This document is an unofficial translation of the Notice of the 101st Ordinary General Meeting of Shareholders and is provided for your convenience only, without any warranty as to its accuracy or as to the completeness of the information. The Japanese original version of the document is the sole official version.
Business Report
Status of Independent Auditor… 1
Overview of the Basic Policy Regarding Internal Control
Systems and the Operational Status Thereof…………………
Consolidated Financial Statements
Consolidated Statement of Changes in Equity……………… (Reference) Consolidated Statement of Cash Flows………… Notes to Consolidated Financial Statements…………………
Non-Consolidated Financial Statements
Non-Consolidated Statement of Changes in Equity…………
2
7
8
9
39
Notes to Non-Consolidated Financial Statements 41
The items of this document have been excluded from the paper-based documents to be delivered to shareholders who requested the delivery of documents stating items subject to measures for electronic provision
pursuant to the provisions of laws and regulations and Article 16 of ITOCHU Corporation's Articles of Incorporation.
The Japanese original version of this document (excluding financial statements for reference) is in the scope of the audit by the Corporate Auditors and Independent Auditor in preparing the Audit Reports.
ITOCHU Corporation's website: https://www.itochu.co.jp/en/ir/shareholder/general_meeting/
ITOCHU Corporation Business Report Status of Independent AuditorName of Independent Auditor Deloitte Touche Tohmatsu LLC
Remuneration of the Independent Auditor during the Current Term
1) Amount of remuneration paid by ITOCHU Corporation to the Independent Auditor for audit certification in accordance with
Article 2, Paragraph 1 of the Certified Public Accountants Law.
¥770 million
2) Total amount of remuneration paid by ITOCHU Corporation and its
subsidiaries
¥2,569 million
Notes:1. The audit agreement between the Independent Auditor and ITOCHU Corporation does not separately stipulate audit remunerations based on the Companies Act and the Financial Instruments and Exchange Act. Hence, the remuneration in 1) above includes remunerations for auditing based on the Financial Instruments and Exchange Act and auditing of financial statements in English based on International Financial Reporting Standards (IFRS).
ITOCHU Corporation and its subsidiaries have paid remuneration to the Independent Auditor for services other than those stipulated in Article 2, Paragraph 1 of the Certified Public Accountants Law which include internal control system assessment, and such amount is included in the above 2) total amount of remuneration.
The Audit & Supervisory Board, having checked the audit plans of the Independent Auditor and having reviewed and investigated the status of its performance of duties and quality of audits in past fiscal years, the grounds for calculation of remuneration estimates, and other matters, has given consent to the remuneration for the Independent Auditor in accordance with Article 399, Paragraph 1 of the Companies Act.
Of the major subsidiaries and equity-method associated companies as described in "Notes to Consolidated Financial Statements, Basis of Presenting Consolidated Financial Statements, 2. Scope of Consolidation and Application of Equity Method," Prima Meat Packers, Ltd. and YANASE & CO., LTD. are audited by Ernst & Young ShinNihon LLC, DESCENTE LTD. and FUJI OIL HOLDINGS INC. are audited by KPMG AZSA LLC, DAIKEN CORPORATION is
audited by GYOSEI & CO., and overseas subsidiaries and equity-method associated companies are audited by local auditing firms possessing similar qualifications under the relevant laws and regulations.
Policy Regarding Decisions to Dismiss or Deny Reappointment of Independent Auditor
The Audit & Supervisory Board shall dismiss the Independent Auditor if any of the items of Article 340, Paragraph 1 of the Companies Act applies with respect to the Independent Auditor by unanimous consent of the Audit & Supervisory Board. In this case, an Audit & Supervisory Board Member selected by the Audit & Supervisory Board will report on the reason for the dismissal of the Independent Auditor at the first General Meeting of Shareholders held after the Independent Auditor's dismissal.
In addition, if the Audit & Supervisory Board determines that the dismissal or denial of reappointment of the Independent Auditor is appropriate as a result of comprehensively considering the results of the evaluation based on the evaluation criteria established by the Audit & Supervisory Board, including the quality control of the Independent Auditor and its independence from ITOCHU Corporation, and other matters to be considered, the Audit & Supervisory Board shall determine the content of the proposal to be submitted to the General Meeting of Shareholders for dismissal or denial of reappointment of the Independent Auditor and appointment of a new Independent Auditor.
Overview of the Basic Policy Regarding Internal Control Systems and the Operational Status ThereofOutline of Basic Policy Regarding the Internal Control System
ITOCHU Corporation has established the following internal control systems, which are necessary to ensure that directors' implementation of duties is in compliance with laws and statutory regulations and Articles of Incorporation and ensure the appropriateness of other operations. Below is a summary of the Basic Policy regarding the Internal Control System, which the Board of Directors approved on April 19, 2006. (Recent revisions have been made, dated May 8, 2024.)
System to Ensure Compliance by Directors and Employees to Laws, Regulations and the Articles of Incorporation
[Corporate Governance]
As the decision-making body, the Board of Directors, consisting of Directors and Outside Directors, is to decide important matters in accordance with laws and regulations, the Articles of Incorporation, the "Board of Directors Regulations," and other internal regulations, and as the supervisory body, the Board of Directors is to supervise the performance of the directors.
Each director is to carry out such director's functions and duties as designated by the Board of Directors in accordance with laws and regulations, the Articles of Incorporation, resolutions by the Board of Directors, and internal regulations.
ITOCHU Corporation is to adopt the Executive Officer System to strengthen the decision-making function and supervisory functions of the Board of Directors, and to streamline executive decision-making. Based on the approval of the Board of Directors, Executive Officers implement their designated duties based on delegation from the Board of Directors and representative directors.
The Audit & Supervisory Board Members are to oversee the performance of the directors based on the "Audit & Supervisory Board Regulations" and "Auditors' Auditing Standards."
[Compliance]
Directors and other officers and employees are to conduct themselves in accordance with the ITOCHU Group Corporate Mission and the ITOCHU Group Guideline of Conduct.
ITOCHU Corporation is to designate a representative director as the chief officer responsible for supervising compliance and also establish the Compliance Committee and a department that oversees all compliance matters. In addition, the "ITOCHU Group Compliance Program" is to be created to further enhance our compliance system.
[Internal Control to Ensure Reliability of Financial Reporting]
ITOCHU Corporation is to have in place internal regulations concerning commercial transactions management and accounting, and is to create the position of CFO (Chief Financial Officer) to ensure the reliability of financial reporting.
ITOCHU Corporation is to establish the Disclosure Committee and regularly review and improve the development and implementation status of the internal control systems to ensure the reliability of financial reporting.
[Internal Audits]
ITOCHU Corporation is to establish the Internal Audit Division under the direct control of the President & Chief Operating Officer. The Internal Audit Division is to regularly implement internal audits of all aspects of business operations based on the "Audit Regulations." Such internal audits are to examine compliance with laws and regulations, the Articles of Incorporation, and internal regulations, as well as, among other matters, the appropriateness of the procedures and nature of the exercise of duties and responsibilities.
System for the Storage and Preservation of Information Related to Director Duties
The directors are to appropriately store and preserve important documents and related materials concerning the performance of their duties, including the minutes of the General Meeting of Shareholders, in accordance with the "Information Management Regulations," the "Document Management Rules" and other internal regulations. All documents and information so stored and preserved are to be subject to inspection by the directors and auditors at any time. Further, ITOCHU Corporation will establish departments responsible for the timely disclosure of important corporate information and other information. At the same time, directors will rapidly and comprehensively gather information that requires disclosure and implement timely and appropriate disclosure in compliance with laws and statutory regulations.
Regulations Concerning the Management of the Risk of Loss and Other Relevant Risk Management System
To adequately address the various risks associated with our business operations, such as market risk, credit risk, country risk, investment risk, and environmental/social risks, ITOCHU Corporation is to establish internal committees and responsible departments, and is to develop the necessary risk management system and risk management techniques, for example establishing a full range of management regulations, investment criteria, risk limits and transaction limits, and developing reporting and monitoring systems, and managing company-wide as well as matter-specific risks. Furthermore, ITOCHU Corporation is to regularly review the effectiveness of the risk management system.
System to Ensure Efficient Performance of Directors [The HMC and Other Internal Committees]
The HMC (Headquarters Management Committee) as a supporting body to the President & Chief Operating Officer, and a number of other internal committees, are to facilitate the proper and agile decision-making by the President & Chief Operating Officer and the Board of Directors.
[Division Company System]
Under the Division Company System, the position of Division Company president is to be created at each Company, and each Company is to manage its business autonomously in accordance with laws and regulations, the Articles of Incorporation, and internal regulations. Furthermore, each Company is to establish its own numerical targets, and regularly evaluate its performance by comparing against such numerical targets.
[Clearly Define the Scope of Authority and Responsibilities]
In order to ensure the appropriateness and efficiency of the performance of the management, ITOCHU Corporation is to develop internal regulations to clearly define the scope of authority and responsibilities of each corporate officer and divisional manager.
System to Ensure the Adequacy of Operations of the ITOCHU Group (Consisting of ITOCHU Corporation and Its Subsidiaries)
[Subsidiary Management and Reporting System]
ITOCHU Corporation is to establish a department that oversees all the subsidiaries. Furthermore, relevant departments within ITOCHU Corporation are to exercise jurisdiction over their responsible subsidiaries, and provide managerial guidance to such subsidiaries in accordance with the internal regulations concerning consolidated company management. In principle, ITOCHU Corporation is to send directors and Audit & Supervisory Board Members to each subsidiary to ensure the adequacy of the subsidiary's operations.
With respect to subsidiaries that ITOCHU Corporation owns indirectly through its directly-owned subsidiaries, ITOCHU Corporation is to strive to ensure the adequacy of operations by such indirectly-owned subsidiaries in accordance with this Basic Policy by way of, in principle, causing directly-owned subsidiaries to provide managerial guidance to indirectly-owned subsidiaries.
With respect to important matters on the management of subsidiaries, ITOCHU Corporation is to, in principle, agree and specify with each subsidiary what matters will require the prior approval of or reporting to ITOCHU Corporation, as appropriate, taking into account, among others, each subsidiary's nature and size of business and whether it is listed or unlisted.
[Rules and Other Systems to Manage the Risk of Loss at Subsidiaries]
ITOCHU Corporation is to identify the subsidiaries which shall be subject to our Group-wide risk management in respect of each risk category, taking into account, among others, each subsidiary's nature and size of business and whether it is listed or unlisted. In addition, ITOCHU Corporation is to periodically review the effectiveness of such Group-wide management system.
[System to Ensure the Efficient Performance of Duties by Directors, etc. of Subsidiaries]
ITOCHU Corporation is to formulate a management plan on a consolidated basis and undertake managerial guidance of subsidiaries in order to attain the said management plan as well as to provide support to subsidiaries such as provision of group financing from ITOCHU Corporation.
[System to Ensure Compliance by Directors, etc. and Employees of Subsidiaries to Laws, Regulations and the Articles of Incorporation]
In principle, ITOCHU Corporation is to send directors and Audit & Supervisory Board Members to each subsidiary and strive to ensure that the performance of duties of directors, etc. and employees of a subsidiary complies with laws and regulations, and the Articles of Incorporation of such subsidiary through supervision and audit of the performance of duties at the subsidiary by the said directors and auditors sent from ITOCHU Corporation.
ITOCHU Corporation is to provide guidance to its subsidiaries for the purpose of implementing a compliance system under the "ITOCHU Group Compliance Program" and to perform periodic monitoring and review of the implementation status of the relevant matters as well as providing education and training at subsidiaries whenever necessary for the purpose of securing compliance by the entire ITOCHU Group.
All of the operations and activities of the subsidiaries are to be subject to internal audits by the Internal Audit Division.
Attachments
- Original document
- Permalink
Disclaimer
Itochu Corporation published this content on May 16, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 16, 2025 at 10:13 UTC.
