Nisshin OilliO "Natural Power of Plants"

Corporate Governance Structure

Corporate Governance Structure

1. Standing Audit & Supervisory Board members attend meetings of the Risk Management Committee, the Internal Control Committee, and the Management Council as observers.

2. Aside from the above, a meeting body has been organized to ensure the effectiveness of auditing through regular information exchange and sharing between standing Audit & Supervisory Board members and corporate staff divisions.

Basic Policy on Internal Control Pursuant to the Companies Act

The corporate governance structure is presented in the Basic Policy on Internal Control Pursuant to the Companies Act.

Note: Information on the status of internal control systems is available here.

Board of Directors

The Board of Directors comprises nine directors (three of whom are outside directors).

Survey Report on the Evaluation of the Effectiveness of the Board of Directors is available here.

Executive Board

We have established the Executive Board in order to implement prompt decision-making to swiftly address environmental changes. Our corporate officers are assigned authority for business execution by the Board of Directors and execute business operations under the supervision of the director in charge in accordance with business plans and policies of the Board of Directors.

Nomination Advisory Committee

The Nomination Advisory Committee evaluates and deliberates on director candidates, makes decisions on drafting proposals, and accordingly reports such matters to the Board of Directors. This committee comprises four members consisting of the President and Representative Director and three outside directors.

Compensation Advisory Committee

The Compensation Advisory Committee verifies the compensation structure of directors, deliberates on compensation details, and accordingly reports such matters to the Board of Directors. This committee comprises six members consisting of the President and Representative Director, three outside directors, and two outside Audit & Supervisory Board members.

Management Council

The Management Council, a deliberation body for the execution of business, deliberates on issues of business strategies for achieving the medium-term business plan, in order to formulate basic policies to realize the sustainable growth of the Group and the sustainable development of society, deliberate on material issues to realize the Group's long-term vision, and enhance the accuracy of business execution.

Council of Outside Directors and Outside Audit & Supervisory Board Members

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 Audit & Supervisory Board members in order to realize management strategies.

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.

Internal Audit Department

The Internal Audit Department regularly audits the business execution of respective divisions and subsidiaries of The Nisshin OilliO Group and accordingly reports findings of such audits directly to the President and Representative Director.

Audit & Supervisory Board

The Audit & Supervisory Board comprises four Audit & Supervisory Board members (two of whom are outside Audit & Supervisory Board members). The members conduct audits of the execution of duties by directors and corporate officers in accordance with the auditing policies, audit plan, and delegation of responsibilities established by the Audit & Supervisory Board. They attend meetings of the Board of Directors and other key meetings and review the status of business operations and assets. 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 support Audit & Supervisory Board members in order to enhance and strengthen the auditing function and to assist them in the performance of their audits.

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