Meetings of the Board of Directors and Corporate Officer Compensation
Meetings of Management Bodies in FY 2022-2024
| Financial Year | Board Meetings | Governance, Nomination and Remuneration Committee | Women’s Advancement Committee | Audit & Supervisory Board Meeting | ||
|---|---|---|---|---|---|---|
| FY2024 | Number of Meetings |
13 |
5 |
2 |
13 |
|
|
Outside Directors |
100% |
100% |
100% |
- |
|
|
Outside Audit & Supervisory Board Members |
100% |
100% |
75% |
100% |
||
| Financial Year | Board Meetings | Nomination Committee | Governance and Remuneration Committee | Women’s Advancement Committee | Audit & Supervisory Board Meeting | ||
|---|---|---|---|---|---|---|---|
| FY 2023 | Number of Meetings |
17 |
3 |
2 |
2 |
14 |
|
|
Outside Directors |
100% |
100% |
100% |
100% |
- |
|
|
Outside Audit & Supervisory Board Members |
100% |
100% |
100% |
100% |
100% |
||
| FY 2022 | Number of Meetings |
15 |
3 |
2 |
2 |
14 |
|
|
Outside Directors |
98% |
100% |
100% |
100% |
- |
|
|
Outside Audit & Supervisory Board Members |
100% |
100% |
100% |
100% |
100% |
||
- "Number of Meetings” does not include meetings by paper circulations.
Actual Corporate Officer Remuneration for FY 2023 and FY 2024
| FY 2023 | FY 2024 | |||||
|---|---|---|---|---|---|---|
| Number of people |
Amount paid (Millions of Yen) |
Details | Number of people |
Amount paid (Millions of Yen) |
Details | |
| Directors (Outside Directors) |
11 |
3,661 |
|
11 |
5,647 |
|
| Audit & Supervisory Board Members (Outside Audit & Supervisory Board Members) |
7 |
160 |
|
5 |
189 |
|
| Total (Outside Officers) |
18 |
3,821 |
16 |
5,836 |
||
- (1) Monthly Remuneration, (2) Performance-linked bonuses, (3) Share price-linked bonuses, (4) Stock Remuneration (BIP Trust), (5) Stock Remuneration (RS Remuneration)
- Monthly remuneration is decided based on the standard amount by position and the level of contribution to ITOCHU Corporation, including its response to climate change, ESG, and the SDGs.
Corporate Officer Remuneration System
ITOCHU’s remuneration plan for Directors is designed to be an incentive to grow business performance and raise ITOCHU’s stock price. Variable remuneration is approximately 88% of overall remuneration (FY 2024), which is extremely high, even when compared to other companies. The system clarifies management’s responsibility, with Director remuneration increasing as performance improves, and significantly decreasing if performance deteriorates. Furthermore, this remuneration plan, including the calculation method, has been previously disclosed publicly, making it highly transparent.
More specifically, the remuneration plan consists of (1) monthly remuneration, (2) performance-linked bonuses, (3) share price-linked bonuses, and (4) performance-linked stock remuneration, with performance-linked bonuses reflecting short-term performance and share price-linked bonuses and performance-linked stock remuneration reflecting the increase of corporate value in the medium to long term.
We have consolidated net profit as the linked indicator for the performance-linked bonus and performance-linked stock remuneration, which is a non-monetary remuneration. Consolidated net profit is of high interest on the stock market because it is an easy-to-understand indicator of capital for growth-oriented investment and returns to shareholders, and we believe that its importance as an indicator going forward is unshakeable. In addition, employee bonuses are also linked to consolidated net profit.
To align with our shareholders and create greater awareness of increasing corporate value, we have introduced share price-linked bonuses with ITOCHU's share price as the linked indicator. This bonus is an index linked to the increase in the average daily value of ITOCHU's stock price for each consecutive two fiscal years. To ensure fairness, the calculation scheme includes the relative evaluation between the growth rate of the average value of the ITOCHU's stock price and the growth rate of the average value of the Tokyo Stock Price Index (TOPIX) for each successive two fiscal years.
| Type of remuneration | Content | Remuneration limit | Resolution of General Meeting of Shareholders | |
|---|---|---|---|---|
| Directors |
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Total amount of ITOCHU’s shares as well as monetary claims as property contributed in kind for the acquisition of ITOCHU’s shares: ¥3.0 billion per year
Total number of ITOCHU’s shares to be issued or disposed of to the eligible persons: 300,000 shares per year*2 *Not paid to Outside Directors |
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| Audit & Supervisory Board Members |
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- ITOCHU resolved at the Board of Directors meeting held on November 5, 2025, to conduct a stock split of common shares at a ratio of five shares for each one share, with an effective date of January 1, 2026 (the “Share Split”). Upon implementation of the Share Split, on and after January 1, 2026, 1 point corresponds to 5 shares in ITOCHU.
- Upon implementation of the Share Split, on and after January 1, 2026, 150,000 shares per year.
Formulas for Performance-linked Bonuses for Directors
In accordance with confirmed results for FY 2025, director bonuses for FY 2024 will be paid following the conclusion of the 102nd Ordinary General Meeting of Shareholders in amounts calculated according to the methods described below (in regard to BIP Trust, points will be awarded, and as to RS Remuneration, monetary claims as property contributed in kind for the acquisition of ITOCHU’s shares will be awarded.).
Total Amount Paid to all Directors
Total amount paid to all Directors = Consolidated net profit attributable to ITOCHU for FY 2025 x 0.35% (Note 1) x Sum of Position points for all the eligible Directors / 55
Amount Paid to an Individual Director
Amount paid to an individual Director = (Total amount paid to all Directors as above x Position Point / Sum of Position points for all the eligible Directors) x ((the Rate A (Note 2, 5) determined based on plan achievement rate of the consolidated net profit of the assigned division/department) x 50%
+ (the Rate B (Note 3, 5) determined based on the rate determined by comparing the net profit of the assigned division/department in the fiscal year to that of previous fiscal year) x 20%
+ (the Rate C (Note 4, 5) determined based on the rate determined by comparing the net profit of the assigned division/department in the fiscal year and that in the fiscal year prior to the fiscal year when he/she assumed the position) x 30%).
| Chairman and Chief Executive Officer | President and Chief Operating Officer | Executive Vice President | Senior Managing Executive Officer | Managing Executive Officer | Executive Officer |
|---|---|---|---|---|---|
|
10 |
7.5 |
5 |
4 |
3 |
2.2 |
However, for Directors who have already assumed a position in the assigned division/department as of the date of the system revision on June 13, 2023, the consolidated net profit in the fiscal year prior to the fiscal year when he/she assumed the position for the year before assuming the position shall be replaced with the consolidated net profit of the assigned division/department for FY 2023.
Formulas for Share price-linked Bonuses
This share price-linked bonus is an index linked to the increase in the average daily value of ITOCHU's stock price for two consecutive fiscal years. To ensure fairness, the calculation scheme includes the relative evaluation between the growth rate of the average value of the ITOCHU's stock price and the growth rate of the average value of the Tokyo Stock Price Index (TOPIX) for each successive two fiscal years, and when the Director retires or, in the case of taking on the position of Executive Officer after retirement of the Director, the Executive Officer retires, such amount will be paid. Upon implementation of the Share Split, for purposes of calculating the “daily stock closing price of ITOCHU” in each of the formulas set forth below on and after January 1, 2026, the amount used shall be the Company’s closing share price multiplied by the split ratio (five times).
Amount Paid to an Individual Director
Amount paid to an individual Director for FY 2025: Larger amount of either I or II below:
I. [(The simple average of daily stock closing price of ITOCHU (“Average of Daily Closing Price”) in FY 2025) – (Average of Daily Closing Price from FY 2023 to FY 2024)] x 1,300,000 x aggregated Position Point during FY 2025 according to the position / 108.8 points x Relative Stock Price Growth Rate *1 x 1/2.
II.Average of Daily Closing Price from FY 2023 to FY 2024 x (Relative Stock Price Growth Rate*1 – 100%) x 1,300,000 x aggregated Position Point during FY 2025 according to the position / 108.8 points x 1/2.2.
- Relative Stock Price Growth Rate = (Average of Daily Closing Price in FY 2025 / Average of Daily Closing Price from FY 2023 to FY 2024) / (Simple average of daily TOPIX in FY 2025 / Simple average of daily TOPIX from FY 2023 to FY 2024)
The Position Points assigned to each position are same as those applied for performance-linked bonuses. For Directors, whose should reflect the performance evaluation of the responsible organization, multiply their Position Points by 0.5. If the amount calculated based on the calculation formula is negative, the amount paid to an individual Director for the relevant year will be zero.
The share price-linked bonuses together with performance-linked bonuses are paid to the eligible Directors within the Director bonuses limit of ¥5.0 billion.
Formulas for Performance-linked Stock Remuneration Plan (BIP Trust)
Under the BIP Trust, in June of ever year during the trust period, Directors who served as Directors from July 1 of the previous year to the last day of June of the said year (excluding Outside Directors) are granted “Performance Points” based on performance in the fiscal year that ended on March 31 of said year and in accordance with the number of months of service during that period. In addition, “Dividend Points” corresponding to the dividend amount at the time of each dividend record date of the year-end or interim dividend of each year (“Record Date”) are granted to the individuals who are at the office as a Director, etc. up until the Record Date.
The method of calculating the number of “Stock Allocation Points” granted to Directors (excluding Outside Directors) in FY 2025 is described below. One point corresponds to one share in ITOCHU, and amounts of less than one point are discarded. Upon implementation of the Share Split, on and after January 1, 2026, one point corresponds to five shares in ITOCHU, and amount of less than 0.2 point shall be discarded, and, for purposes of calculating the “Dividend Points” set forth below, the amount used for the Dividend per share and Reference share price shall be the dividend per share and Reference share price multiplied by the Share Split ratio (five times).
Stock Allocation Points = Performance Points + Dividend Points
Performance Points = Base points for each position*1 x Point calculation rate based on performance*2 x (Number of months of service from July, the beginning month of the applicable period of payment, to June of the following year (rounding up fractions of less than one month / 12) (rounding down fractions)
Dividend Points = Accumulated Stock Allocation Points on the Record Date*3 x Dividend per share / Reference share price
- Base points assigned to each position as the Director are as per below:
- Point calculation rate based on performance (A + B + C as defined below)
- Accumulated Stock Allocation Points = Accumulated Performance Points + Dividend Points
- Reference share price = Average share price of the one month before the month in which the dividend payment date falls.
| Chairman and Chief Executive Officer | President and Chief Operating Officer | Executive Vice President | Senior Managing Executive Officer | Managing Executive Officer | Executive Officer |
|---|---|---|---|---|---|
|
31,900 |
23,900 |
16,000 |
12,800 |
9,600 |
7,000 |
A = (In case Amount of net profit (consolidated) exceeds ¥300.0 billion, amount of which up until ¥800.0 billion subtracted by ¥300.0 billion) / ¥10.0 billion x 2%
B = (In case Amount of net profit (consolidated) exceeds ¥800.0 billion, amount of which up until ¥1,000.0 billion subtracted by ¥800.0 billion) /¥10.0 billion x 2% x 2
C = (In case Amount of net profit (consolidated) exceeds ¥1,000.0 billion, amount of which subtracted by ¥1,000.0 billion) / ¥10.0 billion x 2% x 3
*For Directors. for which performance evaluation regarding the organization they are in charge of can be carried out, the [2%] in A, B, and C, above, shall each be [1%].
Formulas for Performance-linked Stock Remuneration Plan (RS Remuneration)
At the 2025 Annual General Meeting of Shareholders, ITOCHU introduced the RS Remuneration Plan for its Directors (except for Outside Directors and non-residents of Japan, hereinafter referred to as "RS Eligible Directors").
Under the RS Remuneration Plan, remuneration is to be provided based on the level of the consolidated net profit attributable to ITOCHU for each fiscal year and is paid in the form of either (1) ITOCHU’s shares or (2) monetary claims as property contributed in kind for the acquisition of ITOCHU’s shares, and the RS Eligible Directors shall receive issuance or disposal of the ITOCHU’s shares pursuant to resolution of ITOCHU’s Board of Directors. The number of ITOCHU’s shares to be granted to RS Eligible Directors as RS Remuneration Plan for FY 2025 (the "RS Grant Number") is determined as follows, provided, in connection with the implementation of the Share Split, on and after January 1, 2026, for purposes of calculating the “RS Calculation Coefficient for each position” set forth below, the figures used shall be the figures indicated below multiplied by the Share Split ratio (five times):
RS Grant Number = consolidated net profit attributable to ITOCHU for FY 2025 / ¥100 million x RS Calculation Coefficient (Note) x (number of months of service from July, the beginning month of the applicable period of payment, to June of the following year (rounding up fractions of less than one month) / 12
* Base points assigned to each position as the Director are as per below:
| Chairman and Chief Executive Officer | President and Chief Operating Officer | Executive Vice President | Senior Managing Executive Officer | Managing Executive Officer | Executive Officer |
|---|---|---|---|---|---|
|
10.0 |
4.5 |
3.5 |
1.5 |
0.8 |
0.35 |
* Base points assigned to each position as the Director after the Share Split are as per below:
| Chairman and Chief Executive Officer | President and Chief Operating Officer | Executive Vice President | Senior Managing Executive Officer | Managing Executive Officer | Executive Officer |
|---|---|---|---|---|---|
|
50.0 |
22.5 |
17.5 |
7.5 |
4.0 |
1.75 |
The grant of ITOCHU’s shares or monetary claims as property contributed in kind under the RS Remuneration Plan shall be subject to the execution of a restricted stock allotment agreement between ITOCHU and RS Eligible Directors, the contents of which shall include, among others, that (1) transfer to a third party, creation of a security interest, or any other disposition of the shares for a certain period of time is prohibited, and (2) in the event that certain circumstances arise, ITOCHU shall acquire the shares without compensation.
