Action Plan

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.	We have decided to always keep 1/3 or higher percentage of outside directors. We are conducting the evaluation as to the effectiveness of FY 2019 Board of Directors, and we plan to release the result in April 2019.

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

Policy and Basic Concept

Structures and Systems

• Corporate Governance System
• Overview of ITOCHU's Corporate Governance and Internal Control System

Board of Directors

• Organization
  • Directors and Executive Officers
• Appointing Executive Officers
  • Policy and Process for Appointing Executive Officers, Candidates for Directors and Candidates for Audit & Supervisory Board Members
  • Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
    • We plan to propose the election of a total of 10 directors – including four outside directors (of these, two will be women) — at the FYE 2020 Ordinary General Meeting of Shareholders. If this proposal is approved, the ratio of outside directors on the Board of Directors will be 40% while the ratio of female directors on the Board of Directors will be 20%. This will be an improvement on both ratios from FYE 2019.
• Compenssation
  • Corporate Officer Compensation System
  • Formulas for Performance-linked Bonuses and Share-based Remuneration, Formulas for Market Capitalization-liked Bonuses
  • Discloser Status of Compensation for Individual Directors：Corporate Governance Report (753KB)
• Results of Board Evaluation
  • FYE 2018 Overview of the Result of Board Evaluation (12KB)
    • We review the effectiveness of the Board of Directors through a Board of Directors evaluation every year. We are continuing to take measures aimed at strengthening the supervisory functions of the Board of Directors.
• Advisory Committees
  • Advisory Committees to the Board of Directors

    The Governance and Remuneration Committee

    • Composition of the Nomination Committee and the Governance and Remuneration Committee

    Nomination Committee

    • Composition of the Nomination Committee and the Governance and Remuneration Committee

The Audit & Supervisory Board

• Organization
  • Directors and Executive Officers
• Appointing Candidates for Audit & Supervisory Board Members
  • Policy and Process for Appointing Executive Officers, Candidates for Directors and Candidates for Audit & Supervisory Board Members
  • Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
• Compenssation
  • Corporate Governance Report (753KB)

Principal Internal Committees

Internal Control System