Corporate Governance

Criteria for Independence
Nichirei Corporation (the “Company”) deems that for any Outside Director, Outside Company Auditor or candidate for either of the aforementioned positions to qualify as independent, that individual must not fall under any of the following items.
1. Related party to the Nichirei Group
This includes persons who execute business (“executives”) of the Company and its subsidiaries (the “Group”)
2. Related party as a supplier or client
[1] This includes parties whose major suppliers are the Group or an executive thereof
Note: “Parties whose major suppliers are the Group” refers to a party who in the most recent fiscal year has received from the Group payments amounting to or exceeding the higher of either 2% of annual consolidated net sales of the party, or 100 million yen.
[2] This also includes major clients and clients of the Group or an executive thereof.
Note: “Major clients of the Group” refers to clients who in the most recent fiscal year have made payments amounting to 2% or more of the Group’s annual consolidated net sales.
[3] This also includes major lenders of the Group, and executives thereof.
Note: “Major lenders of the Group” refers to lenders who in the most recent fiscal year have loaned to the Group funds amounting to 2% or more of the Group’s consolidated total assets.
3. Party that receives donations or grants
This includes directors and executives of organizations that receive from the Group donations or grants amounting to 10 million yen or more annually.
4. Specialized service provider
[1] This includes individuals who, in addition to officer remuneration of the Group, receive from the Group fees amounting to 10 million yen or more annually as attorneys at law, certified public accountants or certified public tax accountants, or for consultancy services involving fields such as management, finance, technology and marketing.
[2] This also includes members, partners or other employees of an auditing firm employed as accounting auditor for the Group.
5. Holder of voting rights
[1] This includes shareholders who hold a 10% or greater share of voting rights of the Company or executives thereof.
[2] This also includes executives of companies for which the Group holds a 10% or greater share of the respective voting rights.
6. Party with respect to whom the aforementioned have applied in the past
[1] This includes parties with respect to whom the aforementioned item 1 has applied once or more in the past.
[2] This also includes parties to whom any one of the aforementioned items from 2 to 5 has applied over any time during the last three years.
7. Close relative
This includes spouses and relatives within two degrees of kinship to whom any one of the aforementioned items from 1 to 6 apply (unless such party has an insignificant influence in regard to the respective entity).