GovernanceAppendix Corporate Governance Report

I

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

II Business Management Organization andOther Corporate Governance Systems
regarding Decision-making, Execution ofBusiness, and Oversight in Management

Report updated on April 4, 2022, which was
submitted to the Tokyo Stock Exchange. The

III Implementation of Measures for
Shareholders and Other Stakeholders

latest reports regarding corporate governanceof the Company, Corporate Governance Reportand Marubeni’s Corporate Governance CodeIV Matters Related to the Internal Control
SystemInitiatives, are available on our website.
https://www.marubeni.com/en/company/
governance/index.html?id=anc_01&

V OtherMarubeni Corporation
Sustainable Development Report 2022

The following is the Corporate Governance150

[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: April 4, 2022
Marubeni Corporation
President and CEO Masumi Kakinoki
Contact: Planning Section, Corporate Planning & Strategy Department+81 3-3282-4666
Securities Code: 8002
https://www.marubeni.com/en/
The corporate governance of Marubeni Corporation (the “Corporation”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther 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 “Fairness, Innovation, and Harmony” aswell as the Marubeni Corporate Principles and engage in corporate activities conforming to business ethics and the
Marubeni Management Philosophy and endeavor to enhance corporate governance. Further, the Corporation’s
Board of Directors resolved on the Basic Internal Control Policy regarding the system, etc. for ensuring that theexecution of duty by the Directors to comply with laws, regulations and the articles of incorporation. Its overview
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 do business, and tocontribute to the creation of robust local districts through improvement of living standards, creation of job
opportunities for the local community, including youths, and offering employment with diversity and inclusion,
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 are consist of
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 webpage.
(https://www.marubeni.com/en/company/governance/)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)
Custody Bank of Japan, Ltd. (Trust account)
BNYM AS
AGT/CLTSNONTREATYJASDEC
Meiji Yasuda Life Insurance Company
Mizuho Bank, Ltd.
Sompo Japan Insurance Inc.
Custody Bank of Japan, Ltd. (Trust account 5)
Custody Bank of Japan, Ltd. (Trust account 6)
STATE
STREET
BANK
WEST
CLIENT
TREATY 505234
The Dai-ichi Life Insurance Company, Limited
Controlling Shareholder (except for Parent
Company)
Parent Company

Percentage(%)

165,540,400
123,732,900
98,570,158

9.53
7.12
5.68

41,818,718
30,000,000
30,000,000
29,781,700
26,399,100
25,448,103

2.41
1.73
1.73
1.71
1.52
1.47

24,859,500

1.43

―
None

Supplementary Explanation
Nothing particular to be mentioned.

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange Prime Market

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.
Arteria Networks Corporation , a listed subsidiary of the Corporation, uses its own high-capacity optical fiber
networks to provide cutting edge services to domestic corporations and condominiums in Japan. Arteria Networks
Corporation, as a listed company, maintains a strong and transparent governance system. Meanwhile, the Corporation
guarantees Arteria Networks Corporation’s ability to execute flexible decision making, and also believes that synergy
creation between access to the Corporation’s customers and partners and the Arteria Networks Corporation’s network
assets and cutting-edge services, and collaboration across a diversity of industries, including those in which the
Corporation’s subsidiaries operate, are all connected to raising and optimizing corporate value for the entire MarubeniGroup.
As consideration is given to Arteria Networks Corporation’s independence as a listed subsidiary, the “MarubeniGroup Governance Policy” does not apply to them. However, avoiding a conflict of interest with Arteria Networks
Corporation’s general stockholders, the Corporation gives appropriate guidance and advice as the parent company,
propagates the appropriate level of governance as the Marubeni Group, and plans for the improvement andoptimization of corporate value for the entire Marubeni Group.
Furthermore, in order to ensure effective governance policy building and execution, a written agreement was
concluded between the Corporation and Arteria Networks Corporation. By virtue of this agreement, important
information for internal controls is reported by Arteria Networks Corporation to the Corporation, and Arteria
Networks Corporation receives opinions on these items from the Corporation in advance of decision making.
Additionally, the Corporation provides Arteria Networks Corporation with support and guidance necessary for
Arteria Networks Corporation’s internal controls system maintenance. It should be noted that advice and opinions by
the Corporation to Arteria Networks Corporation as per the aforementioned agreement is not meant to be restrictive,
but to be used as reference in Arteria Networks Corporation’s own final decision-making process, thereby
guaranteeing autonomy. Arteria Networks Corporation maintains a governance policy that protects the interests ofminority shareholders from unfair treatment through such measures as appointing independent outside directors andvoluntarily establishing a Nomination and Remuneration Committee of which the majority of members are
independent outside directors.

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

One year

Incorporation
Chairperson of the Board

Chairperson (except when also serving as President)

Number of Directors

13

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

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

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

Designationas
Independent
Director

Supplementary
Explanation of
the Relationship

Reasons of Appointment
Mr. Kitabata served in key positions in thegovernment and has profound insight about
economic trends in Japan and overseas. He
vigorously stated opinions at meetings of the Boardof Directors from an objective, specialist viewpoint.
As the Chief 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 thechairperson of the Nomination Committee, hevigorously stated opinions in order to enhancesoundness, transparency, and efficiency of the

Takao
Kitabata

Yes

Mr. Kitabata
concurrently serves as
President, KAISHIPROFESSIONALUNIVERSITY, Niigata
Sogo Gakuin Academic
Corporation, withwhich theCorporation has notransactions.

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. Kitabata and the Corporation existed in
the past or exist currently, and he satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation” (asset forth on II.3). Hence, the Corporation has
appointed him as an Independent Director stipulatedby the financial instruments exchanges and notified
the financial instruments exchanges of suchappointment.

Mr. Takahashi has profound insight cultivatedthrough involvement in corporate management at aninternational company. He vigorously stated opinions
at meetings of the Board of Directors from apractical viewpoint. As an Outside Director of the

KyoheiTakahashi

Yes

Mr. Takahashi was an
executive of Showa
Denko K.K. There is acontinuous transaction
relationship between
Showa Denko and the
Corporation, in which
the Corporation sells
raw materials to Showa
Denko and the
Corporation purchases
Showa Denko’s
products and so on. Net
sales of the Corporation
to Showa Denko for thethree business years
from FY 2017 to FY
2019 account for 0.01%
of the consolidated
revenue of the
Corporation during said
three-year period,
whereas net sales ofShowa Denko to the
Corporation account for
0.08% of theconsolidated revenue of
the Corporation during
said three-year period;
both of thesepercentages are
insignificant.

Corporation, he has been providing advice tomanagement and appropriately supervising businessexecution. He is also well-versed in corporate
governance. As the chairperson of the Governanceand Remuneration Committee, he vigorously statedopinions 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. Takahashi and the Corporation result in
conflicts of interest that could harm the interests ofthe general 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 the financial instruments exchanges and notified
the financial instruments exchanges of suchappointment.
Ms. Okina has profound insight about economic andfinancial matters cultivated through her many years

Yuri Okina

Yes

Not applicableof research at a research institute. She also has
experience as an outside officer at various
companies, and experience based on extensive
activities as a member of government committees,such as the Industrial Structure Council, theFinancial System Council and the Tax Commission.
She vigorously stated opinions at meetings of theBoard of Directors from a specialist and multifaceted
viewpoint. As an Outside Director of the
Corporation, she has been providing advice tomanagement and appropriately supervising businessexecution. Additionally, she has been proactively
expressing her opinions as a Nomination Committee
member in order to enhance soundness, transparency,
and efficiency of the Corporation’s management andas an advisor to the Sustainability Management
Committee to reinforce the sustainability promotion
structure.
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
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 the financial instruments exchanges and notified
the financial instruments exchanges of suchappointment.

Takashi
HatchojiYes

Mr. Hatchoji was an
executive of Hitachi,Ltd. There is acontinuous transaction
relationship between
Hitachi Ltd. and the
Corporation in diverse
areas, such as sales andpurchases of products

Mr. Hatchoji has profound insight cultivated throughhis involvement in corporate management at aninternational company and has a wealth ofexperience in providing advice for and supervisingbusiness execution, serving as an outside officer ofother companies. He was an Outside Audit &and construction
contracts. Net sales of
the Corporation to
Hitachi, Ltd. for thethree business years
from FY 2017 to FY
2019 account for 0.02%
of the consolidated
revenue of the
Corporation during said
three-year period,
whereas net sales ofHitachi, Ltd. to the
Corporation account for
0.01% of theconsolidated revenue of
the Corporation during
said three-year period;
both of thesepercentages are
insignificant.

Supervisory Board Member of the Corporation from
June 2017 to June 2020 and has a good knowledgeof the Corporation’s business. He vigorously statedopinions at meetings of the Board of Directors fromobjective and specialist perspectives with anemphasis on practicality. 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 andas an advisor to the Sustainability Management
Committee to reinforce the sustainability promotion
structure.
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. Hatchoji and the Corporation result in
conflicts of interest that could harm the interests ofthe general 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 the financial instruments exchanges and notified
the financial instruments exchanges of suchappointment.
Mr. Kitera served in key positions in theMasatoKiteraYes

Not applicablegovernment, mainly in the Ministry of Foreign
Affairs. He has a wealth of international experienceand profound insight concerning international affairs

cultivated through his involvement in diplomacy. He
also has in-depth understanding and experience
related to diversity, which is indispensable inmanagement of the Corporation. He vigorously
stated opinions at meetings of the Board of Directors
from objective and specialist perspectives in light of
the rapidly changing world situation. As an Outside
Director of the Corporation, he has been providing
advice to management and appropriately supervisingbusiness execution. Additionally, he has beenproactively expressing his opinions as a Governanceand Remuneration Committee member in order toenhance soundness, transparency, and efficiency of
the Corporation’s management. Because he isexpected to continue to fulfill the role stated above
and in view of the report by the Nomination
Committee, the Board of Directors decided toreappoint him as a candidate for Outside Director,
and then he was appointed as an Outside Director byresolution of the General Meeting of Shareholders.
No personal, capital or transaction relationships
between Mr. Kitera and the Corporation existed in
the past or exist currently, and he satisfies therequirements in the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation” (asset forth on II.3). Hence, the Corporation has
appointed him as an Independent Director stipulatedby the financial instruments exchanges and notified
the financial instruments exchanges of suchappointment.

ShigekiIshizuka

Yes

Mr. Ishizuka is an
executive of SonyGroup
Corporation(formerSony
Corporation).
There
were no transactions
between former Sony
Corporation and the
Corporation during thethree business years
from FY 2017 to FY

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 digitaland IT fields, which are indispensable inmanagement of the Corporation. The Corporation

2019. He was also an
executive of former
Sony Imaging Products& Solutions Inc. andformerSony
Electronics Corporation(both companies were
integrated with current
Sony
Corporation).
There
were
no
transactions
betweenthese two companies
and the Corporation
duringthethreebusiness years from FY
2017 to FY 2019.

expects him to provide advice to management andappropriately supervise business execution fromobjective and specialist perspectives in light of therapidly changing world situation in order to enhancesoundness, transparency, and efficiency of the
Corporation’s management.
In view of the above and the report by the
Nomination Committee, the Board of Directors
decided to appoint him as a new candidate for
Outside Director, and then he was appointed as an
Outside Director by resolution of the General
Meeting of Shareholders.
No personal, capital or transaction relationships
between Mr. Ishizuka and the Corporation result in
conflicts of interest that could harm the interests ofthe general 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 the financial instruments exchanges and notified
the financial instruments exchanges of suchappointment.

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

Established

Committee’s Name, Composition, and Attributes of Chairperson

Committee’s Name

Committee
Corresponding
Nomination Committee
Nomination Committee

to Committee
Corresponding
toRemuneration Committee
Governance and Remuneration
Committee
6

All Committee Members

4Full-time Members

1

2

Internal Directors

1

2Outside Directors

32

Outside Experts

00Other02Chairperson

Outside Director

Outside Director

Supplementary Explanation● A voluntary committee equivalent to the Nomination Committee
・ Nomination Committee (to be convened as necessary): The memberships of the committee are composed so as
to ensure independence, as Independent Outside Directors/Audit & Supervisory Board Members constitutes
the majority 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 of 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 FY 2021, two
Committee meetings were held for deliberations regarding candidates of Director and Audit & Supervisory
Board Member and successor plans, and all the Committee members attended all the meetings.
・ Composition of Committee
Chairperson

Yuri Okina

Outside Director

Members

Masumi Kakinoki President and CEO, Member of the Board
Takashi Hatchoji

Outside Director

Shigeki Ishizuka

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 constitutes 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, andreports to the Board of Directors. In FY2021, five Committee meetings were held for deliberations regarding
remuneration for Directors and Executive Officers, review of stock-based compensation plans,evaluation of the effectiveness 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

Mutsumi Ishizuki

Senior Managing Executive Officer, Member of the Board

Masato Kitera

Outside Director

Tsuyoshi Yoneda

Outside Audit & Supervisory Board Member

Yoichi Kikuchi

Outside Audit & Supervisory Board Member

・ Committee members falling under “Other” in the committee composition are Outside Audit & Supervisory Board
Members.
[Audit & Supervisory Board Members]
EstablishedEstablishment of Audit & Supervisory Board
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 are striving to grasp the audit status ofeach other through measures such as exchanging information at monthly meetings. The Corporation’s
Accounting Auditor for the FY through March 31, 2022 is Ernst & Young ShinNihon LLC. The Audit &Supervisory Board and the Audit Department, a department which performs internal audits, exchange opinions
at monthly meetings and implement audit operations through close cooperation. In the FY ended March 31,
2022, the Audit & Supervisory Board met 16 times, and all Audit & Supervisory Board Members were present
at all meetings of the Audit & Supervisory Board during their terms of office, excluding Mr. Kida, who wasabsent 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

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 subsidiarieslm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 himself/herself only)
k. Executive of a company, between which and the company outside directors/Audit & Supervisory Board
Members are mutually appointed (the director himself/herself only)
l. Executive of a company or organization that receives a donation from the company (the director
himself/herself only)
m. Others
Audit & Supervisory Board Members’ Relationship with the Company (2)Designation
Name

as
Independent
Director

Supplementary
Explanation of

Reasons of Appointment

the Relationship
Mr. Yoneda has a wealth of experience serving in
key positions in the government from which hegained profound insight. He also has experienceof serving as an outside officer of anothercompany. As an Outside Audit & Supervisory
Board Member of the Corporation, he has been
appropriately supervising management fromobjective and specialist perspectives in light of
the rapidly changing world situation in order toTsuyoshi
YonedaYes

Not applicableenhance soundness, transparency, and efficiencyof the Corporation’s management. Additionally,
he vigorously stated opinions as a Governanceand Remuneration 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-related
relationships existed between Mr. Yoneda and the
Corporation in the past or exist currently, hesatisfies the requirements in the “Standards andPolicies for the Independence of Outside
Directors/ Audit & Supervisory Board Membersof 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 financial instruments
exchanges of such appointment.
Mr. Kikuchi has a wealth of experience in legal
circles and excellent expertise and profoundinsight cultivated through his experience. The
Corporation believes 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
management, by monitoring and supervising
management, contributing to improvement ofcorporate governance and the enrichment ofaudits by the Audit & Supervisory Board.
Yoichi
Kikuchi

In view of the above and the report by theYes

Not applicable

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 requirementsin the “Standards and Policies for the
Independence of Outside Directors/ Audit &Supervisory Board Members of the Corporation”(as set forth on II.3). Hence, the Corporation
appointed him as an Independent Auditor

stipulated by the financial instruments exchanges
and notified the financial instruments exchangesof 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 believes that he willappropriately fulfill duties as an Outside Audit &Supervisory Board Member from a specialist,
objective and neutral viewpoint in order toenhance soundness, transparency and efficiency
in the Corporation’s management in monitoringand supervision of management and contribute toimprovement of corporate governance of the
Corporation and enrichment of audits by the
Audit & Supervisory Board.
Shigeru
Nishiyama

In view of the above and the report by theYes

Not applicable

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 theGeneral Meeting of Shareholders. Further, no
personal, capital or transaction-related
relationships existed between Mr. Nishiyama andthe Corporation in the past or exist currently, andhe satisfies the requirements in the “Standards
and Policies for the Independence of Outside
Directors/ Audit & Supervisory Board Membersof the Corporation” (as set forth onII.3). Hence,
the Corporation has appointed him as an
Independent Director stipulated by the financial
instruments exchanges and notified the financial
instruments exchanges of such appointment.

[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
As described in “Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods” theremuneration 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 (“Performance Share Units”). Form of payment consists of cash, shares with restriction
on transfer (“Restricted Stock”) and 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 Medium-Term Management Strategy“GC2021.” As for consolidated net income (profit attributable to owners of the parent) and core operating cash
flow in FY2020, which were used for the calculation of performance-linked remuneration in FY2021, the target
value of each at the beginning of the year (announced on May 6, 2020) was 100 billion yen and 240 billion yen.
The actual value was △225.3 billion yen and 369.6 billion yen.
Stock-Based Compensation:
Beginning in FY2021, the Corporation has introduced Restricted Stock and Performance Share Units (the“Plan”) to Eligible Directors. The purpose of the Plan is to give the Eligible Directors an incentive to work tosustainably 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. Performance Share Units
Up to 1.5 times an amount equivalent to 10% of base annual compensation is allotted as Performance Share
Units on top of the bas compensation. Performance Share Units refers to the Corporation’s common shares that
the Corporation will issue to Eligible Directors (or dispose of) in accordance with the achievement of targets
linked to market value growth rate and other performance indicators predetermined by the Corporation’s Boardof Directors.
Subject to introduction of the Plan, the Corporation abolishes the authorization resolved by the above
shareholders meeting regarding the amount of remuneration for allotting subscription rights to shares as stock
options to Directors (excluding Outside Directors), and will not issue subscription rights to shares as stock
options in the future based on the said authorization, except for those that have already been granted.

Recipients of Stock Options

Other

Supplementary Explanation
By resolution of the 97th Ordinary General Meeting of Shareholders held on June 24, 2021, the Corporation
abolishes the authorization resolved by the above shareholders meeting regarding the amount of remuneration
for allotting subscription rights to shares as stock options to Directors (excluding Outside Directors), and will
not issue subscription rights to shares as stock options in the future based on the said authorization, except for
those that have already been granted.
As an exception, the Corporation will issue subscription rights to shares as stock options to Executive Officers
who are working overseas and non-residents of Japan, to the extent such subscription rights were reserved.

[Director Remuneration]
Disclosure
Remunerationof

Individual

Directors’

Selected Directors

Supplementary Explanation(a) The total of remuneration and other payments for Directors and Audit & Supervisory Board Members in the
FY ended March 31, 2021 are as follows:

Note 1. The amounts less than 1 million yen are rounded off.
Note 2. By resolution of the General Meeting of Shareholders, the maximum annual amount of remuneration for
Directors has been set at “1,100 million yen (including 120 million yen for Outside Directors)” (by resolution of
the 96th Ordinary General Meeting of Shareholders held on June 19, 2020, with 11 Directors related to thedecision [including five Outside Directors]), the maximum monthly remuneration for Audit & Supervisory Board
Members has been set at “12 million yen” (by resolution of the 88th Ordinary General Meeting of Shareholders
held on June 22, 2012, with 5 Directors related to the decision), and the maximum annual amount of compensation
concerning stock compensation-type stock options for Directors (excluding Outside Directors) has been set at 220
million yen (by resolution of the 92nd Ordinary General Meeting of Shareholders held on June 24, 2016, with 6
Directors related to the decision).
Note 3. The Corporation introduced the Restricted Stock and Performance Share Unites in FY2021. The total
amount of remuneration and other payments used for Restricted Stock and Performance Share Units will be within
the above amount specified for remuneration and other payments for Directors, with the amount for Restricted
Stock capped at a maximum of 180 million yen per year, and Performance Share Units capped at a maximum of
120 million yen per year.
Note 4. The Corporation abolished the retirement remuneration plan at the close of the 83rd Ordinary General
Meeting of Shareholders held on June 22, 2007, and resolved on making a final payment of retirement
remuneration accompanying the abolishment of the retirement remuneration plan. In accordance with theresolution, the Corporation decided to pay retirement remuneration to each Director who is eligible to receive thefinal 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 the final payment
at the time of retirement as Audit & Supervisory Board Member. In the FY ended March 31, 2020, retirement

remuneration which paid to Directors/Audit & Supervisory Board Members who are eligible to receive a final
payment in relation to the abolition of the Retirement Remuneration plan was 0.
(b) No individuals to whom the total amount of compensation paid exceeded 100 million yen in the FY ended
March 31, 2021:
Policy on 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. The remuneration of Directors other than Outside Directors consists ofbasic remuneration, which is a fixed amount that is in accordance with the roles of the Directors, performancelinked remuneration, which is linked to consolidated business results in the previous fiscal year, additional pay,
and personal evaluation pay, Performance Share Units. Additional Pay consists of director bonuses andrepresentative director bonuses, and personal evaluation pay consists of an organization performance evaluation
and a qualitative evaluation. For the organization performance evaluation, the evaluation item is whether the
consolidated net income target is achieved or not. The amount in which the organization performance evaluationis reflected is calculated by multiplying base annual compensation by the ratio determined by 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 andinitiatives 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’
evaluation-based 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 theauthority for the said evaluation (hereinafter referred to as the “qualitative evaluation by the President”). In orderto ensure appropriate exercise of this authority, the ratio to reflect the qualitative evaluation by the President iswithin 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 andLegal 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 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 Those Who Retired as President and CEO, etc.]
Name, etc. of Advisors, Counselors, etc. Who Are Former President and CEO, etc.
Name

Title

DutiesWorking form, conditions

Date of retirement as(Full-time,

President, etc.

part-time,

Termcompensation, etc.)
Toru Tsuji

Honorable

None

Part-time, no compensation

March 2008

Corporate(Retirement as

AdvisorChairman of the

Not setBoard)
Nobuo

Honorable

None

Part-time, no compensation

March 2013

KatsumataCorporate(Retirement as

AdvisorChairman of the

Not setBoard)
Teruo Asada

Honorable

External

Corporate

activities

Part-time, compensation

AdvisorMarch 2019

March

(Retirement as

2023

Chairman of theBoard)

Number of Advisors, Counselors, etc. Who Are Former
Presidents and CEOs, etc.

3

Matters relating to Former Presidents and CEOs, etc.
・The Corporation abolished the advisor system on April 1, 2019. (It has been decided by the meeting of Board of
Directors on June 22, 2018.)
・The Corporation may appoint a Corporate Advisor, who would not engage in business execution but will engage inactivities in the business community and activities with high social significance.
・The President appoints those who retired as officers of the Corporation as Corporate Advisors. When those whohave retired from the posts of Chairman or President of the Corporation are appointed to the post of Corporate Advisor,
they are called Honorable Corporate Advisors.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
The details of the organizations of the Corporation are as follows:(a) Board of Directors
The Board of Directors comprises 13 Directors (including six Outside Directors; 12 males and one female), andmakes 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 five Audit & Supervisory Board Members (including three Outside Audit& Supervisory Board Members). The Corporation adopts a corporate audit governance system and each of Audit &Supervisory Board Members is responsible for overseeing Directors in the execution of their duties by attending
important meetings, such as the Board of Directors Meetings, and by monitoring business activities and financial
conditions in accordance with the auditing policies and plans set by the Audit & Supervisory Board.
(c) Corporate Management Committee
The Corporate Management Committee has been established as an advisory committee for the President, and consistsof five Representative Directors including the President, one Senior Managing Executive Officer, two Managing
Executive Officers, and one Executive Officer. It deliberates management-related policies and company-wideimportant matters.
(d) Committee of Chief Operating Officers
The members of the Committee of Chief Operating Officers are the President, the Representative Directors, Chief
Operating Officers, and Regional CEOs and COOs appointed by the President. They discuss matters pertaining tobudgeting, account settlement and financial planning as well as other issues related to the execution of business.
(e) Committee of Executive Officers
The Committee of Executive Officers consists of 39 Executive Officers (five of whom also serve as Director), andit communicates management policies issued by the President and other information, and gives reports on mattersthat affect business execution such as financial performance and the results of internal audits.

Further, the Corporation has established various committees for strengthening of corporate governance. Main
committees and their roles are as follows:・ Investment and Credit Committee (once a week as a rule, 22 times in FY 2021)
The committee discusses projects subject to the internal approval (“Ringi”). Chairman of Investment and Credit
Committee makes decisions on proposals to be submitted to the Corporate Management Committee throughdiscussions in Investment and Credit Committee.
・ Compliance Committee (four times a year, as a rule, and whenever necessary, 4 times in FY 2021)
The committee provides support and guidance with regard to practicing compliance as well as establishment,
maintenance and management of the compliance system of the Marubeni Group.

・ Sustainability Management Committee (once a year, as a rule, and whenever necessary, 4 times in FY 2021)
The committee deals with the identification and periodic review of “Materiality” which takes into account the ESG(environmental value, social value and governance) point of view as it pertains to business fields as a whole and alsodeliberates matters related to sustainability, including ESG support and report it to the Board of Directors.
・Internal Control Committee (held as necessary, 3 times in FY 2021)
The committee confirms and reviews status of formulation and operation of basic internal control policy inaccordance with the Companies Act, drafts their revision proposals, develops and operates system and evaluates
effectiveness regarding financial reporting in accordance with the Financial Instruments and Exchange Act andprepares internal control report drafts.
・ Disclosure Committee (held as necessary, 13 times in FY 2021)
The committee formulates principles and basic policy drafts regarding disclosure, establishes and improves theinternal system regarding statutory disclosure and timely disclosure and judges the significance and appropriatenessregarding statutory disclosure and timely disclosure.
Moreover, the status of holding the Corporation’s organization and committee meetings in the FY ended March 31,
2022 is as follows: in the said FY, the Board of Directors met 17 times to make decisions regarding execution ofduties by the Corporation and all members of the Board of Directors were present at all meetings during their termsof office. At the same time, the Board of Directors received reports regularly from Directors to supervise their
execution of duties. In FY2021, the Board of Directors mainly deliberated as below:- The Medium-Term Management Strategy “GC2024” (Business Environment, Green Strategy, Improving
Profitability, Marubeni Group HR Strategy, Capital Allocation Policy, Shareholder Returns Policy, etc.)- Investment and financing projects (share transfer of subsidiary, which owns oil and gas fields in the UK North Sea;
development of a floating offshore wind farm in Scotland; and the reorganization of Gavilon and transfer of Gavilon's
shares)- 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, and how to enhance thecorporate governance system (to respond to revisions to Japan's Corporate Governance Code, etc.).
The Audit & Supervisory Board met 16 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 35 times and discussed and made decisions
regarding management-related policies and company-wide important matters. In addition, the Committee of Chief
Operating Officers met 3 times, and the Committee of Executive Officers met 2 times.

The status of measures related to enhancement of the functions of the Audit & Supervisory Board Members(1) Human resources and system supporting the Audit & Supervisory Board Members

The Corporation has in place the Audit & Supervisory Board Member’s Office (4 dedicated staff members) to support
the Audit & Supervisory Board Members, which work together with the Audit Department (87 people) 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 Members are judged to have considerable knowledge regarding financeand accounting as described below:(Audit & Supervisory Board Member Mr. Hikaru Minami)
Mr. Minami served as Managing Executive Officer, Member of the Board; CAO; Senior Operating Officer, Audit
Dept. Hence, he has considerable knowledge about finance and accounting.
(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 each of the Outside Directors, namely Messrs. Takao Kitabata, Kyohei Takahashi, Ms. Yuri Okina,
Messrs. Takashi Hatchoji, Masato Kitera, Shigeki Ishizuka and each of Outside Audit & Supervisory Board Members,
who are Messrs. Tsuyoshi Yoneda, Yoichi Kikuchi and Shigeru Nishiyama to fully perform his or her duty as Outside
Director or Outside Audit & Supervisory Board Member, the Corporation has entered into an agreement with eachof 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 he or she has
acted in good faith and without gross negligence in performing his or her 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 consisting 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 a third or more 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 his or her 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 interests 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 or she currently falls, or in the past three business years has fallen, under any of the following
times 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 or her independence, the Corporation shall explain and disclose the reason for his or 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
Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform
Providing Convocation Noticein English
Other

Supplementary Explanations
Will have been sent about three weeks ahead of a General Shareholder
Meeting.
Held by avoiding the peak day.
The Corporation utilizes a system operated by the administrator ofshareholders’ register.
The Corporation uses the voting platform for institutional investors by ICJ.
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 Shareholders Meetings 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
・On-demand distribution of the reporting items on the day of the General
Shareholders Meeting 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
Regular Investor Briefings forOverseas Investors

Posting of IR Materials on
WebsiteThe basic policies regarding information disclosure
and policies regarding IR activities are posted on the
Corporation’s website. It also stipulates theDisclosure Committee Regulations to inculcate its
thorough awareness in the Corporation.
About twice briefings a year held for individual
investors.
In addition to quarterly earnings briefings (including
conference calls), the management holds regularmeetings for securities analysts and institutional
investors. (The President or Director in charge of IR
explains at these meetings.)
English translations of materials used in quarterly
earnings briefings (including conference calls) areposted on the Corporation’s website. Management
holds regular meetings for overseas investors. (The
President or Director in charge of IR explains
overview of business results and business outlook atthese meetings.)
Business results information, integrated reports,
shareholder reports, quarterly reports, annual
securities reports, earnings result briefing materials,
the convocation notice of General Shareholders

Yes
Yes

Yes

Establishment of Department
and/or Manager in Charge ofIR

Meetings, and business operation materials areposted on the Corporation’s website.
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.

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 the 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 they are disclosed.
In its Medium-Term Management Strategy “GC2024”, the Corporation has
set diversity as an element of the Group HR Strategy, where promoting the
growth and success of the Marubeni Group’s human capital is the source ofour corporate value. The Corporation will further promote the developmentof a corporate culture and workplace that encourages the active participationof diverse human capital.
The Corporation also is promoting work-life management as an
infrastructure for employees with various backgrounds to produce results.
Aiming to achieve “sustainable career development” and “sustained
performance” regardless of life stage or attribute, the Corporation isdeveloping measures so that employees can use necessary systems when
they are needed. To view the status of these various systems, please refer tothe following (in Japanese only):https://www.marubeni.com/jp/sustainability/social/diversity/pdf/seido_riyo
u.pdf

<Striving to Understand and Promote Diversity>
During FY2021, “Marubeni Diversity Days” were held over five days under
the themes of the importance of diversity, unconscious bias, people withdisabilities, multicultural co-creation, and LGBTQ, providing an
opportunity for all employees to consider diversity from various aspects. In
addition to these events, the Corporation will continue its efforts tounderstand and promote diversity in the future.
<Appointing Women to Managerial Positions>
In the second phase of its five-year action plan (phase 2) enacted on April 1,
2021, the Corporation set four quantitative targets, including increasing theratio of women in all career-track positions to at least 15% (11.9% as of
October 1, 2021) and the ratio of women in all management positions to atleast 10% (7.5% as of October 1, 2021), by the end of March 2026. The
Corporation is focusing on “strengthening the comprehensive HR pipelinefrom the hiring of women to female employee career development,”“continuing to strengthen health management and workstyle reforms that
contribute to improved productivity,” and “building a corporate culture andworkplace that leverages the strengths of diverse individuals.”
Action Plan for Empowering Female Employees (in Japanese only):https://positiveryouritsu.mhlw.go.jp/positivedb/planfile/202103251414514613827_1.pdf
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 doing initiatives such as providing a message from the CEO at thisevent. For details of each measure, please refer to the following website:
https://www.marubeni.com/en/sustainability/social/diversity/<Appointing Foreign Nationals to Management Positions>
As of March 2022, the Corporation has approximately 60 non-Japaneseemployees, of which 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.
<Appointing Mid-Career Hires to Management Positions>
The Corporation is diversifying its human capital hiring processes andimplementing career vision hiring, which is a job-based hiring systemtargeting newly graduated and early-career applicants, in addition toconventional mid-career hiring.
Mid-career recruits accounted for 22.5% of its total hires for the fiscal year
ended March 31, 2022, and as of October 2021, mid-career hires accounted
for 17.7% of management positions. The Corporation’s mid-career hiring isbased on the needs of the workforce, and although the Corporation does nothave a numerical target, it will continue to promote diversity in management
and core human capital in accordance with the Marubeni Group HR
Strategy.
<Other Initiatives>
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 has enhanced measures to support seniorcareers in the personnel management reform for the fiscal year ended March
31, 2021. For another initiative, the Corporation disclosed in “GC2021 >>DX,” its DX strategy released in February 2021, a series of programs
designed to develop and enhance our digital human resources infrastructure.
・Health and productivity management and workstyle reforms
The Corporation has positioned maintaining and promoting employee healthas a top management priority. The Corporation continuously rolls out
various initiatives such as improving health literacy, strengthening
countermeasures against cancer and lifestyle diseases, and strengthening
mental health measures.
Furthermore, to promote and support autonomous work styles that will allow
the Corporation’s diverse human capital to create new value, theCorporation utilizes the “Work Anywhere” system, which allows employees
to do remote work from places other than the main office. The aim of this is
to help prevent the spread of COVID-19 and to raise the performance of theentire organization by pursuing best mix of working at the office and “Work
Anywhere”.

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 (hereinafter referred to as the "Basic Internal Control Policy") 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 (hereinafter referred to as the “basic
internal control policy”) to ensure that all business activities of Corporation and the business group (hereinafterreferred to as the “Marubeni Group”) made up of Corporation and all Marubeni Group companies (Corporation’s
consolidated subsidiaries and companies deemed as equivalent to subsidiaries; the same shall apply hereinafter) areconducted appropriately. The Corporation regularly reviews the basic internal control policy in response to changes
in social conditions so as to realize a system that is more appropriate and efficient.

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

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

1. System necessary to ensure that the execution of duties by Directors and employees complies with laws andregulations and the Articles of Incorporation(1) Corporate governance
1- Directors and Board of Directors
The Board of Directors, in accordance with laws and regulations and the Articles of Incorporation, sets the importantmatters related to management and supervises the execution of duties by Directors. To clearly segregate execution
and supervision, the Chairman of the Board without representative rights and the authority for business execution, asa rule, chairs the Board of Directors Meetings. Executive Directors execute business operations decided by the Boardof 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 tochanging 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, and it
takes a system where 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 code of conduct common for the Marubeni Group such as Marubeni Corporate Principles
and Compliance Manual for its Directors and Executive Officers (hereinafter referred to as the “officers”) andemployees to practice corporate activities in accordance with compliance. To achieve the goal, it establishes various
committees including Compliance Committee and takes various measures.
2- Internal whistle-blowing system
To provide for a situation in which a person learns of a questionable act from the perspective of compliance and theorganizational reporting line does not function for some reason, the Corporation establishes the following compliancereporting and consulting points for the entire Marubeni Group.
(a) Marubeni Hotline (Compliance Committee line and external legal counsel line)
The Compliance Access Point for general compliance matters for the Marubeni Group.
(b)Marubeni Anti-Corruption Hotline
The Compliance Access Point for concerns relating to bribery and other serious crimes involving the Marubeni Groupand its business partners.
3- Blocking relationship 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 result of internal audit is 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 time.

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. They become subject of approvalby the Board of Directors depending on laws and regulations, Articles of Incorporation and the importance of the
project. The progress of important projects such as a new business is required to be reported on a regular 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 Groupis 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 issues such as a natural disaster, epidemics of infectious diseases andsituations in which the Tokyo Head Office loses its ability to function, the Corporation formulates a business
continuity plan. When a serious situation actually occurs, the Corporation establishes an emergency task force with
the President as the head based on the said plan and makes decisions on and implement 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 and instill
them, while establishing concrete targets which individual officers and employees should implement for achieving
the goals.

(2) Corporate Management Committee
To ensure efficient execution of duties, the Corporation establishes the Corporate Management Committee anddeliberates on the highest-order policy 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 fields to enable efficient execution of duties.

(4) Clarification of authorities, duties and responsibilities
The Board of Directors decide Directors in charge and clearly stipulates of each officer's and each 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 grasping business status of Marubeni Group companies, giving instructions andsupervising, guidelines regarding the management system of Marubeni Group companies and execution of duties byDirectors 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 by Directors, etc. of Marubeni Groupcompanies and a system for ensuring Marubeni Group companies’ compliance with laws and regulations in order toenhance 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 a necessary system for information disclosure in an
appropriate and timely manner.

(4) Audit
The Audit Department carries out visiting 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 exchange 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 concern that the
Corporation will suffer significant damage. The Corporation develops a system for Directors, Audit & Supervisory
Board Members and employees of Marubeni Group companies, or those who received a report from them, to report
directly or indirectly to the Audit & Supervisory Board Members. Notwithstanding the above, the Audit &Supervisory Board Members may seek report from officers and employees whenever necessary. The Corporation has
in place a system to ensure that the person who made a report to the Audit & Supervisory Board Members would not
be treated unfairly at the Corporation or Marubeni Group companies because of the concerned 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 Group Auditor Liaison Meeting and exchange information regarding the development of internal
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 having external experts described above in response to request by 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:<The 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 threats to the social order and public security and will never 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 relationship 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 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.
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 2 for informationon the disclosure system.
2. Basic Policy of Disclosure
The following is the Corporation’s basic policy when it discloses information.
(1) Complying with Relevant Laws and Regulations
Comply with relevant laws such as Financial Instruments and Exchange Act and Companies Act and regulations ofstock exchanges.
(2) Timeliness
Disclose in a timely manner without delay any facts which should be disclosed are 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 DisclosureThis basic policy applies to the following information disclosure.
(1)Statutory Disclosure
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 Ruleii Disclosure in accordance with Companies Act (notices of ordinary general meeting 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 and 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, Medium-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
As a general rule, 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: 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 who is 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 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.