Corporate Governance

Corporate Governance System

Basic Approach

The Okamura Foods Group’s mission is to supply healthy seafood to the people of the world in a responsible way with respect for nature. To achieve our Mission,we strive toward sustainable growth/development and enhancement of corporate value and promotes business while collaborating with such stakeholders as nations, local communities, consumers, shareholders, buyers, suppliers, and financial institutions. We believe that strengthening governance is indispensable for the promotion of this business and the realization of our Mission.

Overview of Governance System

(1) Board of Directors

The Board of Directors comprises a total of seven directors, including three internal directors (Chief Executive Officer: Koichi Okamura, Chief Operating Officer: Soki Hayama and Chief Financial Officer: Kota Taniguchi) and four outside directors (full-time member: Akira Abe, member: Kimiko Koshida, member: Fumiyuki Ito, and member: Takeshi Hamada ) who also serve as Audit & Supervisory Board members. The Chief Executive Officers chairs Board of Directors’ meetings. Having outside directors occupy a majority of board member positions enables the company to strengthen its management supervisory system.

In principle, the Board of Directors meets once a month, but it can also hold extraordinary general meetings as the need arises. In FY2025, it met 16 times.

(2) Audit & Supervisory Board

The Audit & Supervisory Board comprises a total of four outside directors (Akira Abe, Kimiko Koshida, Fumiyuki Ito, and Takeshi Hamada). To strengthen its management supervisory function over the Board of Directors, the Audit & Supervisory Board has a system of checks in place that enables members to voice their independent opinions. This ensures the soundness and transparency of management’s decision making.

In principle, the Audit & Supervisory Board meets once a month. In FY2025, it convened on 13 occasions.

(3) Nomination and Remuneration Advisory Committee

The company established the Nomination and Remuneration Advisory Committee as an advisory body under the Board of Directors in order to strengthen the independence, objectivity, and accountability of the Board of Directors in relation to the nomination and remuneration of directors. The committee comprises a total of three members, inclusive of one internal director (member: Koichi Okamura, Chief Executive Officer) and two independent outside directors who are Audit & Supervisory Board members (chair: Akira Abe, and member: Fumiyuki Ito). The committee plays a role in strengthening the independence, objectivity, and accountability of the Board of Directors in relation to the nomination of director candidates and remuneration of directors.

The Nomination and Remuneration Advisory Committee meets around three times annually. In FY2025, it met three times.

(4) Risk and Compliance Committee

As a general rule, the company’s Risk and Compliance Committee meets at least once a quarter as a forum for discussing and reporting important matters related to risk and compliance. In FY2025, the Risk and Compliance Committee met four times.

(5) Executive Committee

The Executive Committee comprises directors and executive officers as members. In principle, it meets at least once per month. By deliberating on the business execution matters and receiving reports of management information from every department, the Executive Committee plays a role as a meeting body that allows for agile decision making for management execution, facilitation of communication of management information, and preliminary deliberations of board meeting agenda items. In FY2025, the Executive Committee met 12 times.

(6) Group Management Committee

The Group Management Committee comprises directors serving concurrently as executive officers and the representatives of consolidated subsidiaries. In principle, it meets once a month. The Group Management Committee receives monthly reports on the status of business execution from group companies. Thus, it plays a role as a meeting body that shares information within the group, facilitates the communication of management information, discusses important issues, and invigorates communication within the group.

In principle,

The composition of each institution is presented below (○ indicates a member of an institution and △ indicates an observer of an institution; observers may attend meetings where they may also state their opinions).

Name	Title	Board of Directors	Audit & Supervisory Board	Executive Committee (Note 1)	Group Management Committee (Note 2)	Nomination and Remuneration Advisory Committee	Risk and Compliance Committee (Note 3)
Koichi Okamura	Chief Executive Officer	○ Chairperson		○ Chairperson	○ Chairperson	○	○ Chair
Soki Hayama	Chief Operating Officer	○		○	○		○
Kota Taniguchi	Chief Financial Officer	○		○	○		○
Akira Abe	Outside Director Full-time Audit & Supervisory Board Member	○	○ Chair	○	△	○ Chair	○
Fumiyuki Ito	Outside Director Audit & Supervisory Board Member	○	○	△	△	○	○
Takeshi Hamada	Outside Director Audit & Supervisory Board Member	○	○	△	△		△
Kimiko Koshida	Outside Director Audit & Supervisory Board Member	○	○	△	△		△

Note 1. In addition to the above, the Executive Committee includes executive officers as members.
Note 2. In addition to the above, The Group Management Committee includes executive officers and representatives of consolidated subsidiaries as members.
Note 3. In addition to the above, the Risk and Compliance Committee includes executive officers, general managers, and the General Manager of the Internal Audit Department as members.

Skills Matrix

Fields of expertise/experience	Koichi Okamura	Soki Hayama	Kota Taniguchi	Akira Abe	Fumiyuki Ito	Takeshi Hamada	Kimiko Koshida
Corporate management	○	○	○	○			○
International business experience	○	○					○
Sales and marketing	○	○		○		○
Manufacturing and quality	○	○				○
Finance and accounting			○	○			○
Personnel and labor			○		○
Legal affairs and compliance			○		○	○
Internal control and governance			○		○		○

* The above list does not represent all of the knowledge or experience of directors.

Officer Remuneration

Fundamental policy on officer remuneration

The company has established a policy for determining the details of remuneration for individual directors, and its fundamental policy is to establish a remuneration system linked to shareholder profits so that it functions sufficiently as an incentive to improve corporate value sustainably.

Breakdown of remuneration

・Directors who are not Audit & Supervisory Committee members

Base remuneration（cash）	Performance-linked remuneration（cash）	Share-based remuneration
70％	10%（standard amount）	20％

The ratio of share-based remuneration has been set high to emphasize enhancing corporate value over the medium to long term.

・Outside Directors who are Audit & Supervisory Committee members

Base remuneration（cash）
100％

Outside directors who are Audit & Supervisory Committee members are paid only base remuneration because of their duties and responsibilities for supervisory functions.

Base remuneration

・Directors who are not Audit & Supervisory Committee members

Base remuneration = Directors' portion + Representative Directors' portion + Executive Officers' portion

・Outside Directors who are Audit & Supervisory Committee members

Base remuneration = Audit & Supervisory Committee Members' portion

In order to clarify the basis for payment, base remuneration is set by dividing it into the portions of "Directors," "Representative Directors," "Directors," and "Audit & Supervisory Committee Members."

In addition to establishing an appropriate difference in remuneration according to position and role, the company has a system in place that digitally determines the amount of remuneration based on combinations whenever appointments and dismissals occur or when positions or roles change.

Performance-linked remuneration

Payment of short-term incentive = Standard amount for each position x Payout ratio

The performance-linked indicator for calculating the payout rate is consolidated EBITDA from the perspective of generating profits in the core business and promoting investment for growth. The coefficient is determined in the range of 0% to 200% depending on the growth rate from the previous year.

Share-based remuneration

Share-based remuneration is restricted shares that are granted in accordance with the standard amount set for each position.

Number of shares granted	Standard amount by officer type ÷ Share price on record date
Timing of lifting of transfer restriction	At time of retirement as director

Matters concerning determination of remuneration for individual directors

In order to improve objectivity and transparency, the Nomination and Remuneration Advisory Committee, established voluntarily, deliberates in advance on the draft of the officer remuneration system and reports these deliberations to the Board of Directors, which in turn makes the final decision.

Compensation Breakdown Ratios for Director (excluding those who are Audit & Supervisory Committee members)

	10/2023 to 9/2024	10/2024 to 9/2025	10/2025 to 9/2026
Fixed remuneration	68.7	72.2	68.4
Performance-linked remuneration	11.8	7.1	11.7
Share-based remuneration	19.5	20.7	19.9

Status of Internal Control System

Under its commitment to fulfill its corporate social responsibilities and always be trusted by customers, the company, through its Board of Directors, has established the Basic Policy on Establishment of Internal Control System, as follows, with the purpose of establishing strong corporate governance practices.

Basic Policy on Establishment of Internal Control System

September 28, 2021

(Amended) December 14, 2022

The company, having established controls for ensuring the effectiveness and efficiency of operations, reliability of financial reporting, compliance with laws and regulations during the course of its business activities, and the preservation of assets, will develop an internal control system under which it will promote corporate management with the purpose of continuously enhancing corporate value and earning the trust of all stakeholders.

1. System for ensuring that the execution of duties by directors and employees comply with laws, regulations and the Articles of Incorporation

The company has established a Mission and Six Values that all officers and employees of the company and its subsidiaries (below, collectively referred to as “the group”) must abide by. Based on these, the group engages in correct business activities with the trust and support of society following its high level of ethical values and good social sense.

The Chief Executive Officer, as the officer in charge of compliance, develops the Risk and Compliance Regulations and ensures compliance with laws, regulations and the Articles of Incorporation by directors and employees through audits, etc., performed by the Internal Audit Dept.

Directors serve on the Board of Directors, which meets regularly once a month, in principle, and as needed, and shall conduct thorough consideration of important issues with the duty of care of a prudent manager, and manage the company through appropriate and prompt decision-making.

As a mechanism to ascertain information related to management risks at an early stage and correct problems at an early stage, the company has in place a whistleblower system with an external law firm as the contact point for reporting, along with a system to detect violations of laws and regulations at an early stage. In addition, the company will ensure that whistleblowers are not treated unfairly in accordance with its Whistleblower Regulations.

In addition, the company has in place a system to eliminate anti-social forces, resolutely confront anti-social forces that threaten the order and safety of civil society, and cut off any and all relationships with them.

With regard to information disclosure, in order to ensure the appropriateness of financial reporting, the company has established and improved upon an internal control system for financial reporting in accordance with the Financial Instruments and Exchange Act and other laws and regulations.
2. System for storage and management of information related to the execution of duties by directors

The company shall appropriately store and manage records on decision-making at important meetings such as the Board of Directors, as well as information and documents related to the execution of duties by directors in accordance with laws and regulations. In addition, directors have access to view such materials at all times.
3. Regulations on the management of risk of loss and other systems

Since responding promptly and appropriately to risks surrounding the group is essential for the survival and development of the group, the company’s basic policy is to prevent risks or minimize the loss of interests of interested parties and the impact on corporate management when risks do occur.

The Risk and Compliance Committee, chaired by the Chief Executive Officer of the company, has been established as a high-level organization for the operation of risk management, and it comprehensively examines the system, policies, and measures related to risk management. The results reviewed by the Risk and Compliance Committee are regularly reported to the Board of Directors and the Audit & Supervisory Board for holistic and comprehensive management.
4. System for ensuring that directors execute their duties efficiently

In addition to holding regular monthly meetings of the Board of Directors, the company holds extraordinary meetings of the Board of Directors as necessary to enable prompt decision making.

The company will appropriately divide the roles of each director in the execution of business and build a system for efficient business execution.
5. System for ensuring the appropriateness of operations within the corporate group

The company has established the Affiliated Companies Management Regulations and put into place a system for ensuring the appropriateness of Group’s overall operations.

In the Affiliated Companies Management Regulations, important matters concerning Group companies require either the approval of the company or that it be reported to the company.

The Group Management Committee receives reports from Group companies on their management situation and seeks to increase the management efficiency of the group as a whole by holding ample discussions and coordinating with Group companies.

For subsidiaries above a certain size, the company dispatches (an) officer(s) and/or employee(s) to serve concurrently as director to ensure consistent decision making within the group, swift execution of operations, and supervision of the execution of duties by directors of subsidiaries.

The company has established and implemented a whistleblower system that is accessible to all officers and employees of the group.
6. Matters concerning employees assisting the duties of the Audit & Supervisory Board, matters concerning the independence of said employees (excluding directors who are Audit & Supervisory Committee members) from directors, and matters for ensuring the effectiveness of instructions given by the Audit & Supervisory Board to said employees

If necessary, employees will be appointed to assist the duties of the Audit & Supervisory Board. The appointment, transfer, evaluation, disciplinary action, etc. of employees who assist in the duties of the Audit & Supervisory Board require the consent of the Audit & Supervisory Board. These employees must be independent from directors (excluding directors who are Audit & Supervisory Board members).
7. System for directors (excluding Directors who are Audit & Supervisory Committee members) and employees to report to the Audit & Supervisory Board, other systems for reporting to the Audit & Supervisory Board, system for directors, corporate auditors, and employees of subsidiaries to report to the Audit & Supervisory Board, systems to ensure that audits by the Audit & Supervisory Board are conducted effectively, and systems to ensure that employees are not treated unfairly because of their reporting

Directors (excluding Directors who are Audit & Supervisory Board members) and employees, as well as directors, Audit & Supervisory Board members and employees of the group, report to the Audit & Supervisory Board on important matters that affect the business or performance of the group. The Audit & Supervisory Board may request the submission of materials at any time as necessary.

The Risk and Compliance Committee, which is in charge of the whistleblower system, regularly reports to the company's Audit & Supervisory Board on the status of whistleblowing from officers and employees of the group.

The Whistleblower Regulations prohibit unfair treatment of officers and employees of the group who report to the Audit & Supervisory Board, including their use of whistleblower system, on the grounds of such reporting.

The Audit & Supervisory Board shall cooperate with the Internal Audit Dept. when necessary to carry out audit operations efficiently, and the Internal Audit Dept. shall regularly report to the Audit & Supervisory Board on the status of internal audits.

When an Audit & Supervisory Board member requests the company to pay expenses in advance for the execution of his or her duties, the company shall promptly process such expenses or liabilities after deliberation by the department in charge, except in cases where the expenses or liabilities pertaining to the request are deemed unnecessary for the execution of the duties of the Audit & Supervisory Board members.

End

Internal Audits

The company has established the Internal Audit Dept. as an independent organization that reports directly to the CEO. The Internal Audit Dept. formulates an internal audit plan with the objective of ensuring appropriate compliance practices, promoting the reliability of financial reporting, and advancing operational efficiencies. The Internal Audit Dept. performs audits after preparing internal audit reports, and reports the results to the Board of Directors. If any improvements are found to be necessary, the department confirms the details of the improvement plan and the status of improvements.

The Internal Audit Dept. conducts internal audits of multiple departments and subsidiaries in response to management issues and management importance. Recognizing the importance of auditing consolidated subsidiaries overseas, the company audits each subsidiary at least once a year, including online audits.

In addition, the Internal Audit Dept. attends monthly Audit & Supervisory Board meetings to regularly report and hold discussions in order to strengthen cooperation with the Audit & Supervisory Board.

Governance