Special Committee Review of Transactions with the Controlling Shareholder
First written in FY2022. 2 of 6 entries say "Restated". Latest entry: 2026-06-17.
7 other companies' latest entry also says "Restated".
- 2026-06-17RestatedGovernance
「With respect to the terms and other conditions of transactions and actions involving ITOCHU Corporation, our parent company and controlling shareholder, we determine them by taking market prices into account and in the same manner as general transaction terms. For material transactions and actions for which market prices cannot be referenced, their appropriateness is ensured by having the Special Committee, composed of independent persons including independent outside directors, deliberate and consider them, followed by approval resolutions at meetings of the Board of Directors attended by outside directors and outside Audit & Supervisory Board members.」
The Company has reaffirmed its measures to protect minority shareholders in transactions with the controlling shareholder, including review by the Special Committee and approval by the Board of Directors. - FY2026Change in the number of special committee meetingsAnnual report
「In fiscal 2025, the special committee held a total of 2 meetings, with all members in attendance, and reviewed the status of transactions and actions involving the controlling shareholder.」
The special committee continued to review transactions and actions involving the controlling shareholder, but the number of meetings fell from 7 in the previous fiscal year to 2. - 2026-05-22AdvancedGeneral Meetings of Shareholders
「In fiscal 2025, the Special Committee met 2 times in total, with all members attending, to review transactions and actions involving the controlling shareholder.」
The Company has disclosed the annual meeting record of the Special Committee, which deliberates transactions and actions involving the controlling shareholder. - FY2024AdvancedAnnual report
「In fiscal 2023, the special committee held a total of 7 meetings, with all members in attendance, and reviewed the status of transactions and actions involving the controlling shareholder.」
The special committee, which deliberates transactions involving conflicts of interest with the controlling shareholder, held 7 meetings in fiscal 2023, up from 1 in the previous fiscal year. - FY2023RestatedAnnual report
「In fiscal 2022, the special committee held a total of 1 meeting, with all members in attendance, and reviewed the status of transactions and actions involving the controlling shareholder.」
The special committee has continued to deliberate and review transactions and actions involving the controlling shareholder. - FY2022First statedAnnual report
「Since 29 October 2021, the company has established a special committee as a new voluntary advisory body to the Board of Directors, comprising independent individuals, including independent outside directors.」
The company established a special committee to deliberate and review material transactions and actions that could give rise to conflicts of interest between the controlling shareholder and minority shareholders. The committee comprises 5 independent directors and held 1 meeting in fiscal 2021.