1. HOME
  2. Company
  3. Group Policies / Corporate Governance
  4. Concept and System

Concept and System

Basic Concept

Asahi Group Holdings, Ltd. (the “Company”) established its group philosophy “Asahi Group Philosophy” and strives for sustainable growth and the increase of corporate value over the medium- to long-term. In order to realize this, the Company considers the strengthening of the Asahi Group’s corporate governance to be one of the top managerial priorities, and makes proactive efforts to strengthen the Group’s management, improve its trust-based relationship with society, and enhance its sociability and transparency as a corporation. Accordingly, the Company agrees with the core concept of Japan’s Corporate Governance Code, namely contributing to all stakeholders and, subsequently, to the development of the overall economy.

In accordance with the above-mentioned concept, the Company recognizes that it is necessary to improve the effectiveness of the Board of Directors and further increase the effectiveness of corporate governance for sustainable growth and the increase of corporate value over the medium- to long-term. Accordingly, the Company carries out effectiveness evaluations of the Board of Directors and Audit & Supervisory Board, evaluates the effectiveness, recognizes issues to be addressed in order to further improve effectiveness and works to further increase the effectiveness of corporate governance by fixing these issues.

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 every year. The summary of results of evaluation regarding the FY2020 is as follows:

To contribute to the increase of corporate value over the mid-to long –term of the company, we, Audit & Supervisory Board, decide to analyze and evaluate the effectiveness of the Audit & Supervisory Board. The summary of the results of FY2020 is as follows:

Related Information

Measures for Enhancing Corporate Governance

2000
  • Nomination 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.
2007
  • Terms of Directors were shortened to 1 year.
  • Retirement benefits for Directors and Audit & Supervisory Board Members were abolished.
2011
  • The Company transitioned to a pure holding company structure.
2013
  • Takeover defense measures were abolished.
2015
  • Corporate Governance Guidelines were formulated.
  • Evaluations of the effectiveness of the Board of Directors were commenced.
2016
  • Performance-linked stock compensation was introduced for internal Directors.
2018
  • Title of CEO was transferred from Chairman 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 Nomination Committee and the Compensation Committee. Both committees are chaired by Outside Directors.
  • Evaluations of the effectiveness of the Audit & Supervisory Board were commenced.
2019
  • The Company transitioned to a structure in which the Chairman and Director does not serve concurrently as a representative director and serves exclusively as the chairman 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 internal Directors.
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.

Characteristic Features of Our Corporate Governance System

Characteristic Features of Our Corporate Governance System

Board of Directors / Directors

The Company has decided that the Board of Directors is to be composed of persons suitable as Directors who have the required wealth of experience, excellent insight, and expertise, with reference to the “Skill Matrix of the Board of Directors,” which clearly states the personal requirements of company officers based on the Asahi Group Philosophy, along with the Asahi Group Code of Conduct, and corporate management strategy. Furthermore, Outside Directors shall be persons who meet the requirements of independent officers as defined by the Company such as corporate managers, experts, and others, and at least 1/3 of the Directors.

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-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

  FY2016 FY2017 FY2018 FY2019 FY2020
Number of regular meetings 13 13 13 12 12
Director attendance rate Average 98.4% 98.5% 99.2% 100% 100%
Naoki Izumiya 100% 100% 100% 100% 100%
Akiyoshi Koji 100% 100% 100% 100% 100%
Atsushi Katsuki - 100% 100% 100% 100%
Ryoichi Kitagawa - - - - -
Yutaka Hemmi - - - 100% 100%
Taemin Park - - - 100% 100%
Keizo Tanimura - - - 100% 100%
Tatsuro Kosaka 90.9% 100% 100% 100% 100%
Yasushi Shingai - - 100% 100% 100%
Christina L. Ahmadjian - - - 100% 100%
Audit & supervisory board members attendance rate Average 100% 100% 97.4% 100% 100%
Katsutoshi Saito 100% 100% 92.3% 100% 100%
Yumiko Waseda 100% 100% 100% 100% 100%
Yutaka Kawakami - 100% 100% 100% 100%
Yoshihide Okuda - - - 100% 100%
Naoko Nishinaka - - - - 100%

The members were appointed in 2020 and 2021. The members with ※ were newly appointed in 2021. The members with ◆ have already resigned at the end of FY2020.

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, to ensure balance and diversity in terms of the knowledge, experience, and ability for the entire Audit & Supervisory Board deemed necessary for sustainable growth and the increase of corporate value of the Company over the medium- to long-term, the Company has decided that the Audit & Supervisory Board is to be composed of suitable persons reflecting the requirements of Directors and Audit & Supervisory Board Members derived from the group philosophy, the “Asahi Group Philosophy,” the Asahi Group Code of Conduct, and management strategy, 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 corporate manager, a lawyer, and a certified accountant, respectively, and their extensive experience and wide-ranging 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 changes in the current business environment as a part of the audit policies for audit & supervisory board members.

Meetings of the audit & supervisory board were held 13 times in FY2020, with a 100% attendance rate of outside audit & supervisory board members.

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

  FY2016 FY2017 FY2018 FY2019 FY2020
Number of meetings 7 7 12 13 13
Audit & supervisory board members' attendance rate Average 100% 100% 100% 98.5% 100%
Yoshihide Okuda - - - 100% 100%
Naoko Nishinaka - - - - 100%
Katsutoshi Saito 100% 100% 100% 100% 100%
Yumiko Waseda 100% 100% 100% 100% 100%
Yutaka Kawakami - 100% 100% 100% 100%

The members were appointed in 2020 and 2021.

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

Tatsuro Kosaka
[Outside Director]
Since being appointed as an Outside Director of the Company in 2016, Tatsuro Kosaka has used his extensive experience, including as a CEO of a global company, to provide appropriate oversight for business execution through active opinions and recommendations. In particular, he has contributed to increasing the effectiveness of the Board of Directors by providing opinions and recommendations based on his experience and insight, and through dialogue, from perspectives including global management, group governance, and ESG. Also, as the chairperson of the Nomination Committee, he has played a leading role in making fair and transparent decisions on successionplans for management team including the CEO and on personnel affairs of officers. Furthermore, he sufficiently possesses a high level of insight, expertise, and ability required as an Outside Director of the Company due to his extensive experience in corporate management over many years. Accordingly, we deem that Tatsuro Kosaka is a necessary human resource who is indispensable to the composition of the Board of Directors, mainly to provide a supervisory function from a management perspective based on his high level of corporate management capability, for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors, and thus the Company appointed him again as an Outside Director.
Yasushi Shingai
[Outside Director]
Yasushi Shingai possesses the extensive experience Since being appointed as an Outside Director of the Company in 2018, Yasushi Shingai has used his extensive experience, including as Executive Deputy President and CFO of a global company and Deputy CEO of an overseas tobacco business headquarters company, to provide appropriate oversight for business execution through active opinions and recommendations. In particular, he has contributed to increasing the effectiveness of the Board of Directors by providing opinions and recommendations based on his experience and insight, and through dialogue, from perspectives including group governance, ESG, and management strategies in the ultra-long term. Also, as the chairperson of the Compensation Committee, he has played a leading role in making fair and transparent decisions on verification of adequacy and effectiveness of an officers’ remuneration plan and implementation of the plan (determining bonus amounts, etc.). Furthermore, he possesses a high level of insight, expertise, and ability required as an Outside Director of the Company due to his extensive experience in corporate management over many years. Accordingly, we deem that Yasushi Shingai is a necessary human resource who is indispensable to the composition of the Board of Directors, mainly to provide a supervisory function from a progressive and wide-ranging management perspective for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors, and thus the Company appointed him again as an Outside Director.
Christina L. Ahmadjian
[Outside Director]
Since being appointed as an Outside Director of the Company in 2019, Christina L. Ahmadjian has used her extensive experience as a university professor and an expert in the fields of corporate governance and organization culture to provide appropriate oversight for business execution through active opinions and recommendations. In particular, she has contributed to increasing the effectiveness of the Board of Directors by providing opinions and recommendations, and dialogue from perspectives including ESG, covering the Environment, Social, and Governance matters overall, and a global point of view. Also, as a member of the Compensation Committee, she has contributed to making fair and transparent decisions on verification of adequacy and effectiveness of an officers’ remuneration plan, and implementation of the plan (determining bonus amounts, etc.). Furthermore, she possesses a high level of insight, expertise, and ability required as an Outside Director of the Company due to her research into corporate governance and organizational culture and her experience serving as an outside director in multiple companies. Accordingly, we deem that Christina L. Ahmadjian is a necessary human resource who is indispensable to the composition of the Board of Directors, mainly to provide a supervisory function from the perspective of an expert on global organizational culture and other matters for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors, and thus the Company newly appointed her as an Outside Director.
Katsutoshi Saito
[Outside Audit & Supervisory Board Member]
Katsutoshi Saito has abundant experience and broad knowledge having long served as a corporate manager of a global corporation and institutional investors. He has provided active opinions and recommendations at Audit & Supervisory Board and Board of Directors meetings as an Outside Audit & Supervisory Board Member, along with appropriate auditing of the duties of the Directors of the Company. As a member of the Nomination Committee, he provides specific opinions and recommendations from a management experience. Accordingly, we deem that Katsutoshi Saito is an appropriate human resource for strengthening the functions of the Company’s Audit & Supervisory Board in the aim for sustainable growth and enhancement of corporate value over the medium- to long-term, and thus the Company appointed him as an Outside Audit & Supervisory Board Member.
Yumiko Waseda
[Outside Audit & Supervisory Board Member]
Through many years of practice as an attorney, Yumiko Waseda possesses expert knowledge on corporate law and intellectual property, as well as a high level of insight that enables her to audit management from the perspective of compliance. As an Outside Audit & Supervisory Board Member, she has provided active opinions and recommendations at the Audit & Supervisory Board and Board of Directors meetings of the Company, and carried out appropriate auditing of the duties of the Directors of the Company. She has also provided specific opinions and recommendations and contributed to raising the level of transparency and objectivity of the remuneration structure for the Company’s Directors as a member of the Compensation Committee. Accordingly, we deem that Yumiko Waseda is an appropriate human resource for strengthening the functions of the Company’s Audit & Supervisory Board in the aim for sustainable growth and enhancement of corporate value over the medium- to long-term, and thus the Company appointed her as an Outside Audit & Supervisory Board Member.
Yutaka Kawakami
[Outside Audit & Supervisory Board Member]
Yutaka Kawakami has the expert knowledge related to accounting necessary for an Audit & Supervisory Board Member of the Company, and has a high level of insight for auditing management that comes from abundant audit experience in Japan and overseas, which were gained through activities over many years as an experienced certified public accountant who is well versed in accounting audits of global corporations. Furthermore, through active opinions and recommendations as an Outside Audit & Supervisory Board Member, he has provided appropriate auditing of the duties of the Directors of the Company. Accordingly, we deem that Yutaka Kawakami is a necessary human resource for strengthening the functions of the Company’s Audit & Supervisory Board in the aim for sustainable growth and enhancement of corporate value over the medium- to long-term, and thus the Company appointed him as an Outside Audit & Supervisory Board Member.

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, outside directors and outside audit & supervisory board members.

The Nomination Committee reports to the Board of Directors when consulted on matters such as succession planning and candidates for directors, audit & supervisory board members, and corporate officers. As of 25th of March 2021, the Nomination Committee comprises two outside directors, one outside auditor, and two internal directors, and the Committee chairman is an outside director elected by its members.

The Committee met 9 times in FY2020 and reported primarily Skill Matrix of the Board of Directors, Skill Set of CEO, on personnel matters concerning officers, based on the succession plan and its planning, and representatives of important subsidiaries.

The Compensation Committee reports to the Board of Directors when consulted on matters concerning remuneration structure and amount proposals regarding directors and corporate officers. As of 25th of March 2021, the Compensation Committee comprises two internal and one outside directors, and the Committee chairman is an outside director elected by its members.

The Committee met 5 times in FY2010 and reported primarily about individual evaluations of officers and bonus amounts determined on that basis.

Nomination Committee and attendance of members

  FY2018 FY2019 FY2020
Number of meetings 11 8 9
Members' attendance rate Average 90.9% 100% 100%
Tatsuro Kosaka 100% 100% 100%
Yasushi Shingai - 100% 100%
Katsutoshi Saito 100% 100% 100%
Naoki Izumiya 100% 100% 100%
Akiyoshi Koji 100% 100% 100%
Atsushi Katsuki - - -

Compensation Committee and attendance of members

  FY2018 FY2019 FY2020
Number of meetings 12 9 5
Members' attendance rate Average 91.7% 100% 100%
Yasushi Shingai 100% 100% 100%
Yumiko Waseda 100% 100% 100%
Christina L. Ahmadjian - 100% 100%
Atsushi Katsuki - 100% 100%
Ryoichi Kitagawa - - -
Keizo Tanimura - 100% 100%

The members were appointed in 2020 and 2021. The members with ※ were newly appointed in 2021. The members with ◆ have already resigned at the end of FY2020.

Global Sustainability Committee

The Global Sustainability Committee was established on April 1, 2020 as the organization to provide 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 Representative Director.

The Committee consists of the President and Representative Director, the Director in charge of sustainability as well as CEOs of overseas Regional Head Quarters etc., and the President and Representative Director serves as its chairperson.

The Committee held one meeting during fiscal 2020, intensively discussed on reinforcing our initiatives against climate change in the field of environment and provided reports on its findings and views primarily about raising the interim milestone set for 2030 toward our goals of achieving zero CO2 emissions, “Asahi Carbon Zero” by 2050.

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 Representative Director from the perspective of fair, expeditious and wide-ranging information disclosure. The Committee consists of the President and Representative Director and other executive directors as well as executive officers appointed by the committee chairperson, and the President and Representative Director serves as its chairperson.

The Committee held a total of 15 meetings during fiscal 2020, 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 Representative Director. The Committee consists of the President and Representative Director and other executive directors, as well as executive officers who are appointed by the committee chairperson, and the President and Representative Director serves as its chairperson. Standing Audit & Supervisory Board Members also attend this Committee’s meetings.

The Committee held a total of 4 meetings during fiscal 2020, 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), action plans and the evaluation of the status of implementation in that regard, and risk appetite plans proposed to the Board of Directors.

Compliance Committee

As an organ to provide 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 Representative Director, Compliance Committee consists of the President and Representative Director and other executive directors, as well as executive officers who are appointed by the committee chairperson, and the President and Representative Director serves as its chairperson. Standing Audit & Supervisory Board Members also attend this Committee’s meetings.

The Committee held a total of 4 meetings during fiscal 2020, 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.

Corporate Strategy Board

Corporate Strategy Board provides reports on its findings and views about evaluation of the legality, objectivity and reasonableness and of substantial matters concerning business execution in response to the inquiries referred from the President and Representative Director.

The Board consists of the President and Representative Director and other executive directors and Standing Audit & Supervisory Board Members, and the President and Representative Director serves as its chairperson. The Board held a total of 48 meetings during fiscal 2020, and provided reports on its findings and views primarily about development of corporate strategies and status of business executions by Group companies.

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.

Get Adobe Reader
Adobe® Reader™ Download

You need Free Adobe® Reader™ software to view and print Adobe PDF files. Please download with the adobe icon.