Corporate Governance Structure

Corporate Governance System

The Corporation conducts a diverse range of business globally. Accordingly, the Corporation 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 Corporation has determined that this governance model is functioning effectively as set forth in items (a) and (b) below.

(a) Ensuring 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 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 FY2025, the Board of Directors met 14 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. Takayuki Furuya and Ms. Yuri Okina, who were absent for 1 meeting each, and Mr. Soichiro Minami, who was absent for 2 meetings. In FY2025, the Board of Directors mainly deliberated as below:

• Implementation of the Mid-Term Management Strategy GC2027
• Reports on status of business and investment projects
• Financial results and other finance related matters (shareholder returns including share buybacks, etc.)
• Remuneration for Directors/Audit & Supervisory Board Members
• Overview of the Corporation’s risk management and report on the maximum downside risk (risk assets) as of the end of FY2024
• Impact of Cyberattacks on Supply Chain Risk and Countermeasures
• Progress report on sustainability initiatives
• Group Governance (report on the current status of Group management initiatives and details of this fiscal year’s revisions to the Marubeni Group Governance Policy)
• Corporate Governance structure restructuring, internal control related matters, etc.

In addition, in FY2025, the Board of Directors held free discussions among Board members to further deepen deliberations on enhancing corporate value, shareholder composition, IR/SR activities (including Marubeni IR Day), improvement of share price and PER, the Corporate Governance structure, and evaluation of the effectiveness of the Board of Directors.

As advisory committees to the Board of Directors, the Corporation voluntarily established a Nomination Committee and a Governance and Remuneration Committee as set forth below.

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 FY2025, two Committee meetings were held for deliberations regarding candidates proposed for appointment as Director, 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 FY2025, four 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

Audit & Supervisory Board

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

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 Corporation’s Accounting Auditor for FY2025 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 FY2025, the Audit & Supervisory Board met 17 times, and all Audit & Supervisory Board Members were present at all meetings of the Audit & Supervisory Board during their terms of office.

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 Corporation 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, the Senior Executive Vice President, three Senior Managing Executive Officers, 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.

In addition to the above, the Corporation had established the Committee of Executive Officers, composed of all Executive Officers for the purpose of reporting on matters related to business execution, including financial performance and the results of internal audits. However, as more timely and efficient reporting practices have now been firmly established, the Committee of Executive Officers was dissolved effective at the end of FY2025.

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 FY2025 : Major Board and Committee Meetings

Committees

The Corporation 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 other meetings, making active contributions from the perspective of internal control. Prior to Board 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 other meetings. 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 in FY2025 to determine the remuneration and other payments for Directors are as follows.

The Corporation will propose transitioning to a “Company with Three Statutory Committees” governance model (also known as the “Company with Nominating Committee, etc.” model) at the Ordinary General Meeting of Shareholders to be held in June 2026. If this proposal is approved, the Compensation Committee under the new structure will determine the policy to determine the remuneration and other payments for Directors and Executive Officers.

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. 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.
4. Short-term incentive remuneration will be paid in a lump sum at the end of each fiscal year.

3. Remuneration levels and composition ratio
To ensure that remuneration levels of Directors are competitive so as to secure and maintain excellent human capital, the remuneration levels are examined by comparing them with objective research data on remuneration provided 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, the determination of payment for individual qualitative 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. 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 FY2025, since the determination of the amount of the Individual’s evaluation based remuneration based on the individual’s qualitative evaluation as the Short-term incentive remuneration were delegated to the President and CEO Masayuki Omoto based on the policy to determine the remuneration and other payments for Directors 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 has continuously implemented improvement measures to address issues identified through rigorous analysis.
The evaluations of the Board’s effectiveness in FY2025 (the “FY2025 Board Evaluation”) was carried out under the concept of “further strengthening the Board’s supervisory function by evolving its governance into a ‘monitoring model’ that supports the Corporation’s value creation.”

I. Evaluation Framework and Methodology

1. Scope of Evaluation

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

2. Evaluation Process

Led by the Governance and Remuneration Committee, the FY2025 Board Evaluation was conducted through the following process:

1. Analysis of responses to a comprehensive questionnaire and interviews with all Directors and Audit & Supervisory Board Members; and
2. Review and deliberation by the Board of Directors based on the Governance and Remuneration Committee’s evaluation.

3. Evaluation Items

The evaluation focused on the following areas:

• Functions and roles of the Board
• Board Structure (including composition, diversity, competencies, skills)
• Quality and depth of deliberations at Board meetings
• Utilization of the Governance and Remuneration Committee and the Nomination Committee
• Understanding and consideration of stakeholder interests

4. Independent Third-Party Assessment

Consistent with prior years, the Corporation engaged an independent specialized organization to support the FY2025 Board Evaluation. With the support of this independent specialized organization, the Governance and Remuneration Committee performed the analysis and evaluation based on a prior review of relevant materials, as well as questionnaire responses and interview results.

The independent specialized organization primarily provided the following support:

• Analysis of the Board agendas over the past two years;
• Advice on questionnaire design from an external perspective;
• Independent analysis of the questionnaire responses and conduct of interviews;
• Objective evaluations of the questionnaire responses and interview results, including commentary to support deliberations by the Governance and Remuneration Committee and the Board; and
• Advice on addressing identified improvement opportunities and action plans.

The Governance and Remuneration Committee ensured that the questionnaires and interviews were conducted, and the results analyzed and evaluated, on an anonymous basis by the independent specialized organization, thereby maintaining the transparency and objectivity of the FY2025 Board Evaluation.

II. Evaluation Results Overview

1. Key Findings

Through the evaluation process described above, the Corporation confirmed that the Board of Directors is functioning effectively and appropriately. Under the new management team following the change of the President and CEO in April 2025, the Board has been engaging in discussions with a strong focus on enhancing corporate value.

In particular, the following strengths of the Board were highly rated.

1. An open and receptive stance of the management toward the Board;
2. The participation of Outside Directors with extensive experience in management and governance; and
3. A Board culture that enables free and open expression of opinions, with a clear focus on enhancing corporate value.

2. Ongoing Initiatives to Further Improve Board Effectiveness

The Corporation has continued to improve the effectiveness of the Board by addressing issues identified in the Board evaluation in FY2024 as follows:

1. Continued Discussion on Purpose, Functions, and Roles of the Board to Align with Changes in Management Strategy
   In FY2025, the Board continued to hold open discussions on strengthening governance and, as a part of these efforts, resolved to transition to a “Company with Three Statutory Committees” governance model (also known as the “Company with Nominating Committee, etc.” model).
   In the course of these deliberations, there were active discussions regarding the desired “form of the Board of Directors.” Additionally, the members of the Corporate Management Committee discussed the functions and roles they expect from the Board. Based on those discussions, the Chairman of the Board, the President and CEO, and Outside Officers held a free discussion on the “roles of the Board of Directors in driving the sustainable enhancement of the Marubeni Group’s corporate value.”
   Through these discussions, the Corporation believes that Board members have further aligned their views on the functions and roles. Looking ahead, as the Corporation transitions to a “Company with Three Statutory Committees” governance model and further evolves the Board into a monitoring board, the Corporation will continue discussions on the “effective supervisory function,” including what the Board should supervise and how it should do so, as described in “3. Key Issues Identified in FY2025 Board Evaluation and Action Plans,” item (1).
2. Improvement of Discussions Aimed at Mid- to Long-Term Corporate Value Enhancement Based on Insights into External Environmental Changes and Risks
   In FY2025, with the participation of Outside Directors who have extensive management experience, discussions aimed at enhancing corporate value became even more active. Recognizing that medium- to long-term corporate value creation must be pursued collaboratively by the Board and management, members of the Board of Directors and the Corporate Management Committee held free discussions on topics such as corporate value enhancement, share price and PER improvement, and IR/SR activities.
   To deepen the Outside Officers’ understanding of the Company’s businesses and to discuss each division’s long-term growth areas and strategies, as well as the challenges to achieving them, the Corporation also held sessions between Outside Officers and each Division COOs.
   Furthermore, recognizing that dialogue with investors and shareholders is critical to enhancing corporate value, the Corporation prepared for Marubeni IR Day 2025 -The Future We Will Create with the Global crossvalue platform-, the Corporation’s first investor relations day, through prior discussions between Outside Officers and management on the content of the presentations, to ensure that the Corporation’s value-creation story would be clearly communicated to investors and shareholders.
   The Board and management will continue to engage in open and constructive discussions aimed at enhancing medium- to long-term corporate value.
3. Further Clarification of Issues in Board Materials for In-Depth Discussions
   While the Corporation is still in the process of advancing earlier information provision and clearer articulation of key issues in materials for deliberation, in FY2025 it reviewed the format of Directors’ reports on their business execution. These reports were repositioned as opportunities for reporting and discussion by each member of the Corporate Management Committee, Supervisor, and CxO to provide Outside Officers with more comprehensive information on divisional strategies and initiatives.
   The Corporation has also been improving Board materials by, among other things, changing the format so that key issues are summarized in a concise and accessible manner.
   The Corporation will continue to advance initiatives to further clarify the key issues presented in materials for deliberation, as described in “3. Key Issues Identified in FY2025 Board Evaluation and Action Plans,” item (1)

3. Key Issues Identified in FY2025 Board Evaluation and Action Plans

Taking the appointment of the new President and CEO in April 2025 as an opportunity, the Corporation is accelerating its efforts toward value creation while strengthening its relationships with the capital markets. To support this direction from a governance standpoint, the Corporation is moving forward with its transition to a “Company with Three Statutory Committees” governance model and further strengthening the Board’s supervisory function, with the aim of evolving into a monitoring board.
In this new phase for the Corporation’s Board of Directors, the Corporation will further advance the following initiatives in FY2026:

1. Aligning Views on an “Effective Supervisory Function” that Supports Strong Executive Leadership in Both Offense and Defense
   The Corporation aims to strengthen the Board’s supervisory function by establishing and implementing a shared approach to what constitutes an “effective supervisory function.”
   
   Specifically, the Corporation will pursue the following initiatives:

   • Make use of free discussions and other opportunities to align views on the Board’s approach to “supervision” and “monitoring.”
   • In setting the Board agenda, establish a process under the leadership of the Chairman of the Board to incorporate and reflect the views of the Outside Directors.
   • Continue efforts to further clarify key issues in Board materials for deliberation.

   
   
2. Achieving Effective Board Succession Through the Nominating Committee
   The Corporation recognizes that Board succession is critically important for preserving and passing on the effectiveness of its governance, which currently rests on the expertise and extensive experience of individual Directors. Under the newly established statutory Nominating Committee, the Corporation will review and clarify the roles and functions of Outside Directors and the balanced composition of the Board, both of which serve as the foundation for board succession. From a medium- to long-term perspective, the Corporation will advance systematic and steady planning for board succession.

Based on the FY2025 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.