NISSIN FOODS GROUP

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Corporate Governance

Corporate Governance Structure

For the purpose of further strengthening supervisory functions and promoting swifter decision-making, the NISSIN FOODS HOLDINGS Board of Directors consists of a majority of outside directors. As of March 31, 2018, the Board comprised eight directors, of whom five were outside directors.

To discuss and decide important matters in accordance with laws and regulations, the Articles of Incorporation, and the Board of Directors Regulations, the directors attend periodic regular meetings of the Board of Directors, as well as extraordinary meetings held as necessary. In addition, they monitor the status of business execution by the other directors. The directors also participate in decision-making and supervise the status of business execution by the other directors at periodically held meetings of the Management Committee, consisting of the inside directors, managing executive officers, and fulltime Audit & Supervisory Board members.

As a company with an Audit & Supervisory Board, the Company has a system for monitoring the directors’ execution of duties with three Audit & Supervisory Board members (of which, two Independent Outside Audit & Supervisory Board members). Furthermore, the Company is striving to further enhance corporate governance by assigning several staff specialists to assist with the operations of Audit & Supervisory Board members, enhancing the Internal Auditing Office, which improves the efficiency of audits by cooperating with Audit & Supervisory Board members, and reinforcing the internal control systems, etc.

The Audit & Supervisory Board members comply with the audit standards predetermined by the Audit & Supervisory Board and attend meetings of the Board of Directors and other important meetings in accordance with the audit policy and audit plan for the current fiscal year. They also interview the directors and executive officers concerning the status of execution of duties, examine important approval documents, and perform auditing work such as on-site audits of the head office and important business sites and monitoring and verification of the status of the internal control systems decided by resolution of the Board of Directors.

Board of Directors

Board of Directors 8 people
  • ・Internal Directors; 3 people
  • ・Outside Directors: 2 people
  • ・Independent Outside Directors: 3 people
Audit & Supervisory Board Members 3 people
  • ・Audit & Supervisory Board Members (Internal): 1 person
  • ・Independent Outside Audit & Supervisory Board Members: 2 people

Corporate Governance

Enhancement of Internal Control Systems

The Board of Directors of NISSIN FOODS HOLDINGS is working to develop more appropriate and efficient systems by conducting reviews, as appropriate, to the “Basic Policy on Construction of Internal Control Systems.” The Audit and Supervisory Board members audit the internal control systems related to overall business management, and the Audit and Supervisory Board members and Internal Audit Office conduct operational audits of the business divisions, audit and verify the effectiveness of internal controls, and provide improvement suggestions, guidance, and instructions as necessary.

In addition, at the time of introduction of the Financial Instruments and Exchange Act, we designed and put into operation internal controls pertaining to financial reporting in conformance with the basic framework on internal control indicated in the document “On the Setting of the Standards and Practice Standards for Management Assessment and Audit concerning Internal Control over Financial Reporting (Council Opinions).”

Effective December 6, 2017, NISSIN FOODS HOLDINGS abolished the initiative entitled, Countermeasures to the Large-Scale Acquisition of the Company’s Shares (Takeover Defense Measures). Even after abolition of the takeover defense measures, we will continue to strengthen corporate defense measures, such as manual preparation.

Selection and Remuneration of Directors and Audit & Supervisory Board Members

Candidates for directors are discussed and determined by the Board of Directors following deliberation and verification of their appropriateness by the Management Advisory Committee. Candidates for Audit & Supervisory Board members are discussed and determined by the Board of Directors with the consent of the Audit & Supervisory Board following deliberation and verification of their appropriateness by the Management Advisory Committee.

Remuneration for directors consists of the “basic remuneration” paid according to position and role importance, etc. of the director and the “remuneration-type stock options” for the purpose of increasing motivation and incentives toward the contribution to sustained improvement of business performance and enhancement of corporate value over the medium- to long-term within the scope of the total amount resolved by the General Meeting of Shareholders. However, in view of the nature of the duties, the remuneration for outside directors is not linked to business performance and consists only of “basic remuneration” paid according to the position. The procedures for the above are decided by the Board of Directors after the appropriateness of said procedures is deliberated and verified by the Management Advisory Committee, the majority of which are Independent outside directors and Independent Outside Audit & Supervisory Board members.

Furthermore, although remuneration for Audit & Supervisory Board members is determined through discussions with the Audit & Supervisory Board members within the scope of the total amount resolved by the General Meeting of Shareholders, in view of the nature of auditing service, remuneration for Audit & Supervisory Board member is not linked to business performance and consists only of “basic remuneration” paid according to the position.

Risk Management

In accordance with the NISSIN FOODS Group Risk Management Regulations, the Risk Management Committee ascertains the status of management of various risks facing the Group and strives to avoid damage to corporate value.

The Group has positioned risks related to product accidents, business continuity planning (BCP), compliance, and information security as high-priority risks and is strengthening measures to counter these risks.

BCP System

To fulfill its social responsibilities as a food products company, the NISSIN FOODS Group is establishing a system for maintaining product supply even after the occurrence of a major earthquake or other emergency. In December 2016, NISSIN FOODS HOLDINGS and NISSIN FOOD PRODUCTS strengthened business continuity planning by instituting the Regulations for BCP (Business Continuity Plan). In this way, we are establishing a system for rapidly gathering information on the safety of employees and the status of damage to plants and other business sites and swiftly and appropriately making decisions related to business continuity.

In fiscal 2018, we conducted a BCP initial response drill at the Tokyo head office.

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