ITOCHU : Corporate Governance Report has been updated

ITOCHU Group adopts the spirit of 'Sampo-yoshi' (in Japanese, 'yoshi' means ' good', and 'sampo' means three sides, and these three sides consist of (1) the seller ('urite'), (2) the buyer ('kaite') and (3) society ('seken'). 'Sampo-yoshi' is therefore 'urite-yoshi' (meaning 'good for the seller'), 'kaite-yoshi' (meaning 'good for the buyer') and 'seken-yoshi' (meaning 'good for society')) as our corporate mission, which spirit originates from the message of our founder Chubei Itoh I (the merchant based in the former Ohmi Province of Japan (present-day Shiga Prefecture). We sincerely wish to contribute to solving social issues by not purely seeking to maximize our profits but also considering and responding to the expectations and trust of all of our surrounding stakeholders, including our customers, our shareholders and our employees. 'Sampo-yoshi' is the business spirit by which we aim to bring a positive effect into the world and to contribute to sustainable society for all. Furthermore, we adopt 'I am One with Infinite Missions' as our guideline of conduct. These words mean that each individual employee should consider his or her business conduct on his or her own initiative in order to complete our infinite missions aim for better business operations which are good for the seller, good for the buyer, and good for society as well as for a better future.

It is our fundamental management policy to build a fair and good relationship with various stakeholders based on our corporate mission and our guideline of conduct and thus improve our corporate value from a long-term perspective. In accordance with this policy, with the intention to ensure proper and efficient execution by management, we will enhance the transparency of decision-making and establish a corporate governance system in which monitoring and supervision functions are appropriately incorporated.

A strong leadership and a transparent decision-making system are pillars of good corporate governance. ITOCHU adopts an organizational structure with the presence of Audit & Supervisory Board (kansayaku secchi kaisha). In recent years, ITOCHU has gradually shifted to a governance model where executive officers decide and carry out the day to day business under the direction and supervision of the Board of Directors, along with implementing measures to strengthen monitoring.

In order to separate execution by and monitoring over management, we reduced several executive Directors and the percentage of outside Directors in our Board of Directors was increased to one-third or more from April 2017. We keep this percentage of outside Directors also in FY2021 and onwards. Additionally, ITOCHU has established a Governance and Remuneration Committee and a Nomination Committee as advisory committees to the Board of Directors. Each committee is chaired by an outside Director and the majority members of each committee are outside Directors and Audit & Supervisory Board Members. In appointing outside Directors and Audit & Supervisory Board Members, ITOCHU places great importance on their independence, and in this connection, ITOCHU has adopted its own independence criteria, augmenting the independence criteria established by the Tokyo Stock Exchange.

This highly independent Board of Directors monitors execution by management as well as deliberates the execution of business that is of high quantitative or qualitative importance. The Company believes this arrangement facilitates not only appropriate monitoring over execution by management but also the consideration of important business execution from an external perspective.

It is also vital that ITOCHU discloses its financial and non-financial information to the stakeholders as part of good governance. For this purpose, ITOCHU adopts a 'Basic IR Policy' to further promote a multi-party stakeholder dialogue, and uses our best effort to timely and adequately disclose such information. Through the communication with its stakeholders, ITOCHU aims to enhance its corporate value on a long-term basis.

We believe that our current corporate governance structure accords with good and effective corporate governance called for by the Tokyo Stock Exchange, in its Corporate Governance Code. ITOCHU will continue to evaluate and improve its corporate governance structure so that it always best suits ITOCHU in any given moment and time in its corporate history.

Compliance with Corporate Governance Code

As of June 2020, ITOCHU complies with all principles set forth in Corporate Governance Code.
For details, please refer to Corporate Governance Report(1,094KB)

• Establishment of the Governance and Remuneration Committee and the Nomination Committee as advisory committees to the Board of Directors
  (Please refer to 'Overview of ITOCHU's Corporate Governance and Internal Control System ' below)
  
• Establishment of policy and process for appointing executive officers, candidates for Directors and candidates for Audit & Supervisory Board Members (Please refer to below)
  
• Establishment of policy on holding listed shares for purposes other than pure investment and standards for the exercise of voting rights thereon (Please refer to below)
  
• Adoption of our own independence criteria regarding the judgement on the independence of outside Directors and outside Audit & Supervisory Board Members (Please refer to below)
  
• Formulation of Basic IR Policy (Please refer to Basic IR Policy)

ITOCHU conducted the evaluation as to the effectiveness of the Board of Directors, targeting the members of the Board and Audit & Supervisory Board in FY2020. Please refer to the following URL for an overview of the results.

1999	- Introduction of Executive Officer System	To strengthen decision-making and supervisory functions of the Board of Directors
2011	- Appointment of two outside Directors	To increase the effectiveness of the supervision of management and improve the transparency of decision making
2015	- Response to Japan's Corporate Governance Code - Establishment of the Governance and Remuneration Committee and the Nomination Committee - Revision of the Board of Directors' Regulations	To strengthen the Board of Directors' supervision function and increase transparency
2016	- Increase in the number of outside Directors(from two to three) - Reorganized the Governance and Remuneration Committee and the Nomination Committee(appointing outside Directors as chairmen and accounting outside executive half or more of members) - Implemented Board of Directors' effectiveness evaluation	To strengthen the Board of Directors' supervision function
2017	- Transition to a Board of Directors with a monitoring-focused structure - Increasing the ratio of outside Directors to at least one-third - No Directors except one Division Company President appointed to concurrent positions	For thorough separation of management execution and supervision
2018	- Transition to a Management Structure with a Chairman & CEO and a President & COO - Improve diversity of outside Directors - Maintain an outside Directors' ratio of at least one-third - Discontinue consultant and advisor system	Maintenance of the Board of Directors' system in response to internal and external changes
2019	- Maintain the ratio of outside Directors more than one-third at any time - Further improve the diversity of outside Directors - Achieve 20% of the ratio of female Directors at the Board of Directors (in addition, two female executive officers (non-director)) - Formulate the ITOCHU's Policy on the Governance of its Listed Subsidiaries - Reorganized the Nomination Committee (Majority members of both the Governance Committee and the Nomination Committee are outside executives)	Further improvement of the effectiveness of the Board of Directors
2020	- Maintain the ratio of female Directors at 20% - Improve the governance structure of listed subsidiaries	Maintenance and improvement of the effectiveness of the Board of Directors and improvement of group governance system

Type of system	Company with the Board of Directors and the Audit & Supervisory Board
Number of Directors (Of which, number of outside Directors)	10 (4) *Two of the outside Directors is female, and the average term of overseas assignment period of our internal Directors is 5.7 years.
Number of Audit & Supervisory Board Members (Of which, number of outside Audit & Supervisory Board Members)	5 (3)
Term of office for Directors	1 year (the same for outside Directors)
Adoption of an Executive Officer System	Yes
Organization to support CEO decision-making	Headquarters Management Committee (HMC) deliberates on companywide management policy and important issues
Advisory committees to the Board of Directors	Governance and Remuneration Committee, Nomination Committee
Director Remuneration System	(1) Monthly remuneration (Fixed) Determined according to factors that include degree of contribution to ITOCHU, based on a standard amount for each position (2) Performance-linked bonuses (Variable(Single Year)) Total amount is determined based on consolidated net profit, and individual amount is determined in relation to the position points for the Director, etc. (3) Share price-linked bonuses (Variable(Medium- to Long-term)) Calculated based on an evaluation of the relative growth rate of ITOCHU's share price during the period from FY2019 to FY2021 versus the growth rate of TOPIX(Tokyo Stock Price Index) (4) Performance-linked stock remuneration (Variable(Medium- to Long-term)) Total amount is determined based on consolidated net profit, and individual amount is determined in relation to the position points for the Director used in calculating the individual performance-linked bonus Outside Directors paid monthly remuneration only
Independent external auditor	Deloitte Touche Tohmatsu LLC

1. HMC＝Headquarters Management Committee　 CEO＝Chief Executive Officer　 COO=Chief Operating Officer　
   CSO=Chief Strategy Officer　 CAO＝Chief Administrative Officer　 CFO＝Chief Financial Officer　
   CDO・CIO＝Chief Digital & Information Officer ALM＝Asset Liability Management
2. CAO is the chief officer for compliance. Also, each Division Company has a Division Company president.
3. Internal control systems and mechanisms have been implemented at every level of ITOCHU. Only the main internal control organization and committees are described herein.

Name	Function
Governance and Remuneration Committee	Deliberates and advises on proposals related to remuneration system for Directors and executive officers and other matters on corporate governance
Nomination Committee	Deliberates and advises on proposals related to nomination and dismissal of executive officers, nomination of candidates for Directors and Audit & Supervisory Board Members, dismissal of Directors and Audit & Supervisory Board Members, and appointment and dismissal of responsible Directors and officers

Name	Objectives
Internal Control Committee	Deliberates on issues related to the development of internal control systems Chairman : CAO
Disclosure Committee	Deliberates on issues related to business activity disclosure and on issues related to the development and operation of internal control systems in the area of financial reporting Chairman : CFO
ALM Committee	Deliberates on issues related to risk management systems and balance sheet management Chairman : CFO
Compliance Committee	Deliberates on issues related to compliance Chairman : CAO
Sustainability Committee	Deliberates on issues related to sustainability and ESG, including environmental problems and social contribution initiatives, excluding governance related issues Chairman : CAO
Investment Consultative Committee	Deliberates on issues related to investment and financing Chairman : CFO
New Headquarters Project Committee	Deliberates on issues related to New Headquarters Project Chairman : CAO

Name	Title	Governance and Remuneration Committee	Nomination Committee
Masahiro Okafuji	Chairman & Chief Executive Officer	○	○
Yoshihisa Suzuki	President & Chief Operating Officer	○	○
Fumihiko Kobayashi	Director		○
Atsuko Muraki	Outside Director		◎(Chair)
Harufumi Mochizuki	Outside Director	○	○
Masatoshi Kawana	Outside Director	◎(Chair)
Makiko Nakamori	Outside Director	○
Shuzaburo Tsuchihashi	Audit & Supervisory Board Member		*1
Makoto Kyoda	Audit & Supervisory Board Member	○
Shingo Majima	Outside Audit & Supervisory Board Member		○
Kentaro Uryu	Outside Audit & Supervisory Board Member		○
Kotaro Ohno	Outside Audit & Supervisory Board Member	○
		(7 members)	(7 members)

1. Shuzaburo Tsuchihashi, Audit & Supervisory Board Member, attends as an observer

[Policy and Process for Appointing Executive Officers]
Executive Officers are appointed annually by the Board of Directors among, in principle, employees regarded as candidates for executives based on our HR system with high integrity and exceptional ability (or those who have already been appointed as Executive Officers) who are judged to be capable of assuming the role as the Executive Officers. Candidates for Executive Officers are first selected by the Chairman & CEO based on, among others, recommendations from other officers (or in terms of incumbent Executive Officers, based on their respective performance) and submitted to the Nomination Committee for further deliberation. Based on the deliberation and advice of the Nomination Committee, the Board of Directors appoints Executive Officers by its resolution. In case that an Executive Officer breaches the Executive Officers' Regulation of the Company or otherwise his or her performance is judged to be not appropriate, the Chairman & CEO (or the chairman of the Nomination Committee) firstly makes a proposal of dismissal, and the Board of Directors dismisses such Executive Officer by its resolution based on the deliberation and advice of the Nomination Committee.

[Policy and Process for Appointing Candidates for Directors]
In order to effectively supervise management and decide important business matters as the Board of Directors of a general trading company with broad range of business, ITOCHU's Board of Directors consists of, in principle, the Chairman, President, officers in charge of headquarters administrative functions, one appropriate Division Company president, and such several outside Directors that the percentage of outside Directors in our Board of Directors is one-third or more to improve supervisory function of the Board of Directors. In appointing outside Directors, ITOCHU prioritizes candidates with higher independence, based on the criteria for 'independent Directors' prescribed by the Tokyo Stock Exchange, and ITOCHU's 'Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members,' who with his or her experience and knowledge in the relevant category, are expected to contribute to the management of ITOCHU. Proposal on candidates for Directors is created by the Chairman & CEO taking into consideration diversity such as knowledge, experience, gender and international experience, and submitted to the Nomination Committee for further deliberation before the Board of Directors finally nominates the candidates for election at the General Meeting of Shareholders.

[Policy and Process for Appointing Candidates for Audit & Supervisory Board Members]
As Audit & Supervisory Board of a general trading company with broad range of business, for effective monitoring and audit, candidates for Audit & Supervisory Board Members are selected from those with understanding about ITOCHU's management and with high expertise and extensive experience in the relevant area such as accounting, finance, legal and risk management. Among Audit & Supervisory Board Members, half or more of the members always consist of outside Audit & Supervisory Board Members. In appointing outside Audit & Supervisory Board Members, ITOCHU prioritizes candidates with higher independence, based on the criteria for 'independent Directors' prescribed by the Tokyo Stock Exchange, and ITOCHU's 'Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members,' who are expected to effectively monitor and audit ITOCHU's activities. In addition, ITOCHU selects at least one member with adequate expertise in finance and accounting. Candidates for Audit & Supervisory Board Members are selected by the Chairman & CEO after the discussion with the executive Audit & Supervisory Board Member and submitted to the Nomination Committee for further deliberation before the Board of Directors (with consent of the Audit & Supervisory Board) finally nominates the candidates for election at the General Meeting of Shareholders.

ITOCHU classifies investments other than for pure investment purposes and to consolidated companies as 'Investments to Non-Affiliated Companies,' and the 'Cross-Shareholdings' as set forth in Corporate Governance Code is included in this classification. ITOCHU engages in investments to non-affiliated companies in order to create business relationships. In principle, it is the Company's policy to limit investments to non-affiliated companies to those that have a high likelihood of generating investment returns, and those with a high strategic significance including affiliation in future. This policy remains the same, regardless of whether investments are in or outside Japan, or listed or unlisted.

In order to manage our investment, we set our internal rule. Through annual review of all investments to non-affiliated companies including the Cross-Shareholdings, we examine economic (quantitative) rationale based on returns on our investment, and review strategic objectives to hold such investments taking into consideration the likelihood that our investment purpose is realized in the future. Investments that do not generate economic added value over two-years or investments that lack strategic objective based on such annual review will be, in principle, sold. Results of such annual review with respect to Cross-Shareholdings are subject to further scrutiny at our Board of Directors from the perspective of economic rationale and strategic objective.

ITOCHU places great importance on communication with each investee with the view to building, strengthening and maintaining business relationship as well as to improving corporate value of both ITOCHU and each investee. In May 2015, ITOCHU adopted the following internal voting guideline with respect to Cross-Shareholdings to ensure that ITOCHU's voting rights on all of such investments are exercised in a timely and adequate manner.

[Voting Guideline]

1. In principle, not to abstain from voting or to grant full authority to exercise voting rights on our behalf.
2. To decide for or against a proposal taking into consideration our investment purpose and holding policy.

ITOCHU's final position on voting is determined through internal decision making process based on an initial plan prepared by a department in question through which an investment is made.

ITOCHU has adopted its own independence criteria (augmenting the independence criterial established by the Tokyo Stock Exchange).

Name	Reason for appointment
Ms. Muraki is appointed as an outside Director in the anticipation that she will use her wealth of experience and high-level knowledge she accumulated as a government official and also monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors/auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Ms. Muraki qualifies as an independent Director. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general investors, and she has been designated as an independent Director.
Mr. Mochizuki is appointed as an outside Director in the anticipation that, based on his wealth of experience and high-level knowledge he accumulated as a government official at the Ministry of Economy, Trade and Industry (and the former Ministry of International Trade and Industry) and his experience as a corporate executive at other entities where he concurrently serves, he will monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors/auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Mochizuki qualifies as an independent Director. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Director.
Mr. Kawana is appointed as an outside Director in the anticipation that, based on his experience as a doctor at Tokyo Women's Medical University Hospital for many years and as an important post such as the Deputy Director of the same hospital as well as his high level of medical knowledge, he will monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors/auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Kawana qualifies as an independent Director. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Director.
Ms. Nakamori is appointed as an outside Director in the anticipation that, based on her high level expertise regarding finance and accounting as a certified public accountant as well as her extensive experience as a corporate executive, she will monitor and supervise the corporate management of ITOCHU from an independent perspective. According to the criteria for the independence of directors/auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Ms. Nakamori qualifies as an independent Director. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general investors, and she has been designated as an independent Director.

Name	Reason for appointment
Mr. Majima is appointed as an outside Audit & Supervisory Board Member in the anticipation that he will monitor management and provide auditing from an independent perspective by utilizing his wealth of experience and expertise on finance and accounting as a certified public accountant. According to the criteria for the independence of directors/auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Majima qualifies as an independent Audit & Supervisory Board Member. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Audit & Supervisory Board Member.
Mr. Uryu is appointed as an outside Audit & Supervisory Board Member in the anticipation that he will monitor management and provide auditing from an independent perspective by utilizing his high level of expertise in law and extensive experience as an attorney-at-law for many years. According to the criteria for the independence of directors/ auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Uryu qualifies as an independent Audit & Supervisory Board Member. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Audit & Supervisory Board Member.
Mr. Ohno is appointed as an outside Audit & Supervisory Board Member in the anticipation that he will monitor management and provide auditing from an independent perspective by utilizing his advanced specialized knowledge in law and the extensive experience he accumulated while serving in important positions at the Ministry of Justice, including Vice-Minister of Justice, Superintending Prosecutor of Tokyo High Public Prosecutors Office and Prosecutor-General. According to the criteria for the independence of directors/ auditors prescribed by the Tokyo Stock Exchange, as well as our own independence criteria, Mr. Ohno qualifies as an independent Audit & Supervisory Board Member. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general investors, and he has been designated as an independent Audit & Supervisory Board Member.

ITOCHU has 203 consolidated subsidiaries (as of the end of 2019) and is expanding our diverse businesses in Japan and all over the world. As the core of the Group, ITOCHU formulates management policies as well as short- and medium-term management plans on a group basis, and regularly monitors the progress of each segment. In order to appropriately deal with various risks as a group, we have the internal control systems on a group basis, which are necessary to ensure that Directors' implementations of duties are in compliance with laws and statutory regulations and the Articles of Incorporation, and to ensure the appropriateness of other operations.

In particular, ITOCHU makes conscientious efforts to ensure execution of duties by directors and employees at each subsidiary to comply with laws and regulations and the Articles of Incorporation by means of the directors and corporate auditors dispatched to each subsidiary supervising and auditing the execution of duties. In addition, in order to deal with various risks such as market risk, credit risk, country risk, investment risk, etc. of the Group, ITOCHU maintains and manages risks comprehensively and individually. For that purpose, various internal committees and responsible departments have been established, and the necessary risk management system and management method are group-based. Furthermore, ITOCHU formulates a group compliance program, establishes and operates the system required to prevent the occurrence of any violations of laws and regulations, and strives for continuous improvement through regular reviews.

ITOCHU respects the autonomy of listed subsidiaries, ITOCHU Techno-Solutions Corporation, ITOCHU ENEX CO., LTD., ITOCHU-SHOKUHIN Co., Ltd., CONEXIO Corporation, C.I. TAKIRON Corporation, and Prima Meat Packers, Ltd., and prohibits any acts that contradict the principle of shareholder equality. In particular, with the recognition that there is a potential conflict of interest between ITOCHU and the minority shareholders of these listed subsidiaries and in order to secure the independent decision-making of these listed subsidiaries, we request these listed subsidiaries to set up the governance structure under which the independent outside Directors of these listed subsidiaries are well functioned. Specifically, ITOCHU encourages each listed subsidiary that (1) independent outside directors should be one-third or more of the total number of directors, (2) an independent board advisory committee should be established, and (3) independent outside corporate auditors should be half or more than the total number of corporate auditors. It is recognized that each of the listed subsidiaries have established a governance system that is generally in line with the request.

On the premise of the above-mentioned governance system, the significance of holding a listed subsidiary is including: 1) expansion of business partners based on our name recognition, creditworthiness and independence; 2) the expansion of synergies within the Group; (3) reduction of the Company's financial burden on the listed subsidiary; and (4) securing excellent human resources. In addition, the significance of holding each listed subsidiary from the perspective of the Group's management strategy and sales perspective is as follows:

Company	Significance of Holding
ITOCHU Techno-Solutions Corporation	It is expanding its business by developing solutions utilizing the Group's domestic and overseas networks and developing services for group companies, and ITOCHU and ITOCHU Techno-Solutions Corporation have an appropriate commercial relationship as business partners. It was established and founded by inheriting part of ITOCHU's information industry business as an independent company. There has been no competitive relationship with the ITOCHU's business, and has been few transactions between us.
ITOCHU ENEX CO., LTD.	Utilizing its wide and diverse domestic customer base, ITOCHU ENEX CO., LTD. is developing new fuel sales, logistics efficiency business, next-generation business, etc. in addition to existing energy business and power business. It is important and indispensable presence for the Group in order to build a stable profit base both in Japan and overseas. It was established and founded by inheriting ITOCHU's existing subsidiary as an independent company. There has been no competitive relationship with the ITOCHU's business, and has been few transactions between us.
ITOCHU-SHOKUHIN Co., Ltd.	The principal and main business of ITOCHU-SHOKUHIN Co., Ltd. is the sale and distribution of alcoholic beverages and processed foods. Based on the existence of it, ITOCHU secures stable contact points with various domestic retailers, and we aim to maximize profit in the food distribution field by utilizing this sales channel. While pursuing synergies by strengthening cooperation with it, a business relationship on the premise of pursuing mutual economic rationality has been established and maintained.
CONEXIO Corporation	It is expanding its business by utilizing the Group network to promote mobile accessory sales and cross-industry collaboration, etc., and ITOCHU and CONEXIO Corporation have an appropriate commercial relationship as business partners. It was established and founded by inheriting ITOCHU's mobile device sales business as an independent company. There has been no competitive relationship with the ITOCHUs business, and has been few transactions between us.
C.I. TAKIRON Corporation	C.I. TAKIRON Corporation is positioned as a core enterprise in the Group's plastic resin business, due to its advanced technological capabilities and large-scale production capacity. We aim to maximize the Group's profits through synergies such as support for overseas expansion of the products handled by C.I. TAKIRON Corporation utilizing ITOCHU's diverse overseas network. While pursuing synergies by strengthening cooperation with it, a business relationship on the premise of pursuing mutual economic rationality has been established and maintained.
Prima Meat Packers, Ltd.	The main and principal business of Prima Meat Packers, Ltd. is to sell meat and processed livestock products, and it assumes an important role in supplying final products in ITOCHU's livestock value chain. While pursuing synergies by strengthening cooperation with it, ITOCHU is strengthening our value chain by conducting a wide range of transactions with other companies. A business relationship on the premise of pursuing mutual economic rationality has been established and maintained.

To enhance the corporate value of the overall ITOCHU Group, ITOCHU, as their parent company and major shareholder, regularly pays adequate attention to the legal compliance systems and status of these listed subsidiaries. ITOCHU provides appropriate advice and support as needed on specific compliance-related matters, creation of internal control systems, and other managerial issues.

Itochu does not adopt any takeover defense measures.