Corporate Governance

Basic approach

With the aim of realizing sustainable growth and maximizing long-term corporate value, our basic views on corporate governance are to (i) develop an efficient management system and clarify management responsibility and (ii) promote management that respects the status of each stakeholder, including shareholders, and makes decisions in a transparent, timely, and appropriate manner.
We recognize that strengthening corporate governance and internal controls are important to "remain as a group in which employees continue to take pride" and "enhance the long-term value of the Group."

Corporate governance structure

Basic structure

• We have adopted a structure that allows the holding company to evaluate and oversee the activities of its operating subsidiaries at all times from the perspective of shareholders.
• Nisshin Seifun Group Inc. has adopted the “Company with an Audit & Supervisory Committee” structure in order to strengthen the ability of the Board of Directors to supervise the execution of business operations and enhance management transparency.
• We have introduced an executive officer system to ensure timely decision-making and business execution.
• We appoint independent Outside Directors with the aim of improving management independence and objectivity.
• In addition to the Board of Directors, which is responsible for decision-making on management policies and other important matters and the supervision of business execution, we have also established the Group Management Meeting, which consists mainly of executive officers, to discuss and exchange information on important matters relating to the business operations of the Group and its operating companies.
• The Group is working to enhance its audit systems, including audits by the Audit & Supervisory Committee, as well as internal audits. The Audit & Supervisory Committee carries out audits with the assistance of the Audit & Supervisory Committee Administration Office. Employees with extensive practical experience and a certain level of seniority are also assigned on a full-time basis to support audits of group companies. We have also established systems for specialized internal audits covering such areas as environmental protection, quality control, and equipment. The Internal Audit Department is part of the holding company and has specialist staff to conduct equipment and safety audits, environmental audits, and quality assurance audits.
• We have established the Social Committee to promote sustainability initiatives. The Social Committee, which is made up of internal directors and other officers, meets three times a year in principle and submits yearly activity reports to the Board of Directors. The Risk Management Committee, which was created to help build and maintain the Group’s risk management system, is chaired by the President of Nisshin Seifun Group Inc. It meets once a year in principle, or as required, and submits yearly progress reports to the Group Management Meeting. We have also established committees in such areas as human resource management, the environment, and health and safety.

Internal control systems

The Group regards internal control systems as mechanisms for the establishment of countermeasures against business risks through the efforts of all members of the organization, including top management. We create and administer extensive Group-wide internal control systems that exceed the requirements of the Financial Instruments and Exchange Act. We continually maintain and enhance these systems, which are monitored by a dedicated organization.

Reports

• Corporate Governance Report