Concept and System

Independent Outside Director, Chairman of the Board of Directors, member of the Nominating Committee, member of the Audit Committee

Shigeo Ohyagi has extensive experience and exceptional insight into corporate management with respect to engaging in business globally, particularly given that he has served as president and chairman of global corporations. In particular, serving as an Outside Director and outside audit and supervisory board member in multiple leading Japanese companies, he appropriately performs roles that include analyzing potential risks, overseeing business execution and furnishing advice from a practical standpoint to verify potential business development, enlisting his fresh, objective and logical perspective.
Since being appointed as an Outside Audit and Supervisory Board Member of the Company in 2022, he has not only actively given his opinions and recommendations from an objective standpoint at meetings of the Board of Directors and the Audit and Supervisory Board based on his knowledge and insights into corporate management, but also reviewed the audit status of domestic group companies and the activities of the audit committees, etc. of overseas group companies, and conducted interviews with top management in order to appropriately audit the execution of duties by Directors of the Company, including the internal control systems, thus fulfilling his role as Outside Audit and Supervisory Board Member of the Company and helping to enhance corporate value of the Company over the medium to long term. The Company expects him to demonstrate his abilities in the areas of long-term strategy, global affairs, senior leadership, risk governance & internal control, human resources & culture, and operational process skills, which are underpinned by his extensive experience and exceptional insight as an outside officer of other companies and as a participant in corporate management of companies engaged in global businesses.
Accordingly, we deem that he is a human resource necessary to the composition of the Board of Directors for the Company as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

President and Group CEO, Director and Representative Executive Officer, member of the Nominating Committee, Chairperson of the Sustainability Advisory Committee

Since being appointed as a Director of the Company in 2017, Atsushi Katsuki has been responsible for alliances & M&As and many domestic and overseas businesses, and has a track record that includes promoting the restructuring of the business portfolio. Serving as President and Group CEO, Representative Director, he has worked to realize sustainable growth in our existing businesses, centered on beer, while leveraging the foundation of those businesses to expand into peripheral and new businesses and service domains, based on the “Medium- to Long-Term Management Policy” enlisting an approach that entails backcasting from megatrends. In addition, he has endeavored to reform the executive structure with the aim of strengthening group governance and maximizing corporate value. Moreover, while increasing the competitiveness of each of the Company’s Regional Headquarters in areas including Japan, Europe, Oceania, and Southeast Asia, he has also built systems to create synergies between these regions.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a Director of the Company through his experience as Group CEO of overseas Regional Headquarters, a Director and CFO of the Company. In particular, he can be expected to demonstrate insight and expertise regarding long-term strategy, sustainability, senior leadership, finance & accounting, human resources & culture, and operational processes, as well as skills toward discontinuous growth supported by knowledge and experience regarding M&A, and supervision and decision-making abilities from a global perspective, using his extensive experience overseas.
Accordingly, we deem that Atsushi Katsuki will continue to be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Director, Executive Officer, Group CPO, member of the Nominating Committee, member of the Compensation Committee, member of the Sustainability Advisory Committee

Since being appointed as a Director of the Company in 2019, Keizo Tanimura’s responsibilities have included administration and governance. His track record includes promoting a succession planning system for the Group’s executives and the construction of a system for human resources and compensation global policy, and he has also promoted reinforcement of the operating foundation of governance for increasing the effectiveness of the Board of Directors. Moreover, he built a track record that includes numerous achievements such as driving significant improvement in external ESG assessments through his efforts in promoting the integration of sustainability and management as well as environmental measures including reducing CO2 emissions. His efforts have also resulted in high scores with respect to employee engagement from coordinating initiatives among the Regional Headquarters, which involved drawing up a Group-wide personnel policy and engaging in diversity, equity and inclusion (DE&I) initiatives.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a Director of the Company through his extensive experience at multiple companies, including as Director of an overseas Regional Headquarters. In particular, he can be expected to demonstrate insight and expertise regarding legal affairs & compliance, and operational processes, human resources & culture skills from a global perspective and sustainability skills through tapping into the power of inclusiveness of diverse cultures while reading the future trends of DE&I and ESG, along with risk governance and internal control skills based on insight and expertise regarding governance.
Accordingly, we deem that Keizo Tanimura will continue to be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Director, Executive Officer, Group CFO, member of the Compensation Committee

Since assuming the role of Director of the Company in 2022, Kaoru Sakita has been responsible for the areas of finance, procurement, and IT, and as a Group CFO, he made a track record that includes having contributed to improving the robustness of our financial position by optimizing our global cash management system and by reducing financial liabilities. Additionally, he has promoted the materialization of innovation in three key areas of the Company’s DX strategy (processes, organization, and business models) and contributed to improving Group-wide procurement capabilities.
With an extensive experience of having served in the Group in areas that include finance and corporate planning and as a COO of overseas Regional Headquarters, he has played an important role in the Company’s growth enlisting his high-level expertise and knowledge in global management, and he sufficiently possesses the insight, expertise, and ability required as a Director of the Company. In particular, he is expected to demonstrate insight and expertise regarding long-term strategy, finance & accounting, procurement, risk governance & internal control, operational processes, discontinuous growth skills backed by extensive experience in alliances and M&As, and decision-making abilities from a global perspective, using his extensive experience overseas.
Accordingly, we deem that Kaoru Sakita will continue to be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Director, member of the Audit Committee

Yukitaka Fukuda has abundant management experience in the Group, mainly in finance and accounting, as an Executive Officer and General Manager of Finance Section of the Company, President and Representative Director of Asahi Professional Management Co., Ltd., and Audit and Supervisory Board Member of Asahi Group Japan, Ltd.
Since being appointed as an Audit and Supervisory Board Member of the Company in 2023, he has carried out audits and audit visits to group companies, attended important meetings, conducted interviews with top management, and exchanged opinions with executive departments as well as the standing audit and supervisory board members and independent accounting auditors of domestic group companies, in order to appropriately audit the execution of duties by Directors of the Company, including the internal control system, thus fulfilling his role as Standing Audit and Supervisory Board Member and helping to enhance corporate value of the Company over the medium to long term. The Company expects him to demonstrate his abilities in the areas of finance & accounting, risk governance & internal control, and senior leadership, which are underpinned by a high level of expertise in finance and accounting and deep insight into compliance, risk management, and internal audit, as well as operational process skills based on his extensive knowledge of the Company’s businesses, including its Alcohol Beverages Business.
Accordingly, we deem that Yukitaka Fukuda will be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Director, member of the Audit Committee

As the Company’s Executive Officer, Head of Internal Audit, Akiko Oshima has experience related to compliance, risk management, and internal audit, as well as abundant experience in business management, including overseas business management, at the corporate strategy sections of the Company and its group companies.
Since being appointed as an Audit and Supervisory Board Member of the Company in 2024, she has carried out audits and audit visits to group companies, attended at important meetings, conducted interviews with top management, and exchanged opinions with executive divisions as well as the standing audit and supervisory board members and independent accounting auditors of domestic group companies, in order to appropriately audit the execution of duties by Directors of the Company, including the internal control system, thus fulfilling her role as Standing Audit and Supervisory Board Member and helping to enhance corporate value of the Company over the medium to long term. The Company expects her to demonstrate her abilities in the areas of legal affairs & compliance, risk governance & internal control, and operational process skills which are underpinned by a high level of insight into compliance, risk management, and internal audit, as well as global business skills based on her extensive knowledge of the Company’s businesses.
Accordingly, we deem that Akiko Oshima will be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Independent Outside Director, Chairperson of the Nominating Committee, member of the Compensation Committee

Since being appointed as an Outside Director of the Company in 2022, Kenichiro Sasae has participated in discussions and activities that contributed to substantial and appropriate supervision of the Board of Directors on global business execution from the perspective of geopolitical risk and international affairs, based on his extensive knowledge and experience regarding international politics and economics, as well as his experience as an outside officer of other companies.
Furthermore, as Chairperson of the Nominating Committee, to enhance the supervisory function of the Board of Directors, he has led the operations of the committee in a fair and transparent manner, and reported to the Board of Directors on matters such as the Board of Directors Skill Matrix, oversight of the Group CEO succession plan, and proposals regarding officer appointments. Furthermore, as a member of the Compensation Committee, he gave specific opinions and recommendations regarding the formulation of new remuneration plans, and proposals made on bonus payments. He is expected to demonstrate expertise in long-term strategy, global affairs, senior leadership, risk governance & internal control, human resources & culture skills supported by his experience and insight.
Accordingly, we deem that Kenichiro Sasae will continue to be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Independent Outside Director, member of the Nominating Committee, Chairperson of the Compensation Committee

Since being appointed as an Outside Director of the Company in 2022, Tetsuji Ohashi has participated in discussions and activities that contributed to substantial and appropriate supervision of the Board of Directors such as asking questions and raising concerns about group governance and global business execution that grasp the essence based on the perspective of managing a global corporation and his experience as an outside officer of other companies.
As a member of the Nominating Committee, he gave specific opinions and recommendations regarding the Board of Directors Skill Matrix, oversight of the Group CEO succession plan, proposals for officer appointments, and other matters. Furthermore, as a member of the Compensation Committee, he gave specific opinions and recommendations regarding the formulation of new remuneration plans, and proposals made on bonus payments. He is expected to demonstrate expertise in long-term strategy, global affairs, discontinuous growth, senior leadership, and operational process skills supported by his experience and insight.
Accordingly, we deem that Tetsuji Ohashi will continue to be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Independent Outside Director, member of the Sustainability Advisory Committee

Since being appointed as an Outside Director of the Company in 2023, Mari Matsunaga has participated in discussions and activities that contributed to substantial and appropriate supervision of the Board of Directors from the perspective of new business models and new businesses aimed at the Company’s sustainable growth based on her experience in developing new services and creating new business models as well as her experience as an outside officer at another company.
Furthermore, as a member of the Sustainability Advisory Committee, she gave opinions and recommendations on strengthening the Group’s sustainability governance system and on further integration of sustainability and management. She can be expected to demonstrate skills related to sustainability, discontinuous growth, senior leadership, and human resources & culture backed by her extensive knowledge and broad insight into the culture and lifestyles of modern society.
Accordingly, we deem that Mari Matsunaga will continue to be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Independent Outside Director, Chairperson of the Audit Committee

Sanae Tanaka, through her long years of practice as an attorney at law, possesses expertise in corporate legal affairs and a high level of insight that enables her to supervise management from the perspective of laws and regulations, etc.
Since being appointed as an Outside Audit and Supervisory Board Member in 2023, she has not only actively given her opinions and recommendations from an objective standpoint at meetings of the Board of Directors and the Audit and Supervisory Board based on her extensive knowledge and experience as an attorney at law, but also reviewed the audit status of domestic group companies and the activities of the audit committees, etc. of overseas group companies, and conducted interviews with top management in order to appropriately audit the execution of duties by Directors of the Company, including the internal control systems, thus fulfilling her role as Outside Audit and Supervisory Board Member of the Company and helping to enhance corporate value of the Company over the medium to long term. The Company expects her to demonstrate her skills in such areas as sustainability, legal affairs & compliance, risk governance & internal control, human resources & culture, underpinned by her many years of activity as an attorney at law.
Accordingly, we deem that Sanae Tanaka will be a necessary human resource who is indispensable to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Independent Outside Director, member of the Nominating Committee, member of the Compensation Committee

Since being as an appointed Outside Director of the Company in 2024, Chika Sato has participated in discussions and activities that contributed to meaningful and appropriate supervision of the Board of Directors, such as by asking substantive questions and raising issues about enhancing human capital based on her extensive experience and wide-ranging insights in the area of human resources at global companies.
The Company expects her to demonstrate her skills in such areas as global affairs, discontinuous growth, senior leadership, human resources & culture, underpinned by her experience in the area of human resources at global companies.
Accordingly, we deem that Chika Sato will continue to be a human resource necessary to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Independent Outside Director, member of the Sustainability Advisory Committee

Since being appointed as an Outside Director of the Company in 2024, Melanie Brock has participated in discussions and activities that contributed to meaningful and appropriate supervision of the Board of Directors, such as by asking substantive questions and raising issues about diversity and the global execution of business, based on her experience of marketing and engagement in efforts to promote diversity, etc. during her activities as a global consultant.
The Company expects her to demonstrate her skills in such areas as global affairs, sustainability, senior leadership, human resources & culture, underpinned by her experience at the global level in such matters as in forming networks while serving in an organization linking the financial industries of Japan and Australia, and the experience and insights derived from serving as an outside officer of other companies.
Accordingly, we deem that Melanie Brock will continue to be a human resource necessary to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.
Accordingly, we deem that Melanie Brock will continue to be a human resource necessary to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.

Outside Director, member of the Audit Committee

Through many years of experience as a certified public accountant in Japan and overseas, Akiko Miyakawa is well-versed in accounting audits of global companies and internal control systems, and she possesses a sufficiency of the insight, expertise, and ability required as a Director of the Company in such areas as global affairs, finance & accounting, risk governance & internal control, and operational processes.
Since she has a high level of financial and accounting expertise due to her experience of involvement in global accounting audits as an Outside Director, the Company expects her in particular to actively give her opinions and recommendations at meetings of the Board of Directors with the objective of enhancing the effectiveness of organizational audits, based on her extensive experience and wide-ranging insights on internal control, in addition to providing management oversight and actively pointing out and giving her opinion on management issues from the financial and accounting perspective.
Accordingly, we deem that Akiko Miyakawa will be a human resource necessary to the composition of the Board of Directors as a member of the Board who has diverse insight, expertise, and capabilities for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors after the transition to a Company with Nominating Committee, etc.