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 the company’s impact on the environment and society by reporting regularly to the Board of Directors to brief them on our promotion of sustainability.
We furthermore engage in dialog with stakeholders within and outside the company. One example of this is our regularly convened advisory board. This dialog 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 18, 2025)

CAO: Chief Administrative Officer
HMC: Headquarters Management Committee

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, the state of progress on those targets, and current sustainability-related 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.

FYE 2025 Sustainability-related Deliberations and Reports

Sustainability-related Meetings	Members	Number of Meetings Held	Main items for approval/deliberation/report
Board of Directors	Directors and Audit & Supervisory Board members	3	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	Chair: CAO Members: General Managers of the Corporate Planning & Administration Division, Corporate Communications Division, Human Resources & General Affairs Division, Legal Division, Finance Division, General Accounting Control Division, Global Risk Management Division, and Investor Relations Division; General Managers of the Planning & Administration Departments in each Division Company; full-time Audit & Supervisory Board member	2	Items for Approval Disclosure of sustainability-related information in Annual Securities Report Revision of Environmental Policy Expanded notification of revised “Sustainability Action Guidelines for Supply Chains” Matters to be Reported Confirmation of the material issues Review of sustainability action plans Results of ITOCHU Group Sustainability Monitoring Reviews Reports on response status of disclosure for CSRD, ISSB/SSBJ Reports on progress of GHG emissions and avoided emissions ISO14001 environmental management reviews Reports on human rights due diligence and sustainability surveys

Sustainability-related Meetings

Members

Number of Meetings Held

Main items for approval/deliberation/report

Board of Directors

Directors and Audit & Supervisory Board members

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

Chair: CAO
Members: General Managers of the Corporate Planning & Administration Division, Corporate Communications Division, Human Resources & General Affairs Division, Legal Division, Finance Division, General Accounting Control Division, Global Risk Management Division, and Investor Relations Division; General Managers of the Planning & Administration Departments in each Division Company; full-time Audit & Supervisory Board member

Items for Approval

Disclosure of sustainability-related information in Annual Securities Report
Revision of Environmental Policy
Expanded notification of revised “Sustainability Action Guidelines for Supply Chains”

Matters to be Reported

Confirmation of the material issues
Review of sustainability action plans
Results of ITOCHU Group Sustainability Monitoring Reviews
Reports on response status of disclosure for CSRD, ISSB/SSBJ
Reports on progress of GHG emissions and avoided emissions
ISO14001 environmental management reviews
Reports on human rights due diligence and sustainability surveys

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 2024

Meeting of the Sustainability Advisory Board 2024

(From left) Mr.Tomita from Institute for Sustainability Research, Mr.Yamagishi from WWF Japan, Mr.Nishida from Ministry of Economy, Trade and Industry

In FYE 2025, we welcomed three experts to discuss the theme of “Supplier Engagement for GHG Emissions Reduction” in a meeting of the Sustainability Advisory Board we held in January 2025. First, we introduced the features of our Scope3 and the innovations and challenges in collecting Scope3, followed by lectures from the experts on the latest trends regarding national GX promotion measures, GHG protocol revision, and GHG data acquisition from suppliers from the experts’ different perspectives.
Additionally, specific examples of reduced Scope3 emissions were introduced by the company. ITOCHU Group will continue to promote businesses that contribute to avoided emissions and collaborate with our partners along the value chain to advance environmentally friendly designs in handling products and services, the greening of energy usage, and striving to reduce GHG emission.

Summary of Past Activities

(Job Titles at the Time)

FYE 2025	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 President Institute for Sustainability Management, Inc., ITOCHU Members Fumihiko Kobayashi Representative Director, Executive Vice President, CAO Toshio Okudera General Manager, Machinery Corporate Planning Dept. Kotaro Suzuki General Manager, Metals Corporate Planning Dept. Hajime Sakanashi General Manager, Energy & Chemicals Corporate Planning Dept. Yoshihiro Kamigaichi General Manager, Food Business Planning Dept. Yasuhiro Takahashi General Manager, Corporate Planning Dept. Tetsuya Asano General Manager, Information & Financial Management Planning Dept. Toru Oka General Manager, 8th Corporate Planning Office Kei Yoshikoshi Textile Business Planning Dept. Yoshihito Tabe Director, Sustainability Promotion Department (Moderator)
FYE 2024	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.
FYE 2023	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
FYE 2022	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.
FYE 2021	Response to Climate Change Sustainability Advisory Board Members Ms. Yukari Takamura Professor of Institute for Future Initiatives, The University of Tokyo Ms. Fuyumi Naito Director of Decarbonized Business Promotion Office, Climate Change Policy Division, Global Environment Bureau/ Chief Sustainability Officer, Ministry of the Environment Mr. Hidemi Tomita Director, Lloyd’s Register Japan 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 Employee Questionnaire conducted at the end of the course are utilized in the next year’s training.

	Theme	Participation
FYE 2025	CAO Message, Management Policy and sustainability, GHG emissions reduction targets and avoided emissions, Environmental and social risk response, (Topic) Natural capital	100%
FYE 2024	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%
FYE 2023	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%
FYE 2022	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%
FYE 2021	Sustainability Trends (ITOCHU Group Material Issues, Risks, and Opportunities)	100%

Sustainability Seminars

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

Recent Seminars

Ms. Nagata from Ministry of the Environment

In FYE 2023, we held a practical seminar on the methodology for calculating Scope3 emissions within the Itochu Group. Additionally, to ensure that all relevant employees can independently handle Scope3 calculations, we developed calculation manuals for each company division. Moreover, in FYE 2024, we held a video training course to deepen understanding of the background and methods for the regular execution of TCFD and TNFD scenario analysis, mainly for departments primarily targeted by those frameworks.
In FYE 2025, 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.

FYE 2025	The Importance of Considering and Coexisting with Natural Capital in Business
FYE 2024	Training on Biodiversity (basic, practical)
FYE 2024	Briefing for TCFD and Scenario Analysis
FYE 2023	Method of Calculating Scope3 Emissions in the ITOCHU Group
FYE 2022	When and Where Does CO₂ Occur? Life Cycle Assessment (LCA) Study Session
FYE 2019	Business and Human Rights (in the Supply Chain)

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 FYE 2025
Group ESG Managers Conference	Group ESG managers	Basic knowledge and explanation of work duties for ITOCHU Group ESG promotion supervisors	70
Training New Recruits	New employees	ITOCHU Group sustainability promotion	157
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	58
Training in Preparation for Overseas Assignments	Employees designated for overseas assignment	Points of caution related to ITOCHU Group sustainability and promoting sustainability overseas	180
Training for Group Executive Officers	Group executive officers	ITOCHU Group sustainability and importance of Group alliances	87
Sustainability Survey Workshop	Employees conducting sustainability surveys	Important items in the Sustainability Action Guidelines for Supply Chains and sustainability surveys	67