Corporate governance

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

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.

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.

The Board of Directors is composed of seven directors (excluding those who are Audit and Supervisory Committee members) and three Audit and Supervisory Committee members. In addition to regular meetings once a month, extraordinary meetings of the Board of Directors are held from time to time as necessary, and important business execution decisions are made based on matters stipulated by law and the criteria for discussion set in the Board of Directors regulations. . In addition, we resolve medium-term management plans and annual budgets, determine specific measures and efficient business execution systems under the jurisdiction of each department, and manage progress toward achieving goals. , and will be required to report to the Board of Directors on a regular basis.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.