Corporate governance

The status of our company's corporate governance is as follows.

Basic way of thinking

In order to contribute to society and meet the expectations of our stakeholders by increasing our corporate value, we strive to thoroughly implement corporate governance based on improving management transparency and efficiency. In addition, as a mechanism for ensuring that corporate governance functions effectively, we have established the Nissin Charter of Corporate Behavior as a concrete guideline for not only complying with domestic and international laws and regulations but also acting in accordance with corporate ethics. We are promoting compliance activities as stated above.

Click here for the corporate governance report submitted to the Tokyo Stock Exchange.

System overview

From the perspective of further enhancing corporate governance by strengthening the supervisory function of the Board of Directors, the Company is conducting audits in order to improve corporate value over the medium to long term by utilizing the functions of outside directors who do not personally execute business. We have selected a company with committees.

Governance system diagram
Governance system diagram

Board of directors

The Board of Directors consists of seven directors (excluding those who are audit and supervisory committee members) and three audit and supervisory committee members. In addition to meeting regularly once a month, the Board of Directors also holds extraordinary meetings as necessary to decide on important business operations based on matters stipulated by laws and regulations and the agenda criteria set forth in the Board of Directors Regulations. The Board also resolves Medium-Term Business Plan and budgets for each fiscal year, determines specific measures and efficient business execution systems for each division, manages progress toward achieving goals, and requires each division to regularly report its status to the Board of Directors.

Audit and Supervisory Committee

The Audit and Supervisory Committee is composed of three outside directors who are members of the Audit and Supervisory Committee.The Audit and Supervisory Committee is comprised of three outside directors who are members of the Audit and Supervisory Committee. The committee receives reports and audits and supervises decision-making and business execution.

Nomination and Remuneration Committee

The Nomination and Compensation Committee is comprised of three internal directors and four outside directors, and, in response to consultation from the Board of Directors, appoints and dismisses directors (excluding audit and supervisory committee members), promotes and demotes executive officers, and appoints outside directors. Deliberates on matters related to independence standards, remuneration of directors (excluding audit and supervisory committee members), succession plans for senior management and directors, basic policies, rules and procedures necessary to resolve these matters, and We are reporting to the council.

Management meeting

The Management Committee is comprised of directors with representative rights and executive officers with specific titles, and meets once a week to deliberate in advance on important matters and to make resolutions on important matters that do not require resolution by the Board of Directors.

Compliance committee

The Compliance Committee is chaired by the president and meets from time to time to promote company-wide legal compliance and prevent violations.

Internal Control Evaluation Committee

The Internal Control Evaluation Committee is chaired by the president, and is comprised of directors with representative authority and executive officers with specific titles, and deliberates on important matters related to the internal control reporting system. The Internal Control Evaluation Committee has a system in place to report to the Board of Directors regarding corrective measures and other important matters related to internal control if deficiencies in internal control are discovered.

Sustainability Committee

The Sustainability Committee is chaired by the president and consists of members nominated by the chairperson. As an advisory body to the Management Committee, it deliberates on evaluation, identification, and management of risks and opportunities related to sustainability, the setting of related indicators and targets, countermeasures, etc., and reports to the Management Committee.

Risk management committee

The Risk Management Committee, chaired by the executive officer in charge of risk management, identifies risks that have a significant impact on management from a company-wide perspective and identifies important risks. Identified material risks are recognized as material risks for the Group after discussion and approval by the Management Committee and the Board of Directors, and countermeasures are implemented.

Executive compensation

From April 2021, we will review our executive compensation system and introduce restricted stock with the aim of providing incentives for sustainable improvement of our corporate value and further sharing value with our shareholders. We have introduced a reward system. As a result, remuneration for directors (excluding those who are audit and supervisory committee members) consists of basic remuneration as fixed remuneration, bonuses as variable remuneration to increase motivation to contribute to improving business performance, and restricted stock remuneration. I am. As a target level, the ratio of these compensations is approximately 7: basic compensation: 2: bonuses as variable compensation: 1: stock compensation.

Appointment of outside directors

The Company has appointed multiple independent outside directors in order to further strengthen the management oversight function regarding decision-making by the Board of Directors and the execution of duties by directors.

Evaluation of the effectiveness of the board of directors

Once a year, the Company conducts a questionnaire survey and self-assessment of each director regarding the functions and operating methods of the Board of Directors, and confirms that effectiveness is sufficiently ensured. Additionally, based on the results of the responses, we discuss issues and their responses, and strive to improve the effectiveness of the Board of Directors.

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