NISSIN FOODS GROUP

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Matters Related to Internal Control System

1. Basic Concept on Internal Control System and Progress of System Development

Basic policy of business operation

Officers and employees of the Company and its subsidiaries (hereafter collectively referred to as the “NISSIN FOODS Group”) shall make efforts to be deeply aware of corporate social responsibility, to comply with the relevant laws and regulations, and to commit acting conforming with social ethics when executing their daily duties pursuant to the “NISSIN FOODS Group Ethics Regulations” and “NISSIN FOODS Group Compliance Regulations.”

(Basic Philosophy)
  1. (a)Objective of our work is to place customer satisfaction first and to provide products and services which bring happiness to people’s lives.
  2. (b)We shall make efforts to be aware of corporate social responsibility, comply with laws and regulations and fair business practice, and enhance business activities with transparency.
  3. (c)We shall be aware that we are corporate citizens, fostering high ethical standards and following common sense.
(Code of Conduct)
  1. (a) Employees shall maintain fair, impartial and transparent relations with consumers, employees and workers, business partners, shareholders and all other stakeholders.
  2. (b) Employees shall support internationally recognized human rights protection standards and respect the basic human rights of all people. They shall not conduct any actions that impair the dignity of any individual.
  3. (c) Employees shall not discriminate against anyone on such grounds as nationality, ethnicity, religion, gender, age, social status, disability or the like.
  4. (d) Employees shall not engage in harassment based on the status, authority, gender or any other factor.
  5. (e) Employees shall strive to create and develop products and services that give priority to the health and safety of people.
  6. (f) Such products and services must not endanger the health or property of consumers and Employees shall take sincere and swift actions to settle any problems arising from their quality.
  7. (g) In pursuing profit in the course of carrying out their duties, Employees must not make decisions or conduct themselves in a manner that is at odds with the social conscience.
  8. (h) Employees must break off all ties with any anti-social forces or groups that pose a threat to civic social order and security.
  9. (i) Employees shall behave in a way that prevents contradictions between personal interests and corporate interests.
  10. (j) Employees shall commit to the disclosure activity of corporate information and shall not engage in insider-trading or use non-disclosed information to provide benefits or favors to any third party.
  11. (k) Employees shall tightly control such information as pertains to corporate secrets and must not disclose or divulge such information to others outside the Company, either during their tenure or thereafter.
  12. (l) Employees shall strive to maintain and secure intellectual property rights while respecting the intellectual property rights of others.
  13. (m) Employees shall maintain fair and free competition and shall not engage in unfair competition.
  14. (n) Employees shall work to prevent any form of corruption, including extortion based on abuse of a dominant bargaining position and bribery aimed at gaining or retaining business benefits.
  15. (o) Employees shall take the utmost care to ensure that their business activities do not adversely affect the global environment.
  16. (p) Employees shall endeavor to collaborate and work closely with the local community and to work to make active contributions to the local community.
  17. (q) In the event of making a donation or other monetary contribution, Employees shall comply with the laws and ordinances as well as internal regulations.
  18. (r) In such case that a problem not addressed herein should arise, Employees must judge and act on such problem in accordance with the general principles of this Code.
  19. (s) Employees shall observe the code of conduct set out in this Article and shall, in the event of discovering any conduct in breach of the Code, immediately submit a report in accordance with the whistle-blowing system set forth separately.

(2) System ensuring the execution of duties of Directors and employees comply with the laws and regulations and the Articles of Incorporation / System ensuring the reliability of financial reporting

  1. (a)For the purpose of compliance with the laws and regulations and the Articles of Incorporation and the like, the Company shall develop “NISSIN FOODS Group Ethics Regulations” and “NISSIN FOODS Group Compliance Regulations” and shall ensure that officers and employees of NISSIN FOODS Group understand.
  2. (b)“Compliance Committee” shall be set up with Executive Vice President & Representative Director, COO serving as chairperson to make efforts to have officers and employees comply with the laws and regulations, Articles of Incorporation, and various regulations alike. Furthermore, “Compliance Group” shall be established within the Legal Division to strengthen measures.
  3. (c)Each division of NISSIN FOODS Group shall consult with outside specialists including lawyers as necessary upon carrying out its duties for the purpose of avoiding risks of non-compliance with the laws and regulations, Articles of Incorporation, and various regulations alike.
  4. (d)Internal Auditing Office which is under direct control of President & Representative Director, CEO shall audit major business offices of NISSIN FOODS Group on a regular basis and confirm if the laws and regulations, Articles of Incorporation, and various regulations alike are being complied.
  5. (e)The Company shall establish “NISSIN FOODS Group Internal Reporting Regulations” as a reporting system when violation of laws and regulations, Articles of Incorporation, and various regulations alike occur, or is about to occur, and shall ensure that officers and employees of NISSIN FOODS Group thoroughly understand. NISSIN FOODS Group shall not dismiss or treat disadvantageously the person who has made the reporting in question.
  6. (f)Audit & Supervisory Board Members shall audit the appropriateness of the execution of duties of Directors pursuant to “Audit & Supervisory Board Regulations,” “Audit Standards of Audit & Supervisory Board Members,” and the like.
  7. (g)Human resources shall be appropriately placed to develop and promote the construction and administration of internal control systems for the purpose of ensuring the reliability of financial reporting.

(3) System relating to storage and management of information in regard to the execution of duties of Directors

The Company shall record legal documents including minutes of General Meeting of Shareholders and Meeting of the Board of Directors and the like, in addition to important information in regard to the execution of duties of Directors such as written approvals, to paper documents or electromagnetic media. It shall appropriately store and manage the information pursuant to the laws and regulations and the “Document Management Regulations,” shall, to the extent necessary, verify the status of storage and management, respond to the request of inspection given by the Directors and Audit & Supervisory Board Members, and review the regulations as appropriate.

(4) Regulations and other systems relating to risk management of losses

  1. (a)The Company shall set up a “Risk Management Committee” with Executive Vice President & Representative Director, COO serving as chairperson to prevent, identify, manage, and address against various risks in regard to NISSIN FOODS Group.
  2. (b)NISSIN FOODS Group shall set up “Audit Standards of Food Safety” and develop a system primarily conducted by NISSIN Global Food Safety Institute to investigate and verify the safety of food products ranging from raw materials to products, based on its awareness that the most important issue is to constantly ensure safe and worry-free food products.
  3. (c)NISSIN FOODS Group, based on the “NISSIN FOODS Group Code of Risk Management,” shall position product accidents, BCP (Business Continuity Plan), compliance, and information security as the Group’s key risks, set up committees, and address said risks.
  4. (d)The Company shall set up an organization under the Sustainability Committee to address environmental and safety risks. In the event a material accident occurs in environmental aspects, pursuant to the manual, it shall be immediately responded, stabilized, and resolved. In addition, the Company shall review various manuals including “Industrial Waste Treatment Manual” as necessary and confirm the status of the operation on a regular basis.

(5) System ensuring the efficiency of execution of duties of Directors / System ensuring the execution of duties of employees comply with the laws and regulations and the Articles of Incorporation

  1. (a)The Company shall hold “regular meetings of the Board of Directors” on a regular basis and “extraordinary meetings of the Board of Directors” as appropriate when necessary. The meetings shall consist of Directors and Audit & Supervisory Board Members who shall discuss and decide on important matters pursuant to the laws and regulations, Articles of Incorporation, and “Board of Directors Regulations.” Furthermore, the members of the meetings shall receive reports in regard to the execution of duties of Directors, and conduct supervision and the like.
  2. (b)The Company shall hold a meeting of the “Management Committee” twice every month in principle to improve management efficiency. The Committee consists of Directors (excluding Outside Directors), Responsible Executive Officers and Audit & Supervisory Board Members (Full-time). The Committee shall discuss matters which are to be resolved by the Board of Directors, and shall discuss and decide matters which authorities are delegated to the Committee by the Board of Directors pursuant to the “Regulations for Approval,” as well as execute business operations.
  3. (c)The Company shall hold a “Group Company Strategic Presentation” every month in principle. Reports, proposals, and confirmations in regard to strategies (products, finance, human resource and the like) shall be made by the presidents of the major subsidiaries and overseas regional Chief Representatives, and status of execution of duties of subsidiaries shall be supervised.
  4. (d)The Company shall hold a “Chief Officer Strategy Presentation” every month in principle, and the Presentation shall consist of chief officers. Strategies shall be proposed by the chief officers, and status of execution of platform duties shall be supervised.
  5. (e)As a preliminary discussion body of the Board of Directors and Management Committee, the Company shall hold a meeting of the “Investment and Financing Committee” every month in principle. The Committee shall consist of members summoned in principle from each platform. The Committee shall perform screenings and reviews of important investment and financing and the like in advance.
  6. (f)As a preliminary discussion body of the Board of Directors and Management Committee, the Company shall hold a meeting of the “Personnel Committee” every month in principle and the Committee shall consist of chief officers and the like. Human resource strategy of the Group shall be reviewed.
  7. (g)The Company shall hold a meeting of the “Management Advisory Committee,” an advisory body to the Board of Directors, the majority of which are Independent Directors / Audit & Supervisory Board Members, three times a year in principle, in order to ensure transparency and fairness in nomination, remuneration, and governance.
  8. (h)The Company shall hold multiple meetings of the “Liaison Committee of Independent Outside Directors and Audit & Supervisory Board Members” comprising Independent Outside Directors and Audit & Supervisory Board Members on an as-needed basis where Audit & Supervisory Board Members and Outside Directors share the recognition concerning priorities for management.
  9. (i)The Company shall establish regulations such as “Administrative Authorities Regulations” and “Division of Responsibilities Regulations” to ensure that appropriate and efficient duties of Directors and employees are executed in order that the authority and responsibility of each officer shall be made clear.
  10. (j)The term of office of Directors shall be one (1) year, for the purpose of clarifying their management responsibility, and allowing quick actions to be taken in response to the changes in management environment.

(6) System ensuring the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries

  1. (a) “NISSIN FOODS Group Ethics Regulations” and “NISSIN FOODS Group Compliance Regulations” shall be the ethical and operational guideline for business operations in the NISSIN FOODS Group.
  2. (b)The department in charge in the Company shall be the contact department and shall receive reports on a regular basis in regard to business performance of the NISSIN FOODS Group. Furthermore, important matters shall be approved by the in-house approving authorities or by the subsidiaries pursuant to the “Approval Regulations.” If matters exceed the scope of such authority, it shall be approved by the Board of Directors and the like of the Company.
  3. (c)Audit & Supervisory Board Members and the Internal Auditing Office shall conduct audits including periodical visiting audits to confirm if operations of NISSIN FOODS Group are complying with the laws and regulations, Articles of Incorporation and various regulations alike.

(7) Matters relating to employees assisting Audit & Supervisory Board Members in the event the Audit & Supervisory Board Members request the placement of employees to assist their duties

The Company set up an Audit & Supervisory Board Office directly under the Audit & Supervisory Board and placed several dedicated employees as ones to assist the duties of the Audit & Supervisory Board Members. The Audit & Supervisory Board has expressed its opinion that assistance is sufficient.

(8) Matters regarding independence of employees assisting the duties of Audit & Supervisory Board Members from Directors, and the procurement of effectiveness of such instruction

  1. (a)Matters regarding personnel such as appointment and transfers of employees assisting the duties of the Audit & Supervisory Board Members shall be decided conditional on consent from the Audit & Supervisory Board Members (Full-time) in advance. The performance management shall be conducted by the Audit & Supervisory Board Members (Full-time).
  2. (b)For the purpose of ensuring the effectiveness of instructions given by the Audit & Supervisory Board Members, employees assisting the duties of the Audit & Supervisory Board Members shall not additionally hold duties relating to the business execution of the Company, and shall carry out the duties under the directions of the Audit & Supervisory Board Members.

(9) Reporting system by Directors and employees to Audit & Supervisory Board Members, and other reporting systems to Audit & Supervisory Board Members

  1. (a)In the event facts that may cause significant damages to the NISSIN FOODS Group are discovered, Directors of the NISSIN FOODS Group shall immediately report the facts concerned to the Audit & Supervisory Board of the Company.
  2. (b)Pursuant to the “Audit Standards of Audit & Supervisory Board Members,” in addition to matters provided under the laws and regulations, facts that may cause material impact in finance and operations of NISSIN FOODS Group, the decisions and the like shall be immediately reported by Directors and employees of NISSIN FOODS Group to the Company’s Audit & Supervisory Board Members.
  3. (c) In the event facts that may cause significant damages to the NISSIN FOODS Group are discovered, employees of NISSIN FOODS Group shall report the facts concerned to the Audit & Supervisory Board Members.
  4. (d)NISSIN FOODS Group shall not treat ones who have reported the aforementioned three items disadvantageously on the grounds that such reporting was made.
  5. (e) If expenses necessary to request advice from lawyers, certified public accountants, and other outside specialists, to outsource investigation, analysis and other administrations for the purpose of conducting audit are requested by the Audit & Supervisory Board Members or the Audit & Supervisory Board, Directors, Executive Officers, and employees shall not refuse such requests, except in cases where the expenses under such requests are determined to be unnecessary in the execution of duties of the Audit & Supervisory Board Members.

(10) Other systems ensuring the effectiveness of audits conducted by the Audit & Supervisory Board Members

  1. (a)“Regular meetings of the Audit & Supervisory Board” in which all Audit & Supervisory Board Members attend shall be held on the day before the meeting of the Board of Directors or the date of the meeting in principle, and “extraordinary meetings of the Audit & Supervisory Board” shall be held as necessary. Ideas shall be exchanged in regard to Audit & Supervisory Board Members’ opinions and important issues upon auditing between the Audit & Supervisory Board Members and the results shall be reported on a regular basis to the Board of Directors as an Audit & Supervisory Board Report.
  2. (b)Directors and employees shall report monthly performance and financial situations on a regular basis to the Board of Directors and the Management Committee and the like. Various minutes, written approvals and other important documents relating to business operations shall be circulated to, and be read through by, the Audit & Supervisory Board Members (Full-time). Furthermore, if requested by the Audit & Supervisory Board Members, sufficient explanations shall be provided.
  3. (c)Audit & Supervisory Board Members, while closely working with Internal Auditing Office and Financial Auditor on a steady basis, shall hold regular meetings with them once every two (2) months in principle to exchange information, establishing a system where audits are carried out effectively by the Audit & Supervisory Board Members.

(11) Basic concept toward elimination of antisocial forces and the status toward such elimination

The Basic policy of NISSIN FOODS Group upon conducting corporate activities is based on the idea that “Any relationships with antisocial forces and organizations that threaten the order and security of civil society shall be severed.” The policy is stated clearly in the Code of Conduct under the “NISSIN FOODS Group Code of Ethics” and the Company shall ensure that it is thoroughly understood.
The Company shall place General Affairs Division as its supervisory department to handle antisocial forces. The General Affairs Division shall play a key role in continuously gathering information from government bodies and outside specialized organizations, developing a system which will be able to address unexpected situations with prompt cooperation.

2. Basic Concept Toward Elimination of Antisocial Forces and Status Thereof

Basic concept toward elimination of antisocial forces and the status toward such elimination The Basic policy of NISSIN FOODS Group upon conducting corporate activities is conventionally based on the idea that “Any relationships with antisocial forces and organizations that threaten the order and security of civil society shall be severed.” The policy is stated clearly in the Code of Conduct under the “NISSIN FOODS Group Code of Ethics” formulated in June 2002 (revised in March 2019).
Within the Company, the General Affairs Division, which is the Company’s supervisory department to handle antisocial forces, plays a key role in continuously gathering information from government bodies and outside specialized organizations, developing a system which will be able to address unexpected situations with prompt cooperation.

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