Announcement Regarding the Board of Directors Structure After Transition to a Company with Nominating Committee, etc.
Asahi Group Holdings, Ltd., (the “Company”) announces that at the Board of Directors meeting held today, the Company decided on the following candidates for directors, committee members, chairman of the Board of Directors, representative executive officer and executive officers after the transition to a Company with a Nominating Committee, etc., which will be proposed at the annual general meeting of shareholders to be held on March, 2025 (the “general meeting of shareholders”).
The committee members, the chairman of the Board of Directors, the representative executive officer and the executive officers are scheduled to officially assume their posts after the resolution at the Board of Directors to be held after the general meeting of shareholders.
As announced in the “Announcement Regarding Transition to a Company with a Nominating Committee, etc.” released on December 12, 2024, the Company will transition to a Company with a Nominating Committee, etc. to further clarify the roles of management supervision and execution, strengthen both functions, and establish an organizational audit system. By adopting a highly transparent organizational design with a statutory nominating committee, an audit committee, and a compensation committee, the Company aims to further strengthen corporate governance and enhance sustainable corporate value.
The Company already operates with a Board of Directors structure with a majority of independent outside directors under the current structure of a Company with a Board of Company Auditors. To ensure that the current Board of Directors structure, which combines effective supervisory and decision-making capabilities with a high degree of independence, is maintained, the Company will basically maintain the current Board of Directors structure. Concurrently, the Company will incorporate the capabilities required for the audit of business execution by directors and executive officers, which are required of the audit committee. The necessary skills for this auditing will be secured by fundamentally transferring the current structure of auditors (board of auditors) to the audit committee.
The Company has already established voluntary nominating and compensation committees under the current structure of a company with a board of corporate auditors, and the majority of the members of both committees are independent outside directors who also serve as chairpersons. To ensure the independence required of the three committees, in addition to the statutory majority of independent outside directors, the chairpersons of both committees will be selected from among the independent outside directors.
In line with the transition to a Company with a Nominating Committee, etc., the role of the Board of Directors will be clearly defined as supervision. To further clarify the separation of supervision and execution and ensure the effectiveness of supervision, the chairman of the Board of Directors will be selected from among the independent outside directors.
The Company will appoint executive officers as necessary in accordance with the transition to a Company with a Nominating Committee, etc., based on the group executive structure that was renewed in April 2024. The roles of the Group CxOs, including the Group CEO, under the current group executive structure, as well as the newly established Corporate Secretary and Senior Vice President, will be positioned as the roles of executive officers in the execution of business operations, and the persons who assume these responsibilities will be appointed as executive officers. The representative executive officer will be the executive officer who serves as the Group CEO.
Apr. | 1984 | Joined The Nikka Whisky Distilling Co., Ltd |
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Sep. | 2002 | Transferred to the Company |
Oct. | 2011 | Managing Director of Asahi Holdings (Australia) Pty Ltd |
Apr. | 2014 | Director, Group CEO of Asahi Holdings (Australia) Pty Ltd |
Mar. | 2016 | Executive Officer of the Company Director, Group CEO of Asahi Holdings (Australia) Pty Ltd |
Mar. | 2017 | Director, Executive Officer of the Company |
Mar. | 2018 | Managing Director, Managing Executive Officer |
Mar. | 2019 | Managing Director, Managing Executive Officer, CFO |
Mar. | 2020 | Senior Managing Director and Senior Managing Executive Officer, CFO |
Mar. | 2021 | President and CEO, Representative Director |
Mar. | 2024 | President and Group CEO, Representative Director (to the present) |
- (Note) CFO is an abbreviation for Chief Financial Officer
Name | New position | Current position |
---|---|---|
Shigeo Ohyagi | Director | Outside Audit & Supervisory Board Member |
Atsushi Katsuki | Director | President and Group CEO, Representative Director |
Keizo Tanimura | Director | Director EVP and Group CPO |
Kaoru Sakita | Director | Director EVP and Group CFO |
Yukitaka Fukuda | Director | Standing Audit & Supervisory Board Member |
Akiko Oshima | Director | Standing Audit & Supervisory Board Member |
Kenichiro Sasae | Director | Outside Director |
Tetsuji Ohashi | Director | Outside Director |
Mari Matsunaga | Director | Outside Director |
Sanae Tanaka | Director | Outside Audit & Supervisory Board Member |
Chika Sato | Director | Outside Director |
Melanie Brock | Director | Outside Director |
Akiko Miyakawa | Director | - |
- (Note1) Mr. Shigeo Ohyagi, Mr. Kenichiro Sasae, Mr. Tetsuji Ohashi, Ms. Mari Matsunaga, Ms. Sanae Tanaka, Ms. Chika Sato, Ms. Melanie Brock and Ms. Akiko Miyakawa are candidates for outside directors as stipulated in Article 2, Item 15 of the Companies Act.
- (Note2) If Mr. Shigeo Ohyagi is elected at the general meeting of shareholders, he is scheduled to be appointed as chairman of the Board of Directors after the resolution at the Board of Directors scheduled to be held on the same day.
- (Note3) EVP is an abbreviation for Executive Vice President, and CPO is an abbreviation for Chief People Officer.
Name | New position | Current position |
---|---|---|
Atsushi Katsuki | President and Group CEO, Representative Executive Officer |
President and Group CEO, Representative Director |
Keizo Tanimura | Group CPO, Executive Officer | Director EVP and Group CPO |
Kaoru Sakita | Group CFO, Executive Officer | Director EVP and Group CFO |
Naoko Nishinaka | Corporate Secretary, Executive Officer | Director EVP |
Taemin Park | Group CGO, Executive Officer | Senior Executive Officer, Group CGO |
Manabu Sami | Group CR&DO, Executive Officer | Senior Executive Officer, Group CR&DO |
Drahomira Mandikova | Group CSO, Executive Officer | Senior Executive Officer, Group CSO |
Ryoichi Kitagawa | SVP, Executive Officer | Senior Executive Officer |
- (Note) CGO is an abbreviation for Chief Growth Officer, CR&DO is an abbreviation for Chief R&D Officer, CSO is an abbreviation for Chief Sustainability Officer, and SVP is an abbreviation for Senior Vice President.
Chairperson of the Committee | Kenichiro Sasae | (Outside Director) |
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Committee Member | Tetsuji Ohashi | (Outside Director) |
Committee Member | Shigeo Ohyagi | (Outside Director) |
Committee Member | Chika Sato | (Outside Director) |
Committee Member | Atsushi Katsuki | (Director) |
Committee Member | Keizo Tanimura | (Director) |
Name | Former position | After retirement |
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Yukitaka Fukuda | Standing Audit & Supervisory Board Member | Director |
Akiko Oshima | Standing Audit & Supervisory Board Member | Director |
Yutaka Kawakami | Outside Audit & Supervisory Board Member | - |
Shigeo Ohyagi | Outside Audit & Supervisory Board Member | Outside Director |
Sanae Tanaka | Outside Audit & Supervisory Board Member | Outside Director |