Corporate Governance

Action Plan

Risks	Opportunities
Occurrence of business continuity risk or unexpected loss resulting from the malfunction of corporate governance or internal control, and others.	Improvement of transparency in decision-making, appropriate response to changes and establishment of a stable basis of growth enabled by the establishment of a firm governance system, and others.

Materiality	SDGs Targets	Issues to address	Business area	Commitment	Specific approach	Performance indicators	Degree of Progress
Maintain rigorous governance structures		Maintaining and reinforcing a governance system for achieving sustainable growth	Corporate governance	We will implement highly effective supervision over the management from an independent and objective standpoint and ensure the appropriate and efficient execution of business operations by improving the transparency of our decision-making, aiming to our sustainable growth as well as the medium- and long-term improvement of our corporate value.	Appoint several outside Directors, who have a high level of independence that fulfills our independence criteria and are expected to contribute to the company management with a high level of knowledge in their respective fields. Maintain a highly transparent and objective Directors' and officers' remuneration system, which can increase their motivation to contribute to our medium- and long-term improvement of our company's performance and the improvement of our corporate value.	Continue to implement measures to strengthen the supervising function of the Board of Directors, through an annual evaluation of the Board of Directors.	(1) The diversity of the Board of Directors (always a one third or higher percentage of outside Directors; currently four out of 10 Directors) and the ratio of women (ratio in the previous fiscal year + 10%; currently two out of 10 Directors) have improved. (2) We have increased the number of independent outside members of the Board of Directors and outside Audit & Supervisory Board Members in the Nomination Committee to a majority (four out of seven members; +7.1% compared to the previous year). (Four out of eight Directors: 50% → Four out of seven Directors: 57.1%) We have almost completed the strengthening of governance in structural terms with the implementation of (1) and (2). From the next fiscal year onward, we will monitor the implementation of our Policy on the Governance of its Listed Subsidiaries formulated in this fiscal year and also deal with listing problems involving ITOCHU and our subsidiaries.

Materiality

SDGs Targets

Issues to address

Business area

Commitment

Specific approach

Performance indicators

Degree of Progress

Maintain rigorous governance structures

Maintaining and reinforcing a governance system for achieving sustainable growth

Corporate governance

We will implement highly effective supervision over the management from an independent and objective standpoint and ensure the appropriate and efficient execution of business operations by improving the transparency of our decision-making, aiming to our sustainable growth as well as the medium- and long-term improvement of our corporate value.

Appoint several outside Directors, who have a high level of independence that fulfills our independence criteria and are expected to contribute to the company management with a high level of knowledge in their respective fields.
Maintain a highly transparent and objective Directors' and officers' remuneration system, which can increase their motivation to contribute to our medium- and long-term improvement of our company's performance and the improvement of our corporate value.

Continue to implement measures to strengthen the supervising function of the Board of Directors, through an annual evaluation of the Board of Directors.

(1) The diversity of the Board of Directors (always a one third or higher percentage of outside Directors; currently four out of 10 Directors) and the ratio of women (ratio in the previous fiscal year + 10%; currently two out of 10 Directors) have improved.

(2) We have increased the number of independent outside members of the Board of Directors and outside Audit & Supervisory Board Members in the Nomination Committee to a majority (four out of seven members; +7.1% compared to the previous year). (Four out of eight Directors: 50% → Four out of seven Directors: 57.1%)

We have almost completed the strengthening of governance in structural terms with the implementation of (1) and (2). From the next fiscal year onward, we will monitor the implementation of our Policy on the Governance of its Listed Subsidiaries formulated in this fiscal year and also deal with listing problems involving ITOCHU and our subsidiaries.

Please visit the link below for details on policy, basic idea, etc.