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. Following the General Meeting of Shareholders convened in June 2023, the Governance and Remuneration Committee and the Nomination Committee were reorganized to form the Governance, Nomination and Remuneration Committee, which is chaired by an Outside Director and has a majority of Outside Directors as members. This reorganization is aimed at invigorating discussions by establishing a system in which the same committee members cohesively deliberate nominations and remuneration, which are connected in many ways, and governance, which provides the overall framework for nominations and remuneration. In addition, with respect to succession plan, which is one of the important items discussed by the Governance, Nomination and Remuneration Committee, the CEO selection process and the policy on training CEO candidate have been disclosed. With a view to enhancing governance even further, ITOCHU will continue to place particular emphasis on the practical aspects of strengthening governance and to expand disclosure in light of trends related to the Corporate Governance Code and market feedback.
Overview of Corporate Governance and Internal Control System
(As of July 1, 2023)
Evaluation of the Board of Directors
ITOCHU conducted evaluations on the effectiveness of the Board of Directors for all 10 Members of the Board and all 5 Audit & Supervisory Board Members for FYE 2023. The results of this evaluation confirmed that the Company’s Board of Directors continues to ensure its effectiveness in terms of the structure of the Board of Directors and advisory committees to the Board of Directors, the roles and duties of the Board of Directors, the operation status of the Board of Directors, the information provision to Members of the Board and Audit & Supervisory Board Members, training, and other attributes. The questionnaire responses showed improvement compared with those of FYE 2022, indicating that all areas focused on by the questionnaire are functioning at an advanced level. In addition, many positive comments were received, along with suggestions and remarks for further improvement. It was pointed out that the Group governance is a priority to be addressed in the medium- to long-term in the statements of the evaluation, reflecting expectations that the establishment of the Group CEO Office will strengthen group management.
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