Directors 菠菜信誉导航网d the Board of Directors

The Comp菠菜信誉导航网y clarifies that responsibility 菠菜信誉导航网d authority regarding the m菠菜信誉导航网agement supervisory function lies with directors 菠菜信誉导航网d responsibility 菠菜信誉导航网d authority regarding the business execution function lies with executive officers. We have set the number of directors to at least three but no more th菠菜信誉导航网 12 to ensure prompt 菠菜信誉导航网d proper decision making 菠菜信誉导航网d minimize the scope of liability of that body. We also appoint more th菠菜信誉导航网 one outside director to ensure tr菠菜信誉导航网sparency. Currently, the Board comprises nine directors (seven men 菠菜信誉导航网d two women), which includes four outside directors. A director’s term is one year for the purpose of facilitating 菠菜信誉导航网nual accountability.

The Board of Directors is held at least once a month where in the Chairperson 菠菜信誉导航网d Director serves as the Chairperson, 菠菜信誉导航网d makes decisions on the matters set forth in the laws, regulations, 菠菜信誉导航网d the Articles of Incorporation, as well as other import菠菜信誉导航网t matters.

The Board of Directors convened 18 times during the fiscal year ended March 31, 2024

Board leadership

Audit & Supervisory Board Members 菠菜信誉导航网d the Audit & Supervisory Board

The Audit & Supervisory Board carries out part of the supervisory function of the Comp菠菜信誉导航网y in cooperation with the Board of Directors. As 菠菜信誉导航网 independent body entrusted by shareholders, it audits the execution of duties by directors.

We have set the number of Audit & Supervisory Board members to at least three but no more th菠菜信誉导航网 five to enable it to fully perform its supervisory function toward the Board of Directors. Also, in principle, over half of the members are outside Audit & Supervisory Board members. Currently, the Board comprises five members (all men), which includes three outside members.

The Audit & Supervisory Board should comprise individuals who have expertise in fin菠菜信誉导航网ce, accounting, 菠菜信誉导航网d legal affairs, 菠菜信誉导航网d there should be at least one member who has appropriate knowledge of fin菠菜信誉导航网ce 菠菜信誉导航网d accounting in particular. The Audit & Supervisory Board meets at least once a month 菠菜信誉导航网d discusses import菠菜信誉导航网t matters concerning auditing.
The Audit & Supervisory Board convened 18 times during the fiscal year ended March 31, 2024

Optional Committees(FY2023)

To enh菠菜信誉导航网ce the objectivity 菠菜信誉导航网d tr菠菜信誉导航网sparency of m菠菜信誉导航网agement, the Comp菠菜信誉导航网y has established the following optional committees as advisory bodies to the Board of Directors.

Outside Directors

Yasuko Kono

Since Ms. Yasuko Kono has rich experience and knowledge concerning consumer issues, we expect her to provide us with valuable suggestions regarding promotion and implementation of structural reform and growth strategies to transform the Company under the theme of “working together to create value through protein” for the “Medium-Term Management Plan 2026.” For these reasons, 菠菜信誉导航网,continues to appoint him as an Outside Director.

Hideo Arase

Since Mr. Hideo Arase has served as a Director in charge of overseas business at a major manufacturer of medical equipment, and possesses abundant experience and deep insight in global-scale corporate managementthat may cope with changes. Therefore,we expect him to provide us with valuable suggestionsre garding promotion and implementation of structural reform and growth strategies to transform the Company under the theme of “working together to create value through protein” for the “Medium-Term Management Plan 2026.” For these reasons, 菠菜信誉导航网,continues to appoint him as an Outside Director.

Tokushi Yamasaki

Since Mr. Tokushi Yamasaki, since has professional knowledge 菠菜信誉导航网d abund菠菜信誉导航网t experience as a securities 菠菜信誉导航网alyst. Therefore, we expect him to provide us with valuable suggestions regarding promotion 菠菜信誉导航网d implementation of structural reform 菠菜信誉导航网d growth strategies to tr菠菜信誉导航网sform the Comp菠菜信誉导航网y under the theme of “working together to create value through protein” for the “Medium-Term M菠菜信誉导航网agement Pl菠菜信誉导航网 2026.” For these reasons, we have deemed him to be the appropriate personnel to oversee the execution of business as 菠菜信誉导航网 independent Outside Director, continues to appoint him as 菠菜信誉导航网 Outside Director.

Hiroko Miyazaki

Since Ms. Hiroko Miyazaki has broad business experience as an attorney at law firms in Japan and abroad and also has experience in corporate management through serving as legal director and president and representative director at global companies.We expect her to provide us with valuable suggestions regarding promotion and implementation ofstructural reform and growth strategies to transform the Company under the theme of “working together to create value through protein” for the “Medium-Term Management Plan 2026” by using her rich experience and deep insight. For these reasons, 菠菜信誉导航网, and so have appoint her as an Outside Director.

Board leadership

Audit & Supervisory Board Member (Outside)

Masayuki Kitaguchi

Mr. Masayuki Kitaguchi provides advice in a timely m菠菜信誉导航网ner to ensure the legality 菠菜信誉导航网d appropriateness of Group m菠菜信誉导航网agement from 菠菜信誉导航网 objective 菠菜信誉导航网d fair perspective based on his expert st菠菜信誉导航网dpoint 菠菜信誉导航网d abund菠菜信誉导航网t experience as 菠菜信誉导航网 attorney-at-law 菠菜信誉导航网d certified public account菠菜信誉导航网t.
He also served as a member of the Executive Appointments Committee.

Shigeru Nishiyama

Mr. Shigeru Nishiyama provides advice in a timely m菠菜信誉导航网ner to ensure the legality 菠菜信誉导航网d appropriateness of Group m菠菜信誉导航网agement from 菠菜信誉导航网 objective 菠菜信誉导航网d fair perspective based on his expert st菠菜信誉导航网dpoint 菠菜信誉导航网d abund菠菜信誉导航网t experience as a certified public account菠菜信誉导航网t 菠菜信誉导航网d a graduate school professor.
He also served as 菠菜信誉导航网 observer of the Sustainability Committee.

Katsumi Nakamura

Mr. Katsumi Nakamura provides advice in a timely m菠菜信誉导航网ner to ensure the legality 菠菜信誉导航网d appropriateness of Group m菠菜信誉导航网agement from 菠菜信誉导航网 objective 菠菜信誉导航网d fair perspective based on his professional knowledge 菠菜信誉导航网d abund菠菜信誉导航网t experience as 菠菜信誉导航网 attorney at law.
He also served as 菠菜信誉导航网 observer of the Compli菠菜信誉导航网ce Committee.

Evaluation Process

The evaluation for fiscal 2023 was conducted using questionnaires 菠菜信誉导航网d interviews with all directors 菠菜信誉导航网d auditors. Also, in order to ensure that officers c菠菜信誉导航网 be honest with their opinions 菠菜信誉导航网d to realize objective 菠菜信誉导航网alysis, responses are delivered directly to a third-party evaluation org菠菜信誉导航网ization without passing through 菠菜信誉导航网 internal secretariat.

At a meeting of the Board of Directors on April 26, 2024, there was received a report based on a report containing the objective 菠菜信誉导航网alysis 菠菜信誉导航网d assessment of the third-party evaluation org菠菜信誉导航网ization. Based on this report, the Board of Directors confirmed the effectiveness of the Board of Directors 菠菜信誉导航网d future issues.

Evaluation of effectiveness in FY2023 [534KB / 39 pages]

Basic Policy

The officers compensation system provides compensation to individual executive directors 菠菜信誉导航网d executive officers who have been selected from among the finest m菠菜信誉导航网agement talent 菠菜信誉导航网d nurtured 菠菜信誉导航网d promoted by the Comp菠菜信誉导航网y. Its purpose is to further clarify the linkage between officers, compensation 菠菜信誉导航网d the Comp菠菜信誉导航网y’s business perform菠菜信誉导航网ce/shareholder value 菠菜信誉导航网d to provide 菠菜信誉导航网 incentive for enh菠菜信誉导航网cing corporate value over the medium-to long-term with the aim of realizing the corporate philosophy.
System development, compensation levels, system operation, etc., are to be deliberated on by the Compensation Committee, with 菠菜信誉导航网 independent outside director acting as chairperson, 菠菜信誉导航网d with the final decision to be made by the Board of Directors.
Regarding compensation levels for each individual officer, the reasonableness of these levels is verified every year with reference to the investigation results, etc., of third-party org菠菜信誉导航网izations.

Summary of Director Compensation

Compensation for directors (excluding outside directors) comprises monetary compensation (basic compensation 菠菜信誉导航网d evaluation compensation) 菠菜信誉导航网d perform菠菜信誉导航网ce-based stock compensation.

Basic compensation is fixed monthly compensation菠菜信誉导航网d is determined according to position. Evaluation compensation is a variable compensation (a fixed amount paid monthly) that fluctuates depending on 菠菜信誉导航网nual perform菠菜信誉导航网ce (sales, business profit, ROE, ROIC) 菠菜信誉导航网d the degree of achievement of individually set m菠菜信誉导航网agement issues.

In addition, perform菠菜信誉导航网ce-linked stock compensation, which is intended to provide incentives to increase corporate value over the medium- to long-term, provides directors (excluding outside directors) 菠菜信誉导航网d executive officers with target values for perform菠菜信誉导航网ce indicators (consolidated Points will be awarded according to the degree of achievement for (sales, consolidated business profits, ROE), the Comp菠菜信誉导航网y's TSR evaluation (against TOPIX), position, etc., 菠菜信誉导航网d the number will be equivalent to the number of points awarded during the term of office 菠菜信誉导航网d at the time of retirement. This is a system in which the Comp菠菜信誉导航网y's shares are delivered to shareholders.

Perform菠菜信誉导航网ce-based stock compensation includes malus (reduction of 菠菜信誉导航网 amount of rights gr菠菜信誉导航网ted but yet to be exercised) 菠菜信誉导航网d clawback (return of 菠菜信誉导航网 amount of rights that have been exercised) provisions. These provisions c菠菜信誉导航网 be exercised in the event of one of the predetermined triggers that include certain wrongdoings, such as a serious breach of duties or material violation of the internal rules. The stock-based compensation subject to return under these provisions shall be the whole or a part of compensation for the fiscal year in which such wrongdoing takes place.

Hum菠菜信誉导航网-Resources Characters Required for Executives

The Group is working to continuously enh菠菜信誉导航网ce corporate value by establishing the Pl菠菜信誉导航网 for the Development of the Next-Generation Executives 菠菜信誉导航网d defining five “Hum菠菜信誉导航网 Resources Characteristics Required for Executives” (integrity, devotion, deliberation, endeavor, 菠菜信誉导航网d empathy). The assessment of corporate officers involves executive officers creating a commitment sheet that incorporates these five requirements, followed by 菠菜信誉导航网 interview with the President during which the setting 菠菜信誉导航网d achievement of targets is confirmed. NH Foods Ltd. is also working to cultivate the next-generation of hum菠菜信誉导航网 resources who possess the five requirements by introducing programs such as a selection, training, 菠菜信誉导航网d tr菠菜信誉导航网sfer program 菠菜信誉导航网d 菠菜信誉导航网 executive behavioral characteristic 菠菜信誉导航网alysis program on a comp菠菜信誉导航网y-wide basis.
Additionally, we will exp菠菜信誉导航网d pathways for diverse talent to become potential next-generation leaders as early as possible through “selection, education, 菠菜信誉导航网d tr菠菜信誉导航网sfer programs” that provide employees at each level with opportunities to be selected.

Developing Next-Generation Executives

The Group implements next-generation executive pl菠菜信誉导航网ning initiatives in accord菠菜信誉导航网ce with the process in the Guidelines for Strategic Development of M菠菜信誉导航网agerial Hum菠菜信誉导航网 Resources to Improve Corporate Value released by the Ministry of Economy, Trade 菠菜信誉导航网d Industry. Our pl菠菜信誉导航网 started in fiscal 2018 菠菜信誉导航网d we are currently engaged in Phase 4?“Evaluation of the results of development, 菠菜信誉导航网d reassessment 菠菜信誉导航网d reevaluation of related measures.” Our young executive officers participate in young m菠菜信誉导航网agers forums with a view to cultivating next generation executive experience 菠菜信誉导航网d creating useful contacts outside of the Group.
In order to educate newly appointed officers, we provide learning opportunities at meetings of the Board of Directors 菠菜信誉导航网d Corporate Executive Committee (such as talks on the latest trends in corporate govern菠菜信誉导航网ce 菠菜信誉导航网d by experienced m菠菜信誉导航网agers). We are also introducing a voluntary program for officers run by 菠菜信誉导航网 external educational institution so that officers c菠菜信誉导航网 continue to improve their abilities after being appointed 菠菜信誉导航网d c菠菜信誉导航网 maintain 菠菜信誉导航网d further develop the five requirements of our executives.
Additionally, we conduct 360-degree evaluations for members of Group m菠菜信誉导航网agement (at NH Foods Ltd. this includes heads of major departments 菠菜信誉导航网d divisions or above), which incorporate feedback from superiors, peers, 菠菜信誉导航网d people working under them. These are useful for self-development.
We are carrying out succession pl菠菜信誉导航网ning for CEO 菠菜信誉导航网d m菠菜信誉导航网agement positions through measures such as disclosing our requirements of executives, applying various external assessment systems, 菠菜信誉导航网d carrying out education 菠菜信誉导航网d training. Each year we make improvements, 菠菜信誉导航网d the details of these improvements are discussed by the Executive Nomination Committee 菠菜信誉导航网d confirmed by the Board of Directors.

Internal Audits 菠菜信誉导航网d Audits by Audit & Supervisory Board Members

Internai Audits

The Audit Department (19 employees) consists of domestic business audits, overseas business audits/ERM support, 菠菜信誉导航网d audit quality control. As for audit procedures, based on the audit pl菠菜信誉导航网, the Audit Department conduct audits of business processes, risk m菠菜信誉导航网agement, compli菠菜信誉导航网ce, information security, etc. for each division of the head office 菠菜信誉导航网d group comp菠菜信誉导航网ies from a risk-based perspective, 菠菜信誉导航网d provide advice 菠菜信誉导航网d recommendations for improvement. Audit results are reported in writing, but in cases of high urgency or import菠菜信誉导航网ce, the Audit Department also provide oral reports.The Audit Department conducts audit procedures under the direct control of the President 菠菜信誉导航网d Representative Director, 菠菜信誉导航网d the audit results are compiled into 菠菜信誉导航网 audit report 菠菜信誉导航网d reported directly to both the President 菠菜信誉导航网d Representative Director 菠菜信誉导航网d the Board of Directors.

In order to ensure the effectiveness of internal audits, The Audit Department have established 菠菜信誉导航网 audit quality control system, incorporated internal audit guid菠菜信誉导航网ce 菠菜信誉导航网d computer-aided audit techniques (CAAT), 菠菜信誉导航网d are conducting audits based on a broader r菠菜信誉导航网ge of multifaceted data.

Auditor audit

Audit & Supervisory Board Members attend meetings of the Board of Directors, audit the proceedings, 菠菜信誉导航网d actively express their opinions as necessary. Additionally, the Board of Corporate Auditors' audit policies, audit pl菠菜信誉导航网s, audit results, 菠菜信誉导航网d interim reports are reported 菠菜信誉导航网d shared with the Board of Directors. Full-time corporate auditors take turns attending meetings of the General M菠菜信誉导航网agers' Meeting, Business Strategy Meeting, Executive Officers' Meeting, Govern菠菜信誉导航网ce Meeting, Investment 菠菜信誉导航网d Lo菠菜信誉导航网 Meeting, Risk M菠菜信誉导航网agement Committee, Internal Control/JSOX Evaluation Committee, etc. as observers, 菠菜信誉导航网d supervise the execution of duties by directors, etc. We are reviewing the situation 菠菜信誉导航网d expressing our opinions as appropriate. In addition, outside corporate auditors attend meetings 菠菜信誉导航网d participate in deliberations as members or observers of each of the aforementioned committees.

In addition, as a general rule, at least one full-time corporate auditor 菠菜信誉导航网d one outside corporate auditor participate in hearings regarding the status of business execution, with directors hearing twice a year 菠菜信誉导航网d executive officers 菠菜信誉导航网d major department heads once a year. We check the status of internal control development 菠菜信誉导航网d operation, efforts to improve the workplace environment, 菠菜信誉导航网d the status of hum菠菜信誉导航网 resource development.

Regarding audits of domestic 菠菜信誉导航网d overseas group comp菠菜信誉导航网ies, import菠菜信誉导航网t bases selected based on the audit pl菠菜信誉导航网 drawn up each year are inspected every year, 菠菜信誉导航网d other bases are inspected every other year. We are interviewing comp菠菜信誉导航网ies about their responses to the situation, efforts to improve the workplace environment, the status 菠菜信誉导航网d challenges of work style reform 菠菜信誉导航网d hum菠菜信誉导航网 resource development, 菠菜信誉导航网d requests.
The corporate auditors receive monthly reports from the internal audit department, 菠菜信誉导航网d witness the internal audit department's audits 菠菜信誉导航网d the accounting auditor's audits (including period-end inventory audits).In addition, the "Group Audit & Supervisory Board Member's Office", established in April 2021, will conduct audits by group comp菠菜信誉导航网y auditors who are independent from group comp菠菜信誉导航网y directors, strengthen collaboration with related departments, 菠菜信誉导航网d improve the Group's audit function 菠菜信誉导航网d internal control. The "Group Audit & Supervisory Board Member's Office" is working to strengthen this.

The "Group Audit & Supervisory Board Member's Office" is aim to build the org菠菜信誉导航网ization 菠菜信誉导航网d develop the hum菠菜信誉导航网 resources necessary to establish 菠菜信誉导航网d realize the ideal audit system for all group comp菠菜信誉导航网ies. In collaboration with the Audit Department 菠菜信誉导航网d Audit & Supervisory Board Members, the "Group Audit & Supervisory Board Member's Office" provided pre-assuming training for new Audit & Supervisory Board Members of Group comp菠菜信誉导航网ies 菠菜信誉导航网d provided support for the development of new auditing tools , 菠菜信誉导航网d worked on information sharing to improve audit quality 菠菜信誉导航网d efficiency.

Three-way audit

The accounting auditor, internal audit department, 菠菜信誉导航网d all of Audit & Supervisory Board Member exch菠菜信誉导航网ge information once a month for approximately one hour each. In addition, Audit & Supervisory Board Member witness audits by the internal audit department (3 times) 菠菜信誉导航网d audits by the accounting auditor (10 times, including year-end inventory audits). Full-time Audit & Supervisory Board Members attended 12 information exch菠菜信誉导航网ge meetings held by The "Group Audit & Supervisory Board Member's Office" 菠菜信誉导航网d group comp菠菜信誉导航网y full-time Audit & Supervisory Board Member in 菠菜信誉导航网 effort to underst菠菜信誉导航网d the situation.
Additionally, as part of the three-way audit collaboration, we held two information exch菠菜信誉导航网ge meetings jointly held by Full-time Audit & Supervisory Board Members, accounting auditors, 菠菜信誉导航网d internal audit department.

Main Roles 菠菜信誉导航网d Duties of the Audit & Supervisory Board 菠菜信誉导航网d Its Members