Evaluation of the Effectiveness of the Company’s
Audit & Supervisory Board in Fiscal 2023 — Summary of Results
March 27, 2024

Asahi Group Holdings, Ltd.
The Audit & Supervisory Board (“ASB”) of Asahi Group Holdings, Ltd. (the “Company”) has
been evaluating its own effectiveness, as an ongoing initiative. In fiscal 2023, it conducted
an effectiveness evaluation focusing on the status of efforts to respond to the priority issues
that were identified in fiscal 2022. The Company’s ASB aims to become even more effectivein playing its role in corporate governance to contribute to the enhancement of, and support
the prevention of damage to, the corporate value of the Asahi Group as it promotes furtherglobalization.
I.

Overview of results of evaluation

The Company’s ASB concluded that it was “acknowledged as functioning effectively” in fiscal
2023.
Regarding the evaluation, in addition to questionnaires and interviews of ASB members ofthe Company and standing ASB members of Group companies, it involved conducting
interviews of the Chairman of the Board of Directors, CEO, Head of the internal audit sectionand External Accounting Auditor of the Company, upon gaining advice from third-party
institutions. Opinions on the evaluation were received from the third-party institutions andthe above conclusion was obtained from these results.
II.

Initiatives going forward

After discussing the evaluation and analysis for fiscal 2023, the Company’s ASB recognized
the following point as a priority issue to be addressed.
Priority issue:

Implementation of the ASB audit system under the global four-RHQ* system* RHQ: Regional Headquarters
III.

Methods of analysis and evaluation

In order to guarantee the objectiveness of the effectiveness evaluation, analysis andevaluation of the ASB of the Company were carried out through the utilization of third-party
institutions. Specifically, questionnaires and interviews were carried out for the effectivenessevaluation from October to December 2023.
The targets of the questionnaires were the ASB members of the Company, standing ASB

members of Group companies and each section of the Company, and interviews were carriedout with the Chairman of the Board of Directors, CEO, ASB members and Head of the internal
audit section of the Company as well as standing ASB members of Group companies andExternal Accounting Auditor.
The questionnaires and interviews were both carried out with reference to the opinions of
the third-party institutions, and the interviews were carried out with only the third-party
institutions as the interviewer. Furthermore, the results of these were provided to the thirdparty institutions, support for analysis, etc. was received and opinions on the evaluation wereobtained.
The ASB of the Company comprehensively considered the results of the effectivenessevaluation questionnaires and the results of the interviews mentioned above, carried out
discussions with reference to the opinions of the third-party institutions regarding theevaluation, and determined the evaluation at the ASB meeting in March 2024.
IV.

Evaluation items

The evaluation involved the self-evaluation questionnaire and individual interviews. The
questionnaire elicited responses on 35 items based on the following categories, and theinterviews were conducted based on those responses. The analysis and evaluation wereconducted using the results of the questionnaire and interviews.
⚫

Structure and operation of the ASB⚫

Risk management⚫

Relationship with the Board of Directors⚫

Emergency response system⚫

Collaboration with External Accounting Auditor and internal audit section⚫

Roles, responsibilities, etc. of ASB members

With regard to evaluation items for future effectiveness evaluation of the ASB, the Company’s
ASB plans to consider such items each year in view of its situation and trends, instead of
sticking to the above items.
♦ Reference “Concept and System of Group Policies / Corporate Governance of the Company”
https://www.asahigroup-holdings.com/en/company/governance/policy.html

Initiatives by Asahi Group Holdings, Ltd. for
Evaluation of the Effectiveness ofthe Audit & Supervisory Board in FY2023

Executive Summary
Evaluation
result：The ASB was acknowledged as functioning effectively in FY2023.

“Construction of ASB audit system based on global four-RHQ system,” for which discussions began
last year, continues to be a priority issue for the time being, and its initiatives will need to be carriedout over the medium to long term. Appropriate milestones will be established and a continuous PDCA
cycle will be maintained.
⚫

⚫

In the FY2023 evaluation of the effectiveness of the Audit & Supervisory Board (“ASB”) of Asahi Group Holdings, Ltd. (the“Company”), the Company carried out the evaluation with support from third-party institutions (external consultants), primarilywith regard to the following issues that were identified in the previous fiscal year’s results.
•Discussing the vision for an ASB audit system under the global four-RHQ system•

Enhance functionality of emergency response system

The evaluation was carried out based on information obtained mainly via the following methods.

•Questionnaires (Targets: ASB members of the Company, standing ASB members of domestic Group companies)•Interviews (Targets: Chairman of the Board of Directors, CEO and ASB members of the Company, standing ASB membersof domestic Group companies, Head of the internal audit section, External Accounting Auditor)•Exchange of opinions, etc. between the secretariat of the ASB and the external consultantsⒸASAHI GROUP HOLDINGS. All rights reserved.

Elements of Effectiveness of ASB for Maximizing Corporate
Value and Preventing Damage• With the expectations and trust of shareholders, the ASB contributes to the realization of sustainablecorporate growth by supporting the maximization of corporate value and the prevention of damage as apart of corporate governance.
Needs of society
and of the times

The ASB engages indiscussion andinitiatives for the realizationof sustainable corporate growth
based on social demands,
such as ESG.

Vision for the ASB

The members of the ASB
share an acceptance of the clearly
expressed mission and duties that
the ASB is expected to fulfill.

Discussions, initiatives

The quality and volume of thediscussions and initiatives undertakenby the ASB are appropriate.

Response to the audit
environment

Human resources,organization, structure

Systems, procedures

In light of the audit environment,
the ASB has fulfilled therequirements for supporting
corporate governance.

Suitably qualified persons areappointed as members of the ASB,
taking into account the appropriatecomposition of the ASB.

The systems and procedures thathave been put in place to ensure
fairness and transparency while
maintaining a sense of speed.

Highly effective ASB = an ASB that supports the maximization of corporate value and the prevention of damageⒸASAHI GROUP HOLDINGS. All rights reserved.

Initiatives Aimed at Enhancing the Effectiveness of the ASB• The ASB will continue independent and autonomous initiatives to further enhance its effectiveness basedon existing initiatives.
Phase 3

Implementation of system in FY2024,
based on the policy discussed in FY2023

Constructionof upperstructure

FY2024FY2023

Discuss the vision for an
ASB audit system under
the global four-RHQsystem

Transition
to global
four-RHQ
system in2022

Phase 2
Maintenanceoffoundation
part

Construction of ASB audit system based on global four-RHQ system

Implementation of the ASB audit system
under the global four-RHQ system• Rearrangement of audit targets (improve efficiency and verify audit scope)• Construction and operation of information-gathering system

Enhancement of ASB function toward building a global system

FY2022 Commence initiatives for establishing Group and global systems that demonstrate long-term and stable effectiveness
FY2021 Integrating existing individual initiatives at the Group and global level, and considering long-term human resources strategy
FY2020 Strengthen individual functions within the Group system

Phase 1

Maintenance of foundation for construction of global system

FY2019 Put in place basic system and review operation
FY2018 Review of status quoⒸASAHI GROUP HOLDINGS. All rights reserved.

Arrangement of Issues to Enhance ASB Effectiveness• Each fiscal year the ASB extracts and arranges issues, and carries out initiatives to enhance effectiveness.
Phase 1
(FY2018 - FY2019)

Phase 2
(FY2020 - FY2022)
Reviewing/expanding
information-gathering system• Start of meetings for exchanging opinions,etc.

Emergency
response
Operationalimprovements
Promotion ofunderstandingofrelated parties

Start of effectiveness evaluation of the ASB

Enhance
globalsystem

Enhance collaboration with External
Accounting Auditor and internal audit section• Discussion on commencement of the meetingin collaboration with External Accounting
Auditor and internal audit section, etc.

• Start and enhancement of meetings incollaboration with External Accounting
Auditor and internal audit section• Discussion on on-site audit methods
during the COVID-19 pandemic, etc.

Enhancement of Group governance (especially, overseas)•Participation of ASB members in overseas audit committees, etc.

Construction of system to ensure
medium- to long-term effectiveness• Strengthen functionality of the ASB
secretariat

Transition to global four-RHQsystem

Expand and deepen cooperation
with Outside Directors

Phase ３
FY2023Discussion on the vision for
an ASB audit system under
the global four-RHQ system•Discussion on the basic policy
for the implementation of thesystem, etc.

FY2024

Implementation of the ASB audit
system under the global four-RHQsystem• Rearrangement of audit targets(improve efficiency and verify auditscope)• Construction and operation ofinformation-gathering system• Discussion on long-term human resources
strategy, etc.

Reinforce emergency
response system•

Establish emergency response
guidelines, etc.

Strengthen operational aspects ofthe ASB•

Review of contents and frequency ofASB meetings, etc.

Commencement of promoting
understanding of the ASB system•

Issuance of ASB Handbook, etc.

PDCA
ⒸASAHI GROUP HOLDINGS. All rights reserved.

Reinforce emergency
response system
Revision of emergency response
guidelines, etc.

•Reinforce emergency
response system• Training with emergency response as thetheme, and revision of guidelines based on
the emergency response, etc.

Response to the COVID-19
pandemic•

Continuously strengthen operation

Use of online systems, etc.

Expansion to Group companies•

Continuously enhance functionalityof emergency response systemIssuance of ASB Handbook forGroup companies, etc.

Expansion to overseas•

Issuance of English language materials
to explain the ASB system to overseas
Group companies, etc.

PDCA cycle centered on the effectiveness evaluation

Continuously promote
understanding of the ASB system

Steps for the Implementation of the ASB Audit System under the
Global Four-RHQ System (FY2024 Initiatives)• Information gathering is a key element of an audit system. The information needs to be analyzed toprioritize risk areas for utilization in audit activities.

• For FY2024, the first step is to establish a system for information gathering.
Information gathering

Construction and operation ofinformation-gathering system

Rearrangement of audit targets(improve efficiency and verify⚫ Create and ensure opportunities foraudit scope)⚫ Identify and review
organizations, institutions, etc.
to be audited andcommunicated with.

ⒸASAHI GROUP HOLDINGS. All rights reserved.

communication on a regular basiswith the organizations andinstitutions that are subject toaudits

Risk assessment

Use in audits

Establishment of information
analysis methods

Realization ofvision(review asneeded)⚫ Discuss risk assessment methods forthe ASB⚫ Discuss and develop audit standards(prioritization of risk areas, etc.) forthe ASB

Initiatives in FY2025 and thereafter

Initiatives Aimed at Sustained Improvements inEffectiveness• The Company’s ASB considers it important to improve its effectiveness sustainably and continuously.
• To ensure that the ASB continues to meet requirements of stakeholders, the effectiveness evaluation is
utilized as one of the mechanisms that achieve long-term and sustained improvements of the effectiveness.

Cycle⚫ Beginning of a new cycle
aimed at furtherenhancements ineffectivenessActionCheckDoPlan⚫ Based on the results of theeffectiveness evaluation,
developing more effective ASB andASB members will require ongoing
consideration of issues and pointsof discussion.
⚫ Identify areas that need to beimproved.
ⒸASAHI GROUP HOLDINGS. All rights reserved.

⚫ Fulfill the duties as ASB members
and the ASB.
⚫ Cooperate with internal Directors,
executive departments, etc., andfulfill accountability for external
stakeholders.

⚫ Evaluate whether the planfunctions as planned throughdiscussions by the ASB and theeffectiveness evaluation.
⚫ Pursue areas that do not work
effectively, as well as the cause.

⚫ Examine matters to beconsidered continuously andissues based on the results of theeffectiveness evaluation, etc. torealize more effective ASB
members and the ASB.
⚫ Identify areas that need to beimproved.

PDCA cycle for enhancing the effectiveness of the ASB