GovernanceAppendix Corporate Governance Report

I

Basic Views on Corporate Governance,
Capital Structure, Corporate Profile andOther Basic Information

IV Matters Related to the Internal
Control System
V Other

II Business Management Organization andOther Corporate Governance Systems
regarding Decision-making, Execution
of Business, and Oversight inManagement
III Implementation of Measures for
Shareholders and Other
Stakeholders

The following is the Corporate Governance Report updated on
December 8, 2023, which was submitted to the Tokyo Stock
Exchange. The latest reports regarding corporate governance of
the Company, Corporate Governance Report and Marubeni’s
Corporate Governance Code Initiatives (Revised on June 11, 2021),
are available on our website.
https://www.marubeni.com/en/company/governance/index.
html?id=anc_01&
Marubeni Corporation
Sustainable Development Report 2024

139

[Translation]*This document is an English translation of materials originally prepared in Japanese.
The Japanese original shall be considered the primary version.

Corporate Governance Report
Last Update: December 8, 2023
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.”
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:

(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 attached to this report.

<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 attached to this report.

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)
EUROCLEAR BANK S.A./N.V.
Custody Bank of Japan, Ltd. (Trust account)
Meiji Yasuda Life Insurance Company
JPMorgan Securities Japan Co., Ltd.
Mizuho Bank, Ltd.
STATE STREET BANK WEST CLIENT-TREATY 505234
Sompo Japan Insurance Inc.
Nippon Life Insurance Company
JP MORGAN CHASE BANK 385632
Controlling Shareholder (except for Parent
Company)
Parent Company

269,050,200
127,969,315
97,798,300
37,636,918
32,661,050
30,000,000
27,975,303
26,250,000
23,400,585
20,749,812

Percentage
(%)
15.86
7.54
5.77
2.22
1.93
1.77
1.65
1.55
1.38
1.22

―
None

Supplementary Explanation
The [Status of Major Shareholders] sets forth the information as of March 31, 2023. On June 19, 2023,
National Indemnity Company submitted a Statement of Changes to the Statement of Large-Volume Holdings,
which states that as of June 12, 2023, National Indemnity Company holds the following shares of the
Corporation:••••

Name of Shareholder: National Indemnity Company
Address of Shareholder: 1314 Douglas Street, Suite 1400, Omaha, Nebraska, United States
Number of Shares Owned: 141,000,200
Percentage: 8.30%

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

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
The Corporation has many group companies that span a wide variety of businesses all across the globe. As such, theCorporation respects the autonomy of these group companies, while also remaining responsible for the business
management and monitoring of them as shareholder and business owner, and striving for the improvement andoptimization of 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 willcontribute to improving and optimizing corporate value. The Corporation (i) shares and disseminates MarubeniGroup management policy, (ii) builds and strengthens group governance through the clarification of theabovementioned responsibilities, and (iii) maintains and plans the codification of necessary systems, policies andrules. As such, the Corporation established and adopted the “Marubeni Group Governance Policy” in April, 2017 forgroup companies, and is advancing the dissemination and credentials of group governance.
The Corporation owns ARTERIA Networks Corporation (“ARTERIA”), formerly a listed subsidiary of the
Corporation, whose stocks were listed on the Prime Market of Tokyo Stock Exchange.

In order to realize further

enhancement of the corporate value of ARTERIA, the Corporation and SECOM CO., LTD. jointly acquired theshares of common stock of ARTERIA by tender offer and conducted a series of procedures to make SECOM CO.,LTD. and the Corporation the only shareholders of ARTERIA.

As the result, in accordance with the Tokyo Stock

Exchange’s delisting criteria, the shares were delisted on October 18, 2023.

The Corporation, therefore, owns nolisted subsidiaries as of the date of this report. For more details of the tender offer and delisting, please refer to“Notice Concerning Results of Tender Offer for Shares of ARTERIA Networks Corporation (Securities Code:4423)”
posted on our website on August 3, 2023.

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

Kyohei Takahashi
From another company△
Yuri Okina
From another company
Masato Kitera
Other
Shigeki Ishizuka
From another company△
Hisayoshi Ando
Other○
Mutsuko Hatano
Other○* 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)

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

Designationas
Independent
Director

KyoheiTakahashi

Yuri Okina

Yes

Yes

Supplementary
Explanation of
the Relationship

Reasons of Appointment

Mr. Takahashi was an
executive of former
Showa Denko K.K.
(currently,
Resonac
Holdings K.K.). Thereisacontinuoustransaction relationshipbetween Showa Denko
and the Corporation, in
which the Corporation
sells raw materials to
Showa Denko and the
Corporation purchasesShowa
Denko’s
products and so on. Net
sales of the Corporation
to Showa Denko for thethree business years
from
FY2019to
FY2021 account for
0.06%
of
the
consolidated revenue of
the Corporation during
said three-year period,
whereas net sales ofShowa Denko to the
Corporation account for
0.07%
of
the
consolidated revenue of
the Corporation during
said three-year period;
both
of
these
percentagesareinsignificant.

Mr. Takahashi has profound insight cultivated throughinvolvement in corporate management at aninternational company. He vigorously stated opinions
at meetings of the Board of Directors from a practical
viewpoint. As an Outside Director of the Corporation,
he has been providing advice to management andappropriately supervising business execution. He is
also well-versed in corporate governance. As thechairman of the Governance and Remuneration
Committee, he demonstrated strong leadership in
discussion on establishment of a governance structureetc. in order to enhance soundness, transparency, andefficiency of the Corporation’s management.
Because he is expected to continue to fulfill the rolestated above and in view of the report 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. Takahashi 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.

Not applicable

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, the Financial System
Council and the 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 to management and appropriately

MasatoKiteraYes

Not applicable

supervising business execution. Additionally, as thechair of the Nomination Committee, she led
discussion in order to enhance soundness,transparency, and efficiency of the Corporation’s
management.
Because she is expected to continue to fulfill the rolestated above and in view of the report 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 experience related todiversity, 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 rapidly changing
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 efficiency of
the Corporation’s management.
Because he is expected to continue to fulfill the rolestated above and in view of the report 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 stipulated

Shigeki
Ishizuka

Hisayoshi
Ando

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
betweenthese
companies and the
Corporation during thethree business years
from
FY2019to
FY2021.

Yes

Mr. Ando is an
executive of Tokyo
Small and Medium
Business Investment &Consultation CO., LTD.
There
were
no
transactions
betweenthis company and the
Corporation during thethree business years
from
FY2019to
FY2021.

by 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 rapidly changing
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 efficiency of the Corporation’s management.
Because he is expected to continue to fulfill the rolestated above and in view of the report 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” (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. Ando served in key positions in the governmentand has profound insight about economic, industrial,and political trends in Japan and overseas. As an
Outside Director of the Corporation, he has been
providing advice to management and appropriately
supervise business execution from objective andspecialist perspectives in light of the rapidly changing
world situation in order to enhance soundness,transparency, and efficiency of the Corporation’s
management. Additionally, as an advisor to the
Sustainability Management Committee, he has beenproactively expressing his opinions of overallsustainability matters from an independent, external
perspective.
Because he is expected to continue to fulfill the rolestated above and in view of the report by the
Nomination Committee, the Board of Directors

Mutsuko
HatanoYes

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 from
FY2019 to FY2021.
In addition, Ms. Hatano
was
Representative
Director and Presidentof the Japan Society ofApplied Physics. There
were no transactions
betweentheorganization and the
Corporation.

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 fundamental research ata large manufacturer, Ms. Hatano assumed the officeof Professor at the Department of Electrical andElectronic Engineering, School of Engineering ofTokyo Institute of Technology, which is one of theleading universities in Japan and has been working on
quantum-related research for many years. Throughher abundant experience in academic societies andgovernment agencies, she has been contributing to theadvancement of science and technology. In addition,
serving as Outside Director of a global company formany years, she has been making a contribution to theenhancement of its corporate governance as thechairperson of the Board of Directors.
She is expected to provide advice to the Corporation’s
management and proper supervision of the executionof duties appropriately since she has a wide breadth ofexperience and expertise in science, technology andhuman resource development as mentioned above.
Therefore, in view of the report by the Nomination
Committee, the Board of Directors decided to appoint
her as a new candidate for Outside Director, and thenshe was appointed as an Outside Director byresolution of the General Meeting of Shareholders.
No personal, capital or transaction relationships
between Ms. Hatano and the Corporation existed in
the past 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.

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

Established

Committee’s Name, Composition, and Attributes of Chairperson

All Committee Members

4

Committee
Corresponding
toRemuneration Committee
Governance and Remuneration
Committee
6Full-time Members

1

2

Internal Directors

1

2Outside Directors

33Outside Experts

0

0

Other

0

1

Chairperson

Outside Director

Outside Director

Committee’s Name

Committee
Corresponding
Nomination Committee
Nomination Committee

toSupplementary 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 FY2022, 6
Committee meetings were held for deliberations regarding candidates of Director and Audit & Supervisory
Board Member and succession plans etc., and all the Committee members attended all the meetings.
・ 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● 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 theBoard 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 FY2022, 7 Committee meetings were held for deliberations
regarding remuneration for Directors and Executive Officers, review of compensation plans, evaluation of theeffectiveness of the Board of Directors, and disclosure of information on Directors/Audit & Supervisory Board
Members. All Committee members attended all of the meetings.
・ Composition of Committee
Chairperson Kyohei Takahashi

Outside Director

Members

Masumi Kakinoki

President and CEO, Member of the Board

Akira Terakawa

Senior Executive Vice President, Member of the Board

Masato Kitera

Outside Director

Hisayoshi Ando

Outside Director

Tsuyoshi Yoneda

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 thefinancial results, and trends on accounting audits, etc. at monthly meetings. The Corporation’s Accounting
Auditor for FY2022 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 FY2022, the Audit & Supervisory Board
met 17 times, and all Audit & Supervisory Board Members were present at all meetings of the Audit &Supervisory Board during their terms of office, excluding Mr. Kikuchi, who was absent for 1 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
Yoichi Kikuchi
LawyerShigeru
Professor
Nishiyama* 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
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 inTsuyoshi
Yonedakey positions in the government from which he
Yes

Not applicablegained 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 therapidly changing world situation in order toenhance soundness, transparency, and efficiencyof the Corporation’s management. Additionally, hevigorously stated opinions as a Governance andRemuneration Committee member.
In view of the above and the report by the
Nomination Committee, the Board of Directors
decided to reappoint him as a candidate for
Outside Audit & Supervisory Board Member, andthen he was appointed as an Outside Director byresolution of the General Meeting of Shareholders.
Further, no personal, capital or transaction
relationships existed between Mr. Yoneda and the
Corporation in the past or exist currently, and hesatisfies the requirements in the “Standards andPolicies for the

Independence of Outside

Directors/ Audit & Supervisory Board Members of
the Corporation” (as set forth on II.3). Hence, theCorporation appointed him as an Independent
Auditor stipulated by the financial instruments
exchanges and notified the said exchanges of suchappointment.
Mr. Kikuchi has a wealth of experience in legal
circles and excellent expertise and profoundinsight cultivated through his experience. The
Corporation expects that he will appropriately
fulfill duties as an Outside Audit & Supervisory
Yoichi
KikuchiYes

Not applicable

Board Member from a specialist, objective andneutral viewpoint in order to enhance soundness,transparency and efficiency in the Corporation’s
management, by monitoring and supervising
management, contributing to improvement ofcorporate governance and the enrichment of audits
by the Audit & Supervisory Board.

In view of the above and the report by the
Nomination Committee, the Board of Directors
decided to appoint Mr. Kikuchi as a candidate for
Outside Audit & Supervisory Board Member, andthen he was appointed as an Outside Audit &Supervisory Board Member by resolution of theGeneral Meeting of Shareholders. No personal,
capital or transaction relationships between Mr.
Kikuchi and the Corporation existed in the past or
exist currently, and he satisfies the requirements inthe “Standards and Policies for the Independenceof Outside Directors/ Audit & Supervisory Board
Members of the Corporation” (as set forth on II.3).
Hence, the Corporation appointed him as an
Independent Auditor stipulated by the financial
instruments exchanges and notified the saidexchanges of such appointment.
Mr. Nishiyama has a high degree of expertise anda wealth of experience in accounting and financeand profound insight cultivated through such
experience, as well as abundant experience as
outside director/auditor of various companies. The
Corporation expects that he will appropriately
fulfill duties as an Outside Audit & Supervisory
Board Member from a specialist, objective andneutral viewpoint in order to enhance soundness,transparency and efficiency in the Corporation’s

Shigeru
Nishiyama

Yes

Not applicablemanagement in monitoring and supervision ofmanagement and contribute to improvement ofcorporate governance of the Corporation andenrichment of audits by the Audit & Supervisory
Board.
In view of the above and the report by the
Nomination Committee, the Board of Directors
decided to appoint Mr. Nishiyama as a candidate
for Outside Audit & Supervisory Board Member,and then he was appointed as an Outside Audit &Supervisory Board Member by resolution of theGeneral Meeting of Shareholders. Further, no
personal, capital or transaction relationships
existedbetweenMr.

Nishiyama

and

the

Corporation in the past or exist currently, and hesatisfies the requirements in the “Standards andPolicies for the

Independence of Outside

Directors/ Audit & Supervisory Board Members of
the Corporation” (as set forth on II.3). Hence, theCorporation has appointed him as an Independent
Director stipulated by the financial instruments
exchanges and notified the said exchanges of suchappointment.

[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.
[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration / Other

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 andoverview of the said compensation, please refer to “Overview of the Corporation’s Policy to Determine theRemuneration And Other Payments for Directors” at the bottom of this report.
Until FY2022

The remuneration of Directors other than Outside Directors (“Eligible Directors”) consists of basic remuneration,
which is a fixed amount that is in accordance with the roles of the Eligible Directors, performance-linked
remuneration, which is linked to consolidated business results in the previous fiscal year, additional pay andpersonal evaluation pay, and shares with restriction on transfer subject to market-capitalization-based
exercisability conditions (“Market Capitalization-linked Performance Share Units”). Form of payment consistsof cash, shares with restriction on transfer (“Restricted Stock”) and Market Capitalization-linked Performance
Share Units.
Performance based compensation:
If the “sum of 50% of consolidated net income (profit attributable to the owners of the parent) and 50% of core
operating cash flow in the previous business year” is below 100 billion yen, performance-linked remuneration
is made 0, and if it is 100 billion yen or more, it is made an amount calculated by multiplying the amount of baseannual compensation by a multiplication factor that proportionally increases (an increase of approximately 2%
per increase of 5 billion yen). In order to achieve a balanced format for compensation that is linked with the
Corporation’s performance, up to FY2018, only consolidated net income (profit attributable to owners of theparent) for the previous business year was used as an indicator. From FY2019 the “sum of 50% of consolidated
net income (profit attributable to owners of the parent) and 50% of core operating cash flow in the previous
business year” is used an indicator, and the aim of this is to further strengthen alignment between thecompensation system and the management targets of the previous Mid-Term Management Strategy “GC2021.”
As for consolidated net income (profit attributable to owners of the parent) and core operating cash flow in
FY2021, which were used for the calculation of performance-linked remuneration in FY2022, the target valueof each at the beginning of the year (announced on May 6, 2021) was 230 billion yen and 350 billion yen. The
actual value was 424.3 billion yen and 570.5 billion yen.
Stock-Based Compensation:
Beginning in FY2021, the Corporation has introduced Restricted Stock and Market Capitalization-linked
Performance Share Units to Eligible Directors. The purpose of this is to give the Eligible Directors an incentive
to work to sustainably enhance the corporate value of the Corporation in the medium to long term, thereby
enhancing future market value, and promoting greater value sharing with shareholders.
1. Restricted Stock
20% of the base annual remuneration and performance-based compensation is granted as Restricted Stock to the
Eligible Directors with a certain no transfer period. An Eligible Director may not transfer, create security interest
over, or otherwise dispose of the Corporation’s common shares which were allotted to them under the Allotment
Agreement during the period from the day the shares were allotted to them under the Allotment Agreement until
immediately after the time the Eligible Director resigns or retires from their position as Director, Executive
Officer, or other officer or employee of the Corporation or the Corporation’s subsidiary that the Corporation’s
Board of Directors designates. The purpose of the no transfer period is to promote greater value sharing withshareholders in the medium to long term.
2. Market Capitalization-linked Performance Share UnitsUp to 1.5 times an amount equivalent to 10% of base annual compensation is allotted as Market Capitalizationlinked Performance Share Units on top of the base compensation. Market Capitalization-linked Performance
Share Units refers to the Corporation’s common shares that the Corporation will issue to Eligible Directors (ordispose of) in accordance with the achievement of targets linked to market value growth rate and otherperformance indicators predetermined by the Corporation’s Board of Directors.
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
FY2022, please refer to “Total of Remuneration And Other Payments for Directors and Audit & Supervisory
Board Members in FY2022” at the bottom of this report.
(b) For the individuals to whom the total amount of compensation paid exceeded 100 million yen in FY2022,
please refer to “Total of Remuneration And Other Payments for Directors and Audit & Supervisory Board
Members in FY2022” 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 ofthe compensation levels, and provides reports to the Board of Directors. The remuneration amount is determinedby resolution of the Board of Directors.
From FY2023
Please refer to “Overview of the Corporation’s Policy to Determine the Remuneration And Other Payments for
Directors” at the bottom of this report.
Until FY2022

The remuneration of Directors other than Outside Directors consists of basic remuneration, which is a fixedamount that is in accordance with the roles of the Directors, performance-linked remuneration, which is linked toconsolidated business results in the previous fiscal year, additional pay, and personal evaluation pay, Market
Capitalization-linked Performance Share Units. Additional Pay consists of director bonuses and representative
director bonuses, and personal evaluation pay consists of an organization performance evaluation and a qualitativeevaluation. For the organization performance evaluation, the evaluation item is whether the consolidated net
income target and the core operating cash flow target are achieved or not. The amount in which the organization
performance evaluation is reflected is calculated by multiplying base annual compensation by the ratio determinedby the Board of Directors corresponding to the achievement/non achievement of the target. Qualitative evaluation
takes into consideration business results in the fiscal year, medium- to long-term contributions (such as efforts
and initiatives for new value creation toward the future) and other such measures. The amount in which qualitativeevaluation is reflected is calculated by multiplying base annual compensation by a ratio which has been
determined by the Board of Directors to reflect the qualitative evaluation. Concerning the individuals’ evaluationbased compensation, the President who is the chief executive officer is judged to be most suitable for conducting
qualitative evaluation and the Board of Directors has given President & CEO Masumi Kakinoki the authority forthe said evaluation (the “qualitative evaluation by the President”). In order to ensure appropriate exercise of thisauthority, the ratio to reflect the qualitative evaluation by the President is within the range determined by the
Board of Directors.
The performance-based compensation is described in the above Incentive Policies for Directors, all of whom are
independent from business execution, consists entirely of base annual compensation, and does not include
performance-linked remuneration.
[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,compensation, etc.)

Term

Toru Tsuji

Honorary

None

Part-time, no compensation

March 2008

Corporate(Retirement as

AdvisorChairman of the

Not setBoard)
None

Part-time, no compensation

March 2013

Nobuo

Honorary

KatsumataCorporate(Retirement as

AdvisorChairman of the

Not setBoard)
Teruo Asada

Honorary

None

Part-time, no compensation

March 2019

Corporate(Retirement as

AdvisorChairman of the

Not setBoard)
Number of Advisors, Counselors, etc. Who Were
Formerly President and CEO, etc.

3

Matters relating to Former Presidents and CEOs, etc.
・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 Corporation may appoint a Corporate Advisor, who will not engage in business execution but will engage inactivities in the business community and activities with high social significance.
・The President appoints retired officers of the Corporation as Corporate Advisors. When persons who retired fromthe posts of Chairman or President of the Corporation are appointed to the post of Corporate Advisor, they are titledHonorary 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 female), 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), 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 accordancewith 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, 3 Managing Executive
Officers, and 1 Executive Officer. 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 40 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:・ Investment and Credit Committee (in principle, weekly; 22 times in FY2022)
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 FY2022)
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; 3 times in FY2022)
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 FY2022)
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; 11 times in FY2022)

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 FY2022 is as follows: inthe said fiscal year, the Board of Directors met 16 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. Kikuchi, who was absent for 1 meeting. At the same time, the Board of Directors received reports
regularly from Directors to supervise their execution of duties. In FY2022, the Board of Directors mainly deliberated
as below:- Policy to enhance the corporate governance system (revision of criteria for submission to the Board of Directors,
improvement of organizational capability in business investments, etc.)- Investment and financing projects (establishment of a wholly-owned subsidiary through a corporate spinoff in ICT
field, etc.)- Financial results and other finance related matters (share repurchases, etc.), remuneration for Directors/Audit &Supervisory Board Members- Evaluation of the effectiveness of the Board of Directors, internal control related matters, etc.
The Audit & Supervisory Board met 17 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’
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 31times and discussed and made decisions
regarding management-related policies and important company-wide matters. In addition, the Committee of Chief
Operating Officers met 3 times, 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 (3 dedicated staff members as ofApril 1, 2023) to support the Audit & Supervisory Board Members, which work together with the Audit Department(86 people as of April 1, 2023) 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
The following Audit & Supervisory Board Member is judged to have considerable knowledge regarding finance andaccounting as described below:(Audit & Supervisory Board Member Mr. Shigeru Nishiyama)
Mr. Nishiyama is a certified public accountant and a professor of Waseda Business School (Graduate School ofBusiness and Finance). Hence, he has considerable knowledge about finance and accounting.
In order to enable (i) each of the Outside Directors, namely Mr. Kyohei Takahashi, Ms. Yuri Okina, Messrs. Masato

Kitera, Shigeki Ishizuka, and Hisayoshi Ando, and Ms. Mutsuko Hatano, (ii) the Director Mr. Fumiya Kokubu, (iii)each of the Outside Audit & Supervisory Board Members, who are Messrs. Tsuyoshi Yoneda, Yoichi Kikuchi, andShigeru Nishiyama, and (iv) the Internal Audit & Supervisory Board Members, who are Messrs. Takao Ando andToshiaki Kida, to fully perform their duty 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 without gross negligence inperforming 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
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.
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 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.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Early Notification of General
Shareholder Meeting

Supplementary Explanations
Will have been sent about 3 weeks ahead of a General Meeting of
Shareholders.

Scheduling AGMs to Avoid
Peak Day

Held to avoid peak day on which many companies hold general meetings ofshareholders.

Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform
Providing Convocation Noticein English

The Corporation utilizes a system operated by the administrator ofshareholders’ register.
The Corporation uses the voting platform for institutional investors by ICJ.

Other

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

2. IR Activities
Supplementary Explanations

Explanation by the
representative

Preparation and Publication ofDisclosure Policy

Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional
Investors

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 three 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 regular meetings for securities analysts andinstitutional investors. In FY2022, 390 securities
analysts and institutional investors, in total, joined themeetings.
<Main Interests of Securities
Institutional Investors>

Analysts

and

Yes

Yes

•

Regular Investor Briefings forOverseas Investors

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

Impacts of the global inflation and economic
recession on the business results/performance;•
Cash allocation plan;•
Policy on shareholder returns (e.g., dividends,
share buybacks);•
Investment policy and status of investment
pipeline;•
Drivers of growth and focus areas;•
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
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
FY2022, the President and/or Director in charge of IR
made business trips to North America, the EU, andAsia and held the in-person or online meetings with165 overseas investors (in total).
Business results information, integrated reports,
shareholder reports, quarterly reports, annual
securities 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 Director in charge of IR
and has in place the IR Section, Finance Department
as a division in charge of IR.

Yes

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders
Implementation ofEnvironmental Activities, CSR
Activities etc.

Supplementary Explanations
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.
Creation of environmental and social values through business activities
In FY2018, the Corporation established the Sustainability Management
Committee. Outside Directors and 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 was
newly established. Furthermore, Sustainability Leaders and Sustainability
Managers overseeing sustainability management were appointed at eachorganization, and thus the entire group is working together to push forwardinitiatives regarding sustainability. The details of such activities are
introduced in the Integrated Report issued every year.

Development of Policies on
Information Provision to
Stakeholders
Other

Social contribution activities, etc.
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. For
details of these activities, please see the following URL on the Corporation’s
website.
https://www.marubeni.com/en/sustainability/contribution/
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 details regarding the “GC2024” Marubeni Group HR
Strategy, please refer to the Corporation website and Integrated Report. The
headcounts, ratios and scores shown in this item are those of the Corporation(non-consolidated basis).
Striving to Understand and Promote Diversity
From FY2021, “Marubeni Diversity Days” were held under the themes of
the importance of diversity, unconscious bias, people with disabilities,
multicultural co-creation, and LGBTQ, providing an opportunity for all
employees to consider diversity from various perspectives. In addition tothese events, the Corporation will continue its efforts to understand andpromote diversity in the future.
Promoting the Empowerment of Female Employees
In the 5-year action plan (phase 2) enacted on April 1, 2021, the Corporation
set 4 quantitative targets, including increasing the ratio of women in all
career-track positions to at least 15% (13.2% as of March 31, 2023) and theratio of women in all management positions to at least 10% (8.2% as ofMarch 31, 2023), by the end of March 2026 as means to focus on further
promoting the empowerment of female employees.
Action Plan for Empowering Female Employees (Japanese language only):https://positiveryouritsu.mhlw.go.jp/positivedb/planfile/202103251414514613827_1.pdf

In FY2022, the Corporation established a new policy for promoting theempowerment of female employees: “Female Empowerment at Work 2.0.”
Aiming for a workplace where female employees are more deeply involvedin management and decision making in business, the Corporation willfurther enhance growth opportunities for female employees and expand andstrengthen their career paths towards decision-making positions. The
Corporation is strengthening female recruitment for career-track positions,and in December 2020, the target for increasing the ratio of female
employees in career-track positions among new graduates hired was set toaround 40-50%. In FY2022, the ratio of female employees in career-track
positions among new graduates hired was approximately 40%. Goingforward, the Corporation intends to further raise this target and aim toincrease the ratio of female employees in all recruitment channels to around50%, a ratio that reflects societal demographics.
In addition, in conjunction with International Women’s Day, the Corporation
is making group-wide efforts to foster a corporate culture that supports theactivities of women by holding Marubeni International Women’s Day since2017 and deploying initiatives such as providing a message from the CEO
at this event.
Female Empowerment at Work 2.0:
https://www.marubeni.com/en/news/2022/release/data/20220812E.pdf
Promoting the Participation of Foreign National Employees
As of March 2023, the Corporation has approximately 60 non-Japaneseemployees, of whom 30 are in managerial positions. Going forward, theCorporation will ensure diversity in managerial and core positions inaccordance with the Marubeni Group HR Strategy. Having a large numberof group companies in various countries and regions, the Marubeni Group
has an array of human capital, diverse in terms of nationality and otheraspects of identity, who play an active role in their respective workplaces
and contribute to the enhancement of the Group's corporate value.
Promoting the Participation of Mid-Career Hires
The Corporation conducts mid-career hiring throughout the year andemploys human capital from diverse age tiers and backgrounds. Mid-career
recruits accounted for 21.7% of its total hires for FY2022, and as of October
2022, mid-career hires accounted for 16.5% of management positions. The
Corporation’s mid-career hiring is based on the needs of the workforce, andalthough the Corporation does not have a numerical target, it will continue
to promote diversity in management and core human capital in accordancewith the Marubeni Group HR Strategy.
Promoting the Advancement of Late-Career Employees and Employees
Involved in Digital Transformation
In order to further promote the activities of its senior human capital, theCorporation introduced a continued employment scheme and established theCareer Counselling Section within the Human Resources Department.
Additionally, the Corporation enhanced measures to support senior careers
in the personnel management reform for FY2021. For another initiative, theCorporation disclosed a series of programs designed to develop and enhance
our digital human resources infrastructure in “GC2021 >> DX,” its DX
strategy, which was released in February 2021.
Initiatives for Supporting Diverse Human Capital

The Corporation will focus on creating an environment where each
employee can maximize their potential. In FY2021, the Corporation
introduced a “mission-based HR system.” This system encourages theexecution of the organization’s strategy and human capital growth byassigning merit-based missions and challenging larger missions. 80-90% of
our employees in a survey conducted for FY2022 provided a positive
response to this system.
Through multifaceted observations and self-assessment, the Corporation
visualizes the characteristics of each employee’s behaviors, strengths,
challenges, etc. The scope of these assessments is being expanded, and in
FY2022, approximately 64.9% of all employees (more than 82.5% of careertrack employees) were assessed, and the Corporation will continue to further
expand the target of these assessments. Visualized information is used byeach organization for considering personnel transfers/assignments, mission
assignments, and day-to-day team management and by individuals for selfreflection, future skill development, and career plans. Additionally, topromote and support autonomous work styles that enable diverse humancapital to create new value, the Corporation is maximizing organizational
and individual performance through a company-wide “work fromanywhere” policy (a system where employees are allowed to work fromhome or satellite offices), which increases work location options and helps
employees pursue the best mix between working from the office and otherlocations.
In order to position the maintenance and promotion of employee health as
an important management issue and to support our employees, the source ofthe Marubeni Group’s growth, the director in charge of the Human
Resources Department, as the individual with the highest responsibility,
promotes health management measures such as improving health literacy;
countermeasures towards cancer, lifestyle-related diseases, and mental
health; and strengthening efforts for maintaining and promoting women’s
health. Marubeni’s efforts have been recognized by external organizations,and in 2015 and 2023, Marubeni was selected as a “Health & Productivity
Stock,” a recognition jointly selected by the Ministry of Economy, Tradeand Industry and the Tokyo Stock Exchange. Furthermore, Marubeni has
been recognized as a “Health and Productivity Management Organization(White 500)” by the Ministry of Economy, Trade and Industry and the Japan
Health Council for six consecutive years since 2018.
Comparing Marubeni’s employee engagement score with other companies,
in FY2022, Marubeni’s score was 59.2* compared to an average of 50.0 atother companies. Marubeni was awarded third place in the large company
category (2,000 or more employees) in the Best Motivation Company
Awards 2023 by Link and Motivation Inc. (Marubeni was awarded fourth
place in FY2021.) The Corporation’s efforts to support the activities of adiverse range of human capital links with improving employee satisfaction
and motivation.
To deepen human capital management, it is necessary for management tobecome more involved in bringing out the strengths of employees andpromoting human capital strategies linked to management strategies. The
Talent Management Committee, a committee focused on human capital
strategies and comprised of the CEO, CAO, CSO, and CHRO, meets 5 to 10
times a year to discuss various issues related to human capital management.
This committee continually discusses optimal human capital allocations andstructures and personnel systems and measures that include planning forhuman capital training for the entire Marubeni Group. Reforms are
implemented promptly by this committee as well.

*Engagement score (deviation) that indicates organizational status. A
deviation of 50 is the average for companies using services provided by Link
and Motivation Inc.

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 (the “Marubeni Group”) made up of the
Corporation and all Marubeni Group companies (the Corporation’s consolidated subsidiaries and companies deemedas equivalent to subsidiaries; the same shall apply hereinafter) are conducted appropriately. The Corporation regularly
reviews the Basic Internal Control Policy in response to changes in social conditions so as to realize a system that ismore 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 of
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 (the “officers”) and employees to practice corporate
activities in accordance with compliance. To achieve the goal, it establishes various committees, including theCompliance 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.

(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.

(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, the CDIO, and Division COOs to create a system that enables
swift decision-making regarding jurisdictional products in Japan and abroad. Further, the Corporate Staff Groupmanages, 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 business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.
(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 audit or accounting 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.

(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, Group CEOs, the 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 discover that there is a concernthat 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 fromthem, to report directly or indirectly to the Audit & Supervisory Board Members. Notwithstanding the above, theAudit & 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
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.

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.

(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, quarterly 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/Annual 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

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.

Figure 1: Corporate Governance System

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

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.

Total of Remuneration And Other Payments for Directors and Audit & Supervisory Board Members in
FY2022(a) The total of remuneration and other payments for Directors and Audit & Supervisory Board Members in FY2022
are as follows:

Note 1. The amounts below 1 million yen are rounded off.
Note 2. “Basic compensation” includes “bonuses” and “individuals’ evaluation-based compensation.”
Note 3. The above-stated number of recipients includes 8 Directors (including 1 Outside Director) who retired by thelast day of FY2022. As of March 31, 2023, the Corporation had 10 Directors (including 6 Outside Directors) and 5
Audit & Supervisory Board Members (including 3 Outside Audit & Supervisory Board Members). Directors’ total
amount of payment above includes the amount charged to expense, etc., during FY2022 regarding Market
Capitalization-linked Performance Share Units that will be allocated in FY2024 or later and “[Former plan] stockcompensation-type stock options subject to market capitalization-based exercisability conditions” that was allocatedin FY2019, as listed in Notes 6 and 7 below.
Note 4. The Corporation will revise performance-based compensation from FY2023. In the performance-based
compensation before the revision of the compensation plan, performance evaluation was based on businessperformance in the previous business year, but will be changed to a manner in which compensation based on
performance evaluation in the fiscal year corresponding to the period of execution of duties will be paid in a lumpsum after the close of the relevant fiscal year as performance-based compensation, aiming to match the periods ofexecution of duties and performance evaluation. As a transitional measure for the revision of the said plan, thedifference that compensation for FY2023 (based on the business performance in FY2022), which is calculated by acalculation method of performance-based compensation before the revision (including the amount that will be paid
by Restricted Stock), exceeds the compensation for FY2022 (based on the business performance in FY2021) will beadditionally paid as compensation for FY2022 by August 2023, within the approved total amount of remuneration
up to a maximum of 1,100 million yen per year (including a maximum of 120 million yen for Outside Directors, andexcluding employee salaries paid to Directors who concurrently serve as employees) as resolved at the 96th Ordinary
General Meeting of Shareholders held on June 19, 2020. The above-stated performance-based compensation amounts
include the said compensation amounts. The Governance and Remuneration Committee has deliberated
appropriateness and reasonableness of the said transitional measure, and provided reports to the Board of Directors
for its determination.
Note 5. The Corporation allocates “Restricted Stock” to Directors (excluding Outside Directors) as non-monetarycompensation. The above-stated amounts are the amounts charged to expenses during FY2022. During FY2022,
based on the resolution by the Board of Directors on June 24, 2022, 128,455 shares of common stock of the
Corporation were issued to 4 Directors (excluding Outside Directors) by setting a no transfer period.
Note 6. The Corporation allocates “Market Capitalization-linked Performance Share Units” to Directors (excluding
Outside Directors) as non-monetary compensation. The above-stated amounts are the amounts charged to expenses
during FY2022 by calculating the estimated amount of monetary remuneration claims corresponding to the estimatednumber of shares to be granted in FY2024 and FY2025. This compensation plan was introduced in FY2021, and thefirst evaluation period will end in July 2024. Therefore, there are no results for FY2022 regarding the performanceindicators.
Note 7. “[Former plan] stock-compensation-type stock options subject to market-capitalization-based exercisability
conditions” was non-monetary compensation allocated as the remuneration of FY2019. It is a stock acquisition rightof which the number of exercisable shares will be determined in accordance with the growth rate of the marketcapitalization-based exercisability conditions during three years of the evaluation period after the grant. The abovestated amount is the amount charged to expenses during FY2022 for the stock acquisition rights of which theexercisable number was confirmed during FY2022 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 numberof exercisable stock acquisition rights for stock-compensation-type stock options subject to the market-capitalizationbased exercisability conditions of which the evaluation period is completed during FY2022 is 183%. After its
introduction in FY2019, the remuneration system was abolished, excluding those already granted due to theintroduction of Market Capitalization-linked Performance Share Units in FY2021.
Note 8. The agenda to abolish the retirement remuneration plan at the close of the 83rd Ordinary General Meeting of
Shareholders held on June 22, 2007, and make a final payment of retirement remuneration was duly resolved. In
accordance with the resolution, the Corporation decided to pay retirement remuneration to each Director who iseligible to receive the final payment either at the time of retirement as Director or at the time of retirement as
Executive Officer, whichever is later, and to each Audit & Supervisory Board Member who is eligible to receive thefinal payment at the time of retirement as Audit & Supervisory Board Member. Regarding Directors/Audit &Supervisory Board Members eligible to receive a final payment in relation to the abolition of the retirement
remuneration plan, no retirement remuneration was paid in FY2022.

(b) Individuals to whom the total amount of compensation paid exceeded 100 million yen in FY2022 are as follows:(Millions of yen)
Breakdown

Name

FumiyaKokubuMasumiKakinoki
Akira
Terakawa
Takayuki
FuruyaCategory

Total amount of
payment

Director[Former plan]
StockcompensationMarket
type
Capitalizationstock options
Restricted Stocklinked Performance
subject to marketShare Units
capitalization-based
exercisability
conditions

Basic compensation

Performance-based
compensation

291

72

142

46

20

11

Director

346

87

168

55

24

13

Director

203

59

98

32

14

-

Director

149

43

72

24

10

-

Note. For details of the amounts, basic compensation, Restricted Stock, Market Capitalization-linked Performance
Share Units, and stock-compensation-type stock options subject to market-capitalization-based exercisability
conditions, please refer to Notes to the table in (a) above.

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.

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

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.

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 because it is judged that the personat the head of business execution is the most appropriate person. To improve the objectiveness, fairness andtransparency, as for the amounts to be paid, the Governance and Remuneration Committee shall confirm that theevaluation has been conducted within the scope commissioned by the Board of Directors, and report them to theBoard of Directors.
(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.

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 ratio
2- The ratio shall be determined according to the achievement of relative TSR as follows:
Relative TSR
150% or above

Ratio
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.

Relative TSR =the Corporation's TSR
TOPIX (including dividends) growth rate=

(B + C) / A
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.
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.

4- The maximum total amount of remuneration and other payments for Directors and that for Audit & Supervisory
Board Members for and after FY2023
The maximum total amount of remuneration and other payments for Directors and that for Audit & Supervisory
Board Members for and after FY2023 are determined as follows by the resolutions at the 99th Ordinary General
Meetings of Shareholders held on June 23, 2023.
EligibleType

Persons

Resolution

Monthly remuneration
Short-term incentive remuneration
Directors

Up to 650 million yen per year

10 Directors(Outside Directors; Up to 150(including 6 Outside

million yen per year)

Directors)

Up to 700 million yen per year

3 Internal Directors

Up to 450,000 shares per year (*)
Up to 850 million yen per year

4 Internal Directors

Up to 650,000 shares per each

Share Units

Evaluation Period(*)&

Supervisory

MaximumBoard

remuneration and other payments

Membersof Resolution

Up to 200 million yen per year

Restricted Stock
TSR-linked Performance

Audit

Number at the timetotal

amountof5
Up to 170 million yen per year

Audit

&

Supervisory
Board Members(*If any event arises that requires an adjustment of the total number of shares of common stock of
the Corporation to be issued or disposed of, such as a stock split, gratis allotment, or consolidation ofshares of common stock of the Corporation, such total number shall be adjusted to the extent
reasonable.)