NISSIN FOODS GROUP

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Basic Concept on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information

1. Basic Concept

While providing safe and worry-free foods, and promoting businesses to maximize benefits to all stakeholders including shareholders, consumers, employees, business partners, local communities, and local residents, the Company recognizes enhanced and strengthened corporate governance as one of the top priorities for management and strives for highly objective and transparent management. To achieve this objective, the Company has already appointed more than one Outside Director and Outside Audit & Supervisory Board Member, and has proactively incorporated the opinions of outside experts in management, thereby endeavoring to invigorate management and make it transparent. In particular with regard to Directors, based on a resolution at the 68th Ordinary General Meeting of Shareholders held on June 28, 2016, we have reduced the number of Internal Directors by six, to three, and increased the number of Outside Directors by one, to five. By making Outside Directors the majority, the Company is further strengthening supervisory functions and promoting swifter decision-making.

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 are Independent Outside Audit & Supervisory Board Members). Furthermore, the Company is striving to further enhance corporate governance by placing several staff specializing in assisting 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 Company changed its trade name from “Nissin Food Products Co., Ltd.” to “NISSIN FOODS HOLDINGS CO., LTD.” on October 1, 2008, and made a transition to the holding company system effective the same date. The Company has structured a system in which the Company becomes a holding company, and instant noodle business, chilled foods business, and frozen foods business are respectively transferred to subsidiaries to be established through an incorporation-type company split to position them at the same level as other subsidiaries. The Company made this transition to the holding company system as we determined it necessary to build management structure to help further boost competitiveness of operating companies in order to lead the NISSIN FOODS Group (the “Group”) to achieve significant growth going forward. We aim to maximize corporate value of the entire Group in accordance with the Medium-Term Business Plan.

Disclosure Based on the Principles of the Japan’s Corporate Governance Code

The Company complies with all of the principles of Japan’s Corporate Governance Code revised in June 2018.

【Principle 1-4】

■ Policy on Reduction of Cross-Shareholdings in Listed Companies
In addition to obtaining dividends and capital gains, from a management strategy viewpoint, the Company holds shares in listed companies as deemed necessary for forming positive relationships with business partners and enhancing corporate value over the medium to long term by promoting smooth operations through efficient and stable transactions, business alliances, etc.
Among these shares, the Company adopts a basic policy of selling shares whose grounds for holding have weakened as soon as practicable.
For each individual issue of shares, the Company comprehensively considers the economic rationality, such as the contribution to business revenue and whether the actual returns exceed the earnings targets based on capital costs, the holding purpose, the status of transactions and other factors. The Board of Directors regularly verifies whether to continue holding the shares and the selling schedule at a meeting held annually in April, and has approved a policy of reducing cross-shareholdings within the next 2–3 years by 20% compared to the shareholdings at the end of the fiscal year ended March 31, 2020. During the fiscal year ended March 31, 2020, the Company sold its shares in two companies.
■ Standards for Exercising the Voting Rights as to Cross-Holdings of Shares
In exercising voting rights of shares in listed companies held, the Company appropriately exercises them by evaluating overall factors including if such exercise contributes to enhancing its corporate value over the medium to long term and if it contributes to common interests of shareholders of the companies to be invested in.

【Principle 1-7】

■ Transactions with Related-Parties
In the event of transactions between a Director and the Company (self-transactions and indirect transactions) or transactions between a principal shareholder (with 10% or higher holding) and the Company, such transactions shall be discussed before their implementation at a meeting of the Board of Directors, and in addition, the Director who carried out said transaction shall be required to report said transaction at a meeting of the Board of Directors without delay after implementing said transaction. The Company has set forth these procedures in the Board of Directors Regulations and other internal company regulations.

【Principle 2-6】

■ Roles of Corporate Pension Funds as Asset Owners
To ensure that beneficiaries continue to receive stable pension benefits in the future, the Group formulated the composition ratio for plan assets, keeping in mind risks and returns. The management status of plan assets is regularly monitored and the composition ratio for plan assets is reviewed as necessary by the Asset Management Committee, which is composed of members including the Company’s finance and accounting department. The plan trustee is comprehensively evaluated and monitored taking into consideration information such as their management performance, management policy, management structure, and management process.

【Principle 3-1 (1)】

■ Corporate Philosophy

The Company embraces “EARTH FOOD CREATOR,” which is built on the spirit of its founder, as the Group Philosophy.
In the EARTH FOOD CREATOR philosophy, the resolve and universal tenet of the Group are clearly stated as “the NISSIN FOODS Group explores various possibilities for food and creates dream-inspiring delicious tastes. We contribute to society and the earth by gratifying people everywhere with pleasures and delights food can provide.”
The spirit of our founder is expressed in the four phrases propounded by the founder Momofuku Ando, “食足世平 Shoku-soku Se-hei,” “食創為世 Shoku-so Isei,” “美健賢食 Bi-ken Ken-shoku,” and “食為聖職 Shoku-i Sei-shoku.” These phrases form the core of the Group and are our enduring founding values.

食足世平 Shoku-soku Se-hei (Peace will come to the world when there is enough food.)Food is the most important pillar supporting human life. The business operations of the Group originated from this basic human principle.
食創為世 Shoku-so Isei (Create foods to serve society)A spirit of creativity is the most important thing of all for a company. The Group creates foods to serve society. We are creating a new food culture and providing people all over the world with happiness and inspiration.
美健賢食 Bi-ken Ken-shoku (Eat wisely for beauty and health)The Group pursues food functionality and advocates a wise diet
食為聖職 Shoku-i Sei-shoku (Food-related jobs are a sacred profession)It is the mission of the Group to provide the world with safe, delicious, healthy food.
■ Corporate Strategies and Business Plans
(1) Medium-term management policy
Based on the four elements that make up the spirit of our founder - “食足世平 Shoku-soku Se-hei,” “食創為世 Shoku-so Isei,” “美健賢食 Bi-ken Ken-shoku,” and “食為聖職 Shoku-i Sei-shoku” - our aim is to become an “EARTH FOOD CREATOR,” as set out in the Group Philosophy, through our commitment to creating food for the world around us. We go about our work in a “Creative” and “Unique” manner every day, and provide enjoyment of food for a “Global” audience, in order to make people all over the world “Happy.” Within the Medium-Term Business Plan 2021 (“Medium-Term Plan”), which we have formulated for the five-year period starting in the fiscal year ended March 31, 2017, we have set out numerical targets with an emphasis on “earning power through operations” and “value in capital markets,” as key requirements for “recognition as a global company.”
(2) Overall strategy
To achieve the numerical targets under the Medium-Term Plan, we intend to implement the following five strategies in order to ensure profitability.
(a) Promoting global branding
We intend to improve profitability by accelerating overseas expansion of CUP NOODLES, as a high valueadded product that makes the most of our strengths as a company, and by increasing the number of units sold overseas by 50%. We intend to pinpoint the right approach for design, flavor and promotion, based on a clearly defined target market (young people with a certain standard of living), in order to penetrate the market more efficiently and effectively.
(b) Focusing on priority overseas locations
We have earmarked BRICs (Brazil, Russia, India, China) as priority locations from the two key perspectives, based on market appeal (scale of instant noodle market and its growth potential) and opportunities for the Company (strength of business foundations and scope to expand market for cup-type and other value-added products over the short to medium term). We are determined to secure profit growth in these areas. In China, we are planning to further expand our growing sales area for high-margin CUP NOODLES products. In India, we are focusing on growth in bag-type instant noodle products in urban areas and on stepping up CUP NOODLES sales to the country’s rapidly-growing population of middle-income earners. In Brazil and Russia, we are aiming to build on solid foundations as market leader to expand the market for value-added cup-type instant noodle products, so that we can secure an even larger market share and increase profits.
(c) Laying stronger foundations for our domestic profit base
In order to establish a business model that will be less susceptible to declining population numbers and other changes in population or consumer composition, we intend to focus more closely on the domestic market, with an emphasis on marketing, and we are also planning to invest in upgrading plants in order to save labor and improve food safety. By conducting these initiatives, we will lay stronger foundations for our instant noodle profit base in Japan, with the aim of becoming a “century brand company.”
(d) Establishing a second pillar that generates revenue and profit
We are stepping up initiatives aimed at developing our confectionary and cereal business into a second primary revenue and profit source, both in Japan and overseas. We intend to grow individual brands even further, strengthen cooperation based on technical synergy between the confectionery and cereal companies, expand overseas operations and make use of M&A to increase sales to around ¥100 billion, including equity method companies. In terms of chilled and frozen foods, and beverages, we are aiming to increase profit growth domestically, based on our efforts to establish brands throughout the previous medium-term period.
(e) Developing and strengthening human resources for global management
Thanks to active investment in strengthening platforms, we have been able to establish a framework to support growth. Looking ahead to the future, we intend to step up human resource development measures within the Group, including running a selection-based in-house university program, promoting diversity, and reinforcing overseas trainee systems. In addition, we are planning to recruit from outside the Group. By combining human resource development measures within the Group and recruitment from outside the Group, we will increase management human resources in an effort to accelerate global management.
Specific details are published on the Company’s website.
Medium-Term Business Plan

【Principle 3-1 (2)】

■ Basic Concept and Policies on Corporate Governance

While providing worry-free and safe foods, and promoting businesses to maximize benefits to all stakeholders including shareholders, consumers, employees, business partners, local communities, and local residents, the Company recognizes enhanced and strengthened corporate governance as one of the top priorities for management and strives for highly objective and transparent management. To achieve this objective, the Company has already appointed more than one Outside Director and Outside Audit & Supervisory Board Member, and has proactively incorporated the opinions of outside experts in management, thereby endeavoring to invigorate management and make it transparent. In particular, with regard to Directors, based on a resolution at the 68th Ordinary General Meeting of Shareholders held on June 28, 2016, we have reduced the number of Internal Directors by six, to three, and increased the number of Outside Directors by one, to five. By making Outside Directors the majority, the Company is further strengthening supervisory functions and promoting swifter decision-making.

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 are Independent Outside Audit & Supervisory Board Members). Furthermore, the Company is striving to further enhance corporate governance by placing several staff specializing in assisting 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.

【Principle 3-1 (3)】

■Policies and Procedures in Determining the Remuneration
(1) Policy on remuneration for Directors
Remuneration for Directors of the Company is provided for the purpose of heightening the motivation and morale of those Directors in fulfilling their roles, achieving short-term business performance and making contributions to continuous improvement of corporate value over the medium term.
i) Composition of remuneration
Remuneration for Director consists of the “basic remuneration” paid according to position and role importance of the Director as well as corporate performance and individual performance 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.
a. Basic remuneration
This remuneration consists of the fixed portion based on the position and the role of the Director and the performance-based portion that is linked to business performance of the Company and the degree of personal achievements during the fiscal year under review.
The performance-based portion is designed to be varied within the range of up to 20% of the base amount according to the actual results of the “consolidated performance indicators” and “individual performance evaluation indicators” of the Company and will be reflected in the performance-based portion of the “basic remuneration” of the following fiscal year.
b. Remuneration-type stock options
The Company provides part of the remuneration as stock options for shares so that heightened motivation and morale to contribute to sustained improvement of business performance and enhancement of corporate value over the medium to long term will result in promotion of shareholders’ interest of the Company.
The percentages of the “basic remuneration” and the “remuneration-type stock options” to the total amount are designed to be about 60-80% for the former and about 20-40% for the latter, depending on the position and the fluctuations in the stock price.
However, in view of the nature of the duties, the remuneration for Outside Director is not linked to business performance and consists only a fixed portion of the “basic remuneration” paid according to the position.
ii) Procedures for determining remuneration
The “basic remuneration” for each individual is determined based on the position and role importance, business performance and surveys on the standards of officers’ remuneration conducted by third parties.
The Management Advisory Committee chaired by an Independent Outside Director and the majority of which are Independent Officers deliberates and verifies the appropriateness, whereupon the Board of Directors makes the determination.
(2) Policy on remuneration for Audit & Supervisory Board Members
Although remuneration for Audit & Supervisory Board Member is determined through discussions with the Audit & Supervisory Board 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 a fixed portion of the “basic remuneration” paid according to the position.

【Principle 3-1 (4)】

■ Policies and Procedures for Selection of Candidates for Directors and Audit & Supervisory Board Members
〈Composition of the Board of Directors and Criteria for Selection of Candidates for Directors〉
In order to develop the Group’s operations in Japan and overseas under its philosophy, “EARTH FOOD CREATOR,” the Group selects candidates who possess extensive experience, deep insight, and advanced specialization, while comprehensively taking into account the balance of knowledge, experience, and capabilities; diversity in fields of specialization and gender, as well as race, ethnicity, nationality and country of birth; appropriateness of scale of the Board of Directors as a whole and other factors.
Candidates for Internal Directors are selected from among those people who are involved in Group management, such as Executive Officers, Chief Officers, Presidents of operating companies, and Chief Representatives in each area, in addition to President & Representative Director, CEO, Executive Vice President & Representative Director, COO.
Candidates for Outside Directors are selected from those who, as well as satisfy the standards of the Companies Act, are management executives, academic experts and the like, based on their deep insight and advanced specialization with extensive experience in domestic and overseas economics, finance, industry trends, corporate strategy, marketing, advanced research, etc., and who are capable of not only checking in the Board of Directors meetings from an objective standpoint the legality of management and the appropriateness of decision-making in the execution of duties, but also, the Group expects, providing advice leading to business activities that will enhance corporate value in the Board of Directors meetings, etc.
As for the procedures for the above, candidates are decided by the Board of Directors after the appropriateness of them is deliberated and verified by the Management Advisory Committee.
Candidates for the management team (hereinafter refers to Directors with special titles and Executive Officers with special titles) are selected from among persons selected as Director as above and from among the Executive Officers in principle who have past achievements, a strong sense of purpose toward the realization of the Group’s philosophy, strong leadership, popularity inside and outside the Company, and high capabilities in management judgment from such factors as experience, knowledge and expertise, and after these selected individuals are subjected to the deliberation and verification by the Management Advisory Committee, the Board of Directors judges whether these selected individuals are suitable persons as members of the management team.
Concerning dismissal of members of the management team, in addition to the annual examination carried out by the Management Advisory Committee based on performance results, in the event of circumstances arising suggestive of the individual meeting the criteria for dismissal (through (1) an action that violates the laws and regulations, the Articles of Incorporation, or internal rules such as the Code of Conduct and that has caused or has the risk of causing a significant loss or a hindrance of business in the Group, (2) a significant difficulty in execution of duties, and (3) revelation that the individual is lacking the various requirements stated in the criteria for selecting), the grounds for the dismissal shall be examined and verified at the Management Advisory Committee and the decision of dismissal will be made by the Board of Directors.
〈Composition of the Audit & Supervisory Board and Criteria for Selection of Candidates for Audit & Supervisory Board Members〉
Based on the Companies Act and other laws and regulations, as well as the Articles of Incorporation and other regulations, the Audit & Supervisory Board audits the process of decision-making by the Directors and the status of their execution of duties.
The number of the Audit & Supervisory Board Members is four or fewer, the majority of whom are Outside Audit & Supervisory Board Members.
The criteria for selecting candidates for Audit & Supervisory Board Members (internal) is to select people who can perform auditing and ensure management soundness from a perspective based on extensive operational experience in the Group.
The criteria for selecting candidates for Outside Audit & Supervisory Board Members is to select people who satisfy the standards of the Companies Act, and who have extensive experience and advanced specialization, which are necessary for audit.
As for the procedures for the above, candidates are decided by the Board of Directors after the appropriateness of them is deliberated and verified by the Management Advisory Committee and after obtaining the approval of the Audit & Supervisory Board.
〈Criteria for Assessing Externality and Independency of Independent Outside Directors and Independent Outside Audit & Supervisory Board Members〉
The Company appoints Outside Directors and Outside Audit & Supervisory Board Members as independent officers in accordance with requirements for outside directors and outside audit & supervisory board members defined in the Companies Act and the criteria for independency defined by the Tokyo Stock Exchange.

【Principle 3-1 (5)】

■ Reasons for Nominating Each Candidate for Directors and Audit & Supervisory Board Members

Reasons for nominating each candidate for Directors and Audit & Supervisory Board Members are stated on the Notice of the 72th Ordinary General Meeting of Shareholders posted on the Company’s website.

Shareholders' Meeting

【Supplementary Principle 4-1 (1)】

■ Agenda for Deliberation at the Board of Directors
To implement the corporate strategy and achieve the target metrics of operating performance, the Board of Directors of the Company with attendance of Outside Directors engages in comprehensive and substantive deliberation over corporate strategy, medium- to long-term plans and business challenges. Accordingly, the Board of Directors determines certain important matters for the Company and the Group companies including M&A, organizational change, and a large amount of asset acquisition or disposal in accordance with these strategies. To ensure prompt execution of duties, the Board of Directors makes decisions based on the amount, etc. specified in the Regulations for Approval and delegates any subjects that fall below the specified amount to such subordinate functions as the Management Committee, CEO, COO, Executive Officers, Chief Officers, and regional Chief Representatives.

【Supplementary Principle 4-1 (3)】

■ Succession Plan for CEO
To develop perpetually as an EARTH FOOD CREATOR, the Group must strategically groom corporate managers who set forth a medium- and long-term mission and realize and execute the corporate philosophy.
When choosing the CEO successor, candidates are selected from among persons selected as Director and from among the Executive Officers in principal who have past achievements, a strong ownership and sense of responsibility toward realization of the Group’s philosophy, and popularity from inside and outside the Company for exceptional capabilities in decision-making, reaching breakthroughs, winning peoples’ hearts and minds, and a clear sense of morals and values, as well as having broad experience and knowledge relating to corporate management, a keen spirit to acquire cutting-edge insight, and excellent business judgement. After the selected individual is subjected to the deliberation and verification by the Management Advisory Committee, the Board of Directors judges whether the selected individual is suitable person as the successor.

【Principle 4-8】

■ Number of Independent Outside Directors and Ratio of Independent Outside Directors in the Board of Directors
The Board of Directors of the Company comprises eight Directors, of which three are Independent Outside Directors. In addition to the Independent Outside Directors, there are also two more Outside Directors. Including the two Independent Outside Directors, there are five Outside Directors in total. As a result, Outside Directors make up the majority of Directors under the existing system, and there is effective action being taken to make management more transparent and to strengthen the supervisory function.

【Principle 4-9】

■ Criteria for Externality and Independency of Independent Outside Directors
The Company appoints Outside Directors as independent officers in accordance with requirements for Outside Directors defined by the Companies Act and the independence standards set out by the Tokyo Stock Exchange.

【Principle 4-11 (1)】

■ Views on the Balance of Knowledge, Experience and Capabilities, Diversity and Scale of the Board of Directors as a Whole
In order to develop the Group’s operations in Japan and overseas under its philosophy, “EARTH FOOD CREATOR,” the Group selects candidates who possess extensive experience, deep insight, and advanced specialization, while comprehensively taking into account the balance of knowledge, experience and capabilities; diversity in fields of specialization and gender, as well as race, ethnicity, nationality and country of birth; appropriateness of scale of the Board of Directors as a whole and other factors. The policies and procedures for the selection of candidates for Directors are explained in [Principle 3-1(4)]

【Supplementary Principle 4-11 (2)】

■ Status of Concurrent Positions of Directors and Audit & Supervisory Board Members with Other Listed Companies’ Officers
The Company posts the status of concurrent positions of Directors and Audit & Supervisory Board Members every year in the Notice of Ordinary General Meeting of Shareholders.
Shareholders' Meeting

【Supplementary Principle 4-11 (3)】

■ Analysis and evaluation of Effectiveness of the Board of Directors
In order to achieve the sustainable growth of the NISSIN FOODS Group and enhancement of its corporate value over the medium to long term, the Company confirms whether the Board of Directors is fulfilling its role and evaluates its effectiveness annually to enhance the effectiveness of the Board of Directors.
To improve the effectiveness of the Board of Directors, the Company usually obtains self-evaluations or third-party evaluations from each Director and Audit & Supervisory Board Member by way of questionnaires concerning the effectiveness. However, to further improve the effectiveness of the Board of Directors, the Company used external experts in the evaluations for the fiscal year ended March 31, 2020.
The summary of the analysis and evaluation results of the questionnaire conducted for the fiscal year ended March 31, 2020 are as follows. In addition, the Independent Outside Directors have expressed the opinion that the assessment process performed for the fiscal year ended March 31, 2020 is appropriate.
(1) Assessment process
  • (i)The questionnaire was delivered to all Directors and Audit & Supervisory Board Members on an anonymous basis and external experts aggregated and analyzed the answers.
  • (ii)The Management Advisory Committee assessed effectiveness of the Board of Directors based on the analysis results, deliberated any issues and reported the results to the Board of Directors.
  • (iii)The Board of Directors shared the assessment results and confirmed any issues to be addressed for the coming fiscal year.
(2) Structure of the questions
The questionnaire is comprised of 29 questions in the following five categories. The response for each question has a five-level scale and there is a box to freely add comments for the applicable items.
  • (i)Role of the Board of Directors
  • (ii)Composition of the Board of Directors and the systems for nomination and remuneration of the members of management team
  • (iii)Systems to support the Board of Directors
  • (iv)Management of the Board of Directors
  • (ⅴ)Management Advisory Committee
(3) Overview of the questionnaire results
The Company confirmed that both the supervisory functions and the decision-making functions expected to the Board of Directors were properly working and the effectiveness was being ensured.
(i) Items for which the evaluation result notably improved
While generally high evaluations had already been received since before regarding the effectiveness of the Board of Directors because an appropriate PDCA cycle had been established based on the effectiveness evaluations, in comparison with the previous fiscal year, it was confirmed that further improvements had been made in particular in formulation of a succession plan, the composition of the Board of Directors and the responses to issues concerning sustainability.
(ii) Efforts based on the evaluation result for the fiscal year ended March 31, 2019
In the evaluation of effectiveness for the fiscal year ended March 31, 2019, suggestions were made that “efforts were necessary to make the discussions more substantial, in order to make the Board of Directors meetings more open, open-minded and welcoming of constructive arguments and exchange of opinions.” In response to this, the Board of Directors of the Company took the following measures:
  • - provision of seminars and opportunities for discussion related to specific themes for Directors and Audit & Supervisory Board Members; and
  • - provision of opportunities for giving additional explanations to Outside Directors and Outside Audit & Supervisory Board Members in advance in relation to agenda items of the Board of Directors meetings.
As a result of the foregoing, it was confirmed at the time of the self-evaluations conducted in the fiscal year ended March 31, 2020 that improvements had been made.
(iii) Issues to be addressed for further improvement of the effectiveness
While efforts had already been initiated, in order to further improve the effectiveness of the Board of Directors, the need for efforts was pointed out in relation to enhanced disclosure concerning cross-holding of shares and further strengthen the cooperation between Outside Directors and the Internal Audit Department. We are committed to mounting efforts to increase effectiveness of the Board of Directors by making improvements on a continuous basis.

【Supplementary Principle 4-14 (2)】

■ Policy on Training Directors and Audit & Supervisory Board Members
To ensure that management supervision and auditing functions are sufficiently conducted by the Directors and Audit & Supervisory Board Members, the Company provides information necessary to the execution of duties in an appropriate and timely manner. Furthermore, to ensure sufficient deliberation at Board of Directors meetings, Outside Directors and Outside Audit & Supervisory Board Members are provided in advance with Board of Directors meeting materials, explanations, and related information. In addition, when such Outside Directors and Outside Audit & Supervisory Board Members assume office, they are provided with orientations, dialogues with the management team, and other ongoing opportunities for understanding the Company’s operations. Furthermore, the Company provides Directors and Audit & Supervisory Board Members with opportunities for training by third-party institutions, with the Company bearing the costs of such training.

【Principle 5-1】

■ Policy on Constructive Dialogue with Shareholders
For dialogues with our shareholders, the Company has assigned the General Affairs Division as contact point for individual investors and the IR Office for institutional investors.
For dialogues (interviews) with our shareholders, IR Office studies how to handle them with Representative Directors and the Director and CFO, and takes appropriate actions.
The Company has the Finance Platform lead to work closely with PR Platform, General Affairs Platform, Legal Platform and other to exchange opinions based on their respective expertise in each division concerning disclosure and accountability of financial results, items subject to timely disclosure and the like.
The Company holds financial results meetings for institutional investors twice a year (the first half and the full year) and mainly President & Representative Director, CEO provides briefing. In addition, the Company arranges telephone conferences twice a year (the first quarter and the third quarter) where the Director and CFO provides briefing on the financial results. Furthermore, IR Office serves as a contact point for interviews with institutional investors. The Company also held a small meeting for institutional investors and securities analysts in June 2019 to share the review on the Third year of the Medium-Term Business Plan 2021.
For individual investors, the General Affairs Division takes the initiative in publishing the NISSIN REPORT and disclosing information on the Company’s website. Additionally, the Company often holds presentation meeting for individual investors as necessary. There is a dedicated point of contact in the General Affairs Division.
The IR Office and the General Affairs Division regularly collect opinions received from institutional investors and shareholders and share this information with the Representative Directors, officers, presidents of the Group companies, and other relevant divisions. In addition, this information is reported to the Board of Directors and at other meetings.
The Company obtains updated information on the shareholder composition from the register of shareholders as of March 31 and September 30 of every year, and performs research on effective owners of the shares.
When engaging in dialogues with our shareholders and investors, the Company never communicates insider information (undisclosed material facts). The Company maintains “silent periods” from the date following the end of each quarter to the announcement of results, during which the Company refrains from communicating with our shareholders and investors concerning financial information.

2. Capital Structure

Foreign Shareholding Ratio From 10% to less than 20%

Status of Major Shareholders

Name Number of Shares Owned (Shares) Shareholding Ratio (%)
Ando Foundation 7,904,300 7.47
Mitsubishi Corp. 7,800,028 7.37
The Master Trust Bank of Japan, Ltd. (Account in Trust) 5,573,400 5.27
ITOCHU Corp. 5,400,000 5.10
Ando International Y.K. 3,945,500 3.73
Japan Trustee Services Bank, Ltd. (Account in Trust) 3,695,400 3.49
Mizuho Bank, Ltd. 3,375,000 3.19
MUFG Bank, Ltd. 2,273,598 2.15
Japan Trustee Services Bank, Ltd. (Account in Trust 5) 1,737,700 1.64
Sumitomo Mitsui Banking Corporation 1,620,000 1.53
Controlling Shareholder (except for Parent Company) ―――
Parent Company N/A

Supplementary Explanation

The Company has neither parent company nor listed subsidiaries.

3. Corporate Attributes

Listed Stock Market and Market Section Tokyo Stock Exchange First Section
Fiscal Year-End March
Type of Business Foods
Number of Employees (Consolidated) at End of the Previous Fiscal Year 1,000 or more
Net Sales (Consolidated) for the Previous Fiscal Year From ¥100 billion to less than ¥1 trillion
Number of Consolidated Subsidiaries at End of the Previous Fiscal Year From 50 to less than 100

4. Policy for Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder

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5. Special Circumstances Which May Have Material Impact on Corporate Governance

NISSIN FOODS CO., LTD. (listed on the Main Board of the Hong Kong Exchanges and Clearing; hereinafter referred to as “Hong Kong Nissin”) is a listed subsidiary of the Company.
The Group is focusing on growing and expanding its overseas business to become an “EARTH FOOD CREATOR,” as set out in the Group Philosophy, and contribute to society and the earth by exploring various possibilities for food, creating dream-inspiring delicious tastes and providing the pleasures and delights of food globally. Based on this policy, Hong Kong Nissin has strengthened its corporate structure to speed up its decision-making capability and better respond to change, and in order to expand its presence in the Chinese market, it was listed on the Main Board of the Hong Kong Exchanges and Clearing on December 11, 2017.
Since Hong Kong Nissin is a listed subsidiary, the Company respects the independence of the listed subsidiary based on the understanding that properly protecting the interests of Hong Kong Nissin and Hong Kong Nissin’s shareholders other than the Company and other stakeholders will contribute to increasing the corporate value of the subsidiary.
The Company intends to maximize the corporate value of the entire Group by establishing a group governance system for the Group, including the listed subsidiary, based on the “Basic Policy on Construction of Internal Control Systems,” etc. determined by the Company while ensuring the independence of the listed subsidiary’s management based on the above policy.

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