KAMEDA SEIKA Corporate Governance Policy

[Chapter I. General Provisions]

1. Purpose of Establishment and Positioning of Policy

  • The KAMEDA SEIKA Corporate Governance Policy (hereinafter referred to as “the Policy”) has been established for the purpose of providing guidelines for the management team and employees to work as one to act proactively for the realization of effective corporate governance with the aim of sustained enhancement of corporate value of the corporate group (hereinafter referred to as “the Group”) composed of KAMEDA SEIKA CO., LTD. (hereinafter referred to as “the Company”) and its affiliates.
  • The Company will publicize the Policy internally and externally.

2. Basic Views on Corporate Governance

(Principle 3.1)

  • Corporate governance in the Company is a mechanism for timely and appropriately ensuring the transparency, fairness, planning, and speed of management, and enabling business operations and supervision to be organically linked for the realization of the ideal corporate management (aiming to achieve sustained development of the business and enhancement of corporate value by building good relations with all relevant parties surrounding the Company and meeting the needs of society) that the Company has aspired since it was founded based on its corporate philosophy.

3. Corporate Philosophy

(General Principle 2, Principle 2.1, Principle 3.1, General Principle 4)

  • ・Founding Philosophy
    During the food shortages in Japan immediately after World War Ⅱ, our founder felt that “Men can find pleasure in drinking, but there is no enjoyment for women and children. I want to give them something that can bring enjoyment and delight to their lives.” This became our founding philosophy, and KAMEDA SEIKA was born. With no prior experience, he began making mizuame – a thick, clear and sticky starch syrup.
  • ・Mission Statement
    • 製菓展道立己 (Seika-Tendo-Rikki )
      As a manufacturer and seller of rice crackers and snacks, we will explore the path to find our identity by seeking to grow through refining management and operations widely, including manufacturing technology, product development, and market development. Our identity refers to the Company itself and each individual employee making up the Company. We will work together to improve our social and economic standing.
  • ・Management Philosophy
    • – Respond to the needs of all those involved with the Company
    • – Ensure the Company flourishes forever
  • ・Basic Management Policy
    • – Manage the Company democratically
    • – Refrain from using the Company for personal gain
    • – Be dedicated to planned management

4. Procedures for Establishment, Revision, and Abolition

  • The establishment, revision, or abolition of the Policy is subject to a resolution of the Board of Directors.

[Chapter II. Stakeholders]

5. Relationship with Stakeholders

(General Principle 2)

  • The Company considers its customers (consumers) as its most important stakeholders. Continuously meeting their expectations is its greatest mission and serves as the foundation for building long-term relationships of trust with all stakeholders, including employees, shareholders, business partners, and local communities.

6. Relationship with Employees

(General Principle 2, Principle 2.2, Principle 2.4)

  • The Company supports employees’ self-realization, promotes diversity, and fosters diverse values, individuality, and capabilities to achieve sustainable growth while contributing to a richer and more fulfilling life for employees.
  • The Company establishes a Code of Conduct as specific guidelines for the actions of Directors, Audit & Supervisory Board Members, and employees to enhance corporate value through ethical and compliant conduct.

7. Relationship with Shareholders

(Supplementary Principle 1.1.3, Principle 1.3, Supplementary Principle 4.1.2, General Principle 5, Principle 5.1, Supplementary Principle 5.1.1, Supplementary Principle 5.1.2, Supplementary Principle 5.1.3)

  • The Company is committed to achieving sustainable growth and medium- to long-term enhancement of corporate value.
  • The Company engages in regular dialogue with shareholders and investors to build long-term relationships of trust.
  • The Company establishes a framework and a basic policy to promote constructive dialogue with shareholders and investors.
  • The Company establishes a basic policy on capital strategy and sets performance indicators, such as consolidated return on equity (ROE) and dividend payout ratio.

[Chapter III. Disclosure]

8. Timely and Appropriate Disclosure

(Supplementary Principle 1.2.1, General Principle 3, Principle 3.1, General Principle 5)

  • The Company provides financial and non-financial information precisely and appropriately to a wide range of stakeholders, beyond statutory requirements.
  • The Company establishes a Disclosure Policy as a guiding framework for information disclosure.

[Chapter IV. Corporate Governance System]

9. Organizational Structure

(Principle 4.4, Principle 4.10)

  • The Company selects a company structure with an Audit & Supervisory Board.

10. Internal Audit Department

(Supplementary Principle 4.13.3)

  • The Company establishes an Internal Audit Department, which reports directly to the Representative Director, President.
  • The Internal Audit Department collaborates with Directors, Audit & Supervisory Board Members, and Accounting Auditor as necessary.

11. Board of Directors

(1) Responsibilities and Roles of the Board of Directors (General Principle 4, Principle 4.1)

  • The Company regards the Board of Directors as a body dedicated to promoting sustainable growth and enhancing medium- to long-term corporate value.
  • The Board of Directors engages in constructive discussions on management strategy and verifies that individual business operations are consistent with that strategy.

(2) Composition (General Principle 4, Supplementary Principle 4.3.1, Principle 4.4, Principle 4.6, Principle 4.8, Principle 4.11, Supplementary Principle 4.11.1)

  • The Board of Directors comprises Directors and Audit & Supervisory Board Members with diverse backgrounds, including gender and nationality.
  • The Company adopts a basic stance of appointing a majority of directors as Independent Outside Directors.
  • The Company ensures that a majority of Audit & Supervisory Board Members are Independent Outside Audit & Supervisory Board Members.
  • Outside Directors are primarily drawn from individuals with executive experience in the food industry or other sectors.
  • Inside Audit & Supervisory Board Members are generally appointed from individuals with expertise in finance, accounting, and food manufacturing. Outside Audit & Supervisory Board Members are generally appointed from individuals with expertise in finance, accounting, or law, or with executive management experience.

(3) Chairman of the Board of Directors (Principle 4.12)

  • The Chairperson of the Board of Directors strives to foster an environment where the Board serves as a forum for open, constructive discussions aligned with the corporate philosophy to promote growth.

(4) Voluntary and Independent Advisory Committee (Supplementary Principle 4.10.1)

  • The Company has established the Nomination and Remuneration Committee, a voluntary and Independent Advisory Committee of the Board of Directors, to enhance objectivity, transparency, and fairness in the nomination and remuneration of Directors, and to strengthen the corporate governance structure.
  • In response to inquiries from the Board of Directors, the Committee deliberates on policies and methods for the nomination and remuneration of Directors and reports to the Board.
  • The Committee consists of five or more Directors, with a majority being Independent Outside Directors, appointed by resolution of the Board of Directors.
  • The Chairperson of the Committee is appointed from among Independent Outside Directors by resolution of the Board of Directors.

(5) Establishing Management Plans (General Principle 4, Supplementary Principle 4.1.2, Principle 5.2)

  • The Company bases its management on strategic planning and, in formulating medium- to long-term management plans, ensures a timely and accurate assessment of its cost of capital while setting targets for profitability and capital efficiency.

(6) Evaluation of the Effectiveness of the Board of Directors (Supplementary Principle 4.11.3)

  • The Company evaluates the overall effectiveness of the Board of Directors annually at a Board meeting.
  • The Company discloses a summary of the results of the analysis and evaluation conducted by the Board of Directors.

12. Audit & Supervisory Board

(1) Responsibilities and Roles of the Audit & Supervisory Board (Principle 4.4)

  • The Audit & Supervisory Board secures the soundness of the corporation with the aim of sustaining and enhancing corporate value, acting in the common interest of shareholders.
  • The Company strives to establish an environment where Audit & Supervisory Board members have broad access to information and resources, supporting, in principle, all initiatives requested by them, such as access to all information and attendance at important meetings.

(2) Coordination with Independent Outside Directors (Supplementary Principle 4.4.1)

  • Given the distinct roles of Independent Outside Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board, who are expected to fulfill their responsibilities independently, the Company does not provide opportunities for active collaboration among them to prioritize their independence, as excessive coordination may lead to a uniform perspective that could hinder dissenting opinions and undermine independence.
  • The Company ensures sufficient coordination by providing Outside Directors and Outside Audit & Supervisory Board members with similar levels of information, including the content of important meetings, and avoids discrepancies in the information provided.

(3) Coordination with Accounting Auditor and Internal Audit Department (Supplementary Principle 3.2.2)

  • The Audit & Supervisory Board ensures a system that enables sufficient and appropriate audits by collaborating with Accounting Auditor and the Internal Audit Department.

13. Accounting Auditor

(Principle 3.2, Supplementary Principle 3.2.2)

  • The Company ensures a framework that enables sufficient and appropriate audits by Accounting Auditor.

14. Management Team

(General Principle 4, Principle 4.10)

  • The Company has adopted an executive officer system.
  • The Company defines its management team as consisting of Executive Directors and Executive Officers.

15. Successor Development Plan

(Supplementary Principle 4.1.3)

  • The Company formulates a succession plan.
  • As part of the succession plan, the Company conducts evaluations of business execution, designated training programs, assessments such as 360-degree evaluations, individual interviews with Outside Directors, and similar initiatives.

16. Appointment and Dismissal Criteria for Chairman, President, Directors, Audit & Supervisory Board Members, and Executive Officers

(Principle 3.1, Supplementary Principle 4.3.1, Supplementary Principle 4.3.2, Supplementary Principle 4.3.3)

(1) Chairman and President Appointment and Dismissal Criteria

  • The Company establishes the following criteria for the appointment and dismissal of the Chairman and President. (Chairman and President
    Appointment Criteria)
    [Ability]
    • Must understand and be able to implement the Company’s corporate philosophy
    • Must have the ability to ascertain medium- to long-term trends in global society, and to devise and execute medium- to long-term plans accordingly
    [Leadership]
    • Must be able to communicate sincerely with officers and employees
    • Must be able to demonstrate hands-on leadership
    [Personal Qualities]
    • Must have personal appeal, resilience, depth, and generosity
    • Must correctly understand own capabilities, and have a stance of supplementing own shortcomings by coordinating with others

    (Chairman and President Dismissal Criteria)
    In the following cases, the Board of Directors discusses and determines the dismissal of the Chairman and President following deliberation by the Nomination and Remuneration Committee.
    • If the Chairman or President is deemed not to be functioning adequately
    • If serious concerns arise in corporate governance, such as a social scandal
    • If the Company’s performance deteriorates significantly
    • If eligibility under the above appointment criteria is lost
    • The Company selects the Chairman and President by comparing the content of the succession plan with the selection criteria of the Chairman and President, following deliberation by the Nomination and Remuneration Committee and determination by the Board of Directors.
    The actual appointment is determined in the Board of Directors by considering the deliberation by the Nomination and Remuneration Committee and assessments such as 360-degree evaluations.

(2) Executive Officer Appointment and Dismissal Criteria, Director and Audit & Supervisory Board Member Candidate Nomination Criteria

  • The Company establishes criteria for the appointment and dismissal of Executive Officers and the nomination of candidates for Directors and Audit & Supervisory Board Members.
  • The actual nomination of Inside Director candidates is determined in the Board of Directors by considering the opinions of senior management executives and outside officers, and assessments such as 360-degree evaluations, and then submitted to the General Shareholders’ Meeting.

17. Directors’ Remuneration

(Principle 3.1, Principle 4.2, Supplementary Principle 4.2.1)

  • The Company’s remuneration for Directors comprises base remuneration and bonuses.
  • The total amount of remuneration for Directors is resolved at the General Shareholders’ Meeting, following deliberation by the Nomination and Remuneration Committee and decision by the Board of Directors.
  • The Company does not adopt medium- to long-term performance-linked or share-based remuneration but will consider their introduction as necessary, following deliberation by the Nomination and Remuneration Committee and decision by the Board of Directors.
  • The Company provides fixed remuneration without bonuses to Outside Directors and all Audit & Supervisory Board Members (both internal and outside).

18. Independent Outside Directors and Independent Outside Audit & Supervisory Board Members

(Principle 4.7, Principle 4.9)

  • The Company has established independence criteria for appointing Independent Outside Directors and Independent Outside Audit & Supervisory Board Members.
  • In principle, all Outside Directors and Outside Audit & Supervisory Board Members who satisfy the established independence criteria are appointed as Independent Outside Directors and Independent Outside Audit & Supervisory Board Members, respectively.

(1) Coordination among Independent Outside Directors (Supplementary Principle 4.8.1)

  • The Company does not hold meetings consisting solely of Independent Outside Directors for the following reasons.
  • Such meetings are considered effective in environments where Outside Directors constitute a minority of the Board and their opinions may be underrepresented. However, as the Company appoints a majority of its Board as Independent Outside Directors, it maintains an environment where they can freely express their views and have them effectively reflected in decision-making.
  • Independent Outside Directors are expected to leverage their individual expertise. Establishing exclusive meetings risks fostering a collective mindset, which could hinder the expression of dissenting opinions and potentially undermine their independence.
  • The Company ensures a shared understanding among Independent Outside Directors by providing them with the same amount and content of materials, such as minutes and reports from key internal meetings, and avoids discrepancies.

(2) Lead Independent Outside Director (Supplementary Principle 4.8.2)

  • The Company does not designate a Lead Independent Outside Director for the following reasons:
  • Designating a Lead Independent Outside Director may create a sense of hierarchy among Independent Outside Directors or encourage reliance on a single individual.
  • As Independent Outside Directors are expected to contribute their unique expertise individually, there is no necessity for their opinions to be unified by a lead director.

19. Maximum Number of Concurrently Held Positions

(Supplementary Principle 4.11.2)

  • The Company establishes the maximum reasonable number of concurrently held positions for Directors and Audit & Supervisory Board Members in listed companies at four companies, including the Company, to ensure sufficient time for the Company’s management.
  • If the number of concurrently held positions in listed companies exceeds four companies, a Board resolution is required on each such occasion.

20. Support System

(Principle 4.13, Supplementary Principle 4.13.3)

  • The Company establishes a Board Secretariat to ensure smooth operation of the Board of Directors and active deliberation. The Board Secretariat serves as the contact point for Outside Directors.
  • The Company appoints an Audit & Supervisory Board Assistant for the Audit & Supervisory Board Members.

21. Officer Training

(Principle 4.14, Supplementary Principle 4.14.1, Supplementary Principle 4.14.2)

  • The Company conducts training for Directors and Audit & Supervisory Board Members as necessary and discloses its policy on officer training.

KAMEDA SEIKA CO., LTD.
Established: December 19, 2018
Revised: February 18, 2026
(Effective: April 1, 2026)

[Attachment 1] List of Corresponding Sections of the Corporate Governance Code