Corporate Governance Report
Last Update: June 21, 2024
President and CEO Masumi Kakinoki
Marubeni Corporation
Contact: Planning Section, Corporate Planning & Strategy Department+81 3-3282-4210
Securities Code: 8002
https://www.marubeni.com/en/
The corporate governance of Marubeni Corporation (the “Corporation” or “Marubeni”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information

1. Basic Views
The officers and employees of the Marubeni Group shall comply with laws, regulations and internal rules inaccordance with the spirit grounded in the Corporation’s Company Creed of “Fairness, Innovation, and Harmony”
as well as the Marubeni Corporate Principles and engage in corporate activities conforming to business ethics andthe Marubeni Management Philosophy while endeavoring to enhance corporate governance. Further, theCorporation’s Board of Directors resolved on the Basic Internal Control Policy regarding the system, etc. forensuring that the execution of duties by the Directors comply with laws, regulations and the articles of incorporation,
an overview of which is described in Ⅳ.1 Basic Views on Internal Control System and the Progress of System
Development in this report.

1- Company Creed and Marubeni Management Philosophy
Company Creed: Fairness (To be fair and bright)
Innovation (To be active and innovative)
Harmony (To respect each other and cooperate)
Marubeni Management Philosophy:“In accordance with the spirit grounded in ‘Fairness, Innovation and Harmony,’ the Marubeni Group is proudlycommitted to social and economic development and safeguarding the global environment by conducting fair andupright corporate activities.”1

2- Marubeni Corporate Principles
The Corporation, as a business enterprise, will actively pursue its business interests through the exercise of fair andlawful competition. As a company, the Corporation will also continue to play its part in the growth of the global
economy, while always striving to enrich the society within which it operates. In order to achieve these goals, theCorporation is committed to the following six basic principles of business:(a) Conduct Fair and Open Business Activities
Comply with laws and promote fair transactions.
Maintain sound relationship with the politics and administration in Japan and abroad and ensure sales activities infree competition.
Take a firm stand against antisocial activities and forces.
(b) Develop a Globally Connected Company
Respect the culture of all countries and regions and contribute to the prosperity of local economies through businessactivities.
Aim for development that is in harmony with the local communities through a management system that is accepted
globally.
(c) Create New Value Through Business Vision
In addition to responding to changes in markets and industries, create changes ourselves and offer new products andservices to markets and customers.
Always take on new challenges without being constrained by existing practices or frameworks.
(d) Respect and Encourage Individuality and Originality
Foster a free and vibrant corporate culture that respects the individuality of each person and allows them to fully
demonstrate their originality.
Act proactively, under self-management, to achieve goals.
(e) Promote Good Corporate Governance
Proactively disclose information to the shareholders and society and improve the transparency of management.
Respect proposals related to improvement, etc. of management and aim for a management that is open to theshareholders and society.
(f) Safeguard Ecological and Cultural Diversity
Recognize the responsibility as a corporate citizen in international society and engage positively in social
contribution activities.
Pay attention to environmental problems to pass on a sound global environment to the future generations.

3- Stakeholders
The Marubeni Group conducts business with the support of various stakeholders throughout the world. The
Marubeni Group recognizes the importance of diligently listening to the opinions of stakeholders, and working
together to move forward, based on an understanding of stakeholder interests and concerns, as well as the impact of
the Marubeni Group’s activities on society and the environment. The Marubeni Group’s concept of each stakeholder
is as follows:2(a) Customers and Business Partners
The Marubeni Group aims to become a company that can be trusted and relied upon by its customers and business
partners. The Marubeni Group will develop and offer socially useful products and services, by giving fullconsideration to safety and striving at all times to improve the satisfaction and earn the trust of its customers andbusiness partners through conducting sincere and honorable business practices.
(b) Shareholders and Investors
The Marubeni Group is dedicated to meeting shareholders’ expectations. The Marubeni Group strives thus toenhance its corporate value by responding to changes in the business environment and maintaining stableprofitability. In addition, the Marubeni Group works to boost corporate value from social and environmental
perspectives, and also disclose pertinent information in a fair and timely manner.
(c) Local Community
The Marubeni Group aims to become a valued member of the local communities where it practices business, and tocontribute to the creation of robust local districts through improvement of living standards, creation of job
opportunities for the local community, including youth, and offering employment incorporating diversity andinclusion, being aware of gender and disabilities.
Overseas, the Marubeni Group respects local laws, cultures, and customs, and strives to operate its businesses in a
way that contributes to local development. Furthermore, the Marubeni Group is ﬁrmly opposed to antisocial forcesand groups that threaten the order and safety of society.
(d) Employees
The Marubeni Group shall respect the individual values and life goals of each and every employee. The MarubeniGroup also works to eliminate all forms of discrimination and foster an atmosphere that is pleasant for all.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Corporation is implementing all the principles of the Corporate Governance Code dated June 11, 2021,
including principles for the Prime Market, based on the above-mentioned basic concepts.

[Disclosure Based on the Principles of the Corporate Governance Code]
Please refer to the Corporation’s status of initiatives and policies related to all the 83 principles that make up the
Basic Principles, Principles, and Supplementary Principles and include disclosure items based on the principles of
the Corporate Governance Code dated June 11, 2021, including principles for the Prime Market. This information
is attached to this report and is posted on the Corporation’s website.
https://www.marubeni.com/en/company/governance/<Action to Implement Management that is Conscious of Cost of Capital and Stock Price>
For “Action to Implement Management that is Conscious of Cost of Capital and Stock Price,” please refer to
Principle 5.2 in the document attached to this report.

3

<Dialogue with Shareholders>
For “Dialogue with Shareholders,” please refer to III.2. IR Activities of this report and the Corporation’s policy forconstructive dialogues with shareholders described in Principle 5.1 and Supplementary Principles 5.1.1 and 5.1.2
in the document attached to this report. Furthermore, in the “IR Activities” section of the Integrated Report 2023,
the Corporation discloses information on past meetings for investors and securities analysts, the main interests andcontents of the dialogues, the cases where the Corporation reflects on their views and external evaluation of its
management strategy, capital allocation, etc.
https://www.marubeni.com/en/ir/reports/integrated_report/

4

2. Capital Structure
Foreign Shareholding Ratio

More than 30%[Status of Major Shareholders]Name / Company Name

Number of Shares Owned

The Master Trust Bank of Japan, Ltd. (Trust account)
BNYM AS AGT/CLTS 10 PERCENT
Custody Bank of Japan, Ltd. (Trust account)
Meiji Yasuda Life Insurance Company
Mizuho Bank, Ltd.
STATE STREET BANK WEST CLIENT-TREATY 505234
JPMorgan Securities Japan Co., Ltd.
Nippon Life Insurance Company
JP MORGAN CHASE BANK 385632
Sompo Japan Insurance Inc.
Controlling Shareholder (except for Parent
Company)
Parent Company

264,686,600
162,554,078
89,430,500
37,636,918
30,000,000
29,579,703
25,895,096
23,400,585
22,919,999
22,500,000―
None

Supplementary Explanation
The [Status of Major Shareholders] sets forth the information as of March 31, 2024.
As of the date of this report, the following Reports of Possession of Large Volume was submitted:
•

•
•
•

Name of Shareholder:(1) Nomura Securities Co.,Ltd.
(2) NOMURA INTERNATIONAL PLC(3) Nomura Asset Management Co., Ltd.
Date of the Changes: March 29, 2024
Number of Shares Owned: 84,044,701（(1) 3,334,323, (2) 360,378, (3) 80,350,000）)
Percentage: 5.01%（(1) 0.20%, (2) 0.02%, (3) 4.79%）)

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Prime

Fiscal Year-End

MarchType of Business

Wholesale Trade

Number of Employees (consolidated) as of the
End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year

More than 1000
More than ¥1 trillion
More than 300

5Percentage
(%)
15.81
9.71
5.34
2.25
1.79
1.77
1.55
1.40
1.37
1.34

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder――

5. Other Special Circumstances which may have Material Impact on Corporate Governance<Approach to and Policy on Group Management>
The Corporation has many group companies that span a wide variety of businesses across the globe. As such,
the Corporation respects the autonomy of these group companies and entrusts their senior management withbusiness execution, while also remaining responsible for the business management and monitoring of them asshareholder and business owner, and striving for sustainable growth as well as the improvement and optimizationof corporate value for the entire Marubeni Group. Furthermore, the group companies are also responsible for
executing management, based on the policies, strategies, and goals of the Marubeni Group, that will contributeto achieving sustainable growth as well as improving and optimizing corporate value.
For the basic approach to the Corporation’s business portfolio strategy, please refer to Supplementary Principles
5.2.1 in the document attached to this report.

<Measures to Ensure Effectiveness of Governance Framework for Group Companies>
The Corporation (i) shares and disseminates Marubeni Group management policy, (ii) builds and strengthensgroup governance through the clarification of the abovementioned responsibilities, and (iii) maintains and plansthe codification of necessary systems, policies and rules. To this end, the Corporation established and adopted
the “Marubeni Group Governance Policy” in April 2017, mainly for consolidated subsidiaries, and is advancing
the dissemination and credentials of group governance.
Examples of the Corporation’s specific measures to ensure effectiveness of governance framework for groupcompanies:•

As a shareholder, the Corporation participates in the decision-making process of group companies by
exercising voting rights at shareholders’ meetings and expressing opinions when they seek the
Corporation’s insights. Since the Corporation places great importance on constructive dialogue with thegroup companies, particularly through their Board of Directors, the Corporation adheres to a principle ofdispatching more than half of the directors for consolidated subsidiaries. In addition, to provide guidance,
supervision, and advice to the overseas consolidated subsidiaries, the Corporation requires each Regional
CEO to assign at least one part-time officer to the overseas group companies within their respective regions.

•

As part of the “Basic Internal Control Policy,” the Board of Directors of the Corporation has resolved toestablish a system necessary to ensure the appropriateness of operations by a corporate group (subsidiarymanagement system) and a system necessary to ensure effective audits by Audit & Supervisory Board
Members (system of audits by the Audit & Supervisory Board). In order to enhance these systems, the6Corporation entered into confirmation letters with domestic and overseas subsidiaries, obligating them thefollowing:(i)to report to the Corporation circumstances which will lead to significant losses or damages,
circumstances which will lead to a significant violation of any law or regulation, and circumstances
which have the possibility to significantly impact the reputation or management;(ii) in advance of its decision-making on “important matters,” to obtain the Corporation’s opinion
thereon; and(iii) to secure and guarantee that it will not dismiss or take any other action disadvantageous to any director,
officer, employee, or any person that has received a report from any of the foregoing persons, due tosuch person’s (a) report, or cooperation with any investigation, of any violation of any internal rules,
any law or regulation, or (b) report to, or cooperation with any investigation of, the Corporation’s
auditor.

For the system necessary to ensure the appropriateness of operations by a corporate group, please refer to
Ⅳ.1 Basic Views on Internal Control System and the Progress of System Development in this report.
•

The group companies have developed a compliance structure suited to their respective businesscharacteristics, as is the case with overseas subsidiaries, which have developed a compliance structure
appropriate to laws and regulations, business customs, etc. of the respective countries and regions. The
Corporation has regular audits and monitoring practices in place, including those for bribery prevention
management and security export control purposes, to check whether there are any inadequacies in thecompliance structures in the Marubeni Group.

<Policy on Ownership of Listed Subsidiaries/Listed Affiliates>
The Corporation decides whether it should own a listed subsidiary or listed affiliate after careful consideration,
taking into account if doing so would enhance the corporate value of that listed subsidiary or listed affiliate, as
well as the corporate value of the entire Marubeni Group. With respect to the governance of the listed subsidiaries
and listed affiliates, the Corporation will ensure their independence so as to avoid any conflict of interest between
the Corporation and the minority shareholders of the listed subsidiaries and the listed affiliates. As such, theCorporation does not apply the “Marubeni Group Governance Policy” to the listed subsidiaries and the listed
affiliates. At the same time, as a parent company and shareholder, the Corporation will provide necessary advice
and support on the internal control systems of the listed subsidiaries and listed affiliates, with sufficient attention
to their independence.

As of the end of March 2024, the Corporation does not own any listed subsidiary. The Corporation, however,owns the following listed affiliates (*1):(*1 Except for GameWith, Inc., this section shows the listed affiliates directly owned by the Corporation)

7

•

GameWith, Inc. (Tokyo Stock Exchange Standard Market; Media business, including provision of gamerelated information)
Through our consolidated subsidiary, Arteria Networks Corporation (in which the Corporation has a 66.66%
ownership stake, “Arteria”), the Corporation owns GameWith Inc. (“GameWith”) as a listed affiliate, withthe aim to expand Arteria’s D2C business, including communication services, by enhancing its relationshipwith GameWith.
As of the end of March 2024, the ratio of Arteria’s voting rights in GameWith as a shareholder is 20.76%.
Also, one of Arteria’s officers/employees concurrently serves as a director of GameWith. The person,
however, was elected as a candidate for director based on their expertise and experience, in accordance withthe corporate governance structure of GameWith, and was appointed at its shareholders’ meeting. It is afundamental policy of Arteria to respect the independence of GameWith in its business operations.
Given the above, the Corporation does not have any direct or indirect controlling influence over GameWith
that could impair its independence and thus does not apply group management to GameWith.
The Corporation has no business relationship with GameWith.

•

Toyo Sugar Refining Co., Ltd. (Tokyo Stock Exchange Standard Market; Refining and sale of sugar, andmanufacture and sale of functional ingredients)
The Corporation owns Toyo Sugar Refining Co., Ltd. (“Toyo Sugar Refining”) as a listed affiliate with theaim to maintain and strengthen its and its group companies’ business relationship with Toyo Sugar Refining
in transactions of sugar and related products.
As of the end of March 2024, the ratio of the Corporation’s voting rights in Toyo Sugar Refining as ashareholder is 39.26%. Also, two of the Corporation’s officers/employees concurrently serve as directorsof Toyo Sugar Refining, and one former officer/employee of the Corporation has been appointed as its
director. However, they were elected as candidates for directors based on their expertise and experience, in
accordance with the corporate governance structure of Toyo Sugar Refining, and were appointed at its
shareholders’ meeting. It is a fundamental policy of the Corporation to respect the independence of Toyo
Sugar Refining in its business operations.
Given the above, the Corporation does not have any controlling influence over Toyo Sugar Refining that
could impair its independence and thus does not apply group management to Toyo Sugar Refining.
In the transactions of sugar and related products, the Corporation/its group companies and Toyo Sugar
Refining independently negotiate and decide prices, volumes, and other terms and conditions.

•Marubeni Construction Material Lease Co., Ltd. (Tokyo Stock Exchange Standard Market; Leasing, salesof steel for temporary construction and related construction work)
The Corporation owns Marubeni Construction Material Lease Co., Ltd. (“Marubeni Construction Material
Lease”) as a listed affiliate. As of the end of March 2024, the ratio of the Corporation’s voting rights in
Marubeni Construction Material Lease as a shareholder is 37.03%. Also, one of the Corporation’s

8officers/employees concurrently serves as a director of Marubeni Construction Material Lease and one
former officer/employee of the Corporation has been appointed as its director. However, they were elected
as candidates for directors based on their expertise and experience, in accordance with the corporate
governance structure of Marubeni Construction Material Lease, and were appointed at its shareholders’meeting. It is a fundamental policy of the Corporation to respect the independence of Marubeni
Construction Material Lease in its business operations. Furthermore, on March 31, 2005, the Corporationand Marubeni Construction Material Lease entered into a memorandum, agreeing that Marubeni
Construction Material Lease may make its decision-making without the need for any prior approval of orreporting to the Corporation.
Given the above, the Corporation does not have any controlling influence over Marubeni Construction
Material Lease that could impair its independence and thus does not apply group management to Marubeni
Construction Material Lease.
The Corporation has no business transactions with Marubeni Construction Material Lease.
•

Katakura & Co-op Agri Corporation (Tokyo Stock Exchange Standard Market; Manufacture and sale offertilizers, feedstuff, and others)
The Corporation owns Katakura & Co-op Agri Corporation (“Katakura & Co-op Agri”) as a listed affiliate
with the aim to maintain and strengthen its and its group companies’ business relationship with Katakura& Co-op Agri in transactions of fertilizers, etc.
As of the end of March 2024, the Corporation is not the largest shareholder of Katakura & Co-op Agri, andthe ratio of the Corporation’s voting rights in Katakura & Co-op Agri as a shareholder is 22.85%. Also, oneof the Corporation’s officers/employees concurrently serves as a director of Katakura & Co-op Agri andone former officer/employee of the Corporation has been appointed as its director. However, they were
elected as candidates for directors based on their expertise and experience, in accordance with the corporate
governance structure of Katakura & Co-op Agri, and were appointed at its shareholders’ meeting. It is afundamental policy of the Corporation to respect the independence of Katakura & Co-op Agri in its business
operations.
Given the above, the Corporation does not have any controlling influence over Katakura & Co-op Agri that
could impair its independence and thus does not apply group management to Katakura & Co-op Agri.
In the transactions of fertilizers, etc., the Corporation/its group companies and Katakura & Co-op Agriindependently negotiate and decide prices, volumes, and other terms and conditions.

•

S Foods Inc. (Tokyo Stock Exchange Prime Market; Wholesaling, manufacturing, retailing and foodserviceof meat-related foods products)
The Corporation owns S Foods Inc. (“S Foods”) as a listed affiliate with the aim to maintain and strengthen
its and its group companies’ business relationship with S Foods in transactions of imported meats, etc.
As of the end of March 2024, the ratio of the Corporation’s voting rights in S Foods as a shareholder is15.30%. Also, one of the Corporation’s officers/employees concurrently serves as a director of S Foods.

9The person, however, was elected as candidate for a director based on their expertise and experience, in
accordance with the corporate governance structure of S Foods, and was appointed at its shareholders’meeting. It is a fundamental policy of the Corporation to respect the independence of S Foods in its business
operations.
Given the above, the Corporation does not have any controlling influence over S Foods that could impair
its independence and thus does not apply group management to S Foods.
In the transactions of imported meats, etc., the Corporation/its group companies and S Foods independently
negotiate and decide prices, volumes, and other terms and conditions.
•

The Nisshin OilliO Group, Ltd. (Tokyo Stock Exchange Prime Market; Oils and fats, processed foods andmaterials, fine chemicals, etc.)
The Corporation owns The Nisshin OilliO Group, Ltd. (“Nisshin OilliO”) as a listed affiliate with the aim
to maintain and strengthen its and its group companies’ business transactions with Nisshin OilliO intransactions of oils and fats, etc.
As of the end of March 2024, the ratio of the Corporation’s voting rights in Nisshin OilliO is about 15.96%.
Also, one former officer/employee of the Corporation has been appointed as a director of Nisshin OilliO.
The person, however, was elected as a candidate for director based on their expertise and experience, in
accordance with the corporate governance structure of Nisshin OilliO, and was appointed at its shareholders’meeting. It is a fundamental policy of the Corporation to respect the independence of Nisshin OilliO in its
business operations.
Given the above, the Corporation does not have any controlling influence over Nisshin OilliO that could
impair its independence and thus does not apply group management to Nisshin OilliO.
In the transactions of oils and fats, etc., the Corporation/its group companies and Nisshin OilliO
independently negotiate and decide prices, volumes, and other terms and conditions.

As mentioned above, the Corporation does not apply group management to the aforementioned listed affiliates
and does not have any influence or controlling rights over these listed affiliates that could impair their
independence. As such, the Corporation believes there is little concern about risk of conflicts of interest between
the Corporation and the minority shareholders of these listed affiliates.

In addition to the aforementioned listed affiliates, on June 18, 2024, the Corporation made Mizuho Leasing
Company Limited (Tokyo Stock Exchange Prime Market) an equity method affiliate. For details, please refer tothe timely disclosure “Announcement Regarding Execution of Capital and Business Alliance Agreement by
Marubeni Corporation and Mizuho Leasing Company, Limited” on May 14, 2024.

10

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form

Company with auditors[Directors]
Maximum Number of Directors Stipulated in

No upper limit has been set forth.

Articles of Incorporation
Term of Office Stipulated in Articles of

1 year

Incorporation
Chairperson of the Board

Chairperson (except when also serving as President)

Number of Directors

10

Appointment of Outside Directors

Appointed

Number of Outside Directors

6

Number of Independent Directors

6Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

Yuri Okina
From another company
Masato Kitera
Other
Shigeki Ishizuka
From another company△
Hisayoshi Ando
Other○
Mutsuko Hatano
Other○
Soichiro Minami
From another company○* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the pasta. Executive of the company or its subsidiaries
b. Non-executive director or executive of a parent company of the company
c. Executive of a fellow subsidiary company of the company
d. A party whose major client or supplier is the company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the company besides compensation as a director/Audit & Supervisory Board Members
g. Major shareholder of the company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the company (which does not correspond to any of d, e, or f)(the director themself only)
i. Executive of a company, between which and the company outside directors/ Audit & Supervisory Board
Members are mutually appointed (the director themself only)11

j. Executive of a company or organization that receives a donation from the company (the director themself
only)
k. Others
Outside Directors’ Relationship with the Company (2)Name

Yuri Okina

MasatoKiteraDesignationas
Independent
Director

Supplementary
Explanation of
the Relationship

Yes

Not applicableYes

Not applicable

Reasons of Appointment
Ms. Okina has profound insight about economic andfinancial matters cultivated through her many years of
research at a research institute. She also has
experience as an outside officer at various companies,
and experience based on extensive activities as amember of government committees, such as theIndustrial Structure Council and the Financial System
Council, and the chairperson of the Government’s Tax
Commission. She vigorously stated opinions at
meetings of the Board of Directors from a specialist
and multifaceted viewpoint. As an Outside Director of
the Corporation, she has been providing advice tomanagement and appropriately supervising businessexecution. Additionally, as the chairperson of theNomination Committee, she led discussion in order toenhance soundness, transparency, and effectiveness of
the Corporation’s management.
Because she is expected to continue to fulfill the rolestated above and in view of the recommendation by
the Nomination Committee, the Board of Directors
decided to reappoint her as a candidate for Outside
Director, and then she was appointed as an Outside
Director by resolution of the General Meeting of
Shareholders.
No personal, capital or transaction relationships
between Ms. Okina and the Corporation existed in thepast or exist currently, and she satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation” (asset forth on II.3). Hence, the Corporation has
appointed her as an Independent Director stipulatedby Tokyo Stock Exchange, Inc., which is the financial
instruments exchange on which the Corporation’s
stock is listed, and notified the said exchange of suchdesignation.
Mr. Kitera served in key positions in the government,
mainly in the Ministry of Foreign Affairs. He has awealth of international experience and profoundinsight concerning international affairs cultivatedthrough his involvement in diplomacy. He also has indepth understanding and abundant experience related
to diversity, which is indispensable in management of
the Corporation. He vigorously stated opinions at
meetings of the Board of Directors from objective andspecialist perspectives in light of the drastically12

Shigeki
Ishizuka

Yes

Mr. Ishizuka was an
executive of SonyGroup
Corporation(formerSony
Corporation), former
Sony Imaging Products& Solutions Inc. andformerSony
Electronics Corporation(now integrated into thecurrent
Sony
Corporation).
There
were no transactions
between each one ofthese companies and the
Corporation during thethree business years
from
FY2020to
FY2022.

13changing world situation. As an Outside Director of
the Corporation, he has been providing advice tomanagement and appropriately supervising businessexecution. Additionally, he has been proactively
expressing his opinions as a Governance andRemuneration Committee member in order toenhance soundness, transparency, and effectiveness of
the Corporation’s management.
Because he is expected to continue to fulfill the rolestated above and in view of the recommendation by
the Nomination Committee, the Board of Directors
decided to reappoint him as a candidate for Outside
Director, and then he was appointed as an Outside
Director by resolution of the General Meeting of
Shareholders.
No personal, capital or transaction relationships
between Mr. Kitera and the Corporation existed in thepast or exist currently, and he satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation” (asset forth on II.3). Hence, the Corporation has
appointed him as an Independent Director stipulatedby Tokyo Stock Exchange, Inc., which is the financial
instruments exchange on which the Corporation’s
stock is listed, and notified the said exchange of suchdesignation.
Mr. Ishizuka has profound insight cultivated throughhis involvement in corporate management at aninternational company. As he has a background as atechnology and development engineer, he has indepth understanding and experience in the digital andIT fields, which are indispensable in management of
the Corporation. He vigorously stated opinions at
meetings of the Board of Directors from objective andspecialist perspectives in light of the drasticallychanging world situation. As an Outside Director of
the Corporation, he has been providing advice tomanagement and appropriately supervising businessexecution. Additionally, he has been proactively
expressing his opinions as a Nomination Committee
member in order to enhance soundness, transparency,
and effectiveness of the Corporation’s management.
Because he is expected to continue to fulfill the rolestated above and in view of the recommendation by
the Nomination Committee, the Board of Directors
decided to reappoint him as a candidate for Outside
Director, and then he was appointed as an Outside
Director by resolution of the General Meeting of
Shareholders.
No personal, capital or transaction relationships
between Mr. Ishizuka and the Corporation result in
conflicts of interest that could harm the interests of thegeneral shareholders, and he satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation” (asHisayoshi
AndoMutsukoHatanoYes

Mr. Ando is an
executive of Tokyo
Small and Medium
Business Investment &Consultation Co., Ltd.
There has been notransactions
betweenthe company and the
Corporation.

Yes

Ms. Hatano is Senior
Aide to the President
and Professor at the
Department
ofElectricalandElectronic Engineering,
School of Engineeringof Tokyo Institute ofTechnology. There wereno transactions between
the institute and the
Corporation during thethree fiscal years fromFY2020 to FY2022.
In addition, Ms. Hatano
was
Representative
Director and Presidentof the Japan Society of

14

set forth on II.3). Hence, the Corporation has
appointed him as an Independent Director stipulatedby Tokyo Stock Exchange, Inc., which is the financial
instruments exchange on which the Corporation’s
stock is listed, and notified the said exchange of suchdesignation.
Mr. Ando served in key positions in the governmentand has profound insight about economic, industrial,and political trends in Japan and overseas. He
vigorously stated opinions at meetings of the Board of
Directors from objective and specialist perspectives inlight of the drastically changing world situation. As an
Outside Director of the Corporation, he has been
providing advice to management and appropriately
supervising business execution. Additionally, he has
been proactively expressing his opinions as a
Governance and Remuneration Committee member inorder to enhance soundness, transparency, andeffectiveness of the Corporation’s management.
Because he is expected to continue to fulfill the rolestated above and in view of the recommendation by
the Nomination Committee, the Board of Directors
decided to reappoint him as a candidate for Outside
Director, and then he was appointed as an Outside
Director by resolution of the General Meeting of
Shareholders.
No personal, capital or transaction relationships
between Mr. Ando and the Corporation result in
conflicts of interest that could harm the interests of thegeneral shareholders, and he satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation” (asset forth on II.3). Hence, the Corporation has
appointed him as an Independent Director stipulatedby Tokyo Stock Exchange, Inc., which is the financial
instruments exchange on which the Corporation’s
stock is listed, and notified the said exchange of suchdesignation.
After having been engaged in research anddevelopment at a large manufacturer, Ms. Hatano has
been working on quantum-related research as
Professor at the Department of Electrical andElectronic Engineering, School of Engineering of aleading university in Japan, while having also served
as the chairperson of the Board of Directors as
Outside Director of a global company. Accordingly,
she has profound insight into the areas of science,technology, and corporate governance, which areessential to the management of the Corporation. She
vigorously stated opinions at meetings of the Board of
Directors from objective and specialist perspectives inlight of the drastically changing world situation. As an
Outside Director of the Corporation, she has been
providing advice to management and appropriately
supervising business execution. Additionally, she has
been proactively expressing her opinions as a

Applied Physics. There
has been no transactions
betweentheorganization and the
Corporation.

Soichiro
MinamiYes

Mr. Minami is an
executive of Stanby,
Inc. and Visional, Inc.
There has been notransactions
betweenthese companies and the
Corporation.
In addition, Mr. Minami
was an executive of
BizReach Inc. andformer LUXA, Inc.
(Currently,auCommerce & Life,
Inc.). There is atransaction relationshipbetween BizReach, Inc.
and the Corporation,
including outsourcing
from the Corporation to
BizReach. Net sales of
BizReachtotheCorporation for thethree business years
from
FY2020to
FY2022 accounted for
0.0001%oftheconsolidated revenue of
the Corporation during
the said three-year
period,which
isinsignificant, whereas
there were no net salesof the Corporation to
BizReach during the15

Nomination Committee member in order to enhancesoundness, transparency, and effectiveness of the
Corporation’s management.
Because she is expected to continue to fulfill the rolestated above and in view of the recommendation by
the Nomination Committee, the Board of Directors
decided to reappoint her as a candidate for Outside
Director, and then she was appointed as an Outside
Director by resolution of the General Meeting of
Shareholders.
No personal, capital or transaction relationships
between Ms. Hatano and the Corporation result in
conflicts of interest that could harm the interests of thegeneral shareholders, and she satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/Audit &Supervisory Board Members of the Corporation” (asset forth on II.3). Hence, the Corporation has
appointed her as an Independent Director stipulatedby Tokyo Stock Exchange, Inc., which is the financial
instruments exchange on which the Corporation’s
stock is listed, and notified the said exchange of suchdesignation.
After having worked for a foreign securities company,
Mr. Minami engaged in starting up a new professional
baseball team, opening and launching a major
membership job changing site in 2007, and has been
serving as Representative and CEO of its holding
company since 2020. He has demonstrated excellent
management skills as the top management for a longtime, including starting up, expanding anddiversifying business, and leading the transition to agroup management structure after having put it on a
growth path. He is expected to provide advice to the
Corporation’s management and proper supervision of
the execution of duties appropriately from a practicalperspective since he has expertise in human resources
strategy and DX promotion, which are essential forthe growth of the Corporation, in addition to a wealthof experience and achievements in the overallmanagement from starting up and growing a company
by himself. Therefore, in view of the recommendationby the Nomination Committee, the Board of Directors
decided to appoint him as a new candidate for Outside
Director, and then he was appointed as an Outside
Director by resolution of the General Meeting of
Shareholders.
No personal, capital or transaction relationships
between Mr. Minami and the Corporation result in
conflicts of interest that could harm the interests of thegeneral shareholders, and he satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/Audit &Supervisory Board Members of the Corporation” (asset forth on II.3). Hence, the Corporation appointed
him as an Independent Director stipulated by Tokyo
Stock Exchange, Inc., which is the financial

said three-year period.
There has been notransactions
betweenformer LUXA, Inc.
(Currently,auCommerce & Life, Inc.)and the Corporation.

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

instruments exchange on which the Corporation’s
stock is listed, and notified the said exchange of suchdesignation.

Established

Committee’s Name, Composition, and Attributes of Chairperson

Committee’s Name

Committee
Corresponding
Nomination Committee
Nomination Committee

to Committee
Corresponding
toRemuneration Committee
Governance and Remuneration
Committee
6

All Committee Members

4Full-time Members

1

2

Internal Directors

1

2Outside Directors

32

Outside Experts

0

0

Other

0

2

Chairperson

Outside Director

Outside Director

Supplementary Explanation● A voluntary committee equivalent to the Nomination Committee
・ Nomination Committee (to be convened as necessary): The memberships of the committee are composed so as
to ensure independence, as Independent Outside Directors/Audit & Supervisory Board Members constitute themajority of the members and the committee is chaired by an Independent Outside Director as well. The
Nomination Committee mainly deliberates on proposals regarding the selection of candidates for Director and
Audit & Supervisory Board Member, proposals regarding the selection of the President for the next term, andsuccessor plans formulated and operated by the President (including plans related to necessary qualities andrequirements, successor candidate groups, and training), and reports to the Board of Directors. In FY2023, 10
Committee meetings were held for deliberations regarding candidates of Director and Audit & Supervisory
Board Member and succession plans, etc.
・ Composition of Committee
Chairperson Yuri Okina
Members

Outside Director

Masumi Kakinoki President and CEO, Member of the Board
Shigeki Ishizuka

Outside Director

Mutsuko Hatano

Outside Director

16

● A voluntary committee equivalent to the Remuneration Committee
・ Governance and Remuneration Committee (to be held as necessary): The memberships of the committee arecomposed so as to ensure independence, as Independent Outside Directors/Audit & Supervisory Board Members
constitute the majority of the members and the committee is chaired by an Independent Outside Director as well.
The Governance and Remuneration Committee deliberates on the policy for determining remuneration for
Directors and Executive Officers as well as appropriateness of the level of remuneration, and reports to theBoard of Directors. Furthermore, it deliberates on important matters related to corporate governance andconducts assessments and reviews of the Board of Directors as a whole, including on its structure, operation,etc., and reports thereon to the Board of Directors. In FY2023, 3 Committee meetings were held for deliberations
regarding remuneration for Directors and Executive Officers, review of compensation plans, revision of theStandards and Policies for the Independence of Outside Directors/Audit & Supervisory Board Members of the
Corporation, evaluation of the effectiveness of the Board of Directors, and disclosure of information on
Directors/Audit & Supervisory Board Members (including improvement of the disclosure of their skill matrix).
・ Composition of Committee
Chairperson Hisayoshi Ando
Members

Outside Director

Masumi Kakinoki

President and CEO, Member of the Board

Akira Terakawa

Senior Executive Vice President, Member of the Board

Masato Kitera

Outside Director

Tsuyoshi Yoneda

Outside Audit & Supervisory Board Member

Hiroko Miyazaki

Outside Audit & Supervisory Board Member

・ Committee members falling under “Other” in the committee composition are Outside Audit & Supervisory
Board Members.
[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory
Board Members Stipulated in Articles of

No upper limit has been set forth.

Incorporation
Number of Audit & Supervisory Board Members

5

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit
Departments
The Audit & Supervisory Board Members and the Accounting Auditor exchange information and their opinions
concerning, for instance, audit plans, audit status and results of the Corporation and each of its group companies(including quarterly review), each audit matter (including selection of key audit matters), important aspects of the17

financial results, and trends on accounting audits, etc. at monthly meetings. The Corporation’s Accounting
Auditor for FY2023 was Ernst & Young ShinNihon LLC. The Audit & Supervisory Board Members and the
Audit Department, a department which performs internal audits, exchange opinions at regular meetings (9 times
a year) and implement audit operations through close cooperation. In FY2023, the Audit & Supervisory Board
met 19 times, and all Audit & Supervisory Board Members were present at all meetings of the Audit &Supervisory Board during their terms of office, excluding Mr. Ando, who was absent for one meeting.

Appointment of Outside Members of Audit & Supervisory Board

Appointed

Number of Outside Members of Audit & Supervisory Board

3

Number of Outside Members of Audit & Supervisory Board who are designated as an

3

Independent Audit & Supervisory Board Members
Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

l

m

Tsuyoshi Yoneda

Other
Certified Public
Kana Odawara○
Accountant
Hiroko Miyazaki Lawyer△* Categories for “Relationship with the company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the pasta. Executive of the company or its subsidiaries
b. Non-executive director or accounting advisor of the company or its subsidiaries
c. Non-executive director or executive of a parent company of the company
d. Audit & Supervisory Board Members of a parent company of the company
e. Executive of a fellow subsidiary company of the company
f. A party whose major client or supplier is the company or an executive thereof
g. Major client or supplier of the listed company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the company besides compensation as a director/Audit & Supervisory Board Members
i. Major shareholder of the company (or an executive of the said major shareholder if the shareholder is a legal
entity)j. Executive of a client or supplier company of the company (which does not correspond to any of f, g or h)(the director themself only)
k. Executive of a company, between which and the company outside directors/Audit & Supervisory Board
Members are mutually appointed (the director themself only)
l. Executive of a company or organization that receives a donation from the company (the director themself
only)
m. Others

18

Audit & Supervisory Board Members’ Relationship with the Company (2)Name

Designation as

Supplementary

Independent

Explanation of

Director

the Relationship

Reasons of Appointment
Mr. Yoneda has a wealth of experience serving in
key positions in the government from which hegained profound insight. He also has experience ofserving as an outside officer of another company.
As an Outside Audit & Supervisory Board
Member of the Corporation, he has been
appropriately

supervising

managementfromobjective and specialist perspectives in light of thedrastically changing world situation in order toenhancesoundness,transparency,andeffectiveness of the Corporation’s management.
Additionally, he vigorously stated opinions as a
GovernanceandRemuneration

Committee

member.
In view of the above and the recommendation by
Tsuyoshi
Yonedathe Nomination Committee, the Board of
Yes

Not applicable

Directors decided to reappoint him as a candidate
for Outside Audit & Supervisory Board Member,and then he was appointed as an Outside Auditor
by resolution of the General Meeting of
Shareholders.
No personal, capital or transaction relationships
between Mr. Yoneda and the Corporation existed
in the past or exist currently, and he satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation”(as set forth on II.3). Hence, the Corporation has
appointed him as an Independent Auditor
stipulated by Tokyo Stock Exchange, Inc., whichis the financial instruments exchange on which the
Corporation’s stock is listed, and notified the saidexchanges of such designation .

19

Qualified as a certified public accountant both inJapan and the U.S., Ms. Odawara, after having
been engaged in audits at major accounting firms
in Japan and the U.S., has assumed important
positions including CFO at a Japanese subsidiaryof multiple global companies, and has profoundinsight and a wealth of experiences in the field of
accounting and finance. Currently, she has
assumed the position of representative of a private
officeforcoaching

andconsultation,

demonstrating excellent skills in
Ms.

Kana
OdawaraYes

Odawarathemanagement, including corporate governance,

Representative of Odawara

human resources development and business

Coaching & Consulting.

transformation. Utilizing these experiences and

There

no

insight, she is expected to appropriately fulfill hertransactions between theduties as an Audit & Supervisory Board Member.

institution

theIn view of the recommendation by the Nomination

Corporation. In addition,

Committee, the Board of Directors decided to

she was an executive of

appoint her as a new candidate for Outside Audit

AdeccoJapan.

& Supervisory Board Member, and then she was

There were no transactions

appointed as an Outside Audit & Supervisory

between the company andBoard Member by resolution of the General

the Corporation during theMeeting of Shareholders.

three business years fromNo personal, capital or transaction relationships

FY2020 to FY2022.

between Ms. Odawara and the Corporation result

has

is

corporate

been
and

Group

in conflicts of interest that could harm the interestsof the general shareholders, and she satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/Audit &Supervisory Board Members of the Corporation”(as set forth on II.3). Hence, the Corporation
appointed her as an Independent Auditor stipulatedby Tokyo Stock Exchange, Inc., which is thefinancial instruments exchange on which the
Corporation’s stock is listed, and notified the saidexchange of such designation.
HirokoMiyazakiYes

Ms.

Miyazakiwasan

Qualified as an attorney-at-law both in Japan andexecutive of 3M Japanthe U.S., Ms. Miyazaki, after having worked for20

Limited,

3M

Japan

major law firms in Japan and the U.S., has

Innovation Limited, 3M

assumed the position of the head of the legal

Japan Products Limited,

departments at Japanese subsidiaries of multiple

3M Phoenix Limited, andglobal companies, and therefore has expertise in

KCI.

no

corporate legal affairs. In addition, she has beentransactions between theseengaged in corporate management, including

companies

and

the

having implemented business restructuring andCorporation

duringtheother policies as president of a Japanese subsidiary

three business years fromof a major U.S. chemical and electric material

FY2020 to FY2022.

manufacturer. Utilizing these experiences and

There

were

insight, she is expected to appropriately fulfill her
duties as an Audit & Supervisory Board Member.
In view of the recommendation by the Nomination
Committee, the Board of Directors decided toappoint her as a new candidate for Outside Audit& Supervisory Board Member.
No personal, capital or transaction relationships
between Ms. Miyazaki and the Corporation result
in conflicts of interest that could harm the interestsof the general shareholders, and she satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/Audit &Supervisory Board Members of the Corporation”(as set forth on II.3). Hence, the Corporation
appointed her as an Independent Auditor stipulatedby Tokyo Stock Exchange, Inc., which is thefinancial instruments exchange on which the
Corporation’s stock is listed, and notified the saidexchange of such designation.

[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Directors/Audit &Supervisory Board Members

9

Matters relating to Independent Directors/Audit & Supervisory Board Members
The Corporation appoints all Outside Directors/Audit & Supervisory Board Members who satisfy therequirements for Independent Directors/Audit & Supervisory Board Members as Independent Directors/Audit& Supervisory Board Members.

21[Incentives]
Performance-linked Remuneration / Other

Incentive Policies for Directors
Supplementary Explanation

The Corporation revised the remuneration plan for Directors of the Corporation with the aim of encouraging
management practices that are in line with the vision for the Marubeni Group of the future to create new value
together with our stakeholders, further enhancing linkage with medium- to long-term corporate value, and further
promoting value sharing with our shareholders.

From FY2023, as Performance-based compensation, the Corporation introduced compensation based on
performance evaluation and TSR-linked performance share units with shares transfer restrictions. For the target
persons and overview of the said compensation, please refer to “Overview of the Corporation’s Policy to
Determine the Remuneration And Other Payments for Directors” at the bottom of this report.

Recipients of Stock Options－

Supplementary Explanation[Director Remuneration]
DisclosureofIndividual

Directors’

Remuneration

Selected Directors

Supplementary Explanation(a) For the total of remuneration and other payments for Directors and Audit & Supervisory Board Members in
FY2023, please refer to “Total of Remuneration And Other Payments for Directors and Audit & Supervisory
Board Members in FY2023” at the bottom of this report.
(b) For the individuals to whom the total amount of compensation paid exceeded 100 million yen in FY2023,
please refer to “Total of Remuneration And Other Payments for Directors and Audit & Supervisory Board
Members in FY2023” at the bottom of this report.
Policyon

Determining

Remuneration

Amounts and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The maximum total remuneration shall be determined for all Directors by resolution at a General Meeting of
Shareholders. The Governance and Remuneration Committee chaired by an Outside Director/Audit &Supervisory Board Member, with the majority of its members consisting of Outside Directors/Audit &Supervisory Board Members, deliberates on the policies for compensation decisions and the appropriateness of22

the compensation levels, and provides reports to the Board of Directors. The remuneration amount is determinedby resolution of the Board of Directors.
Please refer to “Overview of the Corporation’s Policy to Determine the Remuneration And Other Payments for
Directors” at the bottom of this report.
[Supporting System for Outside Directors and/or Independent Audit & Supervisory Board Members]
System for supporting Outside Directors: The General Managers of Corporate Planning & Strategy Department
and Legal Department explain all the agenda items for the Board of Directors Meeting in advance, and secretaries
are assigned to support in daily communication, etc. with Outside Directors as in the case with other Directors.
System for supporting Outside Audit & Supervisory Board Members: The General Managers of the Corporate
Planning & Strategy Department and Legal Department explain all the agenda items for the Board of Directors
Meeting in advance, and the Audit & Supervisory Board Member’s Office supports in daily communication, etc.
with the Outside Audit & Supervisory Board Members as in the case with other Audit & Supervisory Board
Members.
[Status of Retired President and CEO, etc.]
Name, etc. of Advisors, Counselors, etc. Who Were Formerly President and CEO, etc.
Name

Title

DutiesWorking form, conditions

Date of retirement as(Full-time,

President, etc.

part-time,

Termcompensation, etc.)
Toru Tsuji

Honorary

None

Part-time, no compensation

March 2008

Corporate(Retirement as

AdvisorChairman of the

Not setBoard)
Nobuo

Honorary

None

Part-time, no compensation

March 2013

KatsumataCorporate(Retirement as

AdvisorChairman of the

Not setBoard)
Teruo Asada

Honorary

None

Part-time, no compensation

March 2019

Corporate(Retirement as

AdvisorChairman of theBoard)

Number of Advisors, Counselors, etc. Who Were
Formerly President and CEO, etc.
Matters relating to Former Presidents and CEOs, etc.

233

Not set•

The Corporation abolished the advisor system on April 1, 2019 by resolution of the meeting of the Board of
Directors on June 22, 2018.

•

The President appoints retired officers of the Corporation as Corporate Advisors. When persons who retired
from the posts of Chairman or President of the Corporation are appointed to the post of Corporate Advisor,
they are titled Honorary Corporate Advisors.

2. Matters Relating to Functions of Business Execution, Auditing, Oversight, Nomination andRemuneration
The details of the organizations of the Corporation are as follows:(a) Board of Directors
The Board of Directors comprises 10 Directors (including 6 Outside Directors; 8 males and 2 females), and makes
decisions regarding management policy and other important matters and supervises the execution of duties byDirectors. To clearly segregate management and execution, in principle, the Chairman of the Board, who does nothave representative rights or the authority for business execution, serves as the chair of Board of Directors Meetings.
(b) Audit & Supervisory Board
The Audit & Supervisory Board comprises 5 Audit & Supervisory Board Members (including 3 Outside Audit &Supervisory Board Members; 3 males and 2 females), and Mr. Toshiaki Kida, a Full-time Audit & Supervisory Board
Member, serves as the chair. The Corporation adopts a corporate audit governance system and each of the Audit &Supervisory Board Members is responsible for overseeing Directors in the execution of their duties by attending
important meetings, such as the Board of Directors Meetings, and by monitoring business activities and financial
conditions in accordance with the auditing policies and plans set by the Audit & Supervisory Board.
(c) Corporate Management Committee
The Corporate Management Committee has been established as an advisory committee for the President, and consistsof 3 Representative Directors including the President, 3 Senior Managing Executive Officers, and 6 Managing
Executive Officers. It deliberates management-related policies and important company-wide matters.
(d) Committee of Chief Operating Officers
The members of the Committee of Chief Operating Officers are the President, alongside Executive Officers and Chief
Operating Officers appointed by the President. They discuss matters pertaining to budgeting, account settlement andfinancial planning as well as other issues related to the execution of business.
(e) Committee of Executive Officers
The Committee of Executive Officers consists of 41 Executive Officers (3 of whom also serve as Director). The
Committee of Executive Officers communicates management information and gives reports on matters that affectbusiness execution such as financial performance and the results of internal audits.
Further, the Corporation has established various committees as the organization directly under the President for
dealing with important matters related to business execution and internal control, etc. The main committees and theirroles are as follows:24

・Investment and Credit Committee (in principle, weekly; 24 times in FY2023)
The Investment and Credit Committee discusses projects subject to the internal approval (“Ringi”) system. The
Chairman of the Investment and Credit Committee makes decisions on proposals to be submitted to the Corporate
Management Committee through discussions at the Investment and Credit Committee.
・Compliance Committee (in principle, 4 times a year, and as needed; 4 times in FY2023)
The Compliance Committee provides enlightenment activities such as training as well as establishment, maintenanceand management of the compliance system of the Marubeni Group.
・Sustainability Management Committee (in principle, once a year, and as needed; 4 times in FY2023)
The Sustainability Management Committee deals with the identification and periodic review of “Materiality” whichtakes into account the ESG (environmental value, social value and governance) point of view as it pertains to businessfields as a whole and also deliberates matters related to sustainability, including ESG support, and reports on this to
the Board of Directors.
・Internal Control Committee (as needed; 2 times in FY2023)
The Internal Control Committee confirms and reviews status of formulation and operation of basic internal control
policy in accordance with the Companies Act, drafts their revision proposals, develops and operates system andevaluates effectiveness regarding financial reporting in accordance with the Financial Instruments and Exchange Act
and prepares internal control report drafts.
・Disclosure Committee (as needed; 8 times in FY2023)
The Disclosure Committee formulates principles and basic policy drafts regarding disclosure, establishes andimproves the internal system regarding statutory disclosure and timely disclosure, and judges significance andappropriateness regarding statutory disclosure and timely disclosure.
Moreover, the status of holding the Corporation’s organization and committee meetings in FY2023 is as follows: inthe said fiscal year, the Board of Directors met 15 times to make decisions regarding execution of duties by the
Corporation and all members of the Board of Directors were present at all meetings during their terms of office,excluding Mr. Yoneda, who was absent for one meeting. At the same time, the Board of Directors received reports
regularly from Directors to supervise their execution of duties. In FY2023, the Board of Directors mainly deliberated
as below:-

Review of the Mid-Term Management Strategy “GC2024,” “Green Strategy,” and progress of the initiatives in
the area of sustainability-

Investment and financing projects (Acquisition of Interests in Los Pelambres Copper Mine and Pan PacificCopper Co., Ltd., etc.)-

Financial results and other finance related matters (share repurchases, etc.)-

Remuneration for Directors/Audit & Supervisory Board Members, revision of the Standards and Policies for the
Independence of Outside Directors/Audit & Supervisory Board Members of the Corporation-

Evaluation of the effectiveness of the Board of Directors, internal control related matters, etc.

The Audit & Supervisory Board met 19 times to formulate audit policy and plan and report audit results. In
accordance with the auditing policies and plans, each Audit & Supervisory Board member audited Directors’

25execution of duties by attending the Board of Directors Meetings and other important meetings and investigating thestatus of operation and assets.
The Corporate Management Committee met 35times and discussed and made decisions regarding managementrelated policies and important company-wide matters. In addition, the Committee of Chief Operating Officers met 1
time, and the Committee of Executive Officers met 3 times.

Status of Measures Related to Enhancement of the Functions of the Audit & Supervisory Board Members(1) Human resources and system supporting the Audit & Supervisory Board Members
The Corporation has in place the Audit & Supervisory Board Member’s Office (4 dedicated staff members as ofApril 1, 2024) to support the Audit & Supervisory Board Members, which work together with the Audit Department(75 people as of April 1, 2024) directly under the President and the Accounting Auditor, ensuring the human resources
and systems for supporting the audits by the Audit & Supervisory Board Members.
(2) Knowledge regarding finance and accounting
Audit & Supervisory Board Member Ms. Kana Odawara is a certified public accountant both in Japan and the U.S.,
and after having been engaged in audits at major accounting firms in Japan and the U.S., has assumed important
positions including CFO at a Japanese subsidiary of multiple global companies. Hence, she has considerable
knowledge about finance and accounting.

In order to enable (i) each of the Outside Directors, namely Ms. Yuri Okina, Messrs. Masato Kitera, Shigeki Ishizuka,
and Hisayoshi Ando, Ms. Mutsumi Hatano, and Mr. Soichiro Minami, (ii) the Director Mr. Fumiya Kokubu, (iii)each of the Outside Audit & Supervisory Board Members, who are Mr. Tsuyoshi Yoneda, Ms. Kana Odawara, and
Ms. Hiroko Miyazaki, and (iv) the Internal Audit & Supervisory Board Members, who are Messrs. Takao Ando andToshiaki Kida, to fully perform their duty and expected rolls as Director (excluding Executive Director) or Audit &Supervisory Board Member, the Corporation has entered into an agreement with each of them in which the liability
for damages provided for in Article 423, Paragraph 1 of the Companies Act is limited to the sum of the amounts
specified in each item of Article 425, Paragraph 1 of the Companies Act, if they have acted in good faith and withoutgross negligence in performing their duties.

3. Reasons for Adoption of Current Corporate Governance System
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 is composed of Internal
Directors and Outside Directors in order to ensure rapid and efficient decision-making and appropriate supervisory
functions in management. The Corporation has determined that this governance model is functioning effectively as
set forth in items (a) and (b) below. Therefore, the Corporation will retain the current governance structure.
(a) Rapid and efficient decision-making
The Corporation ensures rapid and efficient decision-making by appointing Directors who serve concurrently as
Executive Officers and are well-versed in the Corporation’s diverse business activities.
(b) Appropriate supervisory functions

26

The Corporation ensures appropriate supervisory functions by implementing various measures. These include
appointing Outside Directors that account for the majority of candidates for the Board of Directors; establishing the
Audit & Supervisory Board Member’s Office; fostering collaboration among the Audit & Supervisory Board
Members, the Audit Department, and the Accounting Auditor; and carrying out advance briefings, on the sameoccasion, on matters referred to the Board of Directors for both Outside Directors and Outside Audit & Supervisory
Board Members.

The Corporation sets forth the roles and functions of Outside Directors and Outside Audit & Supervisory Board
Members as follows:(a) Introduction of diverse outside perspectives
Vitalize the Board of Directors and Audit & Supervisory Board by receiving advices and recommendations based on
profound insight and expertise cultivated in their professional field, and useful opinions from a perspective
independent of the corporate culture and custom of the Corporation.
(b) Enhancement of check and supervisory functions
Enhance the function of check and supervision over Representative Directors through discussions and decisionmaking that are based on fair and clear logics and standards convincing to those Outside Directors and Outside Audit& Supervisory Board Members.
(c) Check of conflict of interest
In a situation where conflict of interest exists between the management and stakeholders including shareholders,check whether the management is executing their duties fairly by fully taking into consideration the interest of the
stakeholders.

The Corporation appoints Outside Directors and Outside Audit & Supervisory Board Members based on theStandards and Policies for the Independence of Outside Directors/Audit & Supervisory Board Members of the
Corporation so as to facilitate Outside Directors and Outside Audit & Supervisory Board Members to appropriately
exercise the above roles and functions.

Standards and Policies for the Independence of Outside Directors/Audit & Supervisory Board Members of the
Corporation
The Corporation shall determine that a person who is an Outside Director or Audit & Supervisory Board Member is
not independent if he/she currently falls, or in the past 3 business years has fallen, under any of the following items
1 to 7, as well as any provision of the standards for independence set forth by the Tokyo Stock Exchange, on which
the Corporation’s stock is listed.
1. A major shareholder of the Corporation (who directly or indirectly holds 10% or more of the voting rights in the
Corporation) or an executive person thereof*.
2. An executing person of a lender, from which the borrowed amount exceeds 2% of the Corporation’s consolidated
total assets.

27

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 per businessyear 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 per business 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 amountexceeds 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 coresident or relative within the second degree of kinship 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 substantiallymaintains his/her independence, the Corporation shall explain and disclose the reason for his/her election as a
candidate for Outside Director/Audit & Supervisory Board Member.
*An “executing person” refers to an Executive Director, an Executive Officer, an employee or any other personnel.

28

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Supplementary Explanations
Early Notification of General
Shareholder Meeting
Scheduling AGMs to Avoid
Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform

Will have been sent about 3 weeks ahead of a General Meeting of
Shareholders.
Held to avoid peak day on which many companies hold general meetings ofshareholders.
The Corporation utilizes a system operated by the administrator ofshareholders’ register.
The Corporation uses the voting platform for institutional investors by ICJ.

Providing Convocation Noticein English

English translations of the convocation notice, business report, financial
statements, and so on are posted on the Corporation’s website on or before
the date of sending out the convocation notice.
The Corporation is also implementing the following measures to vitalize
General Meetings of Shareholders and ensure smooth exercising of voting
rights.
• Post the convocation notice, business report and financial statements on
the Corporation’s website ahead of sending them to the shareholders• Live distribution of the General Meetings of Shareholders on the Internet• On-demand distribution of the reporting items on the day of the General
Meeting of Shareholders on the Internet

Other

2. IR Activities
Explanation by the

Supplementary Explanations

Preparation and Publication ofDisclosure Policy

Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional
Investors

representative

The basic policies regarding information disclosure
and policies regarding IR activities are posted on the
Corporation’s website.
https://www.marubeni.com/en/company/governance/
disclosure/
The Corporation also stipulates the Disclosure
Committee Regulations to inculcate thoroughawareness thereof at the Corporation.
Approximately five times yearly, the Corporation
holds briefings for individual investors.
The materials used in the previous briefings aredisclosed on our website (Japanese language only).
https://www.marubeni.com/en/ir/individual/meeting/In addition to quarterly earnings briefings (four times
yearly), the President and/or Director in charge of IR
holds meetings for securities analysts and institutional
investors. In FY2023, 399 securities analysts andinstitutional investors, in total, joined the meetings.
<Main Interests of Securities
Institutional Investors>•
Cash allocation plan;

29

Analysts

and

Yes

Yes

•

Regular Investor Briefings forOverseas Investors

Posting of IR Materials on
WebsiteEstablishment of Department
and/or Manager in Charge ofIR

Investment policy and status of investment
pipeline;•
Drivers of growth and focus areas;•
Policy on shareholder returns (e.g., dividends,
share buybacks);•
Usages of the funds collected through the sale ofGavilon’s grain business;•
Status of the core businesses and actions toimprove unprofitable businesses;•
Impacts of market-fluctuations on the businessresults/performance; and•Policy on holding and reduction of crossshareholdings.
English translations of materials used in quarterly Yes
earnings briefings (including conference calls) areposted on the Corporation’s website. The President
and/or Director in charge of IR holds in-person or
virtual regular meetings for overseas investors. In
FY2023, the President and/or Director in charge of IR
made business trips to North America, the EU, andAsia four times (in total) and held the in-person or
online meetings with 231 overseas investors (in total).
Business results information, integrated reports,
shareholder reports, annual securities reports,
quarterly reports, earnings result briefing materials,
the convocation notice of General Meetings ofShareholders, and business operation materials areposted on the Corporation’s website.
https://www.marubeni.com/en/ir/
The Corporation appoints a CFO, who is a
Representative Director, as the Director in charge of
IR. On April 1, 2024, in order to enhance its IR
activities, the Corporation newly established the IR &SR Department as a department in charge of anddedicated to IR.

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

Described in 1. of I Basic Views on Corporate Governance, Capital
Structure, Corporate Profile and Other Basic Information of this report.
In each field of CSR, including environment, the Corporation is engaged ina wide range of activities.

ImplementationofEnvironmental Activities, CSR
Activities etc.

Creation of environmental and social values through business activities
In FY2018, the Corporation established the Sustainability Management
Committee. Outside Directors/Outside Audit & Supervisory Board
Members are appointed as advisors, providing the system an external pointof view. 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 wasestablished. 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 forward30

initiatives regarding sustainability. The details of such activities are postedon the Corporation’s website.
https://marubeni.disclosure.site/en/
Social contribution activities, etc.
1. Marubeni Foundation
The Corporation has been actively promoting social contribution activities
by supporting the activities of the social welfare corporation, Marubeni
Foundation, established in 1974 with donations from the Corporation. Grant
recipients include a wide range of facilities and organizations engaged withpersons with disabilities, children and youth, and the elderly. In recent years,
special consideration has been given to projects which often fall outside of
the general scope of governmental reach, such as organizations engaged insupport for individuals who have become socially withdrawn, the protectionof women, aiding those facing economic uncertainties, and operating
children’s cafeterias (facilities that provide meals for children for free or ata reduced price). For details of these activities, please see the following pageon the Corporation’s website.
https://www.marubeni.com/en/sustainability/contribution/
Additionally, the total amount of annual grants for social welfare initiatives
was increased to 300 million yen starting in FY2024.
https://www.marubeni.com/en/news/2024/release/00016.html
2. Marubeni Gallery
The Marubeni Gallery was opened at the Corporation’s Tokyo head officebuilding in 2021. The Marubeni Gallery contributes to cultural preservationand the passing down of cultural heritage through exhibitions held several
times per year, which primarily feature works from the Marubeni Collection,
the Corporation’s collection of textiles, paintings, and other works of art.
3. Traditional Textile Repair Projects
In the late 1920s, Marubeni assembled a collection of and conducted
research into ancient textiles, primarily from the 17th to mid-19th centuries,
to inform the research and development of new textile products. Over 400
pieces of this collection of ancient textiles remain today. To continue toconserve certain pieces that are in need of repair for future storage andexhibition, the Corporation is engaged in the promotion of the following
projects.
For details, see the release below.
https://www.marubeni.com/en/news/2024/release/00015.html
A. Important Cultural Property Conservation and Repair Project
Since April 2023, the Corporation has been engaged in a repair projectof an early 18th-century kimono with the support and cooperation of theJapan Agency for Cultural Affairs, the Tokyo Metropolitan Government,
and Shokakudo Co., Ltd. The kimono, formally entitled Furisode(Garment with long hanging sleeves) with Design of Latticework,
Chrysanthemums, Paste-resist (Yuzen) and Embroidery on Parti-colored
Silk Crepe (Chirimen), is part of the Marubeni Collection and was
designated as an Important Cultural Property by the Japanese national
government in 2020. Once the two-year repair project is complete, theCorporation plans to exhibit the kimono to the public at the Marubeni
Gallery.

31

Development of Policies on
Information
Provisionto
Stakeholders

Other

B. Joint Project with Kyoritsu Women’s University and Kyoritsu Women’s
Junior College
The Corporation entered into an agreement on cooperation andcollaborative projects with Kyoritsu Women’s University and JuniorCollege in order to contribute to the promotion of education andacademic research, the preservation and transmission of culture andhistory, human capital development, and the development of the local
region and society. One specific initiative is a project to repair ancient
textiles, primarily clothing from the 17th to mid-19th centuries, thatbegan in July 2023.
The Marubeni Corporate Principles and the Compliance Manual stipulate
proactive, timely, and appropriate information disclosure to the society ingeneral including stakeholders and disclose this information.
Our employees are the Marubeni Group’s greatest capital and the source ofvalue creation. In the Mid-Term Management Strategy “GC2024”, theCorporation 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 to achieve the
Global crossvalue platform, the vision for Marubeni of the future, andprovides the direction for reforms. This strategy describes how the MarubeniGroup will create an attractive ecosystem where employees with diverse
backgrounds and high social value gather, thrive, connect, and combine
various insights to take on the challenge of creating new value for society
and our customers. By doing so, the Corporation will further promote thecreation of a culture and work environment where diverse human capital
play 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, the Corporation isdeveloping measures to ensure that employees can utilize necessary systems
as needed in order to aim for sustainable career development and sustained
performance.
For more initiatives related to Human Capital Strategy, please also refer toSupplementary Principles 2.4.1 and 3.1.3 in the document attached to thisreport.

32

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
In accordance with the Companies Act and the Regulation for Enforcement of the Companies Act, the Corporation
has established a basic policy for systems necessary to ensure that the execution of duties by Directors complies withlaws and regulations and the Articles of Incorporation and other systems necessary to ensure the properness ofcompany's operations as described below.
Basic Internal Control Policy
The Corporation seeks to steadily increase and maximize corporate value through business activities that are inaccordance with its Company Creed and Management Philosophy*, and to build a stable and sustainable groupbusiness foundation. To this end, the Corporation, in accordance with the Companies Act and the Regulation for
Enforcement of the Companies Act, establishes the policy described below (the “Basic Internal Control Policy”) toensure that all business activities of the Corporation and the business group (in this Ⅳ.1 Basic Views on Internal
Control System and the Progress of System Development, the “Marubeni Group”) made up of the Corporation andall Marubeni Group companies (the Corporation’s consolidated subsidiaries and companies deemed as equivalent to
subsidiaries; the same shall apply in this Ⅳ.1 Basic Views on Internal Control System and the Progress of System
Development) are conducted appropriately. The Corporation regularly reviews the Basic Internal Control Policy inresponse to changes in social conditions so as to realize a system that is more appropriate and efficient.

*Company Creed: Fairness (To be fair and bright)
Innovation (To be active and innovative)
Harmony (To respect each other and cooperate)

Marubeni Management Philosophy:“In accordance with the spirit grounded in ‘Fairness, Innovation and Harmony,’ the Marubeni Group is proudlycommitted to social and economic development and safeguarding the global environment by conducting fair andupright corporate activities.”

1. System necessary to ensure that the execution of duties by Directors and employees complies with laws andregulations and the Articles of Incorporation(1) Corporate governance
1- Directors and Board of Directors
The Board of Directors, in accordance with laws and regulations and the Articles of Incorporation, sets the importantmatters related to management and supervises the execution of duties by Directors. To clearly segregate execution
and supervision, the Chairman of the Board without representative rights and the authority for business execution, in
principle, chairs the Board of Directors Meetings. Executive Directors execute business operations decided by the
Board of Directors, in accordance with the laws, regulations and Articles of Incorporation and report the situation of33

their duty execution to the Board of Directors once every three months or more often. The term of office of Directors
is one year to clarify management responsibility and flexibly build optimum management structure in response to thechanging management environment. The Corporation appoints Outside Directors to ensure effectiveness of corporate
governance. The Corporation adopts the executive officer system to improve efficiency of business execution, andadopts a system whereby its Group CEOs and its CDIO participate in the company’s overall management, and instruct,supervise, support, and manage the overall operation of the respective business divisions in charge by complying
with the company’s management policy.
2- Audit & Supervisory Board Members and the Audit & Supervisory Board
Audit & Supervisory Board Members audit execution of duties by the Directors in accordance with the Rules of the
Audit & Supervisory Board and the Standards for Audit by the Audit & Supervisory Board Members by exercising
their statutory authority in collaboration with the Audit Department and Accounting Auditor.

(2) Compliance
1- Compliance system
The Corporation sets forth codes of conduct common for the Marubeni Group such as Marubeni Corporate Principles
and Compliance Manual for its Directors and Executive Officers (in this Ⅳ.1 Basic Views on Internal Control Systemand the Progress of System Development, collectively the “officers”) and employees to practice corporate activities
in accordance with compliance. To achieve the goal, it establishes various committees, including the Compliance
Committee, and takes various measures.
2- Internal whistle-blowing system
To provide for a situation in which a person learns of a questionable act from the perspective of compliance and theorganizational reporting line does not function for some reason, the Corporation establishes the following compliancereporting and consulting points for the entire Marubeni Group.
(a) Marubeni Hotline (Compliance Committee line and external legal counsel line)
The Compliance Access Point for general compliance matters for the Marubeni Group.
(b)Marubeni Anti-Corruption Hotline
The Compliance Access Point for concerns relating to bribery and other serious crimes involving the Marubeni Groupand its business partners.
3- Rejecting relationships with anti-social forces
The Corporation will stand firm against anti-social activities and forces to social order and public security, and will
never form or foster relationships with any organization that poses such threats.

(3) Internal audit
The Corporation establishes the Audit Department as an organization directly under the President to study theappropriateness of duty execution by executing persons and compliance status, and implements internal audits
through the Audit Department and company-wide self-inspections with support, cooperation, and advisement fromthe Audit Department. The results of internal audits are reported to the Board of Directors on a regular basis.

34

(4) Disciplinary actions
When the execution of duty by an officer or employee results in violation of law or regulation, the Corporation shallseek judgement of the Governance and Remuneration Committee, an advisory committee to the Board of Directors
with the majority of members being Outside Directors/Audit & Supervisory Board Members, in the case of an officer,
and the Award and Disciplinary Committee, in the case of an employee, and take strict actions in accordance with
relevant regulations.

2. Systems to preserve and manage information related to the execution of duties by Directors(1) Preservation and management of information and prevention of information leakage
Based on the Regulation for Management of Information Assets, the Corporation sets forth the assets subject tostorage, storage period, and employees in charge of managing the information regarding information related to
execution of duties by officers and employees, to develop a system to store and manage information and prevent
information leakage.

(2) Browsing information
The officers and Audit & Supervisory Board Members may browse such information assets at all times.

3. Internal regulations for the risk management of losses and other related systems(1) Principle of authority and duties
Officers and employees with titles are given necessary authority for executing their duties based on the resolution by
the Board of Directors and the Regulation of Authority and Duties, and manage risks associated with execution ofduties within the given scope and take responsibility for the result.

(2) Approval system
Individual projects such as important investment are deliberated by the Investment and Credit Committee, submitted
to the Corporate Management Committee, and approved by the President, based on the Regulations of Job Authority
and Ringi Approval Procedure Regulations. However, in the case of any special provisions set forth in theseregulations applying, such special provisions shall take precedence in application. Projects become subject toapproval by the Board of Directors depending on laws and regulations, the Articles of Incorporation, and theimportance of the project. The progress of important projects such as a new business is required to be reported on aregular basis to the Corporate Management Committee to strengthen individual risk management.

(3) Risk evaluation
Risk management such as credit risk, country risk, market risk, foreign exchange and interest rate risk, investment
risk, etc. shall be conducted under the management policy and rules for each risk. In addition, the Corporation
continues to implement integrated risk management in order to grasp the amount of risk to which the Marubeni Groupis exposed. The Corporation implements management of qualitative risks, including reputation risks and information
security risks, which are difficult to quantify, through enhancement of compliance structure.

35

(4) Emergency management
In preparation for occurrence of a serious issue such as a natural disaster, terrorist incident/public disorder/violence,
epidemics of infectious diseases and situations in which the Tokyo Head Office loses its ability to function, theCorporation formulates initial response guidelines and a business continuity plan. When a serious situation actuallyoccurs, the Corporation establishes an emergency task force with the President as the head based on the said plan andmakes decisions on and implements concrete measures to limit the damage and loss to the minimum.

4. Systems necessary to ensure the efficient execution of duties by Directors(1) Management policy, management strategy and management plan
To ensure efficient execution of duties by Directors, the Corporation sets forth goals shared by all officers andemployees at the Marubeni Group such as management policy, management strategy, and management plan andinstills them, while establishing concrete targets which individual officers and employees should implement forachieving the goals.

(2) Corporate Management Committee
To ensure efficient execution of duties, the Corporation establishes the Corporate Management Committee anddeliberates on the highest-order policies regarding management and important company-wide matters.

(3) Business Group and Corporate Staff GroupThe Corporation delegates authority to Group CEOs, CDIO, and Division COOs to create a system that enables swift
decision-making regarding jurisdictional products in Japan and abroad. Further, the Corporate Staff Group manages,
checks, and supports the Business Group in each specialized field to enable efficient execution of duties.

(4) Clarification of authorities, duties, and responsibilities
The Board of Directors decide Directors in charge and clearly stipulates on each officer’s and employee’s roles,
authorities, responsibilities, and rules for decision-making in various regulations.

5. Systems necessary to ensure the appropriateness of operations by the Group(1) Marubeni Group operation structure
The Corporation shall stipulate necessary systems including a system for appropriate reporting to the Corporation
regarding managers in charge of achieving an understanding of the business status of Marubeni Group companies,
giving instructions and supervising, guidelines regarding the management system of Marubeni Group companies,
and execution of duties by Directors etc. of each Marubeni Group company, a system regarding appropriate
management of risk of losses at Marubeni Group companies, a system for ensuring efficient execution of duties byDirectors, etc. of Marubeni Group companies and a system for ensuring Marubeni Group companies’ compliancewith laws and regulations in order to enhance internal control of the entire Marubeni Group, improve business36performance, and progress management. Marubeni Group companies shall ask for advice from the Corporation
regarding important management-related matters and report to the Corporation.

(2) Compliance
The Compliance Committee and other committees shall support and give guidance regarding compliance activities
by Marubeni Group companies. Marubeni Hotline and Marubeni Anti-Corruption Hotline shall be available for
officers and employees of all Marubeni Group companies as well as officers and employees within one year of leaving
the Marubeni Group.

(3) Development of system for ensuring appropriateness of financial reporting and safeguarding of assets
Marubeni Group shall develop, through activities, etc. of the Internal Control Committee, necessary systems for
ensuring reliability and continuous monitoring of financial reporting such as consolidated financial statements as well
as a system for ensuring appropriate acquisition, storage, and disposal of assets held by Marubeni Group companies.
It shall also establish the Disclosure Committee and develop any necessary system for information disclosure in an
appropriate and timely manner.

(4) Audit
The Audit Department carries out audit at Marubeni Group companies and reports the result to the Board of Directors.
The Audit & Supervisory Board Members and Accounting Auditor independently carry out inspection andaccounting audit at Marubeni Group companies.

6. Matters concerning employees assisting the duties of Audit & Supervisory Board Members, and mattersconcerning the independence of these employees from Directors(1) Establishment of Audit & Supervisory Board Member’s Office
The Corporation establishes the Audit & Supervisory Board Member’s Office and appoints dedicated staff members
to assist in the duties of the Audit & Supervisory Board Members.
(2) Personnel affairs of the Audit & Supervisory Board Member’s Office staff
The Officer in charge of personnel affairs shall implement personnel affairs of the Audit & Supervisory Board
Member’s Office (personnel changes, evaluation, disciplinary actions, etc.) by hearing the opinions of the Audit &Supervisory Board Members in advance and upon receiving their consent.

7. Systems for Directors and employees to report to Audit & Supervisory Board Members and other systems forreports to Audit & Supervisory Board Members(1) The Audit & Supervisory Board Members attending important meetings
The Audit & Supervisory Board Members shall attend the Board of Directors Meetings and receive reports from
Directors on execution of duties and other important matters, and also attend the Corporate Management Committee
and other important meetings.

37

(2) Reporting by officers and employees to the Audit & Supervisory Board Members
The President holds meetings with the Audit & Supervisory Board Members on a regular basis, reports on executionof duties, and exchanges opinions. Other Directors, CHRO, CSO, CFO, CAO, Group CEOs, CDIO, Division COOs
and Corporate Staff Group General Managers report their duty execution status to the Audit & Supervisory Board
Members every year. Officers immediately report to the Audit & Supervisory Board Members when they discoverthat there is a concern that the Corporation will suffer significant damage. The Corporation develops a system for
Directors, Audit & Supervisory Board Members, and employees of Marubeni Group companies, or those who
received a report from them, to report directly or indirectly to the Audit & Supervisory Board Members.
Notwithstanding the above, the Audit & Supervisory Board Members may seek report from officers and employees
whenever necessary. The Corporation has in place a system to ensure that the person who made a report to the Audit& Supervisory Board Members would not be treated unfairly at the Corporation or Marubeni Group companies
because of the said report.

8. Other systems necessary to ensure effective audits by Audit & Supervisory Board Members(1) Collaboration with the Audit Department, Accounting Auditor, and Audit & Supervisory Board Members of
Marubeni Group companies
The Audit & Supervisory Board Members receive respective audit plans in advance from the Audit Department andAccounting Auditor, hold regular meetings to exchange opinions regarding audit policy and audit result reports. The
Audit & Supervisory Board Members collaborate with Audit & Supervisory Board Members of Marubeni Group
companies through the Group Auditor Liaison Meeting and exchange information regarding the development ofinternal control at each company and their operations.

(2) Appointment of external experts
The Audit & Supervisory Board Members can appoint lawyers, certified public accountants, and other external
advisors when they deem it necessary.

(3) Audit-related expenses
The Corporation shall pay expenses arising from the execution of duties by the Audit & Supervisory Board Members,
including the cost of using external experts described above at the request of the Audit & Supervisory Board Members,
through a prescribed procedure and allocate for it in budget.

2. Basic Views on Eliminating Anti-Social Forces
The Corporation’s basic policies for eliminating anti-social forces and the status of their improvement are as follows:

Basic policy for eliminating anti-social forces

38

The Corporation’s basic policy towards eliminating anti-social forces is to stand firm against anti-social activities
and forces that threaten the social order and public security and never to form or foster relationships with anyorganization that poses such threats.
Status of development towards elimination of anti-social forces
The Corporation clearly states its basic policy towards elimination of anti-social forces (an official term used by theJapanese government to refer to organized crime) in the Basic Internal Control Policy and has been implementing
measures to block relationships with anti-social forces based on the Marubeni Corporate Principles and theCompliance Manual. The Corporation encourages the introduction of a contract clause for the purpose of eliminating
anti-social forces (in other words, an organized crime elimination clause) and is working with external advisors on
improving its systems for taking quick action against unexpected events, including creating a policy for eliminating
anti-social forces and responding to wrongful demands.

39

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation
Nothing particular to be mentioned.

2. Other Matters Concerning to Corporate Governance System
Corporate Governance System
The Corporation aims to realize a more appropriate and efficient system by constantly reviewing its corporate
governance system in response to changes in the society. Please refer to Figure 1 for Corporate Governance Systemof the Corporation.
Specialty and experience of Members of the Board and Audit & Supervisory Board Members
Please refer to Figure 2 for Specialty and experience of Members of the Board and Audit & Supervisory Board
Members (skill matrix).
Overview of Timely Disclosure
1. Purpose
The Corporation has a basic policy on information disclosure to all our stakeholders, including investors, regarding
the appropriate disclosure of information concerning the Marubeni Group. Please refer to Figure 3 for informationon the disclosure system.
2. Basic Policy of Disclosure
The following is the Corporation’s basic policy when it discloses information.
(1) Compliance with Relevant Laws and Regulations
Comply with relevant laws such as the Financial Instruments and Exchange Act and Companies Act and regulationsof stock exchanges.
(2) Timeliness
Disclose in a timely manner without delay any facts which should be disclosed when found.
(3) Transparency
Always disclose factual information regardless of its content.
(4) Accuracy
Disclose necessary and sufficient information without creating misunderstanding.
(5) Integrity/Fairness
Consistently disclose information by a method which is equally accessible to stakeholders, while giving fullconsideration to prevent any selective disclosure.
(6) Continuity
Maintain continuity of content of disclosed information.

40

(7) Confidentiality
No information is to be leaked to a third party before an official disclosure is made.
3. Information Subject to DisclosureThis basic policy applies to the following information disclosure.
(1) Statutory Disclosure
1- Disclosure in accordance with Financial Instruments and Exchange Act• Disclosure of corporate information (securities reports, semi-annual reports, internal control reports andextraordinary reports, etc.)• Disclosure of tender offer (tender offer notification and position statements, etc.)• Disclosures related to ownership of a large volume of shares (large shareholding reports and holdings changereports, etc.)• Disclosures based on Fair Disclosure Rule2- Disclosure in accordance with Companies Act (notices of ordinary General Meetings of Shareholders, financial
statements, consolidated financial statements, business reports and supplementary schedules, etc.)(2) Timely Disclosure
Disclosures in accordance with regulations of stock exchanges• Decision Information (issuance of stock, acquisition of own stock, dividends, mergers, demergers, stock swap,

business transfer, acquisitions, business alliances, takeover bids, etc.)• Occurrence Information (loss or damage caused by disaster, filing of lawsuits or court decisions, bad debts,

suspension of trade with business partners, etc.)• Earnings Information (content of financial results, revision of earnings and dividends forecasts, etc.)• Information on subsidiaries• Information on corporate governance(3) Voluntary Disclosure
Integrated Reports, Shareholders' Reports, Mid-Term Management Strategy, etc.
4. Disclosure Committee
The Corporation’s Disclosure Committee has been set up in order to construct, maintain and manage a proper
information disclosure system. The committee is chaired by a representative Director nominated by the President,
and operates under the direct control of the President. The committee formulates general rules and basic policies
for disclosure, constructs and adjusts the company structure concerning statutory disclosure and timely disclosure,and also assesses the significance and validity of statutory disclosure and timely disclosure.
5. Other(1) Dealing with Rumors in the Market

41

In principle, the Corporation does not comment on inquiries regarding rumors in the market. However, if it isdetermined that there may be a significant impact on the Corporation caused by ignoring a specific rumor,
appropriate action will be taken, such as issuing voluntary news releases.
(2) Handling of Information Related to Forecasts and Future Projections
In order to enable investors to make appropriate assessments of the Corporation’s business and future performance,
information related to business result forecasts and other future projections will be accompanied by a forwardlooking statements disclaimer to clearly indicate that the actual future results may differ.

42

Figure 1: Corporate Governance System

43Figure 2: Specialty and experience of Members of the Board and Audit & Supervisory Board Members

Position

A Supplements to knowledge, experience,
ability, etc.

No. of years in
office(cumulative No. ofyears in office)

Chairman of the Board

Mainly engaged in energy-related operations,
he has been the Chairman of the Board sinceApril 2019 after serving as the President andCEO, Member of the Board. He also has
extensive overseas experience, including
business experience in the U.S., Singapore,etc. and serving as president of overseas
corporate subsidiaries.

12 years(13 years and9 months)○○

President and CEO

Mainly engaged in power- and machineryrelated operations, he has been the President
and CEO, Member of the Board since April
2019 after serving as Senior Executive Vice
President, Member of the Board. He also has
extensive overseas experience, including
business experience in the U.S. and the U.K.
and serving as president of an overseas
corporate subsidiary.

6 years(6 years and 9months)○○Akira Terakawa

Senior Executive Vice President

Mainly engaged in chemicals-related
operations, he has subsequently assumed
important positions in a corporate staff groupand business groups including Corporate
Planning & Strategy Dept., Food andAgriculture Group and Consumer ProductsGroup. He has also worked in the U.S. andthe U.K.

3 years(5 years)○○

Takayuki Furuya

Senior Managing
Executive Officer, CFO

Mainly engaged in finance- and accountingrelated operations, he is presently serving as
Chief Operating Officer, Investor Relations
and Credit Ratings and Chairman of
Investment and Credit Committee in addition
to the above. He has also worked in the U.S.
and the U.K.

4 years○

Having joined The Japan Research Instituteafter the Bank of Japan, she has served in key
positions including Executive Researcher of
the Institute, and is currently serving as its
Chairperson. She has profound insight into
the social and economic situation in Japanand abroad, having served in many official
positions of the government and is presently
assuming the posts of an expert member of
the Council of New Form of Capitalism
Realization and the Chair of the Government
Tax Commission.

7 years

After joining the Ministry of Foreign Affairs,
he has served in key positions at the Ministry
including Deputy Minister. He has longinternational experience and profound insightconcerning international affairs, having
served as Ambassador to France and to
China.

4 years

After joining Sony, he has served in key
positions in the electronics business,
including Vice Chairman, Representative
Corporate Executive Officer. He has
profound insight and in-depth experience in
not only global corporate management but
also the digital and IT fields with his
background as a technology and development
engineer.

3 years○

After joining the former Ministry ofInternational Trade and Industry, he served in
key positions including the Vice-Minister of
Economy, Trade and Industry. He has
profound insight about economic, industrial,and political trends in Japan and overseas.
Presently, he is assuming the post of
President & CEO, Tokyo Small and Medium
Business Investment & Consultation which isa public organization that invests andconsults with small and medium businesses.

2 years○

After having been engaged in research anddevelopment at Hitachi, as Chief Researcher,she has been working on quantum-related
research as Professor at the Department ofElectrical and Electronic Engineering, Schoolof Engineering of Tokyo Institute ofTechnology, while also contributing tohuman resource development. She has
profound insight in the field of science andtechnology, having made noted achievementsin academic societies and government
agencies in Japan and overseas (e.g., AdjunctExecutive Member, Council for Science,
Technology and Innovation, Cabinet Office).

1 yearAfter having graduated from a university in
the U.S., he worked for a foreign-owned
company, before starting up a new
professional baseball team, Tohoku Rakuten
Golden Eagles. Afterwards, he established amajor membership job changing site,
BizReach, grew it as a company and listed iton the Tokyo Stock Exchange, whilecurrently serving as Representative Director
and CEO of its holding company, Visional,
Inc. He has a wealth of experience andprofound insight concerning humanresources, DX, and start-ups.

—

Fumiya Kokubu

Masumi Kakinoki

Fulltime(Formerly) with Bank of Japan

Yuri Okina

Masato Kitera

Chairperson, The Japan ResearchInstitute; Director, Bridgestone
Corporation(Former) Ambassador and Plenipotentiary
to People’s Republic of China;
Ambassador and Plenipotentiary toFranceDirector
Member of the Board, Japan Tobacco(Former) Vice Chairman, Representative
Corporate Executive Officer, Sony

Shigeki Ishizuka
Director, LIXIL(Former) Vice-Minister of Economy,
Trade and Industry
OutsideExpertise and experience

Main career and qualifications / Current
positions and concurrent occupations andpositions*

Name

Hisayoshi Ando

President & CEO, Tokyo Small andMedium Business Investment &Consultation; Director, Audit &Supervisory Committee Member, Nitori
Holdings(Former) Chief Researcher, Hitachi

Mutsuko Hatano

Soichiro Minami

Professor, Department of Electrical andElectronic Engineering, School ofEngineering, Tokyo Institute ofTechnology; Senior Aide to the President,
Tokyo Institute of Technology

Representative Director and President,
StanbyRepresentative Director and CEO,Visional

44

Corporate
management

Finance Legal, compliance
Science &andand risk
Technology/DX
accounting
management

○

○

○

International
experience

Publicinstitutions

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Position

Main career and qualifications / Current
positions and concurrent occupations andpositions*

A Supplements to knowledge, experience,
ability, etc.

No. of years in
office(cumulative No. ofyears in office)Takao Ando

(Former) Managing Executive Officer;
Former General Manager, Risk
Management Dept. of the Corporation

Mainly engaged in risk management andcorporate planning in the Corporation, he hasserved as Managing Executive Officer andGeneral Manager, Risk Management Dept.
He has also worked in the U.S.

Toshiaki Kida

(Former) General Manager, Audit Dept.
of the Corporation

Name

Fulltime(Former) Commissioner General, National
Police Agency

Tsuyoshi Yoneda
Chairman, Council for Public Policy
Audit &
Supervisory
Board
Member(Former) SVP, Adecco Group APAC

OutsideKana Odawara

Representative, Odawara Coaching &Consulting; Director, MOS FOODSERVICES; Certified Public Accountant;
U.S. Certified Public Accountant(Former) President and Representative
Director, 3M Japan

Hiroko MiyazakiCounsel, GI&T Law Office; Attorney-atlaw in Japan and the U.S.; U.S.A.
Attorney; Director, NH Foods (planned)

Expertise and experience
Finance Legal, compliance
Science &andand risk
Technology/DX
accounting
management

International
experience

1 year○○Mainly engaged in risk management,compliance and auditing, he has served as
General Manager, Compliance Control Dept.
in addition to General Manager, Audit Dept.
He has also worked in Thailand.

3 years○○

After joining the National Police Agency, he
has served in key positions, including
Commissioner General, National Police
Agency. He has in-depth knowledge andexperience in the digital field, having
launched the Cyber-Attack Analysis Centerof the National Police Agency. Currently, heholds the post of Chief Director, Council for
Public Policy and has profound insightconcerning crisis management in Japan andoverseas.

7 years○

Qualified as a certified public accountant
both in Japan and the U.S., she has engaged
in audits at major accounting firms in Japanand the U.S., has assumed important
positions including CFO at a Japanesesubsidiary of multiple global companies, andaccordingly, has profound insight in financeand accounting and a wealth of experience inoverall corporate management andinternational affairs.

—○

Qualified as an attorney-at-law both in Japanand the state of New York, after having
accumulated experience in law firms in Japanand the U.S., she has assumed the position of
the head of the legal departments at Japanesesubsidiaries of multiple global companies,
and therefore has profound insight into
corporate legal affairs. In addition, she has
been engaged in corporate management aspresident of a Japanese subsidiary of 3M in
the U.S.

—○

45

Corporate
management

○

○

○

○

○

Publicinstitutions○

“Reasons for the selection of skills”
While the Corporation’s multifaceted business activities require various skills in order to ensure expeditious andefficient decision-making in management and appropriate supervisory functions, the skill matrix has selected coreskills among them, seeking a particularly high degree of expertise.
Please note that “Sustainability and ESG” and “Human resources” are not included in the skill matrix because they
are required of all members of the Board of Directors.
Skill

Reasons for Selection

Corporate
management

This skill is considered to be necessary as it is important to deliberate the appropriateness and risks of businessactivities, etc., from objective multiple viewpoints based on a wealth of experience and profound insight ascorporate management. In particular, outside officers are expected to provide advice from the perspectives ofdifferent industrial fields in order to create new businesses and transform existing ones.

Finance andaccounting

This is considered to be a necessary skill in order to ensure appropriate supervisory functions. While eachmember of the Board of Directors has certain knowledge, experience and ability, a particularly high degree ofexpertise, as stated above, is required in determining the appropriateness of skills to ensure a high degree ofsupervisory functions by the Board of Directors’ members as a whole. Moreover, this skill is also considered to
be important from the perspective of management conscious about capital cost and stock price.

Legal, complianceand riskmanagement

As with “Finance and accounting,” it is considered to be a necessary skill in order to ensure appropriate
supervisory functions. While each member of the Board of Directors has certain knowledge, experience andability, a particularly high degree of expertise, as stated above, is required in determining the appropriateness ofskills to ensure a high degree of supervisory functions by the Board of Directors’ members as a whole. Moreover,this skill is also considered to be important from the perspective of strengthening and reforming governance.

Science &Technology/DX

This is considered to be a necessary skill because “DX for reforming business strategy and expeditious
implementation” is advocated as a strategy among business guidelines SPP in the Mid-Term Management
Strategy (GC2024), aiming as the Marubeni Group to deepen and expedite the value creation cycle in the “Global
crossvalue platform” using digital technology in order to realize a long-term improvement of corporate value
towards 2030.

International
experience

This is considered to be a necessary skill as the Corporation is engaged in business globally.

Public institutions

For outside officers, it is expected as one of their roles and functions to introduce diversified external
perspectives. With outside officers who have worked for government ministries and agencies, the Bank of Japanand the legal community, the Board of Directors incorporates broad perspectives which cannot be experienced byprivate companies from the understanding of international affairs at the state level, grasping of economic trends
and involvement in policy decisions. This is considered to be a necessary skill because for a general trading
company with complex, various and diversified businesses, advice and supervision over management from such
perspectives and points of views are indispensable.

46

Figure 3: Information Disclosure System(1) Information Gathering Process
Officers responsible for information disclosure will make efforts to gather information. If any information requiring
timely disclosure is grasped, the officer will report it to the Corporate Communications Department (department incharge of information disclosure).
The Corporate Communications Department reports all information requiring timely disclosure to the Corporate
Accounting Department in charge of provisional financial reporting.

(2) Analysis and Decision Process
The necessity to disclose information is discussed and confirmed with the relevant divisions and departments.
If necessary, the matter is discussed by the Disclosure Committee.
Important matters are discussed by the Corporate Management Committee and/or Board of Directors.

(3) Disclosure Process
After obtaining approval by the director of the Corporate Communications Department (and after being resolved by
the Corporate Management Committee and/or the Board of Directors on important matters), timely disclosure
information is submitted to securities exchanges via TDNET. Statutory disclosures excluding disclosures based on
Fair Disclosure Rules are provided via EDINET. The information that is disclosed in accordance with Fair
Disclosure Rules is posted on the Corporation website.

47

Total of Remuneration And Other Payments for Directors and Audit & Supervisory Board Members in
FY2023(a) The total of remuneration and other payments for Directors and Audit & Supervisory Board Members in FY2023
are as follows:

Notes: 1. The amounts below 1 million yen are rounded off.
2. The above-stated number of recipients includes 5 Directors (including 1 Outside Director) and 1 Internal
Audit & Supervisory Board member who retired by the last day of FY2023. As of March 31, 2024, theCorporation had 10 Directors (including 6 Outside Directors) and 5 Audit & Supervisory Board Members(including 3 Outside Audit & Supervisory Board members).
3. “Performance-based bonuses” includes “Individuals’ evaluation-based compensation.” For performancebased bonuses, the amount calculated according to consolidated net profits of 471.4 billion yen and core
operating cash flow of 548.0 billion yen are stated, based on the calculation method resolved at a meetingof the Board of Directors after deliberations by the Governance and Remuneration Committee.
4. The Corporation allocates “Restricted Stock” to Directors (excluding Outside Directors) as non-monetarycompensation. The above-stated amounts are the amounts charged to expenses during FY2023. During
FY2023, based on the resolution by the Board of Directors on June 23, 2023, 57,080 shares of common
stock of the Corporation were issued to 4 Directors (excluding Outside Directors) by setting a no transfer
period.
5. The Corporation allocates “TSR-linked Performance Share Units” to Directors (excluding Outside
Directors) as non-monetary compensation. The above-stated amounts are the amounts charged to48

expenses during FY2023 by calculating the estimated amount of monetary remuneration claims
corresponding to the estimated number of shares to be granted in FY2026. This compensation plan was
introduced in FY2023, and the first evaluation period will end in July 2026. Therefore, there are no
results for FY2023 regarding the performance indicators.
6. “[Former plan] Market Capitalization-linked Performance Share Units” was non-monetary compensation
allocated as the remuneration of FY2021 and FY 2022, which is stock compensation whose final numberof allotted shares is finalized according to the market value growth rate during the Evaluation Period of
three years after the allocation. The above-stated amounts are the amounts charged to expenses during
FY2023 by calculating the estimated amount of monetary remuneration claims corresponding to theestimated number of shares to be granted in FY2024 and FY2025. This compensation plan was
introduced in FY2021, and the first evaluation period will end in July 2024. Therefore, there are no
results for FY2023 regarding the performance indicators. This compensation plan was abolished except
for those already granted, as after its introduction in FY2021, “TSR-linked Performance Share Units”
were introduced in FY2023.
7. “[Former plan] stock-compensation-type stock options subject to market-capitalization-based
exercisability conditions” was nonmonetary compensation allocated as the remuneration of FY2020. It isa stock acquisition right of which the number of exercisable shares will be determined in accordance withthe growth rate of the market-capitalization-based exercisability conditions during three years of theevaluation period after the grant. The above-stated amount is the amount charged to expenses during the
fiscal year for the stock acquisition rights of which the exercisable number was confirmed during the
fiscal year after three years of the evaluation period. The actual record of the Corporation’s growth rate of
the market-capitalization-based exercisability conditions used to calculate the number of exercisablestock acquisition rights for stock-compensation-type stock options subject to the market-capitalizationbased exercisability conditions of which the evaluation period is completed during the fiscal year is412%. After its introduction in FY2019, the remuneration system was abolished, excluding those alreadygranted due to the introduction of Market Capitalization-linked Performance Share Units in FY2021.
8. The amount of remuneration and other payments for Directors for FY2023 (including the monetarycompensation claims to be granted for allocating “Restricted Stock” and “TSR-linked Performance Share
Units”) was resolved as follows.

49Regarding “[Former plan] Market Capitalization-linked Performance Share Units” introduced at the 97th
Ordinary General Meeting of Shareholders held on June 24, 2021, for those whose rights had been
granted by FY2022, the annual amount of within 120 million yen resolved at the General Meeting (Theupper limit of the Corporation’s common stock to be issued or disposed of is within 300,000 shares
during each Evaluation Period) was maintained and the amount of the remuneration was included in theamount of remuneration for granting the above TSR-linked Performance Share Units.
9. The amount of remuneration and other payments for Audit and Supervisory Board Members for FY2023
was resolved as follows.

50

(b) Individuals to whom the total amount of compensation paid exceeded 100 million yen in FY2023 are as follows:(Millions of yen)
Breakdown

Name

Category

FumiyaDirector
KokubuMasumi
Director
Kakinoki
Akira
Director
Terakawa
Takayuki
Director
FuruyaTotalamountof payment[Former plan]
Stock[Former plan]compensationMarket
type
Capitalizationstock options
linkedsubject to
PerformancemarketShare Units
capitalization(Granted in FYs
based
2021 andexercisability
2022)
conditions(Granted in FY
2020)

Monthly
remuneration

Performancebased bonuses

Restricted Stock

TSR-linked
Performance
Share Units

270

150

-

50

33

29

9

404

109

126

62

62

34

11

206

68

78

20

20

20

-

178

59

65

17

17

15

5

Note. For details of the amounts, monthly remuneration, Performance-based bonuses, Restricted Stock, TSR-linked
Performance Share Units, [Former plan]Market Capitalization-linked Performance Share Units (Granted in FYs 2021
and 2022). and [Former plan] Stock-compensation-type stock options subject to market-capitalization-based
exercisability conditions (Granted in FY 2020), please refer to Notes to the table in (a) above.

51

Overview of the Corporation’s Policy to Determine the Remuneration And Other Payments for Directors
Overview of the Corporation’s policy from FY2023 to determine the remuneration and other payments for Directors
is as follows:

1. Remuneration policy
The remuneration for Directors of the Corporation is determined based on the following policy.
1- The remuneration plan shall encourage Directors to face issues of society and customers and create new value withall stakeholders in accordance with the spirit grounded in the Company Creed of “Fairness, Innovation and Harmony”
and reward them.
2- The remuneration plan shall place emphasis on the linkage with business results and shareholder value andencourage the enhancement of corporate value over the medium to long term.
3- The remuneration plan shall acquire, maintain and reward excellent human capital, the critical source of corporate
value.
4- The remuneration plan shall be a fair and just system by which decisions are made based on a highly transparent
process according to responsibilities and performance.

2. Remuneration framework
The target persons of each type of remuneration and other payments are determined by their expected role. Pleaserefer to the table below for details.

52

53

Note 1. Remuneration and other payments for the Chairman of the Board consist of the monthly remuneration as thebasic compensation and the medium- and long-term incentive remuneration, considering that the Chairman of theBoard is in the position to substantially contribute to the enhancement of corporate value over the medium to longterm through leveraging the business expertise gained through managing the Corporation on supervision.
Note 2. Remuneration and other payments for Outside Directors consist entirely of the monthly remuneration as thebasic compensation (including remuneration for responsibilities as the chairperson, member, etc., of each respective
committee), considering that Outside Directors are in the position to supervise management with independence.
Note 3. The Executive Officer & Chief Operating Officer of business division is eligible to receive the individuals’
evaluation-based compensation based on the organization’s performance evaluation, and currently there is no
Executive Director eligible for the payment.
Note 4. Short-term incentive remuneration will be paid in a lump sum at the end of each fiscal year.

3. Remuneration levels and composition ratio
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 byoutside specialized organizations and other sources to determine the appropriate remuneration levels.
As for the composition ratio of remuneration and other payments, it shall focus on the medium- and long-term
improvement of corporate value by increasing the composition ratio of the medium- and long-term incentive
remuneration. For the President & CEO, its composition ratio of monthly remuneration/the short-term incentive

54

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 other internal Directors, based on the
remuneration composition ratio of the President and CEO, the Corporation shall set up the ratio considering the roleand responsibilities of each position.

4. Malus and Clawback
The short-term and the medium- and long-term incentive remuneration shall be the subject of the clauses that allow
the Corporation to reduce or cancel the remuneration (Malus) and request the return of the paid remuneration(Clawback) based on the resolution of the Board of Directors when there was an adjustment of financial results afteran announcement due to a significant revision of financial statements or there was a significant violation or breachof internal rules by an officer.

5. Method to determine the remuneration and other payments for individual Directors
As for the policy to determine the remuneration and other payments for Directors (including the method to determine
individual payments. Hereinafter referred to as the “Determination Policy”), the Governance and Remuneration
Committee chaired by an Outside Director with the majority of its members consisting of independent Outside
Directors/Audit & Supervisory Board Members deliberates on the Determination Policy, including theappropriateness of the remuneration levels, and provides reports to the Board of Directors for its determination of the
Policy.

55

As for the determination of individual payments for Directors, the Governance and Remuneration Committee
confirms the conformity to the Determination Policy and provides reports. Within the range of the maximum amountof remuneration resolved at a General Meeting of Shareholders, the payments are resolved at a meeting of the Boardof Directors. However, as for the individual evaluation remuneration of the short-term incentive, the determinationof payment for individual quantitative evaluation is commissioned to the President and CEO Masumi Kakinoki
because it is judged that the person at the head of business execution is the most appropriate person. To improve theobjectiveness, fairness and transparency, as for the amounts to be paid, the Governance and Remuneration Committee
shall confirm that the evaluation has been conducted within the scope commissioned by the Board of Directors, andreport them to the Board of Directors.
Regarding the remuneration and other payments for individual Directors for FY2023, since the Governance andRemuneration Committee deliberates on the conformity of the Determination Policy and provides reports to theBoard of Directors, the Board respects the reports and they are deemed to be in conformity with the Determination
Policy.

(Supplementary matter)
The process regarding remuneration for Executive Officers who do not concurrently serve as Director is the same
remuneration framework and determination process as those for Directors.

Reference: Performance-based compensation, Restricted Stock, and TSR-linked Performance Share Units
1. Overview of Performance-based compensation
Performance-based compensation is a monetary compensation granted to the Corporation’s eligible Executive
Directors, the amount of which is calculated based on the evaluation indicators of each fiscal year. The evaluation
indicators shall be consolidated net profit (profit attributable to owners of the parent) and core operating cash flow,which are important KPIs for each fiscal year. The amount is calculated using the actual values of the coefficient by
position and the evaluation indicators, and it fluctuates within the range between 0% and 230% of the basic
compensation by position. It will be paid in a lump sum at the end of each fiscal year.

56

2. Overview of Restricted Stock
The Corporation’s common stock of the number suitable to the standard amount determined for each position isallotted to the Eligible Directors every year with restriction on transfer. The Eligible Directors will receive the issue
or disposition of the shares in exchange for a contribution in kind of all of the monetary remuneration claims to be
paid by the Corporation. In addition, the grant of the shares is subject to the execution of an allotment agreement
between the Corporation and the Eligible Directors, which contains the terms and conditions for free acquisition by
the Corporation, etc., and the shares granted are subject to a transfer restriction period from the date of stock allotment
until the retirement from a position of Director and Executive Officer or other positions predefined by the Board of
Directors of the Corporation or the resignation from the Corporation.

3. Overview of TSR-linked Performance Share Units
The plan of TSR-linked Performance Share Units grants to the Eligible Directors a number of reference units
equivalent to the reference amounts separately determined for each position each year, and according to the degreeof achievement of the relative TSR over a three-year period (the “Evaluation Period”), grants thereto after the end of
the Evaluation Period shares of common stock of the Corporation for which a certain transfer restriction period isprovided. The Eligible Directors will receive the issue or disposition of the shares in exchange for a contribution inkind of all of the monetary remuneration claims to be paid by the Corporation according to the achievement of therelative TSR. In addition, the grant of the shares under this plan is subject to the execution of an agreement between
the Corporation and the Eligible Directors with contents equivalent to the allotment agreement pertaining to
Restricted Stock, and the shares granted are subject to a transfer restriction accordingly.

(1) Method of calculating the amount of monetary remuneration claims
The amount of monetary remuneration claims for the grant of the shares to be paid to the Eligible Directors (in this(1), including persons who, during the Evaluation Period, come to hold the position of Directors or Executive Officersof the Corporation, or any other position predetermined by the Board of Directors of the Corporation) is calculated
by multiplying the number of the shares ultimately to be allotted to the Eligible Directors (the “Final Number ofAllotted Shares”) by the value that is not particularly favorable to the Eligible Directors based on the closing priceof the Corporation’s common stock on the Tokyo Stock Exchange on the business day immediately preceding thedate of the resolution of the Board of Directors to be held after the end of the Evaluation Period determining the issue
or disposition of shares for the allotment.

Method of calculating the Final Number of Allotted Shares
1- The Final Number of Allotted Shares shall be calculated by multiplying the number of reference units
corresponding to the reference amounts determined by the Board of Directors in advance for each position by theratio corresponding to the degree of achievement of the relative TSR during the Evaluation Period as follows:

Final Number of Allotted Shares = the number of reference units multiplied by the following ratio57

2- The ratio shall be determined according to the achievement of relative TSR as follows:
Relative TSR

Ratio

150% or above

150%

50% or above and below 150%

Same percentage as relative TSR

Below 50%0%Note, however that if the Corporation’s TSR is 100% or below, the maximum shall be 100% even when therelative TSR is 100% or above.
3- Relative TSR is calculated using the following formula by which the Corporation’s Total Shareholder Return(TSR) for the Evaluation Period is compared with the TOPIX (including dividends) growth rate for the same period.

the Corporation's TSR
Relative TSR =(B + C) / A=

TOPIX (including dividends) growth rate

E/D

A: The average of the closing price of the Corporation’s common stock on the Tokyo Stock Exchange on each
day for the three months immediately preceding the day before the first date (inclusive) of the Evaluation Period
B: The average of the closing price of the Corporation’s common stock on the Tokyo Stock Exchange on each
day for the three months immediately preceding the last date (inclusive) of the Evaluation Period
C: The total amount of dividends per share of the Corporation’s stock corresponding to the dividend record dateduring the Evaluation Period
D: The average of the closing price of the TOPIX (including dividends) on the Tokyo Stock Exchange on each
day for the three months immediately preceding the day before the first date (inclusive) of the Evaluation Period
E: The average of the closing price for the TOPIX (including dividends) on the Tokyo Stock Exchange on each
day for the three months immediately preceding the last date (inclusive) of the Evaluation Period(2) Terms and conditions of allotment of the shares to Eligible Directors
The Corporation will allot the shares of the Final Number of Allotted Shares to the Eligible Directors after the endof the Evaluation Period if the Eligible Directors meet all of the requirements in the following items or if the Boardof Directors of the Corporation deems it necessary to achieve the purpose of the TSR-linked Performance Share Units
Plan:(i) The Eligible Directors held the positions of Director or Executive Officer of the Corporation, or other positions
predetermined by the Board of Directors of the Corporation on an ongoing basis during the Evaluation Period;and(ii) There was no certain misconduct as determined by the Board of Directors of the Corporation.

58

If the Eligible Directors resign or retire from their positions prescribed in advance by the Board of Directors of the
Corporation due to expiration of their terms of office, death, or other justifiable reasons during the Evaluation Period,
the Corporation may reasonably adjust the number of the shares to be allotted to those who resigned or retired (ortheir successors in the event of resignation or retirement due to death) in light of such factors as their terms of office.

59