[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Please note that the following is an unofficial English translation of the Japanese original text of the
Corporate Governance Report filed with the Tokyo Stock Exchange. ITOCHU Corporation provides
this translation for reference and convenience purposes only and without any warranty as to its
accuracy. In the event of any discrepancy between this translation and the Japanese original, the lattershall prevail.
Latest Revision: 21st June, 2024
Company:
ITOCHU Corporation
Representative: Keita Ishii, Representative
Director and President andChief Operating Officer
Inquiries:
Kazunori Harada,
General Manager
Investor Relations Division
Phone:+81-3-3497-7295
Securities Code: 8001
URL: https://www.itochu.co.jp/en
The following is an overview of corporate governance at ITOCHU Corporation.
I

Basic Policy, Capital Structure, Corporate Attributes and Other Basic Information

1. Basic Policy
ITOCHU Group adopts the spirit of “Sampo-yoshi” as our corporate mission. In Japanese, “yoshi” means“good,” “sampo” means three sides consisting of (1) the seller (“urite”), (2) the buyer (“kaite”) and (3)society (“seken”). “Sampo-yoshi” is therefore “urite-yoshi” (meaning “good for the seller”), “kaite-yoshi”(meaning “good for the buyer”) and “seken-yoshi” (meaning “good for society”). This spirit originatesfrom the message of our founder Chubei Itoh I, the merchant based in the former Ohmi Province of Japan(present-day Shiga Prefecture). We sincerely wish to contribute to solving social issues by not purely
seeking to maximize our profits but also considering and responding to the expectations and trust of all of
our surrounding stakeholders, including our customers, our shareholders and our employees. “Sampoyoshi” is the business spirit by which we aim to bring a positive effect into the world and to contribute torealizing a sustainable society for all. Furthermore, we adopt “I am One with Infinite Missions” as ourguideline of conduct. These words mean that each individual employee should consider his or her
business conduct on his or her own initiative in order to complete our infinite missions aim for betterbusiness operations which are good for the seller, good for the buyer, and good for society as well as for abetter future.
It is the fundamental management policy of ITOCHU Corporation (“ITOCHU” or the “Company”) tobuild a fair and good relationship with various stakeholders based on our corporate mission and ourguideline of conduct and thus improve our corporate value from a long-term perspective. In accordancewith this policy, with the intention to ensure proper and efficient execution by management, we will
enhance the transparency of decision-making and establish a corporate governance system in whichmonitoring and supervision functions are appropriately incorporated.
A strong leadership and a transparent decision-making system are pillars of good corporate governance.
ITOCHU adopts an organizational structure with the presence of an Audit & Supervisory Board(kansayaku secchi kaisha). In recent years, ITOCHU has gradually shifted to a governance model where
Executive Officers decide and carry out the day to day business under the direction and supervision of theBoard of Directors, along with implementing measures to strengthen monitoring.
In order to separate execution by and monitoring over management, we reduced the number of executive
Directors and increased the percentage of Outside Directors on our Board of Directors to one-third or morefrom April 2017. We will also maintain this percentage of Outside Directors in this fiscal year and onwards.
- 1 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Additionally, ITOCHU has established, as voluntary advisory committees to the Board, a Governance,
Nomination and Remuneration Committee, which is chaired by an Outside Director and comprised of amajority of Outside Directors and a Women’s Advancement Committee as another voluntary advisorycommittee, which is chaired by an Outside Director, with at least half of its members comprised of
Outside Directors and Audit & Supervisory Board Members (collectively “Outside Officers”), and has
continued to monitor management through the eyes of Outside Officers. ITOCHU continues to maintainoversight of management by Outside Officers.
In appointing Outside Officers, ITOCHU places great importance on their independence, and in thisconnection, ITOCHU has adopted its own independence criteria, augmenting the independence criteria
established by the Tokyo Stock Exchange.
This highly independent Board of Directors monitors execution by management as well as deliberates theexecution of business that is of high quantitative or qualitative importance. The Company believes thisarrangement facilitates not only appropriate monitoring over execution by management but also theconsideration of important business execution from an external perspective.
It is also vital that ITOCHU disclose its financial and non-financial information to stakeholders as part ofgood governance. For this purpose, ITOCHU adopts a “Basic IR Policy” to further promote multi-party
stakeholder dialogue, and makes best efforts to disclose such information both timely and adequately.
Through communication with its stakeholders, ITOCHU aims to enhance its corporate value on a longterm basis.
We believe that our current corporate governance structure accords with good and effective corporate
governance called for by the Tokyo Stock Exchange, in its Corporate Governance Code. ITOCHU willcontinue to evaluate and improve its corporate governance structure so that it always best suits ITOCHU
in any given moment and time in its corporate history.
[Reasons for Not Implementing Principles of Corporate Governance Code]
ITOCHU complies with all principles set forth in the Corporate Governance Code.
[Disclosure Based on Principles of Corporate Governance Code](Principle 1.4)
◼ Cross-Shareholdings[Policy on Acquiring and Holding Cross-Shareholdings]
ITOCHU classifies investments other than for pure investment purposes and to consolidated companies as“Investments to Non-Affiliated Companies,” and includes “Cross-Shareholdings,” as set forth in
Corporate Governance Code, in this classification. ITOCHU engages in investments to non-affiliatedcompanies in order to create business relationships. In principle, it is the Company’s policy to limit
investments to non-affiliated companies to those that have a high likelihood of generating investment
returns, and those with a high strategic significance including affiliation in future. This policy remains thesame, regardless of whether investments are in or outside Japan, listed or unlisted.
[The content of the verification regarding Cross-Shareholdings]
In order to manage our investment, we set an internal rule. Through annual review of all investments to
non-affiliated companies including Cross-Shareholdings, we examine economic (quantitative) rationale
based on returns on our investment, and review the strategic objectives of holding such investments,
taking into consideration the likelihood that our investment purpose will be realized in the future.
Investments that do not generate economic added value over two-years or investments that lack strategic
objective based on such annual review will be, in principle, sold. Results of such annual review withrespect to Cross-Shareholdings are subject to further scrutiny through discussions at our Board of
Directors meetings from the perspective of economic rationale and strategic objective. The Board of
Directors has conducted a review of the listed investments to Non-Affiliated Companies including Cross-- 2 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Shareholdings as of the end of March 2023, and confirmed the rationale for holding all stocks except for
those where an Exit therefrom was planned.
ITOCHU places great importance on communication with each investee with the view to building,strengthening and maintaining business relationship as well as to improving the corporate value of both
ITOCHU and each investee. In May 2015, ITOCHU adopted the following internal voting guideline withrespect to Cross-Shareholdings to ensure that ITOCHU’s voting rights on all of such investments are
exercised in a timely and adequate manner.
[Voting Guidelines on Cross-Shareholdings](1) In principle, not to abstain from voting or to grant full authority to exercise voting rights on our behalf.
(2) To decide for or against a proposal taking into consideration our investment purpose and holding
policy.
ITOCHU’s final position on voting is determined through an internal decision making process based on
the initial plan prepared by the department through which an investment is made.
(Principle 1.7)
◼ Transactions between Related Parties
Based on our Rules of the Board of Directors, ITOCHU requires a resolution of the Board of Directors
concerning transactions involving conflict of interests of Directors or transactions by Director which may
compete with ITOCHU, and through such requirement, ITOCHU believes such transactions areadequately supervised by the Board of Directors.
(Supplementary Principle 2.4.1)◼ Ensuring Diversity in the Promotion to Core Human Resources
1. Work-Style Reforms
ITOCHU has long recognized that securing organizational diversity is essential to achieving sustainablecorporate development. Since FYE 2011, we have been implementing initiatives for all employees basedon this awareness and the understanding that Work-Style Reforms help enable diverse human resources tothrive. Morning-Focused Working System, introduced in FYE 2014, encourages employees to change
their mindsets to focus on efficiency by starting and leaving work earlier. These efforts have enabled
employees to better handle time constraints imposed by childcare, nursing care and other family duties,
helping them spend more time with their families and strengthen family ties. The system also helps
employees find time for self-improvement and other private activities that contribute to professionalfulfillment. Amid the prolonged slump in Japan’s birthrate, which now constitutes a national crisis, thebirthrate among ITOCHU employees has steadily grown since the introduction of the Morning-Focused
Working System and, in FYE 2022, rose to 1.97. We attribute this increase to the success of the various
measures executed thus far under Work-Style Reforms, including the Morning-Focused Working System.
Beginning in May 2022, we implemented the Morning-Focused Flextime System, which is an upgradedversion of Morning-Focused Working System, as well as the work-from-home system for all employees,
enabling each employee to choose the work style that best fits their duties and lifestyle.
2. Promoting Core Human Resources(1) Women’s Advancement
In October 2021, to further accelerate women’s advancement, we established the Women’s Advancement
Committee as an advisory committee for the Board of Directors. The chair is the Outside Director andhalf of the members of committee are Outside Officers. The committee has shared opinions from
employees and workplaces and discussed policy and measures for accelerating the development of
women for promotion to managerial positions and evolving toward flexible workstyles.
As a result of these efforts, to date, ITOCHU has made steady progress in appointing women to key
positions, including the first female general manager of an overseas office and the first female presidentof a Group company in Japan. In the Board Meeting held in December 2023, ITOCHU decided to revise
the Executive Officer appointing rule, and as of April 1, 2024, we have appointed additional 5 female
Executive Officers. As a result, the number of female Executive Officers has occupied 21% of all Officers(i.e. Directors, Audit & Supervisory Board Members and Executive Officers). A diverse management is
an important element for ITOCHU because we focus on consumer business, which is a business that- 3 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
values various points of views. In sight of this, we have set a numerical target of having 30%+ all Officers
be women (including Executive Officers) by 2030. To further accelerate the promotion of women andstrengthen the training pipeline for potential candidates, we will continue to provide affirmative career
opportunities and individual support to employees facing possible barriers to career development.
As of March 31, 2024, the percentage of managerial positions held by women was 8.8%, and the wage
Gender Pay-Gap was 58.5%. The Gender Pay-Gap of full-time employee was 59.3%, and the primaryfactor for this gap is the difference in the percentage of management positions between male and female
employees.
In order to create a work environment that allows women to thrive over the long term, ITOCHU
subsidizes the cost of cervical cancer tests as part of the annual gynecological exams for employees aged
35 and up. Beginning in FYE 2021, we have expanded the subsidize to employees age 34 and below. The
prevalence of cancer during working age is higher among women than men. As such, we believe that
Support for Balancing Cancer Care and Work will contribute to empowering women to achieve
professional success.
In FYE 2023, we established a counseling desk through which employees can anonymously contact
midwives commissioned by the Company to receive health-related consultations or assistance resolving
anxieties about issues like balancing work with mental health, parenting, health issues.
To accommodate the diverse values of employees and the increased number of dual-income households,
in FYE 2023, with an eye to ensuring compliance with the revised Child Care and Family Care Leave
Law, we are further encouraging male employees to take childcare leave (as of March 2023, this ratio
stood at 52%), providing allowances to help employees balance work and childrearing to support
returning work early after child birth, and have established a new type of leave to support employees
undergoing infertility treatment while working. Through these and other measures, we are expanding therange of work style options for employees. To further promote childcare leave for male employees, basedon the discussion in the Women’s Advancement Board, starting in FYE2025, ITOCHU has made it
mandatory for male employees to take at least five calendar days of childcare leave (paid) within one yearof their spouse giving birth. Mandating childcare leave for male employees is expected to increase thework motivation of male employees, foster an internal corporate culture that respects diversity, andpromote further advancement of female employees.
Furthermore, we designate an annual Diversity Enhancement period, during which we implement
measures to promote understanding of people who take on nursing care, members of the LGBTQ
community and others who require consideration in terms of workforce inclusiveness. By doing so, we
strive to improve understanding of unconscious bias and create an environment that appreciates diverse
value systems.
In recognition of these efforts, ITOCHU acquired “Platinum Kurumin Certification” under a certification
program run by the Minister of Health, Labour and Welfare (MHLW) in FYE 2017. Moreover, in FYE
2018, we received an “Award for Excellence from the Minister” under the “Excellent Equal
Opportunity/Work and Family-Life Balance Companies” commendation program (Family-Friendly
Corporation Category) sponsored by the MHLW. In FYE 2021, ITOCHU was selected to receive an“Award from the Minister of State for Gender Equality” under a program titled “Leading Companies
where Women Shine” sponsored by the Gender Equality Bureau of the Cabinet Office. Most recently, in
FYE 2022 and FYE 2024, ITOCHU was chosen as a “Nadeshiko Brand” for promoting gender equality, adistinction awarded under a joint initiative between the Tokyo Stock Exchange and Japan’s Ministry of
Economy, Trade and Industry (METI).
Going forward, we will continue to monitor the specific conditions of individual workplaces as we
implement a cycle of consulting with workplaces, discussing matters at the Women’s Advancement
Committee, and reporting to the Board of Directors in order to formulate and implement effective
measures. We will proactively communicate these initiatives to the general public to promote genderequality, which is one of the SDGs, not only within ITOCHU’s workforce but also across Japan’sbusiness community as a whole.

- 4 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Action Plan for General Employers based on the Act of Promotion of Women’s Participation andAdvancement in the Workplace and the Act on Advancement of Measures to Support Raising NextGeneration Children.
https://www.itochu.co.jp/en/csr/pdf/action_plan.pdf(2) Empowering Foreign Nationals (Including Locally Hired Employees) to Play Key Roles
We aim to hire, develop, and promote excellent human resources who can play key roles in profit
expansion overseas. To this end, we have been promoting globally minded personnel strategies. We havecreated the ITOCHU Global Classification (IGC), a rank system based on positions and duties for
employees at all levels worldwide, as well as leadership standards for business leaders at ITOCHU. Usinga training framework based on the IGC, each year, around 100-130 locally hired overseas employees takepart in training hosted by the Head Office. To support employee career development for these employees,
our approximately 9,500 optional online training programs are also offered overseas and are used byapproximately 1,400 overseas local hires each year. In addition, to date we have stationed a total ofaround 130 overseas local hires at the Head Office in Japan in order to deepen their understanding of the
Head Office’s corporate mission and enable them to gain knowledge and experience and build theirprofessional networks. Currently, the number of locally hired overseas employees in management
positions is approximately 740, or approximately 40% of all such employees. As of April 2024, a total ofeight locally hired foreign nationals have been assigned important managerial positions at locations inNorth America, Europe, the Middle East, and East Asia. We will continue to steadily develop humanresources able to excel globally, aiming to increase the promotion of overseas local hires to management
positions.
Looking ahead, working in collaboration with local business sites, we will proactively develop andpromote excellent human resources regardless of nationality, with the aim of allocating the right people to
the right positions. In this way, we will secure greater ability to expand our overseas operations.
◆ Number of employees overseas and Number of managers among overseas employees hired locally
https://www.itochu.co.jp/en/csr/data/index.html?href=tab01-2#h3_society_03(3) Empowering Mid-Career Hires to Achieve SuccessIn response to the changing business environment, we proactively hire professionals throughout the year
targeting sectors that are highly relevant to our business focus. We seek out individuals with particularstrengths in their particular specialty based on the market-oriented perspective approach. After joining theCompany, we are creating opportunities for new hires by holding get-togethers for them to build networks
and arranging dialogue with top management so they can rapidly begin playing active parts in theorganization.
In terms of promoting mid-career hires, as of April 2024, approximately more than 40% of mid-careerhires have been assigned managerial positions, reflecting progress in retaining such individuals. Goingforward, we will continue to empower mid-career hires to achieve professional success with an eye
toward further promoting them.
Note: With regard to the promotion of core human resources, we recognize the gender gap in the numberof managers as an issue that must be addressed, and have set specific numerical targets as stated above asa priority measure to support the advancement of women. On the other hand, we do not currently
recognize any particular difference between the status of foreign nationals or mid-career hires with thestatus of other employee groups in terms of the proportional presence of managers among them.
Accordingly, we have not defined specific numerical targets for these two employee groups. Instead, we
simply aim to achieve an increase from the current number of managers among foreign nationals and midcareer hires and, to this end, are engaged in a variety of initiatives as described above.

(Principle 2.6)
◼ Functional Performance of Corporate Pension as an Asset Owner
ITOCHU’s finance division dispatches several persons with a high degree of expertise in asset
management to our corporate pension fund. One of them is positioned as the executive Director of thepension fund, and such persons are in charge of the fund’s asset management. Appropriate placement ofsuch persons is arranged by sufficient training as well as planned and regular rotation. In addition,- 5 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
ITOCHU respects the intention of the pension fund regarding its investment portfolio and the stewardship
activities of the investment management institutions. Furthermore, operating the pension fund in theinterest of the third parties is strictly prohibited pursuant to the internal regulations of the pension funds,
and the potential conflict of interest is regularly announced and well-known to the Directors of thepension fund. Thus, we appropriately manage conflicts of interest that may arise between the beneficiariesof the corporate pension and ITOCHU. On June 6, 2019, the corporate pension fund announced its
acceptance of Japan’s Stewardship Code as an Asset Owner. The corporate pension fund as an asset
owner will fulfill its stewardship responsibilities through the actions of the asset managers, to which theyoutsource their asset management activities.
(Principle 3.1(i))◼ Corporate Mission[Corporate Mission]
The ITOCHU Group declares the spirit of “Sampo-yoshi” (good for the seller, good for the buyer andgood for society) as our corporate mission, which spirit originates from the message of our founder
Chubei Itoh I (the merchant based in the former Ohmi Province of Japan (present-day Shiga Prefecture)).
This original business spirit has been passed down through the years from ITOCHU’s establishment in1858 to the present day, and it will continue to be passed down to many future generations to come. We
sincerely wish to contribute to solving social issues by not purely seeking to maximize our profits but also
considering and responding to the expectations and trust of all of our surrounding stakeholders, including
our customers, our shareholders and our employees. “Sampo-yoshi” is the business spirit by which
ITOCHU aims to bring a positive effect into the world and to contribute to sustainable society for all.
(Note) The origin of “Sampo-yoshi” is that the merchants of Ohmi were permitted to promote businessactivities in the regions they visited due to their contribution to the economy of these regions with thespirit of good for society in addition to good for the seller and good for the buyer. Therefore, “Sampoyoshi” can be said to be the roots of today’s idea of sustainability. This spirit is evident in the personalmotto of Chubei Itoh I, “Trade is a compassionate business. It is noble when it accords with the spirit of
Buddha by profiting those who sell and those who buy and supplying the needs of the society.”[Guideline of Conduct]
The ITOCHU Group declares “I am One with Infinite Missions” as our Guideline of Conduct. These arewords that realize our thoughts behind “Sampo-yoshi” and provide direction for ITOCHU Group
employees in performing ideal business operations. Each individual employee should consider his or her
business conduct on his or her own initiative in order to deliver “what is required to the right person andin the right manner” and thus we will be able to fulfil our individual capabilities, a strength of ITOCHU.
“I am One with Infinite Missions” is the phrase that represents this aspect of ITOCHU. I am One with
Infinite Missions” is precisely the business philosophy of our founder, Chubei Itoh I, and the path to thematerialization of ITOCHU Mission “Sampo-yoshi.” As one of the representative trading houses in Japan,
we will remain grounded in our merchant spirit, and complete our infinite missions aim for better business
operations that are good for the seller, good for the buyer, and good for society as well as for a better
future.
ITOCHU’s corporate mission and guideline of conduct are available at our homepage. Please refer to thefollowing URL:
https://www.itochu.co.jp/en/about/mission/◼ Management Plan
ITOCHU has decided to cease to announce the medium-term management plan, and instead disclosed thelong-term "management policy" that will serve as our compass for management, as well as the annual
management plan for and in relation to FYE 2025 on April 3, 2025. Please refer to the following URL tofind the management policy and the management plan for and in relation to FYE 2025:
https://www.itochu.co.jp/en/ir/news/2024/__icsFiles/afieldfile/2024/04/03/ITC20230403_E.pdf(Principle 3.1(ii))◼ Basic Policy on Corporate Governance
Please see section I-1 (Basic Policy) above in this report.

- 6 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE(Principle 3.1(iii))◼ Policy and Process for Setting Compensation
Our current remuneration plan for Directors is designed to be an incentive to grow business performanceand raise ITOCHU’s stock price. The variable remuneration (performance-linked bonuses, share pricelinked bonuses, and performance-linked stock remuneration) accounts for a high proportion of total
remuneration. Also, this remuneration plan, including the calculation method, has been previously
disclosed publicly, making it highly transparent. In order to increase awareness of their contribution toraising business performance and enlarging corporate value over the medium to long term, we areincluding stock remuneration (non-monetary compensation) as part of the remuneration plan.
Given our current performance to date, the purpose of this remuneration plan is sufficiently achieved. Inorder to continue the expansion in business performance, we are keen to maintain this remuneration planfor Directors.
In accordance with the above policy for determining the remuneration of Directors, our remuneration planfor Directors which includes the formula and calculation method for the individual payment amount foreach director, is resolved by the Board of Directors with consideration of the annual financial planfollowing the deliberation at the Governance, Nomination and Remuneration Committee (Until June 23,
2023, Governance and Remuneration Committee. Same in this principle.) under the Board of Directors asvoluntary advisory committees.
Remuneration Plan for Directors consists of monthly remuneration and performance-linked
remuneration—performance-linked bonuses, share price-linked bonuses, and performance-linked stock
remuneration (non-monetary compensation)—and is deliberated by the Governance, Nomination andRemuneration Committee and approved by the Board of Directors unanimously. Performance-linked
bonuses reflect short-term performance and share price-linked bonuses and performance-linked stock
remuneration reflect the increase of corporate value in the medium to long term.
The Board of Directors has deemed that the remuneration for FYE 2024 is appropriate based on the factthat it adheres to the decision policy for the details of remuneration, as individual remuneration for
Directors was decided using the calculation process and procedures in line with deliberations by theGovernance, Nomination and Remuneration Committee and the resolution of the Board of Directors.
With respect to compensation paid to Directors for FYE 2025, please refer to “Disclosed Details of Policy
for Determining Amount and Calculation Method of Compensation” in section II-1 of this report.
Only monthly remuneration is paid to the Outside Directors and bonuses and stock remuneration are notpaid. Monthly remuneration paid to Audit & Supervisory Board Members is determined by consultation
among Audit & Supervisory Board Members and bonuses and stock remuneration are not paid.
(Principle 3.1(iv))◼ Policy and Process for Appointing Directors and Audit & Supervisory Board Members
Our policy and process for appointing Executive Officers, candidate for Directors and candidates for
Audit & Supervisory Board Members are as follows:
1. Policy and Process for Appointing Executive Officers
Executive officers are appointed annually by the Board of Directors among, in principle, employees
regarded as candidates for executives based on our HR system with high integrity and exceptional ability(or those who have already been appointed as Executive Officers) who are judged to be capable ofassuming the role as the Executive Officers. Additionally, in order to reflect diverse opinions in ourmanagement, we will actively promote the appointment of women as the Executive Officers, andparticularly appoint talented women who are expected to grow its competence regardless of age. For
Executive Officers with managing titles, Executive Officers of important posts including Presidents ofDivision Companies and Officers in charge of overseeing head office functions, we will select individuals
who are deemed suitable to shoulder the responsibilities that come with those positions from a wide talentpool that is constituted primarily from individuals with Executive Officer experience. Candidates for
Executive Officers are first selected by the Chairman & CEO based on, among others, recommendations- 7 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
from other officers (or in terms of incumbent Executive Officers, based on their respective performance,
and in terms of Executive Officers with managing titles or those of important posts including Presidents
of Division Companies and Officers in charge of overseeing head office functions, based on theirexperience and performance) and submitted to the Governance, Nomination and Remuneration
Committee for further deliberation. Based on the deliberation and advice of the Governance, Nomination
and Remuneration Committee, the Board of Directors appoints Executive Officers by its resolution. In
case that an Executive Officer breaches the Executive Officers’ Regulation of ITOCHU Corporation orotherwise his or her performance is judged to be not appropriate, the Chairman & CEO (or the chair of theGovernance, Nomination and Remuneration Committee) firstly makes a proposal of dismissal, and theBoard of Directors dismisses such Executive Officer by its resolution based on the deliberation and adviceof the Governance, Nomination and Remuneration Committee.
2. Policy and Process for Appointing Candidates for Directors
In order to effectively supervise management and decide important business matters as the Board of
Directors of a general trading company with broad range of business, ITOCHU’s Board of Directors
consists of, in principle, the Chairman & CEO, President & COO, officers in charge of overseeing eachhead office functions, one appropriate Division Company president as an (internal) director, and several
Outside Directors so that the percentage of Outside Directors in the Board of Directors is one-third or
more to improve the supervisory function of the Board of Directors. When nominating Outside Director
candidates, ITOCHU prioritizes candidates with higher independence, based on the criteria for“independent directors” prescribed by the Tokyo Stock Exchange, Inc. and ITOCHU’s “Independence
Criteria for Outside Directors and Outside Audit & Supervisory Board Members,” who with his or her
experience and knowledge in the relevant category, are expected to contribute to the management of
ITOCHU. The proposal for candidates for directors is created by the Chairman & CEO by taking into
consideration diversity such as knowledge, experience, gender and internationality (race, ethnicity,
nationality, etc.), and submitted to the Governance, Nomination and Remuneration Committee for further
deliberation before the Board of Directors finally nominates the candidates for election at the General
Meeting of Shareholders.
3. Policy and Process for Appointing Candidates for Audit & Supervisory Board Members
In order to appropriately audit and supervise management as Audit & Supervisory Board Members of ageneral trading company with broad range of business, candidates for Audit & Supervisory Board
Members are selected from individuals with understanding about ITOCHU’s management, high-level
expertise in fields including accounting, finance, law, and risk management, and a broad range ofexperience. As a company with an Audit & Supervisory Board, Outside Audit & Supervisory Board
Members are always at least half of all members. When nominating Outside Audit & Supervisory Board
Members, ITOCHU prioritizes candidates with higher independence, based on the criteria for“independent auditors” prescribed by Tokyo Stock Exchange, Inc. and ITOCHU’s “Independence Criteria
for Outside Directors and Outside Audit & Supervisory Board Members,” who with his or her high-level
expertise and extensive experience in the relevant category, are expected to appropriately audit andsupervise the management of ITOCHU. Moreover, among the Audit & Supervisory Board Members,
ITOCHU nominates at least one person who possesses considerable knowledge concerning finance andaccounting. Based on this policy, a proposal on candidates for Audit & Supervisory Board Members iscreated by the Chairman & CEO after consultation with full-time Audit & Supervisory Board Members.
The proposal is then submitted to the Governance, Nomination and Remuneration Committee for further
deliberation and, after receiving the approval of the Audit & Supervisory Board, the Board of Directors
selects the candidates for election at the General Meeting of Shareholders.
(Principle 3.1(v))◼ Explanations on the Individual Appointments and Nominations
Company has disclosed reasons for appointment of each candidate for Directors and Audit & Supervisory
Board Members in our notice of general meeting of shareholders. Please refer to the following URL withrespect to the disclosure made in FYE 2025:
https://www.itochu.co.jp/en/files/100_shoshu_e.pdf(please refer to pages 6-14 for candidates for Directors, and page 15 for candidates for Audit &Supervisory Board Members)- 8 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE(Supplementary Principle 3.1.3)◼ Initiatives on Sustainability, Enhancement of the Quality and Quantity of Disclosure based on TCFD
Framework<Approach to Sustainability>
In April 2018, ITOCHU adopted an environmental, social, and governance (ESG)-oriented management
approach, identifying seven Material Issues (key sustainability issues) from two perspectives: societal
impact and business impact. We believe that addressing these Material Issues in terms of both the associatedrisks and opportunities will lead us to contribute to solving social issues and serve to enhance our corporate
value over the medium- to long-term.
ITOCHU’s Material Issues•
Evolve Businesses through Technological Innovation•
Address Climate Change (Contribute to a Decarbonized Society)•
Develop a Rewarding Work Environment•
Respect and Consider Human Rights•
Contribute to Healthier and More Affluent Lifestyles•
Ensure Stable Procurement and Supply•
Maintain Rigorous Governance Structures
For more details regarding the identification and review process for Material Issues, please refer to page
14 of the ITOCHU ESG Report 2023.
In our management policy, "The Brand-new Deal: Profit opportunities are shifting downstream" announcedin April 2024, we have stated that we will achieve the enhancement of corporate brand value alongside
growing earnings and shareholder returns.
Our Group has viewed change as an opportunity over the course of our development for more than 160
years. As a result, from upstream to downstream, and from raw materials to retail, our influence has
expanded; we have developed while shifting the composition of the products we handle and our businessareas in line with the times. Therefore, constantly creating new value beyond the boundaries of our existing
business enhances our group's corporate brand and generates synergies with financial growth. Building onstrengths like our points of contact with the consumer sector and based on the market-oriented mindset of
all employees, we aim to further enhance our corporate brand value by listening to the voices of the market,
society, and consumers, while continuing to steadily refine the qualitative aspects of our business activities.
< Initiatives on Sustainability >ITOCHU has established the ITOCHU Group Sustainability Policy to set ITOCHU Corporation’s
initiatives to further sustainability in accordance with our corporate mission and the dynamic environment
in which we operate. Our implementation of the policy is organized and systematic. In the course of
implementation, we determined the Material Issues with priority need for a solution, then incorporates theMaterial Issues into Sustainability Action Plans. These plans guide operations in our trading and business
investments, which we carry out based on our management policy, thus helping to solve theaforementioned issues.
For ITOCHU’s Governance Structure for Sustainability (as of June 21, 2024), please refer to Chart 1.
For details of our sustainability initiatives, please refer to the following URL.
https://www.itochu.co.jp/en/csr/index.html< Climate Change Action >ITOCHU Group recognizes that climate change is one of the most urgent global environmental issues.
ITOCHU supports the Paris Agreement and the contribution determined by the Japanese government(NDC). We will strive to adapt to changes in the business environment due to climate change, and view
this as an opportunity for further growth. Through cooperation with business partners in value chain, we
will increase our corporate value by reducing GHG emissions and actively promoting businesses that
contribute to avoided emissions in order to achieve our greenhouse gas (GHG) emissions reduction targets
for 2030, 2040, and 2050. Specifically, we will work on initiatives such as energy conservation, use ofrenewable energy, asset replacement including withdrawal from general coal interests, and provision of- 9 -[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
products and services in an environmentally friendly manner to reduce our GHG emissions.
ITOCHU recognizes the importance of climate-related financial disclosure, and in May 2019, weannounced our endorsement of the Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. Thereafter, we have continued our endeavors to disclose information in accordancewith the TCFD recommendations.
ITOCHU Group is engaged in various businesses in locations around the world. Each business is
impacted by various short-, medium-, and long-term climate change transition risks and physical risks. As
such, ITOCHU globally identifies, evaluates, and manages risks and opportunities with the possibility tohave a material financial impact on our business, supply chain, and strategy. We conduct such analysis
and evaluation throughout each business proposal management process and in our environmental andsocial risk management processes, which includes climate change.
We designated the following businesses as targets for scenario analysis: “Power Generation,” “Energy,”“Coal,” “Iron Ore,” “Automobile,” and “Chemicals” as businesses with significant transition risk impacts,
including policy and legal risks, and “Dole,” “Feed and Grain Trade,” and “Pulp” as businesses withsignificant physical risk impacts from climate change.
During our scenario analysis, we ascertained high-impact negative financial risks associated with not
implementing climate change measures such as shifting current business strategy or business regions. As
a result, we have begun incorporating specific business transition plans and financial plans (including
divestment and portfolio restructuring) into our management policy and management plan, The Brandnew Deal in enhancing our contribution to and engagement with the SDGs through business activities.
By making financial strategy responding to Climate Change, integrating sustainability-related risks into
our company-wide risk management, etc., we aim to respond to material issues and achieve the ITOCHU
Group's GHG emissions reduction targets.
[GHG Emissions Reduction Targets]◆Metrics (aggregation range): Scope 1/2/3 (ITOCHU and consolidated subsidiaries), fossil fuel businessand interests (ITOCHU, consolidated subsidiaries, equity, general investments)◆Targets:・Achieve net zero GHG emissions by 2050.
・Achieve 75% reduction from 2018 levels by 2040, aim for “offset zero”* through aggressive promotionof businesses with avoided emissions.
* Offset zero: When avoided emissions exceed company GHG emissions
・Achieve 40% reduction from 2018 levels by 2030.
For details of our initiatives to address climate change, please refer to the following URL.
https://www.itochu.co.jp/en/csr/environment/climate_change/index.html◼ Investments in Human Capital etc.
The ITOCHU Group strives to secure and nurture human resources who can carry on the spirit of ourcorporate mission, “Sampo-yoshi,” and embody our Guideline of Conduct, “I am One with Infinite
Missions.” To this end, we deem it essential to execute a human resource strategy designed to empowereach employee to realize their full potential irrespective of race, sex, religion, nationality, age or otherattributes, in addition to developing an environment supportive of empowerment. Accordingly, theCompany endeavors to ensure that all Group companies can benefit from the sharing of best practices
associated with its Morning-Focused Working System, commitment to health management, and otherinitiatives executed under Work-Style Reforms, as well as its human resource management practices.
Moreover, ITOCHU is developing human resource strategies uniquely suited to its Group companies andthe particular nature of business operations being undertaken by each.
1. Human Resources Strategy (Human Resources Development Policy)
Based on the ITOCHU Group’s spirit of “Sampo-yoshi” (good for the buyer, good for the seller and goodfor society), we uphold the goal of “Enhancement of Corporate Brand Value” as one of our key
objectives. As part of this, ITOCHU will focus on reinforcement of human capital as an important
initiative. By reinforcing human capital, ITOCHU aims to pursue further labor productivity and enhancesustainable Corporate Brand Value. Under the concept of “market-oriented perspective,” ITOCHU will

- 10 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
listen to the voices of the market, society, and consumers and focus on implementing the following
measures.
・Secure excellent talents by leveraging the advantages in the recruiting market.
・Continuous development of diverse management talents through officer appointment system
・Pursuit of increased employee motivation and further labor productivity through initiatives such as workstyle reform and strengthening of health management.
Since FYE 2000, ITOCHU has positioned development expenses as human capital investment forcontinuous enhancement of corporate value, and ITOCHU has reviewed them throughout thecompany to link them to talent development. Through these efforts, ITOCHU will nurture “One” whofulfill “Infinite Missions” in response to changes in the social environment and customer needs, andachieve our Group’s corporate mission of “Sampo-yoshi.”
FYE 2024 Results
・Total investment in human resource development : ¥2.27 billion (non-consolidated basis)
・Investment in talent development per employee : ¥555 thousands (non-consolidated basis)
・Number of employees receiving training (cumulative) : 68,824 (non-consolidated basis)
・Number of employees visiting the foundation site to gain a deeper understanding of “Sampo-yoshi”
corporate mission: 3,565 (Cumulative total, consolidated basis)
Note: Cumulative number of employees visiting the foundation site in FYE 2005.
2. Health Management
The Company believes improving employee health is a cornerstone supporting the enhancement of its
human resource capabilities which will, in turn, enable the fulfillment of its Guideline of Conduct, “I am
One with Infinite Missions.” Based on this concept, the Company has established the ITOCHU HealthCharter. Moreover, we have developed a robust health and safety management structure aimed at, forexample, helping employees who strive to balance cancer care and work.
For example, ITOCHU has set up Health Administration Centers at its Tokyo and Osaka Headquarters
and is distinguished by the “concierge” assistance it extends to individual employees with the
involvement of industrial physicians, health nurses and other specialists in a way that transcends regionalboundaries.
Furthermore, we also provide special cancer examinations on a periodic basis via collaboration with the
National Cancer Center Research Institute. For bereaved children and spouses of employees who had suchdiseases, we provide scholarships along with offering employment at ITOCHU Group. By doing so, we
strive to ensure peace of mind for all employees.
In recognition of these efforts, in FYE 2023, we were granted the Minister Award in the medical
examination category of the Cancer Countermeasure Promotion Corporate Action Partner Award program
sponsored by the Ministry of Health, Labour and Welfare, and selected “2024 KENKO Investment for
Health Stock Selection”, and have consistently been selected as a “White 500” Certified Health &Productivity Management Outstanding Organization.
Looking ahead, we continue to place the utmost priority on enabling each employee to stay healthy while
rallying the Group’s entire strength to realize a workplace environment in which everyone can work withconfidence.
FYE 2024 Results
・Percentage of employees eligible for taking special cancer screening: 94% (non-consolidated basis)
・Number of work-related injuries: 8 (non-consolidated basis)
・Number of work-related fatalities: 0 (non-consolidated basis)◼ Investments in Intellectual Property etc.
ITOCHU broadly develops branding businesses mainly by the Textile Company, which utilize intellectual
properties such as trademarks and copyrights, etc. In addition to the licensing and importing business,
which utilizes rights granted by the brand holders, ITOCHU owns and manages brand trademarks such as
Converse, LeSportsac, Hunting World, etc. by itself or through subsidiaries. ITOCHU keeps strategies toimprove brand value through the development of such brand businesses, which leads to further expansion- 11 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
of the businesses. ITOCHU is expanding the business that utilizes the intellectual property, and in FYE
2024, ITOCHU has acquired the exclusive distribution rights of “GHERARDINI”, the Italian bag brand,in Japan, Europe and the USA, and master license and import/distribution rights of “Kappa” brand, theItalian sportswear brand, in Japan. ITOCHU will continue to develop the businesses which utilizes
intellectual property rights.
(Supplementary Principle 4.1.1)◼ Scope of the Matters Delegated to the Managements
As a corporation with the Audit & Supervisory Board (kansayaku secchi kaisha), ITOCHU has graduallyshifted to a governance model where day-to-day business decisions are delegated to the management to
the extent permitted under applicable laws. ITOCHU’s Board of Directors assumes the role of supervising
the execution of business by the management, as well as deciding corporate governance related mattersand certain business matters which are highly important either qualitatively or quantitatively. Matters to
be resolved by the Board of Directors are set forth in our Rules of the Board of Directors.
(Supplementary Principle 4.1.3)◼ Succession Plan
ITOCHU conducts discussions on succession planning through a process involving the proposal by
Chairman & CEO followed by the deliberation at the Governance, Nomination, and Remuneration
Committee as an advisory committee to the Board of Directors. In considering the succession plan, it isessential to have a deep understanding not only of the overall business of ITOCHU but also of thecandidates' professional backgrounds, experiences, and personal qualities, in order to achieve long-term
enhancement of corporate value. With this in mind, the process assumes the involvement of the executive
team. And the Governance, Nomination, and Remuneration Committee consists of a majority of Outside
Directors, with one serving as the committee chairman, which allows for the inclusion of perspectives
from Outside Officers who possess a viewpoint encompassing both public perception and the interests ofcommon shareholders. It should be noted that the successor will be determined by the Board of Directors
based on the candidate proposed by the Chairman & CEO, following deliberation and recommendations
from the Governance, Nomination, and Remuneration Committee, which are then presented to andresolved upon by the Board of Directors.
(Principle 4.9)
◼ Independence Criteria
ITOCHU’s Board of Directors has adopted its own independence criteria as follows:
For Outside Directors or Outside Audit & Supervisory Board Members of ITOCHU Corporation to bequalified as “independent directors / auditors” as defined by the Tokyo Stock Exchange, they must NOT fallunder any of the following items:
A. A person whose major business partner is ITOCHU Corporation or an executing person (Note 1) ofsuch person- “A person whose major business partner is ITOCHU Corporation” in the above criteria means a person
whose accounts receivable from ITOCHU Corporation exceed 2% of such person’s consolidated net
sales in any one of its last three (3) fiscal years.
B. A person who is a major business partner of ITOCHU Corporation or an executing person of such
person- “A person who is a major business partner of ITOCHU Corporation” in the above criteria means aperson to which ITOCHU Corporation’s revenues exceed 2% of ITOCHU Corporation’s consolidated
revenues in any one of ITOCHU Corporation’s last three (3) fiscal years.
C. 1. A consultant, an accounting professional, a legal professional, or a tax professional receiving asignificant amount of money or other assets from ITOCHU Corporation other than executive
remunerations (which shall be read as a consultant, an accounting professional, a legal professional,
or a tax professional of an organization if such person receiving the said assets is an organization suchas corporation and partnership)- 12 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE- “A significant amount of money” in the above criteria means, if such person receiving the money
is an individual, 10 million yen or higher per year on average of the past three (3) years, or, if such
person is an organization, in respect of the payments made by ITOCHU Corporation on averageover the last three (3) fiscal years (of such organization), the higher of 10 million yen or 2% of theconsolidated gross sales of the organization.
2. A member or a partner of an auditing firm which is Independent Accounting Auditor of ITOCHU
Corporation, or other accounting professional who undertakes audits on ITOCHU Corporation or its
subsidiary.
D. A major shareholder (or its executing person) of ITOCHU Corporation- “A major shareholder” in the above criteria means a shareholder who directly or indirectly holds 10%
or more of voting rights of ITOCHU Corporation.
E. A director or other executing person of an organization (limited to those who are involved in businessexecution of such organization) to which ITOCHU Corporation has made a significant amount of donation- “A significant amount of donation” in the above criteria means a donation of an amount exceeding 20
million yen per year on average over the last three (3) fiscal years.
F. A major lender of ITOCHU Corporation, its parent company, or their respective executing person- “A major lender” of ITOCHU Corporation in the above criteria means the top three (3) companies ofthe lenders of ITOCHU Corporation in terms of the amount of borrowings in the last fiscal year.
G. A person who was an executing person of ITOCHU Corporation or its subsidiary at a certain point intime during ten (10) years prior to their appointment
H. An executing person of a company which has Director(s) on loan from ITOCHU Corporation
I. 1. In case there is an organization falling under A, B or C-1 above as of their appointment, a person who
belonged to such organization at a certain point in time during three (3) years prior to their
appointment
2. A person who fell under C-2 above at a certain point in time during three (3) years prior to their
appointment
3. In case there is an organization falling under E above as of their appointment, a person who belonged
to such organization at a certain point in time during three (3) years prior to their appointment
4. A person who fell under D or F above at a certain point in time during three (3) years prior to their
appointment
J. A close relative (Note 2) of a person falling under one of the following items (limited to an important
person)(A) A person falling under any of items A through C above, or a person falling under I-1 or I-2 (For A andB, an “important person” means an executive director, executive officer or corporate officer. For C-1,
“important person” means, in case of an organization, a member or a partner of such organization, andfor C-2, “important person” means a member, a partner or an accounting professional who directly
engages in auditing on ITOCHU Corporation’s group)(B) An executing person of ITOCHU Corporation’s subsidiary(C) A non-executive director or an Accounting Advisor of ITOCHU Corporation’s subsidiary (limited toa case where an outside audit & supervisory board member is to be designated as an independent
director/auditor)(D) A person who fell under (B) or (C), or was an executing person of ITOCHU Corporation (including
non-executive director if an outside audit & supervisory board member is to be designated as anindependent director/ auditor) at a certain point in time during one (1) year prior to their appointment- 13 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

Notes: 1. “An executing person” means a person who executes business as provided for in Article 2,
Paragraph 3, Item 6 of the Ordinance for Enforcement of the Companies Act.
2. “Close relative” means a relative within the second degree of kinship.
Above criteria is disclosed on our homepage. Please refer to the following URL:
https://www.itochu.co.jp/en/about/governance_compliance/governance/pdf/independence_criteria.pdf(Supplementary Principle 4.10.1)◼ Independence, Mandates and Roles of the Voluntary Advisory Committees
While to strengthen the supervisory function of the Board of Directors and enhance the transparency ofthe decision-making process, ITOCHU maintained the Governance and Remuneration Committee, theNomination Committee, and the Women's Advancement Committee as voluntary advisory committees
under the Board of Directors, as of June 23, 2023, we reorganized the Governance and Remuneration
Committee and the Nomination Committee into a new Governance, Nomination, and Remuneration
Committee, with Outside Director as chairpersons and a majority of members as Outside Directors.
Combining these committees and their members will unify discussions for nominations and remuneration,
which are connected in many ways, with governance, which provides the overall framework fornominations and remuneration. This combination aims to facilitate more thorough discussions bycommittee members. Furthermore, we continue to maintain the Women's Advancement Committee, as thechairperson is an Outside Director and at least a half of the members are Outside Officers. Regarding thedetails of each committee's roles, composition, and activities, please refer to “Advisory Committee(s) tothe Board, Composition and Attribution of Chairperson” in 1. Items Related to Organizational Structure
and Operations, etc. of section II Overview of Business Management Organization and Other Corporate
Governance Systems Related to Managerial Decision-Making, Business Execution, and Management
Supervision.
(Supplementary Principle 4.11.1)◼ Approach to the Balance of Knowledge, Experience, and Skills, Diversity, and Board Size in the
Board of Directors
In FYE 2018, ITOCHU shifted to a monitoring-oriented Board of Directors with the aim of promoting theseparation of management execution and supervision. To ensure that the Board of Directors is able toprovide appropriate management supervision, ITOCHU appoints many officers in charge of overseeing
head office functions as Directors, along with a number of Outside Directors so that the percentage of
Outside Directors is at least one-third of all Directors. By appointing Outside Directors with more
specialized viewpoints and greater diversity, we are further enhancing the functions of ITOCHU’s Boardof Directors. In addition, by appointing Outside Audit & Supervisory Board Members with knowledge offinance, accounting and legal affairs makes it possible to monitor and supervise ITOCHU’s managementfrom a neutral and objective viewpoint.
ITOCHU’s internal and external officers who were appointed in accordance with the above are engaged
in management by using their knowledge, experience and high level of insight in their respective fields.
As for internal Directors, we identified areas of knowledge and experience which internal Directors have,and of these, areas in which Directors are expected to make a particular contribution. As for Outside
Directors and full-time Audit & Supervisory Board Members, we identified areas where the mostsignificant contributions to management are expected due to the greatest possible use of the professional
viewpoints and extensive knowledge of these individuals. For a list of the specialized fields, so-calledskill matrix, and the selection reasons for each category, which the Board of Directors should possess interms of expertise and the fields where specific contributions are expected, please refer to Chart 2.
Currently, our Board of Directors includes two female directors and one director with management
experience from another company.
(Supplementary Principle 4.11.2)◼ Directors’ and Audit & Supervisory Board Members’ Concurrent Positions Held at Other Companies
With the view to monitoring concurrent positions held by our Directors and Audit & Supervisory Board
Members at other companies, our Rules of the Board of Directors require each Director and Audit &- 14 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Supervisory Board Member to seek approval of or report to ITOCHU’s Board prior to holding a positionat other entities. In addition, important concurrent positions of our Directors and Audit & Supervisory
Board Members have been disclosed in our notice of general meeting of shareholders. Regarding thestatus of concurrent positions as of March 31, 2023, please refer to the following URL:
https://www.itochu.co.jp/en/files/100_shoshu_e.pdf (please refer to page 50)
Regarding the concurrent positions held by the Independent Outside Officers, please refer to “Other Items
Related to Independent Directors / Audit & Supervisory Board Members” in 1. Items Related toOrganizational Structure and Operations, etc. of section II Overview of Business Management
Organization and Other Corporate Governance Systems Related to Managerial Decision-Making,Business Execution, and Management Supervision.
(Supplementary Principle 4.11.3)◼ Evaluation as to the Effectiveness of the Board of Directors
ITOCHU has conducted an evaluation as to the effectiveness of the Board of Directors and Audit &Supervisory Board Members once a year since FYE 2016 utilizing external consultants, and the Board of
Directors has analyzed and evaluated the findings after deliberation by the Governance, Nomination andRemuneration Committee (until June 23, 2023, Governance and Remuneration Committee; excluding
FYE 2017).
Procedure for the Board Evaluation for FYE 2024 is as follows:
Respondents
All of ten (10) Members of the Board and five (5) Audit & Supervisory
Board Members in FYE 2024
Implementation (1) Conducted a questionnaire to and individual interview with each ofand Evaluation
respondents by the external consultant (Answered on anonymous
methodbasis)(2) Implemented an information compilation and analysis by theexternal consultant based on the answers from the respondents(3) In reference to the information compilation and analysis, conducted
an examination at the Governance and Remuneration Committee(4) Implemented an analysis and evaluation at the Board of Directors.
Question
Centered on items related to the following six sections:details(1) Structure of the Board of Directors(2) Structure of advisory committees to the Board of Directors(3) Roles and duties of the Board of Directors(4) Operation status of the Board of Directors(5) Information provision and training for Members of the Board andAudit & Supervisory Board Members(6) Other Important Themes
This evaluation confirmed the effectiveness of the Board of Directors in terms of the structure of theBoard 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 Board
and Audit & Supervisory Board Members and training, etc.
In terms of the quantitative aspect, the scores that were improved in FYE 2023 has been further
improved, showing that the board is functioning at a high level concerning all six (6) evaluation themes.
In particular, the number and ratio of Directors, attributes of the chair of the Board of Directors, andappropriateness of the proceedings, etc. were further improved from the high evaluation in the previous
fiscal year, and the efforts to enhance deliberations of the Board of Directors were also reflected in theevaluation. In terms of qualitative aspect, there were many suggestions and other information for moreprogress along with a large number of positive opinions.
In the previous evaluation, it was recognized that the Board of Directors should continue to address theissues of “continuous discussions on strengthening the business foundation” and “ensuring further
diversification of human resources” which ITOCHU recognized in the evaluation of the effectiveness of
the Board of Directors in FYE 2022, and that the Board Directors should further address the new issues of“holding ongoing discussions on succession planning for senior management throughout the Group” and“continuing strengthening monitoring and supervision systems in light of changes in the external- 15 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
environment.” It was confirmed that ITOCHU has steadily formulated and implemented specificmeasures to address each issue, including the introduction of a system of a special measure applicable tofemale Executive Officers with regard to securing diversity in human resources. In light of the expectationthat these measures will be executed steadily, established and embedded, and become continuous
initiatives, we recognize the need for further efforts by the Board of Directors to address new areas ofconsideration, specifically (1) supervising the implementation status of diversity strengthening measures,and (2) supervising governance strengthening measures for sustainable growth of the group. Regardingthese issues, the Board of Directors will continue its efforts to more effectively exercise its supervisory
function by utilizing opportunities for discussion at its voluntary advisory committee and off-site
meetings.
Based on the results of this evaluation, ITOCHU will continue to take actions for maintaining andincreasing the effectiveness of the Board of Directors.
For your reference, please see the result of the evaluation in our homepage at:https://www.itochu.co.jp/en/about/governance_compliance/board_evaluation/index.html(Supplementary Principle 4.14.2)◼ Training Policy
The Company conducts training related to regulations with respect to Directors and Audit & Supervisory
Member, corporate governance and other matters as part of its training for newly appointed internal andOutside Officers. The Company also provides Directors and Audit & Supervisory Board Members with
opportunities for training at third-party institutions, with the Company bearing the costs of such training.
Also, to ensure that management supervision by Directors and audit by Audit & Supervisory Board
Members are adequately performed, before each meeting we provide to Outside Officers priorexplanations on matters presented to each meeting of the Board of Directors through respective offices of
the Board of Directors and the Audit & Supervisory Board. In addition, ITOCHU strives to ensure that
Outside Officers appropriately understand its business environment and challenges through various
occasions such as introductory session concerning ITOCHU’s business upon election, visits to businesspremises in or outside Japan, meetings among Outside Officers, reporting activities by internal auditing
units to Outside Directors, periodical discussions with the managements and explanatory sessions on
matters requested by Outside Officers.
(Principle 5.1)
◼ Policy of Dialogue with Shareholders
In our “Basic IR Policy,” we have established our policy of dialogue with shareholders and otherstakeholders as follows:(Dialogue with Shareholders and Investors, etc.)- The Chief Financial Officer (CFO) has the primary responsibility for dialogue with shareholders andinvestors, etc. The senior management and Directors will strive to engage in dialogue with shareholders
and investors, etc., within reasonable limits.
- The CFO supervises the Investor Relations Division as the section in charge of dialogue withshareholders and investors. The Investor Relations Division assists the senior management andDirectors in engaging in dialogue with shareholders and investors, etc., by maintaining close
cooperation with relevant internal departments and sections, including through regular meetings withthem.
- The CFO regularly reports to the Board of Directors the views and concerns of shareholders andinvestors, etc., gleaned through dialogue. In addition, the CFO shares the views and concerns ofshareholders and investors, etc., with the senior management as needed.
- With the Investor Relations Division in charge of related activities, the CFO promotes dialogue withshareholders and investors, etc.
(Implementation status of dialogue with shareholders, etc.)
From the perspective of sustained growth and enhancing medium- to long-term corporate value of
ITOCHU Group, ITOCHU actively engage in a variety of IR activities in order to promote constructive
dialogue with domestic and foreign shareholders and investors, etc. For the specific details on the statusof activities related to IR and their implementation in FYE 2024, please refer to “2. Investor Relations- 16 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Activities” in section III Status of Implementation of Measures Related to Shareholders and Other
Stakeholders below in this report. Furthermore, we have conducted over 400 dialogues annually withdomestic and international investors. We have achieved a virtuous cycle that leads to sustained growthand enhancing medium- to long-term corporate value by providing feedback to the management team andthe Board of Directors on the opinions and issues recognized through dialogue with shareholders andinvestors, etc. and appropriately reflecting them in our management strategies, as well as financial andcapital strategies. ITOCHU will continue perpetuating highly effective dialogues with shareholders andinvestors, etc. Specific details and examples of this virtuous cycle are disclosed in our annual report(issued annually), please refer to the following URL for more information.
Annual Report：https://www.itochu.co.jp/en/ir/doc/annual_report/index.html
In addition to the IR activities, ITOCHU actively engages in shareholder relations (SR) activities tofacilitate dialogue and build stable relationships with domestic institutional investors who hold ITOCHU's
shares. SR activities are primarily handled by the Human Resources and General Affairs Divisions, andITOCHU conducts constructive dialogues primarily on ESG-related topics with institutional investors'
voting representatives, ESG specialists, analysts, and others. In FYE 2024, ITOCHU held individual
meetings with approximately 20 institutional investors. In addition, a small meeting hosted by the Chief
Administrative Officer (CAO) was held with the participation of several institutional investors to discuss
the development of various measures, focusing on sustainability and human resource strategies, under the“Sampo-yoshi” corporate philosophy. The points raised and suggestions obtained through these
dialogues were shared with the management team, and ITOCHU strives to incorporate them into ourefforts to further enhance the quality of our corporate value.
(Actions towards achieving management that is conscious of capital costs and stock prices)
Current understanding
ITOCHU has verified and discussed the cost of capital, and currently understand it to be 8%, as disclosed
in our Annual Report. However, we recognize that the market demands a higher level of return.
Therefore, while appropriately allocating management resources, we strive for highly efficientmanagement with a focus on achieving a globally highly regarded level of ROE of 15% or higher, andaim to sustainably enhance corporate value.
Over the 14-year period from FYE2011 to FYE2024, the average ROE was 16%, and the stock priceincreased by approximately 8 times during the same period, showing a continued upward trend.
Additionally, we have recently formulated the Management Policy that serves as a long-term compass forthe purpose of sustainable enhancement in corporate value. This policy was announced on April 3, 2024.
Policy and Target
In the Management Policy, we have set forth the following three principles to achieve sustainableenhancement in corporate value.
- Grow earnings: “No growth without investments” (Accelerating growth investment to expand businessareas and further strengthen and expand the business foundation.)- Enhancement of corporate brand value: Reinforcement of human capital, strengthening dialogue withstakeholders, enhancing our contribution to and engagement with the SDGs through businessactivities.
- Shareholder Returns: Total payout ratio of 40% or more, dividends of the higher of 30% dividend
payout ratio or dividend ¥200 per share.
Furthermore, our longstanding financial policy (maintaining financial foundation based on balancing threefactors: growth investments, shareholder returns, and control of interest-bearing debt) remains unchanged.
As mentioned above, ITOCHU has achieved high-efficiency management over the long term. To
continuously achieve high capital profitability in the future, we will maintain and improve of high ROE
based on the principles outlined in our Management Policy. This essentially involves growing earnings
based on our track record of achieving a compound annual growth rate (CAGR) exceeding 10% (FYE2011FYE2024: 13%) and ensuring total payout ratio of 40% or more. For FYE 2025 single-year Management
Plan, we set the target of ROE as 16%.

- 17 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Regarding the action to implement management that is conscious of cost of capital and stock price, wehave also disclosed the same perspective as mentioned above in our website.
Furthermore, in order to ensure understanding from shareholders and investors, etc., we provide detailed
explanations during General Meetings of Shareholders, investor briefings, and various other explanatory
briefings regarding the underlying concepts and strategies behind the Management Policy. We have also
clearly demonstrated the connection between the management policy, strategies and the enhancement ofcorporate value using the "Corporate Value Calculation Formula," in our Annual Report.
Please refer to the following URL.
Homepage：https://www.itochu.co.jp/en/about/governance_compliance/stakeholder/index.html
Annual Report：https://www.itochu.co.jp/en/ir/doc/annual_report/index.html- 18 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
2. Capital Structure
Ratio of Shares Held by Foreigners

More than 30%[Major Shareholders]Name or Designation
The Master Trust Bank of Japan, Ltd. (trust account)
BNYM AS AGT/CLTS 10 PERCENT
Custody Bank of Japan, Ltd. (trust account)
CP WORLDWIDE INVESTMENT COMPANY LIMITED
Nippon Life Insurance Company
Mizuho Bank, Ltd.
SSBTC CLIENT OMNIBUS ACCOUNTSTATE STREET BANK WEST CLIENT - TREATY 505234
Asahi Mutual Life Insurance Company
JP MORGAN CHASE BANK 385781

Number of Shares
Held(Shares)
231,683,900
130,162,027
76,380,600
56,330,642
34,056,023
31,200,000
27,463,267
25,219,051
23,400,500
18,705,900

Shareholding Ratio
(%)
16.09
9.04
5.30
3.91
2.36
2.17
1.91
1.75
1.62
1.30

Supplementary Information(1) The major shareholders as abovementioned are as of March 31, 2024.
(2) As of March 31, 2024, the Company holds 144,587,984 shares of treasury stock (9.12 % of the total
number of issued shares) that are excluded from the above list of the major shareholders.
(3) The above is stated in the shareholder registry. In addition to the above, we are confirming that CPWORLDWIDE INVESTMENT COMPANY LIMITED owned our company shares under anothername (CP WORLDWIDE INVESTMENT COMPANY LIMITED 1008520), and the total number ofshares substantially owned by CP WORLDWIDE INVESTMENT COMPANY LIMITED is
70,830,642 shares (4.92% of the total number of issued shares excluding treasury shares).
(4) As of June 19, 2023, a large shareholding report was submitted to the Kanto Local Finance Bureau
by National Indemnity Company, a 100% subsidiary of Berkshire Hathaway Inc. which reported that
this company holds 118,331,800 shares (shareholding ratio is 7.47%) as of June 12, 2023. However,this is not reflected to the above list of major shareholders as we could not confirm the substantial
ownership as of March 31, 2024.
(5) As of April 19, 2024, a large shareholding report was submitted to the Kanto Local Finance Bureau
by J.P. Morgan Asset Management (Japan) Limited which reported that J.P. Morgan Securities Plc,
together with other three joint holders, hold 94,299,490 shares (shareholding ratio is 5.95%) as of April
15, 2024. However, this is not included in the above list of major shareholders as we could not confirm
the substantial ownership as of March 31, 2024.
3. Corporate Attributes
Stock Exchange Listings and Market Classification
Fiscal Year-End
Industry
Number of Employees as of Previous Fiscal YearEnd (Consolidated)
Total Trading Transactions in Previous Fiscal Year(Consolidated)
Number of Consolidated Subsidiaries

Tokyo Prime Market
March
Wholesale Trade
1,000 or more
¥1 trillion or more
100 or more and less than 300

4. Policy for Measures to Protect Minority Shareholders When Conducting Transactions with
Controlling Shareholder
N.A.
5. Other Exceptional Circumstances that May Have a Material Impact on Corporate Governance- 19 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE【Approach and Policies Related to Group Management】
ITOCHU has many consolidated subsidiaries and is expanding its diverse businesses in Japan and all over
the world. As the core of the Group, ITOCHU formulates management policies as well as management
plans on a group basis, and regularly monitors the progress of each segment. In order to appropriately deal
with various risks as a group, we maintain internal control systems on a group basis, which are necessary
to ensure that Directors implement their duties in compliance with laws and statutory regulations and the
Articles of Incorporation, and to ensure the appropriateness of other operations.
In particular, ITOCHU makes conscientious efforts to ensure the execution of duties by directors andemployees at each subsidiary comply with laws and regulations, as well as the Articles of Incorporation,by means of the directors and corporate auditors dispatched to each subsidiary supervising and auditing
the execution of duties. In addition, in order to deal with various risks such as market risk, credit risk,
country risk, investment risk, environmental/social risk etc. of the Group, ITOCHU maintains andmanages risks comprehensively and individually. For that purpose, various internal committees andresponsible departments have been established, and the necessary risk management system andmanagement method are group-based. Furthermore, ITOCHU formulates a group compliance program,establishes and operates the system required to prevent the occurrence of any violations of laws andregulations, and strives for continuous improvement through regular reviews.
(Basic Approach and Policies Related to the Business Portfolio Strategy)With the purpose of conducting timely and strategic investments, the Company selects the optimal
funding types and ratios from among a diverse range of options, such as ITOCHU establishing a
subsidiary on its own, jointly funding a project with a partner, and acquiring a company to enable
management participation or to convert into a subsidiary. We do not specifically use different types offunding based upon whether or not a target company is listed on a securities exchange. Regarding holding
policies, such as decreasing, maintaining, or increasing our ownership ratio, we comprehensively assess
such factors as the unique characteristics of the industry and the post-investment outlook for each
investee, to thoroughly confirm the significance of ownership. The proposal is then considered by theDivision Company that would handle the investment. For major investees, discussions are held annually
in management meetings. Decisions regarding the holding policies are made taking these discussions into
account and are shared with Outside Officers.
Furthermore, ITOCHU does not believe that the divestment of holdings should be uniformly carried out
based solely on the fact that a subsidiary or affiliate is publicly listed. We recognize the significance ofeach individual subsidiary’s holding rational and strive to establish and maintain an effective governancestructure to prevent conflicts of interest. Additionally, while considering the strategic positioning of eachsubsidiary within ITOCHU Group, we make individual assessments of holding policies of listed
subsidiaries without limiting the options, based on a case-by-case basis.
(Basic Approach and Policies Related to the Treatment of Listed Subsidiaries and Affiliates in the GroupManagement System)
The Company has established special rules for domestic listed companies as part of its internal rules
related to managing subsidiaries and affiliates. These special rules set forth ITOCHU’s commitment topreventing actions that violate the general principles of management’s respect for independence andshareholder equality. At the same time, regarding matters related to internal management, including
compliance and internal control, we conduct management in a balanced way by affirming the need tooffer advice and guidance for the purpose of conducting appropriate management as the parent company
and major shareholder. Moreover, as a general rule, the Group requests subsidiaries to participate in theGroup financial system. For listed companies, in light of the independence of their management,
participation in the Group financial system is voluntary.
In addition, to contribute to the expansion of profits and the stabilization of management at each listed
subsidiary and affiliate, following discussions with each entity, we promote personnel exchanges, mainly
by dispatching from the Company people with expertise in financial accounting, legal affairs, and othermatters and management personnel for overseas expansion and overseas bases, as well as by taking inpersonnel from listed subsidiaries and affiliates into the Company’s sales and management departments.

- 20 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE【Significance of Holding Listed Subsidiaries】
As of June 21, 2024, ITOCHU’s listed subsidiaries are ITOCHU ENEX CO., LTD., ITOCHUSHOKUHIN Co., Ltd., C.I. TAKIRON Corporation and Prima Meat Packers, Ltd. The merits of holding
a listed subsidiary include expansion of business partners based on our name recognition, creditworthinessand independence; the expansion of synergies within the Group; reduction of ITOCHU’s financial burden
on the listed subsidiary against the backdrop of the funding procurement capabilities of listed companies;
and securing excellent human resources as well as maintaining and enhancing employee motivation. In
addition, the demerits of holding a listed subsidiary include the external outflow of economic profit; therestriction of the Group’s execution of management and strategies arising from the necessity ofconsidering minority shareholders; the difficulty in acquiring data; and the cost of remaining listed on asecurities exchange. The significance of holding each listed subsidiary from the perspective of the Group's
management strategy and sales perspective is as follows:【ITOCHU ENEX CO., LTD.】
Utilizing its wide and diverse domestic customer base, ITOCHU ENEX CO., LTD. is developing new
fuel sales, services to enhance logistics efficiency, and next-generation businesses, etc., in addition toexisting energy business and power business. It is important and indispensable presence for the Group inorder to build a stable profit based both in Japan and overseas. In addition, ITOCHU ENEX CO., LTD.,utilizing the ITOCHU Group’s extensive domestic and international network, promotes initiatives in the
new energy field based on the SDGs, and carries out the fuel supply businesses for the Group. ITOCHU
and ITOCHU ENEX CO., LTD., as business partners, are mutually contributing to the enhancement ofcorporate value. ITOCHU ENEX CO., LTD. is a Group company that was listed on a securities exchange
and holding it as a listed subsidiary is fully rational when considering the aforementioned merits anddemerits of remaining listed on a securities exchange.
【ITOCHU-SHOKUHIN Co., Ltd.】The principal and main business of ITOCHU-SHOKUHIN Co., Ltd. is the sale and distribution of
alcoholic beverages and processed foods. Based on its existence, ITOCHU secures stable contact points
with various domestic retailers, and maximizes profit in the food distribution field by utilizing this sales
channel. In addition, by utilizing our Group’s diverse customer base and knowledge in implementing the
growth strategy of ITOCHU-SHOKUHIN Co., Ltd., such as contribution to customers through creating
sales floors which utilize digital transformation (DX), etc., ITOCHU is contributing to the expansion andevolution of the services provided by ITOCHU-SHOKUHIN Co., Ltd. Accordingly, ITOCHU and
ITOCHU-SHOKUHIN Co., Ltd. are in a mutually beneficial relationship as business partners to enhance
corporate value. ITOCHU SHOKUHIN Co., Ltd. is a Group company that was listed on a securities
exchange and maintaining this holding as a listed subsidiary is fully rational in consideration of theaforementioned merits and demerits of remaining listed on a securities exchange.
【C.I. TAKIRON Corporation】
C.I. TAKIRON Corporation is positioned as a core enterprise in the Group’s plastic resin business, due toits advanced technological capabilities and large-scale production capacity. C.I. TAKIRON Corporation
utilizes ITOCHU Group’s extensive domestic and international network for overseas expansion of C.I.
TAKIRON Corporation’s film business, stable procurement of competitive raw materials, and expansionof sales of C.I. TAKIRON Corporation's various products. ITOCHU and C.I. TAKIRON Corporation, as
business partners, are mutually contributing to enhancing corporate value. C.I. TAKIRON Corporation isa Group company that was listed on a securities exchange and maintaining this holding as a listed
subsidiary is fully rational in consideration of the aforementioned merits and demerits of remaining listed
on a securities exchange. We also consider the fact that because it has reliability and influence due tobeing a listed company, alliance proposals meeting such frontline needs as manufacturing technologies
and logistics are directly brought to C.I. TAKIRON Corporation, effectively building collaborative
relationships with other companies.
【Prima Meat Packers, Ltd.】The main and principal business of Prima Meat Packers, Ltd. is to sell meat and processed livestock
products, and it assumes an important role in supplying final products in ITOCHU Group’s livestock
value chain. Prima Meat Packers, Ltd. utilizes ITOCHU Group’s extensive domestic and international
network to ensure a stable supply of high-quality imported raw materials for its core products and to- 21 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
jointly develop pork brands with overseas partners in our Group. As business partners, ITOCHU andPrima Meat Packers, Ltd. have a mutually beneficial relationship to enhance corporate value. A business
relationship on the premise of pursuing mutual economic rationality has been established and maintained.
In addition, Prima Meat Packers, Ltd. has become a subsidiary of ITOCHU as the Company incrementallyacquired more shares. Because it is a listed company, synergy with ITOCHU will be pursued whilefurther solidifying its value chain by conducting a broad range of trade with other companies. Continuing
to hold Prima Meat Packers, Ltd. as a listed subsidiary is fully rational when considering the
aforementioned merits and demerits of remaining listed on a securities exchange.
【Policies Related to Ensuring the Effectiveness of the Governance System of Listed Subsidiaries】
ITOCHU respects the autonomy of these listed subsidiaries and prohibits any acts that contradict the
principle of shareholder equality. In particular, with the recognition that there is a potential conflict ofinterest between ITOCHU and the minority shareholders of these listed subsidiaries and in order to secure
the independent decision-making of these listed subsidiaries, we request these listed subsidiaries to set up
an effective governance structure under which functions of their independent Outside Directors are wellassured.
Each of the above-mentioned subsidiaries has established and maintained an effective governance system,
including the appointment of certain number of Outside Directors and the establishment of an independent
advisory committee to the Board of Directors, and a special committee where transactions or actions
which may conflict with the interest of the controlling shareholder are deliberated and studied. ITOCHU
will continue to encourage listed subsidiaries to further improve their governance structure, taking into
account the Corporate Governance Code issued by the Tokyo Stock Exchange.
In addition, while seeking synergies by strengthening cooperation with each listed subsidiary, in
conducting transactions with each listed subsidiary, fair and appropriate terms and conditions are
determined by taking into account market prices, etc., on the premise of pursuing economic rationality
with each other. Further, ITOCHU fully respects the decision of the advisory committee to the Board of
Directors, which has the function of nomination, in exercising voting rights regarding the selection or
removal of independent directors or nomination process of independent directors of our listed
subsidiaries.
The policies related to ensuring the effectiveness of the governance systems of each listed subsidiary are
as follows:【ITOCHU ENEX CO., LTD.】
ITOCHU ENEX CO., LTD. has established terms and conditions related to transactions and acts with
ITOCHU. These are similar to ITOCHU ENEX CO., LTD.’s general terms and conditions, taking into
account market prices. In addition, regarding significant transactions and acts that cannot reference
market prices, ITOCHU ENEX CO., LTD. ensures the propriety of transactions by receiving approval
from its Board of Directors, which includes Outside Directors and Audit & Supervisory Board Members,
after conducting deliberations and studies at a specialized committee, which comprises independent
Outside Directors and others who possess independence.
【ITOCHU-SHOKUHIN Co., Ltd.】Inter-Group transactions are based on the principle of economic rationality. ITOCHU-SHOKUHIN Co.,
Ltd. provides sufficiently competitive functions and food products while being evaluated by each Group
company, and independence is assured. In addition, matters related to significant conflicts of interest aredeliberated and studied by the Governance Committee, which has a majority of independent Outside
Directors as members of the advisory body to its Board of Directors.
【C.I. TAKIRON Corporation】
C.I. TAKIRON Corporation has established a governance committee, which has a majority of
independent Outside Directors as members, as an advisory body to its Board of Directors. The committeemonitors conflicts of interest with controlling shareholders from the perspective of protecting minority
shareholders.

- 22 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE【Prima Meat Packers, Ltd.】Prima Meat Packers, Ltd. has ensured independence from ITOCHU by having a majority of independent
Outside Directors.
【Agreements Related to Content that Should Be Listed as the Approach and Policies Related toGroup Management】
ITOCHU has not concluded capital and business alliance agreements or agreements related to Groupmanagement with any listed subsidiary.
【Significance of Holding Listed Affiliates】
As of June 21, 2024, ITOCHU holds investments in multiple affiliates.
The merits of listed affiliates remaining listed include expansion of business partners based on our namerecognition, creditworthiness and independence; the expansion of synergies within the Group; andsecuring excellent human resources, as well as maintaining and enhancing employee motivation.
However, the demerits of holding each company as a listed affiliate include the external outflow of
economic profit; the restriction of the Group’s execution of management and strategies arising from thenecessity of considering minority shareholders; the difficulty in acquiring data; and the cost of remaining
listed on a securities exchange.
In the Group’s management, the significance of holding each listed affiliate includes leveraging theGroup’s sales channels to expand sales, utilizing ITOCHU’s expertise in the management of specificindustries and overseas expansion, and enhancing competitiveness through alliances between other Group
companies, and managing businesses as a member of the Group is considered beneficial to enhancing
corporate value for both ITOCHU and each listed affiliate. The significance of holding each listed affiliate
is as follows and considering the aforementioned merits of maintaining the listing on a securities
exchange, we believe holding each of these companies as listed affiliates is fully rational.
【DESCENTE LTD.】DESCENTE LTD.’s mainstay sports apparel brands are DESCENTE, Le Coq Sportif, and Munsingwear.
Because it has built a stable earnings base in one of ITOCHU’s key fields, sports-related business,
DESCENTE LTD. occupies an important and indispensable position for the Company. DESCENTE LTD.
has solidified its position as a premium brand, especially the DESCENTE brand, and aims to maximize
profit by helping build a platform for production, logistics, and DX and utilizing the Company’s humanresources, manufacturing, and expertise. ITOCHU and DESCENTE LTD. are in a mutually beneficial
relationship as business partners to enhance corporate value.
Since acquiring shares in the listed company DESCENTE LTD. in 1984, the Company has incrementally
increased its share.
【JAMCO Corporation】
The principal and main business of JAMCO Corporation is the manufacture of aircraft interiors. JAMCO
Corporation is positioned as a core enterprise in ITOCHU’s private aircraft business, which has theworld’s top market share for lavatories and galleys for large-scale aircraft. In some of its marketing
efforts, JAMCO Corporation utilizes the Group’s extensive network. ITOCHU and JAMCO Corporation
are in a mutually beneficial relationship as business partners to enhance corporate value.
JAMCO Corporation is a Group company that was listed on a securities exchange after considering themerits of being listed.
【Tokyo Century Corporation】
Tokyo Century Corporation operates a wide variety of businesses, including business investment, acrossits five business fields, starting with its traditional field of domestic leases and going on to encompass
auto mobility, specialty (including aircraft, ships, and real estate), environmental infrastructure, andinternational business. Tokyo Century Corporation and ITOCHU have a collaborative relationship in awide range of fields, including information, environmental energy, and such machinery fields as
automobiles, construction machinery, and aircraft. Both companies are expanding their mutual businesses
in part by offering joint proposals and providing joint funding to promising candidates in new business- 23 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
fields. Accordingly, ITOCHU and Tokyo Century Corporation are in a mutually beneficial relationship as
business partners to enhance corporate value.
Tokyo Century Corporation was created through the merger of one of ITOCHU’s listed Group companies
and another listed company.
【Hitachi Construction Machinery Co., Ltd.】
Hitachi Construction Machinery Co., Ltd. is working to expand its businesses, including finance business,rental business, and used equipment sales in addition to the sale of new construction machinery. Hitachi
Construction Machinery Co., Ltd. has had various kinds of business relationships in part through the joint
expansion of the finance business and export trade. Hitachi Construction Machinery Co., Ltd. has animportant and indispensable position as ITOCHU builds a stable earnings base in the construction
business. In addition, Hitachi Construction Machinery Co., Ltd. utilizes ITOCHU’s extensive networkand promotes collaboration in a wide range of business fields and various regions, including the UnitedStates. ITOCHU and Hitachi Construction Machinery Co., Ltd. are in a mutually beneficial relationship as
business partners to enhance corporate value.
In conjunction with the dissolution of its former North America joint venture, Hitachi Construction
Machinery Co., Ltd. reconstructed its sales and service network, ended its relationship as a listed
subsidiary of Hitachi, Ltd., and executed a capital alliance as a business partner.
【WELLNEO SUGAR Co., Ltd.】WELLNEO SUGAR Co., Ltd. is a holding company with ITOCHU as a major shareholder, created in
January 2023 by the merger of Nissin Sugar Co., Ltd., which is listed on the Prime Market of the Tokyo
Stock Exchange, and ITOCHU SUGAR CO., LTD., which is a wholly owned subsidiary of ITOCHU, inorder to address the diversification in sugar demand and changes in Japan’s demographics. ITOCHUSUGAR CO., LTD., which boasts one of the most efficient sugar manufacturing operations in Japan, andNisshin Sugar Co., Ltd., which boasts high brand awareness in major metropolitan areas, including Tokyo
and Osaka, have a business foundation comprising around 30% of the market share in Japan, and
WELLNEO SUGAR Co., Ltd. occupies an important and indispensable position in ITOCHU. WELLNEO
SUGAR Co., Ltd. is expected to further demonstrate sales synergy utilizing the ITOCHU Group’s
intermediate distribution and downstream network as well as providing the Company’s overseas raw
material procurement function, which is top class among general trading companies. ITOCHU and
WELLNEO SUGAR Co., Ltd. are in a mutually beneficial relationship as business partners to enhance
corporate value.
WELLNEO SUGAR Co., Ltd. was created through a share exchange between one of ITOCHU’s Group
companies and another listed company.
【Japan Foods Co., Ltd.】
Since its founding in 1976, Japan Foods Co., Ltd. has cemented its place as a manufacturer specializing in
the commissioned production of soft drinks over more than 45 years. Japan Foods Co., Ltd. hasstrengthened its manufacturing capabilities by conducting appropriate capital investment. With the Group,Japan Foods Co., Ltd. aims to better upgrade facilities, secure human resources, and develop new
businesses by utilizing the Group’s extensive network in addition to enhancing its delivery transactions
for concentrated beverage raw materials, commissioned production, and sales of products. ITOCHU andJapan Foods Co., Ltd. are in a mutually beneficial relationship as business partners to enhance corporate
value.
Japan Foods Co., Ltd. is a Group company that was listed on a securities exchange after considering themerits of being listed.
【FUJI OIL HOLDINGS INC.】
FUJI OIL HOLDINGS INC. develops, manufactures, and sells food products, including those made withplant-based oils, cacao, and soybeans. FUJI OIL HOLDINGS INC. has an important position in
ITOCHU’s portfolio because, in the development of plant-based ingredients, it boasts unique
technological capabilities accumulated since its founding, a shift to high value added businesses, andglobal operations. In addition to the joint promotion of the oil business in the United States, ITOCHU and
FUJI OIL HOLDINGS INC. utilize the Group’s network in the stable procurement of raw materials, saleof products, and personnel exchanges. ITOCHU and FUJI OIL HOLDINGS INC. are in a mutually
beneficial relationship as business partners to enhance corporate value.
- 24 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
FUJI OIL HOLDINGS INC. is a Group company that was listed on a securities exchange after
considering the merits of being listed.
【CENTURY 21 REAL ESTATE OF JAPAN LTD.】
The principal and main business of CENTURY 21 REAL ESTATE OF JAPAN LTD. is the franchisingof real estate agencies, and it has around 1,000 stores that participate in franchises serving as customer
contact points. It assumes an important role in the Group building a stable earnings base in the real estatebusiness. In addition, CENTURY 21 REAL ESTATE OF JAPAN LTD. utilizes the Group’s extensive
network to enhance services to customers and participating stores. ITOCHU and CENTURY 21 REALESTATE OF JAPAN LTD. are in a mutually beneficial relationship as business partners to enhance
corporate value.
CENTURY 21 REAL ESTATE OF JAPAN LTD. is a Group company that was listed on a securities
exchange after considering the merits of being listed.
【Paraca Inc.】
The principal and main business of Paraca Inc. is the operation and management of parking lots. It
operates and manages parking lots comprising around 37,000 parking spaces across Japan. It assumes animportant role in building the Company’s construction and real estate business value chain and creating astable earnings base. Paraca Inc. utilizes the Group’s extensive network to expand the parking lot
business. ITOCHU and Paraca Inc. are in a mutually beneficial relationship as business partners toenhance corporate value.
Since starting a capital and business alliance, ITOCHU made Paraca Inc. an affiliate by acquiring
additional shares of the company after confirming that the relationship will help mutually enhance
corporate value.
【Nalnet Communications Inc.】
Nalnet Communications Inc. operates a business for commissioned maintenance of leased vehicles, whichis handled at its more than 11,000 maintenance shops across Japan. ITOCHU expects to conduct tire sales
to the automotive maintenance shop network centered on Nalnet Communications Inc. and expects toutilize the vehicle maintenance functions in this network in the used vehicle sales business, which is
forecast to expand going forward. Because of this, ITOCHU and Nalnet Communications Inc. are in amutually beneficial relationship as business partners to enhance corporate value.
Nalnet Communications Inc. was listed in line with the exit scenario for other shareholders at one of
ITOCHU’s Group companies.
【BELLSYSTEM24 Holdings, Inc.】BELLSYSTEM24 Holdings, Inc. assumes an important role in elevating the customer experience in
ITOCHU’s digital businesses. Its principal and main business is the operation of contact centers and theprovision of BPO services in the form of solutions to business issues. BELLSYSTEM24 Holdings, Inc.
utilizes the Group’s extensive network in such fields as AI and data analysis. ITOCHU and
BELLSYSTEM24 Holdings, Inc. are in a mutually beneficial relationship as business partners to enhance
corporate value.
BELLSYSTEM24 Holdings, Inc. was listed in line with the exit scenario for other shareholders at one of
ITOCHU’s Group companies.
【WingArc1st Inc.】
WingArc1st Inc. assumes an important role in developing and operating IT systems in ITOCHU’s digitalbusinesses. Its principal and main business is the development and sale of software and cloud services
related to the creation of business forms, the management of documents, and data utilization. In the
expansion of its customer base and the creation of new businesses utilizing proprietary solutions,
WingArc1st Inc. not only utilizes the Group’s extensive domestic and international network, it also
supports the Group’s DX in such ways as adapting to the Electronic Books Maintenance Act. ITOCHU
and WingArc1st Inc. are in a mutually beneficial relationship as business partners to enhance corporate
value.
WingArc1st Inc. was listed in line with the exit scenario for other shareholders at one of ITOCHU’s
Group companies.

- 25 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE【SKY Perfect JSAT Holdings Inc.】
SKY Perfect JSAT Holdings Inc. assumes an important role in strengthening space, satellite, and mediarelated businesses in ITOCHU’s data and telecommunications field. Its principal and main business is thespace business, which is centered on satellite telecommunication services, and the media business, which
provides the pay TV channel SKY PerfecTV!. SKY Perfect JSAT Holdings Inc. aligns with the Group’s
extensive domestic and international network in the construction of new businesses in the media field,
which utilizes content and solutions, and in the space and satellite field, which utilizes satellite imagery
and data. ITOCHU and SKY Perfect JSAT Holdings Inc. are in a mutually beneficial relationship as
business partners to enhance corporate value.
SKY Perfect JSAT Holdings Inc. is a listed company that was established by a business merger throughthe share transfer of the two listed companies SKY Perfect Communications Inc. and JSAT Corporation.
ITOCHU has been a shareholder in both companies since their founding and, with Fuji Media Holdings,
Inc., jointly established ITC Partners, Inc. (now ITOCHU Fuji Partners, Inc. (IFP)). By investing theshares of SKY Perfect JSAT Holdings Inc. owned by the two companies into IFP, IFP’s stake in SKY
Perfect JSAT Holdings Inc. exceeded 20%, making it an affiliate of IFP.
【Orient Corporation】
Orient Corporation operates a wide range of businesses, including loans, credit cards, and guarantor for
rent and financial settlements; is an important partner in ITOCHU’s retail financing business; and utilizes
the Group’s network in commercialization surveys for overseas expansion. In addition, Orient
Corporation works to expand its business through investment in fintech companies and is consideringcollaboration with ITOCHU in these efforts. Accordingly, ITOCHU and Orient Corporation are in amutually beneficial relationship as business partners to enhance corporate value.
The investment in Orient Corporation was for the purpose of strengthening the retail financing businessand accomplished by acquiring shares from existing shareholders and a third-party allocation of shares.
(Affiliates Listed in Overseas Markets)
ITOCHU holds investments in multiple listed affiliates overseas as well. The reasons for investing inlisted affiliates overseas are as follows.
Strategic business and capital alliances with powerful local listed companies
Responding to laws and regulations for specific industries in relevant countries
Responding to transaction conditions with state-run companies
Enhancing creditworthiness in countries where businesses are operated【Agreements Related to Content that Should Be Listed as Approaches and Policies Related toGroup Management with Low Risk of Conflict of Interests between ITOCHU and Minority
Shareholders as well as Measures Related to Ensuring the Effectiveness of the Governance Systemsof Listed Affiliates】
Regarding listed affiliates, ITOCHU is careful to ensure there are no conflicts of interest in transactions
with relevant companies and takes action based on listed subsidiaries as needed in light of the actual
situation of each company, including capital relationships and transaction status. Please reference thefollowing information for details related to each listed affiliate (the scope is the same as the companies
specified in the section above regarding the significance of holding listed affiliates).
【DESCENTE LTD.】DESCENTE LTD. is taking measures to ensure independence from ITOCHU, such as increasing thenumber of independent Outside Directors. ITOCHU and DESCENTE LTD. have not concluded anagreement related to content that should be listed as the approach and policies related to Groupmanagement.
【JAMCO Corporation】
JAMCO Corporation is also an affiliate of ANA Holdings, Inc. The sales activities of JAMCO
Corporation are all based on receiving orders, including direct transactions with ANA Holdings, Inc., in acompetitive environment with other companies in Japan and overseas, and its relationship with ITOCHU
does not benefit the Company’s sales transactions. ITOCHU and JAMCO Corporation have notconcluded an agreement related to content that should be listed as the approach and policies related toGroup management.
- 26 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE【Tokyo Century Corporation】
Tokyo Century Corporation has a sales transaction relationship with ITOCHU and Group companies.
Each transaction is conducted based on Tokyo Century Corporation’s own judgment after conducting
individual negotiations with each company on the same basis as any general business partner, so theCompany does not place restrictions on business, ensures a certain level of independence, and takes
appropriate action to ensure there is no negative impact on the profit of minority shareholders. ITOCHU
and Tokyo Century Corporation have not concluded an agreement related to content that should be listed
as the approach and policies related to Group management.
【Hitachi Construction Machinery Co., Ltd.】
ITOCHU invests in Hitachi Construction Machinery Co., Ltd. through HCJI Holdings Ltd. (HCJI), which
is a joint venture with Japan Industry Partners, Inc. (JIP). The Company believes there is low risk of
conflicts of interests with minority shareholders of ITOCHU and Hitachi Construction Machinery Co.,
Ltd. because their business content is not in a competitive relationship and Hidemi Moue, who is theRepresentative Director & President of HCJI and the Director & CEO of JIP, is dispatched as a director to
Hitachi Construction Machinery Co., Ltd (as of June 21, 2024). HCJI and Hitachi Construction
Machinery Co., Ltd. have concluded a capital alliance agreement.
【WELLNEO SUGAR Co., Ltd.】
ITOCHU, WELLNEO SUGAR Co., Ltd., and Sumitomo Corporation, which is a shareholder of
WELLNEO SUGAR Co., Ltd., have concluded a capital and business alliance agreement. In thisagreement, the basic policy is to ensure the independence of the management of WELLNEO SUGAR Co.,
Ltd., and the signers agree to respect WELLNEO SUGAR Co., Ltd.’s independence, autonomy, andrelationships with existing business partners as well as the adoption and implementation of measuresneeded to execute business from the perspective of WELLNEO SUGAR Co., Ltd.’s Board of Directors
aim of creating shareholder profit.
【Japan Foods Co., Ltd.】
ITOCHU, Japan Foods Co., Ltd. and its group companies have an ongoing relationship for purchasing
raw materials and selling products, but the transaction percentage is insignificant and the Company does
not impose business restrictions, ensuring independence. ITOCHU and Japan Foods Co., Ltd. have notconcluded an agreement related to content that should be listed as the approach and policies related toGroup management.
【FUJI OIL HOLDINGS INC.】
When FUJI OIL HOLDINGS INC. has new transactions (¥1.0 billion or more annually) with the Groupor business alliance conditions determined to be important to ITOCHU, both companies discuss thefairness of the matter from the perspective of protecting minority shareholders, and the matter isdeliberated and resolved by its Board of Directors to ensure the transparency and fairness of assessments.
ITOCHU and FUJI OIL HOLDINGS INC. have not concluded an agreement related to content thatshould be listed as the approach and policies related to Group management.
【CENTURY 21 REAL ESTATE OF JAPAN LTD.】
Real estate agency franchises, which is the principal and main business of CENTURY 21 REAL ESTATE
OF JAPAN LTD., do not have ongoing transactions with ITOCHU or the Group, and the relationshipwith CENTURY 21 REAL ESTATE OF JAPAN LTD. does not benefit the sales transactions of
ITOCHU and its Group companies. ITOCHU and CENTURY 21 REAL ESTATE OF JAPAN LTD. havenot concluded an agreement related to content that should be listed as the approach and policies related toGroup management.
【Paraca Inc.】
Paraca Inc. has built a highly transparent governance system, selecting independent Outside Directors forfour of its seven directors (as of June 21, 2024), ensuring a majority. ITOCHU and Paraca Inc. haveconcluded a capital and business alliance agreement.

- 27 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE【Nalnet Communications Inc.】
When conducting individual sales transactions with ITOCHU and Group companies, Nalnet
Communications Inc. conducts each transaction based on its own judgment after conducting individual
negotiations with each company like with any general business partner, so the Company does not place
restrictions on business, ensures a certain level of independence, and takes appropriate action to ensure
there is no negative impact on the profit of minority shareholders. ITOCHU and Nalnet Communications
Inc. have not concluded an agreement related to content that should be listed as the approach and policies
related to Group management.
【BELLSYSTEM24 Holdings, Inc.】The ITOCHU Group and TOPPAN Holdings Group, which is the second largest shareholder, have been
identified as affiliated parties that possess significant influence on the BELLSYSTEM24 Holdings, Inc ’s
financial and business decision making. Rules related to the management of transactions with affiliatedparties have been established and are enforced in line with standards that were established for transactions
that need and do not need approval from the Board of Directors depending on the scale andcharacteristics. In addition, regardless of whether approval from the Board of Directors is needed,
approval for ongoing transactions with affiliated parties is sought from the Board of Directors at the
beginning of every fiscal year, and with that approval, monitoring is conducted related to the fairness oftransactions by the Board of Directors. ITOCHU and BELLSYSTEM24 Holdings, Inc. have notconcluded an agreement related to content that should be listed as the approach and policies related toGroup management.
【WingArc1st Inc.】
As a preliminary advisory body for approving transactions with affiliated parties, special committee rules
put in place by WingArc1st Inc. provide for the establishment, when necessary, of a special committee tobe comprised of Outside Directors and personnel who is not a director dispatched from ITOCHU, upon
their appointment by Outside Directors following discussion. In this way, management independence andtransparency are assured, and management-related supervisory functions are strengthened. ITOCHU andWingArc1st Inc. have concluded a capital and business alliance agreement.
【SKY Perfect JSAT Holdings Inc.】
Regarding transactions with major shareholders, SKY Perfect JSAT Holdings Inc. always holds
preliminary deliberations to ensure there is no negative impact on shareholder profit and conducts thetransactions after confirming they are rational. ITOCHU and SKY Perfect JSAT Holdings Inc. have notconcluded an agreement related to content that should be listed as the approach and policies related toGroup management.
【Orient Corporation】
Orient Corporation strengthened appropriate disclosures of affiliated party transactions after enhancing
initiatives from the perspective of focusing on protecting independence from major shareholders andshareholder profits. ITOCHU and Orient Corporation have not concluded an agreement related to content
that should be listed as the approach and policies related to Group management.

- 28 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

II

Overview of Business Management Organization and Other Corporate Governance
Systems Related to Managerial Decision-Making, Business Execution, andManagement Supervision

1. Items Related to Organizational Structure and Operations, etc.
Company with Audit & Supervisory Board
Members

Form of Organization[Directors]
Number of Directors Stipulated in Articles ofIncorporation
Term of Office for Directors Stipulated in Articles
of Incorporation
Chairman of the Board of Directors
Number of Directors
Election of Outside Directors
Number of Outside Directors
Number of Outside Directors Designated as
Independent Director

The maximum number is not stipulated.
1 yearChairman and Chief Executive Officer
11Elected4
4

Relationship with the Company (1)Name
Masatoshi Kawana
Makiko Nakamori
Kunio Ishizuka
Akiko Ito

Attributesab

Relationship with the Company*c d e f g h i jkScholarCertified Public Accountant
From another company
Other* Relationship with the Company○: shows the item is/was applicable to the Outside Director either currently or until recently△: shows the item was applicable to the Outside Director in the past●: shows the item is/was applicable to a close relative of the Outside Director either currently or until
recently▲: shows the item was applicable to a close relative of the Outside Director in the pasta. A person performing an executive role at the Company or its subsidiaryb. A person performing an executive role at or who is a non-executive director of the Company’s parent
c. A person performing an executive role at an affiliate that is another subsidiary of the Company’s parent
d. A person (or its person performing an executive role) whose major customers include the Company
e. A person (or its person performing an executive role) who is a major customer of the Company
f. A consultant, accountant or lawyer who receives a large amount of monetary compensation or otherproperty (other than remuneration as the Outside Director) from the Company
g. A major shareholder (or its person performing an executive role) of the Company
h. A person performing an executive role at a customer of the Company (other than those to which item d, eor f applies) (this item applies only to the Outside Director himself/herself)
i. A person performing an executive role at an entity that has an Outside Director or corporate auditor fromthe Company
j. A person performing an executive role at an entity to which the Company makes donations (this item
applies only to the Outside Director himself/ herself)
k. Others- 29 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Relationship with the Company (2)Name

Independent
Directors

Masatoshi Kawana✓

Makiko Nakamori✓

Kunio Ishizuka✓

Supplementary Information
Related to the Criteria- 30 -

Reason for Appointment as
Outside Director (For Independent
Directors, Including Reason for
Designation as an Independent
Director)
Mr. Kawana is appointed as an Outside
Director in the anticipation that, basedon his experience as a doctor at Tokyo
Women's Medical University Hospitalfor many years and in important posts
such as the Deputy Director of thesame hospital as well as his high levelof medical knowledge, he will monitor
and supervise the corporate
management of ITOCHU from an
independent perspective. According to
the criteria for the independence of
directors/auditors prescribed by the
Tokyo Stock Exchange, as well as ourown independence criteria, Mr.
Kawana qualifies as an independent
Director. Accordingly, ITOCHU
believes that he is unlikely to haveconflicts of interest with generalinvestors, and he has been designatedas an independent Director.
Ms. Nakamori is appointed as an
Outside Director in the anticipation
that, based on her high level expertise
regarding finance and accounting as acertified public accountant as well as
her extensive experience as a corporate
executive, she will monitor andsupervise the corporate management of
ITOCHU from an independent
perspective. According to the criteria
for the independence of
directors/auditors prescribed by the
Tokyo Stock Exchange, as well as ourown independence criteria, Ms.
Nakamori qualifies as an independent
Director. Accordingly, ITOCHU
believes that she is unlikely to haveconflicts of interest with generalinvestors, and she has been designatedas an independent Director.
Mr. Ishizuka is appointed as an Outside
Director in the anticipation that, byutilizing his extensive knowledge ofcorporate management and the retailindustry that was earned through his
experience as President & CEO andChairman of Isetan Mitsukoshi
Holdings Ltd. and as a Vice Chair of
Nippon Keidanren (Japan Business[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

Akiko Ito*

Federation), he will monitor andsupervise the corporate management of
ITOCHU from an independent
perspective. According to the criteria
for the independence of
directors/auditors prescribed by the
Tokyo Stock Exchange, as well as ourown independence criteria, Mr.
Ishizuka qualifies as an independent
Director. Accordingly, ITOCHU
believes that he is unlikely to haveconflicts of interest with generalinvestors, and he has been designatedas an independent Director.
Ms. Ito is appointed as an Outside
Director in the anticipation that, basedon her extensive and profound insights
as a government official in charge ofconsumer-oriented issues, which were
earned from her experience such as the
Deputy Director-General of the
Ministry of Land, Infrastructure,
Transport and Tourism, the first female
director in the Ministry of Land,
Infrastructure, Transport and Tourism(the Director-General of the Housing
Bureau), and as Councillor, Cabinet
Secretariat, Director General,
Secretariat of the Headquarters for
Overcoming Population Decline andVitalizing Local Economy in Japan,
followed by her service as
Commissioner of Consumer Affairs
Agency, she will monitor and supervise
the corporate management of ITOCHU
from an independent perspective.
According to the criteria for the
independence of directors/auditorsprescribed by the Tokyo Stock
Exchange, as well as our own
independence criteria, Ms. Ito qualifies
as an independent Director.
Accordingly, ITOCHU believes that
she is unlikely to have conflicts ofinterest with general investors, and she
has been designated as an independent
Director.
*Registered name: Akiko Noda✓

Existence of advisory committee(s)comparable to nomination committee or
remuneration committee

Yes- 31 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Advisory Committee(s) to the Board, Composition and Attribution of Chairperson

Name of Committee

Total
Number ofMembers

Internal
Directors

OutsideDirectors

Internal
Audit &
Supervisory
Board
Members

OutsideAudit &
Supervisory
Board
Members

ChairmanGovernance, Nomination
OutsideandRemuneration
7
3
4
0
0
Director
Committee
Governance, Nomination
Outsideand Remuneration
7
3
4
0
0
Director
Committee•
While to strengthen the supervisory function of the Board of Directors and enhance the transparencyof the decision-making process, in FYE 2023, we maintained the Governance and Remuneration
Committee, the Nomination Committee, and the Women's Advancement Committee as voluntary
advisory committees under the Board of Directors, as of June 23, 2023, we reorganized theGovernance and Remuneration Committee and the Nomination Committee into a new Governance,
Nomination, and Remuneration Committee, with Outside Director as chairpersons and a majority ofmembers as Outside Directors. Combining these committees and their members will unify
discussions for nominations and remuneration, which are connected in many ways, with governance,
which provides the overall framework for nominations and remuneration. This combination aims tofacilitate more thorough discussions by committee members. Furthermore, we continue to maintainthe Women's Advancement Committee, as the chairperson is an Outside Director and at least a halfof the members are Outside Officers.
•

The Roles and Composition of the committees as of June 21, 2024 and the Activities of thecommittees during FYE 2024 are as follows:
Roles and composition of each committee as of June 21, 2024
[Governance, Nomination and Remuneration Committee]
Roles:
To deliberate and advise the Board on proposals relating to nomination and dismissalof Executive Officers, nomination and dismissal of Senior Operating Officers,
nomination of candidates for Directors and Audit & Supervisory Board Members,
dismissal of Directors and Audit & Supervisory Board Members, appointment anddismissal of responsible Directors and Executive Officers, consideration of thesuccession plan, remuneration system for Directors and Executive Officers and othermatters on corporate governance.
Composition:
Chair
Kunio Ishizuka, Director (Outside)
Members
Masahiro Okafuji, Director
Keita Ishii, Director
Fumihiko Kobayashi, Director
Masatoshi Kawana, Director (Outside)
Makiko Nakamori, Director (Outside)
Akiko Ito, Director (Outside)*Kentaro Uryu, Audit & Supervisory Board Member (Outside), attends as anobserver.

[Women’s Advancement Committee]
Roles:
To deliberate and advise the Board on proposals relating to policies, strategies, andpromotion measures to promote the empowerment of female employees.
Composition:
Chair
Makiko Nakamori, Director (Outside)- 32 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Members

Fumihiko Kobayashi, Director
Yoshiko Matoba, Audit & Supervisory Board Member
Tsutomu Fujita, Audit & Supervisory Board Member (Outside)
Kumi Kobayashi, Audit & Supervisory Board Member (Outside)
Toshiyuki Kakimi, General Manager, Human Resources & General Affairs Division

Activities of each committee for FYE 2024
[Governance and Remuneration Committee]
Activities: This committee was held twice in FYE 2024 with the participation of all members for
all meetings. The main agenda items discussed at the Governance and Remuneration
Committee were as follows:
Evaluation of the Board of Directors for FYE 2023 (April 4, 2023)
Approval to propose for the Board of Directors with respect to reporting on the
results of the evaluation of the Board of Directors for FYE 2023 and seeking
approval of external disclosure materials.

Skill matrix for FYE2024 (April 4, 2023)
Approval of skill matrix for FYE2024 and the addition of the reasons for selectionsof principal specialized area of experience / areas in which officers are expected tomake a particular contribution.

Executive compensation system (April 4, 2023)
Approval to propose for the Board of Directors with respect to seeking approvalof performance-linked bonuses for Directors for FYE2024 and the individual
maximum amount for such bonuses as well as the individual maximum points for
performance-linked stock remuneration plan to be granted to Directors.

Executive compensation system (June 6, 2023)
Approval to propose for the Board of Directors with respect to seeking approval topartially modify the calculation formula for performance-linked bonuses for
executives.
[Governance, Nomination and Remuneration Committee]
Activities: This committee was held for 3 times in FYE 2024 with the participant of all members
for all meetings. The main agenda items discussed at the Governance, Nomination andRemuneration Committee were as follows:
Succession Plan (August 18, 2023)
Discussion about the succession plan of executives.

Revision to the Executive System (November 17, 2023)
Approval to propose for the Board of Directors with respect to the revision to the
executive system.
Officer appointments for FYE 2025 (January 11, 2024)
Approval to propose for the Board of Directors with respect to seeking approvalof the officer appointments for FYE 2025.
[Women’s Advancement Committee]
Activities: This committee was held for 2 times in FYE 2024 with the participant of all members
for all meetings. The main agenda items discussed at the Women’s Advancement
Committee were as follows:
Challenges and actions for Women’s Advancement evident through disclosure ofhuman capital information (September 28, 2023)
Deliberation on the entire policy of Women’s Advancement and improvement offemale Board Member rate.
Initiatives for further Women’s Advancement (February 5, 2024)
Deliberation on the initiatives for female candidates for executive positions andthe next General Employer Action Plan.
[Audit & Supervisory Board Members]
Establishment of the Audit & Supervisory Board
Yes
Number of Audit & Supervisory Board Members
The maximum number is not stipulated.
Stipulated in Articles of Incorporation
Number of Audit & Supervisory Board Members
5- 33 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

⚫

⚫

⚫

⚫

⚫

Cooperation Between Audit & Supervisory Board Members, Independent External Auditor, and Internal
Audit Division
Audit & Supervisory Board Members and the independent external auditors participate in monthly
regular meetings where they exchange information in a timely manner, in addition to providing
reports on quarterly reviews and internal control audits. Audit & Supervisory Board Members monitor
the progress of the audit conducted by the independent external auditors and share any issues with
them.
Audit & Supervisory Board Members engage in discussions regarding the selection of Key Audit
Matters based on the current year's financial performance. For the selected matters in FYE 2024,
namely the assessment of FamilyMart's goodwill and the evaluation of CITIC Limited's investment,
Audit & Supervisory Board Members conducted detailed discussions and raised inquiries regarding
the future cash flows, discount rates, and other underlying assumptions for the assessments. These
discussions involved relevant departments and the independent external auditors providing detailed
explanations.
Audit & Supervisory Board Members and the Audit & Supervisory Board endeavor to enhancecooperation with the independent external auditors, for example through active exchange of
information and opinions on the status and results of each other’ audit plans and audits along withother important auditing matters with the aim of improving the quality and efficiency of auditing andof enhancing corporate governance.
The Audit Division and Audit & Supervisory Board Members endeavor to closely cooperate andexchange information by discussing internal audit plans regularly to exchange opinions on the resultsof each internal inspection, issues and recommendations, etc.
The Audit Division strives to strengthen its relationships by regularly holding meetings with theindependent external auditors and maintaining close collaboration. In addition, it seeks to promote
cooperation through information exchange with the internal audit departments of ITOCHU Group
companies.
Election of Outside Audit & Supervisory Board
Members
Number of Outside Audit & Supervisory Board
Members
Number of Outside Audit & Supervisory Board
Members Designated as Independent Auditor

Elected3
3

Relationship with the Company (1)NameAttributesab

Relationship with the Company*c d e f g h i j k〇〇l m
Kentaro Uryu
LawyerTsutomu Fujita
From another company
Kumi Kobayashi
Certified Public Accountant* Relationship with the Company○: shows the item is/was applicable to the outside corporate auditor either currently or until recently△: shows the item was applicable to the outside corporate auditor in the past●: shows the item is/was applicable to a close relative of the outside corporate auditor either currently or
until recently▲: shows the item was applicable to a close relative of the outside corporate auditor in the pasta. A person performing an executive role at the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaryc. A person performing an executive role at or who is a non-executive director of the Company’s parent
d. A corporate auditor of the Company’s parent
e. A person performing an executive role at an affiliate that is another subsidiary of the Company’s parent
f. A person (or its person performing an executive role) whose major customers include the Company
g. A person (or its person performing an executive role) who is a major customer of the Company
h. A consultant, accountant or lawyer who receives a large amount of monetary compensation or other- 34 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
property (other than remuneration as the outside corporate auditor) from the Company
i. A major shareholder (or its person performing an executive role) of the Company
j. A person performing an executive role at a customer of the Company (other than those to which item f, g
or h applies) (this item applies only to the outside corporate auditor himself/herself)
k. A person performing an executive role at an entity that has an Outside Director or corporate auditor fromthe Company
l. A person performing an executive role at an entity to which the Company makes donations (this item
applies only to the outside corporate auditor himself/ herself)
m. Others
Relationship with the Company (2)Name

Independent
Auditors

Kentaro Uryu✓

Tsutomu Fujita✓

Reason for Appointment as
Outside Audit & Supervisory Board
Supplementary Information
Member (For Independent Auditors,
Related to the Criteria
Including Reason for Designation as
an Independent Auditor)
ITOCHU pays legal fees to Mr. Uryu is appointed as an outside
URYU & ITOGA, where
Audit & Supervisory Board Member
Mr. Uryu serves as thein the anticipation that he will
representative lawyer andmonitor management and provide
managing partner, as
auditing from an independentcompensation for receiving perspective by utilizing his high level
legal advice. However, theof expertise in law and extensive
annual amount paid is
experience as an attorney-at-law forminimal and does notmany years. According to the criteria
exceed 1% of the annual
for the independence of directors/
total income of the law
auditors prescribed by the Tokyofirm. Based on this, we
Stock Exchange, as well as our own
have determined that it does independence criteria, Mr. Uryu
not pose a risk to thequalifies as an independent Audit &independence of Mr. Uryu. Supervisory Board Member.
Accordingly, ITOCHU believes that
he is unlikely to have conflicts ofinterest with general investors, and hehas been designated as anindependent auditor.
ITOCHU pays fees to
Mr. Fujita is appointed as an outside
Strategy Advisors Co., Ltd, Audit & Supervisory Board Member
where Mr. Fujita serves asin the anticipation that he will
the representative director
monitor management and provide
and the president, as
auditing from an independentcompensation for being
perspective by leveraging his
provided with the training
extensive experience and advanced
program. However, theexpertise gained from years ofannual amount paid is
experience in the financial industry.
minimal and does not
According to the criteria for theexceed 1% of their annual
independence of directors/ auditors
total income of theprescribed by the Tokyo Stockcompany. Based on this,Exchange, as well as our own
we have determined that it
independence criteria, Mr. Fujita
does not pose a risk to thequalifies as an independent Audit &independence of Mr. Fujita. Supervisory Board Member.
Accordingly, ITOCHU believes that
he is unlikely to have conflicts ofinterest with general investors, and hehas been designated as anindependent auditor.
- 35 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Kumi Kobayashi*✓

Ms. Kobayashi is appointed as an
outside Audit & Supervisory Board
Member in the anticipation that she
will monitor management and provide
auditing from an independent
perspective by utilizing her extensive
professional knowledge and practicalexperience in financial andaccounting matters, gained from her
career as a certified public
accountant. According to the criteria
for the independence of directors/
auditors prescribed by the Tokyo
Stock Exchange, as well as our own
independence criteria, Ms. Kobayashi
qualifies as an independent Audit &Supervisory Board Member.
Accordingly, ITOCHU believes that
she is unlikely to have conflicts ofinterest with general investors, andshe has been designated as anindependent auditor.
*Registered name: Kumi Nojiri[Independent Directors/ Audit & Supervisory Board Members]
Number of Independent Directors/ Audit &7
Supervisory Board Members
Other Items Related to Independent Directors/ Audit & Supervisory Board Members[Criteria for the independence of directors/ auditors]⚫ ITOCHU has adopted its own independence criteria (augmenting the independence criteria
established by the Tokyo Stock Exchange), which is disclosed in Principle 4-9, 2. Disclosure Basedon Principles of Corporate Governance Code, I. Basic Policy, Capital Structure, Corporate Attributes
and Other Basic Information.
⚫

⚫

All of the Company’s Outside Directors and outside Audit & Supervisory Board Members who
qualify as independent are designated as independent Directors/ Audit & Supervisory Board
Members.
ITOCHU has established a de minimis standard of ¥10 million per fiscal year relating to a donation
made by the Company. ITOCHU views that a donation within the de minimis standard above isunlikely to affect our investor’s judgment on its voting, thus description on such donation is omitted
from our filings of independent directors/ auditors.

[Performance of the Independent Outside Directors and Outside Audit & Supervisory Board Members
during FYE 2024]
Independent Outside Directors⚫ Mr. Kawana attended all 17 meetings of the Board of Directors held during FYE 2024. He mainly
made statements from an objective and neutral position as an Outside Director. During FYE 2024, he
was a member of the Governance, Nomination and Remuneration Committee, and contributed to
upgrade governance and increase the objectivity of succession plans and selections of officers.
Additionally, he used his professional knowledge and experience to provide many beneficial
suggestions in the areas of health management and internal epidemic prevention in the period of post
COVID-19 pandemic.
⚫ Ms. Nakamori attended all 17 meetings of the Board of Directors held during FYE 2024. She mainly
made statements from an objective and neutral position as an Outside Director. During FYE 2024, shechaired the Women’s Advancement Committee and led discussions on measures to promote theadvancement of ITOCHU’s female employees from a real-world perspective. Additionally, she was a- 36 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

⚫

⚫

⚫

member of Governance, Nomination and Remuneration Committee, and contributed to upgrade
governance and increase the objectivity of succession plans and selections of officers. Furthermore,
she used her professional knowledge and experience to provide many beneficial suggestions in theareas of internal control, compliance, and DX related business.
Mr. Ishizuka attended all 17 meetings of the Board of Directors held during FYE 2024. He mainly
made statements from an objective and neutral position as an Outside Director. During FYE 2024, hechaired the Governance, Nomination and Remuneration Committee and led discussions regarding
evaluations of the Board of Directors’ effectiveness and other governance subjects, selections ofsenior executives and the succession plan, and the remuneration of officers. Additionally, he used his
professional knowledge and experience to provide many beneficial suggestions regarding promoting
the business transformation from the point of view of incorporating the needs of the market into
ITOCHU’s products and services.
Ms. Ito attended all 13 meetings of the Board of Directors held during FYE2024 (since election). She
mainly made statements from an objective and neutral position as an Outside Director. During
FYE2024, she was a member of the Governance, Nomination and Remuneration Committee, andcontributed to upgrade governance and increasing the objectivity of succession plans and selections ofofficers. Additionally, she used her professional knowledge and experience to provide to provide
many beneficial suggestions in the areas of SDGs and ESG and human resource strategies.
Outside Directors actively advise and provide recommendations, from a neutral and objective
position, at the Board of Directors and at the voluntary advisory committee of the Board of Directors,
and ensure and enhance the effectiveness of the monitoring and supervising function of the Board of
Directors and transparency of decision-making by appropriately demonstrating to the internal
Directors their supervisory functions based on various perspectives and their management advice
function of the Outside Directors.

Independent Outside Audit & Supervisory Board Members⚫ Mr. Uryu attended all 17 meetings of the Board of Directors and all 14 meetings of the Audit &Supervisory Board held during FYE 2024. He mainly made statements from an objective and neutral
position as an outside Audit & Supervisory Board Member. During FYE 2024, he was an observer of
the Governance, Nomination and Remuneration Committee and contributed to upgrade governanceand increasing the objectivity of succession plans and selections of officers.
⚫ Mr. Fujita attended all 13 meetings of the Board of Directors and all 10 meetings of the Audit &Supervisory Board held during FYE2024 (since election). He mainly made statements from an
objective and neutral position as an Outside Audit & Supervisory Board Member. During FYE2024,
he was a member of the Women’s Advancement Committee and contributed to speeding up measures
for supporting women’s advancement and promotion.
⚫ Ms. Kobayashi attended all 13 meetings of the Board of Directors and all 10 meetings of the Audit &Supervisory Board held during FYE2024 (since election). He mainly made statements from an
objective and neutral position as an Outside Audit & Supervisory Board Member. During FYE2024,
he was a member of the Women’s Advancement Committee and contributed to speeding up measures
for supporting women’s advancement and promotion.
⚫ Outside Audit & Supervisory Board Members actively provide an opinion, from a neutral andobjective position, at the Board of Directors and at the voluntary advisory committee of the Board of
Directors, and enhance the transparency of decision-making by appropriately demonstrating theirsupervisory functions of the Outside Directors against the performance of the internal Directors.
[Important concurrent positions of Independent Outside Officers as of June 21, 2024]⚫ Independent Outside Director
Masatoshi Kawana: Outside Director of MedPeer, Inc.
Makiko Nakamori: Representative Partner of Nakamori CPA offices,
Outside Audit & Supervisory Board Member of LIFULL Co., Ltd.
Outside Audit & Supervisory Board Member of Kajima Corporation (to beelected)Kunio Ishizuka: Outside Director of Welcia Holdings Co., Ltd.
Akiko Ito: Outside Director of Canon Inc.
⚫

Independent Outside Audit & Supervisory Board Members- 37 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Kentaro Uryu: Managing Partner of URYU & ITOGA
Representative Director of U&I Advisory Service Co., Ltd.
Director of Lotte Holdings Co., Ltd.
Tsutomu Fujita: Outside Director of RIZAP GROUP, Inc.
Outside Director of Dream Incubator Inc.
Representative Director of Strategy Advisors Co., Ltd.
Kumi Kobayashi: Representative Partner, Kobayashi CPA Office
Representative Director, Tokyo Athletes Office, Inc.
Outside Director, KOSÉ Corporation
Outside Audit & Supervisory Board Member, Oisix ra daichi Inc.
[Advisory Board]
Harufumi Mochizuki, Atsuko Muraki, former Outside Directors of ITOCHU, Kotaro Ohno, former
Outside Audit & Supervisory Board Member of ITOCHU, and Shotaro Yachi provide advice on thebusiness management of ITOCHU in their capacities as members of the Advisory Board, enabling theirextensive experience and expertise to be utilized in the business management of ITOCHU.
[Incentives]
Status of Implementation of Measures
to Grant Incentives to Directors

⚫

⚫

⚫

⚫

⚫

Adoption of a performance-linked compensation
systemSupplementary Information
Following the deliberation at the Governance, Nomination and Remuneration Committee (until June23, 2023, the Governance and Remuneration Committee), the Board of Directors has unanimously
approved the current Remuneration Plan for Directors consisting of monthly remuneration and
Performance-Linked Remunerations—performance-linked bonuses, share price-linked bonuses, andperformance-linked stock remuneration (non-monetary compensation).
The performance-linked bonuses are positioned as compensation linked to short-term (one fiscal year)
performance, and the share price-linked and performance-linked stock remuneration are positioned ascompensation for the performance for enhancing the corporate value over the medium to long term.
ITOCHU’s current remuneration plan for Directors does not have a fixed percentage of PerformanceLinked Remuneration—performance-linked bonuses, share price-linked bonuses, performance-linked
stock remuneration (non-monetary compensation)—and is designed so that the percentage of
Performance-Linked Remuneration in total director remuneration increases as ITOCHU Corporation’s
performance improves and its share price increases. ITOCHU believes that this system is in line withthe decision policy of our remuneration plan for Directors, which is designed to be an incentive togrow business performance and raise ITOCHU’s stock price.
Regarding the Director’s remuneration in FYE 2024, the ratio of performance-linked bonus isapproximately 54.9% and the aggregate ratio of the share price-linked bonuses and performancelinked stock remuneration is approximately 27.4%. As for the Director’s remuneration in FYE 2025,
the estimated ratio of the aggregate amount of the performance-linked bonus is approximately 50.2%
and the ratio of the share price-linked bonuses and performance-linked stock remuneration isapproximately 34.3%. The share price-linked bonus in FYE 2025 is calculated based on theassumption that the ITOCHU’s stock growth rate is 120% and the relative stock growth rate with
TOPIX* is 110%.
*TOPIX = Tokyo Stock Price Index, the principal index determined pursuant to the relevant rules ofTokyo Stock Exchange (TSE Index Guidebook (TOPIX)).
Net profit (consolidated) is of high interest to the stock market because it is an easy-to-understandindicator of capital to growth-oriented investments and to returns to shareholders and we have an
unshakeable belief in its importance as an indicator going forward. In addition, bonuses for employees
are linked to net profit (consolidated) so we have net profit attributable to ITOCHU (consolidated) as
the linked indicator for performance-linked bonuses and performance-linked stock remuneration (nonmonetary compensation). For FYE 2024, the initial plan for "net income attributable to ITOCHU(consolidated)" was 780.0 billion yen (announced on May 9, 2023), which was revised to be 800.0
billion yen on November 6, 2023, and the actual result was 801.8 billion yen (announced on May 8,2024).

- 38 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE⚫

⚫

Regarding share price-linked bonuses for FYE 2024, the average value of our company stock prices
on a daily basis for successive two fiscal years is used as the linked indicator thereof. The averagevalue of our company stock prices during FYE 2023 increased by approximately 1,950 yen comparedto the average value of our company stock price during FYE 2022-2023.
For the details of the performance-linked bonuses, share price-linked bonuses, and performancelinked stock remuneration mentioned above, please refer to section II (Overview of Business
Management Organization and Other Corporate Governance Systems Related to Managerial
Decision-Making, Business Execution, and Management Supervision.) -1 (Items Related toOrganizational Structure and Operations, etc.) for “Disclosed Details of Policy for Determining
Amount and Calculation Method of Compensation”.
Not Applicable

Grantees of Stock Options
Supplementary Information
N.A.

[Directors’ Compensation]
Disclosure Status (of Compensation for Individual
Directors)

Partial individual disclosure

Supplementary Information
Name, position, and amount of compensation paid to Directors receiving compensation of ¥100 million
or more during FYE 2024, are as follows.

Name

Category Total AnnualMonthly
Remuneration
Masahiro Okafuji* Director ¥179 million
Keita Ishii*
Director ¥111 million
Fumihiko Kobayashi Director ¥99 million
Tsuyoshi Hachimura Director ¥98 million
Hiroyuki Tsubai
Director ¥82 million
Hiroyuki Naka*
Director ¥64 million

Performancelinked bonuses(Rounded to nearest million yen)
Share priceStockTotallinked bonuses Remuneration¥542 million¥407 million¥271 million¥271 million¥356 million¥119 million¥148 million¥111 million¥74 million¥74 million¥74 million¥32 million¥135 million¥101 million¥68 million¥68 million¥68 million¥30 million¥1,003 million¥729 million¥511 million¥511 million¥580 million¥246 million

Note: The remuneration paid to Directors (excluding Outside Directors) in FYE 2024 comprised monthly
remuneration, performance-linked bonuses, share price-linked bonuses, and performance-linked stock
remuneration (non-monetary compensation) for Directors (Board Incentive Plan Trust). Monthly
remuneration is decided based on the standard amount by position and the level of contribution to ITOCHU,
including its response to climate change, ESG, and the SDGs. The total amount of performance-linked
bonuses is determined on the basis of consolidated net profit attributable to ITOCHU, and the amount of theshare price-linked bonuses is determined by adding the evaluation of the relative growth rate of ITOCHU’s
share price compared to Tokyo Stock Price Index (TOPIX) to the amount of increase of ITOCHU’s shareprice. An overview of the system of performance-linked stock remuneration for Directors is described below
in “Disclosed Details of Policy for Determining Amount and Calculation Method of Compensation” below.
(*) Monthly remuneration includes housing allowance.
The remuneration for Executive Officers who do not concurrently hold director positions is provided basedon a system designed according to the position based on the remuneration plan for the Directors. Name andamount of compensation paid to Executive Officers (excluding those who concurrently hold director
positions) whose total compensation exceeded ¥100 million in FYE 2024, are as follows:

Name

Total AnnualMonthly
Remuneration

Performancelinked bonuses(Rounded to nearest million yen)
Share priceStockTotallinked bonuses Remuneration- 39 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Mitsuru Chino*¥44 million¥56 million---million¥13 million
Tomoyuki Takada¥51 million¥49 million---million¥13 million
Tatsushi Shingu¥51 million¥158 million¥44 million¥30 million
Masaya Tanaka¥40 million¥128 million¥32 million¥29 million
Kenji Seto
¥36 million¥100 million¥32 million¥29 million
Masatoshi Maki
¥40 million¥86 million¥32 million¥29 million
Hideto Takeuchi¥36 million¥96 million¥32 million¥29 million
Shuichi Miyamoto¥37 million¥112 million¥32 million¥29 million* Registered name: Mitsuru Ike
Policy for Determining Amount and Calculation
Adopted
Method of Compensation- 40 -¥112 million¥113 million¥284 million¥230 million¥197 million¥187 million¥193 million¥210 million

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Disclosed Details of Policy for Determining Amount and Calculation Method of Compensation(a) Compensation Paid to Directors, etc. in FYE 2024⚫

Details of the compensation paid to Directors and Audit & Supervisory Board Members of theCompany in FYE 2024 are as follows.
Type

Number ofPeopleAmount Paid
(Millions of yen)

Directors

11

3,661

(Outside Directors)

(5)

(81)

Audit & Supervisory
Board Members

7160(Outside Audit &Supervisory Board
Members)

(5)

(61)

Total

18

3,821

(Outside Directors/
Audit & Supervisory
Board Members)

(10)

(142)

Details(1) Monthly remuneration: ¥714 million(¥81 million is for Outside Directors)(2) Performance-linked bonuses:¥1,966 million(3) Share price-linked bonuses: ¥512 million(4) Stock Remuneration: ¥469 million
Only monthly remuneration(Rounded to nearest million yen)
Notes:
1. Maximum compensation paid to all Directors:¥1.0 billion per year as total monthly remuneration (including ¥100 million per year for theOutside Directors) and ¥3.0 billion per year as total bonuses paid to all Directors (resolved at theGeneral Meeting of Shareholders on June 24, 2022.) *2. Maximum compensation paid to all Audit & Supervisory Board Members:¥250 million per year (resolved at General Meeting of Shareholders on June 24, 2022. The
number of eligible Audit & Supervisory Board Members as of June 21, 2024 is five.) *3. The introduction of performance-linked stock remuneration for Directors (Board Incentive Plan
Trust “BIP”) was approved at the 92nd Ordinary General Meeting of Shareholders held on June24, 2016. The total amount of stock remuneration in the table is the recorded amount of expenses
involving share granted points granted during this fiscal year related to BIP. An overview of thisstock remuneration system is provided below, in “(c) performance-linked Stock Remuneration
for Directors.”(b) Directors’ Bonuses for FYE 2025⚫

Performance-linked Bonuses
Director performance-linked bonuses for FYE 2025 will be paid following the conclusion of the 101stOrdinary General Meeting of Shareholders in amounts calculated according to the methods described
below.
a. Total amount paid to all Directors:
The total amount paid to all Directors shall be the lesser of the sum of the amount paid to anindividual Director in b. below or ¥3.0 billion.
b. Amount paid to an individual Director:- 41 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
The formula to calculate the amount paid to an individual Director is below.
Total base amount paid to all Directors = (A + B + C) x Sum of Position points for all the eligible
Directors/55
Where:A = (Consolidated net profit attributable to the Company for FYE 2025 for the portion up to ¥200.0
billion) × 0.35%
B = (Consolidated net profit attributable to the Company for FYE 2025 for the portion more than¥200.0 billion but up to ¥300.0 billion x 0.525%
C = (Consolidated net profit attributable to the Company for FYE 2025 for the portion exceeding¥300.0 billion) × 0.35%(amounts of less than ¥1 shall be rounded down)
The amount paid to an individual Director = (Total base amount paid to all Directors as above x
Position Point/Sum of Position points for all the eligible Directors) x 20% + (Total base amount paid
to all Directors as above x Position Point/Sum of Position points for all the eligible Directors)
x 80% x (the Rate A (defined below) determined based on plan achievement rate of the consolidated
net profit of the assigned division/department x 70% + (the Rate B (defined below) determined basedon the rate determined by comparing the net profit of the assigned division/department in the fiscal
year and that in the fiscal year prior to the fiscal year when he/she assumed the position) x 30%).
(amounts of less than ¥1,000 shall be rounded up)
Provided, however, that
(1) The Rate A: 100% + (the plan achievement rate of the consolidated net profit target for theassigned division/department -100%) x 2 (if negative, it will be 0%. Maximum will be 200%.)(2) The Rate B: 100% + (the consolidated net profit in FYE2025 of the assigned division/department
divided by the consolidated net profit in the fiscal year prior to the fiscal year when he/she
assumed the position – 100%) x 2 (if negative, it will be 0%. Maximum will be 200%.)
However, for Directors who have already assumed a position in the assigned division/department
as of the date of the system revision on June 13, 2023, the consolidated net profit in the fiscal year
prior to the fiscal year when he/she assumed the position for the year before assuming the position
shall be replaced with the consolidated net profit of the assigned division/department for FYE
2024.
(3) The assigned division of the Director whose bonuses are determined utilizing the Rate A and Rate
B is the Machinery Company, while with its planned target for the FYE 2025 consolidated net
profit set at ¥130.0 billion (announced on May 8, 2024).
(4) The Rate A and Rate B shall be 100% for the eligible Director (not being the Division Company
President) for whom no plan achievement rate is measurable.
The points assigned to each position are as per below:
Position points
Chairman and Chief Executive Officer
President and Chief Operating Officer
Executive Vice President
Senior Managing Executive Officer
Managing Executive Officer
Executive Officer

10
7.5
5
4
3
2.2

Notwithstanding the calculation stated above, the amount paid to an individual Director shall not
exceed the maximum amount for each position for FYE 2025 as set forth below:
Maximum amount paid to an individual Director
Chairman and Chief Executive Officer
President and Chief Operating Officer
Executive Vice President- 42 -(Millions of yen)
1,000
750
500

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Senior Managing Executive Officer
Managing Executive Officer
Executive Officer
⚫

400
300
220

Share Price-linked Bonuses
To align with our shareholders and create greater awareness of increasing corporate value, we haveintroduced share-price linked bonuses with ITOCHU’s share price as the linked indicator. This bonus
is an index linked to the increase in the average daily value of ITOCHU’s stock price for two
consecutive fiscal years. To ensure fairness, the calculation scheme includes the relative evaluation
between the growth rate of the average value of the ITOCHU’s stock price and the growth rate of theaverage value of the Tokyo Stock Price Index (TOPIX) (Note 1) for each successive two fiscal years.
The total amount of bonuses during the term of Directors is paid to them after their retirement.
Based on the formula below, the Company calculates the individual payment amount of share pricelinked bonuses for FYE 2025, and when the Director retires or, in the case of taking on the position of
Executive Officer after retirement of the Director, the Executive Officer retires, such amount will be
paid.
[(Average of Daily Closing Price from FYE 2024 to FYE 2025) – (Average of Daily Closing Pricefrom FYE 2022 to FYE 2023)] × 1,300,000 × aggregated Position Point during FYE 2024 and FYE
2025 according to the position / 108.8 points × 2 × Relative Stock Price Growth Rate (Note 2) – Share
Price-linked Bonuses of FYE 2024.
Note 1 TOPIX = Tokyo Stock Price Index, the principal index determined pursuant to the relevant
rules of Tokyo Stock Exchange (TSE Index Guidebook (TOPIX)).
Note 2 Relative Stock Price Growth Rate = (Average of Daily Closing Price from FYE 2024 to FYE
2025 / Average of Daily Closing Price from FYE 2022 to FYE 2023) / (Simple average of daily
TOPIX from FYE 2024 to FYE 2025 / Simple average of daily TOPIX from FYE 2022 to FYE 2023)
If the tenure is less than 2 years, the amount will be calculated and paid according to the following:
For individuals who retire or are no longer eligible for Stock Price-linked Bonuses during FYE 2025,
a payment will be made for FYE 2025 during the period in which they were eligible from FYE 2024
to FYE 2025 ("FYE 2024-2025 Tenure Period") as follows:[(The Average of Daily Closing Price during FYE 2024-2025 Tenure Period) – (Average of Daily
Closing Price from FYE 2022 to FYE 2023)] × 1,300,000 × aggregated Position Point during FYE
2024 and FYE 2025 according to the position / 108.8 points × 2 × Relative Stock Price Growth Rate
(Note 3) × number of months in FYE 2024-2025 Tenure Period / 24 – Share Price-linked Bonuses of
FYE 2024
Note 3 Relative Stock Price Growth Rate = (Average of Daily Closing Price during FYE 2024-2025
Tenure Period / Average of Daily Closing Price from FYE 2022 to FYE 2023) / (Simple average ofdaily TOPIX during FYE 2024-2025 Tenure Period / Simple average of daily TOPIX from FYE 2022
to FYE 2023)
If the amount calculated based on the calculation formula is negative, the amount paid to an individual
Director for the relevant year will be zero.
The Position Points assigned to each position are same as those applied for performance-linked
bonuses.
The share price-linked bonuses together with performance-linked bonuses are paid to the eligible
Directors within the Director bonuses limit of ¥3.0 billion.
(If the amount of performance-linked bonus and share price-linked bonus based on the above formulaexceeds ¥3.0 billion, the performance-linked bonus is preferentially allocated to the limit amount)- 43 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE(c) Performance-linked Stock Remuneration Plan (Non cash remuneration)
⚫

⚫

⚫

⚫

ITOCHU has introduced a performance-linked stock remuneration plan since FYE 2017 (hereinafterreferred to as the "Previous Plan"), but at the 100th Ordinary General Meeting of Shareholders held on
June 21, 2024 (hereinafter referred to as the "2024 Shareholders' Meeting"), it was resolved to
introduce a new performance-linked stock remuneration plan (hereinafter referred to as the "NewPlan") starting from FYE 2025. The compensation for the FYE 2024 will be based on the Previous
Plan, while starting from FYE 2025, the New Plan will be applied.
[Previous Plan]
By resolution of the 92nd Ordinary General Meeting of Shareholders held on June 24, 2016
(hereinafter referred to as the “2016 Shareholders’ Meeting”), ITOCHU introduced the Previous Plan
and, by resolution of the Board of Directors on March 17, 2021, this plan has continued for FYE
2023-FYE 2024.
Under the Previous Plan, in June of ever year during the trust period, Directors who served as
Directors from July 1 of the previous year to the last day of June of the said year are granted points
based on performance in the fiscal year that ended on March 31 of said year and in accordance with
the number of months of service during that period.
The method of calculating the number of points granted to Directors (excluding Outside Directors) in
FYE 2024 is described below. One point corresponds to one share in ITOCHU, and amounts of lessthan one point are discarded.
Points = Individual stock remuneration amount (Note 1) / Average acquisition stock price of ITOCHU
shares in the trust (Note 2) × {(Number of months of service from July, the beginning month of theapplicable period of payment, to June of the following year (rounding up fractions of less than one
month)) / 12} (rounding down fractions)
Note 1: The individual stock remuneration amount is calculated on the basis of the total stock
remuneration amount, which is calculated as indicated below.
a. Total stock remuneration amount= (the amount of consolidated net profit attributable to ITOCHU for FYE 2024 – ¥300.0
billion) x 0.175% x Sum total of position points of eligible Directors / 55
(rounding up fractions of less than ¥1)
b. Individual stock remuneration amount= Total stock remuneration amount x Position points of each Director / Sum total of
position points of Directors (rounding down fractions of less than ¥1,000)
The points assigned to each position as the Director are as per below:
Position points
Chairman and Chief Executive Officer
10
President and Chief Operating Officer
7.5
Executive Vice President
5
Senior Managing Executive Officer
4
Managing Executive Officer
3
Executive Officer
2.2
Notwithstanding the calculation stated above, the number of points granted to an individual Director
shall not exceed the maximum points for each position for FYE 2024 as set forth below:
Maximum number of points granted to an individual Director
Chairman and Chief Executive Officer
President and Chief Operating Officer
Executive Vice President
Senior Managing Executive Officer
Managing Executive Officer
Executive Officer- 44 -(Number of points)
100,000
75,00050,00040,00030,00022,000[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Note 2: In the event that the trust period has been extended, this is the average acquisition stock
price of ITOCHU shares that were acquired by the Trust in accordance with the extensionof the trust period. (However, if no ITOCHU shares are acquired by the trust in accordancewith the extension of the trust period, then this is the closing stock price of ITOCHU shareson the market of Tokyo Stock Exchange on the first day of the extended trust period).
⚫

As the Previous Plan, ITOCHU has adopted a framework called “Board Incentive Plan Trust (BIP)”(“BIP Trust”). The BIP Trust is a stock incentive plan for executives, based on the performance shareand restricted stock plans in the United States. ITOCHU will conduct delivery of ITOCHU sharesacquired by the BIP Trust to Directors (delivery and payment of ITOCHU shares acquired by the BIP
Trust and an amount of money equivalent of the conversion value of said shares to Directors whose
tenure are not long enough, collectively “ITOCHU Shares, etc.”), together with dividends derived
from ITOCHU shares following retirement from office (or after death in the event of the death of a
Director, etc.; the same applies hereinafter), based on performance, etc. Please refer to Chart 3 foroverview of the BIP Trust.

⚫

Outline of the Previous Plan is as follows:(1) Persons Entitled to Receive Stock Remuneration: Directors, Executive Officers and Senior
Operating Officers of ITOCHU (excluding Outside Directors and those who are non-residents ofJapan, as of the date hereof, the numbers of the Directors applicable is 7, of the Executive Officers
not being Director is 12 and of the Senior Operating Officers is 3)(2) Maximum Amount of Money Contributed by the Company to the Trust: a total of ¥1.5 billion for 2
fiscal years (provided that for FYE 2023-2024, ¥5 billion that is the maximum amount for New
Plan)(3) Method for the Acquisition of Shares by the Trust: Scheduled to be acquired on the stock market(thus no dilution of shares is anticipated)(4) Upper Limit on the Number of Shares to be acquired by Directors, etc.: For the trust period, with anapplicable period of 2 fiscal years, the upper limit will be 1,300,000 points (an average of 650,000
points per year)(5) Performance Index under the Stock Remuneration Plan: Consolidated net profit attributable to theCompany (upon which the amount of total stock remuneration will be calculated. See above formore details)(6) Timing of Delivery of ITOCHU Shares, etc.: After retirement from Office(7) Voting Rights Concerning Shares in the Trust: Will not be exercised in order to ensure neutrality
toward management[New Plan]⚫ By resolution of the 2024 Shareholders’ Meeting, ITOCHU introduced the New Plan.
⚫ Under the New Plan, in June of ever year during the trust period, Directors who served as Directors
from July 1 of the previous year to the last day of June of the said year are granted points based on
performance in the fiscal year that ended on March 31 of said year and in accordance with the numberof months of service during that period.
⚫ The method of calculating the number of points granted to Directors (excluding Outside Directors) in
FYE 2025 is described below. One point corresponds to one share in ITOCHU, and amounts of lessthan one point are discarded.
Points = Base points assigned to each position (Note 1) x Calculation rate of points based on
performance (Note 2) x {(Number of months of service from July, the beginning month of theapplicable period of payment, to June of the following year (rounding up fractions of less than one
month)) / 12} (rounding down fractions)
Note 1: Base points assigned to each position as the Director are as per below:
Position base points
Chairman and Chief Executive Officer
31,900President and Chief Operating Officer
23,900- 45 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Executive Vice President
Senior Managing Executive Officer
Managing Executive Officer
Executive Officer

16,00012,8009,600
7,000

Notwithstanding the calculation stated above, the number of points granted to an individual Director
shall not exceed the maximum points for each position for FYE 2025 as set forth below:
Maximum number of points granted to an individual Director
Chairman and Chief Executive Officer
President and Chief Operating Officer
Executive Vice President
Senior Managing Executive Officer
Managing Executive Officer
Executive Officer(Number of points)
50,00037,50025,00020,00015,00011,000Note 2: Calculation rate of points based on performance is as set forth below:（The amount of consolidated net profit attributable to ITOCHU for FYE 2025 – ¥300.0 billion） /¥10.0 billion x 2%⚫

As the New Plan, ITOCHU has adopted the BIP Trust. The BIP Trust is a stock incentive plan for
executives, based on the performance share and restricted stock plans in the United States. ITOCHU
will conduct delivery of ITOCHU shares, etc. acquired by the BIP Trust to Directors, together withdividends derived from ITOCHU shares following retirement from office (or after death in the eventof the death of a Director, etc.; the same applies hereinafter), based on performance, etc. Please refer
to Chart 3 for overview of the BIP Trust.

⚫

Outline of the New Plan is as follows:(1) Persons Entitled to Receive Stock Remuneration: Directors, Executive Officers and Senior
Operating Officers of ITOCHU (excluding Outside Directors and those who are non-residents ofJapan, as of the date hereof, the numbers of the Directors applicable is 7, of the Executive Officers
not being Director is 28 and of the Senior Operating Officers is 4)(2) Maximum Amount of Money Contributed by the Company to the Trust: a total of ¥5 billion for 2
fiscal years(3) Method for the Acquisition of Shares by the Trust: Scheduled to be acquired on the stock market orfrom ITOCHU (in principle, the stock is acquired from the stock market)(4) Upper Limit on the Number of Shares to be acquired by Directors, etc.: For the trust period, with anapplicable period of 2 fiscal years, the upper limit will be 600,000 points (an average of 300,000
points per year)(5) Performance Index under the Stock Remuneration Plan: Consolidated net profit attributable to theCompany (upon which the amount of total stock remuneration will be calculated. See above formore details)(6) Timing of Delivery of ITOCHU Shares, etc.: After retirement from Office(7) Voting Rights Concerning Shares in the Trust: Will not be exercised in order to ensure neutrality
toward management[Support System for Outside Directors (Outside Audit & Supervisory Board Members)]
ITOCHU utilizes in its management as much as possible the oversight and supervision of Outside
Officers, who use perspectives of society and of ordinary shareholders. The goal is to maintain andincrease the effectiveness of the Board of Directors. To accomplish this goal, priority is placed onstrengthening communications and on sharing information with Outside Officers in order to minimize any- 46 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
differences in information known to internal Officers and Outside Officers. These initiatives are constantly
reexamined to make more improvements by using comments received from Directors during theevaluation of the Board of Directors’ effectiveness and other input.
■ Pre-briefing to Outside Officers, etc.
Outside Officers receive briefings before meetings of the Board of Directors. These briefings coveragenda items as well as the background of these items and their positioning relative to plans andstrategies for ITOCHU. Outside Officers also receive information about preliminary discussions ofagenda items by ITOCHU executives who conduct business operations. These activities enable theBoard of Directors to perform its duties with Outside Officers who have a sufficient understanding of
the overall picture of agenda items.
■ Various meetings and interviews, etc.
ITOCHU places importance on direct dialogues between Outside Officers and the executives and otherpersonnel of ITOCHU. Outside Officers have meetings on a regular basis with the Chairman and CEO,President & COO and with the full-time Audit & Supervisory Board Members, and there are regular
reporting activities by internal auditing units to Outside Officers. In addition, Outside Officers holdmeetings individually with the Division Company Presidents and the officer in charge of overseeing
head office functions. To give Outside Officers a better understanding of ITOCHU, executive sideholds information meetings. During FYE 2024, there were information meetings relating to ITOCHU’s
initiatives on sustainability and relating to ITOCHU’s business and governance for the newly appointed
Outside Officers. Moreover, during FYE 2024, ITOCHU held networking events between Outside
Officers and young employees who have been with ITOCHU about ten years, and throughcommunicating with the young employees, who are directly involved in day-to-day operations, Outside
Officers gained a deeper understanding of ITOCHU.
■ Promoting understanding of the ITOCHU Group such as with on-site visits
ITOCHU gives Outside Officers opportunities on a regular basis to visit ITOCHU Group companies,
companies receiving investments and other ITOCHU Group business units. During these on-site
visits, Outside Officers see products and services of companies, have discussions with managers andothers, including employees, and engage in other activities. These activities give Outside Officers abetter understanding of the business activities, products, services and other operations of the
ITOCHU Group, which span a broad spectrum of business sectors.
In FYE 2024, the Outside Directors traveled to Australia to inspect and visit ITOCHU’s investments
there, specifically, AquaSure seawater desalination business, and BHP Western Australian iron ore
mining business. AquaSure, a Public Private Partnership (PPP) project with the Victoria State
Government, is Australia’s largest seawater desalination business. The Outside Officers visited thechain of processes at the plant that are involved in the desalination process and received an
explanation from that company’s senior management team on how the initiative to construct andoperate the plant took into consideration the local community. When visiting the Western Australianiron ore mining business, joint venture with BHP and other companies, after visiting facilities within
BHP that remotely manage operations of mines and the port for making iron-ore shipments, theOutside Directors visited the mine and port sites where the actual activities of the remote operations
took place. The Outside Directors interacted with employees stationed overseas and local employees,
and deepened their understanding of the actual on-site business situation and sustainability initiatives,
which could not be understood just by reading office materials. In addition, ITOCHU created
opportunities to have interviews between Outside Officers and senior management of multiple groupcompanies of ITOCHU with active exchange of opinions were carried out concerning each company’sbusiness strategies and initiatives for expanding the business scope.

- 47 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE[Status of the Company executives who are the former representative Director and president andother positions]
Name and other information of the senior advisor/advisor and other positions who are the former
representative Director and president and other positions

Name

Uichiro Niwa
Eizo
Kobayashi
Yoshihisa
Suzuki

Position
Director
Emeritus(“Meiyo Riji”)
Director
Emeritus(“Meiyo Riji”)
Advisory
Member(“Riji”)

Assignment

Work Condition(full time or nonfull time,
remuneration etc.)

Retirement
Date

Term ofAssignment

None

Non-full time andno remuneration

June 16, 2010

Not fixed

None

Non-full time andno remuneration

June 24, 2016

Not fixed

None

Non-full time andno remuneration

March 31,2021

Not fixed

Number of the senior advisor/advisor and otherpositions who are the former representative Director
and president and other positions

3

Remarks
The Company, by the resolution of the Board of Directors on January 18, 2018, abolished the senioradvisor (“Sodanyaku”) and advisor (“Komon”) positions as of April 1, 2018 (excluding the advisor(s) tobe appointed who are not the executives of the Company). From the past, the Company has Advisory
Member (“Riji”) position in addition to the senior advisor (“Sodanyaku”) and advisor (“Komon”)
positions, and all of the executives of the Company will be appointed as Advisory Member (“Riji”) after
their retirement. While we keep the positions of Director Emeritus (“Meiyo Riji”), Senior Representative
for Business Community Relations ("Tokubetsu Riji”), Senior Vice Representative for BusinessCommunity Relations (“Senmu Riji”), Representative for Business Community Relations ("Jomu Riji”),
and Senior Operating Officer (“Joseki Shikkou Riji”), no Advisory Member (“Riji”) other than Senior
Operating Officer (“Joseki Shikkou Riji”) is involved in the management and decision making of theCompany at all (about Senior Operating Officer (“Joseki Shikkou Riji”),please refer to 2. Items Related toFunctions of Business Execution, Audits and Supervision, Nomination, and Decisions on Compensation,etc. (Overview of Current Corporate Governance System) of section II Overview of Business
Management Organization and Other Corporate Governance Systems Related to Managerial DecisionMaking, Business Execution, and Management Supervision). On the other hand, taking the external affairs
such as business community relations of the Company into consideration, we need the support of theformer executives of the Company, so we keep the positions of Senior Representative for BusinessCommunity Relations (“Tokubetsu Riji”), Senior Vice Representative for Business Community Relations(“Senmu Riji”) and Representative for Business Community Relations (“Jomu Riji”), which are assigned
the said business community relations with appropriate remuneration paid.
The summary of Advisory Member (“Riji”) positions (other than Senior Operating Officer (“Joseki
Shikkou Riji”)) is as follows:
Work
Position
Number Term
Remuneration Assignment
OthersCondition
Director
The former
Not
Emeritus
A few
Non-full time None
None
Chairman and
fixed(“Meiyo Riji”)
President only

- 48 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
SeniorRepresentative
for BusinessCommunity
Relations(“Tokubetsu
Riji”)
Senior Vice
Representative
for BusinessCommunity
Relations(“Semmu Riji”)
Representative
for BusinessCommunity
Relations(“Jomu Riji”)
Advisory
Member(“Riji”)

One

A few

Fixed

Fixed

Full time inprinciple

Full time inprinciple

To be paid

Externalaffairs suchas business
community
relations

To be paid

Externalaffairs suchas business
community
relations

-

-

A few

Fixed

Full time inprinciple

To be paid

Externalaffairs suchas business
community
relations

Not
fixed

Not
fixed

Non-full time

None

None

The former
Chairman andPresident only-

* Executives mean Directors (excluding non-executive Directors), officers and Audit & Supervisory
Board Members (excluding non-executive members).
** The term of Senior Representative for Business Community Relations (“Tokubetsu Riji”), Senior Vice
Representative for Business Community Relations (“Semmu Riji”) and Representative for BusinessCommunity Relations (“Jomu Riji”) is fixed at the time of the appointment.
2. Items Related to Functions of Business Execution, Audits and Supervision, Nomination, andDecisions on Compensation, etc. (Overview of Current Corporate Governance System)[Organizational Structure Regarding Business Execution and Board of Directors]
The Company is a company with the Board of Directors and Audit & Supervisory Board Member (theAudit & Supervisory Board).
⚫ As from April 1, 2018, the Chairman of the Company is the Chief Executive Officer, and thePresident of the Company is the Chief Operating Officer.
⚫ The Board of Directors, comprising 11 Directors including 4 Outside Directors, is chaired by the
Chief Executive Officer. The Board of Directors meets, in principle, at least once a month, and it
makes decisions on important matters in accordance with laws and regulations, the Articles ofIncorporation, the “Board of Directors Regulations,” and supervises the performance of the Directors.
Two of the Outside Directors are female, and the average term our internal Directors have been on
overseas assignments will be 5.4 years (as of June 21, 2024).
⚫ In FYE 2024 the Board of Directors held a total of 17 meetings, which were attended by all Directors
and all Audit & Supervisory Board Members. In addition, there was a proposal for a single board
resolution by paper circulation, and all directors expressed their consent, while all auditors did notraise any objections. Therefore, the board resolution was deemed to have been adopted.
⚫ In FYE 2024, a total of 75 agenda items were submitted to the Board of Directors (excluding the
aforementioned matters resolved by paper circulation). The main agenda items were as follows: Evaluation of the Board of Directors for FYE 2023 (April 19, 2023)
Report on the results of the evaluation of the Board of Directors for FYE2023 and the approval of
external disclosure materials.
 Executive compensation system (April 19, 2023)
Approval of performance-linked bonuses for Directors for FYE 2024 and the individual maximum
amount for such bonuses.
 Proposal for the short-term management plan for FYE 2024, Dividend proposal for FYE 2023,
Dividend policy for FYE 2024 (May 9, 2023)⚫

- 49 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Approval of the short-term management plan for FYE2024, Dividend proposal for FYE 2023,
Dividend policy for FYE 2024.
 99th Fiscal Year Consolidated and Non-Consolidated Financial Statements (May 9, 2023)
Report on the consolidated and non-consolidated financial statements for the financial year ended
March 2023, and the approval of external disclosure materials.
 Annual renewal of Directors and Officers Liability Insurance (May 9, 2023)
Approval of the Directors and Officers Liability Insurance for a year from July 1, 2023.
 Evaluation of the "Basic Policy Regarding Internal Control Systems" for FYE 2023 (May 9, 2023)
Report on the evaluation of the establishment and operational status of the internal control system
for FYE 2023 and the approval of external disclosure materials.
 Audit report by the Audit & Supervisory Board for the 99th fiscal year (May 17, 2023)
Report on audit report for the 99th fiscal year.
 Approval of Company Law-related documents for the 99th fiscal year (May 17, 2023)
Approval of the financial statements, business reports, and related documents for the 99th fiscal year Appointment of independent directors (May 17, 2023)
Approval to designate Outside Directors and Outside Audit & Supervisory Board Members as
independent officers as of the date of the general shareholders' meeting.
 Calling of the General Shareholders' Meeting (May 17, 2023)
Approval to convene the 99th General Shareholders' Meeting on June 23, 2023.
 Comprehensive Fundraising Plan for FYE 2024 (May 17, 2023)
Approval on the Comprehensive Fundraising Plan for FYE 2024.
 Submission of the 99th fiscal year Securities Report (June 13, 2023)
Approval on the submission of the 99th fiscal year Securities Report.
 Internal Control-related matters for FYE 2023 (June 13, 2023)
Approval of the internal control evaluation results for FYE 2023, as well as the submission of the99th Period Confirmation Statement and Internal Control Report.
 Submission of the Corporate Governance Report (June 13, 2023)
Approval of the annual revision to the Corporate Governance Report.
 Executive compensation system (June 13, 2023)
Approval to partially modify the calculation formula for performance-linked bonuses for executives.
 Execution of liability limitation agreements with Outside Officers (June 23, 2023)
Approval to enter into liability limitation agreements with all newly appointed Outside Officers.
 Execution of company indemnification agreements (June 23, 2023)
Approval to enter into indemnification agreements with newly appointed Directors and Audit &Supervisory Board Members.
 Audit Plan for FYE 2024 by Audit & Supervisory Board (July 20, 2023)
Report on the Audit Plan for FYE 2024.
 Repurchase of Own Shares (August 4, 2023)
Approval of the repurchase of own shares.
 Policy for the holdings of listed shares other than affiliates for FYE 2024 (September 5, 2023)
Report on the verification results of the rationale for holding the listed investments to Non-AffiliatedCompanies including Cross-Shareholdings.
 Recommendation of Women’s Advancement Committee (October 19, 2023)
Recommendation for the establishment of the new election rule of executive officers from female
employees.
 Review of the "Basic Policy on Internal Control Systems" for the first half of FYE 2024 (November
6, 2023)
Report on the evaluation of the establishment and operational status of the internal control system
for the first half of FYE 2024.
 Revision of the net profit forecast for FYE 2024 and additional shareholder return (November 6,2023)
Approval of the upward revision of the consolidated net profit forecast for FYE 2024 and share
repurchase.
 Revision of the Executive System (December 5, 2023)
Approval on the revision of the executive system such as the establishment of the tenure rule for
executive officers.
 Selling shares of shareholders with unknown whereabouts (December 5, 2023)- 50 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

⚫

⚫

⚫

⚫

⚫

⚫

Approval on the selling the shares of shareholders with unknown whereabouts.
 Organizational change for the first half of FYE 2025 (January 18, 2024)
Approval of the organization change as of April 1, 2024
 Officer appointments for FYE 2025 (January 18, 2024)
Approval of the officer appointments for FYE 2025.
 Initiatives related to sustainability (January 18, 2024)
Report on sustainability-related activities for FYE 2024.
 Progress report of the strengthening of non-financial areas (January 18, 2024)
Report of the initiatives for strengthening of non-financial areas.
 Establishment of the Group's financial borrowing limit for FYE 2025 (March 15, 2024)
Approval of the Group's financial borrowing limit for FYE 2025.
 Appointment of members to the Advisory Committees to the Board of Directors (March 15, 2024)
Approval of the appointment of members to the Advisory Committee to the Board of Directors after
the shareholders meeting held June 2024.
Each Director carries out functions and duties as designated by the Board of Directors in accordancewith laws and regulations, the Articles of Incorporation, resolutions by the Board of Directors, and theother internal regulations.
While to strengthen the supervisory function of the Board of Directors and enhance the transparencyof the decision-making process, we maintained the Governance and Remuneration Committee, theNomination Committee, and the Women's Advancement Committee as voluntary advisorycommittees under the Board of Directors., as of June 23, 2023, we reorganized the Governance andRemuneration Committee and the Nomination Committee into a new Governance, Nomination, andRemuneration Committee, with Outside Director as chairpersons and a majority of members as
Outside Directors. Combining these committees and their members will unify discussions fornominations and remuneration, which are connected in many ways, with governance, which provides
the overall framework for nominations and remuneration. This combination aims to facilitate morethorough discussions by committee members. Furthermore, we continue to maintain the Women's
Advancement Committee, as the chairperson is an Outside Director and at least a half of the members
are Outside Officers. Regarding the details of each committee's roles, composition, and activities,
please refer to “Advisory Committee(s) to the Board, Composition and Attribution of Chairperson” in
1. Items Related to Organizational Structure and Operations, etc. of section II Overview of Business
Management Organization and Other Corporate Governance Systems Related to Managerial
Decision-Making, Business Execution, and Management Supervision.
We request our Outside Officers to have no more than one concurrent position in the other publiccompanies, in principle. In addition, we request our Outside Officers to attend all board meetings inprinciple when we ask them to take the position.
The Executive Officer System has been adopted to strengthen the decision-making function andsupervisory function of the Board of Directors, and to streamline executive decision-making. Basedon the decisions made by the Board of Directors, the Executive Officers implement their designatedduties delegated by the Board of Directors and representative Directors. As of June 21, 2024, theCompany has 38 Executive Officers (some of whom concurrently serve as Directors), comprising 32
male Executive Officers and 6 female Executive Officers.
“Senior Operating Officer” was created as a new post. Tenure of Executive Officers (except for
Executive Officers with managing titles, Executive Officers of important posts including Presidents ofDivision Companies and Officers in charge of overseeing head office functions (collectively“Executive Officers with Important Roles”) or Executive Officers appointed by a special measureapplicable to women) is two years and those who will leave the office upon the end of the tenure will
be appointed as Senior Operating Officers if they will continue to owe the same task or be transferredto the other internal positions. Senior Operating Officers are senior to Executive Officers (except for
Executive Offices with Important Roles) and Executive Officers with Important Roles will be inprinciple appointed from Senior Operating Officers or those who had been Executive Officers andmoved out to group companies.
The HMC (Headquarters Management Committee) and various internal committees have been
established for the purpose of contributing to appropriate and flexible decision making on
management issues by the President and Chief Operating Officer and the Board of Directors. HMC is,in principle, chaired by the President, and in principle consists of the Chairman, the President, andExecutive Officers appointed by the President. The HMC is a supporting committee to the President- 51 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE⚫

and Chief Operating Officer where companywide management policy and important issues are
discussed.
Various internal committees carefully screen and discuss management issues in their respective fields.
Several of the internal committees including the Internal Control Committee work to support thedecision making by the President and Chief Operating Officer and the Board of Directors by
incorporating external opinions with measures such as designating outside key figures.
The roles of the main internal committees are as follows (as of June 21, 2021).
Internal Control Committee(Chairman: Chief Strategy
Officer (CSO))
Disclosure Committee(Chairman: CFO)
Asset Liability Management(ALM) Committee (Chairman:
CFO)
Compliance Committee(Chairman: CAO)
Sustainability Committee(Chairman: CAO)
Investment Consultative
Committee (Chairman: Chief
Transformation Officer (CXO))New Headquarters Project
Committee (Chairman: CAO)

Deliberates on issues related to the development of internal control
systems
Deliberates on issues related to business activity disclosure and on
issues related to the development and operation of internal control
systems in the area of financial reporting
Deliberates on issues related to risk management systems and balance
sheet management
Deliberates on issues related to compliance
Promotes sustainability on issues related to SDGs and ESG efforts(including environmental and social related issues; excluding
governance-related issues)
Deliberates on issues related to investment and financing
Deliberates on issues related to New Headquarters Project[Organizational Structure Regarding Audit & Supervisory Board]
The Audit & Supervisory Board is comprised of 2 full-time Audit & Supervisory Board Member and3 outside Audit & Supervisory Board Members. In addition, the Audit & Supervisory Board Members'
Office (5 members as of June 21, 2021), which directly reports to the Audit & Supervisory Board, isset with employees dedicated to the duties of the Audit & Supervisory Board Members.
⚫ Following the Ordinary General Meeting of Shareholders, the Audit & Supervisory Board determines
the audit policy, the allocation of audit work, and the audit plan for the period until the next Ordinary
General Meeting of Shareholders. Each Audit & Supervisory Board Member audits theappropriateness of the performance of the duties by Directors, Executive Officers and Senior
Operating Officers, etc. in accordance with the “Audit & Supervisory Board Regulations,” and“Auditors’ Auditing Standards.”⚫ Ms. Kumi Kobayashi, Audit & Supervisory Board Member, is qualified as a certified public
accountant in Japan, and has adequate knowledge and experience in the fields of finance, accounting
and internal control. Further Mr. Kentaro Uryu, Audit & Supervisory Board Member, is qualified as alawyer and has adequate knowledge and experience in the field of law and compliance.
⚫ The Audit & Supervisory Board holds monthly meetings with additional meetings as needed. A totalof 14 meetings were held during FYE 2024, and the average time required for each meeting wasapproximately one hour and thirty minutes. Throughout the year, the main resolutions and reports
were the following:
Resolutions -12 items:
 Reappointment of the independent accounting auditor
We evaluate the independent accounting auditors as the Audit & Supervisory Board by conducting
self-assessment, holding hearings on the audit activities from the Accounting Division and Internal
Audit Division, and verifying their competence and independence. Based on this evaluation, we
make resolutions on reappointment.
 Audit report of the Audit & Supervisory Board.
We review the audit report as the Audit & Supervisory Board, taking into account the audit reports
submitted by the full-time Audit & Supervisory Board Members and Outside Audit & Supervisory
Board Members, and make resolutions.
⚫

- 52 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE Audit result report to the Board of Directors
We review the audit report to be presented to the Board of Directors, following the resolutions of theaudit report of Audit & Supervisory Board, and make resolutions.
 Presenter of the oral audit report and respondent to questions at the General Meeting of Shareholders
We have resolved to designate the presenter of the oral audit report, the content of the report, and the
respondent to questions at the 99th General Meeting of Shareholders.
 Selection of the Chairman of the Audit & Supervisory Board.
We conducted the selection of the Chairman during the first Audit & Supervisory Board following
the aforementioned General Meeting of Shareholders.
 Selection of the full time Audit & Supervisory Board Members
Following the selection of the Chairman of the Audit & Supervisory Board, we proceeded to selectthe full-time Audit & Supervisory Board Members.
 Audit policy and audit plan formulation
In formulating the audit policy and audit plan, it is our basic policy for each Audit & Supervisory
Board Member to share the fundamental understanding that their role extends beyond ensuring thelegality and compliance of the Directors' duties as stipulated by laws and articles of incorporation.
They also contribute to the sustainable growth of the group and the enhancement of long-term
corporate value. As part of corporate governance that supports the realization of these objectives,
each Audit & Supervisory Board Member is committed to conducting the following monitoring
activities.
➢ The execution of duties by Directors, etc. and the performance of their subordinate
organizations are carried out in a legal and appropriate manner.
➢ The internal control system is properly established and operated.
➢ Decision-making is conducted in a fair manner.
➢ The appropriateness of the audit by the independent accounting auditor is ensured.
In conducting audits, we aim to enhance the effectiveness of the audits by fully understanding thenature of the business activities and management issues of the audited entities. To achieve this, we
strengthen communication and collaboration with the Internal Audit Division, Accounting Division,
independent accounting auditors, and other relevant departments within the Company, as well aswith the full-time Audit & Supervisory Board members of subsidiaries and affiliates. For listed
subsidiaries and affiliates, we prioritize maintaining independence while promoting information
sharing and collaboration. We have resolved to determine the key audit areas, allocation of audit
tasks, and audit implementation plan for the current period.
 Resolution on the budget for expenses related to audit by Audit & Supervisory Board
We have made a resolution to determine the budget for expenses related to audit activities for thecurrent fiscal year.
 Revision of the criteria for evaluating independent accounting auditors
In line with the 'Practical Guidelines for the Evaluation and Selection Criteria for Independent
Accounting Auditors' published by the Japan Audit and Supervisory Board Members Association in
November 2015, we established evaluation criteria in 2016. Taking into account the accumulated
practical experience since then, we have resolved to revise the criteria to make them clearer andmore concise.
 Revision of the policy for the dismissal or non-reelection of independent accounting auditors
Previously, we adopted the approach of dismissing or not reelecting independent accounting auditors
when it was recognized that proper audits could not be ensured based on Article 340, Paragraph 1 of
the Companies Act. However, in order to clarify that the Audit & Supervisory Board may dismiss or
not reelect independent accounting auditors even in other circumstances based on the 'Criteria for
Evaluating Independent Accounting Auditors' and other factors, we have resolved to revise thepolicy.
 Approval of audit fees for independent accounting auditors
Based on the previous fiscal year's performance and the current fiscal year's plan regarding financial
statements audit and internal control audit, we have confirmed that the fees are at a level that
ensures proper implementation of the audits and are not unreasonably high, and have made aresolution to approve them.
 Revision of the 'Audit Standards for Audit & Supervisory Board'
Following the establishment of the position of Senior Operating Officer at the Board of Directors on
December 5, 2023, we have resolved to make the necessary revisions.

- 53 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Reports – 34 items:
 Audit policy by the independent accounting auditor
Explanation of the audit policy by the independent accounting auditor for their reappointment
 Summary of non-consolidated and consolidated financial statements
Reporting the overview of the financial statements for each quarter Confirmation of distributable amount for year-end dividends
Reporting the results of confirming the distributable amount for the payment of year-end dividends.
 Confirmation of the performance of Directors and the Division Company Presidents
Conducting individual interviews with all Directors and the Division Company Presidents,
excluding Outside Directors, at the end of the fiscal year to confirm their performance and reporting
the receipt of confirmation letters from all of them stating no violations of duties in theirperformance.
 Contents of the internal control committee
Explaining the content and summary of discussions in the internal control committee by the fulltime Audit & Supervisory Board Members and reporting that there were no significant defects ordeficiencies found as the result of the annual evaluation.
 Evaluation of the independent accounting auditor
Deliberating the evaluation of the independent accounting auditor for their reappointment by the
Audit & Supervisory Board.
 Audit plan and activities by the Internal Audit Division
Explanation of the audit plan (at the beginning of the fiscal year) and activities (during the fiscal
year) by the Internal Audit Division.
 Status and conclusions of year-end audits and quarterly reviews by the independent accounting
auditorRegular reporting of the progress and conclusions of the quarterly reviews and year-end audits
conducted by the independent accounting auditor for the financial statements audit and internal
control audit.
 Submission of audit reports from each Audit & Supervisory Board Member
Sharing the contents of audit reports submitted by each Audit & Supervisory Board member for the
resolution of the Audit & Supervisory Board.
 Status of investment projects to be noted in audits:
Explanation and sharing of the characteristics and current status of the following significant business
investment projects:➢ CITIC investment status and impairment test
➢ Overview and current status of CPP (C.P. Pokphand) investment➢ Transition and situation of investment in FamilyMart➢ Dole business IR activities status
Reporting the activities of Investor Relations (IR) by the CFO
 Status of efforts to enhance cybersecurity measures
Explanation of the initiatives to enhance cybersecurity measures for the entire group by the IT &Digital Strategy Division.

⚫

⚫

⚫

In accordance with the allocation of audit work, each Audit & Supervisory Board Member (i) attends
meetings of the Board of Directors and other important meetings to hear from Directors etc. about thestatus of the execution of their duties, (ii) views important documents approved by management, etc.,(iii) investigates the operations and assets at Headquarters and other key offices, and (iv) requests
subsidiaries to report on their businesses as required. By utilizing such set methods, Audit &Supervisory Board Members strictly audit the execution of duties of Directors and Executive Officers.
Regarding attendance at important meetings, including the Board of Directors, Executive Officers'
meetings, various internal committees, HMC, DMC (Division Management Committee), etc., the Audit& Supervisory Board Members attended a total of 283 meetings in FYE 2024 and expressed thenecessary opinions.
Regarding the hearing of the execution status from directors, employees, etc., the Audit & Supervisory- 54 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE⚫

⚫

Board Members regularly engage in dialogue with Chairman & CEO, President & COO, Officer incharge of overseeing head office functions, Division Company Presidents, COO of the Division,
Division Company CFO, General Manager of Planning & Administration Department of Division
Company, General Manager of Headquarters Administrative Division, etc., and in FYE 2024, the Audit& Supervisory Board Members have conducted a total of 128 dialogues to confirm the execution status
and exchange opinions.
From the perspective of the Group's consolidated management, Audit & Supervisory Board Members
act in cooperation with our Group companies. On-site inspections of subsidiaries to hear about thebusiness situation from their Directors and their Audit & Supervisory Board Members are held in atimely manner, and the Audit & Supervisory Board holds a liaison council composed of full-time Audit& Supervisory Board Members of major group companies. In the FYE 2024, Audit & Supervisory
Board Members visited a total of 64 subsidiaries, including overseas local subsidiaries, and conductedinterviews with the Directors and Audit & Supervisory Board Members of these subsidiaries. Any major
information of import, obtained by these full-time Audit & Supervisory Board Members in theirauditing activities, is shared with Outside Audit & Supervisory Board Members in a timely manner.
Outside Audit & Supervisory Board Members confirm and review the execution status of duties of the
Directors by attending the Board of Directors and Executive Officers’ Meeting and express theiropinions from a neutral standpoint at the Board of Directors and the Audit & Supervisory Board basedon and utilizing their special knowledge and background.

[Organizational Structure Regarding Internal Audit]⚫ The Internal Audit Division is responsible for internal audits under the direct control of the President& COO. We aim to enhance the quality of our audits by operating with a diverse workforce, including
approximately one-third of our team consisting of female employees (as of June 21, 2024,
approximately 50 employees). We also regularly recruit new graduates and accept talent frombusiness and administrative departments. Additionally, we engage in personnel exchanges with ourconsolidated companies and overseas offices, striving to strengthen the auditing capabilities of theentire ITOCHU Group.
⚫ Internal Audit Division aims to verify and evaluate the overall business activities of ITOCHU andconsolidated subsidiaries from the perspective of assessing and improving the effectiveness of risk
management, control, and governance within the ITOCHU Group. By providing improvement
recommendations, we contribute to the achievement of management objectives. In doing so, we focus
on key areas such as i) formulation and achievement of strategies, ii) effectiveness and efficiency ofoperations, iii) reliability of financial reporting, and iv) compliance with laws and regulations.
⚫ The audit results are directly reported to the Chairman CEO as well as the President & COO, both ofwhom are Representative Directors. Additionally, they are directly reported to the Executive Officers'
meetings where Directors and Audit & Supervisory Board Members are present, thereby establishinga dual reporting line to ensure the effectiveness of internal auditing. We thoroughly follow up on the
improvement status of identified issues and recommendations after the audit.
⚫ The internal control audit section established within the Audit Division independently evaluates thedevelopment and operation of internal control systems concerning financial reporting.
[Organizational Structure Regarding Accounting Audit]⚫ Regarding accounting audits, ITOCHU entered into an audit contract with Deloitte Touche Tohmatsu
LLC, which has conducted the English financial statement audit, the Companies Act audit, and the
Financial Instruments and Exchange Act audit. ITOCHU appropriately exchanges opinions on
accounting and internal control considerations, etc. with the independent external auditors, in responseto the report setting forth the results of the financial statement audits and internal control audits
conducted by the auditor as an independent third party, and has received advice such as matters for
improvement.
In addition, we provide sufficient information and data contributing to create an environment where
quick and accurate audits can be conducted.
⚫ The continuous audit period by Deloitte Touche Tohmatsu LLC is 56 years (FYE 1969 to FYE 2024).
⚫ The independent external auditors who executed the audit are Mr. Masayuki Nakagawa, Mr. Hiroyuki
Yamada, Mr. Susumu Nakamura, and Mr. Daisuke Yabuuchi and the number of years of continuous
audit of each auditor is within the statutory period. As of June 21, 2024, there were 47 certified public
accountants and 76 assistants involved in audit work.

- 55 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE⚫

⚫

When the independent external auditor falls under any of Article 340, Paragraph 1 of the Companies
Act, the Audit & Supervisory Board dismisses the independent external auditor by unanimous consent
of the Audit & Supervisory Board. In this case, one of the Audit & Supervisory Board Members selected
will report the dismissal of the independent external auditor and the reason thereof at the first General
Meeting of Shareholders convened after the dismissal.
Audit & Supervisory Board determines the content of proposals to be submitted to the general meetingof shareholders regarding the dismissal or non-reelection of the independent accounting auditor and theappointment of a new independent accounting auditor, based on comprehensive consideration of theevaluation results and other relevant factors determined by the Audit & Supervisory Board, including
quality control of the independent accounting auditor and independence from ITOCHU.
In accordance with the “Independent External Auditor’s Evaluation Criteria” dated September 2023
formulated by the Audit & Supervisory Board, the Company evaluates the independent external auditor
each period. Based on the evaluation criteria, and according to the explanation from the independent
external auditor for the audit plan, audit system, and status of execution of duties, the Audit &Supervisory Board conducts evaluations on whether the independent external auditor holds an
independent position and conducts appropriate audits.
As a result, the Audit & Supervisory Board has judged that the independent external auditor fulfilled its
function by exerting expertise and maintaining diverse and close communication while maintaining
independence as an independent external auditor, and resolved that it would be reappointed.
In addition, regarding the reappointment resolution, the Audit & Supervisory Board has received an
explanation from the independent external auditor regarding the introduction of the advanced audit tool
using the digital innovation, establishment of the global team that has the broad knowledge andexperiences in the area of the ITOCHU Group businesses, the active productive advice in addition to
the necessary report in the accounting and internal control, the successful succession plan in view of
the need for advanced accounting points and the ability to respond to audit points due to thediversification and complexity of our business, for the purpose of further improving audit quality.
Furthermore, we have established and implemented the necessary framework to comply with thesystematization of pre-approval for non-assurance services based on the International Ethics Standards
Board for Accountants (IESBA) Code of Ethics.

The amount of remuneration for independent external auditors are determined by the CFO after
carefully examining the validity of the audit plan, audit duration, and scope of work proposed by the
independent external auditors. The decision is made with the approval of the Audit & Supervisory
Board. The Audit & Supervisory Board had agreed on the amount of remuneration for independent
external auditors pursuant to Article 399, Paragraph 1 of the Companies Act, based on the result ofcertain verifications that the Audit & Supervisory Board confirms—the contents of the audit plan of
the independent external auditor, the status of performance of duties in the previous business year, theaudit quality expected by the independent external auditor, the number of audit days required, and thecomparisons for the amount of remuneration to the independent external auditors with the previous
business year, the third party independence and the basis for calculation of remuneration estimates.
⚫ The results of audits by the Audit & Supervisory Board Members, Audit Department and independent
external auditors are reported to the Board of Directors, HMC, internal committees, etc. in a timely
and appropriate manner, and are fully taken into account in decision making and used to improve
management.
[Outline of Limitation of Liability Contracts]
Pursuant to Article 427, Paragraph 1, of the Companies Act, ITOCHU has entered into limitation of
liability contracts with respect to liability as set forth in Article 423, Paragraph 1, of the Companies Act
with Outside Directors and outside Audit & Supervisory Board Members. Under these contracts, their
liabilities are limited to the lowest amount of liability pursuant to Article 425, Paragraph 1, of theCompanies Act if and so long as they have acted in good faith and without gross negligence inperforming their duties.
⚫

[Outline of Directors and Officers Liability Insurance Policy]
ITOCHU has entered into a directors and officers liability insurance policy as provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. The policy covers the losses, suchas damages payable and litigation costs in damage suits, incurred by all of ITOCHU’s directors andAudit & Supervisory Board Members, etc. who are the insureds. However, the scope of compensation- 56 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
does not cover the damages and litigation costs of a director or officer involved in an intentional illegal
act or criminal act such as bribery, to ensure that the appropriateness of the performance of director or
officer duties is not lost. The full amount of the insurance premiums is borne by ITOCHU.
[Outline of the Indemnity Contract with Directors and Audit & Supervisory Board members]
ITOCHU has entered into the indemnity contracts with all of Directors and Audit & Supervisory Board
Members in accordance with Paragraph 1 of Section 430-2 of the Companies Act, pursuant to which
ITOCHU indemnifies the costs under the sub-paragraph 1, paragraph 1 of Section 430-2 of theCompanies Act and the losses under the sub-paragraph 2, paragraph 1 of Section 430-2 of theCompanies Act, incurred by them within the limit under the law. ITOCHU will not indemnify such costs
or losses incurred by them in relation to their acts performed with the knowledge of illegality or toprovide undue profit for third parties or to cause damages to ITOCHU.
3. Reason for Adopting the Current System
The Company, as a company with Audit & Supervisory Board Members, endeavors to strengthen themonitoring/supervising function and ensure the transparency of decision making by having the Audit &Supervisory Board Members (including outside Audit & Supervisory Board Members) fully monitor
corporate management. In addition to its corporate governance system primarily based on themonitoring of corporate management by Audit & Supervisory Board Members, the Company appointed
Outside Directors to comprise a percentage of one-third or more of the total number of Directors since
FYE 2018, and will also maintain this percentage of Outside Directors in FYE 2024 and onwards. And,
the Company has already appointed independent Outside Directors and established, as voluntary
advisory committees to the Board, the Governance, Nomination and Remuneration Committee, which ischaired by Outside Directors and which comprise a majority of Outside Directors, and Women’s
Advancement Committee which is chaired by an Outside Director, with at least half of its members
comprised of Outside Officers, for the purpose of further increasing the effectiveness of the supervisionof management by the Board of Directors and strengthening and improving the transparency of decision
making. In the process of appointing the Outside Officers, the Company focuses securing independencyof the Outside Officers, and in addition to the independence criteria established by the Tokyo Stock
Exchange ITOCHU has adopted its own independence criteria.
The Company believes that its current corporate governance system—which is based on independent
Outside Directors comprising one-third or more of the Board of Directors, the said voluntary advisorycommittees to the Board and the Audit & Supervisory Board, majority of whom are outside Audit &Supervisory Board Members—accords with ITOCHU’s “Basic Policy” stated in section I-1 above in thisreport.

- 57 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCEIII Status of Implementation of Measures Related to Shareholders and Other Stakeholders
1. Measures to Revitalize the General Meeting of Shareholders and Facilitate of Exercise of Voting
RightsSupplementary Information
Prompt Delivery of
Convocation Notice ofGeneral Meeting of
Shareholders
Setting Date of General
Meeting of Shareholders
to Avoid Being Held on
the Same Day as Many
Other Companies
Exercise of Voting
Rights byElectromagnetic Means
Participation in Platform
for Exercise of Voting
Rights byElectromagnetic Meansand Other Measures toEnhance Environmentfor Exercise of Voting
Rights by Institutional
Investors
Providing Convocation
Notice (Summary) in
EnglishOther

Sent approximately three weeks before the General Meeting of Shareholders.

Held on a day other than the day on which the largest number of companies held
their meetings.

In order to promote the exercise of voting rights by individual shareholders, theexercise of voting rights by electronic means has been available since theOrdinary General Meeting of Shareholders held in June 2005. In June 2019,
ITOCHU introduced the use of QR codes to exercise voting rights via
smartphones.
The “Voting Rights Electronic Exercise Platform” operated by ICJ Co., Ltd., hasbeen used since the Ordinary General Meeting of Shareholders held in June
2008.

An English version of the entire convocation notice, including Business Report,
has been prepared and posted on the Company’s Web site and on TDnet of theTokyo Stock Exchange since the Ordinary General Meeting of Shareholders heldin June 2010.
In order to improve convenience for shareholders and ensure sufficient time forconsidering proposals, ITOCHU has posted its Notice of the Ordinary General
Meeting of Shareholders on its website and on TDnet of the Tokyo Stock
Exchange before posting the notice to shareholders. In addition, ITOCHU
provides live stream of the General Meeting of Shareholders for shareholders
and keep videos available on its website for certain period of time.

2. Investor Relations Activities
Explanation byRepresentative
Adoption of Disclosure
PolicyHolding Regular
Meetings for Individual
Investors
Holding Regular
Meetings for Analysts
and Institutional
Investors

-

No

Yes

Supplementary Information
ITOCHU’s disclosure policy is included in our Basic IR
Policy. Please refer to the following URL:
https://www.itochu.co.jp/en/ir/policy/
Meetings are held for several times online and at securities
companies etc.
(FYE 2024 results) Held 3 meetings for individual investors.
Meetings are held every quarter, as either presentations or
online conferences.
(FYE 2024 results) Held 4 investor briefings / online analyst
conferences, site tours, collaborative projects briefing andannual report briefing, etc.
- 58 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
Holding Regular
Meetings for Foreign
Investors

Yes

Posting Investor
Relations Materials on
the Company Web Site—

Establishment of
Investor Relations
Department—

Meetings are held for Investors in Europe, North America,Hong Kong and Singapore etc.
(FYE 2024 results) In addition to individual meetings, held 5overseas IR roadshows and attend 6 conferences sponsoredby securities companies.
Financial statements, presentation materials of investors
meetings (including Q&A summary), materials used in
briefings on each segment, materials for timely disclosure,annual securities reports (yuka shoken hokokusho), quarterly
securities reports (shihanki hokokusho), the status ofcorporate governance, convocation notices for General
Meetings of Shareholders, and annual report are posted on
the Company web site.
Investor Relations Division was established under the CFO
as a department specializing in investor relations.

3. Measures that Consider the Interests of Stakeholders
Supplementary Information
Provisions Made inConsideration of
Stakeholders’ Interests(Internal Regulations,etc.)

Promotion ofEnvironmental
Protection,
Corporate Social
Responsibility (CSR),
and Other Activities

ITOCHU Group adopts the spirit of “Sampo-yoshi” (good for the seller, good forthe buyer, and good for society) as our corporate mission. This spirit originatesfrom the message of our founder Chubei Itoh I, the merchant based in the former
Ohmi Province of Japan (present-day Shiga Prefecture). We sincerely wish tocontribute to solving social issues by not purely seeking to maximize our profits
but also considering and responding to the expectations and trust of all of oursurrounding stakeholders, including our customers, our shareholders and our
employees. “Sampo-yoshi” is the business spirit by which we aim to bring a
positive effect into the world and to contribute to realizing sustainable society
for all. Furthermore, we adopt “I am One with Infinite Missions” as ourguideline of conduct. These words mean that each individual employee should
consider his or her business conduct on his or her own initiative in order tocomplete our infinite missions aim for better business operations which are goodfor the seller, good for the buyer, and good for society as well as for a better
future.
In pursuit of our corporate mission, we have established the Code of EthicalConduct to be put into practice by our company officers and employees.
Furthermore, in promoting sustainability, we refer to international guidelines andprinciples such as the Ten Principles of the United Nations Global Compact andSustainable Development Goals (SDGs).
< Environmental Conservation and Social Contribution Activities>
We integrated our conventional environmental management structure into a
structure to promote sustainability. We have built and are maintaining andoperating an efficient environmental management system in accordance with theISO14001 standards. We strive to prevent environmental and social risks caused
by our business activities.
ITOCHU’s efforts on environmental conservation and social contribution
activities are featured on its corporate website. Please refer to URLs listed below.
ITOCHU conducts various environmental conservation initiatives in collaboration
with local governments, NGOs, and educational institutions.
https://www.itochu.co.jp/en/csr/social/conservation/index.html
Viewing issues from a global perspective, we always remain aware of the role toplay as a good corporate citizen, see that our activities are at harmony with both
local communities and the international community, and contribute to the rise of- 59 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
societies offering a higher quality of life. In order to realize this, we have identified
three areas of focus in The ITOCHU Group Basic Activity Guidelines and Social
Contribution and are advancing social contribution activities in partnership withGroup companies.
https://www.itochu.co.jp/en/csr/social/index.html
Establishment of Policy
Concerning Disclosureof Information to
Stakeholders
Other

The Basic IR Policy states that ITOCHU will provide timely and appropriate
disclosure.

- 60 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
IV

Items Related to the Internal Control System

1. A Basic Policy and Development and Operation Status Related to Internal Control System
The Company has established the following internal control systems, which are necessary to ensure that
Executive Officers’ implementation of duties is in compliance with laws and statutory regulations and the
Articles of Incorporation and ensure the appropriateness of other operations. Below is a summary of the
Basic Policy and implementation status regarding the Internal Control System as of June 21, 2024, which
the Board of Directors approved on April 19, 2006 (and partially revised as of May 8, 2024).
1. System to Ensure Compliance by Directors and Employees to Laws, Regulations and the Articles
of Incorporation
1) Corporate Governance(1) As the decision-making body, the Board of Directors, consisting of Directors and Outside Directors,
is to decide important matters in accordance with laws and regulations, the Articles of Incorporation, the“Board of Directors Regulations,” and other internal regulations, and as the supervisory body, the Boardof Directors is to supervise the performance of the Directors.
(2) Each Director is to carry out such Director’s functions and duties as designated by the Board of
Directors in accordance with laws and regulations, the Articles of Incorporation, resolutions by the Boardof Directors, and internal regulations.
(3) ITOCHU is to adopt the Executive Officer System to strengthen the decision-making function andsupervisory function of the Board of Directors, and to streamline executive decision-making. Based on
the approval of the Board of Directors, Executive Officers implement their designated duties based ondelegation from the Board of Directors and representative Directors.
(4) The Audit & Supervisory Board Members are to oversee the performance of the Directors based on
the “Audit & Supervisory Board Regulations” and “Auditors’ Auditing Standards.”
2) Compliance(1) Directors and other executives and employees are to conduct themselves in accordance with the
ITOCHU Group Corporate Mission and the ITOCHU Group Guideline of Conduct.
(2) ITOCHU is to designate a representative Director as the chief officer responsible for supervisingcompliance and also establish the Compliance Committee and a department that oversees all compliancematters. In addition, the “ITOCHU Group Compliance Program” is to be created to further enhance ourcompliance system.
3) Internal Control to Ensure Reliability of Financial Reporting(1) ITOCHU is to have in place internal regulations concerning commercial transactions management
and accounting, and is to create the position of CFO to ensure the reliability of financial reporting.
(2) ITOCHU is to establish the Disclosure Committee and regularly review and improve the development
and implementation status of the internal control systems to ensure the reliability of financial reporting.
4) Internal Audits
ITOCHU is to establish the Audit Division under the direct control of the President and Chief Operating
Officer. The Audit Division is to regularly implement internal audits of all aspects of business operations
based on the “Audit Regulations.” Such internal audits are to examine compliance with laws andregulations, the Articles of Incorporation, and internal regulations, as well as, among other matters, theappropriateness of the procedures and nature of the exercise of duties and responsibilities.

- 61 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
2. System for the Storage and Preservation of Information Related to Director Duties
The Directors are to appropriately store and preserve important documents and related materials
concerning the performance of their duties, including the minutes of the General Meeting of
Shareholders, in accordance with the “Information Management Regulations,” the “Document
Management Rules” and other internal regulations. All documents and information so stored andpreserved are to be subject to inspection by the Directors and Audit & Supervisory Board Members at
any time. Further, the Company will establish departments responsible for the timely disclosure ofimportant corporate information and other information. At the same time, Directors will rapidly andcomprehensively gather information that requires disclosure and implement timely and appropriate
disclosure in compliance with laws and statutory regulations.
3. Regulations Concerning the Management of the Risk of Loss and Other Relevant Risk
Management System
To adequately address the various risks associated with our business operations, such as market risk,
credit risk, country risk, investment risk, and environmental/social risk, ITOCHU is to establish internal
committees and responsible departments, and is to develop the necessary risk management system andrisk management techniques, for example establishing a full range of management regulations,investment criteria, risk limits and transaction limits, and developing reporting and monitoring systems,
and managing companywide as well as matter-specific risks . Furthermore, ITOCHU is to regularly
review the effectiveness of the risk management system.
4. System to Ensure Efficient Performance of Directors
1) The HMC and Other Internal Committees
The HMC as a supporting body to the President and Chief Operating Officer, and a number of otherinternal committees, are to facilitate the proper and agile decision-making by the President and Chief
Operating Officer and the Board of Directors.
2) Division Company System
Under the Division Company System, the position of Division Company president is to be created at each
Company, and each Company is to manage its business autonomously in accordance with laws andregulations, the Articles of Incorporation, and internal regulations. Furthermore, each Company is toestablish its own numerical targets, and regularly evaluate its performance by comparing against such
numerical targets.
3) Clearly Define the Scope of Authority and Responsibilities
In order to ensure the appropriateness and efficiency of the performance of the management, ITOCHU isto develop internal regulations to clearly define the scope of authority and responsibilities of eachcorporate officer and divisional manager.
5. System to Ensure the Adequacy of Operations of the ITOCHU Group (Consisting of ITOCHU
and Its Subsidiaries)
1) Subsidiary Management and Reporting System(1) ITOCHU is to establish a department that oversees all the subsidiaries. Furthermore, relevant
departments within ITOCHU are to exercise jurisdiction over their responsible subsidiaries, and provide
managerial guidance to such subsidiaries in accordance with the internal regulations concerning
consolidated company management. In principle, ITOCHU is to send Directors and Audit & Supervisory
Board Members to each subsidiary to ensure the adequacy of the subsidiary’s operations.

- 62 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE(2) With respect to subsidiaries that ITOCHU owns indirectly through its directly owned subsidiaries,
ITOCHU is to strive to ensure the adequacy of operations by such indirectly owned subsidiaries inaccordance with this Basic Policy by way of, in principle, causing directly owned subsidiaries to provide
managerial guidance to indirectly owned subsidiaries.
(3) With respect to important matters on the management of subsidiaries, ITOCHU is to, in principle,
agree and specify with each subsidiary what matters will require the prior approval of or reporting to
ITOCHU, as appropriate, taking into account, among others, each subsidiary’s nature and size of business
and whether it is listed or unlisted.
2) Rules and Other Systems to Manage the Risk of Loss at Subsidiaries
ITOCHU is to identify the subsidiaries which shall be subject to ITOCHU’s Group-wide risk
management in respect of each risk category, taking into account, among others, each subsidiary’s natureand size of business and whether it is listed or unlisted. In addition, ITOCHU is to periodically review theeffectiveness of such Group-wide management system.
3) System to Ensure the Efficient Performance of Duties by Directors, etc. of Subsidiaries
ITOCHU is to formulate a management plan on a consolidated basis and undertake managerial guidanceof subsidiaries in order to attain the said management plan as well as to provide support to subsidiaries
such as provision of group financing from ITOCHU.
4) System to Ensure Compliance by Directors, etc. and Employees of Subsidiaries to Laws, Regulations
and the Articles of Incorporation(1) In principle, ITOCHU is to send Directors and Audit & Supervisory Board Members to eachsubsidiary and strive to ensure that the performance of duties of Directors, etc. and employees of a
subsidiary complies with laws and regulations and the Articles of Incorporation of such subsidiarythrough supervision and audit of the performance of duties at the subsidiary by the said Directors andAudit & Supervisory Board Members sent from ITOCHU.
(2) ITOCHU is to provide guidance to its subsidiaries for the purpose of implementing a compliancesystem under the “ITOCHU Group Compliance Program” and to perform periodic monitoring and reviewof the implementation status of the relevant matters as well as providing education and training at
subsidiaries whenever necessary for the purpose of securing compliance by the entire ITOCHU Group.
(3) All of the operations and activities of the subsidiaries are to be subject to internal audits by the Audit
Division.
6. Matters Concerning Supporting Personnel to Audit & Supervisory Board Members,
Independence of Such Personnel from the Directors and Ensuring the Effectiveness of Instructions
to Such Personnel
ITOCHU is to establish the Audit & Supervisory Board Members’ Office under the direct jurisdiction of
the Audit & Supervisory Board and is to put in place full-time employees with the sole responsibility of
supporting the work of the Audit & Supervisory Board Members. The supervisory authority over such
employees is to belong exclusively to the Audit & Supervisory Board Members, and evaluation of such
employees is to be carried out by the Audit & Supervisory Board Member designated by the Audit &Supervisory Board. Any transfer orders or disciplinary actions relating to such employees are to requireprior approval by such Audit & Supervisory Board Member.
7. System for Reporting by Directors and Employees to Audit & Supervisory Board Members
1) Attendance at Important Meetings
The Audit & Supervisory Board Members are to attend meetings of the Board of Directors, the HMC- 63 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
meetings, and other important meetings, and interview the Directors and other relevant persons regarding
the performance of their duties. In addition, the Audit & Supervisory Board Members are to have theright to inspect all relevant materials.
2) Reporting System(1) The Directors and corporate officers are to regularly report to the Audit & Supervisory Board
Members about their performance. Furthermore, in addition to the matters required by laws andregulations, the Directors and corporate officers are to report all the decisions that could have a major
impact on the finance or business of ITOCHU to the Audit & Supervisory Board Members immediately
after such decisions are made.
(2) Employees are to have the right to report directly to the Audit & Supervisory Board Members any
matters that could cause serious damage to ITOCHU.
(3) In the “ITOCHU Group Compliance Program,” ITOCHU is to explicitly prohibit disadvantageous
treatment of Directors and employees who have reported to the Audit & Supervisory Board Members andto ensure thorough familiarization with this prohibition.
8. System for Reporting by Directors, Audit & Supervisory Board Members and Employees of
Subsidiaries or by a Person who Received a Report from Them to Audit & Supervisory Board
Members
1) Reporting System(1) The Directors and Audit & Supervisory Board Members of subsidiaries may report directly to the
Audit & Supervisory Board Members of ITOCHU any matters that could cause serious damage to thesaid subsidiary.
(2) A department that oversees compliance is to periodically report to the Audit & Supervisory Board
Members of ITOCHU a summary of matters that could cause serious damage to a subsidiary that werereported by the officers and employees of the said subsidiary.
(3) In the “ITOCHU Group Compliance Program,” ITOCHU is to explicitly prohibit disadvantageous
treatment of persons who have reported to the Audit & Supervisory Board Members under the provisions
listed above and to ensure full familiarization with this prohibition.
9. Matters Concerning Policy on Procedures for Prepayment or Refund of Expenses Arising in
Relation to Performance of Duties of Audit & Supervisory Board Members and Processing of
Expenses or Obligations Arising in Relation to the Performance of Other Duties
When an Audit & Supervisory Board Member claims prepayment, etc. from ITOCHU in relation to theperformance of duties under Article 388 of the Companies Act, ITOCHU is to process the relevant
expense or claim promptly upon confirmation by the responsible department.
10. Other Relevant Systems to Ensure the Proper Functioning of Audits
1) Coordination with the Audit & Supervisory Board Members by the Audit Division
The Audit Division is to maintain close communication and coordination with the Audit & Supervisory
Board Members with respect to matters such as formulation of the internal audit plan for each business
year, and internal audit results.
2) Retaining Outside Experts
When deemed necessary, the Audit & Supervisory Board Members are to independently retain outside
experts for the implementation of an audit.

- 64 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

For the proper operation of internal control systems, ITOCHU has adopted a system by which it further
segments items stipulated by the Basic Policy into more detailed confirmatory items in respect of eachfiscal year, and, after setting the department in charge of each of these confirmatory items, conducts
checks of the construction and the operational status of internal control systems by each department (andby other related internal committees) at the Internal Control Committee meetings held each half year. The
Internal Control Committee (FYE 2025), chaired by the CSO and with the Corporate Planning &Administration Division as secretariat, consists of the CAO, the CFO, General Manager of Internal Audit
Division, and an external expert (attorney) as members. Audit & Supervisory Board Members also attend
and voice opinions every time.
At its meetings, the Internal Control Committee verifies the content of checklists summarizing
achievement status, issues, etc. for each of the above confirmatory items, as submitted by the departmentsin charge of each. It also confirms the construction and operational status of internal control systems byverifying the content of individual reports from the departments in charge, with respect to importantmatters such as systems to ensure the reliability of financial reporting, compliance systems, systems to
manage the risk of losses, and the construction and operational status of internal control systems in the
ITOCHU Group.
The results of deliberations by the Internal Control Committee are reported once per year to the HMC
and the Board of Directors, the latter of which conducts a full-year evaluation of the construction andoperational status of internal control systems.
Regarding the meetings of main internal committees related to internal control in FYE 2024, the Internal
Control Committee met 2 times, the Compliance Committee 2 times, and the ALM Committee 14 times.
ITOCHU’s internal control systems are constructed throughout the base of the ITOCHU Group,
consisting of ITOCHU and its subsidiaries, and the operational status of the Group base internal control
systems, and the construction and operational status of internal control systems in subsidiaries, arereported regularly to the Internal Control Committee.
ITOCHU intends to revise and improve these internal control systems tirelessly in order to build systems
that are even more appropriate and efficient. Further, a meeting of the Board of Directors convened on
May 8, 2024, evaluated the development and implementation status of each item enumerated in the Basic
Policy regarding the Internal Control System for the FYE 2024 and confirmed that there were no
significant deficiencies or defects.
2. Basic Policy and Efforts to Against Antisocial Forces
ITOCHU has set out basic policy to cut off any relationship and business with anti-social forces and groups
that threaten the order and safety of civic society. To realize this policy, we are regularly promoting
enlightenment education and improving internal systems such as thorough confirmation that our businesscounterparts are not anti-social forces and groups.

- 65 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
V

Others1. Adoption of Takeover Defense Measures
Adoption of Takeover Defense Measures—

Supplementary Information
N.A.
2. Other Items Related to Corporate Governance System, etc.
Please refer to Chart 4 for ITOCHU’s Corporate Governance and Overview of Internal Control System.
[Overview of System for Timely Disclosure]
1. Internal Organizational Structure
The Company has established internal rules for the handling of disclosure and assigned primary
responsibility for operations related to the timely disclosure to the Investor Relations Division, in
consultation with the Corporate Planning & Administration Division and the Corporate Communications
Division. In each Division Company, the Company also assigns persons in charge of corporate
communication and investor relations, and endeavors to conduct timely disclosure by closely
communicating with such persons in charge. Please refer to Chart 5 for Overview of System for Timely
Disclosure.
The Investor Relations Division, promptly after the public announcement of our annual financial results,
notifies each Division Company and headquarters administrative department of the criteria and otherdetails related to our and our subsidiaries’ qualitative and quantitative information which are required fortimely disclosure pursuant to the relevant regulations of Tokyo Stock Exchange, and holds explanatory
sessions, regularly and if required, for relevant departments in our company in order to strictly follow theregulations of Tokyo Stock exchange, thereby promoting the awareness of such timely disclosure rules.
2. Decision of timely disclosure
Our decision for timely disclosure is as follows.
(1) The person in charge of each Division Company, of each domestic or overseas subsidiary and of eachadministrative division at headquarters, must report without delay to the general manager of theInvestor Relations Division any decisions, events, or financial information related to the divisions anddomestic or overseas subsidiaries for which they are responsible as requested or as may be requested
for disclosure based on the regulations of the Tokyo Stock Exchange.
(2) When the general manager of the Investor Relations Division receives a report as per preceding,he/she considers and determines (i) whether the information requires disclosure, and (ii) if disclosure
is required, the details and method thereof, and upon the examination and receipt of opinions from the
Corporate Planning & Administrative Division and the Corporate Communications Division, he/sherequests the approval of the CFO about the disclosure.
(3) After receiving approval as per the preceding, the general manager of the Investor Relations Division
without delay files the disclosure with the Tokyo Stock Exchange.

- 66 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE[Chart 1] Sustainability Governance Promotion Framework (As of June 21, 2024)- 67 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE[Chart 2] (1) Skills Matrix
Name

MasahiroOkafuji

Keita Ishii

Fumihiko
Kobayashi
Tsuyoshi
Hachimura
Hiroyuki
TsubaiKenji Seto
HiroyukiNaka
Masatoshi
KawanaMakikoNakamori
Kunio
Ishizuka
Akiko
Ito
Makoto
Kyoda
Yoshiko
MatobaKentaro Uryu
Tsutomu
FujitaKumi
Kobayashi

Role

GenderChairman &Chief
Executive
Officer
Representative
Director
President &Chief
Operating
Officer
Representative
Director
Representative
Director
Representative
Director
Representative
Director
Representative
Director
Representative
Director
OutsideDirector
OutsideDirector
OutsideDirector
OutsideDirector
Full-time Audit& Supervisory
Board Member
Full-time Audit& Supervisory
Board Member
Outside Audit& Supervisory
Board Member
Outside Audit& Supervisory
Board Member
Outside Audit& Supervisory
Board Member

Male

Principal Specialized Area of Experience / Areas in Which Officers are Expected toMake a Particular Contribution
All Aspects of
GlobalMarketing
SelfSDGs & ESG
Management/ Sales
Transformation /
DX
○
○
○
◎
◎

Male

◎

○

○

○

Male

○

○

○

◎

Male

○

◎

○

○

○

Male

○

◎

◎

○

○

Male

◎

◎

○

○

○

Male

○

○

○

◎

○

Male

●

◎

●

Female
Male

●
●

●

Female●Male●

Female

●

Male
Male

●

●

●

Female●●- 68 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE

Name

MasahiroOkafuji
Keita Ishii
Fumihiko
Kobayashi

Tsuyoshi
Hachimura
Hiroyuki
TsubaiKenji Seto

HiroyukiNaka

Masatoshi
KawanaMakikoNakamori
Kunio
Ishizuka
Akiko
Ito
Makoto
Kyoda
Yoshiko
MatobaKentaroUryu
Tsutomu
FujitaKumi
Kobayashi◼Chair Member ＊Observer
Principal Specialized Area of Experience / Areas in Which Governance, Women’s
Main Role, Career History,
Officers Are Expected to Make a Particular Contribution Nomination AdvanceQualifications, etc.
andment
Health &Finance,
HumanInternal
Medical Care Accounting
Resources
Control & Remuneratio Committeen Committee& RiskStrategy
LegalManagement
Affairs /Compliance

○
○
○
○
President, Textile Company;
President & CEO,
ITOCHU Corporation

○
○
○
○
CEO for Indochina Bloc
President, Energy & Chemicals
Company, ITOCHU Corporation


○
○
○
General Manager of Human◎
Resources & General Affairs
Division;
Chief Administrative Officer,
ITOCHU Corporation○○
General Manager of Finance◎
Division;
Chief Financial Officer, ITOCHU
Corporation○○○
CEO for Africa Bloc; CEO for Europe
Bloc;
President, Machinery Company,
ITOCHU Corporation○○○
President, Metals & Minerals
Company
Chief Strategy Officer,
ITOCHU Corporation○○
General Manager of Corporate◎
Planning & Administration Division,
Chief Digital & Information Officer,
Chief Strategy Officer,
Chief Transformation Officer
ITOCHU CorporationVice-president of Tokyo Women’s●
Medical University Hospital;
Doctor of Medicine
◼
Certified Public Accountant in Japan
●
●

●

●

◼

●



●

●


●

●

●



●
●

*

●



President and CEO/Chairman, Isetan
Mitsukoshi Holdings Ltd.
Commissioner, Consumer Affairs
Agency
CFO, Food Company,
ITOCHU Corporation
General Manager of Research &Public Relations Division, General
Manager of Human Resources &General Affairs Division
ITOCHU Corporation
Managing Partner, URYU & ITOGA;
Attorney-At-Law in Japan
Vice Chairman and a board member,
Citigroup Global Markets Japan Inc.
Certified Public Accountant in Japan;
Certified Public Tax Accountant in
Japan

Note 1: Knowledge and experience held by internal Directors are indicated with 〇, and of these, the areasin which they are expected to make a particular contribution are indicated with ◎. Areas in which
full-time Audit & Supervisory Board Members, Outside Directors and outside Audit & Supervisory
Board Members are expected to contribute in particular are indicated with ● as the above list shows.
Note 2: Women’s Advancement Committee is comprised of the members mentioned above and General
Manager of the Human Resources & General Affairs Division.
- 69 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE[Chart 2] (2) Reasons for Selections of Principal Specialized Area of Experience / Areas in which Officers
are Expected to Make a Particular Contribution
Area
All Aspects ofManagement

GlobalMarketing / Sales

Self-Transformation /DX

SDGs & ESG

Health & Medical Care

Finance, Accounting &Risk Management

Human Resource
StrategyInternal Control &Legal Affairs /ComplianceReasons for Selection
ITOCHU is a general trading company that operates in diverse business sectors.
The oversight of business operations requires knowledge of this area in order toparticipate in discussions about business plans and strategies that can enhance
corporate value based on the spirit of “Sampo-yoshi.”
Knowledge of this area based on understanding different cultures and geopolitics isrequired because ITOCHU operates on a global scale as a general trading
company.
Knowledge of these areas is required because promotion of “Earn” measures is a
key element of ITOCHU’s operations, which depend on leveraging sales
capabilities as a “Merchant,” from a market-oriented perspective.
ITOCHU realizes sustained growth by drawing on comprehensive strengths as a
general trading company accompanied by self-transformation in a flexible mannerthat reflects changes in the external environment. ITOCHU does not make DX
itself a target. Instead, by self-transformation, ITOCHU steadily builds up
individual projects that are expected to swiftly contribute to profit namely thosethat optimize supply chains, etc. while leveraging existing business foundations.
Knowledge of these areas is required for taking these actions.
ITOCHU aims for sustained growth with a commitment to capitalism with greater
emphasis on serving all stakeholders, which is “Sampo-yoshi capitalism.”
ITOCHU sets to solve the seven identified material issues through business
operations, including addressing climate change, to contribute to accomplishing
the Sustainable Development Goals (SDGs). Consequently, knowledge of theseareas is required.
People is the most valued management resource of ITOCHU. Developing
capability and enhancing the health is essential for maintaining a powerful
workforce that can fulfill our Guideline of Conduct: “I am One with Infinite
Missions.” Consequently, knowledge of these areas is required.
Sustained growth requires strong financial foundation, accurate financial reports,
and the analysis of risks when examining M&A and other projects. A quantitative
framework of administrative divisions which support business divisions is alsoessential. Consequently, knowledge of these areas is required for constantly
implementing the “Earn, Cut, Prevent” principles.
ITOCHU clearly identifies human resources as a key component of management
strategy. Knowledge of this area is required in order to effectively implement
various initiatives, such as work-style reforms to enhance corporate value.
ITOCHU maintains an appropriate structure for the monitoring and audit ofmanagement in order to ensure appropriate and efficient execution of operation.
Knowledge of these areas is required in order to make constant improvements tothis structure and implement “prevent” measures.

- 70 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE[Chart 3] Overview of the BIP Trust[Previous Plan](i)(vii) Transfer without
consideration andcancellation ofresidual shares(viii) Provision ofresidual assets

Resolution of Board Meeting[Settlor]
ITOCHU(iv) Dividends(iii) ITOCHU
sharesStock Market(iii) Payment of
the price(vi) Granting ofPoints based on
Share Delivery(ii) Setting trust
Rules(vi) Delivery of
ITOCHU[Trustee (Co-Trustee)]shares andprovision ofmoney
Mitsubishi UFJ Trust andBanking Corporation
The Master Trust Bank ofJapan, Ltd.

[Beneficiary]
Directors, etc.

(v) Instruction not to exercise
voting rights
Trust Caretaker

(i)
(ii)

(iii)

(iv)
(v)
(vi)

(vii)

(viii)

ITOCHU has resolved to continue the Previous Plan at the Board Meeting and keeps the Share
Delivery Rules.
ITOCHU entrust money to the trust within the range approved by resolution of Shareholders
Meeting (such approval was granted at the 2016 Shareholders’ Meeting) and extend the period of
the trust, of which Directors, etc. that satisfy the requirements for eligible beneficiaries are
beneficiaries (“Trust”).
The Trustee (of the Trust) will purchase ITOCHU shares from the stock market using the money
entrusted in (ii) in accordance with the instructions of the trust caretaker. The number of shares tobe acquired by the Trust will be within the range approved by resolution of Shareholders Meetingat the 2016 Shareholders’ Meeting (provided that for FYE 2023-2024, ¥5 billion that is the
maximum amount for New Plan).
Payment of dividends for ITOCHU shares in the Trust will be made in the same manner as done
for other ITOCHU shares.
Voting rights for ITOCHU shares in the Trust will not be exercised throughout the trust period.
During the trust period, a certain number of points will be granted to Directors, etc. based on
performance and other factors during each fiscal year. A Director, etc. who fulfills certain
requirements for beneficiaries will, after retirement from office, receive the delivery of ITOCHU
shares corresponding to the number of points accumulated (provided that a Director whose tenure
is not long enough will receive the delivery of ITOCHU shares corresponding to a certain ratio of
the number of points accumulated, and money equivalent to a number of ITOCHU sharescorresponding to the residual number of points, converted into cash within the Trust in accordancewith the provisions of the trust contract). In addition, a Director will receive money for dividends
paid on ITOCHU shares in the Trust, corresponding to the number of points as of the record date.
In the event that there are residual shares at the time of expiry of the Trust due to the nonattainment of performance targets during each fiscal year during the trust period or other reasons,
ITOCHU will either continue use of the Trust as a new stock remuneration plan by amendment to
the trust contract and placement of additional trust, or transfer the residual shares without
consideration from the Trust to ITOCHU and cancel the shares by resolution of the Board of
Directors.
Residual assets after distribution are made to beneficiaries at the time of termination of the Trust
will belong to ITOCHU within the range of the reserve for trust expenses derived by deducting thefunds for purchasing shares from the funds of the Trust. With regard to any portion in excess of- 71 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE
the reserve for trust expenses, ITOCHU plans to donate this to groups having no interest in
ITOCHU or its Directors, etc.
[New Plan](i)(iii) Setting trust(iv) Payment of
the price(iv) ITOCHU
sharesStock Market(iv) Payment of
the price(iv) ITOCHU
shares[Settlor]
ITOCHU(v) Dividends(viii) Transfer without
consideration andcancellation ofresidual shares(ix) Provision ofresidual assets

Resolution of Shareholder’s Meeting[Trustee (Co-Trustee)]
Mitsubishi UFJ Trust andBanking Corporation
The Master Trust Bank ofJapan, Ltd.

(ii) Establishment of
Share Delivery
Rules(vii) Delivery of
ITOCHU sharesand provision ofmoney[Beneficiary]
Directors, etc.

(vi) Instruction not to exercise
voting rights
Trust Caretaker

(i)
(ii)

(iii)

(iv)

(v)
(vi)
(vii)

(viii)

ITOCHU has resolved to establish the New Plan at the 2024 Shareholders’ Meeting.
In regard to the introduction of the New Plan, ITOCHU’s Board of Directors will adopt Share
Delivery Rules regarding the remuneration of Directors, Executive Officers and Senior Operating
Officers.
ITOCHU will set a trust to which it makes additional contributions of money within the range
approved by 2024 Shareholders’ Meeting as in (i) and of which Directors, etc. who satisfy therequirements for eligible beneficiaries are beneficiaries.
The Trustee (of the Trust) will purchase ITOCHU shares from the stock market or from ITOCHU
using the money entrusted in (iii) in accordance with the instructions of the trust caretaker (inprinciple, such purchases shall be conducted from the stock market). The number of shares to beacquired by the Trust will be within the range approved by resolution of 2024 Shareholders’Meeting.
Payment of dividends for ITOCHU shares in the Trust will be made in the same manner as done
for other ITOCHU shares.
Voting rights for ITOCHU shares in the Trust will not be exercised throughout the trust period.
During the trust period, a certain number of points will be granted to Directors, etc. based on
performance and other factors during each fiscal year. A Director, etc. who fulfills certain
requirements for beneficiaries will, after retirement from office, receive the delivery of ITOCHU
shares corresponding to the number of points accumulated (provided that a Director whose tenure
is not long enough will receive the delivery of ITOCHU shares corresponding to a certain ratio of
the number of points accumulated, and money equivalent to a number of ITOCHU sharescorresponding to the residual number of points, converted into cash within the Trust in accordancewith the provisions of the trust contract). In addition, a Director will receive money for dividends
paid on ITOCHU shares in the Trust, corresponding to the number of points as of the record date.
In the event that there are residual shares at the time of expiry of the Trust due to the nonattainment of performance targets during each fiscal year during the trust period or other reasons,
ITOCHU will either continue use of the Trust as a new stock remuneration plan by amendment to
the trust contract and placement of additional trust, or transfer the residual shares without
consideration from the Trust to ITOCHU and cancel the shares by resolution of the Board of
Directors.

- 72 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE(ix)

Residual assets after distribution are made to beneficiaries at the time of termination of the Trust
will belong to ITOCHU within the range of the reserve for trust expenses derived by deducting thefunds for purchasing shares from the funds of the Trust. With regard to any portion in excess of
the reserve for trust expenses, ITOCHU plans to donate this to groups having no interest in
ITOCHU or its Directors, etc.

[Chart 4] ITOCHU’s Corporate Governance and Overview of Internal Control System(As of June 21, 2024)*1 CEO=Chief Executive Officer
COO=Chief Operating Officer
CSO=Chief Strategy Officer
CAO=Chief Administrative Officer
CFO=Chief Financial Officer
CXO=Chief Transformation Officer
HMC＝Headquarters Management Committee
ALM＝Asset Liability Management*2 The chief officer for compliance is the CAO. Also, each Division Company has a Division Company
president.
*3 Internal control systems and mechanisms have been implemented at every level of ITOCHU.
Only the main internal control organization and committees are described herein.

- 73 -

[Translation for Reference and Convenience Purposes Only]

ITOCHU Corporation
CORPORATE GOVERNANCE[Chart 5] Overview of System for Timely Disclosure- 74 -