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Governance8002Marubeni CorporationTrading & Wholesale

Corporate Governance Report 2026/06/19

Following approval at the Annual General Meeting of Shareholders held on 19 June 2026, the company changed from a company with an Audit & Supervisory Board to a company with three committees. Of the 15 directors, 10 are outside directors, and the company has established the statutory Nomination, Audit and Compensation Committees.

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Governance structure

Company with three committees (changed from a company with an Audit & Supervisory Board effective 19 June 2026)
Controlling shareholder
No controlling shareholder

When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.

Number of directors15, including 10 Outside Directors
Number of independent officers10Number

This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.

Committee3
Nomination CommitteeAudit Committee and Compensation Committee. A majority of the members of each committee are independent outside directorsand each committee is chaired by an independent outside director.
Policy on cross-shareholdings

Each year, individual holdings are reviewed from both quantitative and qualitative perspectives, and shares are generally sold when no rationale for holding them is identified. During fiscal 2025, the number of holdings other than unlisted shares decreased by 4 issues. As of the end of March 2026, the company held 38 issues, with a total balance sheet carrying amount of ¥137,120 million.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Not adopted

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

Upon approval at the 102nd Annual General Meeting of Shareholders held on 19 June 2026, the company changed from a company with an Audit & Supervisory Board to a company with three committees. Descriptions concerning the Audit & Supervisory Board and Audit & Supervisory Board members have been retained as initiatives undertaken before the transition, and following the transition are read as referring to the Audit Committee and directors serving as Audit Committee members, respectively.

Governance structure
ItemDetails
Corporate Governance StructureCompany with three committees (changed from a company with an Audit & Supervisory Board effective 19 June 2026)
Number of directors15, including 10 Outside Directors
Number of independent officers10 (all 10 outside directors meet the independence criteria)
CommitteeNomination Committee, Audit Committee and Compensation Committee. A majority of the members of each committee are independent outside directors, and each committee is chaired by an independent outside director.
Policy on cross-shareholdingsEach year, individual holdings are reviewed from both quantitative and qualitative perspectives, and shares are generally sold when no rationale for holding them is identified. During fiscal 2025, the number of holdings other than unlisted shares decreased by 4 issues. As of the end of March 2026, the company held 38 issues, with a total balance sheet carrying amount of ¥137,120 million.
Takeover defensesNot adopted
Controlling shareholderNo controlling shareholder
Changes this timeUpon approval at the 102nd Annual General Meeting of Shareholders held on 19 June 2026, the company changed from a company with an Audit & Supervisory Board to a company with three committees. Descriptions concerning the Audit & Supervisory Board and Audit & Supervisory Board members have been retained as initiatives undertaken before the transition, and following the transition are read as referring to the Audit Committee and directors serving as Audit Committee members, respectively.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To establish a corporate governance structure with greater objectivity and transparency from the perspective of stakeholders, including shareholders and investors.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Corporate Governance Report 2026/06/19 | Marubeni Corporation (8002) timely disclosure | Komori