日本オンラインカジノ Governance

日本オンラインカジノ Governance System

Basic Policy to 日本オンラインカジノ Governance

日本オンラインカジノ governance is based on our 日本オンラインカジノ philosophy: "We are committed to harnessing nature's gifts, to bringing taste and fun, and to contributing to healthy life styles." We believe that strengthening and enhancing 日本オンラインカジノ governance is crucial in order to meet the expectations of stakeholders including customers, business partners, employees and their families, and local communities, and to increase 日本オンラインカジノ value.

Calbee's 日本オンラインカジノ Governance System

Main Items	Contents
Form of institutional design	Company with Audit and Supervisory Board
Number of 日本オンラインカジノ (of whom, outside 日本オンラインカジノ)	8 (5)
Number of Audit & Supervisory Board members (of whom outside Audit & Supervisory Board members)	3 (2)
Number of meetings of the Board of 日本オンラインカジノ (FY2025/3)	13 (Attendance ratio: 95%)
Number of meetings of the Audit & Supervisory Board (FY2025/3)	14 (Attendance ratio: 100%)
Term of office for 日本オンラインカジノ	1 year
Term of office for Audit & Supervisory Board members	4 years

Transition of 日本オンラインカジノ Governance System Enhancement

2001Separation of supervision and business execution: ・Adopted an executive officer system

・Appointment of outside 日本オンラインカジノ
2009Enhancement of supervisory and monitoring functions Promotion of diversity of the Board of 日本オンラインカジノ: ・Reduced number of internal 日本オンラインカジノ from nine to two

・Increased the number of outside 日本オンラインカジノ from two to five

・Appointed the first non-Japanese 日本オンラインカジノ
2010Enhancement of management transparency and soundness: ・Established an Advisory Board (Currently Nominating Commitee / Compensation Commitee)
2014Clarification of management responsibility: ・Reduced 日本オンラインカジノ terms from two years to one year
2019Strengthen of management structure Clarification of the function of committees: ・Increased the number of internal 日本オンラインカジノ by two, Board of 日本オンラインカジノ increased from six to eight

・Changed the Advisory Board into the Nominating Committee/Compensation Committee, chaired by an outside 日本オンラインカジノ

Calbee's 日本オンラインカジノ Governance Code

The Tokyo Stock Exchange’s 日本オンラインカジノ Governance Code has been applied to all listed companies in 2016. In response, we have formulated our own original 日本オンラインカジノ governance code that reflects our vision and systematizes our attitude regarding 日本オンラインカジノ governance.

Calbee’s 日本オンラインカジノ Governance Code(Open in a separate window)

Organization of 日本オンラインカジノ Governance

Appointing 日本オンラインカジノ and Audit & Supervisory Board Members

Policy

We have a core policy that Board of the 日本オンラインカジノ is composed of more than half of independent 日本オンラインカジノ. We are actively promoting the Board's diversity by appointing members with differing personal histories, genders, and nationalities. In addition, we are focusing on a balanced combination of 日本オンラインカジノ with backgrounds in many different areas of expertise, such as the food industry, general industry, and journalism. Evaluations of the independence of 日本オンラインカジノ and Audit & Supervisory Board members are conducted based on the internal criteria in accordance with the requirements for Independent 日本オンラインカジノ/Auditors specified by the Tokyo Stock Exchange.

Processes

The nomination of candidates for outside 日本オンラインカジノ is decided upon approval at the General Meeting of Shareholders, after being reviewed by the Advisory Board and recommended by the Board of 日本オンラインカジノ. Regarding the nomination of candidates to the Audit & Supervisory Board candidates must have a strong will to respond submission from shareholders with background in finance, accounting and/or law. Candidates are deliberated by the Board of 日本オンラインカジノ. After which, they are approved by Audit & Supervisory Board members, and them decided on at the General Meeting of Shareholders.

Executive Remuneration

Our remuneration system for internal 日本オンラインカジノ and executive officers is determined through a highly transparent and objective system that is decided at the Board of 日本オンラインカジノ’ meetings and involves reviews conducted by the Compensation Committee. About half of this remuneration is performance-linked. We designed the system this way so that it would be connected with shareholder interests from a medium- to long-term perspective. Additionally, we pay our outside 日本オンラインカジノ basic remuneration only, as they are in positions independent from business execution.

Fixed remuneration: half of total executive remuneration
Basic remuneration	Monetary rewards as compensation for executive duties^*1
Variable remuneration: half of total executive remuneration
Bonuses	Cash linked to the business results during the fiscal year
Retirement bonuses	Cash linked to the business results during the period of appointment paid at the time of retiring
Performance-based stock compensation	Stock compensation linked to the business results of each fiscal year paid at time of retiring^*2

*1　Basic remuneration for 日本オンラインカジノ shall not exceed annual remuneration limits determined by the General Meeting of Shareholders.
*2　Maximum of 1% of target for profit attributable to owners of parent each fiscal year.

Risk Management

To deal with the diverse business risks(product safety and quality, raw material procurement, natural disasters, pandemics, information security, compliance, etc.) surrounding the Company, we have established a "Crisis Management Rules" and are building an internal control system. In the process, we conduct identification and evaluation of management risks for each division and group company, promoting a business continuity system aimed at preventing risks beforehand, minimizing damage when they occur, and ensuring swift recovery. In particular, risks related to product safety and raw material procurement, the Quality Assurance Division and the Global Procurement Division take the lead in implementing preventive measures and establishing a system for rapid response. In addition, information security risks such as cyber terrorism,we have a system that enables us to respond promptly throughout the Company. Going forward, we will promote the establishment of a system to prevent risks in advance,minimize damage,and ensure rapid recovery.As for information security risks, we have put in place an internal system (a Computer Secyrity Incident Response Team, or CSIRT) that can respond to security incidents.Also, we continue to promote preventive measures to employees.

Risk Management System

We have built a compliance and risk management system based on our “Basic policy on the development of an internal control system". The Ethics and Risk Management Committee examines and decides solutions,and manages status. If the possibility of risk arises or grows, we establish an emergency response committee as needed to reduce risk.

日本 オンラインカジノ Governance