Marubeni’s Corporate Governance Code Initiatives (Revised on June 11, 2021)
Marubeni’s Corporate Governance Code initiatives as they correspond to the relevant General Principles,
Principles, and Supplementary Principles of Japan’s Corporate Governance Code are as given below.
Section 1: Securing the Rights and Equal Treatment of Shareholders

General Principle 1
Companies should take appropriate measures to fully secure shareholder rights and develop an
environment in which shareholders can exercise their rights appropriately and effectively.
In addition, companies should secure effective equal treatment of shareholders.
Given their particular sensitivities, adequate consideration should be given to the issues andconcerns of minority shareholders and foreign shareholders for the effective exercise of shareholder
rights and effective equal treatment of shareholders.
The Corporation promptly discloses information in order to secure the effective equal treatment of allshareholders and to contribute to the securing of shareholder rights and the appropriate exercise of rights,
and endeavors to develop an environment for exercising their rights. For details, please refer to therespective principles and supplementary principles in Principles 1.1 through 1.7.
Principle 1.1 Securing the Rights of Shareholders
Companies should take appropriate measures to fully secure shareholder rights, including voting
rights at the general shareholder meeting.
The Corporation provides information necessary to fully secure shareholder rights including the smooth
exercise of voting rights through prompt and timely disclosure of information using its website, etc. For
details of the development of an environment for the exercise of voting rights, please refer toSupplementary Principles 1.2.4.
Supplementary Principles 1.1.1
When the board recognizes that a considerable number of votes have been cast against a proposalby the company and the proposal was approved, it should analyze the reasons behind opposing votes
and why many shareholders opposed, and should consider the need for shareholder dialogue and othermeasures.
The Corporation analyzes the reasons and considers the need for a response when a considerable numberof votes have been cast against a proposal by the Corporation, with the aim of grasping the intentions ofshareholders at General Meetings of Shareholders and reflecting such intentions in its management andin dialogue with shareholders.

Supplementary Principles 1.1.2
When proposing to shareholders that certain powers of the general shareholder meeting be delegatedto the board, companies should consider whether the board is adequately constituted to fulfill its
corporate governance roles and responsibilities. If a company determines that the board is indeed
adequately constituted, then it should recognize that such delegation may be desirable from theperspectives of agile decision-making and expertise in business judgment.

1

The Corporation delegates certain matters requiring resolution of General Meeting of Shareholders to
the Board of Directors, including the acquisition of treasury shares and dividends of surplus, based on a
resolution of the General Meeting of Shareholders and the provisions in the Corporation’s Articles ofIncorporation. The Corporation has passed a resolution at meetings of the Board of Directors on the Basic
Internal Control Policy regarding a system for ensuring that the execution of duties by Directors conforms
to laws and regulations and the Articles of Incorporation. The Corporation has appointed 5 Independent
Outside Directors, and has developed a system in which corporate governance functions adequately.
Dividends of surplus are determined by the Board of Directors in May, and the Corporation gives
consideration to the agile payment of dividends prior to the General Meeting of Shareholders and topromptly providing dividends to shareholders.
Supplementary Principles 1.1.3
Given the importance of shareholder rights, companies should ensure that the exercise of shareholder
rights is not impeded. In particular, adequate consideration should be given to the special rights that arerecognized for minority shareholders with respect to companies and their officers, including the rightto seek an injunction against illegal activities or the right to file a shareholder lawsuit, since the exerciseof these rights tend to be prone to issues and concerns.
The Corporation gives adequate consideration to rights granted to shareholders, including the
preparation of manuals for administrative procedures so that the Corporation can respond appropriately
and seamlessly to requests from shareholders to inspect or copy statutory held documents, and the
Corporation has developed a system to ensure that shareholders are not impeded from exercising suchrights.
Principle 1.2 Exercise of Shareholder Rights at General Shareholder Meetings
Companies should recognize that general shareholder meetings are an opportunity for constructive
dialogue with shareholders, and should therefore take appropriate measures to ensure the exercise ofshareholder rights at such meetings.
The Corporation recognizes that General Meetings of Shareholders are an opportunity for constructive
dialogue with shareholders, and makes efforts to develop an appropriate environment for exercising suchrights, giving adequate consideration to the shareholders’ perspective. For details, please refer toSupplementary Principles 1.2.1 through 1.2.5.
Supplementary Principles 1.2.1
Companies should provide accurate information to shareholders as necessary in order to facilitate
appropriate decision-making at general shareholder meetings.
The Corporation appropriately discloses information in reference materials for General Meetings ofShareholders, timely disclosures, and news releases on its website. Important matters are discussed in the
Disclosure Committee before disclosure. For disclosures of English translations, please refer toSupplementary Principles 1.2.4.
Supplementary Principles 1.2.2
While ensuring the accuracy of content, companies should strive to send convening notices forgeneral shareholder meetings early enough to give shareholders sufficient time to consider the agenda.
During the period between the board approval of convening the general shareholder meeting andsending the convening notice, information included in the convening notice should be disclosed byelectronic means such as through TDnet*1 or on the company’s website.

2

The Corporation sends convocation notice approximately 1 week prior to the statutory deadlines(approximately 3 weeks prior to the date of a General Meeting of Shareholders) and discloses such noticeon its website and on the Tokyo Stock Exchange website approximately ten days prior to sending thenotice.
*1 TDnet: The Tokyo Stock Exchange operates a real-time internet service (Timely Disclosure network)
which distributes the information provided by listed companies on a timely basis in accordance with its
listing rules.
Supplementary Principles 1.2.3
The determination of the date of the general shareholder meeting and any associated dates should bemade in consideration of facilitating sufficient constructive dialogue with shareholders and ensuring theaccuracy of information necessary for such dialogue.
The Corporation convenes a General Meeting of Shareholders avoiding the peak day on which many
companies hold shareholders meeting. Furthermore, the Corporation gives adequate consideration to thecapacity of the venue so that the Corporation can accommodate a large number of shareholders.
Supplementary Principles 1.2.4
Bearing in mind the number of institutional and foreign shareholders, companies should take steps
for the creation of an infrastructure allowing electronic voting, including the use of the Electronic Voting
Platform, and the provision of English translations of the convening notices of general shareholder
meeting. In particular, companies listed on the Prime Market should make the Electronic Voting
Platform available, at least to institutional investors.
The Corporation uses an electronic voting platform, translates convocation notice into English, andpublishes such notice on its website. In addition, the Corporation has also developed an environment thatallows voting rights to be exercised by a variety of means, including exercising voting rights by attending
a General Meeting of Shareholders, in writing or via the Internet.

Supplementary Principles 1.2.5
In order to prepare for cases where institutional investors who hold shares in street name express aninterest in advance of the general shareholder meeting in attending the general shareholder meeting or
exercising voting rights, companies should work with the trust bank (shintaku ginko) and/or custodial
institutions to consider such possibility.
Shareholders with voting rights recorded in the list of shareholders on the record date are shareholders
entitled to exercise voting rights, and at present, the Corporation does not allow beneficial shareholders
to attend General Meetings of Shareholders as there is no way to confirm their authenticity. However, theCorporation is in consultation with trust banks, etc. that it approves attendance and exercising of voting
rights by beneficial shareholders, if the Corporation receives a request to attend a General Meeting of
Shareholders in advance of a meeting, and if the Corporation is able to confirm that the party making therequest is making it based on proper grounds as a beneficial shareholder.
Principle 1.3 Basic Strategy for Capital Policy
Because capital policy may have a significant effect on shareholder returns, companies should
explain their basic strategy with respect to their capital policy.
The Corporation announces its quantitative targets including its Net D/E ratio and ROE and its dividend
policy in Mid-Term Management Strategy “GC2024,” following a resolution of the Board of Directors.

3

Principle 1.4 Cross-Shareholdings
When companies hold shares of other listed companies as cross-shareholdings*2, they should
disclose their policy with respect to doing so, including their policies regarding the reduction of crossshareholdings. In addition, the board should annually assess whether or not to hold each individualcross-shareholding, specifically examining whether the purpose is appropriate and whether the benefits
and risks from each holding cover the company’s cost of capital. The results of this assessment should
be disclosed.
Companies should establish and disclose specific standards with respect to the voting rights as totheir cross-shareholdings, and vote in accordance with the standards.
Policy on the Holding and Reduction of Cross-Shareholdings (Listed General Investment Shares*3)
The Corporation conducts diversified business activities in a wide range of fields through its networks
both in Japan and abroad and believes that cooperative partnerships with various companies areindispensable. The Corporation reviews the significance of the individual cross-shareholdings every year
based on a comprehensive examination of quantitative aspects (ratio of investment gains and losses to theacquisition cost compared and evaluated against the Corporation's weighted average cost of capital) andqualitative aspects (maintenance and strengthening of relationships with investee companies by retaining
cross-shareholdings), which is then investigated by the Board of Directors. If the significance of the crossshareholding is not established as a result of the review, the Corporation, in principle, sells the shares, andreports on such sale to the Board of Directors.
In FY2023, the Corporation’s shareholdings other than non-listed shares decreased by 5 issues, resulting
in the number of issues held as of the end of March 2024 totaling 47 (170,958 million yen in sum totalreported in the balance sheet)*4. For details, please refer to the shareholding status information in the
Corporation’s annual securities report for FY2023 (Japanese language only).
Standard on Exercising Voting Rights for Cross-Shareholdings (Listed General Investment Shares)
The Corporation makes comprehensive judgements based on, for example, the investee company’s midto long-term corporate value improvements when exercising voting rights of listed shares held as crossshareholdings.
*2 Cross-shareholding: There are cases where listed companies hold the shares of other listed companies
for reasons other than pure investment purposes, for example, to strengthen business relationships. Crossshareholdings here include not only mutual shareholdings but also unilateral ones.
*3 General investment shares refer to investment shares held for a purpose other than net investment.
*4 These numbers do not include investment equities issued by investment corporations.

Supplementary Principle 1.4.1
When cross-shareholders (i.e., shareholders who hold a company’s shares for the purpose of crossshareholding) indicate their intention to sell their shares, companies should not hinder the sale of thecross-held shares by, for instance, implying a possible reduction of business transactions.
The Corporation does not hinder the sale of shares by implying that it will reduce existing business
transactions when a cross-shareholder indicates their intention to sell their shares.

4

Supplementary Principle 1.4.2
Companies should not engage in transactions with cross-shareholders which may harm the interestsof the companies or the common interests of their shareholders by, for instance, continuing thetransactions without carefully examining the underlying economic rationale.
The Corporation does not engage in transactions with cross-shareholders which may harm its interestsor the common interests of the corporation’s shareholders such as continuing transactions without
carefully examining the underlying economic rationale.

Principle 1.5 Anti-Takeover Measures
Anti-takeover measures must not have any objective associated with entrenchment of the management
or the board. With respect to the adoption or implementation of anti-takeover measures, the board andkansayaku3 should carefully examine their necessity and rationale in light of their fiduciary responsibility
to shareholders, ensure appropriate procedures, and provide sufficient explanation to shareholders.
The Corporation has no plans to introduce anti-takeover measures.

Supplementary Principle 1.5.1
In case of a tender offer, companies should clearly explain the position of the board, including any
counteroffers, and should not take measures that would frustrate shareholder rights to sell their shares in
response to the tender offer.
If a tender offer is made for the Corporation’s shares, the Corporation will promptly disclose theposition of the Board of Directors to shareholders. The Corporation does not take measures tounreasonably prevent shareholders from responding to the tender offer that contribute to maximizing thecorporate value of the Corporation and common interests of shareholders.
Principle 1.6 Capital Policy that May Harm Shareholder Interests
With respect to a company's capital policy that results in the change of control or in significant
dilution, including share offerings and management buyouts, the board and kansayaku*5 should, in order
not to unfairly harm the existing shareholders’ interests, carefully examine the necessity and rationale
from the perspective of their fiduciary responsibility to shareholders, should ensure appropriate
procedures, and provide sufficient explanation to shareholders.
If the Corporation engages in a capital policy that results in the change of control or significant dilution(including share offerings and management buyouts), the Corporation promptly discloses the necessity
and rationale, provides sufficient explanations to shareholders as necessary, and ensures that appropriate
procedures are taken.
*5 Kansayaku: A Company with Kansayaku Board is a system unique to Japan in which certain
governance functions are assumed by the board, kansayaku and the kansayaku board. Under this system,
kansayaku audit the performance of duties by directors and the management and have investigation powerby law.

5

Principle 1.7 Related Party Transactions
When a company engages in transactions with its directors or major shareholders (i.e., related party
transactions), in order to ensure that such transactions do not harm the interests of the company or thecommon interests of its shareholders and prevent any concerns with respect to such harm, the board
should establish appropriate procedures beforehand in proportion to the importance and characteristicsof the transaction. In addition to their use by the board in approving and monitoring such transactions,these procedures should be disclosed.
The Corporation receives prior approval from the Board of Directors for competing transactions by a
Director, self-dealing transactions and conflict-of-interest transactions between the Corporation and a
Director, and the Corporation informs the Board of Directors if the said transaction is implemented. The
Corporation’s policy is to implement transactions with a major shareholder (a shareholder who holds 10%
or more shares in the Corporation) following a resolution of the Board of Directors, having excluded
Directors with an interest in the transaction from the resolution and deliberations.

6Section 2: Appropriate Cooperation with Stakeholders Other Than Shareholders
General Principle 2
Companies should fully recognize that their sustainable growth and the creation of mid- to long-term
corporate value are brought about as a result of the provision of resources and contributions made by arange of stakeholders, including employees, customers, business partners, creditors and local
communities. As such, companies should endeavor to appropriately cooperate with these stakeholders.
The board and the management should exercise their leadership in establishing a corporate culture
where the rights and positions of stakeholders are respected and sound business ethics are ensured.
The Corporation recognizes the importance of cooperating with all stakeholders, including shareholders,for the Corporation’s sustainable growth and improvements in mid- to long-term corporate value. The
Board of Directors and management are working to appropriately cooperate with all stakeholders basedon the Corporation’s Management Philosophy. The Corporation is also taking enterprising and proactive
measures to address sustainability issues. For its Management Philosophy and initiatives in the area ofsustainability, please refer to Supplementary Principle 2.3.1.
Principle 2.1 Business Principles as the Foundation of Corporate Value Creation Over the Midto Long-Term
Guided by their position concerning social responsibility, companies should undertake theirbusinesses in order to create value for all stakeholders while increasing corporate value over the midto long-term. To this end, companies should draft and maintain business principles that will become thebasis for such activities.
The Corporation discloses its Management Philosophy in annual securities reports, corporate
governance reports, integrated reports, and on its website, etc.
“In accordance with the spirit grounded in ‘Fairness, Innovation, and Harmony,’ the Marubeni Groupis proudly committed to social and economic development and safeguarding the global environment byconducting fair and upright corporate activities.”
Principle 2.2 Code of Conduct
Companies should draft and implement a code of conduct for employees in order to express theirvalues with respect to appropriate cooperation with and serving the interests of stakeholders andcarrying out sound and ethical business activities. The board should be responsible for drafting andrevising the code of conduct, and should ensure its compliance broadly across the organization,
including the front line of domestic and global operations.
The Corporation informs all its stakeholders and discloses the Company Creed, Management
Philosophy and the Marubeni Corporate Principles (which consist of 6 items set as basic rules of conduct
for employees) in annual securities reports, corporate governance reports, integrated reports, and on the
Corporation’s website, etc.
Supplementary Principle 2.2.1
The board should review regularly (or where appropriate) whether or not the code of conduct is being
widely implemented. The review should focus on the substantive assessment of whether the company’s
corporate culture truly embraces the intent and spirit of the code of conduct, and not solely on the formof implementation and compliance.

7

The Corporation obtains an oath from all executives and employees each year regarding adherence to the
Marubeni Corporate Principles and Compliance Manual. The status of compliance activities is reported ina timely manner by the Chief Compliance Officer to the Board of Directors and reviewed by the Board of
Directors.
Principle 2.3 Sustainability Issues, Including Social and Environmental Matters
Companies should take appropriate measures to address sustainability issues, including social andenvironmental matters.
The Corporation takes appropriate measures to address sustainability issues, including social andenvironmental matters. For details of initiatives in the area of sustainability, please refer to Supplementary
Principle 2.3.1.
Supplementary Principle 2.3.1
The board should recognize that dealing with sustainability issues, such as taking care of climatechange and other global environmental issues, respect of human rights, fair and appropriate treatmentof the workforce including caring for their health and working environment, fair and reasonabletransactions with suppliers, and crisis management for natural disasters, are important management
issues that can lead to earning opportunities as well as risk mitigation, and should further consider
addressing these matters positively and proactively in terms of increasing corporate value over the midto long-term.
The Marubeni Group operates in line with its Management Philosophy of embodying a corporate groupproudly committed to social and economic development and safeguarding the global environment byconducting fair and upright corporate activities, in accordance with the spirit grounded in the Company
Creed of “Fairness, Innovation and Harmony.” The Marubeni Group's Management Philosophy is a clear
presentation of its approach to sustainability and, for the Marubeni Group, sustainability means nothing
less than putting the Management Philosophy into practice by preemptively addressing challenges to theenvironment and society and providing solutions.
The Corporation believes that climate change, deforestation, human rights issues, etc. loom assignificant challenges threatening the sustainability of the Earth’s environment and of societies and thatan act of clarifying, and carrying out, mid- to long-term corporate policies for addressing those challenges
will create not only economic value but also environmental and social value and will thereby lead directly
to overall increases in the corporate value.
Based on such conviction, and with the aim of enhancing its efforts to achieve sustainable improvementof its corporate value, the Marubeni Group established a Sustainability Management Committee andidentified 3 categories of Fundamental Materiality and 4 categories of Environmental and Social
Materiality in April 2018.
Outside Directors/Audit & Supervisory Board Members are appointed as advisors of the Sustainability
Management Committee, providing the system an external point of view. The Board of Directors, byreceiving periodic reports on important issues pertaining to the sustainability initiatives discussed by theCommittee, oversees sustainability-related issues evaluated from the viewpoints of the appropriateness of
its ESG risk management and compatibility with society. In April 2019, as part of system strengthening,
the Chair of the Sustainability Management Committee was made the Chief Sustainable Development
Officer, and the Sustainability Management Department was established. Furthermore, Sustainability
Leaders and Sustainability Managers in charge of sustainability management were appointed at eachorganization, and thus the entire group is working together to push forward initiatives regarding
sustainability. For information on the creation of environmental and social values through businessactivities, please see the following URL on the Corporation’s website.
https://marubeni.disclosure.site/en/
Aware of the importance of disclosing climate-related financial information, the Marubeni Group also8

expressed an endorsement of the TCFD Recommendations in February 2019 and is working tocomprehend “opportunities” and “risks” precipitated by climate change and enhance its information
disclosures. In March 2021, the Corporation formulated the “Marubeni Long-Term Vision on Climate
Change.” In the vision, the Corporation set a goal for the Marubeni Group to strive for net-zero GHG(greenhouse gas) emissions by 2050. In addition, the Corporation established its action plan toward 2030
and has been disclosing its progress. For details, please refer to Supplementary Principle 3.1.3.
Furthermore, the Corporation announced “GC2024” in February 2022 and has set “Green Strategy” as
one of its basic policies. The Marubeni Group strives to be a “Forerunner in Green Business” bycontributing to “Nature Positive” and the realization of the international community’s goal of “Living inHarmony with Nature” in partnership with our stakeholders. As part of the efforts to live in harmony withnature, it is inevitable to promote the transition to a decarbonized society and a circular economy. The
Corporation will contribute to avoid and reduce negative impacts on the environment through climatechange countermeasures, efficient use of resources, optimization of land use, control and prevention ofenvironmental pollution, etc., and to restore and regenerate the natural ecology through conservation offorestry resources and soil improvement, etc.
Principle 2.4 Ensuring Diversity, Including Active Participation of Women
Companies should recognize that the existence of diverse perspectives and values reflecting a variety
of experiences, skills and characteristics is a strength that supports their sustainable growth. As such,companies should promote diversity of personnel, including the active participation of women.

In the “Marubeni Group HR Strategy” of the Mid-Term Management Strategy “GC2024,” theCorporation aims to progress the “Marubeni HR Ecosystem” based on the concepts of “Human Capitalwith High Social Value,” “Diversity & Inclusion,” and a “Culture of Individual Development andProductivity” in order to realize the “Global crossvalue platform.” With a focus on “the active contribution
and development of diverse human capital,” the Corporation is working on driving diversity management,
including promoting the participation of women in the workplace. For details, please refer toSupplementary Principle 2.4.1.

Supplementary Principle 2.4.1
Companies should present their policies and voluntary and measurable goals for ensuring diversity
in the promotion to core human resources, such as the promotion of women, foreign nationals andmidcareer hires to middle managerial positions, as well as disclosing their status. In addition, in lightof the importance of human resource strategies for increasing corporate value over the mid-to longterm, companies should present its policies for human resource development and internal environment
development to ensure diversity, as well as the status of their implementation.
Our employees are the Marubeni Group’s greatest capital and the source of value creation. In the MidTerm Management Strategy “GC2024,” the Corporation will further develop the “Marubeni HR
Ecosystem” set forth in the previous Mid-Term Management Strategy “GC2021.” The “Marubeni HR
Ecosystem” is the fundamental human capital strategy for achieving the “Global crossvalue platform,”the vision for the Marubeni of the future, and provides direction for reforms. This strategy describes how
the Marubeni Group will create an attractive ecosystem where employees with diverse backgrounds andhigh social value gather, become energized, connect, and combine various insights to take on thechallenge of creating new value for society and our customers. By doing so, the Corporation will further
promote the creation of a culture and work environment where diverse human capital have an active role.
The Corporation promotes work-life management as the foundation for employees with diverse
backgrounds to create results. Regardless of an employee’s stage in life or individual circumstances, theCorporation is developing measures to ensure that employees can utilize necessary systems as needed inorder to aim for sustainable career development and sustained performance.

9For details regarding the “GC2024” Marubeni Group HR Strategy, please refer to the Corporation
website and Integrated Report. Unless otherwise clearly stated, the headcounts, ratios and scores shownin this item are those of the Corporation (non-consolidated basis).
Promoting the Empowerment of Female Employees
The Corporation believes that human capital diversity must be the foundation of our growth strategy.
Heavily male-dominated organizations do not reflect society (1:1 male-female ratio) and are unable tofully grasp social issues, which in turn limits the organization’s ability to turn its vision into reality.
Promoting female empowerment at work is the first step towards achieving human capital diversity andis also a key long-term management strategy for making the Corporation’s business more sustainable in
the future. From August 2022, the Corporation established "Female Empowerment at Work 2.0" as thepolicy, and in order to focus more on expanding the female talent pipeline, the Corporation has set clear,
numerical KPIs and is working on various measures.

For details on efforts to promote the Empowerment of Female Employees, please refer to "Diversity
Management" on the Corporation’s website:10https://marubeni.disclosure.site/en/themes/27/
Promoting the Participation of Foreign National Employees
As of April 2024, the Corporation has approximately 60 non-Japanese employees, of whom 30 are inmanagerial positions. Hiring foreign national employees is based on the needs of the respective workplace,and although the Corporation does not have a numerical target, the Corporation will ensure diversity inmanagerial and core positions in accordance with the Marubeni Group HR Strategy. Having a large
number of group companies in various countries and regions, the Marubeni Group has an array of humancapital, diverse in terms of nationality and other aspects of identity, who play an active role in theirrespective workplaces and contribute to the enhancement of the Group's corporate value.
Promoting the Participation of Mid-Career Hires
The Corporation conducts mid-career hiring throughout the year and employs human capital fromdiverse age tiers and backgrounds.
Mid-career recruits accounted for 27.4% of its total hires for FY2023, and as of April 2024, mid-careerhires accounted for 17.1% of management positions. The Corporation’s mid-career hiring is based on theneeds of the workforce, and although the Corporation does not have a numerical target, it will continue
to promote diversity in management and core human capital in accordance with the Marubeni Group HR
Strategy.
Promoting the Advancement of Late-Career Employees and Employees Involved in Digital
Transformation
In order to further promote the activities of its senior human capital, the Corporation introduced acontinued employment scheme and established the Career Counselling Section within the Human
Resources Department. Additionally, the Corporation enhanced measures to support senior careers in the
personnel management reform for FY2021. For another initiative, the Corporation disclosed a series ofprograms designed to develop and enhance our digital human resources infrastructure in “GC2021 >>DX,” our DX strategy, which was released in February 2021.
The Corporation encourages its employees to learn digital-related skills by providing a variety of
training opportunities and programs regarding digital technologies. From FY2022, the Corporation
introduced the digital talent recognition system under which the Corporation certifies the digital-related
skills employees have learned. This system sets four levels of criteria (from introductory to advanced)
and shows the minimum digital literacy skills required for sogo shosha employees (for introductory andbeginners) and provides the intermediate and advanced skill-holders opportunities to utilize their skills(digital talent management).
For more information on our DX strategy, please refer to "GC2021 >> DX" below.
https://www.marubeni.com/en/ir/reports/dx/pdf/dx2021_en.pdf
Work-Life Management
The Corporation believes it is important to approach “risks” such as employees leaving due to worklife balance issues or not being able to pursue career advancement opportunities from both system andcultural perspectives, while recognizing that human capital, the source of value creation, is key. Amid achanging environment due to circumstances such as the diversification of values towards work and a
declining workforce population, the Corporation is implementing various work-life management
measures to enable employees to achieve “sustainable career development” and “high performance”
regardless of life stage.
For details on Work-Life Management initiatives, please refer to “Diversity Management” on the
Corporation’s website:
https://marubeni.disclosure.site/en/themes/27/

11i) Measures for Balancing Work and Parenting/Family Caregiving
In addition to self-management by individuals who take advantage of this system, the Corporation is
working to create a system built on mutual cooperation, one that managers and their team understand,fosters mutual respect, and can be utilized effectively regardless of gender. This system offers programs
that go further than what the law requires such as “Maternity / Family Caregiving Leave,” which can beused during pregnancy/family caregiving, and “Family Support Leave” to support family members.
Moreover, to support career continuity for employees who work shortened hours due to childcare andfamily caregiving obligations, the policy of uniformly reducing compensation for shortened work hours
has been abolished.
There is also a system that allows part of the childcare leave to be taken as paid leave in order toencourage male employees to take paternity leave. The Corporation has introduced a company-wide
flexible working hours system and a remote work system for all employees as well. This enables
employees to work both autonomously and flexibly.
ii) Measures that Allow an Individual to Continue Their Career Even When Their Spouse Is Transferred toAnother Location
Even in the case of temporary circumstances beyond one’s control, such as a spouse's transfer toanother location, various measures are in place to allow employees to continue to utilize the work
experience and skills they have cultivated at the Corporation. Employee leave and the re-hiring period
for employees who leave their positions due to spouse relocation have been extended from 3 to 5 years
and eligibility has been expanded (not only employees relocated to overseas locations, but also those
relocated within Japan). Engaging in other work for career advancement has also been permitted during
leave.
In addition, to support career continuity for employees who relocate to remote areas within Japan due
to family circumstances, the newly established Family Remote Support Program allows them to work
fully remote.
Initiatives for Diverse Human Capital: "Coming Together"i) Diverse Recruiting Methods
While incorporating distinctive hiring methods, such as Career Vision recruitment for new graduates(a job-based hiring program for recruiting people who have indicated the responsibilities and departmentthat they want to apply for within the Corporation) and early career recruitment that targets younger

12professionals, the Corporation engages with a diverse pool of talent who can become the drivers of newvalue creation.

ii) Promoting Employment of People with Disabilities
To promote the employment of people with disabilities, the Corporation established the Marubeni
Office Support Corporation (“MOS”) in 2008, which is certified as a special subsidiary company. In
FY2020, MOS was the first company in Tokyo to obtain the “Monisu Certification,” awarded to small
and medium-sized enterprises that excel in the employment of persons with disabilities. Additionally, in
FY2021, MOS was recognized by the Tokyo Metropolitan Government as a best practice company for a
Barrier-free Mindset.
Initiatives for Diverse Human Capital: " Being Energized"i) Mission-oriented HR System
At the Corporation, each employee is given a mission (role) based on their skills and characteristics.
The goal of this is to enhance the strategic execution capabilities of the organization by augmenting eachindividual’s contribution. Furthermore, the Corporation believes that employees taking on boldchallenges toward more significant missions and striving for excellence will lead to their further growth
and their increased market value.
The idea that “the mission of each employee is at the core of organizational strategy execution andtalent growth” has been incorporated into our HR system and is reflected in performance evaluations andcompensation. Regarding the implementation of our HR system, an emphasis is placed on active
communication between supervisors and their employees in order to allow employees to take on morechallenging roles and objectives. A cycle has been established where the supervisor and the employee
agree on the mission, maintain regular communication in daily operations, and then set the mission for
the next fiscal year based on year-end evaluations and feedback to the individual.

ii) Engagement Survey
The Corporation defines engagement as “a relationship where individuals and the organization cometogether and contribute to each other's growth.” To improve organizational management and various

13organizational systems and to create a dynamic workplace, an internal survey is used to measure theengagement score* of employees. In FY2023, the Corporation’s engagement score improved comparedwith the previous survey. Also, the Corporation received second place in Link and Motivation Inc.’sBest Motivation Company Awards: Leading Companies Division (Over 2,000 Employees).
* The engagement score (deviation score) reflects conditions in the organization. A deviation score of 50
is the average for companies that use services provided by Link and Motivation Inc.

Based on the results of the survey, the Corporation provides organizational programs to departmentsthat seek to improve. After creating and executing improvement action plans, each action plan’seffectiveness is evaluated and reviewed through focus surveys and engagement surveys. Several
departments that participated in this program achieved higher engagement score results.

iii) Human Capital Development
To promote the growth and active involvement of the Marubeni Group’s employees, the source of ourcorporate value, the Corporation is driving talent development through a dual approach: on the job
training as the core and off the job training as a supportive function.

14

・Talent Assessment
Through multifaceted observations and self-assessments, the Corporation visualizes each employee’s
distinct behaviors, strengths, and challenges. The visualized information is utilized by eachorganization for transfers/placements, assigning missions, and daily team management. Individuals canalso use this information for self-reflection and to help guide decisions on future skills training andplans for career development.
・Individual Learning Support
To further enhance the autonomy of motivated employees, the Corporation offers support for skills
development, acquiring knowledge and experience that cannot be gained through regular work
activities, and employee skill development.
・Marubeni Global Academy
This training system covers business skills, leadership and management, and individual specializations.
In addition to position-specific and open-application training programs, the Corporation integrates
selection programs in collaboration with domestic and international business schools. Through these
efforts, the Corporation provides growth opportunities tailored to each employee’s career.

15

Data for the FY2023 will be updated in the “HR Management” section of the Corporation’s website:
https://marubeni.disclosure.site/en/themes/26/iv) Health and Productivity Management
The Corporation regards employee health maintenance and improvement as important management
issues. The Chief Administrative Officer (CAO) takes the utmost responsibility for supporting thevitality of our employees, the source of the Marubeni Group’s growth. The Corporation is advancing
health and productivity management initiatives, such as improving health literacy, measures to combat
cancer and lifestyle-related diseases, mental health support, and strengthening efforts in women's healthmaintenance and improvement.

16

Taking regular health checkups and implementing stress checks play an extremely significant role in
the early discovery and early treatment of diseases. Thus, the Corporation has established “Marubeni's
Health Project Indicators” to raise employees' health awareness and resolve health issues.

17Marubeni Health Project Indicators

For details on efforts for Health and Productivity Management, please refer to "Health and Productivity
Management" on the Corporation’s website:
https://marubeni.disclosure.site/en/themes/24/

Initiatives for Diverse Human Capital: "Connecting"i) Foundation for Innovation
The 15% Rule allows employees to allocate 15% of their working hours to activities outside of theirregular work responsibilities that contribute to value enhancement within the Marubeni Group. Crosshelp
is a system where organizations can solicit internal assistance from other employees on a part-time basis.
Crossvalue Coin is a reward system that grants coins to employees who have contributed to otherorganizations or regional strategies. These various initiatives are organically linked to encourage thecreation of new value across business units.
In addition, the Corporation has an Internal Talent Recruitment System where organizations canpublicize job positions and an Employee Job Matching System where employees can request transfers toother organizations. These systems promote autonomous career development for employees and foster anopen community where talent can freely move across different departments.
Employee Job Matching System
and Internal Talent Recruitment System

Crossvalue Coinii) Innovation Creation
To cultivate innovative leaders globally who will lead the future of the Marubeni Group, theCorporation selects diverse talent who excel globally to engage in discussions on various themes over thecourse of a year through the “Marubeni Academia” program. Additionally, the “Business Plan Contest(Bizcon),” where business proposals are evaluated and developed, plays an important role in fostering an
innovative culture.
Principle 2.5 Whistleblowing
Companies should establish an appropriate framework for whistleblowing such that employees canreport illegal or inappropriate behavior, disclosures, or any other serious concerns without fear of
suffering from disadvantageous treatment. Also, the framework should allow for an objective
assessment and appropriate response to the reported issues, and the board should be responsible for bothestablishing this framework, and ensuring and monitoring its enforcement.
The Corporation has established a whistleblowing system consisting of a “Marubeni Hotline” (as a18compliance consultation point for the group) and a “Marubeni Anti-Corruption Hotline” (specialized
consultation point for serious crimes such as bribery). The number of consultations is reported to the Boardof Directors, and the system is set up so that it can also be monitored by the Board of Directors.
Supplementary Principle 2.5.1
As a part of establishing a framework for whistleblowing, companies should establish a point ofcontact that is independent of the management (for example, a panel consisting of outside directors*1
and outside kansayaku*2). In addition, rules should be established to secure the confidentiality of theinformation provider and prohibit any disadvantageous treatment.
In addition to the internal whistleblowing system, as part of the whistleblowing system, the Corporation
has established an independent external legal counsel hotline at an attorney’s office. Through internal
regulations, the Corporation has established a framework to secure the confidentiality of thewhistleblowers and prohibit any disadvantageous treatment. The Corporation operates the whistleblowing
system in accordance with that framework.
*1 Outside director: A director who satisfies certain requirements such as not holding specific positions,
including the position of executive director, in the company or its subsidiaries (Article 2, Paragraph 15 of
the Companies Act). Furthermore, matters such as not holding a specific position in the parent company
or other subsidiaries and not having specific kinship ties with controlling shareholders will be also requiredfor outside directors after the 2014 amendments to the Companies Act.
*2 Outside kansayaku: A kansayaku who satisfies certain requirements such as not holding specificpositions, including the position of director, in the company or its subsidiaries (Article 2, Paragraph 16 of
the Companies Act). Furthermore, matters such as not holding a specific position in the parent company
or other subsidiaries and not having specific kinship ties with controlling shareholders will also be requiredfor outside kansayaku after the 2014 amendments to the Companies Act.

Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
Because the management of corporate pension funds impacts stable asset formation for employees
and companies’ own financial standing, companies should take and disclose measures to improve humanresources and operational practices, such as the recruitment or assignment of qualified persons, in order
to increase the investment management expertise of corporate pension funds (including stewardship
activities such as monitoring the asset managers of corporate pension funds), thus making sure that
corporate pension funds perform their roles as asset owners. Companies should ensure that conflicts ofinterest which could arise between pension fund beneficiaries and companies are appropriately
managed.
The Corporation consigns the management of corporate pension funds to the Marubeni Corporate
Pension Fund. The Marubeni Corporate Pension Fund organization consists of a Board of Trustees as thedecision-making body, an Executive Board as the executive body, Auditors as the internal audit
organization, and a Secretariat. A Pension Asset Management Committee has been established as anadvisory body to the Marubeni Corporate Pension Fund. The fund is being operated in line with a BasicManagement Policy and a Policy Asset Composition Ratio that have been formulated for the managementof the Marubeni Corporate Pension Fund. Additionally, from the standpoint of being an institutional
investor as an “asset owner,” the fund organization has announced agreeing to the Japan Stewardship Codeand requires stewardship activities from its investment trustees.
Each organization is outlined below:(Board of Trustees)
The Board of Trustees consists of an even number of trustees, half of whom are elected trustees selectedby the Corporation and half of whom are mutually elected trustees from among the parties insured under19the Marubeni Corporate Pension Fund. A resolution by the Board of Trustees is necessary to change the
Marubeni Corporate Pension Fund bylaws or policies.
(Executive Board)
The Executive Board consists of an even number of executives, half of whom are elected executives andhalf of whom are mutually elected executives from among the elected trustees and the mutually elected
trustees. Furthermore, the Executive Board mutually elects a chairperson from among the elected
executives who represents the fund and governs the fund operations. The Executive Board executes its
work based on resolutions by the Board of Trustees.
(Auditors)
There are 2 auditors, 1 elected auditor and 1 mutually elected auditor who are mutually elected from among
the elected trustees and mutually elected trustees.
(Secretariat)
The Fund’s secretariat consists of a managing director, an operating executive director, an administrative
director, and general staff. The managing director is nominated by the chairperson of the Executive Board,and they carry out daily work together with the administrative director and general staff. Furthermore, theoperating executive director is a member of staff who executes work relating to the management andoperation of the pension asset who is nominated by the chairperson from among the executives with theconsent of the Executive Board. At present, the managing director of the Marubeni Corporate Pension
Fund also serves as the operating executive director.
(Pension Asset Management Committee)
The Pension Asset Management Committee is comprised of CFO; CAO; members selected from the
Finance Department, Human Resources Department, and Corporate Accounting Department; and the
managing director of the Marubeni Corporate Pension Fund. The criteria for selecting members include
being responsible for pension work, and having a deep understanding of asset management, and related
matters. The Pension Asset Management Committee prepares quarterly management reports for the
Marubeni Corporate Pension Fund and discusses fund management policies.

20Section 3: Ensuring Appropriate Information Disclosure and Transparency
General Principle 3
Companies should appropriately make information disclosure in compliance with the relevant laws
and regulations, but should also strive to actively provide information beyond that required by law. This
includes both financial information, such as financial standing and operating results, and non-financial
information, such as business strategies and business issues, risk and governance.
The board should recognize that disclosed information will serve as the basis for constructive
dialogue with shareholders, and therefore ensure that such information, particularly non-financial
information, is accurate, clear and useful.

The Corporation is aware that information disclosure is an important management issue and that theproper disclosure of information is important for obtaining understanding from stakeholders such as
shareholders. Given this awareness, the Corporation endeavors to actively disclose non-financial
information, such as information relating to business strategies, business issues, risks, and governance. For
details, please refer to Principle 3.1 and Supplementary Principles 3.1.1 through 3.1.3.
Principle 3.1 Full Disclosure
In addition to making information disclosure in compliance with relevant laws and regulations,companies should disclose and proactively provide the information listed below (along with thedisclosures specified by the principles of the Code) in order to enhance transparency and fairness indecision-making and ensure effective corporate governance:i)Company objectives (e.g., business principles), business strategies and business plans;ii) Basic views and guidelines on corporate governance based on each of the principles of theCode;iii) Board policies and procedures in determining the remuneration of the senior management anddirectors;iv) Board policies and procedures in the appointment/dismissal of the senior management and thenomination of directors and kansayaku candidates; andv) Explanations with respect to the individual appointments/dismissals and nominations based oniv).
i) Management philosophy
In accordance with the spirit grounded in “Fairness, Innovation and Harmony,” the Marubeni Group isproudly committed to social and economic development and safeguarding the global environment byconducting fair and upright corporate activities.
Management strategy and plan
Please refer to the Mid-Term Management Strategy “GC2024” formulated based on the above spirit on
the Corporation’s website.
Mid-Term Management Strategy GC2024
https://www.marubeni.com/en/company/plan/pdf/gc2024_en.pdfii) Basic views and guidelines on corporate governance
The Corporation believes in responding to the expectations of its stakeholders – which includes
shareholders, customers, the local community, and employees by increasing its corporate value tobecome a proud corporate group committed to social and economic development and safeguarding the
global environment in accordance with the spirit of the Company Creed of “Fairness, Innovation, and21

Harmony.” To realize this, the Corporation has been making efforts to enhance corporate governanceas the platform for ensuring soundness, transparency, and efficiency of management. Specifically, in
accordance with the “1. Basic Views” of “I. the Basic Views on Corporate Governance, Capital
Structure, Corporate Profile and Other Basic Information” in the corporate governance report, theCorporation formulates criteria for judgment of independence of Outside Directors/Audit & Supervisory
Board Members and improves the management surveillance function by Independent Outside
Directors/Audit & Supervisory Board Members. The Corporation also believes that it is important tohave constructive dialogues with shareholders and investors for medium- to long-term improvement ofcorporate value and endeavors to gain understanding for its management policy, etc. through dialogue,
understand the position of shareholders and investors, and respond appropriately.
iii) Policies and procedure in determining the remuneration of the directors and senior management
The Corporation has established a Governance and Remuneration Committee (comprised of 6 members:
the President, 1 internal Director, and 4 Outside Directors/Audit & Supervisory Board Members, andan Outside Director/Audit & Supervisory Board Member chairs the Committee), as an advisory bodyto the Board of Directors, the majority of whose members are Outside Directors/Audit & Supervisory
Board Members. The Committee deliberates on the policies in determining the remuneration of the
Directors and Executive Officers and adequacy of remuneration levels and reports to the Board of
Directors. Remuneration for Directors is determined by a resolution by the Board of Directors within
the scope that has been authorized at the General Meeting of Shareholders based on such report.
Remuneration for executive officers is determined by a resolution of the Board of Directors based onsuch report.
iv) Appointment of Director and Audit & Supervisory Board Member candidates, policies and procedure
for appointment and dismissal of the senior management
The Nomination Committee (comprised of 4 members: the President and 3 Outside Directors/Audit &Supervisory Board Members, and an Outside Director/Audit & Supervisory Board Member chairs theCommittee), an advisory body to the Board of Directors, the majority of whose members are Outside
Directors/Audit & Supervisory Board Members, deliberates on proposals for appointing Director and
Audit & Supervisory Board Members candidates and reports to the Board of Directors. The Corporation
has prior consent of the Audit & Supervisory Board regarding candidates for Members of Audit &Supervisory Board. The appointment criteria for the Corporation’s Directors and Audit & Supervisory
Board Members candidates and the senior management are as follows:(Appointment criteria for Director candidates)
For Directors, the Corporation appoints internal and external human resources having considerable
insight and expertise fostered through ample experience in the Corporation’s diversified businessactivities or in its respective industries to ensure swift and efficient decision-making and appropriate
supervisory function in its management.
(Appointment criteria for Audit & Supervisory Board Member candidates)
For Audit & Supervisory Board Members, the Corporation appoints internal and external humanresources having insight into the Corporation’s management and considerable expertise and ample
experience in financial affairs, accounting, law, and risk management fields to ensure appropriate
supervisory function.
The proposal of candidates for Directors and Members of the Audit & Supervisory Board finalized
through the resolution by the Board of Directors is submitted to the General Meeting of Shareholders.
(Appointment criteria for Group CEOs, CDIO, CAO, CFO, and CSO)The Corporation appoints Group CEOs, CDIO, CAO, CFO, and CSO from a pool of individuals bothinternally and externally. Those appointed are recognized as having outstanding expert knowledge,
abundant business experience, and insight into the general management of trading companies and global
business. These will also be individuals in roles responsible for making decisions on important mattersfor the Corporation, roles for supervising business execution, and other such leadership positions.
(Appointment criteria for Executive Officers)
The appointment of Executive Officers is decided through a resolution by the Board of Directors.

22

The Corporation appoints Executive Officers from human resources responsible primarily for roles thatmaximize the mid- to long-term value of the Marubeni Group. The appointment of Executive Officers
is decided through a resolution by the Board of Directors.
(Dismissal criteria)
Decisions on the dismissal of the President or other Executive Officers and the removal from office of
the Representative Director shall be made by the Board of Directors in case any of them violates laws
or regulations, or cases it is clearly acknowledged that their functions are not being manifested.
v) Reasons for the appointment of Directors and Audit & Supervisory Board Members candidates
In addition to the reasons for the appointment of candidates for Outside Directors and Outside Audit &Supervisory Board Members, the Corporation also discloses the reasons for appointing individual
candidates for Internal Directors and Internal Audit & Supervisory Board Members in the referencematerials for the General Meeting of Shareholders. Please refer to the Notice of the 100th Ordinary
General Meeting of Shareholders available on the Corporation’s website for more details.
https://www.marubeni.com/en/ir/stock/meeting/pdf/fye2403_100th_br_all_en.pdf

Supplementary Principles 3.1.1
These disclosures, including disclosures in compliance with relevant laws and regulations, should add
value for investors, and the board should ensure that information is not boiler-plate or lacking in detail.

The Corporation is aware that information disclosure is an important management issue and that theproper disclosure of information is important for obtaining understanding from stakeholders such as
shareholders. Based on this awareness, when disclosing information, the Corporation strives to ensure thatit makes value-added disclosure by providing plain and detailed information and actively disclosing nonfinancial information.
Supplementary Principles 3.1.2
Bearing in mind the number of foreign shareholders, companies should, to the extent reasonable, takesteps for providing English language disclosures. In particular, companies listed on the Prime Market
should disclose and provide necessary information in their disclosure documents in English.

In view of the percentage made up of foreign shareholders, the Corporation has an English language
website, and is working to disclose and provide information in English to overseas investors, including
convocation notices of General Meetings of Shareholders, financial statement explanations, and integrated
reports. For the percentage of foreign shareholders, please refer to “2. Capital Structure” in “I. the Basic
Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information” in the
Corporation’s corporate governance report.
Supplementary Principles 3.1.3
Companies should appropriately disclose their initiatives on sustainability when disclosing their
management strategies. They should also provide information on investments in human capital andintellectual properties in an understandable - 15 - and specific manner, while being conscious of theconsistency with their own management strategies and issues. In particular, companies listed on thePrime Market should collect and analyze the necessary data on the impact of climate change-related risks
and earning opportunities on their business activities and profits, and enhance the quality and quantity of
disclosure based on the TCFD recommendations, which are an internationally well-established disclosure
framework, or an equivalent framework.

23

The Corporation points to its “Green Strategy” in the Mid-Term Management Strategy “GC2024” andalso discloses and describes its efforts in the area of sustainability in its disclosure documents, such as
securities reports and integrated reports, as well as its website.
Aware of the importance of disclosing climate-related financial information, the Corporation also
expressed an endorsement of the TCFD Recommendations in February 2019 and is working tocomprehend “opportunities” and “risks” precipitated by climate change and disclose such information. In
July 2020, the Corporation released “Disclosure in line with the recommendations of the TCFD” and then,in March 2021, made public the “Marubeni Long-Term Vision on Climate Change.” In the vision, theCorporation set a goal for the Marubeni Group to strive for net-zero GHG (greenhouse gas) emissions by
2050. In addition, the Corporation established its action plan toward 2030 and has been disclosing its
progress. Since FY2021, the Corporation has continued its efforts to add further to the TCFD disclosure
to show the robustness of its strategy related to climate change by thus disclosing its action policy andstrategy founded on the results of its scenario-based analysis completed for its individual businesses. In
addition to the above, in sections including that outlining our position and initiatives in the area ofsustainability in the annual securities reports, the Corporation discloses particular sustainability
information if that information is significant to the Corporation considering its business model and thebusiness environment. Further, the Corporation has recognized climate change risks, environmental risks,
as well as risks of natural disasters and other such occurrences, as risks to business operations, etc. anddiscloses action plans and policies designed to address them in the annual securities reports.
Disclosure in line with the Recommendations of the TCFD
https://marubeni.disclosure.site/en/themes/15/?id=anc_02
Annual Securities Report (Japanese language only)
https://www.marubeni.com/jp/ir/reports/security_reports/
Integrated Reporthttps://www.marubeni.com/en/ir/reports/integrated_report/
Furthermore, as a human capital strategy that aligns with the Vision for the Marubeni of the Future:"Global crossvalue platform," the Corporation aims for each employee to go beyond existing frameworks
and endeavor to create new value, positioned as a part of the “Marubeni HR Ecosystem.” The “Marubeni
HR Ecosystem” is a human capital strategy where Marubeni Group employees with diverse backgrounds
and high social value gather, thrive, and connect to create a cycle of providing new value to meet theneeds of customers and society. Under the current Mid-Term Management Strategy “GC2024,” theMarubeni Group is aiming to further develop the “Marubeni HR Ecosystem,” and several measures havebeen created to achieve this goal.
The starting point for the idea behind the “Marubeni HR Ecosystem” is linking management strategy
with human capital strategy. By continuously bringing management and the HR Department together todiscuss human capital-related issues, the Corporation is aiming for a human capital strategy that aligns
with management strategy.
Talent Management Committee
To promote human capital strategy that aligns with our management strategy, the Corporation holds
human capital strategy meetings featuring the CEO, CHRO*, CSO and CAO as key members. Members
not only discuss HR-related systems and measures but also high-priority agenda items related to ourhuman capital strategy, such as leader development, employee engagement, and diversity and inclusion.
*From the FY2023, the CHRO has been newly established with the role of creating and promoting humancapital strategies that contribute to management strategy. On April 1, 2024, in order to further the
Corporation’s human capital strategy, the CHRO has been placed directly under the management of theCEO. The CHRO assists the CEO and commits to the overall management of the human capital strategy.
Dialogs between Management and Employees
The Corporation is increasing opportunities for direct communication between management andemployees to discuss and share thoughts on management philosophy, visions and strategies. In addition
to regularly holding meetings to exchange opinions between the CEO and employees, the Corporation
also has a direct question-and-answer system for employees called the Opinion Box. To date, the24Corporation has received over 1,300 questions through this system.
Employee Stock Ownership Program
Employees’ interest and participation in company management has been increasing yearly, with an
employee stock ownership plan enrollment rate of 94.5% (as of the end of FY2023). By having more
employees join the stock ownership plan and increase their shareholdings, the Corporation not only
contributes to employees’ asset building but also aims to foster a stronger sense of collective
responsibility towards enhancing corporate value, and the Corporation has been providing special
initiatives for employees who join this plan.
For details of the other initiatives related to human capital strategy, please refer to the Supplementary
Principles 2.4.1.

Principle 3.2 External Auditors
External auditors and companies should recognize the responsibility that external auditors owe
toward shareholders and investors, and take appropriate steps to secure the proper execution of audits.

The Corporation collaborates with the Audit & Supervisory Board and related departments such as the
Corporate Accounting Department, and endeavors to ensure a proper audit schedule and audit structure
and to ensure proper auditing by accounting auditors.
Supplementary Principles 3.2.1
The kansayaku board should, at minimum, ensure the following:i)

Establish standards for the appropriate selection of external auditor candidates and proper
evaluation of external auditors; andii)

Verify whether external auditors possess necessary independence and expertise to fulfill their
responsibilities.

i) The Audit & Supervisory Board establishes standards to evaluate the non-reappointment of theaccounting auditor and procedures for appointment, etc., and when reappointing the accounting auditor
each year, the Audit & Supervisory Board evaluates the work of the accounting auditor based on suchstandards, makes a decision on reappointment, and reports to the Board of Directors.
ii) The Audit & Supervisory Board checks the accounting auditor’s independence and expertise byreceiving explanations concerning the accounting auditor’s quality control system (including checking
the independence of the accounting auditor) and the annual audit plan and service structure at regular
Supplementary Principles 3.2.2
The board and the kansayaku board should, at minimum, ensure the following:i)

Give adequate time to ensure high quality audits;ii)

Ensure that external auditors have access, such as via interviews, to the senior management
including the CEO and the CFO;iii) Ensure adequate coordination between external auditors and each of the kansayaku (including
attendance at the kansayaku board meetings), the internal audit department and outside
directors; andiv) Ensure that the company is constituted in the way that it can adequately respond to any
misconduct, inadequacies or concerns identified by the external auditors.

25monthly meetings with the accounting auditor.
i) Audit schedules are formulated following prior consultation with the Corporate Accounting Department
and the accounting auditor, and adequate time is set aside to conduct audits. The Audit & Supervisory
Board checks audits plans (details and timings) and checks that sufficient time has been secured forauditing.
ii) The accounting auditor interviews the President and CFO.
iii) The accounting auditor and Audit & Supervisory Board Members shall ensure collaboration by having
a monthly meeting as an alternative to the accounting auditor’s attending meetings of the Audit &Supervisory Board. The Internal Audit Department works with the accounting auditor to address internal
control reporting requirements associated with financial reports and provides necessary information
including internal audit reports. Reports on accounting audits conducted by the accounting auditor are
made to the Board of Directors, including outside directors, and information is shared with outside
directors.
iv) When issues are pointed out by the accounting auditor, the executing side responds individually, andreports are made on the office organization line.

26Section 4: Responsibilities of the Board
General Principle 4
Given its fiduciary responsibility and accountability to shareholders, in order to promotesustainable corporate growth and the increase of corporate value over the mid- to long-term andenhance earnings power and capital efficiency, the board should appropriately fulfill its roles andresponsibilities, including:(1) Setting the broad direction of corporate strategy;(2) Establishing an environment where appropriate risk-taking by the senior management is
supported; and(3) Carrying out effective oversight of directors and the management (including shikkoyaku*1
and so-called shikkoyakuin*2) from an independent and objective standpoint.
Such roles and responsibilities should be equally and appropriately fulfilled regardless of the formof corporate organization – i.e., Company with Kansayaku Board (where a part of these roles andresponsibilities are performed by kansayaku and the kansayaku board), Company with Three
Committees (Nomination, Audit and Remuneration) or Company with Supervisory Committee.

The Corporation sets the broad direction of corporate strategy at meetings of the Board of Directors,
including formulating medium-term management strategies (medium-term management plans). The
Corporation endeavors to establish management and executive structures in order to secure prompt andefficient decision-making, and appropriate supervisory functions. For details of management andexecutive structures, please refer to the respective principles and supplementary principles underPrinciples 4.1 through 4.14.
*1 Shikkoyaku: According to the Companies Act, Companies with 3 Committees (Nomination, Audit
and Remuneration) must appoint 1 or more shikkoyaku from directors or non-directors by a resolution of
the board and delegate business administration to shikkoyaku. Also, authority to make certain kinds ofbusiness decisions may be delegated to shikkoyaku.
*2 Shikkoyakuin: There are cases where a Company with Kansayaku Board or a Company with
Supervisory Committee creates positions with the title of “shikkoyakuin” for persons who are delegatedby the board a certain range of discretion regarding business administration. Unlike shikkoyaku in
Companies with 3 Committees (Nomination, Audit and Remuneration), shikkoyakuin is not a statutory
position.
Principle 4.1 Roles and Responsibilities of the Board (1)The board should view the establishment of corporate goals (business principles, etc.) and thesetting of strategic direction as one major aspect of its roles and responsibilities. It should engage inconstructive discussion with respect to specific business strategies and business plans, and ensure thatmajor operational decisions are based on the company’s strategic direction.
The Corporation’s medium-term management strategies (medium-term management plans) areformulated based on its Management Philosophy and the details in the plans are discussed thoroughly by
the Board of Directors. Subsequent policies, including investment, management resource allocation, andhuman resource policies, are decided taking the medium-term management strategy (medium-term
management plan) as a guideline.

27

Supplementary Principles 4.1.1
The board should clearly specify its own decisions as well as both the scope and content of thematters delegated to the management, and disclose a brief summary thereof.
In the Corporation’s Board of Directors Rules, it is stipulated that matters set forth in laws andordinances and the Corporation’s Articles of Incorporation and other important matters related to
management shall be discussed at meetings of the Board of Directors, and agendas in this regard areclarified in the List of Matters to be Submitted to the Board of Directors. In particular, standards formonetary amounts are set forth with regard to starting, joining, abolishing, and withdrawing from business,acquiring and disposing of fixed assets, and loaning and guaranteeing, etc., and cases in which suchstandards for monetary amounts will be exceeded are deliberated and decided by the Board of Directors.
Based on the above-mentioned list, decision-making and execution of matters other than those that should
be decided by the Board of Directors, are delegated to the Representative Director and Executive Officer.
Decision-making and execution regarding matters delegated to the Representative Director and Executive
Officer, are reported by the supervising Directors at meetings of the Board of Directors. Through thesereports, etc. the Board of Directors monitors decision-making and business execution by the
Representative Director and Executive Officer.
Supplementary Principles 4.1.2
Recognizing that a mid-term business plan (chuuki keiei keikaku) is a commitment to shareholders,the board and the senior management should do their best to achieve the plan. Should the company failto deliver on its mid-term business plan, the reasons underlying the failure of achievement as well as
the company’s actions should be fully analyzed, an appropriate explanation should be given to
shareholders, and analytic findings should be reflected in a plan for the ensuing years.

The Corporation announces its medium-term management strategy (medium-term management plan),checks the status of progress in a sequential manner, and then discloses this.
When the term of the medium-term management strategy (medium-term management plan) has
finished, it is reviewed and its content is thoroughly analyzed. The findings are reflected in the next term’sbusiness strategy, and then the next term’s business strategy is announced.
Supplementary Principles 4.1.3
Based on the company objectives (business principles, etc.) and specific business strategies, theboard should proactively engage in the establishment and implementation of a succession plan for the
CEO and other top executives and appropriately oversee the systematic development of succession
candidates, deploying sufficient time and resources.
The Nomination Committee, which is an advisory body of the Board of Directors, receives sufficient
information from the President regarding successor plans and the development of successor candidates,
engages in opinion exchanges, and then examines successor plans based on evaluations of specificcandidates.
In the case of selecting the next term’s President, the Nomination Committee deliberates on candidate
selection proposals prepared by the President and reports the outcomes of its deliberations to the Boardof Directors, and the final decision is then made by the Board of Directors.

28

Principle 4.2 Roles and Responsibilities of the Board (2)The board should view the establishment of an environment that supports appropriate risk-taking by
the senior management as a major aspect of its roles and responsibilities. It should welcome proposals
from the management based on healthy entrepreneurship, fully examine such proposals from an
independent and objective standpoint with the aim of securing accountability, and support timely anddecisive decision-making by the senior management when approved plans are implemented.
Also, the remuneration of the management should include incentives such that it reflects mid- tolong-term business results and potential risks, as well as promotes healthy entrepreneurship.

With the aim of clarifying the separation between execution and monitoring, the Corporation has
introduced an Executive Officer System, and it endeavors to develop environments that support
appropriate risk taking. Individual important matters are discussed at meetings of the Board of Directors
in accordance with the Matters to be Submitted to the Board of Directors, and the discussions take placefrom a multilateral perspective in line with the roles of each Directors. If there are collateral conditions,etc. regarding approval by the Board of Directors, instructions are promptly given and follow-ups arecarried out.
The Corporation grants shares with restriction on transfer (“Restricted Stock”) and TSR-linked
performance share units with shares transfer restrictions (“TSR-linked Performance Share Units”) to
Directors (excluding Outside Directors) and Executive Officers in order to share the benefits and risks ofstock price fluctuations with shareholders and further enhance their motivation to contribute to increasing
the stock price and boosting corporate value.
Supplementary Principle 4.2.1
The board should design management remuneration systems such that they operate as a healthy
incentive to generate sustainable growth, and determine actual remuneration amounts appropriately
through objective and transparent procedures. The proportion of management remuneration linked tomid- to long-term results and the balance of cash and stock should be set appropriately.
The maximum total remuneration for all Directors shall be determined by resolution at a General
Meeting of Shareholders. The Governance and Remuneration Committee, chaired by an Outside Director
and the majority of its members consisting of independent Outside Directors/Audit & Supervisory Board
Members deliberates on the policies for compensation decisions and the appropriateness of thecompensation levels, and provides reports to the Board of Directors. The remuneration amount for each
Director is determined by resolution of the Board of Directors. The remuneration of Directors other than
Outside Directors consists of (i) monthly remuneration (basic remuneration, bonuses), which is a fixedmonetary compensation, (ii) short-term incentive remuneration (performance-based bonuses, individuals’
evaluation-based compensation), which is a variable monetary compensation, and (iii) medium and longterm incentive remuneration (Restricted Stock, TSR-linked Performance Share Units), which is a variable
stock-based compensation.
Remuneration and other payments for the Chairman of the Board consist of the monthly remuneration
as the basic compensation and the medium- and long-term incentive remuneration, considering that the
Chairman of the Board is in the position to substantially contribute to the enhancement of corporate value
over the medium to long term through leveraging the business expertise gained through managing the
Corporation on supervision.
Remuneration for Outside Directors and Audit & Supervisory Board Members, all of whom are
independent from business operation, consists entirely of the monthly remuneration as the basic
compensation (including remuneration for responsibilities as the chairperson, member, etc., of each
respective committee), and does not include performance-linked remuneration.

29

To ensure that remuneration levels of Directors are competitive so as to secure and maintain excellent
human capital, the remuneration levels are examined by comparing them with objective research data on
remuneration provided by outside specialized organizations and other sources to determine theappropriate remuneration levels.
As for the composition ratio of remuneration and other payments, it shall focus on the medium- andlong-term improvement of corporate value by increasing the composition ratio of the medium- and longterm incentive remuneration. For the President & CEO, its composition ratio of monthly remuneration/theshort-term incentive remuneration/the medium- and long-term incentive remuneration shall be set as 1:1:1
when consolidated net profit is 400 billion yen and core operating cash flow is 500 billion yen. For otherinternal Directors, based on the remuneration composition ratio of the President and CEO, the Corporation
shall set up the ratio considering the role and responsibilities of each position
Supplementary Principle 4.2.2
The board should develop a basic policy for the company's sustainability - 20 - initiatives from theperspective of increasing corporate value over the mid- to long- term.
In addition, in light of the importance of investments in human capital and intellectual properties,
the board should effectively supervise the allocation of management resources, including suchinvestments, and the implementation of business portfolio strategies to ensure that they contribute to
the sustainable growth of the company.
The Corporation has its approach to sustainability and associated action policies, etc. formulated by the
Board of Directors. The Board oversees the status of the Corporation’s sustainability actions on a regularbasis. Long-term corporate value improvement through “Green Strategy” is also an item covered in the
Mid-Term Management Strategy “GC2024.”
Corporate resources allocation is discussed and overseen by the Board of Directors on relevantoccasions, including medium-term management strategy development and revision, quarterly financial
reporting and Directors’ business execution report presentations.
For business portfolio, please refer to Supplementary Principle 5.2.1.
Principle 4.3 Roles and Responsibilities of the Board (3)The board should view the effective oversight of the management and directors from an independentand objective standpoint as a major aspect of its roles and responsibilities. It should appropriately
evaluate company performance and reflect the evaluation in its assessment of the senior management.
In addition, the board should engage in oversight activities in order to ensure timely and accurate
information disclosure, and should establish appropriate internal control and risk management systems.
Also, the board should appropriately deal with any conflict of interests that may arise between thecompany and its related parties, including the management and controlling shareholders.

The Corporation has set up the Nomination Committee, an advisory body of the Board of Directors,
the majority of whose members are Outside Directors/Audit & Supervisory Board Members, and whose
chairperson is an Outside Director. The Committee deliberates on the appropriateness of executive
appointment procedures, etc., and reports to the Board of Directors. The appointment and dismissal of
Executive Officers is as stated in Principle 3.1(iv) above.
The appropriate development of internal control and risk management systems is as stated in
Supplementary Principle 4.3.4 below.
Management systems regarding conflicts of interest that arise between affiliated parties such as
management teams and controlling shareholders, and the Corporation are as stated in Principle 1.7 above.

30

Supplementary Principle 4.3.1
The board should ensure that the appointment and dismissal of the senior management are based onhighly transparent and fair procedures via an appropriate evaluation of the company’s business results.

With regard to the appointment and dismissal of Directors and Executive Officers, monitoring functions
are secured by the Board of Directors based on a system that is as stated in Principle 3.1(iv) above.
Supplementary Principle 4.3.2
Because the appointment/dismissal of the CEO is the most important strategic decision for acompany, the board should appoint a qualified CEO through objective, timely, and transparent
procedures, deploying sufficient time and resources.
This is as stated in Supplementary Principle 4.1.3 above.
Supplementary Principle 4.3.3
The board should establish objective, timely, and transparent procedures such that a CEO is
dismissed when it is determined, via an appropriate evaluation of the company’s business results, that
the CEO is not adequately fulfilling the CEO’s responsibilities.
This is as stated in Principle 3.1(iv) above.
Supplementary Principle 4.3.4
The establishment of effective internal control and proactive enterprise risk management systems
has the potential to support sound risk-taking. The board should appropriately establish such systems
on an enterprise basis and oversee the operational status, besides utilizing the internal audit
department.

With regard to compliance, the Compliance Committee has been set up to develop systems, and thestatus of its activities is reported to the Board of Directors in business execution reports. Marubeni Group
companies have developed a compliance structure suited to their respective business characteristics, as is
the case with its overseas subsidiaries, which have developed a compliance structure appropriate to laws
and regulations, business customs, etc. of the respective countries. The Corporation has regular audits andmonitoring practices in place, including those for bribery prevention management and security export
control purposes, to check whether there are any inadequacies in the compliance structures in the
Marubeni Group.
For internal control, the Internal Control Committee has been set up to develop systems, and it confirmsthat internal controls are effective by submitting an internal control report to the Board of Directors inaccordance with the Financial Instruments and Exchange Act. The Board of Directors evaluates theoperational status of internal control systems and reviews the Basic Internal Control Policy at a meetingof the Board of Directors once a year.
On the subject of risk management structures, the Board of Directors discusses risk scenarios and steps
to address them, while quantifiable risks are also subject to integrated risk management procedures andqualitative risks are managed through a stricter compliance structure, etc.
On the basis of audit results, the Internal Audit Department submits an audit report to the President andhas a copy circulated among personnel concerned, including the organization being audited, the Chairman

31

of the Board, Directors and Audit & Supervisory Board Members, and also gives reports to the Board of
Directors, the Corporate Management Committee and the Executive Committee in a timely fashion. Audit
reports contain, among other things, a statement of issues to be improved by the organization being
audited, which the Internal Audit Department, as well as the section responsible for individual internal
control actions, will subsequently follow up on to monitor the state of improvement and of other steps,
etc. taken. In addition to internal audits, the Internal Audit Department conducts an assessment of theinternal control effectiveness in connection with financial reporting.

Principle 4.4 Roles and Responsibilities of Kansayaku and the Kansayaku Board
Kansayaku and the kansayaku board should bear in mind their fiduciary responsibilities toshareholders and make decisions from an independent and objective standpoint when executing theirroles and responsibilities including the audit of the performance of directors’ duties, appointment anddismissal of kansayaku and external auditors and the determination of auditor remuneration.
Although so-called “defensive functions,” such as business and accounting audits, are part of theroles and responsibilities expected of kansayaku and the kansayaku board, in order to fully performtheir duties, it would not be appropriate for kansayaku and the kansayaku board to interpret the scopeof their function too narrowly, and they should positively and proactively exercise their rights andexpress their views at board meetings and to the management.
The Audit & Supervisory Board is made up of 5 Audit & Supervisory Board Members (3 of which are
Outside Audit & Supervisory Board Members). Based on audit policies and audit plans formulated by the
Audit & Supervisory Board, the Audit & Supervisory Board Members attend meetings of the Board of
Directors and other important meetings, and audit the execution of duties by Directors through operationaland financial status surveys.
Supplementary Principle 4.4.1
Given that not less than half of the kansayaku board must be composed of outside kansayaku andthat at least one full-time kansayaku must be appointed in accordance with the Companies Act, thekansayaku board should, from the perspective of fully executing its roles and responsibilities, increase
its effectiveness through an organizational combination of the independence of the former and theinformation gathering power of the latter.
In addition, kansayaku or the kansayaku board should secure cooperation with outside directors sothat such directors can strengthen their capacity to collect information without having their
independence jeopardized.
3 out of the Corporation’s 5 Audit & Supervisory Board Members are Independent Outside Audit &Supervisory Board Members. The Audit & Supervisory Board judges audit on the execution of duties byDirectors, the dismissal and appointment of External Accounting Auditor, and Audit & Supervisory Board
Member’s remuneration from an independent and objective standpoint.
In order to ensure collaboration with Outside Directors, Outside Directors are invited to voluntarily
attend business execution status interviews that Audit & Supervisory Board Members conduct with
Directors, Group CEOs, etc.
Principle 4.5 Fiduciary Responsibilities of Directors and Kansayaku
With due attention to their fiduciary responsibilities to shareholders, the directors, kansayaku andthe management of companies should secure the appropriate cooperation with stakeholders and act in
the interest of the company and the common interests of its shareholders.

32The President and CEO, CFO, General Manager of the IR & SR Department (until the end of FY2023,
the General Manager of the Finance Department), and others regularly attend meetings with domestic andoverseas investors, and CFO, who is a Representative Director, serves as the Director in charge of IR andaccordingly reports on the particulars of such meetings to Directors, Audit & Supervisory Board Members,
etc. Thus, a system is in place for reflecting the opinions of shareholders and other stakeholders inmanagement.

Principle 4.6 Business Execution and Oversight of the Management
In order to ensure effective, independent and objective oversight of the management by the board,
companies should consider utilizing directors who are neither involved in business execution nor haveclose ties with the management.
The Corporation secures highly effective systems for monitoring management by appointing 6
Independent Outside Directors and having them state opinions from an independent and objective
standpoint at meetings of the Board of Directors, etc. Furthermore, the Chairman of the Board, who chairs
the Board of Directors is a non-executive Director.
Principle 4.7 Roles and Responsibilities of Independent Directors
Companies should make effective use of independent directors*3, taking into consideration the
expectations listed below with respect to their roles and responsibilities:i)

Provision of advice on business policies and business improvement based on their knowledge
and experience with the aim to promote sustainable corporate growth and increase corporate
value over the mid- to long-term;ii)

Monitoring of the management through important decision-making at the board including theappointment and dismissal of the senior management;iii) Monitoring of conflicts of interest between the company and the management or controllingshareholders; andiv) Appropriately representing the views of minority shareholders and other stakeholders in theboardroom from a standpoint independent of the management and controlling shareholders.

The Corporation sets forth independence judgment criteria (see Principle 4.9 below) referring to theguidelines of proxy advisory firms, and appoints Independent Directors who meet such criteria, and cancarry out supervision of the conflict of interest, management supervision, and fiduciary responsibilities.
Outside Directors and Audit & Supervisory Board Members, including such Independent Outside
Directors, give useful advice aimed at boosting mid to long-term corporate value based on their own
expert knowledge and abundant experience; make up the majority of the members of the Nomination
Committee, which is an advisory body of the Board of Directors; deliberate on appropriateness of
appointment procedures of the Executive Officers, etc.; and appropriately demonstrate supervisionfunctions.
*3 Independent director: The listing rules of securities exchanges provide that the outside directors, as
defined in the Companies Act, are independent directors where they satisfy independence criteria ofsecurities exchanges and the company determines that they do not have the possibility of conflicts ofinterest with its shareholders.

33Principle 4.8 Effective Use of Independent Directors
Independent directors should fulfill their roles and responsibilities with the aim of contributing tosustainable growth of companies and increasing corporate value over the mid- to long-term.
Companies listed on the Prime Market should therefore appoint at least one-third of their directors as
independent directors (two directors if listed on other markets) that sufficiently have such qualities.
Irrespective of the above, if a company listed on the Prime Market believes it needs to appoint the
majority of directors (at least one-third of directors if listed on other markets) as independent directors
based on a broad consideration of factors such as the industry, company size, business characteristics,
organizational structure and circumstances surrounding the company, it should appoint a sufficientnumber of independent directors.
Out of the Corporation’s 10 Directors, 6 are Outside Directors, and all of them meet the independence
judgment criteria set forth by the Corporation and the independence criteria set forth by the Tokyo Stock
Exchange, Inc.
Both internally and externally, the Corporation appoints personnel with broad experience either in its
multifaceted business activities, or in their respective fields of specialty, who also have advanced insightand expertise cultivated through such experience, with appointments by the Corporation encompassing abroad consideration of factors such as the industry, company size, business characteristics, organizational
structure and circumstances surrounding the company, and with the aim of ensuring quick and efficientdecision-making and proper oversight functions. In the Corporation’s opinion, the number of Independent
Outside Directors as it currently stands is appropriate, and it maintains a commitment to appointing anappropriate number of candidates for Independent Outside Directors.
Supplementary Principles 4.8.1
In order to actively contribute to discussions at the board, independent directors should endeavor toexchange information and develop a shared awareness among themselves from an independent andobjective standpoint. Regular meetings consisting solely of independent directors (executive sessions)would be one way of achieving this.
Meetings in which Independent Outside Directors, Audit & Supervisory Board Members, and the
Chairman and/or President participate (in which Independent Outside Directors and/or Audit &Supervisory Board Members are not the only members) are held on a regular basis, with the aims of
exchanging information and sharing awareness (such meetings were held 4 times in FY2023).
Supplementary Principles 4.8.2
Independent directors should endeavor to establish a framework for communicating with the
management and for cooperating with kansayaku or the kansayaku board by, for example, appointing
the lead independent director from among themselves.
With the aim of further strengthening collaboration between Internal Directors and Audit &Supervisory Board Members and Outside Directors, a Chief Independent Outside Director is appointed.
Supplementary Principles 4.8.3
Companies that have a controlling shareholder should either appoint at least one-third of theirdirectors (the majority of directors if listed on the Prime Market) as independent directors who are
independent of the controlling shareholder or establish a special committee composed of independent
persons including independent director(s) to deliberate and review material transactions or actions thatconflict with the interests of the controlling shareholder and minority shareholders.

34

As of the date of submission of the corporate governance report, the Corporation has no controllingshareholder.
Principle 4.9 Independence Standards and Qualification for Independent Directors
Boards should establish and disclose independence standards aimed at securing effective
independence of independent directors, taking into consideration the independence criteria set by
securities exchanges. The board should endeavor to select independent director candidates who are
expected to contribute to frank, active and constructive discussions at board meetings.
The Corporation appoints Outside Directors and Audit & Supervisory Board Members based on thefollowing “Standards and policies for the independence of Outside Directors/Audit & Supervisory Board
Members of the Corporation” so that Outside Directors can appropriately exercise their expected roles
and functions.

Standards and policies for the independence of Outside Directors/Audit & Supervisory Board Membersof the Corporation
The Corporation shall determine that a person who is an Outside Director is not independent if he/shecurrently corresponds to, or in the past 3 business years has corresponded to, any of the following items
1 to 7, or fails to meet the standards for independence set forth by the Tokyo Stock Exchange, Inc.
1. A major shareholder of the Corporation (who directly or indirectly holds 10% or more of the voting
rights in the Corporation) or an executing person thereof*4
2. An executing person of a lender, from which the borrowed amount exceeds 2% of the Corporation’s
consolidated total assets
3. An executing person of a business partner with which the transaction amount exceeds 2% of the
Corporation’s consolidated revenue
4. A representative partner or a partner of the auditing firm that is the accounting auditor of the
Corporation
5. A person who receives money from the Corporation of which the value exceeds 10 million yen perbusiness year or a person who belongs to a corporation, partnership, or other organization who receives
money from the Corporation of which the value exceeds 2% of such organization’s gross profit perbusiness year, which derives from a business consultancy and/or an advisory agreement
6. A person who belongs to an organization that has received a donation from the Corporation of which
the amount exceeds 10 million yen per business year
7. A Director/Executive Officer/Audit & Supervisory Board Member among the executing persons of
the Corporation and its subsidiaries, as well as a co-resident or relative within the second degree ofkinship of such Director/Executive Officer/Audit & Supervisory Board Member
Even if a person falls under any of the items 1 to 7 above, if the Corporation judges that said person
substantially maintains his/her independence, the Corporation shall explain and disclose the reason for
his/her election as a candidate for Outside Director.
*4 An “executing person” refers to an Executive Director, an Executive Officer, an employee, or any
other personnel.

Principle 4.10 Use of Optional Approach
In adopting the most appropriate organizational structure (as stipulated by the Companies Act) thatis suitable for a company’s specific characteristics, companies should employ optional approaches, asnecessary, to further enhance governance functions.

35

The Corporation conducts a diverse range of business globally. Accordingly, the Corporation has
established a corporate governance model of a company with auditors in which the Board of Directors
consists of Internal Directors and Outside Directors in order to ensure rapid and efficient decision-making
and appropriate supervisory functions in management.

Supplementary Principle 4.10.1
If the organizational structure of a company is either Company with Kansayaku Board or Company
with Supervisory Committee and independent directors do not compose a majority of the board, inorder to strengthen the independence, objectivity and accountability of board functions on the mattersof nomination (including succession plan) and remuneration of the senior management and directors,
the company should seek appropriate involvement and advice from the committees, including from theperspective of gender and other diversity and skills, in the examination of such important matters asnominations and remuneration by establishing an independent nomination committee and remunerationcommittee under the board, to which such committees make significant contributions.
In particular, companies listed on the Prime Market should basically have the majority of themembers of each committee be independent directors, and should disclose the mandates and roles of
the committees, as well as the policy regarding the independence of the composition.
The “Governance and Remuneration Committee” and the “Nomination Committee” are set up asadvisory bodies of the Board of Directors, and these strengthen management supervision functions. The
memberships of both committees are composed so as to ensure independence, as Independent Outside
Directors/Audit & Supervisory Board Members make up a majority of the members and both committees
are each chaired by an Independent Outside Director or Audit & Supervisory Board Member as well.
The Governance and Remuneration Committee deliberates on policies for determining remuneration of
Directors and Executive Officers and on the appropriateness of remuneration levels and then provides
recommendations to the Board of Directors. Furthermore, it deliberates on important matters related tocorporate governance and conducts assessments and reviews of the Board of Directors as a whole,including the structure, operation, and other aspects of the Board of Directors, and reports thereon to theBoard of Directors.
The Nomination Committee deliberates on proposals for Director and Audit & Supervisory Board
Member candidate appointments and for president-designated appointments, as well as on successor plansdeveloped and managed by the President (with necessary qualifications and requirements, successor
candidate list and training plans included) and then provides recommendations to the Board of Directors.

Principle 4.11 Preconditions for Board and Kansayaku Board EffectivenessThe board should be well balanced in knowledge, experience and skills in order to fulfill its roles
and responsibilities, and it should be constituted in a manner to achieve both diversity, including gender,international experience, work experience and age, and appropriate size. In addition, persons withappropriate experience and skills as well as necessary knowledge on finance, accounting, and the law
should be appointed as kansayaku. In particular, at least one person who has sufficient expertise on
finance and accounting should be appointed as kansayaku.
The board should endeavor to improve its function by analyzing and evaluating effectiveness of theboard as a whole.
The Corporation conducts business activities in a wide range of fields in a multifaceted manner throughdomestic and overseas networks, which requires the Board of Directors to deliberate on theappropriateness of management strategies and related matters, risks, and other factors associated with
implementation, in an objective and multifaceted manner, and to appropriately supervise the status ofexecution. As such, with the aim of boosting the effectiveness of the Board of Directors, the Corporation
appoints personnel with diverse experience, knowledge, expertise, insight, and other relevant qualities aswell as their being well-versed in business activities, as Directors. Furthermore, by appointing non-36

executive Directors and multiple Independent Outside Directors/Audit & Supervisory Board Members,
the Corporation introduces perspectives that are not influenced by in-house practices, strengthens
governance and supervision functions, and checks conflicts of interest.
As of the date of submission of the corporate governance report, the Board of Directors is composedof 10 members, with 6 of these Outside Directors (8 males and 2 females), and the Audit & Supervisory
Board is composed of 5 members, with 3 of these Outside Audit & Supervisory Board Members (3 males
and 2 females). The appropriate experience and competencies of 5 of the Audit & Supervisory Board
Members, including financial, accounting, and/or legal knowledge, with 1 of these Audit & Supervisory
Board Members having particularly high expertise in financial and accounting matters. The reasons forthe selection of Directors and Audit & Supervisory Board Members are disclosed and can be viewed in
Principle 3.1(v) above and in [Director related] and [Auditor related] under “1. Organizational
Composition and Operation” in “II. Business Management Organization and Other Corporate Governance
Systems regarding Decision-making, Execution of Business, and Oversight in Management” of thecorporate governance report.
For details of evaluations of the effectiveness of the Board of Directors, please refer to Supplementary
Principle 4.11.3.

*5 If a company is either a Company with Kansayaku Board or Company with Supervisory Committee,
the company is not required to establish a nomination committee or a remuneration committee by theCompanies Act. However, the company may establish such committees on its own initiative.
Supplementary Principles 4.11.1
The board should identify the skills, etc. that it should have in light of its managing strategies, andhave a view on the appropriate balance between knowledge, experience and skills of the board as awhole, and also on diversity and appropriate board size. Consistent with its view, the board should
establish policies and procedures for nominating directors and disclose them along with the
combination of skills, etc. that each director possesses in an appropriate form according to the businessenvironment and business characteristics, etc., such as what is known as a "skills matrix.” When doingso, independent director(s) with management experience in other companies should be included.

Please refer to Principles 3.1(iv) and 4.1.1 for the criteria for Directors. As for Outside Directors,
keeping in mind the Director selection standards stated in Principle 3.1(iv) above, and taking into accountan optimal combination of skills and experience that the Board of Directors members should have, theCorporation appoints personnel who endeavor to understand the Corporation’s business when making
decisions on important matters for the Corporation, and are able to actively participate in management. 3
out of 6 Outside Directors have corporate management experience in other companies.
The Corporation makes public the details of the expertise and experience of all Directors and Audit &Supervisory Board Members in the form of a skill matrix. For the skill matrix, please refer to Figure 2 in
“2. Other Matters Concerning to Corporate Governance System” of “V. Other” in the Corporation’s
corporate governance report.
Supplementary Principles 4.11.2
Outside directors, outside kansayaku, and other directors and kansayaku should devote sufficient
time and effort required to appropriately fulfill their respective roles and responsibilities. Therefore,
where directors and kansayaku also serve as directors, kansayaku or the management at othercompanies, such positions should be limited to a reasonable number and disclosed each year.
The status of the important concurrent positions of Directors, Audit & Supervisory Board Members,
and candidates for such are disclosed in the General Meeting of Shareholders Convocation Notice andannual securities report each year.

37

Supplementary Principles 4.11.3
Each year the board should analyze and evaluate its effectiveness as a whole, taking into
consideration the relevant matters, including the self-evaluations of each director. A summary of theresults should be disclosed.
Since FY2016, the Corporation has conducted evaluations on effectiveness regarding the Board of
Directors annually and made efforts to improve the Board by striving to address issues identified as a resultof these evaluations and analyses.
The concept of the evaluations in FY2022 was “discuss the governance model suitable for the Corporation
based on current circumstances and characteristics.” By further developing this, the evaluations ofeffectiveness regarding the Board of Directors in FY2023 (the “FY2023 Board Evaluations”) wereconducted to enable the Board may discuss each issue identified in the evaluations in FY2022 and the
direction toward the ideal governance structure suitable for the Corporation.

I Evaluation Framework and Methodology
1. Evaluation Target
The Board of Directors (including the Governance and Remuneration Committee and the Nomination
Committee)

2. Evaluation Process(i)

Questionnaire and interviews conducted with all members of the Board of Directors and Audit &Supervisory Boad Members;(ii) The Governance and Remuneration Committee analyzed and evaluated the results of thequestionnaire and interviews; and(iii) The Board then reviewed and deliberated upon the evaluations by the Governance andRemuneration Committee.

3. Evaluation Items•

Roles of the Board•

Structure of the Board (composition, diversity, competencies, skills, etc.)•

Deliberations at the Board•

Utilization of the Governance and Remuneration Committee and the Nomination Committee•

Accountability to and dialogues with stakeholders

Additionally, the Corporation included a new question in the questionnaire to assess whether theOutside Directors fully performed their expected roles and responsibilities, though peer-review of each
Outside Director was not carried out in the process of this FY2023 Board Evaluations.

4. Utilization of Outside Specialized Organization
Like the past Board evaluations, the Corporation appointed the outside specialized organization.
Utilizing the outside specialized organization, the Governance and Remuneration Committee performed
the analysis and evaluation based on advanced document inspection, as well as responses to thequestionnaire and interviews.
The outside specialized organization mainly gave the following supports:38

•

Analysis of the agenda of the Board meetings over the past three years;•

Advice on questionnaire items from the outside perspective;•

Independent analysis of the questionnaire responses and conducting the interviews;•

Review and evaluation of the questionnaire and interview results, and providing comments onthem as the basis for deliberation at the Governance and Remuneration Committee and the Board;and•Advice on improvement measures for the identified issues.

The Governance and Remuneration Committee ensured the questionnaire and interviews wereconducted and the results analyzed and evaluated on an anonymous basis by the external specializedorganization, thereby maintaining the transparency and objectiveness of the FY2023 Board Evaluations.

II Overview of Evaluation Results
1. Overview
Through the process above, it has been confirmed that the Corporation’s Board of Directors operates
appropriately and that its effectiveness is secured.
Especially, thanks to the following points, sound and deep deliberations at the Board were highly
evaluated:(i)the Corporation selects the Board agenda items considering the Outside Directors’ opinions andcomments;(ii) the Corporation provides numerous opportunities to the Outside Directors to acquire deep
understanding on the Corporation’s business, such as visits to the Group companies and interviews
with their management, meetings with the divisional Chief Operating Officers; and(iii) the Chairman manages the proceedings of the Board meetings effectively.

2. Further Improvement of Board Effectiveness
The Corporation has made efforts to improve the effectiveness of the Board by addressing the issues
identified in the Board evaluations in FY2022 as follows:(1) Deepening Discussions at the Board Regarding Overall Direction of the Board to Strengthen Its
Supervisory Functions
The Chairman, the CEO, and the Outside Directors discussed (i) the functions and roles of the Board of
Directors considering that the Outside Directors became a majority of Board membership and that theBoard is gradually shifting toward being a “monitoring board,” and (ii) important management mattersand other agenda that the Board should focus on and discuss in depth. Further, the Corporation solicitedthe opinions of each Director and Supervisory Board Member on (i) and (ii) in the questionnaire andinterviews of the FY2023 Board Evaluations.
As stated in (3) of “3. Issues Identified In FY2023 Board Evaluations and How Corporation Will
Address Them“ below, the Board will continue to discuss their functions and roles.
(2) Considering the Process of Selecting Agenda Items to Be Discussed at the Board and Supervisory
Functions Related to Important Matters of Marubeni Group Management
In the process of selecting the agenda to be discussed at the Board, the Corporation takes into accountthe opinions of the Outside Directors. For instance, at the outset of FY2023, the Corporation gathered
the thoughts of each Outside Director on the Board agenda. Further, the Chairman, the CEO, and theOutside Directors had an offsite meeting to discuss important management matters and other agenda
the Board should discuss in depth.
In addition to the above, the Corporation enhanced the supervisory functions of the Board on theimportant management matters of the Marubeni Group as a whole by, for instance, reporting to the39

Board the discussions and measures on the Marubeni Group HR Strategy made by the managementside. Moreover, the meetings between the Outside Directors and each divisional Chief Operating
Officer were held, and they discussed the business strategies of that division (including, the strategies
on the Group companies), core business/focus areas, and concerns.
Like the item (1) above, the Corporation will continue to consider and take necessary measures todeepen the discussions at the Board as stated in (1) and (2) of “3. Issues Identified in FY2023 Board
Evaluations and How Corporation Will Address Them” below.

3. Issues Identified in FY2023 Board Evaluations and How Corporation Will Address Them
(1) Clarifying Issues to Monitor Important Group Management Matters
Since the Corporation is an integrated trading and investment business conglomerate that handles
products and provides services in a broad range of sectors, its business is highly complicated. Given
that complexity and the management structure of the Marubeni Group, in order to strengthen the
supervisory functions of the Board, the Corporation believes that it is necessary to facilitate sound andwell-grounded deliberations at the Board from broader perspective. For that purpose, in the Board
materials or when the management-side explains the agenda to the Board, the Corporation will clarify
the key issues of each agenda that the Board should focus on by clearly showing the expected risks andother issues identified in the course of the discussion at the management-side.

(2) Enhancing Discussion on Management Strategy/Important Management Matters for Mid- to LongTerm Growth of Corporate Value of Marubeni Group Considering Comprehensive Group-Strengths
Although the management-side does conduct the business taking into account the capital cost and stock
price, it is necessary to further enhance the discussions at the Board on the management strategy to
improve the corporate value, such as capital allocation, capital efficiency, and necessary measures for
growth. Furthermore, the Board will increase commitment to and deepen its involvement in the process
to formulate the next mid-term management strategy (i.e., Post-GC2024).

(3) Continuing Discussion on Functions and Roles of the Board In Governance Structure Suitable for
Marubeni
It is confirmed through the FY2023 Borad Evaluations that there is no issue on the current structure of
the Board, however, the Corporation believes there is a room for discussion on the future structure (e.g.,ideal composition, diversity, and necessary experiences and skills of the Directors) in order to further
improve the corporate value of the Corporation.

Based on the results of the FY2023 Board Evaluations, the Corporation will continue to maintain andimprove the effectiveness of the Board of Directors going forward and to pursue improvements of thelong-term corporate value.
Principle 4.12 Active Board Deliberations
The board should endeavor to foster a climate where free, open and constructive discussions andexchanges of views take place, including the raising of concerns by outside directors.
At meetings of the Board of Directors, free, vigorous, and constructive discussions take place, andopinions are exchanged in a lively manner, without any distinction between Internal and Outside Directors.

40

Supplementary Principles 4.12.1
The board should ensure the following in relation to the operation of board meetings and shouldattempt to make deliberations active:i)Materials for board meetings are distributed sufficiently in advance of themeeting date;ii) In addition to board materials and as necessary, sufficient information isprovided to directors by the company (where appropriate, the information
should be organized and/or analyzed to promote easy understanding);iii) The schedule of board meetings for the current year and anticipated agenda
items are determined in advance;iv) The number of agenda items and the frequency of board meetings are set
appropriately; andv) Sufficient time for deliberations.

i)Materials on meetings of the Board of Directors are in principle distributed at least 7 days in advanceof the meetings.

ii)

Outside Directors are given a briefing in advance regarding management issues, execution status,
agenda, and so on.

iii)

Notification regarding the annual schedule for the meetings is in principle given at least
approximately 3 months before the start of a new fiscal year, and notification regarding the mattersfor deliberation is in principle given at least 10 days before each meeting. In addition, theCorporation makes the list of agendas deliberated at the meetings of the Board of Directors in theprevious fiscal year and scheduled agendas for the current fiscal year. The Corporation provides thelist to the Directors and the Internal Audit & Supervisory Board Members.

iv) In FY2023, a total of 15 meetings of the Board of Directors were held, and in FY2022, a total of 16
were held. As for Matters to be Submitted to the Board of Directors, changes are considered asneeded based on the status of the Corporation.

v)

The envisioned deliberation times are stated in the notifications of meetings of the Board of Directors,
and the extending of deliberation times is flexibly handled based on the agenda.

Principle 4.13 Information Gathering and Support Structure
In order to fulfill their roles and responsibilities, directors and kansayaku should proactively collectinformation, and as necessary, request the company to provide them with additional information.
Also, companies should establish a support structure for directors and kansayaku, including
providing sufficient staff.
The board and the kansayaku board should verify whether information requested by directors andkansayaku is provided smoothly.
For active information gathering by Directors, the Executive Department and Corporate Planning &Strategy Department provide support, and for active information gathering by Audit & Supervisory Board
Members, the Audit & Supervisory Board Member’s Office, and others provide support.
Whether the information and materials that each Director seeks are provided in a seamless manner isassessed and reviewed in the overall evaluations on the effectiveness of the Board of Directors that are
carried out by the Governance and Remuneration Committee.
In order to secure opportunities for the provision of the information that Audit & Supervisory Board
Members seek, the Audit & Supervisory Board formulates an annual audit plan at the beginning of the
fiscal year, and then reviews the status of audit implementation at the end of such fiscal year before issuing

41

audit reports.

Supplementary Principles 4.13.1
Directors, including outside directors, should request the company to provide them with additional
information, where deemed necessary from the perspective of contributing to transparent, fair, timely
and decisive decision-making. In addition, kansayaku, including outside kansayaku, should collectinformation appropriately, including the use of their statutory investigation power.
As stated in Principle 4.13 above, Directors make additional information provision requests to the
Executive Department and Corporate Planning & Strategy Department as needed. Aside from receiving
support from the Audit & Supervisory Board Member’s Office, etc., Audit & Supervisory Board Members
attend meetings of the Board of Directors, Corporate Management Committee, and Committee of
Executive Officers, and Internal Audit & Supervisory Board Members are given important internal
documents such as decision requests without delay. In addition, Audit & Supervisory Board Members
carry out interviews with Directors and management executives regarding the status of business execution,
have regular meetings with audit corporations and Corporate Staff Group departments, carry out visiting
audit at Marubeni Group companies, and request the submission of additional documents, explanations,and so on, as necessary.
Supplementary Principles 4.13.2
Directors and kansayaku should consider consulting with external specialists at company expense,
where they deem it necessary.
The Audit & Supervisory Board concludes contracts with legal advisors, and the Corporation covers
the expenses for this. In addition, when the Directors and Audit & Supervisory Board Members think it
necessary to hire outside experts, the Corporation’s policy is to cover the expenses for such.

Supplementary Principles 4.13.3
Companies should ensure coordination between the internal audit department, directors andkansayaku by establishing a system in which the internal audit department appropriately reports
directly to the board and the kansayaku board in order for them to fulfill their functions. In addition,companies should take measures to adequately provide necessary information to outside directors andoutside kansayaku. One example would be the appointment of an individual who is responsible forcommunicating and handling requests within the company such that the requests for information about
the company by outside directors and outside kansayaku are appropriately processed.

Coordination with Directors and Audit & Supervisory Board Members is ensured through the Internal
Audit Department's practices of giving reports directly in a timely and appropriate fashion, including
giving an annual internal audit report to the Board of Directors and reporting to the Audit & Supervisory
Board on issue-specific internal audit findings on a quarterly basis. The role of various communications
and coordination operations aimed at enabling Outside Directors and Outside Audit & Supervisory Board
Members to acquire accurate company information is undertaken by the Executive Department, Corporate
Planning & Strategy Department, Audit & Supervisory Board Member’s Office, and so on, as stated in
Principle 4.13 and Supplementary Principle 4.13(1) above.

42

Principle 4.14 Director and Kansayaku Training
New and incumbent directors and kansayaku should deepen their understanding of their roles andresponsibilities as a critical governance body at a company, and should endeavor to acquire and update
necessary knowledge and skills. Accordingly, companies should provide and arrange training
opportunities suitable to each director and kansayaku along with financial support for associatedexpenses. The board should verify whether such opportunities and support are appropriately provided.

The Corporation provides sufficient information to all Directors and Audit & Supervisory Board
Members so that they acquire sufficient knowledge and devote themselves to studying in order to fulfill
their expected roles and responsibilities. The Corporation provides Directors and Audit & Supervisory
Board Members with opportunities for training, and it also covers the required expenses for such.
Supplementary Principles 4.14.1
Directors and kansayaku, including outside directors and outside kansayaku, should be given theopportunity when assuming their position to acquire necessary knowledge on the company’s business,finances, organization and other matters, and fully understand the roles and responsibilities, including
legal liabilities, expected of them. Incumbent directors should also be given a continuing opportunity
to renew and update such knowledge as necessary.
Directors and Audit & Supervisory Board Members are provided with the information they need toperform their duties in an appropriate and timely manner, with the Corporate Planning & Strategy
Department, Executive Department, Audit & Supervisory Board Member’s Office, and so on, playing
central roles in this regard. Also, Directors and Audit & Supervisory Board Members may participate inmeetings and seminars as necessary, at the Corporation’s cost. In addition, in advance of meetings of theBoard of Directors, Outside Directors and Audit & Supervisory Board Members are given briefings
regarding management issues, execution status, agenda, and so on.
Furthermore, reports on the economic situation are given on a regular basis by the Marubeni ResearchInstitute for the Committee of Executive Officers, and so on, and an effort is made to share information.
Outside Directors and Audit & Supervisory Board Members are also given opportunities to receive
explanations regarding distributions of operations, issues, and project implementation status at eachbusiness group and corporate staff department.
FY2023 Key Achievements
Training and provision of information to deepen understanding of the external environment⚫

Provision of information to Directors and Audit & Supervisory Board Members about the politicaland economic environment from the Marubeni Research Institute (on a regular basis, and as needed)
Themes: Geopolitical risks and their impacts on the supply chains, overviews of major elections inother countries and subsequent political policies, issues and situations related to economic security,
economic trends of major countries (e.g., outlooks regarding inflation and related monetary policies),
etc.

Training and provision of information to deepen understanding of the Corporation⚫

Explanations from each business group and each corporate staff department to new Outside Directors
on distributions of operations, issues, and project implementation status at each division (June 2023)⚫

Status updates on the Corporation and promotion of mutual understanding through Audit &Supervisory Board Members’ regular meetings with the Chairman of the Board, the President, CSO,
CFO, CAO, and Group CEOs respectively (held 13 times in total (Outside Directors attended 9
times))

43

Themes: Corporate governance of the Corporation and the Marubeni Group, issues regarding internal
control and compliance in the Marubeni Group, etc.
⚫

Free discussion among Outside Directors, the Chairperson of the Board, and the President (held 2times in total)
Themes:(i)

The function and roles of the Board of Directors considering that the Outside Directors becamea majority of Board membership and that the Board is gradually shifting toward being a“monitoring board”; and(ii) How and what the Marubeni Group should do to accelerate innovation to create value throughinnovative solutions for its customers and for the world.
⚫

Meetings between Outside Directors and divisional Chief Operating Officers
Purpose: To further the Outside Directors’ understanding on the business of the Corporation throughinteractive discussions with the divisional Chief Operating Officers so that the Board of Directors
may improve its effectiveness.

⚫

⚫

Visits to Group companies and interviews with their management (Japan and overseas, one timeeach)➢

Japan: FUKUYAMA PAPER. Co., Ltd., Kyoto Marubeni Co., Ltd., Yamaboshiya Co., Ltd.,Marubeni Ele-Next Co., Ltd., and others➢

Overseas: Iron Mine of Roy Hill (Australia), Marubeni Growth Capital Asia Pte. Ltd.
(Singapore), and others

Visits to Group companies by Outside Audit Supervisory & Board Members➢

Interview with the President and CEO of Akita Offshore Wind Corporation (“AOW”) and visit
to the Akita Port and Noshiro Port where AOW operates the first large-scale offshore wind
power project (October 2023);➢

Interview with the management of Atrion Co., Ltd., which manufactures and sells
confectionery such as gummi drops, ramune candies, and other candy, and visit to its
manufacturing facilities (December 2023);➢

Interview with the management of Pacific Grain Terminal Co., Ltd., whose stores imported
grains and conducts stevedoring and transportation operations (March 2024); and➢Visit to Kagoshima Plant of Marubeni Nisshin Feed Co., Ltd., which produces and sells
compound feed (March 2024), etc.

⚫

Explanation of agendas in advance of Board of Directors meetings to Outside Directors and Audit& Supervisory Board Members from the Corporate Planning & Strategy Department and Legal
Department (as necessary)⚫

Sharing of interview details from Internal Audit & Supervisory Board Members to Outside Audit &Supervisory Board Members (as necessary)

Supplementary Principles 4.14.2
Companies should disclose their training policy for directors and kansayaku.
With the aim of deepening knowledge regarding the Marubeni Group’s Management Philosophy,
corporate management, business activities, organization, and so on, Outside Directors and Outside Audit& Supervisory Board Members are provided with the information they need to perform their duties in an
appropriate and timely manner. The Corporation also provides opportunities to Directors and Audit &Supervisory Board Members, including Outside Directors and Outside Audit & Supervisory Board
Members, to participate in seminars and so on, as needed, so that they can fulfill their roles and duties,

44

with the Corporation covering the expenses, etc. for such.

45Section 5: Dialogue with Shareholders

General Principle 5
In order to contribute to sustainable growth and the increase of corporate value over the mid- tolong-term, companies should engage in constructive dialogue with shareholders even outside thegeneral shareholder meeting.
During such dialogue, senior management and directors, including outside directors, should listen
to the views of shareholders and pay due attention to their interests and concerns, clearly explain
business policies to shareholders in an understandable manner so as to gain their support, and workfor developing a balanced understanding of the positions of shareholders and other stakeholders andacting accordingly.
The Corporation recognizes that, in order to realize sustained growth and the improvement of mid tolong-term corporate value, constructive dialogues with shareholders are important. As such, theCorporation has prepared an IR system centering on a Director in charge of IR, and establishes
opportunities for dialogues to be held with shareholders on a regular basis. For details, please refer to
Principle 5.1 and Supplementary Principles 5.1.1 through 5.1.3.
Principle 5.1 Policy for Constructive Dialogue with Shareholders
Companies should, positively and to the extent reasonable, respond to the requests fromshareholders to engage in dialogue (management meetings) so as to support sustainable growth andincrease corporate value over the mid- to long-term. The board should establish, approve and disclose
policies concerning the measures and organizational structures aimed at promoting constructive
dialogue with shareholders.
Policy for constructive dialogues with shareholders(Basic philosophy)
The Corporation believes that in order to boost mid- to long-term corporate value, constructive dialogues
with shareholders and investors are important. Based on dialogues, the Corporation obtains
understanding from shareholders and investors of its management policies, etc., understands thestandpoints of shareholders and investors, and makes efforts to respond appropriately.
(Supervisory manager)
In order to realize constructive dialogues with shareholders and investors, CFO, who is a Representative
Director, is appointed as the Director in charge of IR.
(Initiative system)
On April 1, 2024, the IR & SR Department was newly established as an IR specialization department,
and the relevant departments carry out information exchanges and other in-house collaboration
centering on this department (*until the end of FY2023, the Investor Relations Section of the Finance
Department performed this function).
(Means for dialogues)
In addition to individual interviews, the Corporation uses efforts to provide ample means for dialogues,
including General Meetings of Shareholders, financial results briefings and group meetings for
institutional investors, briefings for individual investors, and so on.
(Feedback policy)
The IR specialization department creates a summary regarding the opinions, requests, and so on
recognized through dialogues, and then appropriately provides quarterly feedback to the President, CFO,
and Outside Directors, etc.
(Policy regarding control of insider information)46

During dialogues, insider information is appropriately controlled in accordance with the in-house rulesin the “Regulation for Prevention of Insider Trading.”
Supplementary Principles 5.1.1
Taking the requests and interests of shareholders into consideration, to the extent reasonable, thesenior management, directors, including outside directors, and kansayaku, should have a basic
position to engage in dialogue (management meetings) with shareholders.
On the occasion of scheduling a meeting with shareholders, a decision as to who should actually attend
such dialogues (management meetings) will be made within a reasonable scope, with requests from theshareholders and the principal issue of interest being considered as well.

Supplementary Principles 5.1.2
At minimum, policies for promoting constructive dialogue with shareholders should include thefollowing:i)
Appointing a member of the management or a director who is responsible foroverseeing and ensuring that constructive dialogue takes place, including thematters stated in items ii) to v) below;ii) Measures to ensure positive cooperation between internal departments suchas investor relations, corporate planning, general affairs, corporate finance,accounting and legal affairs with the aim of supporting dialogue;iii) Measures to promote opportunities for dialogue aside from individual
meetings (e.g., general investor meetings and other IR activities);iv) Measures to appropriately and effectively relay shareholder views andconcerns learned through dialogue to the senior management and the board;andv) Measures to control insider information when engaging in dialogue.
i)CFO, who is the Representative Director, is appointed as the Director in charge of IR.

ii)

Centering on IR & SR Department, operational supervisory capacity is assigned to each of the
Corporate Planning & Strategy Department, Corporate Accounting Department, Finance
Department, General Affairs Department, and Legal Department, and these Departments collaborate
with each other by maintaining mutual communication.

iii) The IR & SR Department holds financial result briefings, business briefings, briefings for individual
investors, and group meetings with institutional investors, etc. on a regular basis.
iv) The IR & SR Department creates a summary of the questions and opinions of shareholders that havebeen recognized at briefings, interviews, and so on, and gives a report through an official line to
CFO, who is the Representative Director and Director in charge of IR.
v)“Regulation for Prevention of Insider Trading” has been established, and an appropriate information
control system has been created in accordance with these regulations.
Supplementary Principles 5.1.3
Companies should endeavor to identify their shareholder ownership structure as necessary, and it
is desirable for shareholders to cooperate as much as possible in this process.

The Corporation identifies the composition of the shareholders on the list of shareholders, based on thelist of shareholders at the end of March and end of September, and makes efforts to identify the structureof shareholders by implementing surveys on beneficial shareholders based on the list of shareholders asof the end of March.

47

Principle 5.2 Establishing and Disclosing Business Strategies and Business Plans
When establishing and disclosing business strategies and business plans, companies should
articulate their earnings plans and capital policies, and present targets for profitability and capitalefficiency after accurately identifying the company’s cost of capital. Also, companies should provide
explanations that are clear and logical to shareholders with respect to the allocation of management
resources, such as reviewing their business portfolio and investments in fixed assets, R&D, and humancapital, and specific measures that will be taken in order to achieve their plans and targets.

The Corporation formulated the three-year Mid-Term Management Strategy “GC2024,” launched in
FY2022. In GC2024, the Corporation maintains its current long-term direction, keeping the focus on our
corporate value, and sets “Green Business and Greening” as a basic policy. The Review of “GC2021” andthe Basic Policy of “GC2024” are as follows.
Review of “GC2021”“3 Years of Transformation”⚫

Rebuilt and Strengthened Our Financial Foundation⚫

Completed Asset Write-downs, Solidified Earnings BaseThree-year cumulative achievements compared to Target in GC2021 is as below.

< Outline of “GC2024”>“Basic Policy”⚫

Develop and establish a stable earnings base by strengthening current business domains andexploring new business models⚫

Lead the transition to a Green economy by expanding “Green business” and “Greening” in all
business domains“Green business*1”48



Expanding Green Business based on the current business base, which is already strong andprofitable

Creating new Green Business through cross-sectional approaches and utilization of businessconnections*1 Sustainable businesses which have positive effects on the environment, such as
decarbonization and the circular economy, and adjacent businesses which supply thosebusinesses with non-substitutable materials, etc. Also see supplement 1 for detailed descriptions.

“Greening”
Reducing negative impacts on the environment and contributing to the transition to a Circular
Economy

Building sustainable supply chains through cooperation with business partners

Businesses essential for transition to a decarbonized society (natural gas, LNG, etc.)“Business Policies ‘SPP’”
The Corporation continues to work on maximizing the value of the group-wide business portfolio througha rigorous selection of new investments on the basis of SPP, as well as by enhancing existing businesses
and accelerating divestment and asset recycling.
Strategy:⚫

“Strategy-Focused”, closing the gap between our future vision and the present⚫

Exploiting dynamic value creation via digital transformation (“DX”)

Prime:⚫

Taking the initiative to execute the strategy⚫

Pursuing business through majority investment or mutually complementing partnerships, andproactively contributing to enhancing business value

Platform:⚫

Value creation by utilizing and expanding Marubeni’s platform, combining a wide variety of internaland external expertise⚫

Pursue platform-type businesses that provide synergies and long-term growth“Improving Profitability”
Through implementing ROIC*2/CROIC*3/RORA*4 to monitor capital efficiency and risk/return ratio,
the Corporation improves in ROE through better asset quality.
*2 Return on Invested Capital*3 Cash Return on Invested Capital*4 Return on Risk Asset“Marubeni Group HR Strategy”
Promoting the growth and success of the Marubeni Group’s human capital, the critical source of ourcorporate value.
⚫

Mission-oriented HR System: Merit-based and encourages a challenge mindset⚫

Developing and Empowering Diversified Human Capital: Optimization of the working environmentand strengthening HR development

49

⚫

Talent Management Committee: Promotion of HR strategy led by core members of the executive
team (CEO, CHRO, CSO, and CAO)

For more on human capital investment, please also refer to the Supplementary Principles 2.4.1 and 3.1.3.
“Financial Targets”
Financial Target in GC2024 is as below and pursuing long-term growth of corporate value.
⚫

Consolidated net profit (FY2024): JPY400.0bn⚫

Core operating CF (Three-year cumulative): JPY 1,300.0bn⚫

ROE: 15% (Net DE ratio of around 0.7-0.8 times)“Capital Allocation Policy”
While working to strengthen and enhance our financial foundation, the focus will be on Growth andShareholder Returns.
⚫

Maximizing Core operating CF⚫

Maintaining positive FCF after shareholder distributions (Three-year cumulative FCF, excluding
effects from changes in working capital)

Capital Allocation for each Horizon (Horizon 1: Improvement of existing businesses, Horizon 2: Pursuitof strategies in existing business domains, Horizon 3: New business models and unapproached businessdomains) is as below.

“Shareholder Returns Policy”“Basic Policy of Dividends”
Paying a stable dividend over the long term and increasing dividends in response to medium- andlong-term profit growth.
“Shareholder Returns for GC2024”Progressive dividend policy: floor set at 90 yen per share as an annual dividend.

Conduct flexible share buybacks targeting a total payout ratio of around 30%-35%.

50

For the progress of the Mid-Term Management Strategy “GC2024,” please refer to the IR Materials.
<IR Materials>
https://www.marubeni.com/en/ir/reports/appendix/
In addition to the above, in its Integrated Report 2023, the Corporation discloses its “Action to Implement
Management that is Conscious of Cost of Capital and Stock Price” as “Initiatives for More Sustainable Value
Creation.” Please also refer to the Corporation’s Mid-Term Management Strategy “GC2024,” IR Materials,
and annual securities report (Japanese only).
<Integrated Report 2023> (“Initiatives for More Sustainable Value Creation,” page 52-)
https://www.marubeni.com/en/ir/reports/integrated_report/

Supplementary Principles 5.2.1
In formulating and announcing business strategies, etc., companies should clearly present the basic
policy regarding the business portfolio decided by the board and the status of the review of such
portfolio.
In the Mid-Term Management Strategy “GC2024,” the Corporation sets the basic policy of“strengthening current business domains and exploring new business models” and “expanding ‘Greenbusiness’ and ‘Greening’ in all business domains”, with these multi-layered approaches leading to“Growth” to enhance corporate value.
As a basic approach that applies commonly across all business models of the Marubeni Group, the51Group will proceed to work on maximizing the value of the group-wide business portfolio through arigorous selection of new investments on the basis of SPP, which was newly developed in GC2021, as
well as by enhancing existing businesses and accelerating divestment and asset recycling.
In its decision-making process regarding new investments, which should naturally be in line with its
approach pursuant to Business Policies SPP, the Corporation will make a final decision only after itreaches a deeper level of understanding of the business model of the prospective deal and ample time isspent to engage in discussions as to: how and by what strategy the Corporation should go about improving
the business's value, taking advantage of its strengths; what action should be taken to address external
circumstances and industry prospects as are comprehended by conducting an analysis and; how to stepup governance over the business administration after the investment is done.
With respect to asset recycling, the Corporation takes the same approach and will perform asset
replacement accordingly, as part of its efforts aimed at enhancement and betterment of its existing
businesses at large. As processes to follow after the investment are significant for the purpose of achieving
strategic growth, the Corporation checks the capital efficiency and risk/return ratio by means of regularmonitoring by implementing ROIC/CROIC/RORA, and improves in ROE through better asset quality.
Each time there is a change to any condition assumed when the investment was made, the Corporation
reshapes the strategy. Any project that is in good shape for the time being but is deemed to have alreadypassed its peak, or is found to lack in significance for strategic purposes, will be subjected to asset
recycling.

52