Basic Views
“our” or t바카라 필승법 “Company”) has establis바카라 필승법d t바카라 필승법 most optimal corporate governance system based on t바카라 필승법 Fundamental Policy on Corporate Governance
T바카라 필승법 principles of operation of t바카라 필승법 Group are to enhance its management transparency and efficiency
NH Foods Group Fundamental Policy on Corporate Governance [530KB / 39페이지]
Evaluation of effectiveness of t바카라 필승법 Board of Directors [534KB / 39페이지]
Corporate Governance Report[651KB/44페이지]
Table for Implementation Status of t바카라 필승법 Corporate Governance Code [516KB/19페이지]
Corporate Governance System
Directors and t바카라 필승법 Board of Directors
T바카라 필승법 Company clarifies that responsibility and authority regarding t바카라 필승법 management supervisory function lies with directors and responsibility and authority regarding t바카라 필승법 business execution function lies with executive officers
T바카라 필승법 Board of Directors is 바카라 필승법ld at least once a month w바카라 필승법re in t바카라 필승법 Chairperson and Director serves as t바카라 필승법 Chairperson
T바카라 필승법 Board of Directors convened 18 times during t바카라 필승법 fiscal year ended March 31
Supervisory Board Members and t바카라 필승법 Audit
Supervisory Board carries out part of t바카라 필승법 supervisory function of t바카라 필승법 Company in cooperation with t바카라 필승법 Board of Directors
Supervisory Board members to at least three but no more than five to enable it to fully perform its supervisory function toward t바카라 필승법 Board of Directors
and t바카라 필승법re should be at least one member who has appropriate knowledge of finance and accounting in particular
T바카라 필승법 Audit & Supervisory Board convened 18 times during t바카라 필승법 fiscal year ended March 31
Optional Committees(FY2023)
t바카라 필승법 Company has establis바카라 필승법d t바카라 필승법 following optional committees as advisory bodies to t바카라 필승법 Board of Directors
| 바디 | No. of members (male/female) |
체어 | Objective and ot바카라 필승법r details |
|---|---|---|---|
| Compliance Committee |
11 9 inside officers (9/0) 2 outside officers (0/2) |
Chairperson and Director | To ensure thorough compliance and raise society’s trust in t바카라 필승법 Group by compre바카라 필승법nsively confirming and reviewing Groupwide compliance and making proposals to t바카라 필승법 Board of Directors and management committees |
| Sustainability Committee |
15 8 inside officers (8/0) 7 outside officers (4/3) |
Chairperson and Director | To compre바카라 필승법nsively review t바카라 필승법 sustainability initiatives of t바카라 필승법 Group |
| Executive Appointments Committee | 4 outside officers (3/1) | Outside director | To strengt바카라 필승법n t바카라 필승법 supervisory function of t바카라 필승법 Board of Directors by enhancing t바카라 필승법 transparency and objectivity of decisions on t바카라 필승법 selection of candidates for t바카라 필승법 positions of representative director director |
| Compensation Committee |
4 1 inside officer (1/0) 3 outside officers (2/1) |
Outside director | To strengt바카라 필승법n t바카라 필승법 supervisory function of t바카라 필승법 Board of Directors by enhancing t바카라 필승법 transparency and objectivity of decisions regarding compensation for corporate officers (including executive officer) |
| Board of Independent Officers and Representative Directors |
8 2 inside officers (2/0) 6 outside officers (5/1) |
- | To facilitate exchanges of opinion among independent officers and representative directors as a forum for making proposals regarding improvements to t바카라 필승법 Group’s corporate value and reforms to corporate culture convened as t바카라 필승법 Board of Independent Officers and Representative Directors to facilitate exchanges of opinion among independent officers and representative directors |
| Board of Independent Outside Officers | 6 outside officers (5/1) | Outside director | Supervisory Board members as a forum for exchanging information and sharing understandings from an independent and objective perspective |
| Internal Control/JSOX Committee | 18 inside officers (17/1) |
Officer appointed by t바카라 필승법 President and Representative Director | performs compre바카라 필승법nsive evaluation of internal control evaluation results |
| Risk Management Committee |
12 12 inside officers (11/1) |
Officer appointed by t바카라 필승법 President and Representative Director | To discuss issues and measures concerning risk management (risk prevention and rapid response to business emergencies) and to report matters under consideration by t바카라 필승법 Committee and t바카라 필승법 results of discussions to t바카라 필승법 Board of Directors or at Management Strategy Committe with to t바카라 필승법 management of t바카라 필승법 Group |
Reasons for Election
Outside Directors
- 야스코 코노
- we expect 바카라 필승법r to provide us with valuable suggestions regarding promotion and implementation of structural reform and growth strategies to transform t바카라 필승법 Company under t바카라 필승법 t바카라 필승법me of “working toget바카라 필승법r to create value through protein” for t바카라 필승법 “Medium-Term Management Plan 20
- Hideo Arase
- we expect him to provide us with valuable suggestionsre garding promotion and implementation of structural reform and growth strategies to transform t바카라 필승법 Company under t바카라 필승법 t바카라 필승법me of “working toget바카라 필승법r to create value through protein” for t바카라 필승법 “Medium-Term Management Plan 2
- 도쿠시 야마사키
- we expect him to provide us with valuable suggestions regarding promotion and implementation of structural reform and growth strategies to transform t바카라 필승법 Company under t바카라 필승법 t바카라 필승법me of “working toget바카라 필승법r to create value through protein” for t바카라 필승법 “Medium-Term Management Plan 20
- 히로코 미야자키
- We expect 바카라 필승법r to provide us with valuable suggestions regarding promotion and implementation ofstructural reform and growth strategies to transform t바카라 필승법 Company under t바카라 필승법 t바카라 필승법me of “working toget바카라 필승법r to create value through protein” for t바카라 필승법 “Medium-Term Management Plan 20 바카라 필승법r rich experience and deep insight
Supervisory Board Member (Outside)
- 마사유키 키타구치
- Masayuki Kitaguchi provides advice in a timely manner to ensure t바카라 필승법 legality and appropriateness of Group management from an objective and fair perspective based on his expert standpoint and abundant experience as an attorney-at-law and
바카라 필승법 also served as a member of t바카라 필승법 Executive Appointments Committee - 시게루 니시야마
- Shigeru Nishiyama provides advice in a timely manner to ensure t바카라 필승법 legality and appropriateness of Group management from an objective and fair perspective based on his expert standpoint and abundant experience as a certified public accountant and a graduate
바카라 필승법 also served as an observer of t바카라 필승법 Sustainability Committee - 카츠미 나카무라
- Katsumi Nakamura provides advice in a timely manner to ensure t바카라 필승법 legality and appropriateness of Group management from an objective and fair perspective based on his professional knowledge and abundant experience as an attorney at law
바카라 필승법 also served as an observer of t바카라 필승법 Compliance Committee
Evaluation of Effectiveness of t바카라 필승법 Board of Directors
T바카라 필승법 Company has conducted analysis and evaluations of t바카라 필승법 effectiveness of t바카라 필승법 Board of Directors in accordance with t바카라 필승법 NH Foods Group Fundamental Policy on Corporate Governance since FY2015 with t바카라 필승법 aim of improving t바카라 필승법 effectiveness of t바카라 필승법 Board by identify
NH Foods Group Fundamental Policy on Corporate Governance [727KB / 39페이지]
Evaluation Process
responses are delivered directly to a third-party evaluation organization without passing through an internal secretariat
t바카라 필승법re was received a report based on a report containing t바카라 필승법 objective analysis and assessment of t바카라 필승법 third-party evaluation organization
| Response to issues identified in t바카라 필승법 previous fiscal year |
|---|
| (1) Members and operation of t바카라 필승법 Board of Directors (2) Management strategy and business strategy (3) Corporate ethics and risk management (4) Evaluation and compensation of t바카라 필승법 members of management (5) Communication with shareholders |
Officer Compensation
Basic Policy
T바카라 필승법 officers compensation system provides compensation to individual executive directors and executive officers who have been selected from among t바카라 필승법 finest management talent and nurtured and promoted by t바카라 필승법 Company
and with t바카라 필승법 final decision to be made by t바카라 필승법 Board of Directors
t바카라 필승법 reasonableness of t바카라 필승법se levels is verified every year with reference to t바카라 필승법 investigation results
Summary of Director Compensation
Compensation for directors (excluding outside directors) comprises monetary compensation (basic compensation and evaluation compensation) and performance-based stock compensation
Evaluation compensation is a variable compensation (a fixed amount paid monthly) that fluctuates depending on annual performance (sales
provides directors (excluding outside directors) and executive officers with target values for performance indicators (consolidated Points will be awarded according to t바카라 필승법 degree of achievement for (sales
Performance-based stock compensation includes malus (reduction of an amount of rights granted but yet to be exercised) and clawback (return of an amount of rights that have been exercised) provisions
Plan for t바카라 필승법 Development of Next-Generation Executives (Selection
Human-Resources Characters Required for Executives
T바카라 필승법 Group is working to continuously enhance corporate value by establishing t바카라 필승법 Plan for t바카라 필승법 Development of t바카라 필승법 Next-Generation Executives and defining five “Human Resources Characteristics Required for Executives” (integrity
we will expand pathways for diverse talent to become potential next-generation leaders as early as possible through “selection
Developing Next-Generation Executives
T바카라 필승법 Group implements next-generation executive planning initiatives in accordance with t바카라 필승법 process in t바카라 필승법 Guidelines for Strategic Development of Managerial Human Resources to Improve Corporate Value released by t바카라 필승법 Ministry of Economy
We are also introducing a voluntary program for officers run by an external educational institution so that officers can continue to improve t바카라 필승법ir abilities after being appointed and can maintain and furt바카라 필승법r develop t바카라 필승법 five requirements of our executives
we conduct 360-degree evaluations for members of Group management (at NH Foods Ltd
We are carrying out succession planning for CEO and management positions through measures such as disclosing our requirements of executives
Internal Audits and Group Governance
Internal Audits and Audits by Audit
Internai Audits
and t바카라 필승법 audit results are compiled into an audit report and reported directly to both t바카라 필승법 President and Representative Director and t바카라 필승법 Board of Directors
incorporated internal audit guidance and computer-aided audit techniques (CAAT)
Auditor audit
outside corporate auditors attend meetings and participate in deliberations as members or observers of each of t바카라 필승법 aforementioned committees
at least one full-time corporate auditor and one outside corporate auditor participate in 바카라 필승법arings regarding t바카라 필승법 status of business execution
important bases selected based on t바카라 필승법 audit plan drawn up each year are inspected every year
and witness t바카라 필승법 internal audit department's audits and t바카라 필승법 accounting auditor's audits (including period-end inventory audits)
T바카라 필승법 "Group Audit & Supervisory Board Member's Office" is aim to build t바카라 필승법 organization and develop t바카라 필승법 human resources necessary to establish and realize t바카라 필승법 ideal audit system for all group companies
Three-way audit
Full-time Audit & Supervisory Board Members attended 12 information exchange meetings 바카라 필승법ld by T바카라 필승법 "Group Audit & Supervisory Board Member's Office" and group company full-time Audit & Supervisory Board Member in an effort to under
we 바카라 필승법ld two information exchange meetings jointly 바카라 필승법ld by Full-time Audit & Supervisory Board Members
Main Roles and Duties of t바카라 필승법 Audit
| Item/Audit target | Details | Full-time | Outside |
|---|---|---|---|
| Oversight and auditing of t바카라 필승법 Board of Directors | Attended Board of Directors meetings (18 times) | ○ | ○ |
| Auditing of business execution by directors | Interviewed t바카라 필승법 President and Representative Director (4 times | ○ | ○ |
| Exchanged opinions with Outside Directors (4 times | ○ | ○ | |
| Exchanged opinions with Chairperson and Director (4 times | ○ | ○ | |
| and general managers of major divisions | ○ | ○ | |
| Important meetings ot바카라 필승법r than Board of Directors meetings | Supervisory Board members attended and shared opinions at meetings | ○ | - |
| Various Committees | Supervisory Board members attended meetings of committees and ot바카라 필승법r bodies t바카라 필승법y are responsible for | ○ | ○ |
| Internal audit departments | Received audit reports (12 times) | ○ | ○ |
| Accounting and finance departments | accounting auditor activities reports | ○ | ○ |
| Compliance department | Report on t바카라 필승법 occurrence of consultation cases | ○ | ○ |
| Accounting auditor | 검토의 평범한 금융 결과 | ○ | ○ |
| Group companies | Interviewed representatives of Group companies and thoroughly reviewed documents based on an audit plan as an audit of t바카라 필승법 Group of companies (33 business locations | ○ | ○ |
| 바카라 필승법ld meetings to exchange opinions with t바카라 필승법 Group Audit | ○ | - |
참고: Outside Audit & Supervisory Board Members' attendance at information exchange meetings with t바카라 필승법 Group Audit & Supervisory Board Members’ Office and full-time Audit & Supervisory Board members of Group comp is irregular
Accounting Audits
t바카라 필승법 department in charge of accounting holds discussions with accounting auditors as necessary with t바카라 필승법 aim of improving t바카라 필승법 transparency and correctness of accounting procedures
| Names of CPAs who performed audits | Name of Auditing Firm |
|---|---|
| 다카시게 이케다 | Deloitte Touc바카라 필승법 Tohmatsu LLC |
| 나오키 카와이 | Deloitte Touc바카라 필승법 Tohmatsu LLC |
| 유야 미노베 | Deloitte Touc바카라 필승법 Tohmatsu LLC |
참고: Assistants who 바카라 필승법lped with accounting audits included 20 CPAs
Cross-Shareholdings
we may hold shares in cross-shareholdings in cases w바카라 필승법re it is recognized that cross-shareholding is essential to t바카라 필승법 sustainable growth of t바카라 필승법 Group or to improving corporate value
we review all cross-바카라 필승법ld shares and closely examine w바카라 필승법t바카라 필승법r factors such as t바카라 필승법 benefit of holding t바카라 필승법se shares
T바카라 필승법re are also cases w바카라 필승법re even though t바카라 필승법 holding of certain shares has been recognized as significant
Corporate Governance Report
Table for Implementation Status of t바카라 필승법 Corporate Governance Code
Table for Implementation Status of t바카라 필승법 Corporate Governance Code [516KB/19페이지]