Corporate Governance Structure

Corporate Governance System

The Company conducts a diverse range of business globally. Accordingly, the Company has established a corporate audit governance model of a Company with auditors in which the Board of Directors consisting of Internal Directors and Outside Directors has been established in order to ensure rapid and efficient decision-making and appropriate supervisory functions in management. The Company has determined that this governance model is functioning effectively as set forth in items (a) and (b) below. Therefore, the Company will retain the current governance structure.

(a) Ensuring rapid and efficient decision-making

The Company ensures rapid and efficient decision-making by appointing Directors who serve concurrently as Executive Officers and are well-versed in the Company’s diverse business activities.

(b) Appropriate supervisory functions

The Company ensures appropriate aim for development that is in harmony supervisory functions by implementing various measures, including appointing Outside Directors that account for the majority of candidates for the Board of Directors; establishing the Audit & Supervisory Board Member’s Office; fostering collaboration among the Audit & Supervisory Board Members, the Audit Department and the Accounting Auditor; and carrying out advance briefings, on the same occasion, on matters referred to the Board of Directors for both Outside Directors and Outside Audit & Supervisory Board Members.

Board of Directors

The Board of Directors comprises 11 Directors (including seven Outside Directors; eight males and three females), and makes decisions regarding management policy and other important matters and supervises the execution of duties by Directors.

To clearly segregate management and execution, the Chairman of the Board without representative rights and the authority for business execution, in principle, chairs the Board of Directors Meetings.

In FY2024, the Board of Directors met 15 times to make decisions regarding execution of duties by the Corporation and all members of the Board of Directors were present at all meetings during their terms of office, excluding Mr. Hisayoshi Ando and Ms. Kana Odawara, who were absent for 1 meeting each. In FY2024, the Board of Directors mainly deliberated as below:

• Formulation of the Mid-Term Management Strategy GC2027 (conducted multiple deliberations on financial targets, sustainability, HR strategy, etc.)
• Investment and financing projects, such as:

  • Strategic Investment in Wheels Topco, a leading fleet management company in North America
  • Kraft of Asia Paperboard & Packaging Co., Ltd., which manufactures and sells containerboard and packaging products in Vietnam
• Financial results and other finance related matters (shareholder returns including share buybacks, etc.)
• Remuneration for Directors/Audit & Supervisory Board Members
• Report on risk exposures and the maximum downside risk (risk assets) as well as their comparative analysis with other major Japanese trading companies
• Policy on group security governance and overview of the Company’s IT systems
• Evaluation of the effectiveness of the Board of Directors, internal control related matters, etc.

Audit & Supervisory Board

The Audit & Supervisory Board comprises five Audit & Supervisory Board Members (including three Outside Audit & Supervisory Board Members; 3 males and 2 females), and Mr. Takao Ando, a Full-time Audit & Supervisory Board Member, serves as the chair. The Company adopts a corporate audit governance system and each of the Audit & Supervisory Board Members is responsible for overseeing Directors in the execution of their duties by attending important meetings, such as the Board of Directors Meetings, and by monitoring business activities and financial conditions in accordance with the auditing policies and plans set by the Audit & Supervisory Board.

In principle, the Audit & Supervisory Board Members and the Accounting Auditor exchange information and their opinions concerning, for instance, audit plans, audit status and results of the Corporation and the group companies (including interim review), each audit matter (including selection of key audit matters), important aspects of the financial results, and trends on accounting audits, etc. at monthly meetings. The Company’s Accounting Auditor for FY2024 was Ernst & Young ShinNihon LLC. The Audit & Supervisory Board Members and the Audit Department, a department which performs internal audits, exchange information and their opinions concerning, for instance, internal audit plans and the Corporation’s and its group companies’ internal audit results and status of the internal control over financial reporting, etc. at regular meetings (7 times a year). In FY2024, the Audit & Supervisory Board met 18 times, and all Audit & Supervisory Board Members were present at all meetings of the Audit & Supervisory Board during their terms of office.

The President and CEO holds meetings with the Audit & Supervisory Board Members on a regular basis, reports on execution of duties, and exchange opinions. Other Directors, CHRO, CSO, CFO, CAO, CDIO, Members of Corporate Management Committee, Supervisors, 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 Company will suffer significant damage.

Corporate Management Committee

The Corporate Management Committee is an advisory committee for the President and CEO and consists of the President and CEO (Representative Director), the Senior Executive Vice President (Representative Director), four Senior Managing Executive Officers (including one Representative Director), and four Managing Executive Officers. It deliberates management-related policies and important company-wide matters.

Committee of Chief Operating Officers

The members of the Committee of Chief Operating Officers are the President and CEO, alongside Executive Officers and Chief Operating Officers appointed by the President and CEO.
They discuss matters pertaining to budgeting, account settlement and financial planning as well as other issues related to the execution of business.

Committee of Executive Officers

The Committee of Executive Officers consists of 41 Executive Officers (three of whom also serve as Director) and communicates management information and gives reports on matters that affect business execution such as financial performance and results of internal audits.

Nomination Committee

The memberships of the committee are composed so as to ensure independence, as Independent Outside Directors/Audit & Supervisory Board Members constitute the majority of the members and the committee is chaired by an Independent Outside Director as well. The Nomination Committee mainly deliberates on proposals regarding the selection of candidates for Director and Audit & Supervisory Board Member, proposals regarding the selection of the President and CEO for the next term, and successor plans formulated and operated by the President and CEO (including plans related to necessary qualities and requirements, successor candidate groups, and training), and reports to the Board of Directors. In FY2024, nine Committee meetings were held for deliberations regarding candidates proposed for appointment as Directors and Audit & Supervisory Board Members and as the next President and CEO, etc.

Committee’s Members: President and CEO, Outside Directors 2
Chairperson: Outside Director

Governance and Remuneration Committee

The memberships of the committee are composed so as to ensure independence, as Independent Outside Directors/Audit & Supervisory Board Members constitute the majority of the members and the committee is chaired by an Independent Outside Director as well. The Governance and Remuneration Committee deliberates on the policy for determining remuneration for Directors and Executive Officers as well as appropriateness of the level of remuneration, and reports to the Board of Directors. Furthermore, it deliberates on important matters related to corporate governance and conducts assessments and reviews of the Board of Directors as a whole, including on its structure, operation, etc., and reports thereon to the Board of Directors. In FY2024, three Committee meetings were held for deliberations regarding remuneration for Directors and Executive Officers, review of compensation plans, evaluation of the effectiveness of the Board of Directors, and disclosure of information on Directors/Audit & Supervisory Board Members (including improvement of the disclosure of their skill matrix).

Committee’s Members: President and CEO, Inside Director 1, Outside Director 1, Outside Audit & Supervisory Board Members 2
Chairperson: Outside Director

Overview of Corporate Governance Systems

• All Outside Directors and Audit & Supervisory Board Members are independent officers as defined by the Tokyo Stock Exchange.

Number of Times convened in FY2024 : Major Board and Committee Meetings

Committees

The Company has established various committees as an organization directly under the President and CEO for dealing with important matters related to business execution and internal control, etc.
The main committees and their roles are as follows:

Roles and Functions of Outside Directors and Outside Audit & Supervisory Board Members

Roles and Functions of Outside Directors

Outside Directors offer opinions on business management drawn from their broad experience and high-level perspective, and give advice to better implement corporate governance.
Outside Directors attend the meetings of the Board of Directors and the Committee of Executive Officers, making active contributions from the perspective of internal control. Prior to meetings, Outside Directors are provided with agendas and fully briefed on management issues and project execution status. Two of the Outside Directors are members of the Governance and Remuneration Committee (one is the chairman) and three are members of the Nomination Committee (one is the chairman).

• Please refer to [the Corporate Governance Report(PDF)] for Reasons of Appointment.

Roles and Functions of Outside Audit & Supervisory Board Members

Outside Audit & Supervisory Board Members monitor the Directors’ execution of duties and draw upon their wealth of professional expertise to offer various recommendations and advice to enhance the Audit & Supervisory Board.
Outside Audit & Supervisory Board Members attend meetings of the Audit & Supervisory Board and also the Board of Directors and Committee of Executive Officers. In addition, the Outside Audit & Supervisory Board Members meet with the President and CEO on a regular basis, as well as with members of the Audit Department, Corporate Accounting Department, and outside auditors, for an exchange of opinions. They receive audit-related information from Full-time Audit & Supervisory Board Members, which they use in the execution of their auditing duties. Two of the Outside Audit & Supervisory Board Members are also members of the Governance and Remuneration Committee.

• Please refer to [the Corporate Governance Report(PDF)] for Reasons of Appointment.

Executive Remuneration

Overview of the Corporation’s policy from FY2025 to determine the remuneration and other payments for Directors are as follows.

1. Remuneration Policy
The remuneration for Directors of the Corporation is determined based on the following approach.

1. The remuneration plan shall encourage and reward Directors for addressing issues of society and customers and creating new value with all stakeholders in accordance with the spirit grounded in the Company Creed of “Fairness, Innovation and Harmony.”
2. The remuneration plan shall place emphasis on the linkage with business results and shareholder value and encourage the enhancement of corporate value over the medium- to long-term.
3. The remuneration plan shall secure, maintain and reward excellent human capital, which is a critical source of corporate value.
4. The remuneration plan shall be fair and just, with decisions made through a highly objective process according to responsibilities and performance.

2. Remuneration framework
The recipients of each type of remuneration and other payments are determined by his/her expected role. Please refer to the table below for details.

1. Remuneration and other payments for the Chairman of the Board consist of the monthly remuneration as the basic remuneration and the medium- and long-term incentive remuneration, considering that the Chairman of the Board is in the position to substantially contribute to the enhancement of corporate value over the medium- to long-term through leveraging the business expertise gained through managing the Corporation on supervision.
2. Remuneration and other payments for Outside Directors consist entirely of the monthly remuneration as the basic remuneration (including remuneration for responsibilities as the chairperson, member or other positions of various committees), considering that Outside Directors are in the position to supervise management with independence.
3. A part of the policy to determine the remuneration and other payments for Directors was amended by resolution of the Board of Directors meeting held on Mach 26, 2025. It was determined that it will fluctuate between 0% and 296% of the basic remuneration for each position, and that the business performance ranges will be between 170 billion yen and 850 billion yen for consolidated net profit and between 270 billion yen and 950 billion yen for core operating cash flow. Performance-based bonuses in FY2024 are based on the Policy to Determine the Remuneration And Other Payments for Directors prior to its amendment on March 26, 2025, under which the amount of payment is within the range between 0% and 230% of the basic remuneration by position, and is calculated using the actual values of the coefficient by position and the evaluation indicators; and business performance ranges are set between 170 billion yen and 700 billion yen for consolidated net profit and between 270 billion yen and 800 billion yen for core operating cash flow.
4. The Executive Officer who is also a Chief Operating Officer, Deputy Chief Operating Officer, or Senior Operating Officer of Business Division is eligible to receive the individuals’ evaluation-based remuneration based on the organization’s performance evaluation, and currently there is no Executive Director eligible for the payment.
5. Short-term incentive remuneration will be paid in a lump sum at the end of each fiscal year.

3. Remuneration levels and composition ratio
To ensure that remuneration levels of Directors are competitive so as to secure and maintain excellent human capital, the remuneration levels are examined by comparing them with objective research data on remuneration provided by outside specialized organizations and other sources to determine the appropriate remuneration levels. The composition ratio of remuneration and other payments focuses on the medium- and long-term improvement of corporate value. For the President and CEO, the composition ratio of monthly remuneration, the short-term incentive remuneration and the medium- and long-term incentive remuneration shall generally be set at 1:1:1 when consolidated net profit is 400 billion yen and core operating cash flow is 500 billion yen. For other internal Directors, the composition ratio of remuneration shall be set in accordance with the composition ratio of remuneration for the President and CEO, taking into account the role and responsibilities of each position.

4. Malus and clawback
The short-term and the medium- and long-term incentive remuneration shall be subject to clauses that allow the Corporation to reduce or cancel the remuneration (malus) and request the return of the paid remuneration (clawback) based on a resolution of the Board of Directors when there is a restatement of financial results due to a significant revision of financial statements or there is a significant violation or breach of internal rules by a Director/officer.

5. Method to determine the remuneration and other payments for individual Directors
As for the policy to determine the remuneration and other payments for Directors (including the method to determine individual payments; the “Determination Policy”), the Governance and Remuneration Committee, which is chaired by an Outside Director with the majority of its members consisting of independent Outside Directors/Audit & Supervisory Board Members deliberates on the Determination Policy, including the appropriateness of the remuneration levels, and provides reports to the Board of Directors, which then makes a decision thereon.
As for the determination of individual payments for Directors, the Governance and Remuneration Committee confirms whether the determination conforms to the Determination Policy and provides reports to the Board of Directors, which then resolves the payment within the range of the maximum amount of remuneration resolved at a General Meeting of Shareholders. However, as for the amount of basic remuneration for Directors with positions that do not have fixed remuneration amount corresponding to the positions and individuals’ evaluation-based remuneration in the short-term incentive remuneration, the determination of payment for individual quantitative evaluation has been delegated to the President and CEO because the person at the head of business execution is considered to be the most appropriate person for making the decision that involves individual judgments based on the evaluation of contributions and the positions/responsibilities. To improve the objectiveness, fairness and transparency of the process to determine the amount of the Individuals’ evaluation-based remuneration based on the individuals’ qualitative evaluation, the Governance and Remuneration Committee shall confirm that the evaluation and the payment have been conducted within the scope delegated by the Board of Directors, and report the results to the Board of Directors.

Regarding the remuneration and other payments for individual Directors for FY2024, since the determination of the amount of the Individual’s evaluation based remuneration based on the individual’s quantitative evaluation as is the Short-term incentive remuneration were delegated to the then President and CEO Masumi Kakinoki based on the policy to determine the remuneration and other payments for Directors prior to the amendment on March 26, 2025 and the Governance and Remuneration Committee deliberates on whether it conforms to the Determination Policy and provides reports to the Board of Directors, the Board of Directors also respects the reports and judges that the payments conform to the Determination Policy.

(Supplementary matters)
The remuneration framework and process for determining remuneration for Executive Officers who do not concurrently serve as Directors is the same as those for Directors.

The total amount of remuneration and other payments for Directors and that for Audit & Supervisory

The remuneration and other payments for Directors and that for Audit & Supervisory Board Members for FY2024 (including the amount of monetary remuneration claims to be paid, and the total number of the Corporation’s common stock to be issued or disposed of, for granting “Restricted Shares” and “TSR-linked Performance-based Restricted Share Units”) has been determined as follows by the resolutions at the 99th Ordinary General Meeting of Shareholders.

Regarding the “[Former plan] Market Capitalization-linked Performance-based Restricted Share Units” introduced at the 97th Ordinary General Meeting of Shareholders held on June 24, 2021, for those whose rights had been granted by FY2022, the annual amount of within 120 million yen resolved at that General Meeting of Shareholders (the upper limit of the Corporation’s common stock to be issued or disposed of shall be within 300,000 shares during each evaluation period) has been maintained, and the amount of the remuneration has been included in the amount of remuneration for granting the above TSR-linked Performance-based Restricted Share Units.

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

Total amount of remuneration and other payments for directors and that for Audit & Supervisory in FY2024

1. The amounts below 1 million yen are rounded off.
2. The above-stated number of recipients includes 4 Directors (including 1 Outside Director) and 2 Outside Audit & Supervisory Board members who retired by the last day of FY2024. As of March 31, 2025, the Corporation has 10 Directors (including 6 Outside Directors) and 5 Audit & Supervisory Board Members (including 3 Outside Audit & Supervisory Board members).
3. “Performance-based bonuses, etc.” include “Individuals’ evaluation-based remuneration.” The amount stated for performance-based bonuses has been calculated based on consolidated net profits of 503.0 billion yen and core operating cash flow of 606.6 billion yen in FY2024, in accordance with the calculation method resolved at a meeting of the Board of Directors after deliberations by the Governance and Remuneration Committee.
4. The Corporation issues “Restricted Shares” to Directors (excluding Outside Directors) as non-monetary remuneration and other payments. The above-stated amounts are the amounts charged to expenses for accounting purposes during FY2024. During FY2024, based on the resolution of the meeting of the Board of Directors held on June 21, 2024, 51,124 shares of common stock of the Corporation with a transfer restriction period were issued to 4 Directors (excluding Outside Directors).
5. The Corporation issues “TSR-linked Performance-based Restricted Share Units” to Directors (excluding Outside Directors) as non-monetary remuneration and other payments. The above-stated amounts are the amounts charged to expenses for accounting purposes during FY2024 by calculating the estimated amount of monetary remuneration claims corresponding to the estimated number of shares to be granted in FY2026 and FY2027. This remuneration plan was introduced in FY2023, and the first evaluation period will end in July 2026. Therefore, there are no results for FY2024 regarding the performance indicators.
6. “[Former plan] Market Capitalization-linked Performance-based Restricted Share Units” are non-monetary remuneration and other payments granted as remuneration in FY2021 and FY 2022. They refer to stock remuneration whose final number of allotted shares is determined in accordance with the market value growth rate during the evaluation period of three years after the grant. The above-stated amounts are the amounts charged to expenses for accounting purposes for FY2024 corresponding with the final number of allotted shares determined for FY2024 after the evaluation period of three years, and the amounts charged to expenses for accounting purposes during FY2024 by calculating the estimated amount of monetary remuneration claims corresponding to the estimated number of shares to be granted in FY2025. Calculations for the final number of allotted shares related to the Market Capitalization-linked Performance-based Restricted Share Units, for which the evaluation period ended in FY2024, are based on the Corporation’s actual market value growth rate of 299%. After its introduction in FY2021, this remuneration plan has been abolished except for the share units already granted, as “TSR-linked Performance-based Restricted Share Units” were introduced in FY2023.

Individuals to whom the total amount of compensation paid exceeded 100 million yen in the FY2024

• For details of the amounts, monthly remuneration, Performance-based bonuses, etc, Restricted Shares, TSR-linked Performance-based Restricted Share Units, [Former plan] Market Capitalization-linked Performance-based Restricted Share Units (Granted in FYs 2021 and 2022), please refer to Notes to the table in “Total amount of remuneration and other payments for directors and that for Audit & Supervisory in FY2024” above.

Evaluation of the effectiveness of the board of directors

Since FY2016, the Corporation has conducted annual evaluations of its Board of Directors’ effectiveness and implemented improvements to address issues identified through rigorous analysis.
The evaluations of the Board’s effectiveness in FY2024 (the “FY2024 Board Evaluation”) built upon the FY2023 concept of “the ideal governance structure suitable for Marubeni” to enable the Board to discuss the structure of the governance frameworks suitable for the Corporation and will support the successful implementation of the Mid-Term Management Strategy GC2027, taking into consideration the discussions from FY2023.

I. Evaluation Framework and Methodology

1. Evaluation Target

The Board of Directors, including the Governance and Remuneration Committee and the Nomination Committee

2. Evaluation Process

1. Analysis on comprehensive questionnaire and interviews with all Directors and Audit & Supervisory Board Members;
2. Review and evaluations by the Governance and Remuneration Committee of the results of such analysis; and
3. The Board’s review and deliberation of the evaluations by the Governance and Remuneration Committee.

3. Evaluation Items

• Functions and roles of the Board
• Structure of the Board (composition, diversity, competencies, skills, etc.)
• Deliberations at Board meetings
• Utilization of the Governance and Remuneration Committee and the Nomination Committee
• Accountability to and dialogues with stakeholders

4. Independent Third-Party Assessment

Like past Board evaluations, the Corporation appointed an independent specialized organization. Utilizing the independent specialized organization, the Governance and Remuneration Committee performed the analysis and evaluations based on advanced document inspection, as well as responses to the questionnaire and interviews.

The independent specialized organization mainly gave the following supports:

• Analysis of the agenda of the Board meetings over the past three years;
• Advice on questionnaire design from an external perspective;
• Independent analysis of the questionnaire responses and conducting the interviews;
• Objective evaluations of the questionnaire and interview results, and providing comments on them as the basis for deliberation at the Governance and Remuneration Committee and the Board; and
• Advice on addressing identified improvement opportunities and action plans.

The Governance and Remuneration Committee ensured the questionnaire and interviews were conducted and the results analyzed and evaluated on an anonymous basis by the independent specialized organization, thereby maintaining the transparency and objectiveness of the FY2024 Board Evaluation.

II. Evaluation Results Overview

1. Key Findings

Through the evaluation process above, it has been confirmed that the Corporation’s Board of Directors operates effectively with appropriate functionality. Particularly strong areas include:

1. Enhanced Board diversity across gender, skills, and experience, enabling more multifaceted observations than before;
2. Comprehensive onboarding and continuous training for the Outside Directors and the Outside Audit & Supervisory Board Members to provide a deep understanding of the Marubeni Group and their businesses, including site visits to the Group companies’ facilities; and
3. Effective facilitation by the Chairman at Board meetings that encourages robust and substantive deliberations.

The Corporation has made efforts to improve the effectiveness of the Board by addressing the issues identified in the previous Board evaluations in FY2023 as follows:

1. Clarifying Issues to Monitor Important Group Management Matters
   The Board materials now include executive summaries outlining the overview of each project and are simplified by highlighting key issues requiring the Board’s attention.
   As stated in (3) of “3. Key Issues Identified in FY2024 Board Evaluation and Action Plans to Address Them” below, the Corporation will continue to examine necessary measures for more in-depth discussions at Board meetings.
2. Enhancing Discussion on Management Strategy/Important Management Matters for Mid- to Long-Term Growth of Corporate Value of the Marubeni Group Considering Comprehensive Group Strengths
   In FY2024, the Board actively participated in the formulation of the Mid-Term Management Strategy GC2027 from the initial stages. In addition, the Corporation utilized venues outside the Board meetings to enhance discussions on important Group management matters, and the Board engaged in focused discussions with the management on business strategies, DX strategies, etc.
3. Continuing Discussion on Functions and Roles of the Board in a Governance Structure Suitable for Marubeni
   The Corporation conducted candid exchanges of opinions among the Chairman, the President and CEO, and the Outside Directors and the Outside Audit & Supervisory Board Members regarding the optimal functions and roles of the Board of Directors.
   Like the item (1) above, the Corporation will continue to consider and take necessary measures to deepen the discussions on the Board functions and roles as stated in (1) of “3. Key Issues Identified in FY2024 Board Evaluation and Action Plans to Address Them” below.

3. Key Issues Identified in FY2024 Board Evaluation and Action Plans to Address Them

1. Continued Discussion on Purpose, Functions, and Roles of the Board to Align with Changes in Management Strategy
   In the aforementioned exchanges of opinions, it was confirmed that the Chairman, the President and CEO, and each Outside Director and Outside Audit & Supervisory Board Member have their own thoughts and opinions on the functions and roles the Board should fulfill. The Corporation will continue aligning the Board functions and roles with the changes in management strategy, including “Accelerating Growth” in the Mid-Term Management Strategy GC2027, and changes in the external environment surrounding the Marubeni Group. This includes structured discussions to ensure shared understanding by all Board members of its purpose, functions, and roles utilizing venues outside the Board meetings and taking into account the Corporation’s expectations to the Board for corporate value enhancement.
2. Improvement of Discussions Aimed at Mid- to Long-Term Corporate Value Enhancement Based on Insights into External Environmental Changes and Risks
   While the Board discusses changes in external environment and risks surrounding the Marubeni Group, these discussions tend to remain at the business unit-level concerns. Therefore, going forward, the Corporation will strengthen the Board engagement on strategic initiatives for long-term corporate value enhancement, including GC2027 implementation, investor/public relations strategy, HR strategy, and better identification of growth domains and business portfolio optimization, etc.
3. Further Clarification of Issues in Board Materials for In-Depth Discussions
   At Board meetings, in addition to discussing the agenda themselves, the Board needs to monitor whether the management’s decision-making process is sound and proper. To facilitate both, the Corporation will refine the content and structure of the Board materials, provide earlier access to the agenda and materials, and improve the operation of Board meetings, including in advance briefings of agenda, to make it easier to understand issues that the Management Committee, Investment and Credit Committee, etc. focused on when they made the decision. To enable more in-depth discussions at Board meetings, the Corporation will further clarify issues and risks requiring the Board’s attention.

Based on the FY2024 Board Evaluation results, the Corporation will continue to work on maintaining and improving the Board effectiveness going forward to drive long-term corporate value enhancement.