Corporate Governance

Our Basic Policy

We consider that the fulfillment of the corporate governance of the Asahi Group is an utmost managerial priority in order to realize optimum corporate activities that would meet the expectations of its stakeholders including shareholders, investors and general consumers. Based on this concept, we endeavor to proactively strengthen group management, enhance the trust relationship with society, and improve the sociality and transparency of the Group companies.

In addition to carrying out our Long-Term Vision and Medium-Term Management Policy under this concept, we established the Corporate Governance Guidelines, with the aim of promoting further reform centered on new topics.

By continuing to practice "aggressive governance" with the Corporate Governance Guidelines as the cornerstone, we will seek sustained growth and corporate value enhancement over the medium to long term.

Corporate Governance Guidelines (Revised on March 28, 2017)

To contribute to the increase corporate value over the mid-to long-term of the company, we decide to analyze and evaluates the effectiveness of the Board of Directors. The summary of results of evaluation regarding the fiscal 2015 is as follows:

The summary of results of evaluation regarding the fiscal 2015 is as follows:

Evaluation Results of the Effectiveness of the Board of Directors (March 28, 2017)

Characteristic Features of Our Corporate Governance System

Characteristic Features of Our Corporate Governance System

Board of Directors / Directors

The Board of Directors comprises 10 directors including three outside directors. The Company has selected outside directors who satisfy the Company standards of independence and has filed notices of them as independent officers in accordance with the rules of the Tokyo Stock Exchange. The outside directors have experience as an educator, economic policy expert, and manager, respectively, and their extensive experience and wide-ranging insights are reflected in ensuring the transparency of the decision-making process by the Board and in management supervisions.

reflected in ensuring the transparency of the decision-making process by the Board and in management supervisions.

Meetings of the Board of Directors are in principle held on a regular basis once each month and at other times whenever necessary. Regular meetings of the Board of Directors were held 12 times in FY2015, with a 97.2% attendance rate by outside directors.

Meetings of the Board of Directors and attendance of outside directors

FY2011 FY2012 FY2013 FY2014 FY2015
No. of regular meetings 12 10 10 11 12
Outside director attendance rate 97.1% 90.0% 93.3% 93.9% 97.2%

The Company's flat and flexible organizational structure includes 20 sections under the direct control of directors to facilitate implementation of cross-functional operations. Putting directors in charge of business operations also allows for the implementation of Group management with coordination among Group-wide business and functional strategies.

Putting directors in charge of business operations also allows for the implementation of Group management with coordination among Group-wide business and functional strategies.

Audit & Supervisory Board / Audit & Supervisory Board Members

The structure of Asahi Group Holdings' audit & supervisory board is shaped around audits performed by audit & supervisory board members and the audit & supervisory board, which are independent from the Board of Directors, as well as supervision of the status of the performance of duties by directors.

The audit & supervisory board comprises five audit & supervisory board members of which three are outside audit & supervisory board members to enhance transparency. The Company has selected outside audit & supervisory board members who satisfy the Company standards of independence and has filed notices of them as independent audit & supervisory board members in accordance with the rules of the Tokyo Stock Exchange. The outside audit & supervisory board members have experience as a university professor (academic expert in accounting), corporate manager, and lawyer, respectively, and their extensive experience and wide-ranging insights in these fields are reflected in the proper auditing of management.

insights in these fields are reflected in the proper auditing of management.

The structure of the audit & supervisory board includes the outside audit & supervisory board members mentioned above as well as three full-time staff who do not take instructions from directors or employees to assist the audit & supervisory board by supporting their smooth participation in important meetings and regular reading of documents for approval in order to ensure the smooth execution of audit operations. In addition, key items and other content of the Auditing Standards for audit & supervisory board members are reviewed annually in line with the current business environment as a part of the audit policies for audit & supervisory board members.

Meetings of the audit & supervisory board were held seven times in FY2015, with a 100% attendance rate of outside audit & supervisory board members.

Meetings of the audit & supervisory board and attendance of outside audit & supervisory board members

FY2011 FY2012 FY2013 FY2014 FY2015
No. of regular meetings 9 9 8 6 7
Outside audit & supervisory board members' attendance rate 100% 100% 87.5% 100% 100%

Reasons for the Election of Outside Directors and Outside Audit & Supervisory Board Members

Mariko BandoOutside Director
Mariko Bando fulfills her duties as an Outside Director of the Company by providing the benefit of such experience and knowledge to the management of the Company on the basis of her wide range of knowledge as an educator in addition to her diverse experience in public administration both in Japan and overseas. Accordingly, the Board of Directors deems that she maintains capabilities appropriate for overseeing business execution as the Company promotes global management of operations while pursuing sustainable growth and increase of corporate value.
Naoki TanakaOutside Director
Naoki Tanaka fulfills his duties as an Outside Director of the Company on the basis of his abundant experience as a member of government councils and his broad knowledge as a specialist deeply versed in domestic and international economic policy. The Company expects that he will provide the benefit of such experience and knowledge to the management of the Company. Accordingly, the Board of Directors deems that he maintains capabilities appropriate for overseeing business execution as the Company promotes global management of operations while pursuing sustainable growth and increase of corporate value.
Tatsuro KosakaOutside Director
Tatsuro Kosaka serves as the Chief Operating Officer of a global corporation, and has abundant experience and broad knowledge that includes implementing the medium-term management plan and various other business reforms. Accordingly, the Board of Directors deems that he maintains capabilities appropriate for overseeing business execution as the Company promotes global management of operations while pursuing sustainable growth and increase of corporate value.
Tadashi IshizakiOutside Director
The Board of Directors expects that Tadashi Ishizaki will provide the benefit of his long experience as a university professor and his expertise in accounting to the audit of the Company.
Katsutoshi SaitoOutside Audit & Supervisory Board Member
The Board of Directors expects that Katsutoshi Saito will provide the benefit of his abundant experience and broad knowledge as a corporate manager to the audit of the Company.
Yumiko WasedaOutside Audit & Supervisory Board Member
The Board of Directors expects that Yumiko Waseda will provide the benefit of her abundant experience and professional perspective as a lawyer to the audit of the Company.

Nomination Committee and Compensation Committee

The Company established a Nomination Committee and a Compensation Committee as advisory bodies to the Board of Directors to ensure fairness and transparency in decision-making regarding officer personnel matters and officer compensation. The two committees are made up of directors including outside directors.

The Nomination Committee consists of two internal and two outside directors, and the Committee chairman is an internal director elected by its members. The Committee reports on director, audit & supervisory board member, and corporate director candidates for consideration by theBoard of Directors. The Committee met twice in FY2015 and reported primarily on personnel matters concerning officers.

Board of Directors. The Committee met twice in FY2015 and reported primarily on personnel matters concerning officers.

The Compensation Committee comprises two internal and two outside directors, and the Committee chairman is an outside director elected by its members. The Committee reports on matters including the compensation structure and compensation proposals regarding directors and corporate officers for submission to the Board of Directors. The Committee met nine times in FY2015 and reported primarily on matters of officer compensation.

Corporate Strategy Board

The Company established the Corporate Strategy Board to report on evaluation of the objectiveness, reasonableness and legality of important issues with the aim of promptly carrying out decisions made by the Board of Directors in response to inquiries by the president and representative director.

The Corporate Strategy Board consists of internal directors and corporate officers, and is chaired by the president and

The Corporate Strategy Board consists of internal directors and corporate officers, and is chaired by the president and representative director. Meetings are attended by at least one full-time audit & supervisory board member acting as an observer to ensure the lawfulness of its decision-making process regarding material matters and to augment compliance management. Meetings of the Corporate Strategy Board were held 50 times in FY2015, which mostly reported on management strategy formulation and the execution of business at Group companies.

Internal Auditing

The internal audit organization comprises Audit Divisions or Audit Departments with eight staff members at Asahi Group Holdings, Ltd., five staff members at Asahi Breweries, Ltd., and four staff members at Asahi Soft Drinks Co., Ltd. Each of these organizations cooperates with the others in undertaking appropriate and efficient audits of the implementation of business operations based on the annual auditing plan in order to effectively achieve internal control targets. During FY2015, audits were conducted of 25 Group companies.

targets. During FY2015, audits were conducted of 25 Group companies.

In addition, audit reports are issued following each audit and summaries of audit results are reported to the Corporate Strategy Board regularly twice each year, and those reports are used for the adoption of new audit policies.