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Corporate Governance

Basic Stance on Corporate Governance

Nitta Gelatin's Corporate Philosophy is “based on a spirit of empathy and sincerity, we, the members of the Nitta Gelatin Family are dedicated to the development of our business and contributions to the global community. We will lead prosperous and fulfilling lives through our competence and utmost efforts.” To this end, the Nitta Gelatin Group, as a world leading gelatin manufacturer, uses its proprietary technology to quickly and efficiency provide superior products and services to global customers. Our stance is also to produce healthy, functional and valuable products in multinational facilities that are safe, reliable and environmentally friendly. We aim to continue satisfying our customers with our products and services, and to leverage this as our means to sustain and secure growth, and ultimately enhance our corporate value.

It is therefore imperative that each and every director, executive officer and employee of the Group is a person trusted by all stakeholders; whether they are shareholders, customers, business partners or the communities and societies at large. To achieve this, we recognize that nothing is more important than to strengthen and enhance our corporate governance, ensure the transparency of our management and raise our business efficiency.

Details of Nitta Gelatin's Corporate Functions and Systems of Internal Control

A Concise Overview of Corporate Functions

Nitta Gelatin employs a system of Board of Statutory Auditors whereby the statutory auditors perform the function of providing the Company's management with oversight. In addition to this, we have introduced an executive officer system in order to establish a framework that separates the supervision and oversight of management from its execution, with an eye on raising management efficiency. As a rule, Nitta Gelatin's Board of Directors meets once a month in its role as the Company's highest authority regarding management decisions, to formulate management guidelines, propose management strategies, and vote to resolve important issues regarding business operations, as well as approve matters prescribed by laws and regulations and inscribed in the Company's Articles of Incorporation. The Board of Directors, moreover, supervises and monitors the conduct of the executive officers to ensure that its management guidelines and strategies are followed.

In addition, a Board of Executive Officers meets twice a month to discuss matters of importance related to the Company's business execution. This Board of Executive Officers is made up of the Company's standing directors, standing corporate auditors, standing executive officers in Japan, and other members appointed by the Company's president. In a further addition, a Strategy Committee meets once a month to discuss individual issues of particular importance to the Company and offer their support to enable the Company's president and Board of Directors to make decisions promptly. This Strategy Committee is made up of members appointed by either the president or the Board of Directors of the Company.

A properly functioning Board of Directors plays a vital role in assuring decisions are reached promptly and management is conducted efficiently together with the Company's executive officer and statutory auditor systems. To this end, we have endeavored to strengthen both the decision-making and oversight functions of its Board of Directors. Furthermore, we are working to enhance the caliber and independence of its statutory auditors in order to strengthen their supervision of the decision-making process and the duties executed by its Board of Directors.

Corporate Governance System and Internal Control Organization Chart

Corporate Governance System and Internal Control Organization Chart

Internal and Corporate Audits

An Internal Audit Division conducts Nitta Gelatin's internal audits, performing inspections to make certain that the Company's divisions and segments are executing business appropriately and efficiently in compliance with the relevant laws and regulations, and that the Company's assets are properly safeguarded. This Internal Audit Division consults with, as the need arises, and collaborates extensively with the Company's accounting auditors to plan and implement internal audits to be reported to the Company's management. Input from the accounting auditors is used to improve the execution of duties of the Internal Audit Division and the statutory auditors.

A system is in place for all statutory auditors to attend the Board of Directors meetings and provide sufficient oversight concerning the Board of Directors in the execution of their duties. The standing statutory auditor also attends the Board of Executive Officers and other important meetings within the Company to monitor the execution of duties by the directors further. This auditor also conducts in-house audits of various organizational entities within the Group, interviewing the people in charge to make assessments, and collaborates with the Internal Audit Division and accounting auditors to inspect the execution of the Group's business operations.

Compliance and Risk Management Structure

We firmly believe that effectively maintaining and upgrading the degree of compliance of our management with relevant laws and regulations is of utmost importance in reducing exposure to various corporate risks. We devised a Basic Policy on Building an Internal Control System in line with this fundamental stance. Furthermore, the Company's Compliance Bylaws and Risk Management Bylaws were formulated in accordance with this Basic Policy.

A Compliance and Risk Management Committee has been established as an organization for providing management oversight throughout the Nitta Gelatin Group concerning compliance and risk management. This committee chaired by the Company president meets on a regular basis to keep up to date with the Group's compliance issues and examine the countermeasures for preventing various conceivable risks, and managing those risks in the event that they arise.

We have also established Principles of Business Conduct and has made certain that these Principles have been disseminated rigorously throughout the Group. These Principles are require all directors, executive officers and employees of the Group to comply rigorously with the relevant laws and regulations, conduct business activities with fairness and integrity, and recognize that they are a member of society and must behave properly as both a corporate and an individual citizen.

Furthermore, we receive advice and guidance concerning compliance and risk management from our corporate attorneys and other relevant consultants, as the need arises.