Corporate Governance
Further Enhancement of ITOCHU’s Corporate Governance System
ITOCHU has consistently reformed and strengthened its governance structure through such measures as implementing measures pursuant to the Corporate Governance Code, shifting to a monitoring-focused Board of Directors, and establishing advisory committees to the Board of Directors that are led by a diverse group of outside officers. Expectations have increased significantly with respect to the further enhancement of corporate governance as a consequence of revisions to the Corporate Governance Code, which call for “Enhancing Board Independence” and “Promoting Diversity.” In response, in FYE 2022 the Company appointed two outside officers who have abundant experience and expertise in corporate management. Moreover, the Company established the Women’s Advancement Committee to accelerate measures in support of the advancement of women. ITOCHU will continue examining methods of further enhancing its governance, with a particular focus on the practical aspects of strengthening governance.
Overview of Corporate Governance and Internal Control System
(As of July 1, 2022)
Activities of Internal Committees
ITOCHU’s internal committees carefully screen and deliberate management issues in their respective fields. The Internal Control Committee and Compliance Committee glean insights from external experts for use in business execution by management and in decision-making by the Board of Directors. Matters reviewed by the committees are escalated or reported to the HMC and Board of Directors by the CAO and CFO, who serve as chairs, depending on the content of the matter.
Activities of the Advisory Committees to the Board of Directors
* The ratio of Outside Directors to more than one third had been practiced prior to the transition to a monitoring-focused Board of Directors in FYE 2018 and has been adopted and adhered to as a policy.
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