• (1) The Board of Directors shall be comprised to include multiple outside directors.
• (2) The Company shall adopt an executive officer system to clearly distinguish between the duties of directors and duties and authorities related to business execution.
• (3) An Internal Audit Department shall be established to monitor business execution by executive officers.
• (4) Audit & Supervisory Board members shall audit the status of business execution by executive officers, the status of business execution of executive officers by the Board of Directors, and the status of audits conducted by the Internal Audit Department.
• (5) The Management Sustainability Committee, established by the Board of Directors, is responsible for formulating basic policies to realize the sustainable growth of the Group and the sustainable development of society, as well as deliberating on important issues to realize the Company's long-term vision.
• (6) The Council of Outside Directors and Outside Audit & Supervisory Board Members established by the Board of Directors shall exchange information and opinions on the Company's management issues and other matters from the standpoint of highly independent outside directors and outside auditors in order to realize management strategies.
• (7) The Corporate Ethics Committee established by the Board of Directors shall conduct overall management of the entire Group's initiatives related to corporate ethics, and collaborate with legal counselors and others as necessary.
• (8) Regulations on Ethics for the Board of Directors shall be stipulated to form the basis of compliance for directors to observe and for disciplinary punishments, etc. for violations.
• (9) The Credo of The Nisshin OilliO Group has been formulated based on The Nisshin OilliO Group's Philosophy and The Nisshin OilliO Group's Core Promise, and efforts shall be made to disseminate this throughout the Group.
• (10) The Nisshin OilliO Group's directors, executive officers and employees shall never yield to anti-social forces and shall resolutely oppose them.
• (11) A corporate ethics hotline has been established to accept reports, including from subsidiaries, and the Corporate Ethics Committee shall deliberate on the reports it receives and strive to prevent recurrences.
• (12) A compliance program is formulated each fiscal year, and the Legal Affairs Department shall take measures to disseminate compliance throughout the Group.

• (1) The Risk Management Committee established by the Board of Directors governs risk management for The Nisshin OilliO Group. The committee takes an inventory of risks, creates a risk map and identifies the departments responsible for taking charge of addressing important risks.
• (2) The Nisshin OilliO Group conducts risk management by running the PDCA cycle (plan, do, check, act) for important risks.
• (3) The Risk Management Committee has set up an emergency system to use in the event of a risk emerging to respond to crises.
• (4) Important investment and financing projects such as capital investment, M&A, and business restructuring, including those related to subsidiaries, shall be submitted to the Investment and Financing Committee which was established by the Board of Directors for deliberation in accordance with the Regulations on Investments and Loans.
• (5) The Nisshin OilliO Group shall constantly review its regulations on accounting, credit management, information security management and other rules on a daily basis, and revise or establish new regulations as necessary.
• (6) The Internal Audit Department shall audit the status of compliance with regulations related to duties.
• (7) In the event of a dispute, or an event with a high risk of developing into a dispute, department general managers or representatives of a subsidiary shall be responsible for promptly reporting the matter to the Corporate Planning Department and other administrative departments, and to the department in charge.

• (1) An executive officer system shall be adopted to energize discussion about important matters among directors and enable rapid and flexible decision-making.
• (2) The Executive Board shall make decisions on important matters within the scope of authority delegated by the Board of Directors, and report and confirm the status of business execution in accordance with the operating regulations for executive officers.
• (3) The Business Strategy Meeting shall enhance the certainty of business execution through deliberation of business strategy issues for the realization of the Mid-term Management Plan.
• (4) The Board of Directors and Executive Board shall establish various types of deliberation committees, etc. to raise the efficiency of the execution of duties by directors and executive officers.
• (5) Targets, budget allocations, etc. shall be stipulated for each department and subsidiary under the Group's medium-term management plan for each fiscal year.
• (6) Executive officers responsible for each department or subsidiary shall be charged with achieving the targets for each department or subsidiary detailed in The Nisshin OilliO Group's medium-term management plan.
• (7) The Corporate Planning Department and Financial Department shall build a management system to control progress of The Nisshin OilliO Group's medium-term management plan and income plan, and make timely improvements.
• (8) The Nisshin OilliO Group shall execute duties in a proper and efficient manner through decision-making and authority of duty rules based on Regulations for the Board of Directors and other internal regulations.

• (1) Regulations for the Board of Directors, Operation Standards for the Board of Directors, Regulations for Document Management and other regulations shall be reviewed or established from the perspective of ensuring a system that enables members of the Board of Directors to mutually confirm the status of their execution of duties.
• (2) Electromagnetic methods shall be proactively used and efforts made to enhance convenience for the collection of information by outside directors and outside Audit & Supervisory Board members.

• (1) Emphasis shall be on reliable financial reporting, and internal controls shall be established, operated, evaluated and improved continuously based on the Internal Controls over Financial Reporting Regulations.

• (1) The Company shall stipulate basic matters related to the management, guidance and training of subsidiaries in the Regulations for Management of Affiliated Companies. In accordance with those regulations, the Company shall ensure subsidiaries report periodically on operating results, financial condition and other important information. In the event of any matter that may cause significant damage to the Company or a compliance-related issue such as violation of laws or regulations, a director, Audit & Supervisory Board member or employee of the subsidiary shall promptly report the matter to the executive officer responsible for the subsidiary.
• (2) The Company shall designate a department responsible for the overall management of subsidiaries to comprehensively evaluate the appropriateness of operations of subsidiaries as a strategy for the corporate group.
• (3) The Company shall appoint executive officers responsible for each of its subsidiaries and clarify the structure of management responsibility. Directors responsible for subsidiaries shall provide guidance on appropriate execution of duties.
• (4) A parent company shall appoint part-time directors for subsidiaries. Part-time directors shall supervise the execution of duties to realize both the development of the subsidiary as an independent company and to maximize corporate value in consolidated management.
• (5) The Company's Internal Audit Department shall periodically conduct internal audits of subsidiaries.
• (6) A parent company shall appoint part-time Audit & Supervisory Board members for subsidiaries, and authority to audit operations shall be granted, even if the scope of the audit is limited.
• (7) Accounting audits for overseas subsidiaries shall in principle be entrusted to the local corporate auditing group to which the Company's Audit & Supervisory Board member belongs, and guidelines shall be stipulated for specific handling.

• (1) The basic policy states assisting Audit & Supervisory Board members in their duties shall be handled in close cooperation with the Internal Audit Department, and necessary steps shall be taken to augment the Internal Audit Department.
• (2) Regardless of the previous item, if such employees are necessary, they shall be assigned, and consideration shall be given to ensuring their independence from directors and executive officers regarding transfers, performance evaluations, etc.
• (3) Those assisting Audit & Supervisory Board members on a concurrent basis are obliged to give priority to any command or order from an Audit & Supervisory Board member unless there is a particular reason not to do so.

• (1) Audit & Supervisory Board members may attend important management meetings and inspect documents regarding important decision-making.
• (2) Directors, executive officers and employees may report to Audit & Supervisory Board members about items that may cause significant damage to companies, or that threaten to do so, or the occurrence of a compliance-related situation that violates laws and regulations, etc.
• (3) In the event of a situation as mentioned in the previous item occurring at a subsidiary, the executive officer responsible for that subsidiary shall report the matter to an Audit & Supervisory Board member.
• (4) Directors and employees of subsidiaries shall also promptly make appropriate reports on matters regarding the execution of duties if requested by Audit & Supervisory Board members.
• (5) The department responsible for the Corporate Ethics Hotline shall report to Audit & Supervisory Board members on the details of reports received.

• (1) The Nisshin OilliO Group prohibits any disadvantageous treatment of directors, executive officers or employees for having made a report, and rigorously ensures that Nisshin OilliO Group directors, executive officers and employees are aware of this prohibition.

• (1) In the event of an Audit & Supervisory Board member seeking prepayment of expenses, etc., as provided for in the Companies Act in connection with the execution of duties, the Company shall promptly dispose of such expenses or debts, unless they are deemed to be unnecessary for the execution of the duties of the Audit & Supervisory Board member.
• (2) A budget shall be set up each year for expenses incurred in the execution of duties by Audit & Supervisory Board members in accordance with auditing plans.

• (1) Provision shall be made for administrative departments including the Corporate Planning Department to cooperate with Audit & Supervisory Board audits, and for directors, executive directors and employees to provide timely responses to questions, etc. from Audit & Supervisory Board members.
• (2) The president shall hold periodic exchanges of opinion with Audit & Supervisory Board members and corporate auditors.

End

Enacted/Enforced April 28, 2006
Revised December 26, 2008
Revised January 1, 2011
Revised June 28, 2011
Revised October 1, 2011
Revised August 7, 2012
Revised April 1, 2013
Revised March 20, 2014
Revised June 25, 2014
Revised May 11, 2015
Revised June 27, 2019
Revised June 23, 2020
Revised June 29, 2021
Revised June 23, 2023