Corporate Governance

The Nisshin OilliO Group seeks to continually serve as a corporate group that helps give rise to sustainability while earning the trust of its stakeholders, and under its Corporate Philosophy has accordingly cited its aim of contributing to the development of people, society and the economy by maximizing its corporate value. Meanwhile, The Nisshin OilliO Group Vision 2030 contains strategic guidelines and the Corporate Vision towards 2030 with the aim of achieving growth by creating shared value with society, and accordingly establishes priorities (Our Priorities) for addressing social issues and creating value.
On this basis, The Nisshin OilliO Group will strive to develop positive relationships and build trust with its stakeholders, while enhancing its corporate governance.

<Corporate Vision towards 2030> Our objective is to co-create new food functions, leveraging “The Natural Power of Plants” and the strengths obtained from mastering oils and fats. We shall strive to generate diverse values and deliver “energy for living” to everyone.

Corporate Governance and Internal Control System

Notes:

1. The standing Audit & Supervisory Board Members attend meetings of the Management Sustainability Committee, Risk Management Committee and Business Strategy Meeting as observers.
2. Aside from the above, a meeting body has been organized to secure the effectiveness of auditing, though activities such as 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 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 management 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 who serves as the chairperson 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 who serves as the chairperson, three outside directors and two outside Audit & Supervisory Board members.

Management Sustainability Committee

The Management Sustainability Committee, established by the Board of Directors, is responsible for formulating basic policies to realize the sustainable growth of the Group and the sustainable development of society, as well as deliberating on important issues to realize the Company's long-term vision.

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 auditors 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 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 support 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

Under our compliance structure, we have outlined standards for all officers and employees to observe when conducting business in the Credo of The Nisshin OilliO Group, established the Corporate Ethics Committee and set up a corporate ethics hotline to ensure thorough compliance.

Compliance Structure

Corporate Governance Report

The Corporate Governance Report filed with the Tokyo Stock Exchange is available through the link below.

Corporate Governance Report (December 27, 2023) [PDF: 716 KB]

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