Cross-evaluation by position and other general matters (optional responses)

In this fiscal year, in light of the fact that the effectiveness of ITOCHU’s Board of Directors has generally remained at a high level, we revised the evaluation items with the aim of proactively incorporating new evaluation perspectives and extracting and analyzing more specific issues with greater clarity, in addition to the conventional evaluation that placed emphasis on continuity. In connection with this revision, we newly introduced self-evaluation by individual officers and cross-evaluation by position, and, after sharing the questionnaire results during interviews, placed greater emphasis than before on in-depth analysis based on qualitative comments.

Overview of the Results of the Evaluation

As a result of deliberations at the Governance, Nomination and Remuneration Committee and the Board of Directors based on the analysis of the questionnaires and individual interviews, it was confirmed that the effectiveness of ITOCHU’s Board of Directors continues to be maintained at a high level. From both quantitative and qualitative perspectives, the structure of the Board of Directors, the information provision system, and the effectiveness of the voluntary advisory committees were found to be functioning well, and the Board of Directors of ITOCHU was evaluated as maintaining a high level of effectiveness as a forum for overseeing management and making decisions on important matters.

From a quantitative perspective, while a generally high level of evaluation was confirmed overall, the results also indicated that certain themes of high importance and difficulty for ITOCHU still have relative room for further enhancement. While progress over the past year was recognized in some themes, areas requiring continued efforts were also identified, and it is regarded that this has clarified the themes for which the Board of Directors should continue to enhance the quality of its discussions and oversight.

From a qualitative perspective, the stability and efficiency of Board operations, the clarity of decision-making and accountability, the quality of information sharing and stakeholder engagement, and the utilization of the knowledge and contributions of Outside Directors were confirmed as strengths of ITOCHU. On the other hand, group governance, the promotion and oversight of DX and AI, and human resource development and succession planning were identified as themes on which the Board of Directors of ITOCHU should deepen discussion and oversight in order to achieve effectiveness at an even higher level.

Progress on Issues Identified in the FY2024 Evaluation

　　　　　　　　　　　　　　　　　　 　　　　　　　　　　　　　　　　　　　　　　　　 　 　 　　　　　　　　　　　　　　　　　　　　 　　　　　　　　　　　　
Issues Progress in FY2025 and Further Areas for Effort

Discussions on supervising the institutionalization of diversity enhancement measures and promoting their further evolution
  • Steady progress was made in the implementation and institutionalization of measures, including the establishment and maintenance of the special measure system for female Executive Officers, the clear communication of a strong message regarding the promotion of women’s advancement, and the development of opportunities for detailed follow-up through networking events and interviews.
  • At the same time, it was confirmed that continued discussion is still needed regarding the visualization of the development status and outcomes of selected personnel, the design of an appropriate exit from the system, its sustainability, and perspectives relating to greater diversity in the talent pool.
　　　　　　　　　　　　　　　　　　　　　　　　　　　

Supervising governance strengthening measures for sustainable growth of the Group
  • Progress was made in making the Board’s supervisory function more concrete, including improvement in the quality of growth investments and oversight thereof, enhanced volume and quality of reporting on important risks, and more substantive discussions at the Governance, Nomination and Remuneration Committee.
  • At the same time, it was confirmed that there remains room for further effort with respect to improving the quality of oversight across the Group, including publicly listed affiliated companies, explaining the Group’s growth story to the market, improving the timeliness of risk-related information gathering, and organizing the approach to succession planning.
　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　

As stated above, steady progress was confirmed with respect to all of the issues identified in prior years.

Future Initiatives

In light of the results of this evaluation of the effectiveness of the Board of Directors, ITOCHU will work to further enhance the oversight function of the Board of Directors, primarily from the following perspectives:

  1. Continuous evolution of group governance

    – Strengthening mechanisms for understanding the overall situation and maintaining control –
    While maintaining the strengths of Division Company-led management, ITOCHU will strengthen its coordination, oversight, and control functions from the perspective of optimizing the Group as a whole.

  2. Promotion of DX and AI as themes for value creation

    – Better agenda-setting and more sophisticated oversight –
    ITOCHU will clarify the themes that the Board of Directors should focus on in its discussions and oversight and will oversee initiatives that lead not only to operational efficiency but also to business transformation and profit creation.

  3. Human resource development to support sustainable management

    – Continued oversight of diversity and succession –
    ITOCHU will clarify the themes that the Board of Directors should focus on in its discussions and oversight and will oversee initiatives that lead not only to operational efficiency but also to business transformation and profit creation.

In light of the results of this evaluation of the effectiveness of the Board of Directors, ITOCHU will continue to work to maintain and further improve the effectiveness of the Board of Directors.