ITOCHU Corporation (headquartered in Minato-ku, Tokyo; Yoshihisa Suzuki, President & COO; hereinafter “ITOCHU”) announced today that its Board of Directors resolved ITOCHU’s policy on the governance of its listed subsidiaries of which ITOCHU is a parent company as well as the composition of the independent outside members of the Board and outside audit & supervisory Board members in the Nomination Committee of ITOCHU, as follows.

As of today, there are six (6) listed subsidiaries of which ITOCHU is a parent company. There has been a long-standing policy of ITOCHU that ITOCHU respects the autonomy of these subsidiaries as listed companies and also ITOCHU never do anything against the principle of shareholders equality. We believe that the appropriate protection of the interest of the minority shareholders in our listed subsidiaries contributes to the increase of the enterprise value of these subsidiaries. However, taking into consideration that shareholders and institutional investors are more concerned about parent-subsidiary listing and also the direction of Japanese government on this issue, we recognize that we, as the parent company, are required to more clearly present our policy as to how to appropriately protect the interest of the minority shareholders and thus we have developed our existing policy at this time. The developed policy is as follows:

① In case that there is a listed subsidiary in ITOCHU’s group, ITOCHU respects the autonomy of the listed subsidiary and prohibits any acts that contradict the principle of shareholder equality.
② In particular, with the recognition that there is a potential conflict of interest between ITOCHU and the minority shareholders of the listed subsidiary and in order to secure the independent decision-making of the listed subsidiary, we request the listed subsidiary to set up the governance structure under which the independent outside directors of the listed subsidiary are well functioned.
③ With respect to the listed subsidiary, ITOCHU will perform our accountability as to the rationale to maintain listed parent-subsidiary relationship as well as the effectiveness of the governance structure of the listed subsidiary.

We are fully aware that the function of independent outside members of the Board and outside audit & supervisory Board members are “public eye” and we have been promoting their effective use by building up the environment where they are well functioned. As a part of such promotion, we resolved at the Board of Directors held today that the majority members of the Nomination Committee are the independent outside members of the Board and outside audit & supervisory Board members. Thus, the majority members of both the Governance and Remuneration Committee and the Nomination Committee are the independent outside members of the Board and outside audit & supervisory Board members.

ITOCHU secures the rights and equality of its shareholders at all times and respects its stakeholders including but not limited to its employees, customers and vendors. ITOCHU will continue to evaluate and improve its corporate governance structure so that it always best suits ITOCHU in any given moment.