Governance

Organization and Systems

The Sustainability Management Division plans and formulates company-wide action to further sustainability at ITOCHU Corporation, which the Sustainability Chairperson served by the Chief Administrative Officer finalizes. Meanwhile, the ESG Officers and Managers in each unit carry out sustainability actions. The Sustainability Committee, one of the company’s key committees, holds deliberations and reviews policy formulation and important matters. In addition to a role in heading the Sustainability Committee, the CAO joins meetings of the Board of Directors, the Headquarters Management Committee (HMC) and the Investment Consultative Committee. The chair also engages in decision-making based on both the impact our company has on the environment and society and the impact of changes in the environment and society on our company by reporting regularly to the Board of Directors to brief them on our promotion of sustainability.
We furthermore engage in dialogue with institutional investors and stakeholders within and outside the company. One example of this is our regularly convened advisory board. This dialogue provides an understanding of what society expects of and desires from the company, which we can then apply to our initiatives that lead to sustainable management and the resolution of social issues through core business operations.

Sustainability-related Governance Structural Chart (As of June 19, 2026)

CAO: Chief Administrative Officer
HMC: Headquarters Management Committee
ERM: Enterprise Risk Management

Board of Directors

ITOCHU Group recognizes that addressing sustainability challenges is one of its most important management priorities. The Board of Directors approves the Group policies, strategies, and business initiatives related to sustainability, and also provides oversight on the appropriateness of sustainability-related information that is to be disclosed.
The Board of Directors oversees the appropriateness of Material Issues by reviewing important matters such as policies toward risks and opportunities and specific actions to address them, as well as key performance indicators and progress toward their achievement.
Regarding the implementation of business and investment strategies (including the review of strategies and decisions on withdrawal from business) for sustainability-related risks and opportunities, including environmental and social risks, we use the ESG Checklist for Investments as a preliminary ESG risk assessment for all new investments, identify and analyze policies, structures and initiatives associated with sustainability-related risk. Those sustainability-related risks are verified at the Headquarters Management Committee (HMC), a committee where important matters are discussed.
After implementation, investments are followed up on from a multi-faceted perspective, including sustainability monitoring reviews of group companies to prevent sustainability-related risks, human rights due diligence, conducting on-site inspections to prevent environmental pollution, and other risks.
For management along the value chain, we conduct an annual sustainability survey to check the status of ESG initiatives of our suppliers. In addition, initiatives related to risks and opportunities regarding climate change are analyzed and disclosed based on the Task Force on Climate-Related Financial Disclosure (TCFD), and similarly those for natural capital are based on the Task Force on Nature-Related Financial Disclosure (TNFD) frameworks.
The Chief Administrative Officer (CAO) reports regularly to the Board of Directors on the content of deliberations at the HMC and initiatives taken, and the Board of Directors supervises the Company’s efforts to address sustainability-related issues.

Skills and Competencies of the Board of Directors

ITOCHU’s CAO has specialized experience and knowledge in the field of the SDGs and ESG. The CAO receives periodic reports about twice a month from the Sustainability Management Division in charge of planning and implementing various sustainability-related measures. Furthermore, we invite external experts to give talks and exchange opinions at meetings of the Sustainability Advisory Board held every year. Through those opportunities, we deepen our knowledge about sustainability-related trends in the world, the expectations in our company and the issues we should tackle.
The CAO, our representative director, is a member of the HMC which discusses our general management policy and important management-related matters. At the same time, the CAO concurrently serves as the chair of the Sustainability Committee. The CAO decides matters deliberated upon in meetings of the Sustainability Committee as the person with overall responsibility for sustainability. The HMC then approves important matters after they have been decided upon by the CAO. The CAO reports those decisions to the Board of Directors about three times a year together with the status of the main activities to promote sustainability. We believe this structure gives the Board of Directors the competency when overseeing sustainability.

Sustainability Committee

The Sustainability Committee deliberates on the formulation and implementation of various measures to respond to sustainability-related matters. The committee identifies, assesses and manages the setting of sustainability-related targets, progress management, and risks and opportunities. The Board of Directors oversees the promotion of business and investment strategies to respond to sustainability-related risks and opportunities. (That includes a review of strategies and divestment decisions.) In addition, the management of each Division Company and administrative division have been designated as ESG Officers. ESG Officers are responsible for overseeing the progress of various sustainability-related measures and initiatives, and reporting this progress to the Sustainability Committee.

FY2025 Sustainability-related Deliberations and Reports

(Department name at that time)

Board of Directors
Members	Number of Meetings Held
Directors and Audit & Supervisory Board members	4
Main items for approval/deliberation/report
Reports on contents of deliberations by the Sustainability Committee and decisions by the CAO Reports on external ESG assessments Reports on social contribution initiatives
Sustainability Committee
Members	Number of Meetings Held
Chair: CAO Members: Corporate Planning & Administration Division Corporate Communications Division Human Resources & General Affairs Division Legal Division Finance Division General Accounting Control Division Global Risk Management Division Investor Relations Division General Managers of each Administrative Division General Managers of the Planning & Administration Departments in each Division Company Audit & Supervisory Board member	3
Main items for approval/deliberation/report
Items for Approval Disclosure of sustainability-related information in Annual Securities Report Revision of Environmental Policy Matters to be Reported Confirmation of Material Issues Review of Sustainability Action Plans Results of ITOCHU Group Sustainability Monitoring Reviews Reports on progress of GHG emissions and avoided emissions Formulation of new targets for water and waste management ISO14001 environmental management reviews

Sustainability Advisory Board

The Sustainability Advisory Board was established to engage outside stakeholders in dialog with our executive management to determine whether the direction we are taking with regards to sustainability is aligned with the needs of society as ITOCHU Corporation’s business grows more diverse and widespread, and then to apply the insights to promoting sustainability. ITOCHU holds this meeting every year.

Overview of the Sustainability Advisory Board 2025

Meeting of the Sustainability Advisory Board 2025

(From left) Ms. Takaba from AIGCC,
Mr. Komori from ISSB, Mr. Tomita from Institute for Sustainability Management

In FY2025, we welcomed three experts to discuss the theme of “The ESG Investment Environment and Enhancing Corporate Valuen” in a meeting of the Sustainability Advisory Board we held in February 2026. First, we introduced our approach to ESG management and Sustainable Finance, as well as the challenges we face.

Next, we received lectures from experts, each offering insights from their respective perspectives. Mr. Tomita from the Institute for Sustainability Management spoke about the historical evolution of sustainability and ESG, international trends, and the importance of agile responses required in corporate management.
Mr. Komori, a member of the ISSB Board at the IFRS Foundation, discussed the significance of disclosing sustainability-related financial information under ISSB standards, as well as key points for providing meaningful disclosures linked to corporate strategy.
Ms. Takaba of AIGCC delivered a lecture on the latest trends in climate change measures expected of companies from an investor’s perspective, along with relevant evaluation frameworks.

In 2025, we observed a diversification of corporate responses to ESG, amid developments such as the acceleration of anti-ESG movements and adjustments to sustainability disclosure regulations in Europe. Notably, in the United States, even companies with strong ESG records sometimes scaled back their sustainability disclosures, while in Japan, many companies continued to strengthen their initiatives and information disclosure. Through discussions at the Advisory Board meeting, it was reaffirmed that corporate efforts in environment, social, and governance areas have become firmly rooted at the regulatory level, and that investors’ expectations for new initiatives and enhanced disclosure by companies remain robust. ITOCHU Group will continue to address a wide range of sustainability challenges such as climate change and human rights through our core business activities, and we remain committed to transparently communicating our progress to all stakeholders.

Summary of Past Activities

(Job Titles at the Time)

FY2025	The ESG Investment Environment and Enhancing Corporate Value Advisory Board Members Hiroshi Komori Member, International Sustainability Standards Board IFRS Foundation Hidemi Tomita CEO, Institute for Sustainability Management Minako Takaba Country Head - Japan, Asia Investor Group on Climate Change ITOCHU Members Fumihiko Kobayashi Representative Director, Executive Vice President, CAO Toshio Okudera General Manager, Machinery Corporate Planning Dept. Kotaro Suzuki General Manager, Metals & Minerals Corporate Planning Dept. Tatsuya Tanaka General Manager, Energy & Chemicals Corporate Planning Dept. Kazushi Ogura General Manager, General Products & Realty Corporate Planning Dept. Tetsuya Asano General Manager, ICT & Financial Management Corporate Planning Dept. Toru Oka General Manager, The 8th Corporate Planning Office Akira Yoshikoshi Textile Business Planning Dept. Tetsushi Kamezaki Food Business Planning Dept. Toshiyuki Kakimi Senior Operating Offices, General Manager, Human Resources & General Affairs Division Kenichiro Soma General Manager, Finance Division Shinji Furuko Deputy General Manager, General Accounting Control Division Hiroki Kato Deputy General Manager, Investor Relations Dept. Yoshihito Tabe Director, Sustainability Management Division (Moderator)
FY2024	Supplier Engagement to Reduce GHG Emissions Advisory Board Members Mitsuhiro Nishida Director, GX Investment Promotion Division, GX Group, METI Naoyuki Yamagishi Director, Nature Conservation Office, World Wide Fund for Nature Japan Hidemi Tomita CEO, Institute for Sustainability Management
FY2023	Natural Capital・Biodiversity・TNFD Sustainability Advisory Board Members Ms. Naoko Hamashima Office for Mainstreaming Biodiversity, Biodiversity Policy Division, Nature Conservation Bureau, Ministry of the Environment Ms. Kaori Fujita Professor, Green Goals Initiative / Graduate School of Life Sciences, Tohoku University and Senior Deputy Editor, Nikkei ESG SDGs Center Mr. Hidemi Tomita Managing Director, LRQA Sustainability K.K.
FY2022	Supply Chains and Human Rights External Lecturer Mr. Ken Toyoda Director for Business and Human Rights Policy, Ministry of Economy, Trade and Industry Sustainability Advisory Board Members Ms. Tomoyo Matsui Professor of Graduate Schools for Law & Politics, The University of Tokyo Mr. Hideki Wakabayashi Director, Japan NGO Center for International Corporation・THINK Lobby Board Member・Director, Global Compact Network Japan
FY2021	Carbon Credits Sustainability Advisory Board Members Mr. Fumihiro Kajikawa Director, Environmental Economy Office, Ministry of Economy, Trade and Industry Ms. Yukari Takamura Professor of Institute for Future Initiatives, The University of Tokyo Mr. Hidemi Tomita Managing Director, LRQA Sustainability K.K.

Sustainability Awareness Activities at ITOCHU

While pursuing sustainable activities, ITOCHU engages in various activities to raise awareness within the Company so as to further ITOCHU Group officers and employees’ understanding and to work through business on solutions to social issues in a manner that conforms to the latest global trends.

Recent Sustainability Awareness Activities

ITOCHU conducts General Sustainability Education for all directors and employees every year, with the aim of promoting sustainability throughout the company and conducting awareness surveys. This training is intended to promote understanding of trends in the environment, business, and human rights, as well as ITOCHU’s initiatives, policies, and measures in response to these trends. In addition, the opinions and level of understanding received from the questionnaire conducted at the end of the course are utilized in the next year’s training.

	Theme	Participation
FY2025	CAO Message, Management Policy and sustainability, Addressing Environmental and Social Risks, Enhancing Corporate Value through Social Contribution Activities, Mandatory Disclosure of Sustainability-Related Financial Information	100%
FY2024	CAO Message, Management Policy and sustainability, GHG emissions reduction targets and avoided emissions, Environmental and social risk response, (Topic) Natural capital	100%
FY2023	CAO message, “Sampo-yoshi” capitalism, Role of non-financials in enhancing corporate value, Expansion of disclosure requirements, Expansion in environment from GHG to natural capital, Social and human rights	100%
FY2022	SDGs and Sustainability (Examples: Latest trends, Sustainability Action Plans, GHG emission reduction and climate change measures, business and human rights, supply chain management, etc.)	100%
FY2021	SDGs and Sustainability (Examples: Latest trends, risks and opportunities of the ITOCHU Group, GHG emission reduction and climate change measures, business and human rights, supply chain management, etc.)	100%

Sustainability Seminars

We have been holding sustainability seminars on a continuous basis since 2007 to improve the practical knowledge of ITOCHU Group employees by incorporating insights and opinions from external experts on various sustainability issues.

Ms. Yamori Chief Operating Officer /
Partner from Owls Consulting Group, Inc.

In FY2024, we invited Ms. Aya Nagata, Director of the Biodiversity Mainstreaming Office at the Nature Conservation Bureau of the Ministry of the Environment, to give a lecture on the international biodiversity framework and Japan’s strategy for transitioning to a nature-positive economy, along with specific corporate examples. On the day of the event, over 100 employees gathered, and it provided an excellent opportunity to listen to systematic discussions while considering how their respective responsibilities relate to natural capital.

In FY2025, we invited Ayumi Yamori, Chief Operating Officer / Partner at Owls Consulting Group, Inc., to deliver a lecture titled “Business and Human Rights: Starting Tomorrow” on initiatives to respect human rights based on the ITOCHU’s “Earn, Cut, and Prevent” principles. More than 100 employees participated in the event, where they gained practical insights into promoting respect for human rights through a lecture that incorporated real-world business perspectives.

FY2025	Respecting Human Rights from the Perspectives of “Earn, Cut, and Prevent”
FY2024	The Importance of Considering and Coexisting with Natural Capital in Business
FY2023	Training on Biodiversity (basic, practical)
FY2023	Briefing for TCFD and Scenario Analysis
FY2022	Method of Calculating Scope3 Emissions in the ITOCHU Group
FY2021	When and Where Does CO₂ Occur? Life Cycle Assessment (LCA) Study Session

Sustainability Trainings

We engage in various sustainability trainings for ITOCHU personnel so as to promote sustainability awareness within our Group. We strive to raise awareness of the environment, human rights, and other aspects of sustainability that must be understood according to each business domain and responsibility.

Training Title	Applicable Employees	Training Details	Participants in FY2025
Group ESG Managers Conference	Group ESG managers	Basic knowledge and explanation of work duties for ITOCHU Group ESG promotion supervisors	90
Training New Recruits	New employees	ITOCHU Group sustainability promotion	155
Training for Newly Appointed Section Managers	New section managers	Examples of businesses which promote the ITOCHU Group sustainability and which balance social issues and business feasibility	53
Training in Preparation for Overseas Assignments	Employees designated for overseas assignment	Points of caution related to ITOCHU Group sustainability and promoting sustainability overseas	221
Training for Group Executive Officers	Group executive officers	ITOCHU Group sustainability and importance of Group alliances	95
Sustainability Survey Workshop	Employees conducting sustainability surveys	Important items in the Sustainability Action Guidelines for Supply Chains and sustainability surveys	85