NISSIN FOODS GROUP

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Outside Director
Panel Discussion

The Role and Structure of the Board of Directors in Enhancing Corporate Value

Yuka Ogasawara, Masato Mizuno, and Keiko Yamaguchi, Independent Outside Directors,  NISSIN FOODS HOLDINGS CO., LTD.

Yuka Ogasawara

Independent Outside Director
NISSIN FOODS HOLDINGS CO., LTD.

Masato Mizuno

Independent Outside Director
NISSIN FOODS HOLDINGS CO., LTD.

Keiko Yamaguchi

Independent Outside Director
NISSIN FOODS HOLDINGS CO., LTD.

Dialogue with investors is one key initiative to achieving sustainable growth and enhancing corporate value. In particular, direct dialogue between outside directors and investors is essential for enhancing management transparency and reflecting diverse opinions into business management. We held a panel discussion* with three outside directors to gauge the capital market’s take on NISSIN corporate governance and our efforts through constructive dialogue with institutional investors to foster a greater understanding of board of director policies, transparency, and effectiveness.

Q&A session during a panel discussion

*The panel discussion was held on March 24, 2025, and was attended by approximately 40 investors and analysts.

—What is your assessment of the current board of directors, based on your diverse backgrounds?

Masato MizunoThe NISSIN FOODS HOLDINGS board consists of ten members, including five independent outside directors and two non-independent outside directors. I think having an effective voice from outside the company helps enhance corporate value. I have served as an outside director since 2016 and now have the added responsibility as chair of the Management Advisory Committee, helping determine whether the company is managed appropriately.
Yuka Ogasawara Before becoming an outside director, I viewed the NISSIN FOODS Group as a business with strong marketing and product capabilities. When I became involved in management, I learned that NISSIN actively pursues ESG and sustainability management. For example, I feel that women’s empowerment is evolving on a daily basis, with clear goals defined for each department and programs in place to develop women in management.
Keiko YamaguchiI’m sure you both will agree that the NISSIN FOODS Group has an outside image of a family-founded company engaged in top-down management. When I actually became involved in company management, I realized that CEO Ando exercises a personal magnetism to a degree greater than I imagined. That said, he is not surrounded by yes-men, and everyone speaks frankly at board meetings. The overall impression is of an organization with a very open atmosphere.

Q1 Your business appears to have the potential for significant growth. At the same time, we note certain weaknesses in terms of investment discipline and numerical results. Do you see any issues in the skills matrix of the board of directors, board operations, or how the board conducts itself that may impact corporate value enhancement?

Mizuno We think that the board has an adequate skill set and is balanced overall, as reflected in quite rigorous board meeting deliberations. On the other hand, I do not feel there is enough time for discussion compared to the amount of material we have to cover, and this is an issue.
Yamaguchi I get the feeling that issues that were not visible during the period of strong performance up until a few years ago are becoming more apparent these days. I also agree that there is not enough time for discussion. We should reserve time to encourage more extensive, in-depth discussions, as well as to encourage more rigorous deliberations.
Ogasawara I think board operations have improved in many aspects, even if the composition has remained largely the same. This improvement is the result of dialogue with stakeholders, and as an outside director, I will continue to speak up about areas needing improvement.

Masato Mizuno, Independent Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
Masato Mizuno

Mr. Mizuno has a wealth of experience and exceptional insight, including many years in management of a major sporting goods manufacturer, and has been active across a variety of fields. He also chairs the Management Advisory Committee at NISSIN FOODS HOLDINGS.

Q2Is the board capable of monitoring management adequately? For example, when the company made a significant donation in the past, ostensibly to support research, explanations of the rationale seemed lacking.

Ogasawara Given my experience with NPOs and private foundations, I am in favor of corporate donations as a concept. Of course, donations should be based on business strategy, rather than a shotgun approach. In terms of this particular donation, I was told that the money went to a research institute conducting advanced research into intestinal bacteria and healthy life expectancy. I understand that a certain scale of funds is required to build a new research center, but I think the board should have conducted proper discussions of the matter beforehand, rather than at a single meeting. I expressed my opinion on this fact during the evaluation of board effectiveness.
YamaguchiWe understand that there are strong feelings about the donation. As an experienced analyst myself, I also understand why many voiced concerns about a major expenditure announced at the end of the fiscal year and whether the previous earnings forecast had any meaning at that point. While I understand the significance of the donation, the company risks losing the trust of the stock market if these kinds of surprises continue. I think we need deeper discussions, including the size and timing of donations.

Yuka Ogasawara, Independent Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
Yuka Ogasawara

Ms. Ogasawara has extensive experience in business, including international lending at a government-affiliated financial institution, private-public sector activities at a foreign-affiliated consulting firm, overseas assistance projects at an independent administrative corporation, and impact investment activities at a general incorporated foundation. Ms. Ogasawara provides NISSIN FOODS Group with progressive and outstanding insight on sustainability management.

Q3Does the monitoring function of the board of directors lack a perspective regarding return on investment?

Yamaguchi While we do discuss the cost of capital versus return at board meetings, it is also true that we talk about returns over a long time horizon. Not only are investments larger than those of other companies in the industry, but such investments are not immediately profitable and involve a high degree of uncertainty. We must continue to monitor during the interim stages, including measuring the effectiveness of investments, and even stop investments when they are not worth the cost of capital.
Ogasawara Of course, monitoring is important, and we won’t deny that the investments themselves are for new businesses and other ways to create the new value of balanced health and deliciousness. Looking at the increase in investments over recent years, we understand that many plants were built originally in the 1970s and 1980s and now require renovation. We also believe that automated operations at the Kansai Plant, for example, represented a reasonable up-front investment as a means to cope with the coming labor shortages.

Keiko Yamaguchi, Independent Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
Keiko Yamaguchi

After working at a city bank, Ms. Yamaguchi worked as a research analyst in securities firms for nearly 20 years. She specializes in the consumer goods industry, including the food and beverage industry, and has extensive insight into corporate management and financial accounting through her interactions with numerous top executives.

Q4While we appreciate the adoption of performance-based stock remuneration for executives and the use of relative TSR, we question the comparison to TOPIX Foods as an indicator. Wouldn’t it be best to use a strict measure, such as if TOPIX is not exceeded, no payment will be made? What are your thoughts?

Yamaguchi We understand that some might say that TOPIX itself should be used as an indicator tied to consolidated performance. However, relative TSR compared with TOPIX Foods is currently below 1 times, and PER is also at a low level. The first order of business is to produce solid short-term results that signal growth, and we will provide management with direct feedback accordingly.

Q5To what extent do you feel a sense of urgency regarding the current slump in stock prices and the business in the Americas?

Mizuno We recognize that the biggest challenge in global marketing is the business in the Americas. Particularly problematic is the fact that profit margins are declining, mainly due to the fact that sales methods vary widely from region to region. The company must balance strengths and weaknesses in the U.S., among other countries, to counter competitors who are increasing their presence. We plan to name a general representative soon as part of establishing a more effective governance system.
Ogasawara As an external factor, the COVID-19 pandemic was a positive for the business in the Americas in the recent past. The board of directors is engaged in rigorous deliberations regarding how to fundamentally strengthen the system there. Speaking personally, I think we should consider adding non-Japanese personnel in key management positions to shorten the distance between the market and management. I think this should happen not just for the U.S., but also for managing the Overseas Business.
Yamaguchi The board is aware of investor concerns about the business in the Americas, and we are monitoring the performance of other companies in the same industry that have expanded into the region. I do not think the analysis of explanations from the company has been sufficient to make us comfortable with the current situation. Strategies based on an incorrect analysis will not succeed, so we will continue pointing out the need for a more accurate analysis.

Q6What are some of the challenges you face in strengthening governance over overseas operating companies?

Ogasawara Demand for instant noodles increased during the COVID-19 pandemic. Volume growth continued, even after price revisions, particularly in the U.S., resulting in higher sales and profits. At the same time, it is true that the company faced difficult times before that period. We must consider ways to make governance more effective not only in the U.S., but also for other overseas operating companies. This is true for human resources development, as well. We have a number of options, including hiring locally or dispatching people from Japan. The topic of the Overseas Business comes up at every board meeting, and these are always tough discussions.
Yamaguchi We must have more in-depth discussions, including an analysis of each market and the current state of the business in each. One challenge shared by the CEO and leadership is the lack of depth in the pool of human resources responsible for the Overseas Business, particularly at the management level. We expect this situation to improve gradually in the future.
Mizuno Human resources are essential to strengthen the governance of the Overseas Business. Of course, the business needs production plants, offices, and other facilities, but it is the people who actually do the work. Their qualities, abilities, and passion are what make things happen. We intend to discuss this situation in detail, including talks about how many employees should be placed in each region.

Q7How do you rate the group companies in Japan? Each company appears to operate businesses with different characteristics.

Yamaguchi We want to see intra-group synergies in the near future. For example, KOIKE-YA is engaged actively in a wide variety of marketing activities. We would like to see this expertise shared through personnel exchanges. On the other hand, I feel that the grip of the holding company on the subsidiaries is rather weak. We give a lot of weight not only to sharing strengths, but also to creating a system for effective governance.
Mizuno The strength of the NISSIN FOODS Group is the number of distinctive subsidiaries. Strong products such as NISSIN YAKISOBA U.F.O. and NISSIN DONBEI have generated solid profits. The KANZEN MEAL lineup should also be able to generate stable profits with aggressive marketing. The holding company is aware of the strengths and weaknesses of each of its businesses, and we believe it is responding appropriately.
Ogasawara We think the operating companies are managed properly, as evidenced by financial performance. In many cases, the presidents of these companies are former NISSIN FOOD PRODUCTS employees, so we believe that governance as a group is effective. As far as issues, I think the company needs to improve the accuracy of portfolio management, for example, by tracking ROE at each of the subsidiaries.

—Thank you very much for your time today.

VALUE REPORT
2025

WHO
is the NISSIN FOODS Group?[4.05MB]

  • Group Philosophy
  • Social Value Creation History
  • NISSIN FOODS Group Today
  • Value Creation Process
  • Six Capitals of the NISSIN FOODS Group
  • Core Strengths of the NISSIN FOODS Group

HOW
will we achieve our goals?[18.2MB]

  • CSO Message
  • CFO Message
  • CIO Message
  • Mid- to Long-Term Growth Strategy 2030
  • Growth Strategy 1 Strengthen Cash Generation Capabilities of Existing Businesses
    • Domestic Instant Noodles Business
    • Domestic Non-Instant Noodles Business
    • Domestic Topics
    • Overseas Business
    • The Americas—U.S.
    • The Americas—Brazil/China (Incl. H.K.)
    • Asia/EMEA
  • Growth Strategy 2 EARTH FOOD CHALLENGE 2030
    • Challenge to Address Climate Change
    • Challenge to Effectively Use Resources
  • Growth Strategy 3 Pursue New Businesses
    • Multifaceted Optimized Nutri-Dense Technologies
    • Expanding KANZEN MEAL From Japan to the World
    • Fundamental Research for Optimized Nutri-Dense Meals
  • Expanding Human Capital
  • Health and Productivity Management and Human Rights Initiatives
  • Outside Director Panel Discussion
  • Corporate Governance
  • Board of Directors and Audit & Supervisory Board Members

Data  [514KB]

  • Financial Summary
  • Non-Financial Summary / Major External Evaluations
  • Global Instant Noodle Market Data
  • Company and Stock Information
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