Corporate Governance

Internal Control System

We believe that it is crucial that the Asahi Group appropriately establishes and operates an internal control system and works to enhance corporate governance with the aim of continuing to maintain healthy development together with our stakeholders.
Based on this viewpoint, the Asahi Group has defined the following basic policies for establishing an internal control system.

Basic policies for Establishing an Internal Control System

Overview of operation of internal control systems

1. Overall Internal Control System

  1. In order to develop and operate the Internal Control Systems of the Company and the Group Company and effectively achieve the objectives of internal control, the sections of the Company in charge of internal auditing cooperate with the internal auditing organs established within the Asahi Group in conducting audits to determine whether audit operations are executed properly and efficiently in accordance with annual audit plans. During FY 2018, the Company and a total of 40 Group Companies were audited.
  2. With respect to internal control over financial reporting, the sections of the Company in charge of internal auditing performs evaluation of the Group Companies' internal control activities pursuant to the “Basic Regulations for the Evaluation and Reporting of Internal Control for Financial Reporting.”

2. Compliance System

  1. The Company tries hard to keep its employees informed about the regulations concerning ethics and compliance.
  2. The Company promotes awareness of compliance by putting managers responsible for compliance and crisis management in place in the Company and the Group Companies and conducting education and training by job class.
  3. The Company conducts multifaceted and multilayered surveys of compliance awareness and behavior by conducting a “Compliance Questionnaire” to the employees, etc. of the Company and the Group Companies. In FY 2018, the questionnaire results revealed that: “Compliance awareness remained at a high level.”
  4. By keeping in place the “Clean Line System,” the Company detects and resolves problems early, and effectively prevents problems themselves from occurring.

3. Risk Management System

  1. The Company conducts cross-sectional risk management for the entire Asahi Group through the “Risk Management Committee” . During FY 2018, the Committee met for a total of four times to conduct cross-sectional analyses and evaluations under the themes of “quality”, “compliance”, “governance”, “personnel/labor affairs”, “IT”, “finance/accounting”, etc. on the basis of the findings of periodic risk surveys conducted by sections concerned.
  2. The Company has a system in place to deal with any major accident, disaster, scandal, etc. by setting up the emergency -response headquarters headed by the president and representative director.

4. Business Management of Group Companies

  1. With respect to the Group Companies' business management, the Company has put in place a system whereby, pursuant to the “Asahi Group's Regulation of Authority,” the Group Companies' business executions are subject to resolutions of the Company’s Board of Directors or decisions of an individual Director or the responsible persons of responsible sections of the Company, depending on their importance.
  2. Once a month, the “Corporate Strategy Board” receives reports from main Group Companies on the status of their business executions.

5. Execution of Directors' Duties

In order to ascertain the efficiency of Directors' duties, the Board of Directors conducts rational assignment sharing of services to be performed by Directors and Corporate Officers, and has each Director and Corporate Officer report on the status of his/her business execution once every three months.

6. Execution of Audit & Supervisory Board Member' Duties

  1. Audit & Supervisory Board Members attend meetings of the Board of Directors, the “Corporate Strategy Board,” the “Risk Management Committee” and other important organs and receive reports from the directors and employees, thereby confirming the status of development and operation of the Internal Control System.
  2. Audit & Supervisory Board Members enhance the effectiveness of auditing by finding opportunities regularly or as needed for exchanging information and views with the section in charge of internal auditing, the Independent Accounting Auditors, etc. During FY2018, Audit & Supervisory Board Members had opportunities to exchange information and views with the section in charge of internal auditing for a total of six times, with the Independent Accounting Auditors for a total of twelve times. In addition, it is found opportunities for exchanging information and views with the Audit & Supervisory Board Members of main Group Companies once every three months.
  3. The Company ensures that Audit & Supervisory Board Members will be able to smoothly perform their duties by posting three dedicated employees to the Audit and Supervisory Board.