NISSIN FOODS GROUP

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1. Adoption of Takeover Defense Measures

Adoption of Takeover Defense Measures Not adopted

Supplementary Explanation

2. Other Matters Concerning Corporate Governance System

  1. (1) In preparation for a contingency in which the number of serving Audit & Supervisory Board Members falls below the number required by laws and regulations, the Company has taken steps to prevent interruption of the audit system by appointing one Alternate Audit & Supervisory Board Member (Outside) in advance following approval at the Ordinary General Meeting of Shareholders held in June 2006, and thereafter the Company re-appointed the same Alternate Audit & Supervisory Board Member every two years. Said individual was re-appointed the member again at the 71st Ordinary General Meeting of Shareholders held on June 26, 2019.
  2. (2)As part of the initiatives to establish our internal control systems, the Company revised “NISSIN FOODS Ethics Regulations” to “NISSIN FOODS Group Ethics Regulations,” and “NISSIN FOODS Internal Reporting Regulations” to “NISSIN FOODS Group Internal Reporting Regulations” in March 2008 respectively. The Company at the same time established “NISSIN FOODS Group Compliance Regulations” and “NISSIN FOODS Group Insider Trading Management Regulations” to reinforce its compliance framework.
  3. (3)Following additional appointment of one Outside Director (Independent Director) in June 2015 to have four Outside Directors among the Board members, the Company further appointed another one Outside Director (Independent Director) in June 2016 to bring the number of Outside Directors to five.
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