Corporate Governance
Basic Philosophy of Corporate Governance
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
NISSIN FOODS Group recognizes enhanced and strengthened corporate governance as one of the top priorities for
management and strives for highly objective and transparent management.
The Company has adopted the structure of a company with an Audit & Supervisory Board and elects Outside
Directors and Outside Audit & Supervisory Board Members who monitor and supervise execution of the Company’s
business operation from an independent and fair standpoint and has introduced an executive officers system to
build mechanism allowing prompt execution of business operations.
Matters Relating to the Board of Directors
Effectiveness Evaluation
The Company confirms whether the Board of Directors is fulfilling its role in realizing the sustainable growth of the Group and improving corporate value over the medium- to long-term and evaluates its effectiveness annually to enhance the effectiveness of the Board of Directors.
The evaluation method has been determined based on the deliberations of the Management Advisory Committee and the Board of Directors. In FY2024, continuous from the previous fiscal year, a third-party evaluation was conducted based on a survey and the outcome of discussions by the Management Advisory Committee.
The deliberations resulted in a positive assessment of measures by the Board of Directors including engaging officers with diverse perspectives and enabling open and frank discussions, steady work of activities by the relevant office to improve issues pointed out in the previous Board of Directors effectiveness assessment. The Board of Directors was evaluated as functioning effectively.
Training of 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 Group’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.
Skill Matrix
| Name | Positions and responsibilities | Independence | Skill | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Corporate management | Brand strategy | Food tech | Sustainability | Structural reform | Finance and accounting | Risks and legal affairs | |||
| Koki Ando | President & Representative Director, CEO (Chief Executive Officer) | - | ○ | ○ | ○ | ○ | - | - | - |
| Noritaka Ando | Executive Vice President & Representative Director, COO (Chief Operating Officer) | - | ○ | ○ | ○ | - | ○ | - | - |
| Mitsuru Tanaka | Director, CDO (Chief Development Officer), Head of Institute, and Managing Executive Officer | - | - | - | ○ | ○ | ○ | - | - |
| Ken Kobayashi | Outside Director | - | ○ | - | - | ○ | - | - | ○ |
| Masahiro Okafuji | Outside Director | - | ○ | ○ | - | - | - | - | ○ |
| Masato Mizuno | Outside Director | ○ | ○ | ○ | - | ○ | - | - | - |
| Eietsu Sakuraba | Outside Director | ○ | - | - | ○ | ○ | - | - | - |
| Yuka Ogasawara | Outside Director | ○ | - | - | - | ○ | - | ○ | - |
| Keiko Yamaguchi | Outside Director | ○ | ○ | - | - | - | - | ○ | - |
| Kumiko Shimamoto | Outside Director | ○ | - | ○ | - | - | ○ | - | - |
| Masahiko Sawai | Audit & Supervisory Board Member (Full-time) | - | - | - | - | - | - | ○ | - |
| Akihiro Hashimoto | Outside Audit & Supervisory Board Member (Full-time) | ○ | - | - | - | - | - | ○ | ○ |
| Ayumi Michi | Outside Audit & Supervisory Board Member | ○ | - | - | - | - | - | - | ○ |
Details of each skill and reasons for selection
| Skill | Details and reasons for selection | |
|---|---|---|
| Corporate management | Deep knowledge, abundant experience and achievements in overall corporate management are essential to adapt with resilience to uncertainties in the business environment and achieve sustainable growth over the medium to long term requires. | |
| Brand strategy | Expertise and practical experience in brand strategy and marketing are essential to strengthen the core value of a global brand such as CUP NOODLES, enhance competitiveness in domestic and overseas markets, and achieve sustained earnings growth. | |
| Food tech | Expertise and practical experiences that can drive innovation at the forefront of food tech are essential to improve the Company’s technological capabilities, stably supply high-quality products utilizing advanced technologies, and create new food cultures and businesses as “FUTURE FOOD CREATOR.” | |
| Sustainability | In-depth knowledge and experience in sustainability are essential to promote CSV management to achieve visions and for sustainable growth, use efficient resources and press ahead with EARTH FOOD CHALLENGE 2030 to tackle climate-change issues. | |
| Structural reform | Human resources and organizations | Deep knowledge and practical experience in human and organizational areas are essential to develop innovative organizations that drive strategic execution and the creation of new food cultures, and develop and promote the Company’s own transformation roadmap. |
| DX | With digital environment changing rapidly, extensive knowledge and practical experience are essential to promote the company-wide activity theme NBX (NISSIN Business Transformation) aiming to transform the business model itself not limited to pure digitalization. | |
| Finance and accounting | Expertise and practical experience in the financial and accounting are essential to have in place accurate financial reporting, build a strong financial base, actualize growth investments contributing to sustainable enhancement of corporate value, and enhance shareholder returns. | |
| Risks and legal affairs | Establishing an appropriate governance system is essential to continuously increase corporate value. Sophisticated knowledge and broad experience in risk management, corporate governance, and law are essential to realize a stable supply of food, which is our mission. | |
* While we believe that all of these skills are important to the Company’s management, we have also taken into account the order of priority among them in the order in which they are listed.