This document is an English translation of the Japanese language original version. In the event of any discrepancy, errors and/or omissions, the Japanese
language version shall prevail.

Corporate Governance Report
Coca-Cola Bottlers Japan Holdings Inc.

Last Updated on August 23, 2024

Coca-Cola Bottlers Japan Holdings Inc.
Representative Director and President: Calin Dragan
Contact: Tomokazu Usagawa, Executive Officer, Head of Legal. (TEL: +81-800-919-0509)
Securities code: 2579
https://en.ccbj-holdings.com/

The status of corporate governance of Coca-Cola Bottlers Japan Holdings Inc. (the “Company”) is as described below.

I. Basic Principles on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic
Information
A.

Basic Principles
The Company’s basic principles on corporate governance are to strive toward enhancing the Company’s corporate value and increasing shareholder
value over the medium to long term by improving management soundness, transparency and efficiency.
The Company has taken the form of a company with an Audit and Supervisory Committee, intending further strengthen the governance system. The
Audit and Supervisory Committee, which takes the role of the Company’s auditor, has members consisting of more than one (1) Independent Outside
Director, and the management supervisory function is further strengthened by the Audit and Supervisory Committee members, who are Outside
Directors, having voting rights at Board of Directors meetings and the right to state their opinions concerning the nomination of and compensation, etc.
for Directors at General Meetings of Shareholders.
In addition, the Company has adopted an executive officer system to separate decision-making and management supervisory functions from businessexecution functions. Certain decisions on important business execution are delegated to Directors so that the Board of Directors can deliberate more
fully on matters of particular importance. For other matters, the Company is seeking to expedite the decision-making by the Management.
Please refer to the “Corporate Governance Regulations” on the Company website for the Company’s corporate governance initiatives.
Corporate Governance Regulations: https://www.ccbj-holdings.com/corporate/governance/[Reasons for Not Implementing Specific Principles of the Corporate Governance Code]*The following is stated based on the Corporate Governance Code revised in June 2021.
The definitions for the terms used hereinafter shall be as follows:
Senior Management: Executive Directors
Management: Executive Officers[Principle 4-10. Use of Optional Approach]
Supplementary Principle 4-10-1. Use of Optional Advisory Committee
The Company has no optional advisory committee in place to consider matters of particular importance such as the nomination of and compensation
for the Senior Management and Directors. Instead, the Company has established a policy of respecting the report of the Audit and Supervisory
Committee (that has members consisting of more than one (1) Independent Outside Director) prior to deliberation by the Board of Directors, and tohave such matters of particular importance decided upon by the Board of Directors (that has more than one-third of its members constituted by
Independent Outside Directors) in order to strengthen the independence and objectivity of the function of the Board of Directors and its accountability.
The current Audit and Supervisory Committee consists of only Outside Directors, half of whom are Independent Outside Directors, and a majority of theBoard of Directors is constituted by Independent Outside Directors. Thus, the Company believes that this further strengthens the independence andobjectivity of the function of the Board of Directors and its accountability.

[Disclosure Based on the Principles of the Corporate Governance Code]Updated[Principle 1-3. Basic Strategy for Capital Policy]
The Company’s capital policy is available on the Company website (https://en.ccbj-holdings.com/ir/stockholder/dividend.php) as well as in the
Company’s Annual Securities Reports and Earnings Release for reference.
[Principle 1-4. Cross-Shareholdings](Policy on Cross-Shareholdings)
Please refer to Article 7 of the Corporate Governance Regulations on the Company website for the Company’s policy on Cross-Shareholdings.
Corporate Governance Regulations: https://www.ccbj-holdings.com/corporate/governance/
In 2023, the Company has reduced 47 stock names held as cross-shareholdings and approximately 5.5 billion yen (as of December 31, 2023).

1 / 20[Principle 1-7. Related Party Transactions]
Decisions on conflict-of-interest transactions and competitive transactions between the Company and its Directors, Management or major shareholders,etc. are subject to the approval of the Board of Directors in accordance with the laws and regulations as well as the “Board of Directors Regulations”
stipulated by the Board of Directors. The Company strives to ensure appropriate operation by, for example, not allowing the Director involved in suchtransactions to participate in the resolution for approval at the Board of Directors. In addition, in the event of any conflict-of-interest transactions orcompetitive transactions between the Company and its Directors, Management or major shareholders, etc., the material facts thereof are reported at
the Board of Directors meeting.
[Principle 2-4. Ensuring Diversity in the Company, including Promotion of Women’s Active Participation]
Supplementary Principle 2-4-1. Principles for Ensuring Diversity, such as in the Promotion of Core Human Resources, and Setting Voluntary andMeasurable Goals(1) Basic Principles
The Company sets medium to long term, measurable goals toward increasing the ratio of women in managerial positions. In addition, in order to foster a
corporate culture where every employee can independently build a career where they can shine, the Company proactively promotes initiatives, such as
improving the workplace environment and support systems, and discloses the progress thereof in Integrated Report 2023.
However, the Company has decided not to set any goals for recruiting “non-Japanese” or “mid-career employees,” since the Company already proactively
employs “non-Japanese” and “mid-career employees” and believes that a diverse range of perspectives and sense of values reflecting different
experiences, skills and attributes exist in the Company.
(2) Promotion of Women to Managerial Positions
Please refer to [Inclusion] under [Value Creation Story] and [People Strategy under Foundations Supporting the Corporate Value Growth] of the Integrated
Report 2023 and 5.[Employees] under (4)[ Female Manager Ratio, Percentage of Male Employees Taking Childcare Leave, and Gender Wage Gap
Consolidated] of the Annual Securities Report on the Company website for its principles, goals and progress on promotion of women to managerial
positions.
Integrated Report 2023:
https://en.ccbj-holdings.com/ir/library/annual.php- Annual Securities Report:
https://en.ccbj-holdings.com/ir/library/securities.php(3) Promotion of Non-Japanese to Managerial Positions
The Company does not set any “numerical goals,” etc. for the promotion of non-Japanese to managerial positions since employees with various
backgrounds work together without any distinction of nationality, and the Company makes no distinction between “non-Japanese / Japanese” inrecruiting employees or promoting employees to managerial positions.
The Company has a Board of Directors consisting of members from six (6) countries, and half the members of the Senior Management and Management
which take the role of executing business are non-Japanese.
(4) Promotion of Mid-Career Employees to Managerial Positions
The Company does not set any “numerical goals” for the promotion of “mid-career employees” to managerial positions since mid-career employees
constitute at least 30% of the managerial positions in the Company, and the Company believes that a diverse range of perspectives and sense of values
reflecting different experiences, skills and attributes already exist in the Company.
(5) Other Matters (Including General Principles on Ensuring Diversity)
Please refer to [Value Creation Story] and [People Strategy under Foundations Supporting the Corporate Value Growth] of the Integrated Report 2023 on
the Company website for other matters such as principles for ensuring diversity.
Integrated Report 2023: https://en.ccbj-holdings.com/ir/library/annual.php[Principle 2-6. Roles of Corporate Pension Funds as Asset Owners]
The Company’s corporate pension fund is managed by way of the Asset Management Committee in charge of examining and planning the pension asset
management confirming the appropriateness of such a plan by going through proposals and deliberations with more than one (1) meeting structure,including the Council or the Board of Representatives, and the Corporate Pension Fund of the Company’s group (the “Group”) carrying out such plan ormonitoring the entity outsourced with the pension asset management thereof.
In addition, any important matters with regard to the management of the corporate pension fund are resolved by the Board of Representatives, half of
whose members are selected from employees who are also the beneficiaries, and any conflict of interest that may arise between the Company and thebeneficiaries are appropriately handled under the Corporate Pension Fund Rules.
Furthermore, the Company shall work to enhance its function as an asset owner of corporate pension funds by assigning to the Secretariat appropriately
qualified persons who have knowledge and experience related to corporate pensions to serve as dedicated secretariat members for the corporate
pension fund, and by continually providing support, etc. to further improve their knowledge.
[Principle 3-1. Full Disclosure](1) Company Objectives, Business Strategies and Business Plans
Please refer to the Company website for the Company’s mission, vision and values that are summed up by the Company’s corporate philosophy“Paint it RED! Let’s Repaint our Future.” The business strategies and plans are also described in the Company’s earnings announcements andearnings presentations, etc. Please refer to the Company website for materials relating thereto.
- The Company objectives of “Mission” “Vision” and “Values”: https://en.ccbj-holdings.com/corporate/mvv/- CCBJH Group Corporate Message: https://en.ccbj-holdings.com/corporate/mvv/message.php- Business strategies and business plans (Strategic Business Plan - Vision 2028):
https://en.ccbj-holdings.com/ir/library/vision2028.php
https://en.ccbj-holdings.com/pdf/irinfo/193_3.pdf(2) Basic Principles on Corporate Governance
The Company’s basic principles on corporate governance are as stated in the “A. Basic Principles” section at the beginning of this Report.

2 / 20(3) Policy and Procedures in Determining Compensation for Senior Management and Directors
With respect to the compensation for the Company’s Senior Management and Directors: (i) the compensation levels and composition shall be suchthat they enable the Company to hire and retain talented personnel varying in nationality and experience, etc.; (ii) the composition ratio ofcompensation shall be such that they emphasize performance-linked compensation in order to provide sufficient incentives for achieving profitable
growth; and (iii) the compensation structure shall be such that they enable the Company to promote the enhancement of corporate value over the
medium to long term, and reinforce the alignment of interests with shareholders.
Please refer to “[Corporate Governance Strategy under Foundations Supporting the Corporate Value Growth] of the Integrated Report 2023” and“(4) [Details and procedures on the compensation of Directors and Executive Officers]” under “4. Corporate governance” of the Annual Securities
Report on the Company website for other matters such as procedures for determining compensation of the Senior Management and Directors.
Integrated Report 2023: https://en.ccbj-holdings.com/ir/library/annual.php
Annual Securities Report: https://en.ccbj-holdings.com/ir/library/securities.php(4) Policies and Procedures for Appointing or Dismissing Senior Management and Nominating Director Candidates
In order to enhance management efficiency and transparency and increase the Company’s shareholder value, the Company’s Board of Directors
sets out its principles on the balance between knowledge, experience and skills, and the diversity and appropriate size of the Board of Directors as awhole, as described below:
The Company’s Board of Directors consists of no more than ten (10) Directors (excluding Directors who are Audit and Supervisory Committee
members) and no more than seven (7) Directors who are Audit and Supervisory Committee members, which are the limits set as the number ofrespective members under the Articles of Incorporation.
The Board of Directors, as a whole, ensures an appropriate structure not only with a wide range of knowledge and expertise on corporate
management, financial strategies, risk management and legal compliance, but also with diversity in gender, nationality, experience or otherorientations. In light of the importance of the function of Outside Directors in corporate governance, the Company shall appoint, for the Directors,
Outside Directors who are independent based on the Company’s independence standards and qualification, in a number that constitutes at least
one-third of the Directors, and which shall include at least one (1) person who has management experience at another company.
In addition, in nominating candidates for Directors who will be Audit and Supervisory Committee members, the Company makes sure that it
nominates at least one (1) candidate who has appropriate knowledge of finance and accounting.
In appointing or dismissing Senior Management and nominating Internal Director candidates for the Company, the Company’s Board of Directors
makes decisions by appropriately evaluating the degree of their contribution and future potential, etc. based on the Company’s evaluation systemfrom an independent and objective perspective.
In nominating Outside Director candidates, the Company’s Board of Directors nominates those who are deemed likely to make a contribution toenhancing the Company’s corporate value from an independent and objective perspective.
As for the current procedures for appointing or dismissing Senior Management and nominating Director candidates, the report of the Audit andSupervisory Committee which consists of only Outside Directors, half of whom are Independent Outside Directors, is respected, and decisions are
made by the Board of Directors, the majority of whom are constituted by Independent Outside Directors. Thus, the Company believes thattransparency and fairness are ensured.
(5) Explanation of Each Appointment, Dismissal and Nomination When Appointing or Dismissing Senior Management and Nominating Director
Candidates in Light of (4) Above
When the Company’s Board of Directors appoints or dismisses Senior Management, it shall promptly make such fact public.
In addition, when the Company’s Board of Directors appoints Director candidates, it shall state the reason for the appointment of each candidate in
the Notice of the General Meeting of Shareholders. Please refer to the Company website for the Notice of the General Meeting of Shareholders.
・Notice of the General Meeting of Shareholders: https://en.ccbj-holdings.com/ir/stockholder/meeting.php
Supplementary Principle 3-1-3. Initiatives on Sustainability, etc.
The Company has specified and disclosed three (3) core elements (platforms): “Inclusion” “Communities” and “Resources” as its “Sustainability
Framework,” as well as thirteen (13) priority issues (material issues) for the Company to tackle in the immediate future in order to achieve its
Sustainable Development Goals (SDGs).
In addition, People Strategy sets forth our vision for human capital and enhances the foundation for sustainable profitable growth. Through this strategy,
the Company aim to achieve the goals of “Vison 2028” and improve corporate value. The Company defined our vision of human capital, essential toachieving the goals of “Vision 2028” across the areas of people, culture and organization. To accelerate towards our vision of human capital, theCompany has identified challenges we face and formulated the focus areas of the People Strategy. Through these mechanisms, the Company continue
to drive the key initiatives for sustainable growth of the business.
The Company shall disclose information through IR-related materials, including Integrated Report 2023, and the Company website for the Company’s
Sustainability Framework and the Company’s initiatives based thereon.
・Integrated Report 2023: https://en.ccbj-holdings.com/ir/library/annual.php[Principle 4-1. Roles and Responsibilities of the Board (1)]Supplementary Principle 4-1-1. Scope of Delegation to the Management
The Company has taken the form of a company with an Audit and Supervisory Committee with the aim of further strengthening the governance system.
The Company has adopted an executive officer system to separate decision-making and management supervisory functions from business executionfunctions. Certain decisions on important business execution are delegated to Directors so that the Board of Directors can deliberate more fully on
matters of particular importance. For other matters, the Company is seeking to expedite the decision-making by the Management.
The Company has set out matters to be resolved at the Board of Directors under the “Rules and Regulations on Board of Directors.” For the main
matters, please refer to Article 17, Paragraph 2 of the Corporate Governance Regulations on the Company website.
- Corporate Governance Regulations: https://en.ccbj-holdings.com/corporate/governance/
Other decisions regarding business execution are delegated to the Directors, whose authority is further transferred to Management and department
heads, etc. The details are clearly stated in the Company’s internal regulations.

3 / 20[Principle 4-9. Independence Standards and Qualification for Independent Directors]
Please refer to Article 20, Paragraph 2 of the Corporate Governance Regulations on the Company website for the independence standards andqualification for those who become the Company’s Independent Outside Directors.
- Corporate Governance Regulations: https://en.ccbj-holdings.com/corporate/governance/[Principle 4-11. Preconditions for Board Effectiveness]
Supplementary Principle 4-11-1. Principles on Balance between Knowledge, Experience and Skills, and the Diversity and Appropriate Size of theBoard of Directors as a Whole
In order to enhance management efficiency and transparency and increase the Company’s shareholder value, the Company’s Board of Directors sets out
its principles on the balance between knowledge, experience and skills, and the diversity and appropriate size of the Board of Directors as a whole, as
described below:
The Company’s Board of Directors consists of no more than ten (10) Directors (excluding Directors who are Audit and Supervisory Committee members)
and no more than seven (7) Directors who are Audit and Supervisory Committee members, which are the limits set as the number of respective
members under the Articles of Incorporation.
The Board of Directors, as a whole, ensures an appropriate structure not only with a wide range of knowledge and expertise on corporate management,
financial strategies, risk management and legal compliance but also with diversity in gender, nationality, experience or other orientations. In light of theimportance of the function of Outside Directors in corporate governance, the Company shall appoint, for the Directors, Outside Directors who are
independent based on the Company’s independence standards and qualification, in a number that constitutes at least one-third of the Directors, andwhich shall include at least one (1) person who has management experience at another company.
In addition, in nominating candidates for Directors who will be Audit and Supervisory Committee members, the Company makes sure that it nominates
at least one (1) candidate who has appropriate knowledge of finance and accounting.
When deciding on Internal Director candidates, the Board of Directors shall make decisions from an independent and objective perspective byappropriately evaluating the degree of their contribution and future potential, etc. based on the Company’s evaluation system. For nomination of
Outside Directors, the Board of Directors shall nominate those who it deems likely to make contributions to enhancing the Company’s corporate value
from an independent and objective perspective.
As for the procedures for nominating Director candidates, the report of the Audit and Supervisory Committee, including more than one (1) Independent
Outside Director, shall be respected, and decisions shall be made by the Board of Directors.
The Company has taken the form of a company with an Audit and Supervisory Committee that has members consisting of more than one (1)Independent Outside Director and more than one-third of the members of the Board of Directors consisting of Independent Outside Directors. Thus, theCompany believes that transparency and fairness are ensured.
The Company has prepared a Skills Matrix in which the above-mentioned knowledge, experience and skills, etc. are listed. The Skills Matrix is describedin the Notice of the General Meeting of Shareholders as well as on the Company website. Please refer to the link below.
・Notice of the General Meeting of Shareholders: https://en.ccbj-holdings.com/ir/stockholder/meeting.php
Supplementary Principle 4-11-2. State of Directors who Concurrently Serve as Officers at Other Listed Companies
The status of the Company’s Directors who concurrently serve as officers at other listed companies is described each year in the ”Status of theCompany’s Officers” under the “Current Status of the Company” section in the Business Report contained in the Notice of the Ordinary General Meetingof Shareholders, as well as in the “Brief Personal Profile, Position and Responsibility in the Company” and ”Significant Concurrent Positions” and othersections described in the reference materials for the General Meeting of Shareholders. Please refer to: https://en.ccbjholdings.com/ir/stockholder/meeting.php
Supplementary Principle 4-11-3. Outline of Analysis and Evaluation Results on the Effectiveness of the Board of Directors as a Whole
Each year, the Company’s Board of Directors conducts an effectiveness evaluation and analysis at the Board of Directors meetings based on selfevaluations by the Directors regarding the operation, support system and composition, etc. of the Board of Directors The outline of the results is as
stated below:
Based on the Directors’ self-evaluations conducted with advice from outside third-party organizations, the Company has identified issues related to theenhancement and evolution of deliberations opportunities regarding business environment changes that could affect CCBJH Group’s business and theprovision of board meeting materials an appropriate time and in appropriate formats for prior reviews, and we are continuing to work toward
improvement. Since the Company has received mostly positive evaluations on the Company’s efforts, the Company considers that the effectiveness of
the Board of Directors, as a whole, is being improved.
It is also acknowledged that the Company shall promote proactive and continuous efforts in the future to improve the operations in order to further
enrich and deepen the discussions at the Board of Directors meetings in response to changes in the business environment, to further stimulate
discussions at the Board of Directors meetings.
[Principle 4-14. Director Training]
Supplementary Principle 4-14-2. Policy for Training Directors
Please refer to Article 27 of the Corporate Governance Regulations on the Company website for the Company’s policy for training Directors.
- Corporate Governance Regulations: https://en.ccbj-holdings.com/corporate/governance/[Principle 5-1. Policy on Improving the System and Efforts for Promoting Constructive Dialogue with Shareholders](Basic Principles)Through constructive dialogue with the Company’s shareholders, the Company shall promote its shareholders’ understanding of the Company andcontribute to sustainable growth and enhancement of the Company’s corporate value over the medium to long term.
(General Manager and Department in Charge)
The department in charge of Corporate Governance shall respond to requests for dialogue (interviews) in cooperation with IR Department and Senior
Management in charge of the Legal Department shall be appointed as the person in charge of overseeing the response. In addition, Senior Managementin charge of the Legal Department, shall attend the interviews with shareholders as necessary, after confirming the purpose of the dialogue (interview)

4 / 20requested thereby, etc.
(Internal Coordination System for Dialogue (Interview) with Shareholders)In holding the dialogue (interview) with shareholders, the department in charge of Corporate Governance shall share information with related internal
departments and make sure that it responds to the shareholders in a coordinated manner. At the same time, the department in charge of IR shall makeefforts to resolve any issues by reporting the opinions received from the shareholders in the dialogue (interview) to the Senior Management and the
Directors in a timely and appropriate manner.
(Other Forms of Dialogue Besides Individual Interviews)
The Company shall make efforts to have Senior Management and Directors disseminate information regularly through earnings presentations, etc. The
Company shall also make efforts to deliver the image of the earnings presentations in both Japanese and English via a webcast and to attend investor
conferences, etc. held within and outside of Japan.
(Preventing the Divulgence of Insider Information)
When engaging in dialogue (interviews) with shareholders, the Group shall strive to ensure thorough insider information management in accordancewith internal regulations to prevent any divulgence from occurring.
[Principle 5-2. Establishing and Disclosing Business Strategies and Business Plans]
The business strategies and plans are described in the Company’s earnings announcements and earnings presentations, etc. Please refer to theCompany website for materials relating thereto.
- Business strategies and business plans (Strategic Business Plan - Vision 2028:
https://en.ccbj-holdings.com/ir/library/vision2028.php
https://en.ccbj-holdings.com/pdf/irinfo/193_3.pdf[Actions to achieve cost of capital and stock price conscious management]
In our Strategic Business Plan - Vision 2028 which aims for sustainable profitable growth through 2028, we are focusing on profitability and capitalefficiency, and have set annual revenue growth of 2-3%, business income margin of at least 5% or more, and ROIC of at least 5% or more as key
indicators. In addition to improving profitability, we also intend to emphasize the efficiency of invested capital. Through appropriate management andinvestment of capital, we will improve the turnover rate of assets such as inventory and fixed assets, and optimize the capital structure including
financial leverage, etc., to achieve ROIC of 5% or more by 2028, which will lead to improvement of P/B ratio, thereby achieving sustainable growth andincreasing corporate and shareholder value. For details, please refer to our Strategic Business Plan - Vision 2028, which is available on our website.
- Business strategies and business plans (Strategic Business Plan - Vision 2028:
https://en.ccbj-holdings.com/ir/library/vision2028.php
https://en.ccbj-holdings.com/pdf/irinfo/193_3.pdf

5 / 20B.

Capital Structure
Foreign Shareholding Ratio[Status of Major Shareholders]

20% or more but less than 30%

Updated

Name

Number of Shares Held

Ratio (%)

Coca-Cola (Japan) Company, Limited

27,956,199

15.32

The Master Trust Bank of Japan, Ltd. (Trust Account)

22,647,600

12.41

BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)

7,745,310

4.24

Custody Bank of Japan, Ltd. (Trust Account)

7,206,100

3.95

Ichimura Foundation for New Technology

5,294,718

2.90

Sensyusya Co., Ltd.

4,088,400

2.24

Coca-Cola Holdings West Japan Inc.

4,074,945

2.23

Goldman Sachs International

4,022,746

2.20

Satsuma Shuzo Co., Ltd.

3,984,900

2.18

Mitsubishi Heavy Industries Machinery Systems, Ltd.

3,912,151

2.14

Controlling Shareholders (Excluding the
Parent Company)―――

Parent Company

N/A

Supplementary Explanation
The status of major shareholders stated above is the status as of December 31, 2023.

C.

D.

Corporate Attributes
Listed Exchange and Market Segment

Prime Market of the Tokyo Stock Exchange

Fiscal Year End

DecemberType of Industry

Food

Number of Employees (Consolidated) as of
the End of Previous Fiscal Year

1000+

(Consolidated) Sales in the Previous Fiscal
Year

100 billion yen or more but less than 1 trillion yen

Number of Consolidated Subsidiaries as of
the End of Previous Fiscal Year

Less than 10 companies

Guidelines on Measures for Protection of Minority Shareholders in Conducting Transactions, Etc. with Controlling
Shareholders―――

E.

Other Special Circumstances Which May Have a Material Impact on Corporate Governance―――6 / 20II. Status of Business Management Organization and Other Corporate Governance Systems Pertaining toManagerial Decision-Making, Execution and SupervisionA.

Matters Pertaining to Organizational Structure and Operation, Etc.
Organization Form

Company with Audit and Supervisory Committee[Directors]
Maximum Number of Directors Under the
Articles of Incorporation

17

Term of Directors Under the Articles ofIncorporation

1 yearChair of the Board of Directors

President

Number of Directors

9

Appointment Status of Outside Directors

Appointed

Number of Outside Directors

7

Number of Outside Directors Designatedas Independent Officers

5

Relationships with the Company (1)NameAttributeab

Relationship with the Company (*)
c
d e f
g h i
j

Hiroko Wada

From another company

Hirokazu Yamura

From another company

Celso Guiotoko

From another company

Hiroshi Yoshioka

From another company

Nami Hamada

From another company

Stacy Apter

From another company○○

Sanket Ray

From another company

○

○

k

○

* Categories for “Relationship with the Company”* "○" indicates that the person currently falls under or has recently fallen under the relevant category; and"∆" indicates that the person fell under the relevant category in the past.
* "●" indicates that the person’s close relative currently falls under or has recently fallen under the relevant category; and"▲" indicates that the person’s close relative fell under the relevant category in the past.
a. An executive member of the Company or its subsidiary.
b. An executive member or a non-executive Director of the parent company of the Company.
c. An executive member of a fellow subsidiary company of the Company.
d. A person who has a significant business relationship with the Company or an executive member thereof.
e. A person with whom the Company has a significant business relationship or an executive member thereof.
f. A consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company otherthan executive compensation.
g. A major shareholder of the Company (if such major shareholder is a legal entity, an executive member of such legal entity).
h. An executive member of a person with whom the Company has a business relationship (which does not fall under items d, e, or f) (the person
him/herself only).
i. An executive member of an entity between which the Company’s Outside Officers are mutually appointed (the person him/herself only).
j. An executive member of an entity that receives donation from the Company (the person him/herself only).
k. Others.

7 / 20Relationships with the Company (2)Name

Hiroko Wada

Audit andSupervisory
Committee
Member―Independent
Officer○

Supplementary
Explanations
Concerning Relevant
Categories―――

Reasons for Appointment

The Company has appointed Hiroko Wada as a
Director (Outside Director) with the expectationthat she will utilize, for the management of theCompany, the considerable management
experience and global knowledge she has gained
thus far as by serving as an officer at The Procter& Gamble Company and as a Representative
Director at Dyson Ltd. and Toys”R”Us-Japan Ltd.
As there is no relationship of special interest
between Wada and the Company, the Company
has deemed that there will be no risk of conflictof interest between her and the generalshareholders. Based on these grounds, theCompany has designated Wada as an
Independent Officer.

Hirokazu Yamura―○

Hirokazu Yamura is theRepresentative Director &President of Michinoku
Coca-Cola Bottling Co., Ltd.
The Company has atransactional relationship in
product trading, etc. with
Michinoku
Coca-Cola
Bottling Co., Ltd. (Sales etc.:
0.5% of the Company’s
consolidated sales revenue;
Purchases etc.: 1.9% of theconsolidated
salesofMichinoku
Coca-Cola
Bottling Co., Ltd.)The Company has appointed Hirokazu Yamura,the Representative Director & President ofMichinoku Coca-Cola Bottling Co., Ltd., as a
Director (Outside Director) with the expectationthat he will utilize, for the management of theCompany, the considerable management
experience and knowledge he has gained inmanagement and as Representative Director &President at Michinoku Coca-Cola Bottling Co.,Ltd.
The Company also has a transactional
relationship with the group companies ofMichinoku Coca-Cola Bottling Co., Ltd. as
described in the left column, but the transaction
volume is very small. In addition, the trading
prices and other terms and conditions applied tothese transactions are appropriately set as in thecase with the trading prices and other terms andconditions applied to transactions with otherbusiness partners. The Company therefore
believes that these group companies ofMichinoku Coca-Cola Bottling Co., Ltd. do not
obstruct the Company’s free business activities.
Therefore, as there is no risk for the Company tosuffer significant impact from Michinoku CocaCola Bottling Co., Ltd., the Company has deemedthat there will be no risk of conflict of interest
between him and the general shareholders.
Based on these grounds, the Company has
designated Yamura as an Independent Officer.
The Company requests the election of Celso
Guiotoko as a Director (Outside Director) in the
expectation that he will utilize, for the
management of the Company, the considerable
experience and global knowledge he has gained
thus far at Nissan Motor Co., Ltd. (“Nissan”) as
well as Nishimoto Co., Ltd.

Celso Guiotoko

○

○

―――
As there is no relationship of special interest
between Guiotoko and the Company, theCompany has deemed that there shall be no riskof any conflict of interest between him and thegeneral shareholders. Based on these grounds,
the Company has designated Guiotoko as an
Independent Officer.

8 / 20Hiroshi Yoshioka

―

○

―――

Hiroshi Yoshioka has considerable experiencesand global expertise gained at the Coca-Colabottling company in Japan and Sony
Corporation. Based on his extensive
experience as a corporate executive, he isexpected to provide advice on all areas
including decision making related to importantmanagerial decisions, handling of expectedrisks and the internal control system, and theCompany has appointed Yoshioka as a Director
serving on the Audit and Supervisory
Committee (Outside Director).
As there is no relationship of special interest
between Yoshioka and the Company, theCompany has deemed that there will be norisk of conflict of interest between him andthe general shareholders. Based on thesegrounds, the Company has designatedYoshioka as an Independent Officer.

Nami Hamada

○

○

―――

Nami Hamada has considerable experience inFinance and Accounting gained as a proprietorof her own finance consulting company andconsiderable experience and global knowledge
gained as a corporate executive at Lehman
Brothers
Japan
Inc.
and
possesses
management supervisory experience as a
Statutory Auditor at Shimadzu Corporationand MetLife Insurance K.K. Based on her
extensive experience as a corporate executive
and her expertise in the field of finance, she isexpected to provide advice as a Director of theCompany who is an Audit and Supervisory
Committee member in all areas, including
decision making related to importantmanagerial decisions, handling of expectedrisks and the internal control system, and theCompany has appointed Hamada as a Director
serving on the Audit and Supervisory
Committee (Outside Director).
As there is no relationship of special interest
between Hamada and the Company, theCompany has deemed that there will be norisk of any conflict of interest between her andthe general shareholders. Based on thesegrounds, the Company has designatedHamada as an Independent Officer.

Stacy Apter is Senior Vice
President and Treasurer, Headof Corporate Finance of The
Coca-Cola Company.
Stacy Apter○―

The Company has entered into
contracts for manufacturing
and sales of Coca-Cola andother products and use of
trademarks, etc. with The
Coca-Cola Company.

9 / 20

Stacy Apter is Senior Vice President andTreasurer, Head of Corporate Finance of The
Coca-Cola Company, who has demonstrated
strong leadership and support to the Board of
Directors, particularly in a variety of fields suchas global financial risk oversight and enterpriserisk management at The Coca-Cola Company.
Based on her extensive experience in thefinancial and risk management field, she isexpected to provide advise as a Director
serving on the Audit and Supervisory
Committee in all areas including decisionmaking related to important managerial
decisions, handling of expected risks and theinternal control system, and the Company has
appointed Apter as a Director serving on the
Audit and Supervisory Committee (Outside
Director).

Sanket Ray is the President of
the India and Southwest Asia
Unit
of
The
Coca-Cola
Company.
Sanket Ray○―

The Company has entered into
contracts for manufacturing
and sales of Coca-Cola andother products and use of
trademarks, etc. with The
Coca-Cola Company.

10 / 20

Sanket Ray is President of the India andSouthwest Asia Unit of The Coca-Cola
Company, who has demonstrated strong
leadership in mainly commercial at The CocaCola Company and has considerable
management experience as a manager atbusiness units in the Asia region.
Based on his extensive experience as a global
corporate executive, he is expected to provide
advice as a Director serving on the Audit andSupervisory Committee member on all areas,
including decision-making related to importantmanagerial decisions, handling of expectedrisks and the internal control system, and theCompany has appointed Ray as a Director
serving on the Audit and Supervisory
Committee (Outside Director).

[Audit and Supervisory Committee]
Committee Member Composition and Attribution of Chair

All Members of
the Committee
Audit andSupervisory
Committee

Full-Time
Members
4

Whether there are Directors andEmployees to Assist with the Duties of the
Audit and Supervisory Committee

0Internal Directors

Outside Directors

0

4

Chair
Outside Director

Yes

Matters Regarding Independence of Said Directors and Employees from Executive Directors
The Company shall assign assistant employees who assist the Audit and Supervisory Committee. Said assistant employees shall assist the duties of the
Audit and Supervisory Committee under instruction from the Audit and Supervisory Committee, and shall not be subject to instruction from Directors(excluding Directors who are Audit and Supervisory Committee members).

Status of Coordination Among Audit and Supervisory Committee, Accounting Auditors and Internal Audit Department
The Company has established an Internal Audit Office as an internal audit department to ensure compliance with the laws and regulations, appropriate
activities and operations, protection of assets and reliability of financial activities of the Company.
The Directors who are Audit and Supervisory Committee members audit the execution of duties by Directors and Management in accordance with
relevant laws and regulations, the Articles of Incorporation and the audit standards of the Company’s Audit and Supervisory Committee, throughperiodic meetings with Representative Directors and report on the results of audits conducted by the Internal Audit Office, etc.
The annual audit policy and plans of the Internal Audit Office are discussed beforehand with the Audit and Supervisory Committee, which receives
reports from time to time on the results of audits conducted by the Internal Audit Office.
In addition, the Audit and Supervisory Committee and the Internal Audit Office receive explanations on the audit plan from the accounting auditors at
the beginning of the fiscal year and request explanations and reports from time to time regarding the status of the audit during the fiscal year and theresults of the fiscal year-end audit, etc.

[Optional Committees]
Optional Committees Equivalent toNominating Committee or Compensation
Committee

N/A[Independent Officers]
Number of Independent Officers

5

Other Matters Regarding Independent Officers
Please refer to Article 20, Paragraph 2 of the Corporate Governance Regulations on the Company website for the independent standards andqualifications for those who become the Company’s Independent Outside Directors.
- Corporate Governance Regulations: https://en.ccbj-holdings.com/corporate/governance/

11 / 20

[Incentives]
Implementation Status of Initiatives on
Providing Incentives to Directors

Introduction of performance-linked compensation system

Supplementary Explanation
Compensation consists of bonuses and long-term incentives (stock-based compensation plans (Performance Share Unit (PSU) Plan and Restricted Stock
Unit (RSU) Plan) based on basic compensation and performance.

Persons Eligible for Stock Options

Supplementary Explanation―――[Directors’ Compensation]
State of Disclosure (of each Directors’Compensation)

Partly, individually disclosed

Supplementary Explanation
For each Director’s compensation, please refer to “(4) [Details and procedures on compensation of Directors and Executive Officers]” under “4.
Corporate governance” of the Annual Securities Report and “Corporate Governance Strategy under Foundations Supporting the Corporate Value
Growth” of the Integrated Report 2023 on the Company website.
Annual Securities Report: https://en.ccbj-holdings.com/ir/library/securities.php
Integrated Report 2023: https://en.ccbj-holdings.com/ir/library/annual.php

Whether there is a Policy for Determining
the Amount of Compensation or Its
Calculation Method

Yes

Disclosure regarding the Policy for Determining the Amount of Compensation or the Calculation Method thereof
For the details and procedures, etc. concerning compensation for Directors, please refer to [Principle 3-1] “(3) Policy and Procedures in Determining
Compensation for Senior Management and Directors” under [Disclosure Based on the Principles of the Corporate Governance Code] herein, “(4) [Details
and procedures on compensation of Directors and Executive Officers]” under “4. Corporate governance” of the Annual Securities Report, and“Corporate Governance Strategy under Foundations Supporting the Corporate Value Growth” of the Integrated Report 2023 on the Company website.
Annual Securities Report: https://en.ccbj-holdings.com/ir/library/securities.php
Integrated Report 2023: https://en.ccbj-holdings.com/ir/library/annual.php[Support System for Outside Directors]
Support shall be provided to Outside Directors by the members from Corporate Governance Department and Executive Business Management
Department, and support shall be provided to Outside Directors who are Audit and Supervisory Committee members by the Secretariat of the Audit andSupervisory Committee (assistant employees).

B.

Matters related to Functions such as Business Execution, Auditing/Supervision, Nomination and Compensation Determination,etc. (Outline of the Current Corporate Governance System)-

Management Auditing/Supervisory Function
The Company has taken the form of a company with an Audit and Supervisory Committee with the aim of further strengthening the governancesystem. The Audit and Supervisory Committee, which takes the role as the Company’s auditor, consists of only Outside Directors (Audit andSupervisory Committee members), including more than one (1) Independent Outside Director, and the management supervisory function isstrengthened by the Audit and Supervisory Committee members, who are Outside Directors, having voting rights at the Board of Directors meetings
and the right to state their opinions concerning the nomination of and compensation, etc. for Directors at the General Meetings of Shareholders.

12 / 20

-Nomination and Compensation Determination Functions
Matters related to the nomination procedures for Director candidates and compensation for Directors (excluding Directors who are Audit andSupervisory Committee members) shall be deliberated by the Audit and Supervisory Committee, consisting of only Outside Directors, in order toenhance the transparency and objectivity of the procedures for nomination and determination of compensation, and the nomination of candidates
shall be submitted to the General Meeting of Shareholders through a resolution of the Board of Directors, and the compensation for each memberof Senior Management, including performance-linked compensation, shall be determined by the Representative Director and President based ondelegation by a resolution of the Board of Directors, within the total amount determined by a resolution of the General Meeting of Shareholders
and in accordance with the Decision Policy for Director Compensation, etc. Compensation for Management shall also be determined throughdeliberation by the Audit and Supervisory Committee.

-

Outline of the Terms of Limited Liability Agreement and Directors’ and Officers’ Liability Insurance Policy
The Company has entered into a limited liability agreement with the Directors (excluding Executive Directors, etc.), and has also obtained a
Directors’ and Officers’ liability insurance policy from an insurance company under which the Directors (including those who are Audit andSupervisory Committee members) and the Group’s Management are the insureds. For an outline of the terms of such agreement and policy, pleaserefer to the ”Status of the Company’s Officers” section under the “Current Status of the Company” section in the Business Report contained in the
Notice of the Ordinary General Meeting of Shareholders.
Notice of the General Meeting of Shareholders: https://en.ccbj-holdings.com/ir/stockholder/meeting.php

C.

Reasons for Adopting the Current Corporate Governance System
The Company has taken the form of a company with an Audit and Supervisory Committee to further strengthening the governance system. The Audit andSupervisory Committee, which takes the role of the Company’s auditor, consists of only Outside Directors (Audit and Supervisory Committee members),
including more than one (1) Independent Outside Director and the management supervisory function is strengthened by the Audit and Supervisory
Committee members, who are Outside Directors, having voting rights at the Board of Directors meetings and the right to state their opinions concerning
the nomination of and compensation, etc. for Directors at the General Meetings of Shareholders.
The Company has adopted an executive officer system to separate decision-making and management supervisory functions from business executionfunctions. Certain decisions on important business execution are delegated to Directors so that the Board of Directors can deliberate more fully on
matters of particular importance. For other matters, the Company is seeking to expedite the decision-making by the Management. The Company has
adopted such a system based on the belief that the efficiency and transparency of management can be enhanced thereby.
a.

Board of Directors
The Board of Directors of the Company consists of nine (9) Directors, including more than one (1) Independent Outside Directors. Ordinary Board of
Directors meetings are held once every three (3) months, in principle, with extraordinary meetings held whenever necessary. At the Board of
Directors meetings, matters stipulated under the laws and regulations and the Articles of Incorporation, as well as matters related to importantbusiness such as the basic policy on management shall be resolved, and reports shall be made by Directors concerning business execution. Certain
decisions on important business execution are delegated to Directors so that the Board of Directors can deliberate more fully on matters ofparticular importance. For other matters, the Company is seeking to expedite the decision-making by the Management.
(1)

Purpose and Authority:(a)Decision-making on matters stipulated under the laws and regulations and the Articles of Incorporation, as well as matters related toimportant business such as the basic policy on business management; and(b)

Receiving reports from Directors concerning business execution.

(2)

Chairperson:- Calin Dragan, Representative Director and President(3)

Members:- Calin Dragan, Bjorn Ivar Ulgenes, Hiroko Wada (Outside Director), Hirokazu Yamura (Outside Director), Celso Guiotoko (Outside Director),
Hiroshi Yoshioka (Outside Director), Nami Hamada (Outside Director), Stacy Apter (Outside Director), and Sanket Ray (Outside Director)

13 / 20

b.

Audit and Supervisory Committee
The Audit and Supervisory Committee of the Company consists of only four (4) Outside Directors, including more than one (1) independent outside
director. Audit and Supervisory Committee meetings are held once every three (3) months in principle, with extraordinary meetings held whenevernecessary. The Audit and Supervisory Committee audits the status of business execution by the Directors, Management and employees inaccordance with relevant laws and regulations, the Articles of Incorporation and the Audit Standards of the Audit and Supervisory Committee
through participation in the Board of Directors meetings and by referring to the results of audits by the department in charge of internal audits andthe accounting auditors.
In addition, the Audit and Supervisory Committee members exchange opinions with the Representative Directors on a regular basis regarding suchaudits, and it is therefore considered that the Audit and Supervisory Committee conducts sufficient supervision of the management of the Company
and fully serves its supervisory function.
(1)

Purpose and Authority(a)
Auditing of the execution of duties by Directors and preparation of audit reports(b)

Determination of proposals regarding the appointment, dismissal and non-reappointment of accounting auditors;(c)

Determination of the Audit and Supervisory Committee’s opinion regarding the appointment and dismissal or resignation of
Directors (excluding Directors who are Audit and Supervisory Committee members), as well as compensation, etc. for Directors; and(d)Determination of other matters provided for in other laws and regulations and the Articles of Incorporation, etc.

(2)

Chairperson:- Hiroshi Yoshioka (Outside Director)(3)

Members:- Hitoshi Yoshioka (Outside Director), Nami Hamada (Outside Director), Stacy Apter (Outside Director) and Sanket Ray (Outside Director)*For more details, please refer to the attached “Corporate Governance System.”

14 / 20

III. Implementation Status of Initiatives regarding Shareholders and Other Stakeholders
A.

Status of Efforts toward Revitalizing the General Meeting of Shareholders and Facilitating the Exercise of Voting Rights
Supplementary Explanations

B.

Early Dispatch of Notices of the General
Meetings of Shareholders

Notices are dispatched twenty-two (22) days prior to the date on which the general meetings ofshareholders are held.

Scheduling of the General Meeting of
Shareholders to Avoid Concentration

The Ordinary General Meeting of Shareholders for FY 2023 (March 26, 2024) was held in themorning two (2) business days prior to the day on which meetings of many other companies
were concentrated.

ExerciseofVotingElectromagnetic Means

Voting rights may be exercised via the Internet using personal computers and smartphones,etc.

Rightsvia

Participation in the Electronic Voting
Platform and Other Efforts Toward
ImprovingtheEnvironmentforInstitutional Investors to Exercise their
Voting Rights

Nominee shareholders, such as management trust banks, may use the electronic voting
platform operated by ICJ, Inc., a company established by the Tokyo Stock Exchange, Inc.

Provision of the Notices of the General
Meetings of Shareholders (Summary) in
EnglishIn order to contribute to revitalizing the General Meeting of Shareholders and facilitating theexercise of voting rights, English versions thereof are also prepared and the Notices of theGeneral Meetings of Shareholders are available on the Company website.

Other

In order to receive a wide range of questions from shareholders, we accept advance questions.
At the General Meetings of Shareholders, we answer questions that are of great interest to
shareholders.

Status of IR-Related Activities

Supplementary Explanations

Regular Explanatory Meetings for Analysts
and Institutional Investors

Explanatory meetings are held in concurrence with the quarterly
settlements for the first, second and third quarters and the year-end
settlement, wherein representatives of the Company participate andgive explanations.
In addition to the Earnings Releases and Securities Reports, materials
for the earnings presentations and explanatory meetings for individual
investors, etc. are available on the Company website.

Availability of IR
Company Website

Materials

ontheEnglish versions of the Earnings Releases, Securities Reports andmaterials for the earnings presentations are also made available on the
Company website.
Moreover, a dedicated website for individual investors has beenlaunched, where IR news is delivered via email to those who areinterested.

Establishment (Appointment) of
Department (Person) in charge of IR
Other

a

The IR Department has been established, which functions as thedepartment in charge of IR.
Messages to Shareholders and Integrated Report 2023 are also
prepared and made available on the Company website.

15 / 20

Whether
Explanations are
Given by the
Representatives
Themselves

Yes

C.

Status of Efforts Related to Respect of Stakeholders’ Positions
Supplementary Explanations
Environmental Conservation and CSR
Activities, etc.

The Group aims to resolve social issues and simultaneously develop the Group by incorporating
the principle of CSV (Creating Shared Value) and advancing its existing CSR initiatives, andthereby contributing to local communities and environmental conservation and making efforts
to reduce the use of energy and resources.
The Group aims to be a company which is properly understood and trusted by all of its
stakeholders, by disclosing information in a timely and appropriate manner.
Therefore, the Group shall disclose information under the policy described below in order toensure healthy and transparent communication and information disclosure in the course of its
corporate activities.
1.

Basic Principles of Information Disclosure
The Group aims to be a company which is trusted by society, by disclosing information inan accurate, easy-to-understand, timely and appropriate manner on the basis oftransparency, fairness and continuity so that stakeholders within and outside Japan,
including shareholders and investors, can properly understand the Group.
Information shall be disclosed in accordance with various regulations, including theCompanies Act, the Financial Instruments and Exchange Act, and other laws andregulations within and outside Japan, as well as the Rules on Timely Disclosure of
Corporate Information stipulated in the “Securities Listing Regulations” of stock
exchanges. Information not subject to the Timely Disclosure Rules, etc., including nonfinancial information, shall also be disclosed proactively if it is deemed useful for
promoting investment decisions and understanding of the Group.

2.

Development of Policies for Provision ofInformation to Stakeholders

Methods of Information Disclosure
Information subject to the Timely Disclosure Rules shall be made available on the
Company website promptly after the disclosure thereof on the Timely Disclosure
Network (TDnet) provided by the Tokyo Stock Exchange in accordance with the said
rules.
Arrangements shall also be made to widely transmit information not subject to theTimely Disclosure Rules to stakeholders such as by making materials available on the
Company website and distributing webcasts, if it is deemed useful for promoting
investment decisions and understanding of the Group.

3.

Handling of Earnings Forecasts and Future Information
Any earnings forecasts, strategies and goals disclosed by the Group, which are not facts
about the past, are based on the assumptions and decisions made by the Group’s
Management based on information available as at the date of preparation thereof.
Therefore, these may differ materially from the actual performance, etc. due to various
risks and uncertainties. Please refer to the securities reports, etc. for details of these risks
and uncertainties.

4.

Handling of Insider Information (Designation of Quiet Period)
In order to prevent the divulgence of financial information and ensure fairness, theperiod from the day following the closing date until the announcement of financial
results shall be designated as the “quiet period,” during which the Group shall refrainfrom responding to questions or making comments on the financial results and earnings
forecast; provided, however, that even during the quiet period, the Group shall respondto questions, etc. regarding information which is already disclosed or made public.
If any fact subject to the Timely Disclosure Rules occurs during the quiet period, or if
significant deviations are expected from the earnings forecast announced in advance, theinformation shall be disclosed as necessary under the Timely Disclosure Rules.

16 / 20

IV. Matters Related to Internal Control System, etc.
A.

Basic Principles and Development Status of the Internal Control System
The Company resolved at the Board of Directors meeting held on July 1, 2006 to develop a system (the “Internal Control System”) to ensure that thebusiness of the Company and Group companies are properly conducted. The system was partially revised at the Board of Directors meeting held on March
26, 2019.
For the outline, please refer to the Notice of the General Meeting of Shareholders on the Company website.
- Notice of the General Meeting of Shareholders: https://en.ccbj-holdings.com/ir/stockholder/meeting.php*For more details, please refer to the attached “Corporate Governance System” and “Outline of Timely Disclosure System.”B.

Basic Principle toward Elimination of Anti-Social Forces and Status of Developing the System therefor
The Company has definitized its stance of not having any relationship with anti-social forces and organizations which threaten the order and safety of civilsociety, assuming a firm attitude toward such anti-social forces and organizations, and is making efforts to eliminate anti-social forces by familiarizing all
employees within the Group of the company’s stance and maintaining close contact with the police and lawyers, etc.

17 / 20

V. Others
A.

Whether Anti-Takeover Measures are Introduced
Whether Anti-Takeover Measures are
Introduced

N/A

Supplementary Explanations
1.

B.

Please refer to the Notice of the General Meeting of Shareholders on the Company website for the details of the “Basic Policies on the Control of the
Joint-stock Company,” an outline of the initiatives to realize the basic policies and the decisions of the Company’s Board of Directors regarding
specific measures and the reasons therefor.
- Notice of the General Meeting of Shareholders: https://en.ccbj-holdings.com/ir/stockholder/meeting.php

Other Matters Related to the Corporate Governance System, etc.
Outline of Timely Disclosure System
1.

Company’s Stance/Policy Regarding Timely Disclosure and Familiarization/Awareness-Raising thereof
As an entity engaging in the corporate activities of Coca-Cola Bottlers Japan Holdings Group, the Company has stipulated the following objectives
and is making efforts to familiarize the Group’s employees with such provisions and raise employee awareness of the same through training, etc.:
To provide information in a timely and appropriate manner and promote proactive communication;
To manage corporate information in an appropriate manner in order to prevent divulgence/leakage of information;
To constantly pursue transparent corporate management;
To not engage in any act or alleged act of insider trading; andTo take preventive measures by identifying risks, and promptly handling risks upon occurrence in order to avoid damage or decline incorporate value.

2.

System for Executing Timely Disclosure
The Group has appointed an information manager who is the chief manager in charge of the management and release of corporate information inaccordance with the internal regulations on the management and publication of corporate information.
A list of corporate information subject to timely disclosure is provided within such rules. In the event that any doubt arises as to whether a certain
matter falls under corporate information subject to timely disclosure, the information manager shall decide upon the same through consultations
with relevant parties.
Among the corporate information subject to timely disclosure, matters which have been decided upon shall be deemed to have occurred at thetime the decision was made, while any other matters shall be deemed to have occurred when such matter occurred.
Corporate information subject to timely disclosure shall be released under the instructions of the information manager through procedures
stipulated under the laws and regulations, etc. without delay after going through internal procedures such as the resolution of the Board of
Directors.
The management and release of corporate information shall be reviewed by external lawyers, accounting auditors, managing underwriters andsecurities agencies, etc. as necessary.

3.

Monitoring of Timely Disclosure System
The Audit and Supervisory Committee audits the timely disclosure system in accordance with the Audit Standards of the Audit and Supervisory
Committee which stipulates that the Audit and Supervisory Committee shall monitor and verify the establishment and operation of the timely
disclosure system for Directors, and shall conduct verification, etc. of the details of the information subject to timely disclosure.

*For more details, please refer to the attached “Outline of Timely Disclosure System.”

18 / 20

Corporate Governance System

General Meeting of Shareholders
Appointment/Dismissal

Appointment/Dismissal

Appointment/Dismissal

Directors who are Audit andSupervisory Committee members

Directors who are not Audit andSupervisory Committee members

Reporting status ofbusiness execution

Supervision/
ReportingExchanging opinions

Representative Directors

ReportingInternal Audit Office

Reporting
Coordination

Auditing

Executive Officers
Auditing

Auditing

Group
Companies

Departments

Reporting
Auditing/Determining proposals for appointment or dismissal
Coordination

19 / 20

Audit and Supervisory Committee

Financial/Accounting Auditors

Selection/Supervision/Delegation ofimportant business execution(consisting of only Outside Directors (Audit and Supervisory Committee members) including
more than one Independent Outside Director)

Board of Directors
Reporting

Reporting/Stating opinions

Outline of Timely Disclosure System

Departments of Coca-Cola Bottlers Japan Holdings Inc.
Group Companies of Coca-Cola Bottlers Japan Holdings Inc.
(2)

(1)

Coca-Cola Bottlers Japan Holdings Inc.
Finance Department(1) Information on decisions(2) Information on mattersoccurred(3) Information on settlementof accounts

Confirmation with
External Lawyers

(3)

(3)

In cases where any doubt
arises as to whether thecase shall be audited

Consultation among
People Concerned

Coca-Cola Bottlers Japan Holdings Inc.
Person in Charge of Information Management
(2)

(1)

(3)

Internal Procedures
such as Resolution of
the Board of Directors(1)Timely Disclosure (TDnet)

20 / 20(3)

Audit and Supervisory
Committee

Auditing