Governance System

Audit & Supervisory Board

The Audit & Supervisory Board comprises four Audit & Supervisory Board Members, including three Outside Audit & Supervisory Board Members. In principle, the Board meets once a month on a regular basis, and extraordinary meetings are convened as necessary. In addition, the Company stipulates that at least one member of the Audit & Supervisory Board shall possess considerable knowledge of finance and accounting.
Each Audit and Supervisory Board Member audits the legality and appropriateness of business operations in accordance with the audit policies, audit plans, and division of audit duties established by Audit & Supervisory Board, and reports to Board of Directors. Furthermore, liaison meetings are held to strengthen cooperation with Member of the Board(Outside Director), and information is shared regarding management status, governance status, etc.

Priority audit items

Internal audit

The Internal Audit Department checks and provides guidance mainly through operational audits. The Audit Department audits the overall internal control of executive departments in accordance with the audit plan approved by the Board of Directors, and periodically reports the status of audit implementation to the management.

Nomination Advisory Committee / Renumeration Advisory Committee

J-OIL MILLS in order to increase the independence and objectivity of the functions of Board of Directors and to strengthen accountability, the Company has established "Nominating Advisory Committee" and "Compensation Advisory Committee" with Member of the Board(Outside Director) as chairpersons.
The independence of the committee is ensured by having the chairman and a majority of the committee members be independent Member of the Board(Outside Director).

Nominated Consult committee

• Composition: 3 Outside Directors and 1 Director
• Functions/Role: Deliberates on the nomination, appointment and dismissal of Member of the Board and Executive Officer, and Report to Board of Directors.
• In FY2025, the committee convened four times, primarily to deliberate on matters such as proposals for the appointment and dismissal of directors and executive officers, the committee’s activity plan for FY2025, the CEO succession plan, succession planning for key management personnel, and the skills matrix for directors and other executives.

Renumeration Advisory Committee

• Composition: 3 Outside Directors, 1 Director, and 1 Standing Audit & Supervisory Board Member
• Functions/Role: Deliberates on the need to revise executive remuneration system and evaluation system for Member of the Board and Executive Officer, and the appropriateness of compensation, and Report to Board of Directors.
• In FY2025, a total of six meetings were held, at which deliberations were mainly conducted on matters related to the remuneration system (fixed remuneration, short-term and long-term incentives), as well as consideration of the executive share-based remuneration plan with a view to FY2027 and beyond.

Composition and attendance of the Board of Directors, the Audit & Supervisory Board, and committees

Composition and attendance in FY2025

●...Chairman or chairperson, ○...Committee or member
*1 Titles and positions are as of March 31, 2026, the end of the fiscal year. For individuals who resigned during the fiscal year, their titles are listed as of the time of resignation.
*2 Mr.Yuichiro Haruyama, Ms. Mariko Sugawara and Mr. Masafumi Tanabu were appointed at the conclusion of the 23nd Annual General Meeting of Shareholders held on June 25, 2025. Therefore, their attendance records are provided from the time of their appointment onward.
*3 Mr. Takeshi Kamigochi, Mr. Eizo Matsumoto, Mr.Tsuyoshi Kameoka, Mr.Akira Nozaki, and Mr. Eiji Mizutani retired at the conclusion of the 23nd Annual General Meeting of Shareholders held on June 25, 2025. Therefore, their attendance records are provided up to the time of their retirement

Executive committee / Other committees

Consult body to Executive Committee

1. Risk Management Committee
   Under the umbrella of Compliance Subcommittee and Risk Management Subcommittee, the purpose is to respond comprehensively and promptly to potential risks that may affect management, crises (manifested risks) such as noncompliance, and crises (major crises), and to prevent and reduce the impact of such risks, and to raise employee compliance awareness and The company is working on addressing violations, assuming and preventing risks, and responding to crises.
   For details of the risk management system, please see below.
   Risk Management System
2. Sustainability Committee
   The purpose of this committee is to incorporate the idea of sustainability, which is linked to our corporate philosophy, into our business activities and to hold necessary discussions. We position climate change countermeasures throughout the supply chain as a top priority, and we work to resolve issues by sharing sustainability and reducing environmental impact across the entire company issues from procurement to production, logistics and sales.
   Please see below for details on our sustainability promotion structure.
   Sustainability Promotion Structure
3. Human resources committee
   Recognizing that initiatives "human capital," the foundation of corporate activities, is crucial for sustainable corporate value enhancement, we have dissolved the "Human Division," which was previously under Sustainability Committee, and established a new "Human Resources Committee" from April 2025. We will develop systems and workplace environments that enable employees to grow more than ever before, and formulate and strengthen the implementation of human resources strategies that are aligned with management and business strategies.
4. Investment and Financing Committee
   The purpose of the committee is to consider from various angles the implementation and follow-up of investments, loans, and corporate alliances, as well as the identification and revitalization of unprofitable businesses, in order to contribute to the deliberations of Executive Committee. The committee considers the details, issues, necessity, risks, financial plans, management structures for PMI, etc., and priorities from a company-wide perspective, taking into account the consistency of each project with the corporate philosophy and management plans, compliance with investment plans and domestic and international laws and regulations, and ensuring safety, the environment, and quality.

Other committees

1. Information Disclosure Committee
   As an organization responsible for strengthening strategic information dissemination and making company-wide information disclosure decisions, we promote timely, appropriate, and fair information disclosure.
2. Branding Committee
   We are working to spread the brand both internally and externally through the formulation of brand strategies aimed at improving the brand power of Communication brand JOYL, and the formulation and implementation of brand reinforcement measures.

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