Corporate Governance

Working to Enhance Corporate Value
The NH Foods Group strives to enhance compliance and corporate governance to increase overall management transparency and efficiency and boost corporate value. We seek to remain accountable to customers, shareholders, business partners, employees and other stakeholders, and make efforts to be able to earn further trusts thereof.

Policy on Corporate Governance

We have enacted "NH Foods Group Fundamental Policy on Corporate Governance” to present our basic views on corporate governance.

NH Foods Group Fundamental Policy on Corporate Governance

In order to exercise social responsibility of the Group and realize a vision of “The World Leader in Delivering the Joy of Eating”, we continuously strive to enhance our corporate governance system which we consider most appropriate and to function it.

Basic Structure

Management Framework

We limited the Board of Directors to less than 12 members to ensure prompt and proper decision making and minimize the scope of liability of that body, which is responsible for monitoring management. Thus, headquarters departments and respective optional committees, which support the Board of Directors, have been enhanced.
A director's term is one year for the purpose of facilitating annual accountability. The Board of Directors convened 23 times during the fiscal year ended March 31,2018.

Roles of Outside Directors

We appoint more than one outside director to ensure transparency. Outside directors attend regular and special meetings of the Board of Directors, providing objective opinions and advice.

Auditting

We established a monitoring framework comprising Audit & Supervisory Board Member and the Audit & Supervisory Board. In principle, the number of Audit & Supervisory Board Member is five, of whom at least three are external, to ensure proper monitoring.

Basic Policy on Director and Auditor Compensation

We maintain a very transparent, just, and rational compensation system that is designed to attract talented executives who can optimize corporate value in performing their duties as directors and Audit & Supervisory Board Member.
We ensure that director and Audit & Supervisory Board Member compensations are indeed transparent, just, and rational by having the Compensation Committee, whose outside director acts as chairman, to deliberate on these matters, with the Board of Directors resolving them.

Internal Control Functions

Recognizing the importance of cumulative efforts, we strengthen corporate governance through our management framework and through internal controls at our sites and in Group companies.

Compliance

Recognizing compliance as the foundation of corporate management, the NH Foods Group continues to take steps to ensure a thorough understanding of compliance.
To strengthen compliance Groupwide, we have defined clear guidelines for our management policy in, among others, the “Group Action Standards”. In line with these guidelines, we engage in publicity campaigns such as providing compliance training sessions and stage events aiming at promoting compliance awareness, and the effectiveness of such activities is carefully monitored. Central to this effort is the Plan-Do-Check-Act (PDCA) cycle, which is repeated continuously with the aim of firmly establishing the concept of compliance as an essential component of management.
The Compliance Committee, established by NH Foods Ltd. is charged with evaluating the compliance policies and implementation measures of Group companies and offering opinions to the Board of Directors,among others. Compliance promotion committees have been established within individual Group companies and divisions, which are responsible for devising compliance related strategies and promoting compliance awareness.
We have also established multiple compliance consultation desks within the Group and outside firms.
These desks enable any and all employees to consult or report violations on compliance-related issues freely without concern for restrictions of the organization, departments or positions, etc. In addition to contributing to the prompt resolution of problems, these desks provide valuable information that is analyzed and used in the formulation of subsequent proposals for activities to reinforce compliance awareness.

Risk Management

We established the Compliance Department to comprehensively manage the risks that face the entire Group. The Compliance Department cooperates with other relevant departments and promote, in line with the risk management guidelines, to put systems in place for conveying information promptly and accurately and for establishing a quick response in the event that any of the anticipated risks should materialize. The Risk Management Committee is responsible for discussing and deciding on issues and countermeasures pertaining to the promotion of risk management throughout the Group.

Audit Department Functions

The Audit Department, which answers directly to the President, has formulated a mechanism for conducting effective audits and promotes the operation thereof throughout the Group, in cooperation with the departments in charge of monitoring activities and the auditing departments of affiliated companies.Quality-related audits are conducted by the Quality Assurance Department, while environmental audits are conducted by the Corporate Social Responsibility Department.

Corporate Governance System

Corporate Governance Report

Corporate Governance Report

Table for Implementation Status of the Corporate Governance Code

Table for Implementation Status of the Corporate Governance Code