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Corporate Governance

The Nisshin OilliO Group continually provides value recognized by markets and customers for placing the highest priority on food safety, and intends to remain a corporate group trusted by all stakeholders. Our basic stance toward corporate governance is to establish a management structure in line with this policy, and to implement the measures necessary for it.

We consider corporate governance to be one of our most important management issues.

Corporate Governance System of the Nisshin OilliO Group
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Board of Directors

The Board of Directors comprises 9 directors (3 of whom are outside directors).

Executive Board

We have adopted the Corporate Officer System, in order to implement quick decision-making that responds quickly to enviromental changes. Corporate officers are given authority for business execution by the Board of Directors, and in accordance with the management plan and policies of the Board of Directors, execute business operations under the supervision of the director in charge.

Nomination Advisory Committee

The Nomination Advisory Committee discusses the candidates for directors, evaluates them, and determines the draft, which act as advisory bodies to the Board of Directors. This committee comprises 4 members, President & Representative Director as the chairperson, 3 outside directors.

Compensation Advisory Committee

The Compensation Advisory Committee verifys the compensation structure of directors and deliberates on compensation details, which act as advisory bodies to the Board of Directors. This committee comprises 6 members, President & Representative Director as the chairperson, 3 outside directors and 2 outside Audit & Supervisory Board members.

Sustainability Committee

We established the Sustainability Committee to spearhead business activities leveraged by our unique style of CSV (creating shared value). Through these efforts, we strive to realize sustainability, which means sustainable growth of the Group and sustainable development of society.

Compliance and Risk Management Structure

For our compliance and risk management structure, we have established various committees including the Corporate Ethics Committee and Risk Management Committee, which act as advisory bodies to the Board of Directors. These committees work with corporate legal counselors and other advisors as necessary to provide findings from an expert perspective.

The Internal Audit Department

The Internal Audit Department conducts internal audits to ensure that business operations are conducted in a healthy and appropriate manner from a corporate governance and compliance standpoint.

Audit & Supervisory Board

The Audit & Supervisory Board comprises 4 Audit & Supervisory Board members (two of whom are outside Audit & Supervisory Board members). The members conduct audits of directors' execution of duties and corporate officers' execution of business, in accordance with the auditing policies, audit plan and division of responsibilities established by the Audit & Supervisory Board. They attend meetings of the Board of Directors and other important meetings, and review the status of business operations and finances.

The members maintain close ties with the accounting auditor and the Internal Audit Department, and exchange opinions and information to provide for effective and efficient auditing.

Staff members are assigned to supporting Audit & Supervisory Board members in order to enhance and strengthen the auditing function, and to assist them in the performance of their audits.

Compliance Structure

We have formulated the "the Credo of The Nisshin OilliO Group", outlining the standards for all directors and employees to observe in the conduct of business, based on the Company's management principles and core promise, and have disseminated them throughout the organization.

A corporate ethics hotline has been established for the Company to receive reports of violations. Reported violations are reviewed by the Corporate Ethics Committee, and measures taken to prevent a reoccurrence.