Corporate Governance

Basic Policy

ITOCHU Group adopts the spirit of “Sampo-yoshi” as our corporate mission. In Japanese, “yoshi” means “good,” “sampo” means three sides consisting of (1) the seller (“urite”), (2) the buyer (“kaite”) and (3) society (“seken”). “Sampo-yoshi” is therefore “urite-yoshi” (meaning “good for the seller”), “kaite-yoshi” (meaning “good for the buyer”) and “seken-yoshi” (meaning “good for society”). This spirit originates from the message of our founder Chubei Itoh I (the merchant based in the former Ohmi Province of Japan (present-day Shiga Prefecture). We sincerely wish to contribute to solving social issues by not purely seeking to maximize our profits but also considering and responding to the expectations and trust of all of our surrounding stakeholders, including our customers, our shareholders and our employees. “Sampo-yoshi” is the business spirit by which we aim to bring a positive effect into the world and to contribute to realizing a sustainable society for all. Furthermore, we adopt “I am One with Infinite Missions” as our guideline of conduct. These words mean that each individual employee should consider his or her business conduct on his or her own initiative in order to complete our infinite missions aim for better business operations which are good for the seller, good for the buyer, and good for society as well as for a better future.

It is our fundamental management policy to build a fair and good relationship with various stakeholders based on our corporate mission and our guideline of conduct and thus improve our corporate value from a long-term perspective. In accordance with this policy, with the intention to ensure proper and efficient execution by management, we will enhance the transparency of decision-making and establish a corporate governance system in which monitoring and supervision functions are appropriately incorporated.

A strong leadership and a transparent decision-making system are pillars of good corporate governance. ITOCHU adopts an organizational structure with the presence of Audit & Supervisory Board (kansayaku secchi kaisha). In recent years, ITOCHU has gradually shifted to a governance model where executive officers decide and carry out the day to day business under the direction and supervision of the Board of Directors, along with implementing measures to strengthen monitoring.

In order to separate execution by and monitoring over management, we reduced the number of executive Directors and the increased percentage of Outside Directors on our Board of Directors to one-third or more from April 2017. We will also maintain this percentage of Outside Directors also in FYE 2021 and onwards. Additionally, ITOCHU has established, as voluntary advisory committees to the Board, a Governance and Remuneration Committee and a Nomination Committee, both of which are chaired by an Outside Director and comprised of a majority of Outside Directors and Audit & Supervisory Board Members (collectively “Outside Officers”) and a Women’s Advancement Committee as another voluntary advisory committee which is chaired by an Outside Director, with at least half of its members comprised of Outside Officers, and has continued to monitor management through the eyes of Outside Officers. As of June 23, 2023, in order to facilitate a more comprehensive and organic linkage between governance, remuneration, and nomination, the "Governance and Remuneration Committee" and the "Nomination Committee" have been restructured as the "Governance, Nomination, and Remuneration Committee." The committee will be chaired by an Outside Director and will consist of a majority of Outside Directors among its members. ITOCHU continues to maintain oversight of management by Outside Officers.

In appointing Outside Officers, ITOCHU places great importance on their independence, and in this connection, ITOCHU has adopted its own independence criteria, augmenting the independence criteria established by the Tokyo Stock Exchange.

This highly independent Board of Directors monitors execution by management as well as deliberates the execution of business that is of high quantitative or qualitative importance. The Company believes this arrangement facilitates not only appropriate monitoring over execution by management but also the consideration of important business execution from an external perspective.

It is also vital that ITOCHU disclose its financial and non-financial information to stakeholders as part of good governance. For this purpose, ITOCHU adopts a “Basic IR Policy” to further promote multi-party stakeholder dialogue, and makes best efforts to disclose such information both timely and adequately. Through communication with its stakeholders, ITOCHU aims to enhance its corporate value on a long-term basis.

We believe that our current corporate governance structure accords with good and effective corporate governance called for by the Tokyo Stock Exchange, in its Corporate Governance Code. ITOCHU will continue to evaluate and improve its corporate governance structure so that it always best suits ITOCHU in any given moment and time in its corporate history.

Compliance with Corporate Governance Code

As of June 2023, ITOCHU complies with all principles set forth in Corporate Governance Code.
For details, please refer to Corporate Governance Report (1.37MB)[PDF]


  • Establishment of the Governance and Remuneration Committee, the Nomination Committee, and the Women’s Advancement Committee as advisory committees to the Board of Directors
    (Please refer to "Overview of ITOCHU's Corporate Governance and Internal Control System" below)
  • Establishment of policy and process for appointing executive officers, candidates for Directors and candidates for Audit & Supervisory Board Members (Please refer to below)
  • Establishment of policy on holding listed shares for purposes other than pure investment and standards for the exercise of voting rights thereon (Please refer to below)
  • Adoption of our own independence criteria regarding the judgement on the independence of outside Directors and outside Audit & Supervisory Board Members (Please refer to below)
  • Formulation of Basic IR Policy (Please refer to Basic IR Policy)

Main Topics discussed at the Board Meeting

             
                     
  • FYE 2022
                     
  • Financial Results, Dividends, Financing, Treasury Share Acquisitions
  •                  
  • FYE2023 Management Plan, Overview of Results of the Evaluation as to the Effectiveness of the Board of Directors
  •                  
  • Report with respect to encountering cyber security incidents
  •                  
  • Report with respect to the activity of the Women’s Advancement Committee
  •                  
  • Report with respect to the sustainability development
  •                  
  • Important Investment Projects
    • Investment in AMMC Iron Ore Project in Canada
    • Divestment of the Shares in CONEXIO Corporation

    Etc.
  •                 
             
                     
  • FYE2021
                     
  • Financial Results, Dividends, Financing, Treasury Share Acquisitions
  •                  
  • Medium-Term Management Plan, Overview of Results of the Evaluation as to the Effectiveness of the Board of Directors
  •                  
  • Report with respect to the initiatives of corporate branding
  •                  
  • Report with respect to the sustainability development
  •                  
  • Important Investment Projects
    • nvestment in Hitachi Construction Machinery Co., Ltd.

    Etc.
  •                 

Results of Board Evaluation

ITOCHU has conducted an evaluation as to the effectiveness of the Board of Directors and Audit & Supervisory Board Members once a year since FYE 2016 utilizing external consultants, and the Board of Directors has analyzed and evaluated the findings after deliberation by the Governance and Compensation Committee (excluding FYE 2017).


Back number

  • FY2022 Overview of the Results of Board Evaluation(71KB)[PDF]
  • FY2021 Overview of the Results of Board Evaluation(70KB)[PDF]
  • FY2020 Overview of the Results of Board Evaluation(16KB)[PDF]
  • FY2019 Overview of the Results of Board Evaluation(17KB)[PDF]
  • FY2018 Overview of the Results of Board Evaluation(12KB)[PDF]
  • Steps taken to strengthen Corporate Governance

    1999

    - Introduction of Executive Officer System

    To strengthen decision-making and supervisory functions of the Board of Directors

    2011

    - Appointment of two Outside Directors

    To increase the effectiveness of the supervision of management and improve the transparency of decision making

    2015

    - Response to Japan's Corporate Governance Code
    - Establishment of the Governance and Remuneration Committee and the Nomination Committee
    - Revision of the Board of Directors' Regulations

    To strengthen the Board of Directors' supervision function and increase transparency

    2016

    - Increase in the number of Outside Directors(from two to three)
    - Reorganized the Governance and Remuneration Committee and the Nomination Committee(appointing Outside Directors as chairmen and accounting outside executive half or more of members)
    - Implemented Board of Directors' effectiveness evaluation

    To strengthen the Board of Directors' supervision function

    2017

    - Transition to a Board of Directors with a monitoring-focused structure
    - Increasing the ratio of Outside Directors to at least one-third
    - No Directors except one Division Company President appointed to concurrent positions

    For thorough separation of management execution and supervision

    2018

    - Transition to a Management Structure with a Chairman & CEO and a President & COO
    - Improve diversity of Outside Directors
    - Maintain an Outside Directors' ratio of at least one-third
    - Discontinue consultant and advisor system

    Maintenance of the Board of Directors' system in response to internal and external changes

    2019

    - Maintain the ratio of Outside Directors more than one-third at any time
    - Further improve the diversity of Outside Directors
    - Achieve 20% of the ratio of female Directors at the Board of Directors
    (in addition, two female executive officers (non-director))
    - Formulate the ITOCHU’s Policy on the Governance of its Listed Subsidiaries
    - Reorganized the Nomination Committee
    (Majority members of both the Governance Committee and the Nomination Committee are outside executives)

    Further improvement of the effectiveness of the Board of Directors

    2020

    - Maintain the ratio of female Directors at 20%
    - Improve the governance structure of listed subsidiaries

    Maintenance and improvement of the effectiveness of the Board of Directors and improvement of group governance system

    2021

    - Appointed a person with the knowledge of corporate management as Outside Director
    - Establishment of the Women’s Advancement Committee as an advisory committee to the Board of Directors

    Further improvement of diversity of the Board of Director while strengthening its supervision function

    2022

    -Maintain the diversity of the Board of Directors (ratio of female Directors at 20% and election of the Outside Director with the knowledge of corporate management)
    - Decision of the Reformation to the Governance, Nomination and Remuneration Committee, with Outside Director as chairpersons and a majority of Members as Outside Directors

    Further improvement of the effectiveness of the Board of Directors

    Corporate Governance System (As of June 23, 2023)

    Type of system

    Company with the Board of Directors and the Audit & Supervisory Board

    Number of Directors (Of which, number of outside Directors)

    10 (4)
    *2 of the Outside Directors are female, and the average term our internal Directors have been on overseas assignments is 5.6 years.

    Number of Audit & Supervisory Board Members (Of which, number of outside Audit & Supervisory Board Members)

    5(3)

    Term of office for Directors

    1 year (the same for Outside Directors)

    Adoption of an Executive Officer System

    Yes

    Organization to support CEO decision-making

    Headquarters Management Committee (HMC) deliberates on companywide management policy and important issues

    Advisory committees to the Board of Directors

    Governance, Nomination and Remuneration Committee, Women’s Advancement Committee

    Director Remuneration System
    • (1) Monthly remuneration (Fixed)
      Determined according to factors that include degree of contribution to ITOCHU, including addressing climate change, ESG and SDGs, based on a standard amount for each position
    • (2) Performance-linked bonuses (Variable(Single Year))
      Total amount is determined based on consolidated net profit, and individual amount is determined in relation to the position points for the Director, etc.
    • (3) Share price-linked bonuses (Variable(Medium- to Long-term))
      Calculated by adding the evaluation of the relative growth rate of ITOCHU's share price compared to Tokyo Stock Price Index (TOPIX) to the amount of increase of ITOCHU's share price for two consecutive fiscal years
    • (4) Performance-linked stock remuneration (Variable(Medium- to Long-term))
      Total amount is determined based on consolidated net profit, and individual amount is determined in relation to the position points for the Director used in calculating the individual performance-linked bonus
    • Outside Directors paid monthly remuneration only
    Independent external auditor

    Deloitte Touche Tohmatsu LLC

    Overview of ITOCHU's Corporate Governance and Internal Control System(As of April 1, 2023)

    [Fig.]
    1. CEO=Chief Executive Officer  COO=Chief Operating Officer  CSO=Chief Strategy Officer
      CAO=Chief Administrative Officer  CFO=Chief Financial Officer  CXO=Chief Transformation Officer 
      HMC=Headquarters Management Committee  ALM=Asset Liability Management
    2. CAO is the chief officer for compliance. Also, each Division Company has a Division Company president.
    3. Internal control systems and mechanisms have been implemented at every level of ITOCHU. Only the main internal control organization and committees are described herein.

    Advisory Committees to the Board of Directors

    Name Function
    Governance, Nomination and Remuneration Committee

    Deliberates and advises on proposals related to nomination and dismissal of Executive Officers, nomination and disposal of Senior Operating Officers, nomination of candidates for Directors and Audit & Supervisory Board Members, dismissal of Directors and Audit & Supervisory Board Members, appointment and dismissal of responsible Directors and officers, consideration of the succession plan, remuneration system for Directors and Executive Officers and other matters on corporate governance

    Women’s Advancement Committee

    Deliberates and advises on proposals relating to policies, strategies, and promotion measures to promote the empowerment of female employees

    1. Please refer toEnsuring Diversity of Officers(209KB)[PDF]for the composition of each advisory committee.
    2. Please refer toSpecial Feature on Governance:Women’s Advancement Committee for Women’s Advancement Committee.

    Principal Internal Committees

    Name Objectives
    Internal Control Committee

    Deliberates on issues related to the development of internal control systems
    Chairman : CSO

    Disclosure Committee

    Deliberates on issues related to business activity disclosure and on issues related to the development and operation of internal control systems in the area of financial reporting
    Chairman : CFO

    ALM Committee

    Deliberates on issues related to risk management systems and balance sheet management
    Chairman : CFO

    Compliance Committee

    Deliberates on issues related to compliance
    Chairman : CAO

    Sustainability Committee

    Deliberates on issues related to sustainability, SDGs, and ESG, excluding governance related issues
    Chairman : CAO

    Investment Consultative Committee

    Deliberates on issues related to investment and financing
    Chairman : CXO

    New Headquarters Project Committee

    Deliberates on issues related to New Headquarters Project
    Chairman : CAO

    Ensuring Diversity of Officers

    ITOCHU’s officers appointed in accordance with the "Policy and Process for Appointing Executive Officers" described below, both inside and outside, are engaged in management with their knowledge, experience and high level of insight in their respective fields. With respect to Outside Directors and full-time Audit & Supervisory Board Members, ITOCHU indicates the areas in which they are expected to contribute to the management of ITOCHU, in order to make maximum use of their specialized perspectives and high level of insight. Discussions with each officer are also reflected in deciding the areas. Please refer to Ensuring Diversity of Officers for the so-called skill matrix, which lists the principal specialized area of experience and areas of public potential contributions that should be provided by the Board of Directors.

    Policy and Process for Appointing Executive Officers, Candidates for Directors and Candidates for Audit & Supervisory Board Members

    [Policy and Process for Appointing Executive Officers]
    Executive officers are appointed annually by the Board of Directors among, in principle, employees regarded as candidates for executives based on our HR system with high integrity and exceptional ability (or those who have already been appointed as Executive Officers) who are judged to be capable of assuming the role as the Executive Officers. Additionally, in order to reflect diverse opinions in our management, we will actively promote the appointment of women as the Executive Officers, and particularly appoint talented women who are expected to grow its competence regardless of age. For Executive Officers with managing titles, Executive Officers of important posts including Presidents of Division Companies and Officers responsible for overseeing each administrative functions, we will select individuals who are deemed suitable to shoulder the responsibilities that come with those positions from a wide talent pool that is constituted primarily from individuals with Executive Officer experience. Candidates for Executive Officers are first selected by the Chairman & CEO based on, among others, recommendations from other officers (or in terms of incumbent Executive Officers, based on their respective performance, and in terms of Executive Officers with managing titles or those of important posts including Presidents of Division Companies and Officers responsible for overseeing each administrative functions, based on their experience and performance) and submitted to the Governance, Nomination and Remuneration Committee for further deliberation. Based on the deliberation and advice of the Governance, Nomination and Remuneration Committee, the Board of Directors appoints Executive Officers by its resolution. In case that an Executive Officer breaches the Executive Officers’ Regulation of ITOCHU Corporation or otherwise his or her performance is judged to be not appropriate, the Chairman & CEO (or the chair of the Governance, Nomination and Remuneration Committee) firstly makes a proposal of dismissal, and the Board of Directors dismisses such Executive Officer by its resolution based on the deliberation and advice of the Governance, Nomination and Remuneration Committee.

    [Policy and Process for Appointing Candidates for Directors]
    In order to effectively supervise management and decide important business matters as the Board of Directors of a general trading company with broad range of business, ITOCHU’s Board of Directors consists of, in principle, the Chairman & CEO, President & COO, officers responsible for overseeing each administrative functions, one appropriate Division Company president as an (internal) director, and several Outside Directors so that the percentage of Outside Directors in the Board of Directors is one-third or more to improve the supervisory function of the Board of Directors. When nominating Outside Director candidates, ITOCHU prioritizes candidates with higher independence, based on the criteria for “independent directors” prescribed by the Tokyo Stock Exchange, Inc. and ITOCHU’s “Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members,” who with his or her experience and knowledge in the relevant category, are expected to contribute to the management of ITOCHU. The proposal for candidates for directors is created by the Chairman & CEO by taking into consideration diversity such as knowledge, experience, gender and international experience, and submitted to the Governance, Nomination and Remuneration Committee for further deliberation before the Board of Directors finally nominates the candidates for election at the General Meeting of Shareholders.

    [Policy and Process for Appointing Candidates for Audit & Supervisory Board Members]
    In order to appropriately audit and supervise management as Audit & Supervisory Board Members of a general trading company with broad range of business, candidates for Audit & Supervisory Board Members are selected from individuals with understanding about ITOCHU’s management, high-level expertise in fields including accounting, finance, law, and risk management, and a broad range of experience. As a company with an Audit & Supervisory Board, Outside Audit & Supervisory Board Members are always at least half of all members. When nominating Outside Audit & Supervisory Board Members, ITOCHU prioritizes candidates with higher independence, based on the criteria for “independent auditors” prescribed by Tokyo Stock Exchange, Inc. and ITOCHU’s “Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members,” who with his or her high-level expertise and extensive experience in the relevant category, are expected to appropriately audit and supervise the management of ITOCHU. Moreover, among the Audit & Supervisory Board Members, ITOCHU nominates at least one person who possesses considerable knowledge concerning finance and accounting. Based on this policy, a proposal on candidates for Audit & Supervisory Board Members is created by the Chairman & CEO after consultation with full-time Audit & Supervisory Board Members. The proposal is then submitted to the Governance, Nomination and Remuneration Committee (until June 22, 2023, Nomination Committee) for further deliberation and, after receiving the approval of the Audit & Supervisory Board, the Board of Directors selects the candidates for election at the General Meeting of Shareholders.

    Senior Operating Officer

    “Senior Operating Officer” was created as a new post. Tenure of Executive Officers (except for Executive Officers with managing titles, Executive Officers of important posts including Presidents of Division Companies and Officers responsible for overseeing each administrative functions (collectively “Executive Officers with Important Roles”) or Executive Officers appointed by a special measure applicable to women) who will leave the office upon the end of the tenure will be appointed as Senior Operating Officers if they will continue to owe the same task or be transferred to the other internal positions. Senior Operating Officers are senior to Executive Officers (except for Executive Offices with Important Roles) and Executive Officers with Important Roles will be in principle appointed from Senior Operating Officers or those who had been Executive Officers and moved out to group companies.

    Consideration of the Succession Plan

    ITOCHU conducts discussions on succession planning through a process involving the proposal by Chairman & CEO followed by the deliberation at the Governance, Nomination and Remuneration Committee as an advisory committee to the Board of Directors. In considering the succession plan, it is essential to have a deep understanding not only of the overall business of ITOCHU but also of the candidates' professional backgrounds, experiences, and personal qualities, in order to achieve long-term enhancement of corporate value. With this in mind, the process assumes the involvement of the executive team. And the Governance, Nomination and Remuneration Committee consists of a majority of Outside Directors, with one serving as the committee chairman, which allows for the inclusion of perspectives from Outside Officers who possess a viewpoint encompassing both public perception and the interests of common shareholders. It should be noted that the successor will be determined by the Board of Directors based on the candidate proposed by the Chairman & CEO, following deliberation and recommendations from the Governance, Nomination, and Remuneration Committee, which are then presented to and resolved upon by the Board of Directors.

    Policy on Acquiring and Holding Cross-Shareholdings, and Voting Guideline

    [Policy on Acquiring and Holding Cross-Shareholdings]
    ITOCHU classifies investments other than for pure investment purposes and to consolidated companies as “Investments to Non-Affiliated Companies,” and includes “Cross-Shareholdings” as set forth in Corporate Governance Code in this classification. ITOCHU engages in investments to non-affiliated companies in order to create business relationships. In principle, it is the Company’s policy to limit investments to non-affiliated companies to those that have a high likelihood of generating investment returns, and those with a high strategic significance including affiliation in future. This policy remains the same, regardless of whether investments are in or outside Japan, listed or unlisted.

    [The content of the verification regarding Cross-Shareholdings]
    In order to manage our investment, we set an internal rule. Through annual review of all investments to non-affiliated companies including Cross-Shareholdings, we examine economic (quantitative) rationale based on returns on our investment, and review strategic objectives of holding such investments taking into consideration the likelihood that our investment purpose will be realized in the future. Investments that do not generate economic added value over two-years or investments that lack strategic objective based on such annual review will be, in principle, sold. Results of such annual review with respect to Cross-Shareholdings are subject to further scrutiny through discussions at our Board of Directors meetings from the perspective of economic rationale and strategic objective. The Board of Directors has conducted a review of the listed investments to Non-Affiliated Companies including Cross-Shareholdings as of the end of March 2022, and confirmed the rationale for holding all stocks except for those where an Exit therefrom was planned.

    ITOCHU places great importance on communication with each investee with the view to building, strengthening and maintaining business relationship as well as to improving corporate value of both ITOCHU and each investee. In May 2015, ITOCHU adopted the following internal voting guideline with respect to Cross-Shareholdings to ensure that ITOCHU’s voting rights on all of such investments are exercised in a timely and adequate manner.

    [Voting Guidelines on Cross-Shareholdings]

    1. In principle, not to abstain from voting or to grant full authority to exercise voting rights on our behalf.
    2. To decide for or against a proposal taking into consideration our investment purpose and holding policy.

    ITOCHU’s final position on voting is determined through an internal decision making process based on an initial plan prepared by the department through which an investment is made.

    Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members

    ITOCHU has adopted its own independence criteria (augmenting the independence criterial established by the Tokyo Stock Exchange).

    Reason for Appointment as Outside Directors

    Name Reason for appointment
    Masatoshi Kawana
    appointed in June 2018

    [Attendance at Meetings of
    the Board of Directors]
    FYE 2023 : 15/15 (100%)

    Mr. Kawana is appointed as an Outside Director in the anticipation that, based on his experience as a doctor at Tokyo Women's Medical University Hospital for many years and in important posts such as the Deputy Director of the same hospital as well as his high level of medical knowledge, he will monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors / auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Kawana qualifies as an independent Director. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Director.

    Makiko Nakamori
    appointed in June 2019

    [Attendance at Meetings of
    the Board of Directors]
    FYE 2023 : 15/15 (100%)

    Ms. Nakamori is appointed as an Outside Director in the anticipation that, based on her high level expertise regarding finance and accounting as a certified public accountant as well as her extensive experience as a corporate executive, she will monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors / auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Ms. Nakamori qualifies as an independent Director. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general investors, and she has been designated as an independent Director.

    Kunio Ishizuka
    appointed in June 2021

    [Attendance at Meetings of
    the Board of Directors]
    FYE 2023 : 15/15 ( 100%)

    Mr. Ishizuka is appointed as an Outside Director in the anticipation that, by utilizing his extensive knowledge of corporate management and the retail industry that was earned through his experience as President and Chairman of Isetan Mitsukoshi Holdings Ltd. and as a Vice Chair of Nippon Keidanren (Japan Business Federation), he will monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors / auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Ishizuka qualifies as an independent Director. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Director.

    Akiko Ito*
    appointed in June 2023

    Ms. Ito is appointed as an Outside Director in the anticipation that, based on her extensive and profound insights as a government official in charge of consumer-oriented issues, which were earned from her experience such as the Deputy Director-General of the Ministry of Land, Infrastructure, Transport and Tourism, the Director-General of the Housing Bureau as the first female director in the Ministry of Land, Infrastructure, Transport and Tourism, and as Councillor, Cabinet Secretariat, Director General, Secretariat of the Headquarters for Overcoming Population Decline and Vitalizing Local Economy in Japan, followed by her service as Commissioner of Consumer Affairs Agency, she will monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors / auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Ms. Ito qualifies as an independent Director. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general investors, and she has been designated as an independent Director.
    *Registered name: Akiko Noda

    Reason for Appointment as Outside Audit & Supervisory Board Members

    Name Reason for appointment
    Kentaro Uryu
    appointed in June 2015

    [Attendance at Meetings of]
    - Board of Directors
    FYE 2022 : 15/15 (100%)
    - Audit & Supervisory Board
    FYE 2023 : 14/14 (100%)

    Mr. Uryu is appointed as an outside Audit & Supervisory Board Member in the anticipation that he will monitor management and provide auditing from an independent perspective by utilizing his high level of expertise in law and extensive experience as an attorney-at-law for many years. According to the criteria for the independence of directors / auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Uryu qualifies as an independent Audit & Supervisory Board Member. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Audit & Supervisory Board Member.

    Tsutomu Fujita
    appointed in June 2023

    Mr. Fujita is appointed as an outside Audit & Supervisory Board Member in the anticipation that he will monitor management and provide auditing from an independent perspective by leveraging his extensive experience and advanced expertise gained from years of experience in the financial industry. According to the criteria for the independence of directors / auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Fujita qualifies as an independent Audit & Supervisory Board Member. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent auditor.

    Kumi Kobayashi*
    appointed in June 2023

    Ms. Kobayashi is appointed as an outside Audit & Supervisory Board Member in the anticipation that she will monitor management and provide auditing from an independent perspective by utilizing her extensive professional knowledge and practical experience in financial and accounting matters, gained from her career as a certified public accountant. According to the criteria for the independence of directors / auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Ms. Kobayashi qualifies as an independent Audit & Supervisory Board Member. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general investors, and she has been designated as an independent auditor.
    *Registered name: Kumi Nojiri

    Significance of Holding and ITOCHU’s Policy on the Governance of Its Listed Subsidiaries

    ITOCHU has 188 consolidated subsidiaries (as of the end of March, 2023) and is expanding our diverse businesses in Japan and all over the world. As the core of the Group, ITOCHU formulates management policies as well as short- and medium-term management plans on a group basis, and regularly monitors the progress of each segment. In order to appropriately deal with various risks as a group, we have the internal control systems on a group basis, which are necessary to ensure that Directors’ implementations of duties are in compliance with laws and statutory regulations and the Articles of Incorporation, and to ensure the appropriateness of other operations.

    In particular, ITOCHU makes conscientious efforts to ensure execution of duties by directors and employees at each subsidiary to comply with laws and regulations and the Articles of Incorporation by means of the directors and corporate auditors dispatched to each subsidiary supervising and auditing the execution of duties. In addition, in order to deal with various risks such as market risk, credit risk, country risk, investment risk, environmental/social risk etc. of the Group, ITOCHU maintains and manages risks comprehensively and individually. For that purpose, various internal committees and responsible departments have been established, and the necessary risk management system and management method are group-based. Furthermore, ITOCHU formulates a group compliance program, establishes and operates the system required to prevent the occurrence of any violations of laws and regulations, and strives for continuous improvement through regular reviews.

    As of December 22, 2023, ITOCHU’s listed subsidiaries are ITOCHU Techno-Solutions Corporation, ITOCHU ENEX CO., LTD., ITOCHU-SHOKUHIN Co., Ltd., C.I. TAKIRON Corporation and Prima Meat Packers, Ltd., and ITOCHU respects the autonomy of these listed subsidiaries and prohibits any acts that contradict the principle of shareholder equality (ITOCHU has not entered into any governance related agreements with these listed subsidiaries). In particular, with the recognition that there is a potential conflict of interest between ITOCHU and the minority shareholders of these listed subsidiaries and in order to secure the independent decision-making of these listed subsidiaries, we request these listed subsidiaries to set up the governance structure under which functions of their independent Outside Directors are well assured.

    Each of the above-mentioned subsidiaries had established and maintained an effective governance system, including the ratio of Outside Directors and the establishment of an independent advisory committee to the Board of Directors, and/or special committees to evaluate and discuss about the important transactions and actions, which may have a conflict with the controlling shareholder. ITOCHU will continue to encourage listed subsidiaries to further improve their governance structure, taking into account the amendments to the Corporate Governance Code issued by the Tokyo Stock Exchange. In addition, while seeking synergies by strengthening cooperation with each listed subsidiary, in conducting of transactions with each listed subsidiary, fair and appropriate terms and conditions are determined by taking into account market prices, etc., on the premise of pursuing economic rationality with each other. Further, ITOCHU fully respects the decision of the advisory committee to the board of directors, which has the function of nomination, in exercising voting rights regarding the selection or removal of independent directors or nomination process of independent directors of our listed subsidiaries.

    ITOCHU does not believe that the dissolution of parent-subsidiary listings should be uniformly carried out based solely on the fact that a subsidiary is publicly listed. As stated below, we recognize the significance of each individual subsidiary's holding rational and strive to establish and maintain an effective governance structure to prevent conflicts of interest. Additionally, while considering the strategic positioning of each subsidiary within ITOCHU Group, we make individual assessments of holding policies of listed subsidiaries without limiting the options, based on a case-by-case basis. Holding policies are deliberated by the Division Company that has the investment and discussed annually in the management meetings. The decisions regarding the holding policies of each listed subsidiary are made taking these discussions into account and are shared with Outside Officers.

    On the premise of the above-mentioned governance system, the significance of holding a listed subsidiary includes: 1) expansion of business partners based on our name recognition, creditworthiness and independence; 2) the expansion of synergies within the Group; (3) reduction of the ITOCHU's financial burden on the listed subsidiary; and (4) securing excellent human resources. In addition, the significance of holding each listed subsidiary from the perspective of the Group's management strategy and sales perspective is as follows:

    Company Significance of Holding
    ITOCHU ENEX CO., LTD.

    Utilizing its wide and diverse domestic customer base, ITOCHU ENEX CO., LTD. is developing new fuel sales, services to enhance logistics efficiency, and next-generation businesses, etc., in addition to existing energy business and power business. It is important and indispensable presence for the Group in order to build a stable profit based both in Japan and overseas. In addition, ITOCHU ENEX CO., LTD., utilizing ITOCHU Group's extensive domestic and international network, promotes initiatives in the new energy field which contribute to achieving the SDGs, and carries out the fuel supply businesses for our Group companies. ITOCHU and ITOCHU ENEX CO., LTD., as business partners, are mutually contributing to the enhancement of corporate value.

    ITOCHU-SHOKUHIN Co., Ltd.

    The principal and main business of ITOCHU-SHOKUHIN Co., Ltd. is the sale and distribution of alcoholic beverages and processed foods. Based on its existence, ITOCHU secures stable contact points with various domestic retailers, and maximizes profit in the food distribution field by utilizing this sales channel. In addition, by utilizing our Group's diverse customer base and knowledge in implementing the growth strategy of ITOCHU-SHOKUHIN Co., Ltd., such as contribution to customers through creating sales floors which utilize digital transformation (DX), etc., ITOCHU is contributing to the expansion and evolution of the services provided by ITOCHU-SHOKUHIN Co., Ltd. Accordingly, ITOCHU and ITOCHU-SHOKUHIN Co., Ltd. are in a mutually beneficial relationship as business partners to enhance corporate value.

    C.I. TAKIRON Corporation

    C.I. TAKIRON Corporation is positioned as a core enterprise in the Group's plastic resin business, due to its advanced technological capabilities and large-scale production capacity. C.I.TAKIRON Corporation utilizes ITOCHU Group's extensive domestic and international network for overseas expansion of C.I.TAKIRON Corporation's functional film business, stable procurement of competitive raw materials, and expansion of sales of C.I.TAKIRON Corporation's various products. ITOCHU and C.I.TAKIRON Corporation, as business partners, are mutually contributing to enhancing corporate value.

    Prima Meat Packers, Ltd.

    The main and principal business of Prima Meat Packers, Ltd. is to sell meat and processed livestock products, and it assumes an important role in supplying final products in ITOCHU Group's livestock value chain. Prima Meat Packers, Ltd. utilizes ITOCHU Group's extensive domestic and international network to ensure a stable supply of high-quality imported raw materials for its core products and to jointly develop pork brands with overseas partners in our Group. As business partners, ITOCHU and Prima Meat Packers, Ltd. have a mutually beneficial relationship to enhance corporate value. A business relationship on the premise of pursuing mutual economic rationality has been established and maintained.

    To enhance the corporate value of the overall ITOCHU Group, ITOCHU, as their parent company and major shareholder, regularly pays adequate attention to the legal compliance systems and status of these listed subsidiaries. ITOCHU provides appropriate advice and support as needed on specific compliance-related matters, creation of internal control systems, and other managerial issues.

    In addition, in order to contribute to the stabilization of management and the expansion of profits at each listed subsidiary, ITOCHU, upon consultation with each listed subsidiary, promotes personnel exchanges mainly by dispatching persons with expertise in financial accounting, legal affairs, etc. and management personnel of overseas expansion and overseas bases of each listed subsidiary, and by accepting personnel from each listed subsidiary to sales and management departments of ITOCHU.

    As of June 23, 2023, ITOCHU holds investments in multiple listed affiliated companies. Regarding these affiliated companies, we take care to avoid conflicts of interest in transactions with them and, based on the actual conditions of each company, including capital relationships and transaction status, we respond as necessary in a manner similar to that of listed subsidiaries. It should be noted that the common significance of holding each listed affiliated company includes: 1) expansion of business partners based on our name recognition, creditworthiness and independence; 2) the expansion of synergies within the Group including synergies among ITOCHU and listed affiliated companies; 3) reduction of the ITOCHU's financial burden on the listed affiliated companies; and 4) securing excellent human resources, among others. Each listed affiliated company has a business relationship with ITOCHU and they utilize the wide network that ITOCHU possesses as a trading house to expand their respective product and service transactions, promoting collaboration. The relationship between each listed affiliated company and ITOCHU contributes to the mutual enhancement of corporate value as business partners.

    Others

    Itochu does not adopt any takeover defense measures.