Concept and System

Basic Concept

Asahi Group Holdings, Ltd. (the “Company”), based on the Group philosophy, the “Asahi Group Philosophy (AGP),” aims to be a group that is trusted even by future stakeholders, and is committed to achieving sustainable growth and increasing corporate value over the medium- to long-term. In order to bring such goals to fruition, the Company has been proactive in its efforts to strengthen Group management in response to globalization, build solid relationships of trust with society including promotion of sustainability management, and enhance its social presence and transparency, such as advancement of engagement with stakeholders, while positioning the reinforcement of the Group’s corporate governance at the top of management priorities. At the same time, the Company has endorsed Japan’s Corporate Governance Code and incorporated it into its governance. In addition, with its sights set on the ultra-long term, the Company’s Board of Directors is promoting discussions on megatrends for the purpose of strengthening foresight with respect to medium- to long-term changes in the business environment and reinforcing its proactive and decisive management by promoting the achievement of the ideal business portfolio and other means.

The Company shall make its institutional design a company with a nominating committee, etc. As a result, the Company has clarified and strengthen management’s supervision and execution roles and establish a better organized audit system. The Company’s inclusion of a statutory nominating committee alongside its statutory audit committee and compensation committee grants it a highly transparent governance structure. In addition, the Sustainability Advisory Committee has been established to act as an advisory body to the Board of Directors. Half of the members of the Sustainability Advisory Committee are independent Outside Directors. Through these systems, the Company has established a structure in which the Board of Directors supervises the management with high effectiveness.

This report summarizes our approach to corporate governance and our efforts to enhance it.

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 (including the Nominating Committee, the Audit Committee (until fiscal 2024, the Audit & Supervisory Board), and the Compensation Committee) every year. The summary of results of evaluation regarding the FY2024 is as follows:

  • In fiscal 2024, as a company with a board of auditors, we conducted an evaluation of the effectiveness of the Board of Directors (including the Nominating Committee and Compensation Committee) and an evaluation of the effectiveness of the Audit & Supervisory Board.

Measures for Enhancing Corporate Governance

2025
  • The Company transitions to a company with nominating committee, etc., organizational design.
  • An Independent Outside Director is appointed as Chairperson of the Board.
2024
  • Achieved a composition of a majority Outside Directors
  • Achieved a composition of more than 40% female Directors*
  • Decision to transition to a Company with Nominating Committee, etc.
  • 2024: 45.5%
2023
  • The number of Outside Directors was raised, constituting half of total Board members. Non-executive directors are in the majority.
  • Sustainability Committee established. (Renamed to Sustainability Advisory Committee in July 2024.)
2022
  • The skill matrix of the Board of Directors was revised.
  • Social value indicators for remunerations of Directors are improved.
2021
  • Disclose summary Evaluation Results of the Effectiveness of the Nominating Committee and the Compensation Committee were commenced.
2020
  • The CXO system was introduced to enhance global governance.
  • The skill matrix of the Board of Directors and the skill set of CEO were formulated.
2019
  • The Company transitioned to a structure in which the Chairperson and Director does not serve concurrently as a representative director and serves exclusively as the Chairperson of the Board of Directors.
  • Standards and guidelines were formulated for the resignation of the CEO, the appointment of representative directors, and terms of office for officers.
  • The number of Outside Directors on the Board of Directors was raised, now constituting 1/3 or more of total Board members.
  • The overall functions of remuneration systems were strengthened to provide an incentive to inside Directors.
2018
  • Title of CEO was transferred from Chairperson and Representative Director to President and Representative Director to improve the effectiveness of management supervision from operational execution.
  • Outside Directors/Audit & Supervisory Board Members account for the majority of the members of the Nominating Committee and the Compensation Committee. Both committees are chaired by Outside Directors.
  • Evaluations of the effectiveness of the Audit & Supervisory Board were commenced.
2017

2015
  • Performance-linked stock compensation was introduced for Inside Directors.
  • Corporate Governance Guidelines were formulated.
  • Evaluations of the effectiveness of the Board of Directors were commenced.
2014

2000
  • Takeover defense measures were abolished.
  • The Company transitioned to a pure holding company structure.
  • Terms of Directors were shortened to 1 year.
  • Retirement benefits for Directors and Audit & Supervisory Board Members were abolished.
  • Nominating Committee and Compensation Committee were established.
  • Corporate Strategy Board was established.
  • Executive Officer System was introduced.
  • Number of Outside Directors was increased from 1 to 3.

Our Corporate Governance System

Our Corporate Governance System
  • As of March 1st, 2026
  • RHQ stands for Regional Headquarters.

Board of Directors / Directors

The Company’s Board of Directors with a view to having in place a robust structure for business execution, which helps enhance corporate value, and a highly effective governance structure, which enables the efficient supervision of business execution, comprises an appropriate number of Directors, a majority of whom are Independent Outside Directors. These Independent Outside Directors come from diverse backgrounds in terms of gender, nationality, employment experience, and other characteristics. Also, in order to achieve sustainable growth and increase corporate value over the medium to long term by putting the “AGP” into practice, the Board of Directors comprises members who can demonstrate the skills expected of the entire Board in a balanced manner, based on the “Board of Directors Skill Matrix,” which includes skills related to long-term strategy, finance & accounting, risk management, crisis management & internal control, sustainability, human resources & culture, and operational processes.

The Board of Directors aims for sustainable growth and the increase of corporate value of the Company over the medium- to long-term by appropriately fulfilling their roles and responsibilities to ensure the sustainable growth and the increase of corporate value over the medium- to long-term, as well as to promote the improvement of earning capacity and capital efficiency by taking into account their fiduciary responsibility and accountability to shareholders. Such initiatives include determining the Medium- to long -Term Management Policies and promoting their execution, while also properly supporting management’s risk taking by streamlining the internal control system and risk management system.

Meetings of the Board of Directors and attendance of directors

Meetings of the board of Directors were held 12 times in fiscal 2025, with a 100% attendance rate of Directors.
Discussion of the following topics:

  • Corporate Governance
  • Group Governance Structure
  • Megatrends Discussion
  • Long-Term Business Portfolio
  • Sustainability
  • Medium-Term Management Plans
  • Enhancement of Human Capital
  • Officer Appointments and Remuneration
  • Risk Governance
  • Measures on Cyberattack
  • Revised Key Indicator Guidelines and Financial Policy
  • Evaluation of the Effectiveness of the Board of Directors
  • Verification of cross-shareholding rationale etc.

In addition to the above, the Board of Directors provides opportunities, separate from formal board meetings, to share information and engage in discussions on medium- to long-term management policies and strategies, thereby facilitating more effective deliberations at subsequent board meetings.

The board of Directors also received information from the Audit & Supervisory Board and the Audit Committee regarding the status of the audit.

The Nominating Committee

The Nominating Committee decide on proposals for the election of Directors to be submitted to the General Meeting of Shareholders, as well as reporting in response to inquiries from the Board of Directors regarding candidates for Executive Officers and succession of Directors and Executive Officers.

The Nominating Committee comprises four Outside directors and two Internal Directors, and the Committee chairperson is an Outside Director elected by its members.

The Nominating Committee met eleven (11) *1 times in fiscal 2025, reporting its findings or conducting discussions primarily on matters related to the choice of candidates for Directors, the selection of Chairman, Representative Executive Officer, President and Group CEO, and Group CxO*2s, the appointment of Nominating Committee Members and Audit Committee Members and Compensation Committee Members, plans for the activities of the committee in fiscal 2025, succession planning, and Director evaluation systems.
The attendance rate for the committee members was 100%.

  • On March 26, 2025, the Company transitioned from a Company with a Board of Auditors to a Company with a Nomination Committee, etc. The Nomination Committee met eight (8) times as a statutory committee of the Company with a Nomination Committee, etc., and three times (3) as a voluntary established committee of a Company with a Board of Auditors.
  • A general term referring to the head of a specific management execution function (x).

The Audit Committee

The Audit Committee audits the status of the development and operation of internal controls through systematic audits that oversee the execution of duties by directors and executive officers and direct internal audit functions. In addition, the committee prepares audit reports, decides on the content of proposals related to independent accounting auditors, and performs other duties stipulated by law and the Articles of Incorporation.

The Audit Committee comprises five members: three Independent Outside Directors and two Internal Directors. The Committee chairperson is selected by resolution of the Committee from among the Independent Outside Directors.

The three Independent Outside Directors are experts in corporate accounting, lawyers and business managers with extensive experience and broad insight in their fields.

The Company has five (5) full-time employees who belong to the Audit Committee Office and can appropriately assist the Audit Committee in its duties, creating a system that allows the Audit Committee to carry out its duties smoothly.

The Audit Committee met eleven (7) times in fiscal 2025.
The committee primarily discussed and made necessary decisions regarding matters such as the audit policy and audit plan; the appointment of the Chair of the Audit Committee, the specified audit committee members, and the appointed audit committee members; the preparation of the Audit Report for the 101st fiscal year; and other legally mandated matters, including the appointment, dismissal, and consent to compensation of the independent accounting auditor. The committee also received audit reports and explanation of audit plan explanations from the independent accounting auditor, reviewed Key Audit Matters (KAM). In addition, the Committee approved the internal audit plan prepared by the Internal Audit Function, confirmed internal audit results, received reports on Audit Committee audits and conducted reviews of audit activities for the first half and the full fiscal year. Furthermore, the Committee received reports on meetings held with the Chairperson of the Board of Directors, the Director, President and Representative Executive Officer, Group CEO, Executive Officers, and division heads; reports on audit activities conducted for Regional Headquarters and group companies; and reports from the executive departments on matters such as risk management and compliance.
The attendance rate for the committee members was 100%.

  • On March 26, 2025, the Company transitioned from a Company with a Board of Auditors to a Company with a Nomination Committee, etc. Consequently, in fiscal 2025, the Audit & Supervisory Board held six (6) times with a 100% attendance rate by all members. The principal activities described above include those conducted by the Audit & Supervisory Board.

The Compensation Committee

The Compensation Committee decides on the policy for the compensation of Directors and Executive Officers, and also decides on individual compensation. In addition, the Committee reports back to the Board of Directors on matters such as the basic policy for the compensation system for Directors and Executive Officers.

The Compensation Committee comprises three Outside Directors and two Internal Directors, and the Committee chairperson is an Outside Director elected by its members.

The Compensation Committee met ten (10) * times in fiscal 2025.
Principal matters deliberated, resolved, or recommended included the payment of executive annual bonuses and the granting of stock compensation points. These matters also included the election of the Committee chair, as well as the formulation of the compensation policy and structure for fiscal 2026, such as the compensation level, pay mix, and the design of KPIs and targets used as performance indicators for variable compensation. In addition, the Committee discussed the operational design of the global long-term incentive plan (LTI) and global rollout of the performance-linked share unit program. The development of a group-wide, medium-term compensation philosophy, along with compensation-related responses considering a cyberattack incident, was also among the principal matters addressed.
The attendance rate of the committee members was 100%.

  • On March 26, 2025, the Company transitioned from a Company with a Board of Auditors to a Company with a Nomination Committee, etc. The Compensation Committee held eight (8) times as a statutory committee of the Company with a Nomination Committee, etc., and twice (2) as a voluntary established committee of a Company with a Board of Auditors.

Sustainability Advisory Committee

The Sustainability Advisory Committee enhance a monitoring system of the Board of Directors by further promoting the integration of sustainability into management, and offering recommendations on key sustainability themes from professional perspectives.

The Committee consists of two Outside Directors and two Internal Directors including the President and Group CEO, Director and Representative Executive Officer. The President and Group CEO, Director and Representative Executive Officer is appointed as its chairperson.

The Committee shall invite outside experts on a case-by-case basis, depending on matters of inquiries or discussions.

The Committee met twice in fiscal 2025 and discussed balancing profit generation with positive social impact based on ultra-long-term trends, A strategic direction for sustainable business growth through dialogue on alcohol with future generations.
The attendance rate for the committee members was 100%.

Reasons for the Election of Directors

Shigeo Ohyagi

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 international corporate management particularly given that he has served as president, representative director, and CEO, as well as chairman, of a global corporation.
Since being appointed as an Outside Audit and Supervisory Board Member of the Company in 2022, he has audited the appropriateness of business execution, including internal controls, through actions such as giving opinions and recommendations to the Board of Directors and other bodies, reviewing the audit status of the Group in Japan and overseas, and conducting interviews with top management.
Since the transition to a Company with a Nominating Committee, etc., in 2025, he has contributed to enhancing medium- to long-term corporate value by serving as Chairperson of the Board as an Independent Outside Director and fulfilling his role as a member of the Nominating Committee and the Audit Committee.
The Company expects him to demonstrate skills related to long-term strategy, global affairs, senior leadership, risk management, crisis management & internal control, information & security management, human resources & culture, and operational processes, which are underpinned by his experience and knowledge. Furthermore, as Chairperson of the Board, he is expected to ensure even greater sharing of transparent information with the executive team, and to facilitate active discussion at Board meetings in a way that makes use of the diverse experience, skills, and insight of members while raising the effectiveness of the Board of Directors by setting an appropriate agenda that contributes to enhancing corporate value.
Accordingly, we deem that he is a talent 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.

Kenichiro Sasae

Independent Outside Director, Chair 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 risks and international affairs, based on his extensive experience and insight into international politics and economics.
Furthermore, as Chair 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 deliberated on important agenda items, such as the determination of Director candidates, the Board of Directors Skill Matrix, and the Group CEO succession plan, and then reported these to the Board of Directors. As a member of the Compensation Committee, he has given specific opinions and recommendations in discussions on the design of Directors’ and Executive Officers’ compensation plans and the content of payments based on individual evaluations.
He possesses extensive experience and insight concerning international politics and economics, including providing ongoing analysis and information regarding the international situation. The Company expects him to use skills related to long-term strategy, global affairs, senior leadership, risk management, crisis management & internal control, information & security management, and human resources & culture, which are underpinned by this experience and insight, to raise the quality of discussions by the Board of Directors and demonstrate supervision and decision-making capabilities from a global perspective in a way that supports important decision-making.
Accordingly, we deem that Kenichiro Sasae is a necessary talent 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.

Sanae Tanaka

Independent Outside Director, Chair 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 legal compliance and governance.
Since being appointed as an Outside Audit and Supervisory Board Member in 2023, she has not only actively given her opinions and recommendations at meetings of the Board of Directors and other bodies based on her insight as an attorney at law, but also audited the appropriateness of business execution, including internal controls, through actions such as reviewing the audit status of group companies in Japan and overseas, and conducting interviews with top management. Since the transition to a Company with a Nominating Committee, etc., she has contributed to enhancing medium-to long-term corporate value by leading the establishment of audit policy, plans, and areas of importance as Chair of the Audit Committee and by raising audit effectiveness through coordinating with the internal audit function, the Independent Accounting Auditor, and others.
The Company expects her to use skills related to sustainability, legal affairs & compliance, risk management, crisis management & internal control, information & security management, and human resources & culture, underpinned by her many years of activity as an attorney at law, to raise the quality of discussions by the Board of Directors and demonstrate supervision and decision-making capabilities in a way that supports important decision-making by providing management oversight and by pointing out and giving her opinion on management issues.
Accordingly, we deem that Sanae Tanaka is a necessary talent 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.

Tetsuji Ohashi

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

Since being appointed as an Outside Director of the Company in 2022, Tetsuji Ohashi has contributed to the substantial and appropriate supervision of the Board of Directors by asking questions and raising concerns about group governance and global business execution that grasp the essence, leveraging the perspective as the manager of a globally operating corporation and his experience as an outside officer of other companies.
Furthermore, as Chair of the Compensation Committee, he has led the operations of the committee while maintaining transparency and objectivity, and deliberated on and determined the design of Directors’ and Executive Officers’ compensation plans and the content of payments based on individual evaluations. Moreover, as a member of the Nominating Committee, he has given specific opinions and recommendations in discussions on important agenda items such as the Board of Directors Skill Matrix, and the Group CEO succession plan.
He possesses extensive experience and insight cultivated while serving as top management of a company engaged in global business. The Company expects him to use skills related to long-term strategy, global affairs, innovation & DX, senior leadership, information & security management, and operational processes, which are underpinned by this experience and insight, to raise the quality of discussions by the Board of Directors and demonstrate supervision and decision-making capabilities from a global perspective in a way that supports important decision-making.
Accordingly, we deem that Tetsuji Ohashi is a necessary talent 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.

Atsushi Katsuki

Director, President and Group CEO, Representative Executive Officer, member of the Nominating Committee, Chair 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 domestic and overseas businesses, and has a track record that includes promoting the restructuring of the business portfolio. Serving as President and Representative Executive Officer, Group CEO, he is promoting the strengthening of the business portfolio, the integration of sustainability and management, and the premium strategy and multi-beverage strategy based on the “Medium- to Long-Term Management Policy.” In addition, with the aim of strengthening group governance and maximizing corporate value, he has reformed the executive structure to enhance business competitiveness for each of the Company’s Regional Headquarters in Japan & East Asia, Europe, and Asia Pacific, and has built systems to create synergies among these regions, thereby promoting the medium- to long-term enhancement of the Company’s corporate value.
Furthermore, he sufficiently possesses the insight, expertise, and capabilities 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 offers insight and expertise regarding long-term strategy, sustainability, senior leadership, finance & accounting, information & security management and human resources & culture, skills related to innovation & DX, legal affairs & compliance, risk management, crisis management & internal control, and extensive experience overseas. He is expected to use this insight and experience to demonstrate supervision and decision-making capabilities from a global perspective in the overall business execution including the implementation of the “Medium- to Long- Term Management Policy” themed on portfolio reform and discontinuous growth.
Accordingly, we deem that Atsushi Katsuki is a necessary talent 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.

Keizo Tanimura

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. As Group CPO, he has identified enhancement of the Group’s human capital as part of strengthening our strategic foundation under the “Medium- to Long-Term Management Policy,” and has led initiatives to establish global human resources and compensation policy, facilitate the systematic nurturing of managers, and foster the ideal corporate culture, etc. He has also advanced the medium- to long-term enhancement of the Company’s corporate value through the enhancement of human capital, including by using the “People & Culture Report” as a communication tool and reflecting feedback from investors and other stakeholders in management, with a view to deepening external disclosure and dialogue concerning human capital.
Furthermore, he sufficiently possesses the insight, expertise, and capabilities required as a Director of the Company through his extensive experience in charge of group-wide human resource and organizational strategy, primarily gathered over many years involvement in the Group’s human resources domain. In particular, he can be expected to demonstrate insight and expertise regarding human resources & culture, and senior leadership, as well as oversight capabilities that contribute to enhancing the effectiveness of corporate governance by embracing a diverse culture while employing sustainability skills that raise organizational capabilities. In addition to this, he can be expected to demonstrate supervision and decision-making capabilities from a global perspective that leverages his experience and insight in initiatives that make use of human capital to enhance corporate value.
Accordingly, we deem that Keizo Tanimura is a necessary talent 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.

Kaoru Sakita

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 Group CFO, he has contributed to improving the robustness of our financial position by optimizing our global cash management system and 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 has been advancing the enhancement of procurement functions through initiatives such as the establishment of Centers of Excellence*1 in Singapore, thereby promoting the medium- to long-term enhancement of the Company’s corporate value.
With an extensive experience of having served in the Group in areas that include finance and corporate planning and as a COO*2 of overseas Regional Headquarters, he has played an important role in the Company’s growth enlisting his high-level expertise and insight into global management, and he sufficiently possesses the insight, expertise, and capabilities required as a Director of the Company. In particular, he offers insight and expertise regarding long-term strategy, finance & accounting and procurement, insight into risk management, crisis management & internal control, skills in innovation & DX and information & security management, and extensive experience overseas. He is expected to use this knowledge and experience to promote the medium- to long-term enhancement of the Company’s corporate value through optimal resource allocation in the financial domain, and to demonstrate supervision and decision-making capabilities from a global perspective in strengthening procurement functions and driving transformation in the DX promotion area.
Accordingly, we deem that Kaoru Sakita is a necessary talent 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.

  • An organizational measure concentrating exceptional talent, technologies, and expertise in a single center to advance cross-organizational initiatives.
  • COO stands for Chief Operating Officer.
Yukitaka Fukuda

Director, member of the Audit Committee

Yukitaka Fukuda has abundant management experience in the Group, mainly in finance and accounting, having served as Corporate 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 a Full-time Audit and Supervisory Board Member of the Company in 2023, he has conducted audits and audit visits to group companies, attended important meetings, held interviews with top management, and exchanged opinions with executive departments as well as the full-time Audit and Supervisory Board Members and independent accounting auditors of domestic group companies. Through these activities, he has audited the appropriateness of the execution of duties, including the internal control system, and has contributed to improving the effectiveness of supervision and monitoring after his appointment as Director (Audit Committee Member) in 2025.
He sufficiently possesses the insight, expertise, and capabilities required as a Director of the Company through this experience. In particular, he offers high-level expertise in finance & accounting, deep insight into legal affairs & compliance, and skills related to risk management, crisis management & internal control, information & security management, and operational processes based on extensive knowledge of the Company’s business. The Company expects him to use this knowledge and experience to ensure audit effectiveness through organizational audits from a bird’s-eye perspective of the Group’s risk and internal controls situations across the globe as an Audit Committee Member, and to demonstrate supervision and decision-making capabilities that raise the effectiveness of the Board of Directors.
Accordingly, we deem that Yukitaka Fukuda is a necessary talent 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.

Akiko Oshima

Director, member of the Audit Committee

Akiko Oshima was appointed as the Company’s Executive Officer, Head of Internal Audit, in 2023, and has been leveraging her experience in compliance, risk management, and internal audit, along with her experience in business management, including overseas, at the corporate strategy sections of the Company and its group companies, to work on enhancing group-wide audit and monitoring.
Furthermore, since being appointed as a Full-time Audit and Supervisory Board Member of the Company in 2024, she has strived to ensure the effectiveness of audits through measures including audit visits to group companies, and since being appointed as a Director (Audit Committee Member) in conjunction with the transition to a Company with a Nominating Committee, etc., in 2025, she has contributed to strengthening oversight functions.
She sufficiently possesses the insight, expertise, and capabilities required as a Director of the Company through this experience. In particular, she possesses skills related to legal affairs & compliance, risk management, crisis management & internal controls, information & security management and operational processes as well as global affairs skills based on extensive experience in areas such as business management, including overseas businesses. The Company expects her to use this knowledge and experience to ensure audit effectiveness through organizational audits from a bird’seye perspective of the Group’s risk and internal controls situations across the globe as an Audit Committee Member, and to demonstrate supervision and decision-making capabilities that raise the effectiveness of the Board of Directors.
Accordingly, we deem that Akiko Oshima is a necessary talent 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 and thus we recommend her reappointment as a Director.

Mari Matsunaga

Independent Outside Director, member of the Sustainability Advisory Committee

Since being appointed as an Outside Director of the Company in 2023, Mari Matsunaga has contributed to substantial and appropriate supervision of the Board of Directors, such as by providing essential questions and advice concerning new business, expansion into adjacent business areas, and business portfolio transformation from a perspective that takes into account consumer values and changes in market structure, 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 specific 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 supervisory and decision-making capabilities that support business transformation and enhancement of corporate value, drawing on her skills related to sustainability, innovation & DX, 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 is a necessary talent 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.

Chika Sato

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

Since being appointed as an Outside Director of the Company in 2024, Chika Sato has participated in discussions and activities that contributed to substantial 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.
In addition, as a member of the Nominating Committee and Compensation Committee, she gave specific opinions and recommendations on matters such as oversight of the nurturing of managers and succession planning, and deliberation of compensation plans.
The Company expects her to use skills related to global affairs, innovation & DX, senior leadership, and human resources & culture, underpinned by this experience and insight in the area of human resources at global companies, to demonstrate supervision and decision-making capabilities in initiatives that make use of human capital to enhance medium- to long-term corporate value.
Accordingly, we deem that Chika Sato is a necessary talent 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.

Melanie Brock

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 substantial and appropriate supervision of the Board of Directors, such as by asking substantive questions and raising issues from the aspect of diversity and global execution of business, based on her experience in marketing and engagement in efforts to promote diversity, etc. during her activities as a global consultant.
Furthermore, as a member of the Sustainability Advisory Committee, she gave specific opinions and recommendations on strengthening the Group’s sustainability governance system and on further integration of sustainability and management.
She possesses international experience in forming extensive networks, including serving in important positions in organizations linking the financial industries of Japan and Australia, as well as experience as an outside officer of multiple companies. The Company expects her to use skills related to global affairs, sustainability, senior leadership, and human resources & culture, underpinned by this experience and insight, to demonstrate supervision and decision-making capabilities that contribute to the enhancement of medium- to long-term corporate value.
Accordingly, we deem that Melanie Brock is a necessary talent 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.

Akiko Miyakawa

Independent 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 wide-ranging insights including practical experience overseas. Currently, she is continuing her expertise-based activities as the representative of a certified public accountant office.
In addition, since being appointed as an Outside Director of the Company in 2025, she has been actively providing management oversight, pointing out and giving her opinions on management issues from the financial and accounting perspective. Moreover, based on her extensive knowledge and wide-ranging insights on internal control, she actively gives her opinions and recommendations at meetings of the Board of Directors with the objective of enhancing the effectiveness of organizational audits.
The Company expects her to use skills related to global affairs, finance & accounting, risk management, crisis management & internal control, and operational processes, underpinned by her many years of activity as a certified public accountant, to raise the quality of discussions by the Board of Directors and demonstrate supervision and decision-making capabilities in a way that supports important decision-making by providing management oversight and by pointing out and giving her opinion on management issues.
Accordingly, we deem that Akiko Miyakawa is a necessary talent 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.

Executive Officers

Atsushi Katsuki
President and Group CEO, Representative Executive Officer
Keizo Tanimura
Executive Officer, Group CPO
Kaoru Sakita
Executive Officer, Group CFO
Naoko Nishinaka
Executive Officer, Corporate Secretary
Taemin Park
Executive Officer, Group CGO
Manabu Sami
Executive Officer, Group CR&DO
Drahomira Mandikova
Executive Officer, Group CCAO
Naohiko Maeda
Executive Officer, Group CSCO
  • CEO:Chief Executive Officer, CPO:Chief People Officer, CFO:Chief Financial Officer, CGO:Chief Growth Officer, CR&DO:Chief R&D Officer, CCAO:Chief Corporate Affairs Officer , CSCO:Group Chief Supply Chain Officer

Executive Committee

The Executive Committee discusses overall Group strategy and themes concerning the strategic direction of policy to be implemented horizontally across the Group, and it provides reports on its findings and views of the expert viewpoints of each of the Executive Committee’s members to the Group CEO.

The Committee consists of the President and Group CEO, Representative Executive Officer, Executive Officer including the Group CxOs, the Region CEOs. The President and Group CEO, Representative Executive Officer serves as its chairperson.

In addition to the full-time Audit Committee Members attending as observers in the course of their audit activities, when they recognize important legal or internal control concerns, they make comments to that effect.

The Committee held a total of 12 meetings during fiscal 2025. It mainly discussed the group's overall corporate philosophy, business portfolio strategy and governance, as well as group-wide policies such as skills development and health and safety, and reported on their direction.

Corporate Management Board

The Corporate Management Board provides reports on its findings and views about evaluation of the legality, objectivity and reasonableness of substantial matters concerning business execution in response to the inquiries referred from the President and Group CEO, Representative Executive Officer.

The Board consists of the President and Group CEO, Representative Executive Officer, Executive Officer including the Group CxOs and Heads of functions designated by the chairperson. The President and Group CEO, Representative Executive Officer serves as its chairperson.

In addition to the full-time Audit Committee Members attending as observers in the course of their audit activities, when they recognize important legal or internal control concerns, they make comments to that effect.

The Board held a total of 50 meetings during fiscal 2025. It mainly reported on the formulation of management strategies and the status of business execution of group companies.

Global Sustainability Committee

The Global Sustainability Committee provides reports on its findings and views about the formulation and monitoring of sustainability strategies for the entire Asahi Group in response to the inquiries referred from the President and Group CEO, Representative Executive Officer.

The Committee consists of the President and Group CEO, Representative Executive Officer , the Group CxOs, Executive Officer in charge of Legal, Asahi Global Procurement CEO as well as CEOs of Regional Head Quarters, Sustainability Officers of Regional Head Quarters and persons designated by the chairperson. The President and Group CEO, Representative Executive Officer serves as its chairperson.

The Committee held one meeting during fiscal 2025, intensively discussed and provided reports on its findings and views primarily about material issues in its sustainability strategy, “Environment” and “Group goal of Responsible drinking".

Information Disclosure Committee

Information Disclosure Committee is responsible for centrally managing and controlling corporate information disclosure, and provides reports on its findings and views in response to the inquiries referred from the President and Group CEO, Representative Executive Officer from the perspective of fair, expeditious and wide-ranging information disclosure.

The Committee consists of the President and Group CEO, Representative Executive Officer, Executive Officer including the Group CxOs , as well as Head of CEO Office, Finance, Legal, Corporate Secretary Office、Corporate Communications, IR. The President and Group CEO, Representative Director serves as its chairperson.

In addition to the full-time Audit Committee Members attending as observers in the course of their audit activities, when they recognize important legal or internal control concerns, they make comments to that effect.

The Committee held a total of 14 meetings during fiscal 2025, analyzed the contents of relevant information, and provided reports on its findings and views about the need or otherwise, contents, methods, etc. of information disclosure in light of the Timely Disclosure Rules, etc. of the Tokyo Stock Exchange.

Risk Management Committee

The Risk Management Committee provides reports on its findings and views on the promotion and supervision of Enterprise risk management(ERM) for the overall Asahi Group, in response to inquiries referred from the President and Group CEO, Representative Executive Officer.

The Committee consists of the President and Group CEO, Representative Executive Officer, Executive Officer including the Group CxOs, as well as Heads of functions designated by the committee chairperson. The President and Group CEO, Representative Executive Officer serves as its chairperson.

In addition to the full-time Audit Committee Members attending as observers in the course of their audit activities, when they recognize important legal or internal control concerns, they make comments to that effect.

The Committee held a total of 4 meetings during fiscal 2025, and provided reports on its findings and views primarily about identification and evaluation regarding major risks of the entire Group including tail risk (the risk of an event with a small probability of happening but could cause enormous losses if once happened), and action plans and the evaluation of the status of implementation in that regard, about proposals to revise risk appetite, and about improvement of a system to make a transition to crisis management without any disruptions at the outbreak of crisis.

Compliance Committee

The Compliance Committee provides reports on its findings and views on the promotion and supervision of corporate ethics and compliance for the overall Asahi Group in response to inquiries referred from the President and Group CEO, Representative Executive Officer.

The Committee consists of the President and Group CEO, Representative Executive Officer, Executive Officer including the Group CxOs, as well as and Heads of functions designated by the chairperson. by the committee chairperson. The President and Group CEO, Representative Executive Officer serves as its chairperson.

In addition to the full-time Audit Committee Members attending as observers in the course of their audit activities, when they recognize important legal or internal control concerns, they make comments to that effect.

The Committee held a total of 4 meetings during fiscal 2025, and provided reports on its findings and views primarily about compliance promotion plans, the status of the Group’s compliance and the operational status of the whistle blowing system.

Information Security Committee

The Information Security Committee provides reports on continuously ensuring the security of the information assets in response to inquiries referred from the President and Group CEO, Representative Executive Officer.

The Committee consists of the Group Chief Financial Officer, the Group Chief People Officer, and directors and executive officers of the Asahi Group, as well as any other persons designated by the chair of the committee. The Group Chief Financial Officer serves as its chairperson.

In addition to the full-time Audit Committee Members attending as observers in the course of their audit activities, when they recognize important legal or internal control concerns, they make comments to that effect.

The committee was established and began activities on March 1, 2026, and held its first meeting on March 9. From now on, meetings will be held monthly during the first half of 2026 and quarterly thereafter.

Internal Auditing

To effectively achieve the goals of internal control, the sections of the Company in charge of internal auditing cooperate with the internal auditing organization established within the Asahi Group conduct audits in accordance with our annual audit plans to determine whether operations are executed properly and efficiently.

In addition, the Section responsible for internal audits of Asahi Group Holdings, Ltd. is an organization that reports directly to the Audit Committee and reports the status of internal audits directly to the Audit Committee.

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