Corporate Governance Policy

Provide products that fill people with joy

1. Define happiness as “everyone living in good health.”
2. Be a safe, secure, and trustworthy company that puts quality first.
3. Be a company that creates new value, and provides dependable flavors and joy like no other.

1. New wisdom: We strive to be curious about everything and raise the level of knowledge and skills.
2. Bravery: We clarify our own views and motivation, and act without being worried about making mistakes.
3. Power to act: We think for ourselves and take up new work.

We aim to be cheerful, sincere employees who take the Action Guidelines as the basis for behavior. 

We carry out the following Code of Conduct, in line with our Corporate Governance Policy, and through the products delivered to customers and our own actions, seek to provide customers with fresh impressions while continuing to create 1) safety, reliability, and trustworthiness, 2) delicious and comforting taste, and 3) unprecedented pleasure.

1. We strictly observe society’s laws and social norms. 
   ① We strictly refrain from committing crimes. 
   ② We take actions and acquire knowledge that will earn us praise as good members of society and good citizens from everyone outside of the company.
2. We act with an awareness of our responsibilities to society. 
   ① We provide customers with products that we and our families can eat with peace of mind. 
   ② If our products cause any kind of problem, we will immediately provide customers with accurate information.
3. We observe work rules. 
   ① We absolutely do not conceal anything or lie about matters related to our work. 
   ② We report all problems and complaints, no matter how small, immediately to supervisors, and the entire company works to solve them.
4. We take our relationships with customers and business partners into account. 
   ① We act in such a way that all customers and business partners will praise us for sound business practices and transactions within the scope of common sense. 
   ② We act on the premise that all customers and business partners will lead to mutual prosperity.
5. We strive to maintain the workplace environment and act with courtesy. 
   ① We act so that everyone outside of the company will praise the workplace environment for its cleanliness and organization. 
   ② We act so that we will be recognized for our bright and sound greetings.
6. We carry out corporate activities that consider the environment voluntarily and continuously. 
   ① Actively tackle climate change.
   We systematically tackle climate change, and promote ongoing measures to reduce greenhouse gas emissions.
   ② Independently and continuously carry out environmentally conscious corporate activities. 
   We set environmental targets and continuously promote proactive environmental conservation activities in order to steadily implement efforts to reduce our environmental impact. 
   ③ Promote environmentally-friendly commercialization plans. 
   We design and revise products with thorough consideration for the environment to contribute to environmental conservation. 
   ④ Strive to prevent pollution by complying with environmental laws and regulations and other requirements. 
    We comply with internal management standards that correspond to each region, including laws and regulations on the proper management of chemical substances and pollution control measures.
   ⑤ Promote conservation of resources and energy.
   We set voluntary standards that guide our proactive conservation of resources and energy.
   ⑥ Promote container and packaging recycling.
   We strive to reduce and recycle subsidiary materials to contribute to the creation of an efficient recycling system.
   ⑦ Promote recycling of food products.
   We strive to reduce and recycle food waste to contribute to the creation of an efficient recycling system.
   ⑧ Promote green procurement. 
   We make efforts to switch to environmentally friendly materials in our purchasing of raw materials, subsidiary　materials, office supplies, and promotional and advertising materials. 

The Group has a Management Philosophy of “provide products that fill people with joy.” In order to realize this philosophy, the Group considers its mission to society to be for the Bull-Dog Group to “manufacture sauces for the world,” and its vision to be to “demonstrate deliciousness that makes people relax through the attractiveness of sauce.” We consider the source of our sustainability policy to be proposing “products that fill people with joy,” and accompanying the “joy of food” for people around the world. The three points of “delivering deliciousness,” “delivering safety and security,” and “delivering high quality” are the solid value of the Group, i.e., we will work to solve issues related to society, the economy, and the environment, and contribute the Group’s sustainable growth and the realization of a sustainable society.

We must develop personnel who are able to create new value in line with the changing times, in order to realize our Management Philosophy of “be a company that creates new value, and provides dependable flavors and joy like no other .”

We work to implement an HR strategy that treats personnel as a resource, maximizes the value of this resource, and allows each employee to meet the needs of changing times through self-directed growth and support each other through cooperation.

[Development]
We provide a range of development opportunities for the purpose of fostering individual awareness, in addition to enhancing skills, in order to respond to changes in the conditions in which the Group operates and carry out roles autonomously.

1. Initiatives to enhance the internal education system
   We will institute an education system for professional development, and implement initiatives to discover and foster skills. 
   In particular, we will enhance our product development and marketing and sales functions that will be important going forward.
2. Enhancing specialization
   We develop personnel with the initiative and flexibility to handle changes as well as the ability to contribute independently, and increase the value of personnel. Furthermore, we aim for each employee to gain the professional knowledge and skills necessary to display a high level of professional specialization.
   ① We thoroughly disseminate information about compliance, harassment, etc., to all employees, and provide an environment that allows employees to select and work on their own self-development topics.
   ② We aim to develop professionals in their respective fields, share skills within departments, and improve the overall level of skills within departments, such as by attending training at outside specialist institutions, etc., in order to develop specialist personnel that are fully versed in the tasks that the Company requires.
3. Enhancing recurrent education
   We will enhance recurrent education to cater to an aging society and a raised mandatory retirement age, and conduct continuous education for internal personnel.

[Promotion of Diversity & Inclusion]
We respect diversity and review workplace environments and systems necessary for people to do their jobs with ease and participate enthusiastically.

1. Creation of workplaces that allow people to do their jobs with ease
   ① We promote the creation of workplaces where employees can go about their work with a feeling of security, such as by providing safe and clean offices that are considerate of diversity, creating work efficiency through the promotion of digital transformation, and providing approachable help desks.
   ② We work to solve issues from the perspectives of treatment and workplace environment, with the aim of reducing the turnover rate to zero.
2. Creation of workplaces where employees are able to participate
   ① We review our HR system to improve treatment of employees, such as by making it easier for men to access parental leave, in addition to initiatives to make it easier to access paid leave.
   ② We aim to have superiors lead a unified team toward the achievement of goals by effectively using our irregular interviews and having superiors clearly communicate the goals that should be aimed for to their subordinates.
   ③ We create systems where our employees contribute to the Bull-Dog Group and enable people to experience our Management Philosophy of “aiming to be a company that creates new value and provides delicious, comforting taste and unprecedented pleasure.”
   As part of this, we create opportunities for manufacturing experience, etc., at factories, etc., to translate into new value by leveraging this experience in employees’ own and the Companies’ tasks.

[Hiring]
We incorporate ideas from outside sources in the course of our professional development, and conduct training in tandem with our hiring activities with the aim of increasing synergistic effects.

1. Ideal person
   We hire personnel with new wisdom, bravery, and the power to act, who will be responsible for the growth of the Group going forward. Specifically, we hire personnel with the ability to discover and solve issues and who are able to act independently, and forward-thinking personnel that are able to respond quickly, without being distracted by change.
2. Hiring targets
   We hire personnel that can contribute in a global environment, with an eye to implementing our overseas strategy, and specialist personnel to enhance our digital transformation, overseas, and marketing functions.
3. New hiring activities
   Junior employees in their third and fourth year are responsible for all hiring activities, from advertising to selection of candidates, in order to hire personnel that would like to contribute and grow along with the Bull-Dog Group.

1. Principles of equitability for shareholders 
   The Group has prepared an environment in which all shareholders can equitably exercise their rights. We also consider minority shareholders and foreign shareholders.
2. Operation of General Meeting of Shareholders
   The Company provides an environment in which all shareholders can exercise their rights equitably and appropriately at the General Meeting of Shareholders, which is the highest decision-making body (including setting schedules related to General Meetings of Shareholders appropriately, such as setting an early mailing date for convocation notices so that all shareholders are given accurate information and have enough time to consider agenda items). In the event that trust banks and others on the shareholders’ registry request permission to attend meetings of beneficial shareholders, the Group will address such requests in good faith in discussion with trust banks and others. In order to specifically ascertain the will of all shareholders at the General Meeting of Shareholders and reflect the constructive dialogue of management and shareholders, the factors behind approval of and opposition to agenda items will be analyzed as necessary after the General Meeting of Shareholders.
3. Policies for promoting constructive dialogue with shareholders
   ① In order to build positive and appropriate relationships with all shareholders, we designate officers in charge of IR, with the General Affairs and Personnel Division serving as the division in charge, to provide an environment that promotes constructive dialogue with all shareholders. 
   ② In response to requests from shareholders for dialogue (meetings), we actively engage to the extent reasonable, in order to contribute to sustainable growth of the Company and medium- and long-term increase of corporate value. In principle, executive officers in charge of IR handle requests from shareholders for dialogue and carry out such dialogues as necessary in collaboration with the Accounting and Finance Division and other divisions.   
   ③ The division in charge of IR provides briefings to shareholders as necessary, in addition to individual meetings. 
   ④ We strive to disclose the information that all shareholders need to assess the Group’s medium- and long-term corporate value in dialogues, and when providing information on management strategies and business plans, among other areas, we make every effort to provide clear explanations with concise and easy-to-understand words and logic.  
   ⑤ When providing information in dialogues, we are careful to prevent the leak of insider information and manage information carefully based on internal regulations on insider trading, etc. 
   ⑥ A system has been set up to ensure that the opinions, requests and impressions that shareholders share with the Company in dialogues are reported to board members and management from the division in charge of IR and reflected in management. 
   ⑦ We strive to ascertain and survey the shareholder composition so that we can promote constructive dialogue with shareholders. Information found in surveys is utilized for IR and other purposes.
4. Basic guidelines on capital policy
   ① In order to raise medium- and long-term corporate value, the Company retains adequate shareholders’ equity in light of the need for growth investments to maintain and improve the Group’s growth and shareholder value, as well as various risks posed by business activity. 
   ② Our basic policy on shareholder returns is to provide ongoing and stable dividends, taking into account earnings, financial conditions, and future business developments, among other factors, and consider flexibly acquiring treasury stock depending on the share price and market conditions.
   ③ In the event that the Group’s capital procurement would cause a large-scale dilution of share value, it is only carried out after sufficiently discussing the plan and repayment plans, etc. with the Board of Directors, which includes independent outside directors, and explaining the plans to all shareholders.
5. Guidelines on cross-shareholdings
   ① The Group holds shares for policy objectives such as strengthening business relationships and trade relationships and raising corporate value through stable business activities, among others. 
   ② We carefully consider the financial status of the issuer of the cross-shareholdings in question, governance, share prices, the liquidity of shares, transaction conditions, and other factors, and make investments when it is determined that it would contribute to increases in the Group’s medium- and long-term corporate value. 
   ③ The Accounting and Finance Division is in charge of cross-shareholdings. When holding cross-shareholdings, they are managed appropriately, taking into account the investment efficiency and credit risk of the shareholdings and whether or not the market risk is commensurate with capital costs and the purpose of holding them. 
   ④ Decisions over exercising voting rights with cross-shareholdings are not determined solely on the basis of formulaic standards and a short-term perspective, but are decided in terms of whether a particular decision would improve medium- and long-term corporate value and raise shareholder returns, etc. When necessary, we hold dialogues with the company in question and act appropriately based on these results. 
   When exercising voting rights, the intent of the proposals is scrutinized and a decision on whether to approve the proposal or not is made in a comprehensive manner, but when we rationally determine that any of the following apply, we vote in opposition, in principle. 
   i. Proposal to appoint a board member who is in top management when earnings have been worsening markedly for a sustained period;
   ii. Proposal to appoint a board member who is top management when there has been a major scandal; and/or
   iii. Proposal that conflicts with the Group’s interests.
6. Guidelines on response to large-scale purchase of the Company’s shares (guidelines on introducing anti-takeover measures)
   ① We will introduce guidelines on response to large-scale purchase of the Company’s shares (anti-takeover measures) with the aim of protecting our corporate value and thus protecting the shared interests of all shareholders. 
   ② These guidelines (anti-takeover measures) are intended to set logical rules needed to appropriately assess whether shareholders agree with large-scale purchases. 
   ③ These guidelines are for the purpose of requiring that large-scale purchasers provide sufficient information for shareholders to make determinations with regard to large-scale purchases, securing the period necessary for evaluation and consideration of the content of large-scale purchases, and providing sufficient information, including the evaluation and opinion of the Company’s Board of Directors. 
   ④ If a large-scale purchase occurs that does not comply with the large-scale purchase rules in these guidelines, countermeasures shall be implemented as necessary and appropriate. Furthermore, even if large-scale purchases are conducted in compliance with the large-scale purchase rules, if it is determined that said large-scale purchase would cause significant harm to the Company’s corporate value or the shared interests of shareholders, the Board of Directors may implement countermeasures. In order to guarantee reasonableness and fairness of such a determination, such a determination shall be made giving the utmost respect to deliberation and advice by the Independent Committee, which is independent from the Board of Directors. If said Independent Committee advises convocation of a General Meeting of Shareholders concerning initiation of countermeasures, or if the Board of Directors determines that it is necessary to confirm the will of the shareholders with regard to whether countermeasures should be initiated, said matters should be put before the General Meeting of Shareholders, which shall make a resolution accordingly.
7. Process for transactions between related parties
   Transactions between related parties, which are transactions between the Company and officers of the Company or major shareholders and others, are discussed in advance by the Board of Directors, which includes outside independent directors, in line with the Regulations of the Board of Directors. The Board of Directors discusses the conditions for the transaction in question and the appropriateness of the means of deciding, among other issues, and determines whether it should be approved or not. In addition, directors who have transactions with the Company report to the Board of Directors on the important fact of these transactions, and the Board carries out an ex-post review of the substance of these transactions.

1. The Company works together with a wide range of stakeholders, including employees, customers, business partners, bond holders, and the local community, and strives to fulfill its responsibilities and raise corporate value.
2. In order to respect the rights and position of stakeholders and observe a sound business activity ethics, the Company has established and observes its Management Philosophy, Action Guidelines, and Code of Conduct, and strives to foster a corporate culture and climate in line with these.
3. Every year, the Board of Directors confirms compliance with the Company’s Action Guidelines and Code of Conduct, makes additions and revisions to address any inadequacies, and distributes leaflets the following business year. The entire company, starting with directors, comes together to observe these, and strives to create a sound business activity ethics.

The Group’s principles on sustainability initiatives lay out specific measures under the following themes, based on the SDGs declaration of “contributing to future happiness and the health of all people by providing products that fill people with joy.”

1. Developing safe and reliable products
2. Utilizing human resources while valuing diversity
3. Mitigating climate change
4. Sustainable procurement of materials
5.  Promoting resource circulation
6. Food culture education with the themes of food and health

The Company promotes professional development such as promotion of women, mid-career hires, and foreigners to managerial positions, as well as active participation of women in the workplace, in order to raise the Company’s medium- and long-term corporate value. We actively promote internal mechanisms adapted to changes in the times such as a program for childcare and caregiving, a program for shortened work hours for regular employees, a program for senior employees, a rehiring program, flextime, and working from home.

1. The Company has set up an internal reporting system based on the Regulations on the Establishment of Internal Reporting Systems to ensure that the Company is complying with laws and articles of incorporation.
2. With the internal reporting system, in addition to an internal contact point, the Company has set up an external hotline that is independent from management and connects users with an outside lawyer. In addition, the whistleblower is protected with a guarantee of anonymity for the person providing the information, a prohibition on disadvantageous treatment, and regulations on punishments for violators, among other measures.
3. When an internal report is made, a study and response team is formed to examine the content of the information reported internally and make improvements. The results are reported to the Board of Directors via the head of the General Affairs and Personnel Division. The Board of Directors considers the information reported and supervises the status of the operation of the internal reporting system.

1. Roles and responsibilities of the Board of Directors
   ① The Board of Directors recognizes its fiduciary responsibilities toward all shareholders and holds discussions and makes decisions on important matters for the company, such as basic guidelines on management strategies and business plans, as well as the execution of important operations, based on a free and lively exchange of opinions, together with outside directors. 
   ② The Board of Directors selects a person with creative ideas, energy, and determination, and the ability to faithfully implement and pass on the Company’s Management Philosophy as a successor to the president and chief executive officer. This decision is made on the basis of the deliberations and advice of the Nomination and Compensation Committee, a committee established voluntarily and whose majority are independent outside directors (hereinafter, “Nomination and Compensation Committee”). The Board of Directors also recognizes that a plan for cultivating successors for the chief executive officer post is an important strategic decision and supervises the process to ensure that it is executed appropriately. 
   ③ In line with the Regulations on the Board of Directors, the Board of Directors sets monetary standards, etc., stipulates specific items for resolution, and lays out rules on authority for the execution of specific operations entrusted to management in the Organizational Regulations. 
   ④ The Board of Directors sets up an environment and provides support so that executive officers and other managers can take risks based on rational assessments, such as taking on directors’ and officers’ liability insurance.
2. Administration of Board of Directors
   ① The Board of Directors is chaired by a director selected in advance, who convenes meetings of the Board of Directors. We strive to effectively and efficiently run the Board of Directors in line with the Companies Act and other laws as well as the Company’s Articles of Incorporation and Board of Directors Regulations. 
   ② The General Affairs and Personnel Division serves as the secretariat in ensuring that the Board of Directors functions sufficiently and that information is adequately provided to all board members. This Division complies with the following matters and strives to run meetings efficiently and stimulate discussion. 
   i. Board of Directors meeting materials are distributed one week prior to the date of the Board of Directors meetings, in principle. 
   ii. When directors request information and when there is information that the secretariat deems necessary, information is distributed in a timely manner even when Board of Directors meetings are not scheduled. 
   iii. A schedule for Board of Directors meetings is planned in the previous fiscal year, including the anticipated items for discussion, and prepared and distributed at the end of the previous fiscal year as a management schedule, together with other important Company schedules. 
   iv. Board of Directors meetings are held at least once a month, in principle, and the frequency of meetings and number of agenda items, etc., are set as appropriate. 
   v. Time for discussion is set so as to provide adequate time, depending on the content. 
   ③ The Board of Directors analyzes and assesses the effectiveness of the Board of Directors meetings overall in each business year and discloses an overview of the results. The operation of the Board of Directors is revised as necessary.
3. Guidelines on the composition of Board of Directors and appointment of Directors
   The Articles of Incorporation state that the number of members of the Board of Directors shall be up to 10, excluding directors who are Audit Committee members, with up to five directors who are Audit Committee members. However, in consideration of the current scale of the Company, etc., we consider the appropriate number of directors, excluding directors who are Audit Committee members, to be four, and the appropriate number of directors who are Audit Committee members to be three, for a total of seven directors (of which three are independent outside directors), in order to enable rational management, as well as lively and constructive debates and agile decision-making that include independent outside directors. Members who are well-balanced, decisive, and have diverse experience are selected as candidates for directors, regardless of gender, nationality, work history, age, and other factors, based on the following standards for selecting directors. In particular, balance and diversity in knowledge, experience, and skills are taken into account when appointing outside directors, such as lawyers and others with a high level of expertise. 
   ① Standards for the Selection of Board of Directors Candidates
   The Nomination and Compensation Committee selects candidates for the Board in line with the following Standards for the Selection of Board of Director Candidates, when receiving a request from the Board of Directors. 
   i. A person who is polite, courteous, and has common sense, as well as excellent ethics and a commitment to complying with laws and regulations; in addition, a person who understands the Company’s corporate climate and shares the Company’s ethics;
   ii. A person who understands and is aware of the Company’s brand value and has the intention and capacity to improve it;
   iii. A person in good health who has no impediments that would stand in the way of the performance of his/her duties;
   iv. A person who has the ability to make objective and rational decisions about management, and has the knowledge, education, and capacity needed for the operations in which he/she would be in charge;
   v. A person who is expected to contribute to candid, lively, and constructive deliberation at meetings of the Board of Directors;
   vi. A person with leadership skills as a manager and who can cooperate with officers and employees.
   ② Based on the deliberations and advice of the Nomination and Compensation Committee, the Board of Directors decides on candidates for director positions and submits proposals for the appointment of directors to the General Meeting of Shareholders. 
   ③ In the event that any of the following reasons for dismission from current positions on the Board of Directors apply, the Board of Directors will decide to dismiss the director in question in light of the deliberations and advice of the Nomination and Compensation Committee. 
   i. A person who does not have the characteristics stipulated in the above Standards for the Selection of Board of Directors Candidates;
   ii. A person who has impaired corporate value due to negligence in performing professional duties;
   iii. A person who committed acts violating public order and morals or who could do so;
   iv. A person for whom there are grounds for disqualification as a director, as stipulated in Article 331 of the Companies Act.
   ④ If the director also serves as a director, auditor or other at another company, the Company confirms that this will not affect the performance of his/her duties as a director for the Company. The status of such concurrent positions is disclosed every year in business reports for convocation notices of Ordinary General Meetings of Shareholders and securities reports.
4. Independent outside directors
   ① The Company appoints independent outside directors to strengthen oversight of the Board of Directors and management, reinforce the advisory function, and supervise acts that qualify as conflicts of interest, among others. 
   ② Standards for Determining Independence of Independent Outside Directors and Qualities
   The standards for determining the independence of independent outside directors and their qualities are described below. 
   i. A person who has never been a director (excluding an outside director), auditor (excluding an outside auditor), executive officer, or employee of the Group, including in the past; 
   ii. A person who is not a director, auditor, executive officer, or employee of a company whose shares held by the Group have voting rights amounting to 10% or more of its total voting rights in the past five years; 
   iii. A person who is not a director, auditor, executive officer, or employee of a company that is the Group’s business partner and whose annual transactions account for 10% or more of either the business partner’s or the Company’s consolidated net sales; 
   iv. A person who has not received substantial monetary compensation or other financial assets recently, other than officer compensation, from the Group for services as the Group’s consultant, accounting expert or legal expert (if the person receiving the financial assets in question is an organization such as a corporation or association, the person belonging to the organization in question);
   v. A person who is not a relative within the second degree of kinship to, or a relative who shares a residence or livelihood with, a Group director (excluding outside directors), auditors (excluding outside auditors), executive officers, or employees. 
   vi. A person who is not a relative within the second degree of kinship to, or a relative who shares a residence or livelihood with, someone who has been a Group director (excluding outside directors), auditor (excluding outside auditors), executive officer, or employee within the past five years; 
   vii. A person who is not a relative within the second degree of kinship to, or a relative who shares a residence or livelihood with, a person listed in (iii) and (iv) above (excluding non-executive people); 
   viii. A person whose qualities satisfy the Standards for the Selection of Board of Directors Candidates; 
   ③ Independent outside directors hold regular meetings once every quarter.
5. Amount of director compensation or matters concerning policies for determining calculation methods for director compensation
   At the Board of Directors meeting held on March 13, 2020, the Company released a policy concerning determination of content such as compensation of individual directors (hereinafter “Decision-making Policy”). The outline of this policy is that “officer compensation shall lead to sustainable increase of corporate value, and adequately reflect the responsibilities of officers and business results.”
   According to the Decision-making Policy, officer compensation, etc., shall effectively function as an incentive to fulfill the medium- and long-term mission of increasing corporate value, serve as a reward for business results according to officers’ roles and responsibilities, and maintain a certain standard from the perspective of securing exceptional personnel.
   ① The maximum total compensation for all directors (excluding directors who are auditors) and all directors who are auditors is determined by resolutions at the General Meetings of Shareholders. 
   ② Compensation for directors (excluding directors who are auditors) is calculated based on the Rules on Director Compensation, Share Issuance Rules, and Director Bonus Payment Policies and is finalized at a Board of Directors meeting based on the deliberations and advice of the Nomination and Compensation Committee comprising two independent outside directors and one president and executive officer.
   ③ Director compensation (excluding directors who are auditors) comprises fixed salary and variable remuneration (excluding outside directors), and the ratio of fixed salary to variable remuneration for directors is about 7:3 (excluding outside directors).
   i. Fixed salaries are a fixed amount paid each month and comprise basic director compensation and basic executive officer compensation. Basic director compensation is a fixed amount determined according to classification as representative directors, directors (excluding outside directors), and outside directors. Basic executive officer compensation is determined according to the level of achievement of targets, within the scope of the predetermined minimum guaranteed amount and maximum amount for each executive position. 
   ii. Variable remuneration comprises director bonuses and performance-linked stock compensation (Directors Compensation BIP Trust). It is calculated as follows. 
   
   (a) Director bonuses
   The total amount paid in director bonuses shall be 50% of the amount of consolidated operating income surpassing the target for the fiscal year, up to a maximum of 100 million yen. However, the bonus shall not be paid when the excess amount is less than 5 million yen. Moreover, the total director bonus paid to executive officers who are directors shall be no more than the amount obtained by deducting the fixed salary paid in the fiscal year in question from the maximum compensation finalized at the General Meeting of Shareholders and shall be distributed based on rank.
   A decision on whether to pay director bonuses and the total payment amount is decided at the Board of Directors meeting held in April of every year in response to the report from the Nomination and Compensation Committee and is paid within one month of the day following the finalization of consolidated operating income. 
   The amount paid to each individual is calculated by dividing the total amount paid by the total points of all executive officers and multiplying this quotient by the points by rank. The points by rank are as follows. 
   Consolidated operating income is used as the performance indicator because this is one of the most appropriate indicators in measuring the responsibility for earnings that directors should fulfill, and by achieving a higher level of consolidated operating income, the Company can aim for sustainable growth and higher corporate value.

   Representative director President and executive officer	10
   Representative director Vice President and executive officer	8
   Director Executive officer	7
   Director Managing operating officers	6
   Managing operating officers	5
   Executive officer	4

   (b) Performance-linked stock compensation (Director Compensation BIP Trust)
   The Company delivers Company shares through a trust for directors (excluding outside directors, directors who are auditors, and those who reside outside of Japan; same hereinafter). 
   Based on a resolution at the 91st General Meeting of Shareholders, held on June 28, 2016, the Company introduced a performance-linked stock compensation program with the objective of sharing profit awareness with shareholders with a medium- and long-term perspective and motivating management with an awareness of medium- and long-term earnings and share prices. 
   In this program, the Company has set up a trust by contributing funds for acquiring Company shares, with the beneficiaries being those directors who meet certain requirements. This trust acquires the number of shares expected to be delivered to directors based on the Share Issuance Rules established in advance from the Company through third-party allocation. Subsequently, in line with the Share Issuance Rules, points based on the extent to which the earnings targets were achieved in the relevant fiscal year, as well as points for each director, are allocated and the trust delivers Company shares in line with the cumulative points when the director leaves the director position.
   The earnings indicator set as the basis for calculations in this program is the achievement rate of the target for consolidated operating income. The achievement rate of the target for consolidated operating income is chosen as an indicator because it is one of the most appropriate indicators in measuring the responsibility for earnings that directors should fulfill, and by achieving a higher level of consolidated operating income, the Company can aim for sustainable growth and higher corporate value. 
   ④ Compensation for directors who are auditors consists of a fixed salary and is determined in negotiations with auditors.

6. Training policies for directors
   ① Training sessions for directors are held once every quarter 
   ② Officers participate in external seminars and others at the Company’s expense as training needed for their respective responsibilities. 
   ③ Newly appointed directors attend training sessions to acquire the knowledge on the Companies Act, corporate governance and other knowledge needed as directors. 
   ④ Outside directors visit the Company’s main factories and other key facilities.

1. Roles and responsibilities of the Audit Committee
   ① The Audit Committee supervises directors’ execution of their duties from an objective position and exercises legal authority by, for example, preparing audit reports. 
   ② To raise the effectiveness and efficiency of audits, the Audit Committee strives to work closely together with accounting auditors, the internal audit department, and outside directors. 
   ③ The Audit Committee monitors conditions to determine whether outside accounting auditors are maintaining fair and unbiased attitudes and independence and are carrying out appropriate audits as professional specialists, in order to ensure the validity and reliability of accounting audits. In addition, the Audit Committee confirms whether the audit methods, results, and audit compensation of outside accounting auditors are appropriate, and exercises authority as necessary in deciding on the content of proposals regarding dismissals or decisions not to re-appoint, as well as objections to compensation, among other matters. 
   ④ The Audit Committee strives to express its opinions actively and constructively to board members, executive officers, and employees in order to ensure the company’s sound and sustainable growth and establish an excellent corporate structure that meets social trust. 
   ⑤ The Audit Committee exchanges opinions actively and effectively utilizes information obtained in audits by, for example, holding regular meetings with independent outside directors and outside accounting auditors.
2. Standards for the Selection of Candidates for Directors who are Audit Committee Members (standards for consent to proposals for the election of directors who are Audit Committee members)
   Selection of candidates for directors who are Audit Committee members by the Board of Directors and consent to proposals for the selection of directors who are Audit Committee members by the Audit Committee follows the process laid out in the following Standards for the Selection of Candidates for Directors who are Audit Committee Members (standards for consent to proposals for the election of directors who are Audit Committee members). 
   ① A healthy person able to serve a full term; irrespective of gender, nationality, work history, age, etc.;
   ② A person whose independence from the executing persons can be ensured; 
   ③ A person who can maintain a fair and unbiased attitude;
   ④ A candidate for director who is an Audit Committee member as an outside director who has no problems with independence in light of relationships with the Company or relationships with the representative director, other directors, and key employees; and 
   ⑤ One director who is an Audit Committee member who has considerable knowledge of finance and accounting.
3. Process when designating candidates for directors who are Audit Committee members
   ① The appointment of directors who are Audit Committee members is made through a resolution of the General Meeting of Shareholders based on the deliberations and advice of the Nomination and Compensation Committee, and candidates for directors who are Audit Committee members proposed to the General Meeting of Shareholders are selected at the Board of Directors meeting. 
   ② When selecting candidates for directors who are Audit Committee members, a decision is made at the Board of Directors meeting after approval by the Audit Committee in light of the standards for selecting candidates for directors who are Audit Committee members, regardless of gender, nationality, work history, age, and other factors.

Executive officers are appointed by directors, and a portion of the executive functions of the Board of Directors are delegated to them. The Management Committee comprises executive officers and deliberates concerning decision-making and execution with regard to the Company’s executive functions. The Management and Planning Office is designated as the secretariat in charge of ensuring that the Management Committee functions adequately and that enough information is provided when deliberations are conducted. The office complies with the following matters and strives to run meetings efficiently and stimulate discussion.

1. The items for discussion are those related to administering and implementing management plans, matters related to establishment, revision or abolition of regulations and other, and other matters deemed necessary in executing operations.
2. When members of the Management Committee request information and when there is information that the secretariat deems necessary, information is distributed in a timely manner even when Management Committee meetings are not scheduled.
3. A schedule for Management Committee meetings is planned in the previous fiscal year, including the anticipated items for discussion, and prepared and distributed at the end of the previous fiscal year as a management schedule, together with other important Company schedules.
4. Management Committee meetings are held at least once a week, in principle, and the number of agenda items, etc., are set as appropriate based on the substance. Adequate time for discussion is set.

The following voluntary committees have been formed to ensure that the Board of Directors strengthens corporate governance.
 

1. Risk Management Committee intended to manage crises such as disaster measures and BCP measures
2. Safety and Sanitation Committee intended to prevent workplace accidents and maintain and improve the work environment
3. Internal Governance Oversight Committee intended to supervise, maintain, and manage internal control systems related to financial reporting
4. Food Safety Maintenance Committee intended to comply with food safety regulations and maintain and improve food safety
5. Nomination and Compensation Committee intended to improve the fairness, transparency, and objectivity of the evaluation and decision-making process for director nomination and compensation, etc.
6. Sustainability Committee intended to improve the sustainability management of the Group

1. The Company proactively discloses information to ensure the fairness and transparency of its decision-making.
2. Information is disclosed appropriately and in compliance with the rules stipulated by laws and regulations and by the provisions of the Tokyo Stock Exchange.
3. We proactively disclose information that is highly beneficial for all stakeholders, such as information on new products and other information not stipulated in the aforementioned laws and regulations.
4. Information for which details on disclosure are not laid out in the laws and regulations is disclosed in media suitable for such information, such as our website and shareholder notifications. We provide explanations of our specific endeavors that have high added value for users using words and logic that are easy to understand and avoiding formulaic expressions.

Supplementary provisions
These principles are revised and abolished by a resolution by the Board of Directors.

Prepared on November 20, 2015
Revised on June 28, 2016
Revised on April 1, 2017
Revised on April 1, 2018
Revised on December 21, 2018
Revised on June 26, 2019
Revised on April 24, 2020
Revised on December 17, 2021
Revised on June 24, 2022
Revised on June 9, 2023
Revised on August 1, 2023
Revised on February 16, 2024
Revised on June 14, 2024