• (1) The Board of Directors shall be composed of Directors including a number of Outside Directors and, in accordance with laws, regulations and the Company’s Articles of Incorporation, as well as internal rules including the Regulations of the Board of Directors, decide on important matters, supervise the execution of duties by the Directors, and ensure proper business operations by the Group.
• (2) The Company shall adopt a Corporate Officer System, under which the execution of duties by Directors and duties and authorities related to execution of business are clearly separated. Corporate Officers nominated by the Board of Directors shall be entrusted with responsibilities and delegated with the authority to execute business operations, which they must carry out while exercising the care of a diligent manager pursuant to the entrustment agreement concluded with the Company.To clarify the management responsibility structure, a Corporate Officer in charge of each subsidiary will be appointed from among the corporate officers of the Company.
• (3) Audit & Supervisory Board Members shall be responsible for auditing the execution of duties by Directors, and for monitoring and verifying the status of execution of business by Corporate Officers as well as the status of supervision by the Board of Directors of the business execution by the Corporate Officers.
• (4) Internal audit division, under the direct control of the Representative Director and President and independent from other lines of business execution, shall audit the execution of business by Corporate Officers, the management of loss risks, and the appropriateness of business operations within the Group. The internal audit division shall report the results of their audits to the Representative Director and President, the Board of Directors, and the Audit & Supervisory Board.

• (1) We shall establish The Nisshin OilliO Group Code of Conduct based on our corporate philosophy and core commitment, which we will strive to disseminate across the Group.
• (2) Basic compliance that the Company’s Directors should observe, penalties for violations, and other matters will be stipulated in the Regulations on Ethics for Directors.
• (3) Directors, Corporate Officers, and employees of the Group shall not yield to anti‐social forces, but confront them resolutely.
• (4) The Corporate Ethics Committee established by the Company’s Board of Directors shall be responsible for the overall management of the Groupʼs corporate ethics initiatives and collaborate with corporate legal counselors and others as necessary.
• (5) The Company shall establish a Corporate Ethics Hotline, through which we will receive whistleblower reports including from subsidiaries. Received whistleblower reports will be discussed in the Corporate Ethics Committee, and efforts will be made to prevent any reoccurrence.
• (6) The Company’s legal affairs division shall be responsible for implementing initiatives to enhance awareness of compliance across the Group.

• (1) The Risk Management Committee established by the Board of Directors shall be responsible for risk management within the Group. The Committee shall serve as the Group’s core organization in handling risk management issues. In addition, the Committee shall establish emergency arrangements and respond to crises should any arise.
• (2) Risk management of the Group’s investment and financing projects shall be conducted in accordance with the Regulations on Investments and Loans.
• (3) The Group shall establish and continuously strive to update management systems such as committees, departments, and regulations to respond to a wide range of risks.
• (4) The Company’s general managers of departments and representatives of subsidiaries shall be responsible for detecting occurrences of material issues such as matters related to non‐compliance with laws, regulations, and other compliance requirements, incidents/accidents/disasters/quality assurance issues, matters that may cause significant damage to the Group, and matters that could escalate to litigations or actions, and promptly reporting such facts to the Company’s Corporate Officer in charge, to the departments concerned in light of the surfaced facts, and the corporate planning division.

• (1) Execution of duties within the Group shall be conducted appropriately and efficiently by way of decisionmaking in accordance with internal rules such as the Regulations of the Board of Directors, and rules regarding authority.
• (2) In accordance with the Regulations for the Operation of the Board of Corporate Officers, the Company’s Board of Corporate Officers shall be responsible for decision‐making on important matters and reporting and verifying the status of business execution within the scope of authority entrusted to them by the Board of Directors.
• (3) The Company’s Board of Directors and the Board of Corporate Officers shall establish various deliberation committees, etc. in order to enhance the efficiency of execution of duties by Directors and execution of business by Corporate Officers.
• (4) The responsible Corporate Officers of the Company shall provide guidance and supervision for the proper execution of business operations by subsidiaries. In addition, the Company shall establish a department engaging in the overall management of subsidiaries through which it shall comprehensively evaluate strategies as a corporate group and the appropriateness of subsidiary operations.
• (5) The Company shall establish targets, budget allocation and other matters related to each Company division and subsidiary in the annual Group management plan of each fiscal year. Corporate Officers in charge of each Company division and subsidiary shall be responsible for achieving the targets of each Company division and subsidiary comprising the Group management plan.
• (6) The Company’s corporate planning division and financial division shall be responsible for establishing, and implementing improvements on a timely basis to, management systems for monitoring the progress against the Group’s management plan and profit and loss plan.

• (1) From the perspective of establishing a system that facilitates mutual verification of the performance of Directorsʼ duties, we shall review and revise the Regulations of the Board of Directors, its operating standards, the document management regulations, and so on.
• (2) We shall strive to enhance the convenience of information gathering by Outside Directors and Outside Audit & Supervisory Board Members, including access to internal material information.

• (1) Basic matters of the management, guidance and supervision provided to subsidiaries by the Company shall be stipulated in the Regulations for Management of Affiliated Companies. The Company shall require subsidiaries to provide periodical reports on material information such as their business performance and financial situation in accordance with the Regulations.
• (2) We shall dispatch part‐time directors to subsidiaries from the parent company. Part‐time directors shall supervise the business execution of subsidiaries to realize both the development of the subsidiaries as independent companies, as well as maximization of their corporate value in the consolidated management of the Group. In addition, regarding domestic subsidiaries in Japan, part‐time statutory auditors shall be appointed by the parent company and, even in cases where it is possible for the subsidiary concerned to limit the scope of audit, authority to audit operations shall nevertheless be granted to such appointed part‐time statutory auditors.
• (3) In the case of occurrence at a subsidiary of material issues such as matters related to non‐compliance with laws, regulations and other compliance requirements, incidents/accidents/disasters/quality assurance issues, matters that may cause significant damage to the Group, and matters that could escalate to claims and actions, directors/statutory auditors/employees of such subsidiary shall be responsible for promptly reporting such fact to the Corporate Officer in charge of the relevant subsidiary.

• (1) We shall continuously strive to establish, operate, assess and improve the internal control necessary to ensure the appropriateness of the Group’s financial reporting in accordance with the Regulations Regarding Internal Control Pertaining to Financial Reporting.
• (2) As a general rule, accounting audits of overseas subsidiaries shall be commissioned to member firms in the Company’s Accounting Auditor network.

• (a) Matters related to employees assisting with the duties of Audit & Supervisory Board Members
  • (1) The basic policy of the Company with regard to assistance with the duties of Audit & Supervisory Board Members shall be to assign dedicated employees. We shall take due care to ensure independence of such dedicated employees from Directors and Corporate Officers with regard to job transfers and appraisals.
  • (2) Notwithstanding the provisions of the preceding item, employees who are assigned to assist with the duties of Audit & Supervisory Board Members concurrently with other work shall give priority to any instructions and orders they may receive from Audit & Supervisory Board Members unless there is a particular reason not to do so.

• (b) Reporting system to Audit & Supervisory Board Members
  • (1) Audit & Supervisory Board Members shall be allowed to attend important management meetings and peruse documents involving material decision‐making.
  • (2) In the case of occurrence of material issues such as matters related to non‐compliance with laws, regulations and other compliance requirements, incidents/accidents/disasters/quality assurance issues, matters that may cause significant damage to the Group, and matters that could escalate to litigations or actions, Directors/Corporate Officers/employees shall be responsible for promptly reporting such fact to Audit & Supervisory Board Members.
  • (3) In the case of occurrence of material issues set forth in the preceding item at a subsidiary, the Corporate Officer in charge of the subsidiary shall be responsible for promptly reporting the fact to Audit & Supervisory Board Members.
  • (4) Directors and employees of subsidiaries shall also be obligated to promptly provide an appropriate report in the case of receiving a request from an Audit & Supervisory Board Member of the Company on matters related to business execution.
  • (5) The department in charge of the Corporate Ethics Hotline shall be responsible for reporting the contents of whistleblower reports to Audit & Supervisory Board Members.
  • (6) The Company shall prohibit disadvantageous treatment of the Group’s Directors, Corporate Officers and employees who reported to the Group’s Audit & Supervisory Board Members and statutory auditors, on the grounds of having made such a report, and will disseminate this policy across all Directors, Corporate Officers and employees.

• (c) Other
  • (1) The Company shall allocate a budget annually in accordance with the audit plan to cover expenses to be incurred in the execution of duties by the Audit & Supervisory Board Members.
  • (2) In case an Audit & Supervisory Board Member requests advance payment of expenses, etc. in connection with the execution of duties pursuant to the Companies Act, the Company shall promptly settle such expenses or claims subject to the request, unless deemed unnecessary for the execution of duties of the relevant Audit & Supervisory Board Member.
  • (3) The Company shall establish regulations to ensure the following: 1) Administrative divsion such as the corporate planning division shall cooperate with audits conducted by Audit & Supervisory Board Members; and 2) Directors, Corporate Officers, and employees in important positions shall promptly respond to inquiries, etc. from Audit & Supervisory Board Members.
  • (4) The Representative Director and President shall hold separate regular meetings with the Audit & Supervisory Board Members and the Accounting Auditor to exchange opinions.

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
Revised June 21, 2024