NISSIN FOODS HOLDINGS CO., LTD. (the "Company") strives to achieve highly objective and transparent management by appointing multiple outside directors and outside corporate auditors and actively reflecting the opinions of outside experts in management. We have introduced an executive officer system to promote rapid decision-making and to separate management oversight from business execution.

The Board of Directors consists of fifteen members: eleven directors, including three outside directors, and four corporate auditors, of which, three are outside corporate auditors. The Board meets monthly and convenes extraordinary meetings as otherwise necessary. The Board decides on important matters concerning business execution, including basic management policies and strategy, and supervises the execution of duties by the directors.

The Management Committee, consisting of the full-time directors and standing corporate auditors, meets twice monthly to discuss matters to be decided by the Board and to discuss and decide matters delegated to it by the Board. In addition, the Chief Officers and Presidents Committee (COP Committee), consisting of the full-time directors, standing corporate auditors, executive officers and presidents of operating companies, and the Investment and Loan Strategy Committee, consisting of the full-time directors and standing corporate auditors, meet monthly to supervise the execution of duties by the representative directors, and to conduct preliminary assessments of and discuss important investment projects, respectively.

The Company has adopted the statutory auditor system. The Board of Corporate Auditors ("BCA"), consisting of four corporate auditors, including three outside corporate auditors, is an organization that establishes audit policies and audit plans, serves as a mechanism for mutual reporting among the corporate auditors on important matters concerning audits and engages in necessary discussion and decision-making. The BCA meets monthly and convenes extraordinary meetings as necessary. An alternate corporate auditor (two-year term) is elected to step in should a vacancy occur in an outside statutory auditor position.

The Company regards the development, construction and appropriate operation of internal control systems as one of its most important management priorities. The Board of Directors established the basic policy on the construction of internal control systems in May 2006 and reviews the policy as appropriate.

The corporate auditors evaluate the effectiveness of internal control systems in all aspects of management. The corporate auditors and the Internal Auditing Office audit and verify the effectiveness of internal controls in operational audits of individual business departments, pointing out areas for improvement and providing guidance and instructions as necessary.

The Company is also developing internal control systems related to financial reporting in response to enactment of the Financial Instruments and Exchange Law. We are developing systems that provide checks and balances at the departmental level in day-to-day operations such as purchasing, production, distribution, sales and administration and have developed and operate systems that provide checks and balances between departments.