NISSIN FOODS GROUP

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CORPORATE GOVERNANCE

Policies and Structure

Index

Basic Concept

The Company recognizes enhanced and strengthened corporate governance as one of the top priorities for management and therefore strives for highly objective and transparent management while providing safe and secure foods and promoting businesses to maximize benefits to all stakeholders including shareholders, consumers, employees, business partners, local communities, and local residents.

Our Corporate Governance Journey

Our Corporate Governance Journey

Changes in the Composition of the Board of Directors

Changes in the Composition of the Board of Directors

Corporate Governance Structure

At the NISSIN FOODS Group, we appoint outside directors and outside Audit & Supervisory Board Members to oversee and supervise our operations from an impartial and independent standpoint. We've also implemented an executive officer system to ensure swift business execution, ensuring both objectivity and transparency in management. Rather than adopt a nominating committee structure or an auditing committee structure, we've instead chosen to employ the structure of a company with an Audit & Supervisory Board.
We have reduced the number of internal directors from 9 to 3, based on a resolution at the 68th Ordinary General Meeting of Shareholders held on June 28, 2016, and increased the number of outside directors from 5 to 6, based on a resolution at the 74th Ordinary General Meeting of Shareholders held on June 28, 2022, all for the purpose of strengthening governance. By making outside directors a majority of the total number of directors, we further strengthen our supervisory functions and aim for swifter decision-making.

Corporate Governance Report (March 6, 2024)

Corporate Governance Structure

Corporate Governance Structure

Overview of Each Meeting Body (FY 3/2023)

Meeting Bodies Chairperson/Committee Chairperson Purpose/Content
Board of Directors President
The board of directors deliberates and decides on important management issues in accordance with laws and regulations, the Articles of Incorporation, and the board of directors regulations. This body also receives reports on the status of business execution by directors and serves a supervisory function in this area, among others.
In addition, in order to appropriately separate the roles of management supervision and business execution, we have introduced the executive officer system and established the Management Committee, which deliberates and makes decisions on matters as delegated by the board of directors. With this system, we have created an environment where the board of directors can hold more focused discussions on important matters related to overall management, such as management policies and business plans.
In appointing the candidates that make up the board of directors, we aim to further strengthen the supervisory function of management by ensuring that the majority of directors are outside directors.

FY 3/2023 Discussions

  • Monitoring of the NISSIN FOOD Group's Mid- to Long-Term Growth Strategy (including the adjustment of the EARTH FOOD CHALLENGE 2030 CO2 reduction targets and the implementation of an Internal Carbon Pricing system).
  • Formulation/monitoring of annual business plans
  • Progress of business plans in each business
  • Mid- to long-term capital policies
  • Monitoring of committee activity status
  • Evaluation of effectiveness of the board of directors etc
Management Committee President The Company holds meetings 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 full-time Audit & Supervisory Board Members to discuss matters to be resolved by the board of directors and to discuss and decide matters delegated to the Committee by the board of directors in accordance with the Regulations for Approval.
Management Advisory Committee Independent outside director In 2015, the Company established the Management Advisory Committee, which is chaired by an independent outside director and with a majority of members as independent officers, in order to strengthen the supervisory functions of the board of directors and at the same time ensure transparency and fairness in management. The Management Advisory Committee, an advisory body to the board of directors, meets three times a year in principle to deliberate on the following agenda items and contributes to board of directors discussions by reporting the results of these deliberations to the board.
The Management Advisory Committee discusses the following agenda items.
1. Selection and Dismissal of CEO and Directors
The Committee deliberates on the policies and criteria for the appointment and dismissal of members of senior management, including candidates for the position of director, and deliberates and supervises the methods of this series of procedures.
2. Director Remuneration
The Committee deliberates and supervises policies for determining the remuneration of individual directors and the appropriateness of this decision-making process from the perspectives of management transparency and fairness.
3. Other Matters Related to Corporate Governance
In addition to the above, other necessary agenda items are set and discussed as appropriate in order to further improve the Company's governance system.
Furthermore, the board of directors must consult with the Management Advisory Committee prior to deliberating and passing resolutions on the above matters. The board of directors also respects and gives due consideration to reports from the Management Advisory Committee in deliberating and passing resolutions on these matters.
Audit & Supervisory Board The Audit & Supervisory Board conducts audits of director decision-making processes and execution of their duties in accordance with the Companies Act, other laws and regulations, the Articles of Incorporation, and other rules. The total number of Audit & Supervisory Board Members shall be no more than four, and the majority of them shall be outside members.

Board of Directors, Audit & Supervisory Board Member Activities

(As of June 28, 2023)
Name
(Years in Office)		 Title FY 3/2023 Board of Directors*
(Attendance)		 FY 3/2023 Management Advisory Committee Meetings*
(Attendance)		 Audit & Supervisory Board (Attendance)*
Koki Ando Koki Ando (49 years) President & Representative Director, CEO ◎
10/10 times		 ○
4/4 times		 -
Noritaka Ando Noritaka Ando (15 years) Executive Vice President & Representative Director, COO
President & Representative Director, NISSIN FOOD PRODUCTS CO., LTD.		 ○
10/10 times		 ○
4/4 times		 -
Yukio Yokoyama Yukio Yokoyama (13 years) Director, CSO, and Managing Executive Officer ○
10/10 times		 Observer -
Ken Kobayashi Ken Kobayashi (12 years) Outside Director ○
9/10 times		 - -
Masahiro Okafuji Masahiro Okafuji (12 years) Outside Director ○
9/10 times		 - -
Masato Mizuno Masato Mizuno (7 years) Outside Director ○
10/10 times		 ◎
4/4 times		 -
Yukiko Nakagawa Yukiko Nakagawa (4 years) Outside Director ○
10/10 times		 ○
4/4 times		 -
Eietsu Sakuraba Eietsu Sakuraba (3 years) Outside Director ○
10/10 times		 ○
4/4 times		 -
Yuka Ogasawara Yuka Ogasawara (1 year) Outside Director ○
7/7 times		 ○
2/2 times		 -
Masahiko Sawai Masahiko Sawai (5 years) Full-Time Audit & Supervisory Board Member ○
10/10 times		 - ◎
12/12 times
Naohiro Kamei Naohiro Kamei (4 years) Full-Time Outside Audit & Supervisory Board Member ○
10/10 times		 Observer ○
12/12 times
Ayumi Michi Ayumi Michi (New) Outside Audit & Supervisory Board Member - Observer -

Note: The ◎ symbol indicates chairperson or committee chairperson.

Attendance status for FY 3/2023

Reasons for Appointment of Board of Directors, Audit & Supervisory Board Member

Skills Matrix

(As of June 28, 2023)
Name Business Management Brand Strategy Food Technology Sustainability Structural Reform Finance and Accounting Risk and Legal
Koki Ando ○ ○ ○ ○ - - -
Noritaka Ando ○ ○ ○ - ○ - -
Yukio Yokoyama - - - - ○ ○ ○
Ken Kobayashi ○ - - ○ - - ○
Masahiro Okafuji ○ ○ - - - - ○
Masato Mizuno ○ ○ - ○ - - -
Yukiko Nakagawa - - - ○ ○ - -
Eietsu Sakuraba - - ○ ○ - - -
Yuka Ogasawara - - - ○ - ○ -
Masahiko Sawai - - - - - ○ -
Naohiro Kamei - - - - - ○ ○
Ayumi Michi - - - - - - ○

Skill Details and Reasons for Selection

Skill Details, Reasons for Selection
Business Management Possesses solid expertise, experience, and track record in general corporate management necessary to formulate and execute sustainable growth strategies over the medium to long term in the midst of a dramatically changing business environment.
Brand Strategy Possesses a wealth of expertise and experience in brand strategy necessary to further clarify and establish the competitive advantages of CUP NOODLE by core value and by overseas region, while also increasing sales and profits steadily, even in a mature market such as Japan, to continue to achieve growth over the medium and long term.
Food Technology Possesses knowledge for fostering innovation in the food industry, as well as expertise and experience in quality, production, and technological development to (1) further advance and develop advanced technological capabilities, (2) achieve a stable supply of safe, secure, high quality products that incorporate advanced technologies, and (3) create new food cultures and develop the complete nutrition food business as a FUTURE FOOD CREATOR.
Sustainability Possesses a wealth of expertise and experience in the field of sustainability necessary to achieve our corporate vision and sustainable growth by pursuing CSV management, and to meet the challenge to utilize finite resources effectively and reduce the impact of climate change (Earth Food Challenge 2030).
Structural Reform Human Resources and Organization Possesses a wealth of expertise and experience in human resources and organizations necessary to foster innovative organizations that continue to execute strategies and create new food cultures, as well as to define and implement a NISSIN-style transformation roadmap.
IT Possesses a wealth of expertise and experience in digital fields necessary to the pursuit of the group-wide NISSIN Business Transformation movement, which aims to transform our business models toward true digital technologies in this environment of rapidly changing IT technology.
Finance and Accounting Possesses solid expertise and experience in the fields of finance and accounting necessary to ensure accurate financial reporting, build solid financial foundations, and formulate financial strategies toward investment in growth for sustainable corporate value enhancement and stronger shareholder returns.
Risk and Legal Possesses solid expertise and experience in the fields of risk management, corporate governance, and law necessary to establish an appropriate governance structure, which is the foundation for sustainable corporate value enhancement, and to achieving our mission of providing a stable supply of food products.

While each of these skills is deemed crucial for our company's management, they are listed in order of priority based on their relative importance.

Officer Skills Matrix

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