This document is an unofficial translation of the Notice of the 100th 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.
Stock Code: 8001
May 31, 2024
To Those Shareholders with Voting Rights
Masahiro Okafuji
Chairman & Chief Executive Officer
ITOCHU Corporation
1-3, Umeda 3-chome,Kita-ku, Osaka
NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 100th Ordinary General Meeting of Shareholders of ITOCHU Corporation to be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet. Please read the REFERENCE DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS and exercise your voting rights so that it will reach us by 5 p.m., Thursday, June 20, 2024.
- Date:10 a.m., Friday, June 21, 2024 (Reception commences at 9 a.m.)
- Place:The Hō Banquet Hall (2F), Hotel New Otani Osaka
4-1, Shiromi 1-chome,Chuo-ku, Osaka
3. Objectives of the Meeting:
Reports: | 1. The Business Report, the Consolidated Financial Statements and the report of the |
audit of the Consolidated Financial Statements by the Independent Auditor and | |
Audit & Supervisory Board for the 100th Fiscal Term (from April 1, 2023 to | |
March 31, 2024) will be reported at the meeting. | |
2. The Non-Consolidated Financial Statements for the 100th Fiscal Term (from April | |
1, 2023 to March 31, 2024) will be reported at the meeting. | |
Agenda: | Proposal No. 1: Appropriation of Surplus |
Proposal No. 2: Election of Eleven (11) Directors | |
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member | |
Proposal No. 4: Introduction of a New Performance-Linked Stock Remuneration Plan for | |
Directors, etc. |
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- When convening this General Meeting of Shareholders, ITOCHU Corporation takes measures for providing information that constitutes the content of REFERENCE DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS, etc. (items subject to measures for electronic provision) in electronic format, and posts this information on ITOCHU Corporation's website. Please access the website by using the Internet address shown below to review the information.
ITOCHU Corporation's website: https://www.itochu.co.jp/en/ir/shareholder/general_meeting/index.html
In addition to posting items subject to measures for electronic provision on ITOCHU Corporation's website, we also post this information on the Tokyo Stock Exchange website shown below.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the above website, enter or search for the name (ITOCHU Corporation) or securities code (8001), select "Basic information" followed by "Documents for public inspection/PR information," and click "Click here for access" under "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" to review the information. - Other matters relating to ordinary general meetings of shareholders
- In the event that a shareholder provides no indication of approval or disapproval with regard to the proposals, the shareholder shall be considered to have expressed approval, which shall be handled accordingly.
- In the event that a vote is exercised in duplicate in writing and via the Internet, or more than one vote is exercised electronically, the latest vote shall be effective.
- For those attending, please present the Exercise Voting Rights Form at the reception desk on arrival at the meeting. Please take note that persons other than shareholders who may exercise voting rights, such as proxy agents who are not shareholders themselves, or those accompanying shareholders, will not be permitted to enter the meeting venue.
- Shareholders who request the delivery of materials in paper-based will receive paper documents containing the items subject to measures for electronic provision. Pursuant to the provisions of applicable laws and regulations as well as ITOCHU Corporation's Articles of Incorporation, these documents do not include the Notes to Consolidated Financial Statements and the Notes to Non- Consolidated Financial Statements as well as the Consolidated Statements of Cash Flows and Business Segment Information which are provided as reference materials. The Audit & Supervisory Board and the Independent Auditor have audited the documents subject to audit, which include the Notes to Consolidated Financial Statements and the Notes to Non-Consolidated Financial Statements.
- If circumstances are generated whereby revisions should be made to the items subject to measures for electronic provision, such notification, along with the items before and after revision, shall be published on ITOCHU Corporation's website (https://www.itochu.co.jp/en/ir/shareholder/general_meeting/index.html) and the Tokyo Stock Exchange website (https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do).
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REFERENCE DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS
Proposals and references
Proposal No. 1: Appropriation of Surplus
ITOCHU Corporation has the following intention with regard to Appropriation of Surplus.
Term-end Dividends
Our policy seeks the enhancement of shareholder returns through a focus on enhancing consistent dividends on a real-amount basis. For the FYE 2024 shareholder dividend, we plan to pay ¥160 per share (including an interim dividend of ¥80), which is the record high in ITOCHU Corporation, and propose to pay a term-end dividend of ¥80 for the current term.
- Type of the dividend assets: Cash
-
Allocation of dividend assets to be paid to shareholders and total dividend amount: ¥80 per share of common stock
Total: ¥115,224,121,600 - Date on which the appropriation of surplus goes into effect: June 24, 2024
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Proposal No. 2: Election of Eleven (11) Directors
The terms of office of the following ten (10) Directors will expire at the end of this Ordinary General Meeting of Shareholders: Masahiro Okafuji, Keita Ishii, Fumihiko Kobayashi, Tsuyoshi Hachimura, Hiroyuki Tsubai, Hiroyuki Naka, Masatoshi Kawana, Makiko Nakamori, Kunio Ishizuka and Akiko Ito. Accordingly, we hereby propose the election of eleven (11) Directors, increasing the number of Directors by one (1) to further enhance the management system. The candidates are as follows:
Of the eleven (11) candidates, four (4) are candidates for Outside Directors.
(For independence criteria for Outside Directors of ITOCHU Corporation, please refer to pages 20 to 21.)
Number of | Governance, | ||||||||||||
Current position and | Attendance | Number | |||||||||||
Nomination | Women's | ||||||||||||
at Meetings | |||||||||||||
No. | Name | responsibility in | of years | and | Advancement | ||||||||
of the | |||||||||||||
ITOCHU Corporation | in office | Remuneration | Committee | ||||||||||
Board of | |||||||||||||
Committee | |||||||||||||
Directors | |||||||||||||
* | Member of the Board, | 17/17 | |||||||||||
1 | Chairman & Chief Executive | 20 years | ○ | - | |||||||||
Masahiro | Reelection | ||||||||||||
(100%) | |||||||||||||
Okafuji | Officer | ||||||||||||
* | Member of the Board, | 17/17 | ○ | - | |||||||||
2 | Keita | Reelection | President & Chief Operating | 3 years | |||||||||
(100%) | |||||||||||||
Ishii | Officer | ||||||||||||
* | Member of the Board, | 17/17 | |||||||||||
3 | Executive Vice President | 9 years | ○ | ○ | |||||||||
Fumihiko | Reelection | ||||||||||||
(100%) | |||||||||||||
Chief Administrative Officer | |||||||||||||
Kobayashi | |||||||||||||
* | Member of the Board, | 17/17 | |||||||||||
4 | Executive Vice President | 9 years | - | - | |||||||||
Tsuyoshi | Reelection | ||||||||||||
(100%) | |||||||||||||
Chief Financial Officer | |||||||||||||
Hachimura | |||||||||||||
* | Member of the Board, | ||||||||||||
Executive Vice President | 17/17 | ||||||||||||
5 | 2 years | - | - | ||||||||||
Hiroyuki | Reelection | ||||||||||||
President, Machinery | (100%) | ||||||||||||
Tsubai | |||||||||||||
Company | |||||||||||||
6 | * | Executive Officer | - | - | - | - | |||||||
New election | |||||||||||||
Kenji Seto | Chief Strategy Officer | ||||||||||||
Member of the Board, | |||||||||||||
* | Executive Officer | ||||||||||||
Chief Transformation | 17/17 | ||||||||||||
7 | 2 years | - | - | ||||||||||
Hiroyuki | Reelection | ||||||||||||
Officer; | (100%) | ||||||||||||
Naka | |||||||||||||
General Manager, Group | |||||||||||||
CEO Office | |||||||||||||
Masatoshi | Reelection | 17/17 | |||||||||||
8 | Member of the Board | 6 years | ○ | - | |||||||||
Outside | |||||||||||||
Kawana | (100%) | ||||||||||||
Independent | |||||||||||||
Makiko | Reelection | 17/17 | |||||||||||
9 | Member of the Board | 5 years | ○ | ◎ | |||||||||
Outside | |||||||||||||
Nakamori | (100%) | ||||||||||||
Independent | |||||||||||||
Kunio | Reelection | 17/17 | |||||||||||
10 | Member of the Board | 3 years | ◎ | - | |||||||||
Outside | |||||||||||||
Ishizuka | (100%) | ||||||||||||
Independent | |||||||||||||
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Number of | Governance, | ||||||||||||
Current position and | Attendance | Number | |||||||||||
Nomination | Women's | ||||||||||||
at Meetings | |||||||||||||
No. | Name | responsibility in | of years | and | Advancement | ||||||||
of the | |||||||||||||
ITOCHU Corporation | in office | Remuneration | Committee | ||||||||||
Board of | |||||||||||||
Committee | |||||||||||||
Directors | |||||||||||||
13/13 | |||||||||||||
Reelection | (100%) | ||||||||||||
11 | Akiko Ito | Member of the Board | 1 year | ○ | - | ||||||||
Outside | |||||||||||||
(since | |||||||||||||
Independent | |||||||||||||
election) | |||||||||||||
◎: Chair | |||||||||||||
○: Member |
Notes: 1. "*" indicates persons to be elected as representative directors at the Board of Directors meeting held after the conclusion of this Ordinary General Meeting of Shareholders in the event that this proposal is approved.
- The number of years in office as a director is counted at the end of this Ordinary General Meeting of Shareholders.
- This list shows the members of the voluntary advisory committees if Proposal No. 2 and No. 3 are approved at this Ordinary General Meeting of Shareholders.
Policy and Process for Nominating 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 Corporation's Board of Directors consists of, in principle, the Chairman, President, officers in charge of overseeing head office functions, one appropriate Division Company President as an (internal) director, and several Outside Directors so that the percentage of Outside Directors in the Board of Directors is one-third or more to improve the supervisory function of the Board of Directors. When nominating Outside Director candidates, ITOCHU Corporation prioritizes candidates with higher independence, based on the criteria for "independent directors" prescribed by the Tokyo Stock Exchange, Inc. and ITOCHU Corporation'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 Corporation. The proposal for candidates for Directors is created by the Chairman by taking into consideration diversity such as knowledge, experience, gender and internationality (race, ethnicity, nationality, etc.), and submitted to the Governance, Nomination and Remuneration Committee for further deliberation before the Board of Directors finally nominates the candidates for election at the General Meeting of Shareholders.
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No. | Name | Brief personal history | ||||
(Important concurrent occupations or positions) | ||||||
April | 1974 Joined ITOCHU Corporation | |||||
June | 2002 Executive Officer | |||||
Masahiro Okafuji | April | 2004 Managing Executive Officer | ||||
(December 12, | June | 2004 Member of the Board, Managing Executive Officer | ||||
1949) | April | 2006 Member of the Board, Senior Managing Director | ||||
Number of | April | 2009 Member of the Board, Executive Vice President | ||||
April | 2010 Member of the Board, President & Chief Executive Officer | |||||
Attendance at | ||||||
Meetings of the | April | 2018 Member of the Board, Chairman & Chief Executive Officer (current | ||||
Board of Directors: | position) | |||||
17/17 (100%) | (Important concurrent occupations or positions) | |||||
1 | ||||||
Number of | Outside Director, NISSIN FOODS HOLDINGS CO., LTD. | |||||
Reelection | ITOCHU | Reason for the nomination of the candidate for director | ||||
Corporation's shares | ||||||
held | Since joining ITOCHU Corporation, Mr. Masahiro Okafuji primarily engaged in textile- | |||||
related business including brand marketing business. After serving in key positions | ||||||
(of which, number of | ||||||
shares to be | including President of the Textile Company, he assumed the position of President & | |||||
provided under the | Chief Executive Officer in April 2010. Since then, he has thoroughly pursued | |||||
stock remuneration | outstanding commitment-based management and a hands-on approach and has | |||||
plan): | significantly increased corporate value through excellent management skills and | |||||
389,828 shares | leadership. He assumed the position of Chairman & Chief Executive Officer in April | |||||
(217,833 shares) | 2018. As he possesses a track record as the top executive of ITOCHU Corporation and | |||||
outstanding knowledge of general trading company management overall and global | ||||||
operational management, we propose him as a candidate for director. | ||||||
Keita Ishii | April | 1983 Joined ITOCHU Corporation | ||||
April | 2014 | Executive Officer | ||||
(October 23, 1960) | ||||||
April | 2017 Managing Executive Officer | |||||
Number of | April | 2020 Senior Managing Executive Officer | ||||
Attendance at | April | 2021 | President & Chief Operating Officer (current position) | |||
Meetings of the | June | 2021 | Member of the Board, President (current position) | |||
Board of Directors: | ||||||
17/17 (100%) | ||||||
2 | Number of | Reason for the nomination of the candidate for director | ||||
Since joining ITOCHU Corporation, Mr. Keita Ishii primarily engaged in chemicals- | ||||||
ITOCHU | ||||||
Reelection | ||||||
related business, and after he served as Chief Officer for Indo-China and Chief Operating | ||||||
Corporation's shares | ||||||
held | Officer of Chemicals Division, as President of Energy & Chemicals Company since | |||||
(of which, number of | April 2018, he had worked to build a revenue base for our energy and chemicals | |||||
shares to be | businesses, enter the electric power sales market, and establish strategies for next- | |||||
provided under the | generation electric power businesses, such as the storage battery business. He assumed | |||||
stock remuneration | the position of President & Chief Operating Officer in April 2021. As he possesses | |||||
plan): | abundant work experience in ITOCHU Corporation and outstanding knowledge of | |||||
178,063 shares | ||||||
general trading company management overall and global operational management, we | ||||||
(111,060 shares) | ||||||
propose him as a candidate for director. | ||||||
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No. | Name | Brief personal history | |||||
(Important concurrent occupations or positions) | |||||||
April | 1980 | Joined ITOCHU Corporation | |||||
April | 2010 | Executive Officer | |||||
Fumihiko | April | 2013 | Managing Executive Officer | ||||
Kobayashi | April | 2015 | Chief Administrative Officer | ||||
(June 21, 1957) | June | 2015 | Member of the Board, Managing Executive Officer | ||||
Number of | |||||||
April | 2017 | Member of the Board, Senior Managing Executive Officer | |||||
Attendance at | |||||||
April | 2018 | Chief Administrative & Information Officer | |||||
Meetings of the | |||||||
Board of Directors: | April | 2019 | Chief Administrative Officer (current position) | ||||
17/17 (100%) | April | 2021 | Member of the Board, Executive Vice President (current position) | ||||
3 | Number of | Reason for the nomination of the candidate for director | |||||
ITOCHU | |||||||
Reelection | Since joining ITOCHU Corporation, Mr. Fumihiko Kobayashi primarily engaged in | ||||||
Corporation's shares | |||||||
held | human | resources-related operations and served as General Manager of Human | |||||
Resources & General Affairs Division. Since April 2015, he has implemented unique | |||||||
(of which, number of | |||||||
shares to be | work style reforms, health management of ITOCHU Corporation, and other areas as | ||||||
provided under the | Chief Administrative Officer. Furthermore, as the chief officer for compliance, he has | ||||||
stock remuneration | overseen the construction and operation of legal affairs and compliance systems, has | ||||||
plan): | strengthened sustainability management, and has demonstrated excellent management | ||||||
181,637 shares | skills. Since April 2020, he has been responsible for expanding ITOCHU's corporate | ||||||
(95,957 shares) | brand. As he possesses abundant work experience in ITOCHU Corporation and | ||||||
outstanding knowledge of general trading company management overall and global | |||||||
operational management, we propose him as a candidate for director. | |||||||
October | 1991 | Joined ITOCHU Corporation | |||||
Tsuyoshi | April | 2012 | Executive Officer | ||||
Hachimura | April | 2015 | Managing Executive Officer | ||||
(July 6, 1957) | Chief Financial Officer (current position) | ||||||
Number of | June | 2015 | Member of the Board, Managing Executive Officer | ||||
April | 2018 | Member of the Board, Senior Managing Executive Officer | |||||
Attendance at | |||||||
April | 2021 | Member of the Board, Executive Vice President (current position) | |||||
Meetings of the | |||||||
Board of Directors: | Reason for the nomination of the candidate for director | ||||||
17/17 (100%) | |||||||
4 | Since joining ITOCHU Corporation, Mr. Tsuyoshi Hachimura primarily engaged in | ||||||
Number of | metals-related business, demonstrating excellent management skills while serving as | ||||||
Reelection | |||||||
ITOCHU | Chief Executive Officer of ITOCHU Minerals & Energy of Australia Pty Ltd. (IMEA), | ||||||
Corporation's shares | an ITOCHU group company in Australia. He also served as CAO of ITOCHU | ||||||
held | International Inc. and as General Manager of the Finance Division of ITOCHU | ||||||
(of which, number of | |||||||
Corporation. Since April 2015, he has worked for the improvement and operation of | |||||||
shares to be | financial strategy, managerial administration, risk management, and internal control as | ||||||
provided under the | |||||||
stock remuneration | Chief Financial Officer. He has further served for many years as the chair of key | ||||||
plan): | committees within ITOCHU Corporation. As he possesses abundant work experience in | ||||||
184,124 shares | ITOCHU Corporation and outstanding knowledge of general trading company | ||||||
(93,224 shares) | management overall and global operational management, we propose him as a candidate | ||||||
for director. |
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No. | Name | Brief personal history | |||||
(Important concurrent occupations or positions) | |||||||
April | 1982 | Joined ITOCHU Corporation | |||||
Hiroyuki Tsubai | April | 2014 | Executive Officer | ||||
April | 2016 | Managing Executive Officer | |||||
(March 28, 1960) | |||||||
April | 2019 | President, Machinery Company (current position) | |||||
Number of | April | 2022 | Senior Managing Executive Officer | ||||
Attendance at | June | 2022 | Member of the Board, Senior Managing Executive Officer | ||||
Meetings of the | |||||||
April | 2023 | Member of the Board, Executive Vice President (current position) | |||||
Board of Directors: | |||||||
17/17 (100%) | Reason for the nomination of the candidate for director | ||||||
5 | Number of | Since joining ITOCHU Corporation, Mr. Hiroyuki Tsubai primarily engaged in | |||||
ITOCHU | machinery-related business, serving in positions including General Manager of Plant & | ||||||
Reelection | |||||||
Corporation's shares | Project Department No. 1, General Manager of Plant & Project Department No. 2, CEO | ||||||
held | for the Middle East, CEO for Africa Bloc, and CEO for Europe Bloc. After serving in | ||||||
(of which, number of | key positions in the machinery sector and as top senior manager at overseas business | ||||||
shares to be | sites, since April 2019, as President of Machinery Company, he has demonstrated | ||||||
provided under the | excellent | management skills, including overseeing the management and | business | ||||
stock remuneration | activities | of ITOCHU Corporation's machinery sector overall and new | business | ||||
plan): | cultivation and business improvements. As he possesses abundant work experience in | ||||||
89,228 shares | |||||||
ITOCHU Corporation and outstanding knowledge of general trading company | |||||||
(47,973 shares) | |||||||
management overall and global operational management, we propose him as a candidate | |||||||
for director. | |||||||
April | 1987 | Joined ITOCHU Corporation | |||||
April | 2013 | General Manager, Coal Department | |||||
April | 2017 | Chief Operating Officer, Mineral Resources Division | |||||
April | 2018 | Executive Officer (current position) | |||||
Kenji Seto | April | 2019 | President, Metals & Minerals Company | ||||
Chief Operating Officer, Metal & Mineral Resources Division | |||||||
(September 27, | April | 2020 | President, Metals & Minerals Company | ||||
1964) | |||||||
April | 2024 | Chief Strategy Officer (current position) | |||||
Number of | Reason for the nomination of the candidate for director | ||||||
ITOCHU | |||||||
Since joining ITOCHU Corporation, Mr. Kenji Seto primarily engaged in metals-related | |||||||
6 | Corporation's shares | ||||||
held | business, serving in positions including General Manager at ITOCHU AUSTRALIA | ||||||
New election | (of which, number of | LTD. Brisbane Office, General Manager of Coal Department, General Manager of | |||||
shares to be | Planning & Administration Department of Metals & Minerals Company, and Chief | ||||||
provided under the | Operating Officer of Mineral Resources Division, and as President of the Metals & | ||||||
stock remuneration | Minerals Company since April 2019, he has been responsible for expanding ITOCHU | ||||||
plan): | Corporation's metal and mineral resource interests that are essential for the transition to | ||||||
75,737 shares | a decarbonized society and for achieving a stable supply of metal and mineral resources, | ||||||
(39,487 shares) | |||||||
as well as demonstrating excellent management skills in all aspects of decarbonization- | |||||||
related businesses. Since April 2024, as Chief Strategy Officer, he has been promoting | |||||||
management reforms and strengthening governance systems. As he possesses abundant | |||||||
work experience in ITOCHU Corporation and outstanding knowledge of general trading | |||||||
company management overall and global operational management, we propose him as | |||||||
a candidate for director. |
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No. | Name | Brief personal history | ||||
(Important concurrent occupations or positions) | ||||||
April | 1987 Joined ITOCHU Corporation | |||||
Hiroyuki Naka | April | 2019 | Executive Officer | |||
April | 2022 | Chief Strategy Officer | ||||
(January 14, 1964) | ||||||
June | 2022 | Member of the Board, Executive Officer (current position) | ||||
Number of | April | 2023 | Chief Strategy Officer | |||
Attendance at | General Manager, Group CEO Office (current position) | |||||
Meetings of the | April | 2024 | Chief Transformation Officer (current position) | |||
Board of Directors: | ||||||
17/17 (100%) | Reason for the nomination of the candidate for director | |||||
7 | Number of | Since joining ITOCHU Corporation, Mr. Hiroyuki Naka primarily engaged in textile- | ||||
related business. After serving as Deputy Chief Operating Officer of Food Products | ||||||
ITOCHU | ||||||
Reelection | ||||||
Marketing & Distribution Division and General Manager of Corporate Planning & | ||||||
Corporation's shares | ||||||
held | Administration Division, and Chief Digital & Information Officer, he contributed to | |||||
(of which, number of | ITOCHU Corporation's management reforms and stronger governance as Chief Strategy | |||||
shares to be | Officer since April 2022. He assumed the office of Chief Transformation Officer in April | |||||
provided under the | 2024, and is responsible for promoting the transformation of the business scope and | |||||
stock remuneration | format of the entire ITOCHU Group, as well as overseeing the ITOCHU Corporation's | |||||
plan): | digitalization strategy and overseas policies. As he possesses abundant work experience | |||||
42,830 shares | ||||||
in ITOCHU | Corporation and outstanding knowledge of general trading company | |||||
(20,901 shares) | ||||||
management overall and global operational management, we propose him as a candidate | ||||||
for director. |
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No. | Name | Brief personal history | |||||||||
(Important concurrent occupations or positions) | |||||||||||
May | 1978 | Joined the Department of Cardiology, Tokyo Women's Medical | |||||||||
University | |||||||||||
September | 1991 | Research fellow at Massachusetts General Hospital, | |||||||||
Harvard Medical School | |||||||||||
December | 1991 | Research fellow at Vanderbilt University School of Medicine | |||||||||
March | 2004 | Professor of Cardiology, Tokyo Women's Medical University | |||||||||
April | 2005 | President of Aoyama Hospital, Tokyo Women's Medical University | |||||||||
April | 2014 | Vice-president of Tokyo Women's Medical University Hospital | |||||||||
November | 2014 | Professor of Department of the General Medicine, Tokyo Women's | |||||||||
Medical University Hospital | |||||||||||
June | 2018 | Outside Member of the Board of ITOCHU Corporation (current | |||||||||
position) | |||||||||||
Masatoshi | February | 2019 | Visiting Professor of Graduate School of Advanced Science and | ||||||||
Engineering, Waseda University | |||||||||||
Kawana | |||||||||||
April | 2019 | Professor Emeritus of Tokyo Women's Medical University (current | |||||||||
(November 27, | |||||||||||
1953) | position) | ||||||||||
Specially Appointed Professor of Tokyo Women's Medical | |||||||||||
8 | Number of | University | |||||||||
Attendance at | December | 2019 | Outside Director of MedPeer, Inc. (current position) | ||||||||
Reelection | Meetings of the | (Important concurrent occupations or positions) | |||||||||
Board of Directors: | |||||||||||
Outside | |||||||||||
Outside Director of MedPeer, Inc. | |||||||||||
17/17 (100%) | |||||||||||
Independent | |||||||||||
Number of | Reason for the nomination of the candidate for outside director and summary of his | ||||||||||
expected role | |||||||||||
ITOCHU | |||||||||||
Mr. Masatoshi Kawana is nominated as a candidate for reelection as an outside director | |||||||||||
Corporation's shares | |||||||||||
held: | because he | has extensive knowledge of medical care and experience in hospital | |||||||||
11,200 shares | management as the President of Aoyama Hospital, Tokyo Women's Medical University | ||||||||||
as well as the Vice-president of Tokyo Women's Medical University Hospital. We expect | |||||||||||
that he will continue using his knowledge to supervise the performance of the directors | |||||||||||
from a professional perspective, especially in relation to health management. If he is | |||||||||||
reelected, he is expected to be involved in the determination of the executive | |||||||||||
remuneration and nominations from an objective and neutral standpoint as a member of | |||||||||||
the Governance, Nomination and Remuneration Committee. | |||||||||||
Special notes concerning the candidate for outside director | |||||||||||
Mr. Masatoshi Kawana is currently an outside director of ITOCHU Corporation, and at | |||||||||||
the conclusion of this Ordinary General Meeting of Shareholders, he will have served in | |||||||||||
that capacity for six (6) years. He fulfills the criteria for independent directors prescribed | |||||||||||
by Tokyo Stock Exchange, Inc. and ITOCHU Corporation's "Independence Criteria for | |||||||||||
Outside Directors and Outside Audit & Supervisory Board Members" and is registered | |||||||||||
as an independent director at Tokyo Stock Exchange, Inc. |
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Itochu Corporation published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 07:40:03 UTC.