Corporate Governance

Corporate Governance: Stance and System

Our Basic Policy

We consider that the fulfillment of the corporate governance of the Asahi Group is an utmost managerial priority in order to realize optimum corporate activities that would meet the expectations of our stakeholders including customers, employees, society, partners, and shareholders. Based on this concept, we endeavor to proactively strengthen group management, enhance the trust relationship with society, and improve the sociality and transparency of the Group companies.

Under this concept, we established the Corporate Governance Guidelines, with the aim of promoting further reform centered on new topics.

By continuing to practice "growth-oriented corporate governance" with the Corporate Governance Guidelines as the cornerstone, we will seek sustained growth and corporate value enhancement over the medium to long term.

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 FY2018 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 FY2018 is as follows:

Related Information

Characteristic Features of Our Corporate Governance System

Characteristic Features of Our Corporate Governance System

Board of Directors / Directors

The Board of Directors comprises 10 directors including three outside directors. The Company has selected outside directors who satisfy the Company standards of independence and has filed notices of them as independent officers in accordance with the rules of the Tokyo Stock Exchange. The outside directors are corporate managers and/or experts who have a wealth of experience, excellent insight and expertise required by the Company,and their extensive experience and wide-ranging insights are reflected in ensuring the transparency of the decision-making process by the Board and in management supervisions.

Meetings of the Board of Directors are in principle held on a regular basis once each month and at other times whenever necessary, and required to have a Directors’ attendance rate of 100%.

The Company's flat and flexible organizational structure includes sections under the direct control of directors to facilitate implementation of cross-functional operations. Putting directors in charge of business operations also allows for the implementation of Group management with coordination among Group-wide business and functional strategies.

Meetings of the Board of Directors and attendance of directors

FY2014 FY2015 FY2016 FY2017 FY2018
Number of regular meetings 11 12 13 13 13
Director attendance rate Average 98.1% 99.1% 98.4% 98.5% 99.2%
Naoki Izumiya 100% 100% 100% 100% 100%
Akiyoshi Koji 100% 100% 100% 100% 100%
Atsushi Katsuki - - - 100% 100%
Katsutoshi Takahashi 100% 100% 100% 100% 100%
Yoshihide Okuda 100% 100% 100% 100% 100%
Noboru Kagami - - 100% 100% 100%
Kenji Hamada - - 100% 100% 100%
Yutaka Hemmi* - - - - -
Taemin Park* - - - - -
Keizo Tanimura* - - - - -
Naoki Tanaka 90.9% 100% 92.3% 92.3% 92.3%
Tatsuro Kosaka - - 90.9% 100% 100%
Yasushi Shingai - - - - 100%
Christina L. Ahmadjian* - - - - -
Audit attendance rate Average 100% 97.2% 100% 100% 97.4%
Akira Muto - 100% 100% 100% 100%
Tetsuo Tsunoda - - 100% 100% 100%
Yoshihide Okuda* - - - - -
Katsutoshi Saito 100% 100% 100% 100% 92.3%
Yumiko Waseda - 90.0% 100% 100% 100%
Yutaka Kawakami - - - 100% 100%

*The members were appointed in 2018 and 2019. The members with * were newly appointed in 2019.

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 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 the current business environment as a part of the audit policies for audit & supervisory board members.

Meetings of the audit & supervisory board were held 12 times in FY2018, with a 100% attendance rate of outside audit & supervisory board members.

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

FY2014 FY2015 FY2016 FY2017 FY2018
Number of meetings 6 7 7 7 12
Audit & supervisory board members' attendance rate Average 100% 100% 100% 100% 100%
Akira Muto - 100% 100% 100% 100%
Tetsuo Tsunoda - - 100% 100% 100%
Yoshihide Okuda* - - - - -
Katsutoshi Saito 100% 100% 100% 100% 100%
Yumiko Waseda - 100% 100% 100% 100%
Yutaka Kawakami - - - 100% 100%

*The members were appointed in 2018 and 2019. The members with * were newly appointed in 2019.

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

Tatsuro Kosaka
Outside Director
Tatsuro Kosaka possesses the extensive experience and high level of insight as a corporate manager required as a Director of the Company, including having served as the CEO of a global corporation and being responsible for its overall management, and management and supervisory functions for global business at the corporation. Furthermore, as an Outside Director he has provided appropriate oversight for business execution through active opinions and recommendations on the Company’s overall management in addition to contributing to the fair and transparent consideration of the succession plan for Directors of the Company as the chairperson of the Nomination Committee. Accordingly, we deem that the “experience, insight, expertise, and ability” possessed by Tatsuro Kosaka, as represented by his high level of corporate management skills, are necessary for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors in the aim for sustainable growth and enhancement of corporate value over the medium- to long-term.
Yasushi Shingai
Outside Director
Yasushi Shingai possesses the extensive experience and high level of insight as a corporate manager required as a Director of the Company, including having served as the Chief Financial Officer of a global corporation as well as directing acquisitions of, and integrations with, foreign companies. Furthermore, as an Outside Director he has provided appropriate oversight for business execution through active opinions and recommendations on the Company’s overall management in addition to contributing to fair and transparent decisions on the remuneration for the Company’s Directors as the chairperson of the Compensation Committee. Accordingly, we deem that the “experience, insight, expertise, and ability” possessed by Yasushi Shingai, as represented by his extensive experience and high level of insight related to global management, are necessary for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors in the aim for sustainable growth and enhancement of corporate value over the medium- to long-term.
Christina L. Ahmadjian
Outside Director
Christina L. Ahmadjian has not been involved in corporate management in the past except as an outside officer. However, as a university professor, through research that includes corporate governance, diversity, and international comparison of corporate governance, she possesses a high level of insight and expertise on organizational culture and corporate governance from the global perspective necessary as a Director of the Company. Accordingly, we deem that the “experience, insight, expertise, and ability” possessed by Christina L. Ahmadjian, as represented by high level of insight and expertise that enable her to evaluate corporate governance from a global perspective, are necessary for increasing the effectiveness of the decision-making and oversight functions of the Board of Directors in the aim for sustainable growth and enhancement of corporate value over the medium- to long-term.
Katsutoshi Saito
Outside Audit & Supervisory Board Member
Katsutoshi Saito serves as an executive director of a global corporation for many years, and has abundant experience and broad knowledge as a businessman. Accordingly, the Board of Directors deems that he possesses capabilities appropriate for the Company’s aims to seek sustained corporate value enhancement while promoting global management of operations is an appropriate choice for an outside auditor as the Company promotes global management of operations while pursuing sustainable growth and increase of corporate value.
Yumiko Waseda
Outside Audit & Supervisory Board Member
Yumiko Waseda has not been involved in corporate management in the past except as an Outside Officer. However, through her many years of practice as an attorney she possesses expert knowledge on corporate law and a high level of insight that enable her to audit management from the perspective of laws and regulations required as an Audit & Supervisory Board Member of the Company. Furthermore, through active opinions and recommendations as an Outside Audit & Supervisory Board Member, she has provided appropriate auditing of the duties of the Directors of the Company in addition to contributing to fair and transparent decision-making on the remuneration for the Company’s Directors as a member of the Compensation Committee. Accordingly, we deem that Yumiko Waseda 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.
Yutaka Kawakami
Outside Audit & Supervisory Board Member
Yutaka Kawakami has worked as a certified accountant for many years, and has specialist knowledge of accounting as well as abundant experience with audits both in Japan and overseas.
Accordingly, the Board of Directors deems that he is an appropriate choice for an outside auditor as the Company promotes global management of operations while pursuing sustainable growth and increase of corporate value.

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 including outside directors.

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 14th of February 2019, 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 11 times in FY2018 and reported primarily on personnel matters concerning officers 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 19th of February 2019, 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 12 times in FY2018 and reported primarily on review of the officer remuneration system.

Nomination Committee and attendance of members

FY2018
Number of meetings 11
Members' attendance rate Average 90.9%
Tatsuro Kosaka 100%
Yasushi Shingai* -
Katsutoshi Saito 100%
Naoki Izumiya 100%
Akiyoshi Koji 100%

Compensation Committee and attendance of members

FY2018
Number of meetings 12
Members' attendance rate Average 91.7%
Yasushi Shingai 100%
Yumiko Waseda 100%
Christina L. Ahmadjian* -
Atsushi Katsuki* -
Keizo Tanimura* -

*The members were appointed in 2018 and 2019. The members with * were newly appointed in 2019.

Corporate Strategy Board

The Company established the Corporate Strategy Board to report on evaluation of the legality, objectiveness, and reasonableness of important issues related to business operations in response to inquiries by the president and representative director. The Corporate Strategy Board comprises directors who execute business, corporate officers and standing audit & supervisory board members, and is chaired by the president and representative director.

Meetings of the Corporate Strategy Board were held 49 times in FY2018, which mostly reported on management strategy formulation and the execution of business at 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. During 2018, a total of 40 Group companies were audited.