Corporate Governance Report
Last Update: April 1, 2024
Asahi Group Holdings, Ltd.
Atsushi Katsuki, President and Group CEO, Representative Director
Contact: Corporate Communications
Tel: +81-3-5608-5126
Securities Code: 2502
https://www.asahigroup-holdings.com/en/
The corporate governance of Asahi Group Holdings, Ltd. (the “Company”) is described below.

I. Basic Views on Corporate Governance, Capital Structure, Corporate
Profile and Other Basic Information
1. Basic Views
The Company, based on the Group philosophy, the “Asahi Group Philosophy (AGP),”aims to be a group that is trusted even by future stakeholders. “AGP” consists of four
elements: Mission, Vision, Values and Principles. It articulates the Group’s mission andvision for the future, reaffirms values cherished and handed down over the years, andserves as its action guidelines for our stakeholders and the Group’s commitments tothem. In addition, the Company has set “Make the world shine - we bring people
together to make the world shine brighter” as a corporate statement to complement
the “AGP” to build a sustainable future.
“Asahi Group Philosophy”
Our Mission
Deliver on our great taste promise and bring more fun to life
Our Vision
Be a value creator globally and locally, growing with high-value-added brands
Our Values
Challenge and innovation
Excellence in quality
Shared inspiration
Our Principles
Building value together with all our stakeholders
Customers: Win customer satisfaction with products and services that exceed
expectations
Employees: Foster a corporate culture that promotes individual and company growthSociety: Contribute to a sustainable society through our business
Partners: Build relationships that promote mutual growth
Shareholders: Increase our share value through sustainable profit growth andshareholder returns
To implement the “AGP”, the Medium- to Long-Term Management Policy set forth theconcept of the long-term strategies to “Contribute to sustainable society and respondto changing conceptions of well-being through delivering great taste and fun.”In addition to presenting the business portfolios the Company aims for, the Company
will strive to achieve sustainable growth and increase corporate value together with allof our stakeholders by integrating sustainability and management and further-1-strengthening our core strategies such as digital transformation (DX) and research anddevelopment (R&D).
The Company recognizes that corporate governance that ensures transparent, fair,timely, and decisive decision-making must be further substantiated for realizing
sustained corporate value enhancement based on these matters. Going forward, theCompany shall establish the following policies and work to substantiate corporate
governance to achieve sustainable growth and increase corporate value over the
medium- to long-term.
(1) Respect for All Stakeholders
The Company shall consider corporate value not only as a financial value but also as
the sum of social values closely related therewith.
To continue to be a corporate group trusted around the world, the Company, while
contributing to resolving social issues through our business activities, shall carry out
constructive dialogue and practice appropriate collaboration based on its action
guidelines and promises for stakeholders, defined in its “AGP,” including customers,
employees, society, business partners and shareholders.
The Board of Directors and management, including the Representative Director andGroup CEO (“CEO”), of the Company shall carry out appropriate communication andplay a leadership role toward the realization of a new corporate culture of respecting
all the stakeholders and collaboration therewith while giving the utmost priority tocompliance.
(2) Ensuring Proper Information Disclosure and Transparency Thereof
To promote constructive dialogue and appropriate communication with all stakeholders,the Company shall appropriately disclose information by endeavoring to provide easyto-understand, useful information not limited to financial information but also including
non-financial information such as management strategies, management issues,allocation of resources, risks, corporate governance, sustainability, and R&D.
(3) Dialogues with Shareholders and Investors
The Company shall promote constructive and purposeful dialogues with shareholders
and investors through investor relations and shareholder relations activities to be
conducted by Group CEO, etc. for the purpose of contributing to the sustainable growth
and the increase of corporate value over the medium- to long-term.
(4) Responsibilities of the Board of Directors, Audit & Supervisory Board Members, andAudit & Supervisory Board
The primary role of the Board of Directors is to contribute to sustainable growth andincreases in corporate value over the medium to long term based on its fiduciary duty
and responsibility for accountability toward shareholders.
Recognizing that corporate value not only reflects financial value but also represents
the sum of the social value that is closely related to corporate value, the Board of
Directors actively cooperates with various stakeholders as it exercises the “AGP” andimplements the Medium- to Long-Term Management Policy.
In order to fulfill the aforementioned role, the Board of Directors engages in thefollowing activities.
▪

Discussions on management’s approach to the ultra-long term
The Company aims to enhance foresight into medium- and long-term changes inthe business environment and strengthen management for sustainable growth bypromoting discussions on ultra-long term megatrends.

▪

Determination of Medium- to Long-Term Management Policy and a policy on
business portfolio
The Company strives to strengthen proactive and determined management forenhancement of corporate value over the medium to long term by establishing-2-

important corporate strategies such as the “Medium- to Long-Term Management
Policy” and a policy on business portfolio, and revising them when necessary.
▪

Sophistication of decision-making processes through the separation of executive
and supervisory functions
A non-executive internal director has been appointed to the position of Chairmanof the Board of Directors to distinguish their role from that of the Group CEO andthereby contribute to the separation of management and business executionfunctions. This arrangement has clarified executional responsibilities, expedited
decision-making by concentrating responsibilities and authority on the Group CEO,strengthened the monitoring functions of the Board of Directors, and further
improved decision-making processes.

▪

Deliberations on officer appointments and remuneration
The Company strives to enhance effectiveness of the Board of Directors bydeliberating on matters regarding the succession of the Board of Directors and theappointment of officers, as well as matters regarding the appointment of officers’
remuneration such as officers’ remuneration plans and criteria for individual officer
remuneration.

▪

Ensuring transparency, fairness, and appropriateness of officer appointments andremuneration through the Nomination Committee and Compensation Committee
In order to ensure the transparency, fairness, and appropriateness of officer
appointments and remuneration, the Nomination Committee and theCompensation Committee have been established as advisory bodies to the Boardof Directors, and proposals concerning officer appointments and remuneration are
consulted and reported on before submitting them to the Board of Directors. In
addition, the Compensation Committee is entrusted with the responsibility for
determining individual officer remuneration, in accordance with the standards set
by the Board of Directors.

▪

Risk governance
The management, including the Group CEO, provides appropriate support for risktaking by establishing the internal control system and risk management systems,
such as the enterprise risk management (ERM) system, in order to reduce risk andcontrol overall risk, and determining risk appetite.

▪

Contingency measures of the Board of Directors
The Board of Directors clarifies the contingencies to be addressed by the Board of
Directors, defines the roles of Outside Directors, and establishes procedures foraddressing such contingencies, including cooperation with the Audit & Supervisory
Board. In addition, the Board of Directors will carry out the appropriate crisis
management measures, such as the monitoring of responses to emergencies by
the Directors in charge of business execution.

The Audit & Supervisory Board Members and the Audit & Supervisory Board shall,taking into account their fiduciary responsibility and accountability to shareholders,appropriately fulfill their roles and responsibilities by supervising the execution of duties
by the Board of Directors and management, including the Group CEO, from an
independent and objective viewpoint, utilizing the advantages of the audit &supervisory board members system and structure with its independence and in which
the power of final decision making is given to each person and which has Standing
Audit & Supervisory Board Members, and the fact that the majority of the board
members are independent Outside Audit & Supervisory Board Members.
In addition, the Nomination Committee, the Compensation Committee and theSustainability Committee have been established on a discretionary basis to act asadvisory bodies to the Board of Directors. The majority of the members of theNomination Committee and the Compensation Committee and the half of the members-3-

of the Sustainability Committee are independent Outside Directors. Under the systemof these discretionary bodies, independent Outside Directors/Audit & Supervisory Board
Members appropriately monitor the management, including the Group CEO, with higheffectiveness.
In order to promote effective corporate governance on the basis of such basic views,
the Company endeavors to establish more substantial corporate governance by
evaluating the effectiveness of the Board of Directors and the Audit & Supervisory
Board, verifying the effectiveness of such evaluation, while also pinpointing issues andmaking improvements.
In 2023, based on self-evaluations with input from third parties, the Board of Directors
concluded that the Board of Directors, including Nomination Committee andCompensation Committee, was “functioned effectively, and fulfilled their responsibilities
for the enhancement of corporate value over the medium to long term.” Based on selfevaluation with input from third parties, the Audit & Supervisory Board concluded that
the Audit & Supervisory Board was “acknowledged as functioning effectively.”
Summary of the results thereof has been disclosed on the Company’s website.
(Japanese version)
https://www.asahigroup-holdings.com/company/governance/policy.html(English version)
https://www.asahigroup-holdings.com/en/company/governance/policy.html[Reasons for Non-compliance with the Principles of the Corporate Governance
Code]
The Company has implemented all of the principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code]
The Company has implemented all of the principles of the Corporate Governance Code.
(Principle 1-4 Cross-Shareholdings)
The Company does not maintain certain holdings of shares when such holdings are
deemed as neither contributing to its sustainable growth nor increasing its corporate
value over the medium- to long-term, in terms of asset and capital efficiency
improvement.
Shareholdings are examined in terms of their holding purpose, risks, performance asmeasured against capital cost, etc., as well as the appropriateness of holding theshares. The result of examinations of matters including the holding purpose for major
ones among the shareholdings is comprehensively reviewed every year by the Boardof Directors. In the event that a shareholding is deemed to not contribute theCompany’s sustainable growth or to the increase of its corporate value over the
medium- to long-term, the result of said review shall be disclosed and the Company
shall sufficiently engage in requisite dialogue with the counterpart entity, as ashareholder. Shareholdings that are deemed to not be improvable, even after engaging
in dialogue, will be sold in a timely and appropriate manner.
The Company appropriately exercises voting rights of the stocks held thereby bycomprehensively judging whether the relevant proposals contribute to the sustainablegrowth and the increase of corporate value over the medium- to long-term of theCompany, and whether they contribute to the common interests of the investee’s
shareholders as well.
(Principle 1-7 Related Party Transaction)
With regard to all of its transactions including those with related parties which are
executed by the Company, the Company examines their appropriateness fromprofessional viewpoints such as finance, accounting, taxation and legal affairs
depending on the transaction scale and significance and executes them given the-4-necessary approvals, in accordance with internal regulations. The content of therespective transactions is regularly audited by the organizations in charge of internal
audit and may be examined by the Audit & Supervisory Board Members at any time.
If conflicting interest transactions by Directors are conducted, approval of the Board of
Directors is received in accordance with applicable laws and regulations, and the results
thereof are reported to the Board of Directors.
(Supplementary Principle 2-4-1)
The Company has formulated the “Diversity, Equity & Inclusion Statement.” The
Company believes that being a diverse and multicultural organization is the key to it
becoming a stronger and more innovative company and achieving long-term success.
Accordingly, the Company aims for a future in which each individual earns respect, is
accepted for their individuality, and is allowed, even as an individual, to grow as askilled worker or professional. The Company is fostering a corporate culture in whichanyone can freely make statements, ideas can be generated from anywhere, and all
employees can contribute freely to a better future.
In addition, the Company aims to promote healthy living and the enrichment of society
worldwide, by providing a level of Kando (deliciousness, happiness and innovation) thatexceeds people’s expectations as a result of addressing their various needs andexpectations. The Company does this on the basis of our awareness that various needs
and expectations for products and services coexist, given that societies and markets
worldwide are made up of many different types of people with numerous diverse
attributes in terms of genders, ages, disabilities and nationalities, to name just a few.
The Company’s Group is working to promote the advancement of women in the aspectof gender diversity with the hope of establishing an environment in our group whereindividuality is more respected and where fair and diverse opportunities are available
to all regardless of gender. As of the end of 2023, the percentage of female managers
t the Company was 22.4%. The Company’s goal is to increase the percentage of womenin executive and leadership positions above a certain level to over 40% by 2030, andwill also increase the percentage of women appointed to management positions.
The Company’s Group believes that, as the Company’s Group is developing its businessglobally, it is necessary to actively work on acquiring excellent human resources fromoutside the Company, both domestically and internationally, in order to further
incorporate diverse cultures and customer perspectives into its business in the future.
As of the end of 2023, the ratio of non-Japanese managers at the Company was 10.4%.
The Company aims to improve this ratio in the future through a variety of initiatives,
including mid-career hiring, personnel exchanges among group companies, and open
recruitment.
In order to further incorporate advanced expertise and diverse perspectives and values,
and to acquire new organizational capabilities, the Company’s Group is working toacquire new human resources through mid-career recruitment as well as effective
utilization of internal human resources. As of the end of 2023, the ratio of mid-careerhires in management positions at the Company was 16.0%, and the Company aims tocontinue to improve this ratio in order to acquire diverse human resources.
Please refer to the website for details.
(Japanese version)
https://www.asahigroup-holdings.com/sustainability/humancapital/activities/001/index.html
https://www.asahigroup-holdings.com/sustainability/human-capital/(English version)
https://www.asahigroup-holdings.com/en/sustainability/humancapital/activities/001/index.html
https://www.asahigroup-holdings.com/en/sustainability/human-capital/index.html(Principle 2-6 Roles of Corporate Pension Funds as Asset Owners)-5-With regard to the management of the corporate pension funds, the Company will takemeasures to perform its role as an asset owner.
In particular, the Company strives to reliably ensure the payment of pension funds tobeneficiaries, now and in the future, formulating strategic asset composition ratio frommedium- to long-term perspectives while listening to the opinions of asset
management institutions. In addition, the Company regularly monitors the asset
management status of pension fund assets and when required, it revises the strategic
asset composition ratio that has been formulated. In addition to confirming that theasset management institutions are making efforts to enhance the corporate value of
portfolio companies through engagement that takes sustainability into consideration,
the Company will conduct comprehensive evaluation that will encompass not only asset
management performance but also qualitative evaluation such as investment policy,
asset management processes, and compliance.
With regard to the asset management, the organization in charge of the Company’s
finance checks the status and has a system in place to provide advice and proposals toeach Group Company, with leveraging the knowledge of outside advisors.
(Principle 3-1 Full Disclosure)(1) The Company Group conducts business activities in the Alcoholic Beverages, Soft
Drinks, and Foods segments, under the command of the Company, which is a pureholding company, with Japan, Europe, Oceania, and Southeast Asia as the coreregions. Based on the group philosophy, the “AGP”, the Company aims to be a groupthat is trusted even by future stakeholders. The “AGP” consists of four elements:
Mission, Vision, Value and Principles. It articulates the Group’s mission and vision
for the future, reaffirms values cherished and handed down over the years, andserves as its action guidelines for our stakeholders and the Group’s commitments
to them. By generating and implementing strategies based on the “AGP”, allcompanies of the Group will work together to further improve corporate value.
(2) The Medium-Term Management Policy shows the concept of long-term strategies,
an ideal portfolio and core strategies, etc., and discloses guidelines for key
indicators assuming the next three years or so and financial policies.
<Basic Concept behind Long-Term Strategies>
Contribute to sustainable society and respond to changing conceptions of well-being
through delivering great taste and fun◆Ideal Business Portfolio: Sustainable growth of existing businesses centered onbeer category while expanding into new areas
・Growth driven by global brands and premiumization in existing operating regions;
expansion into new markets.
・Growth in adjacent categories to capture demand from trends such as increasing
health consciousness; creation and development of new businesses that draw on
the Group’s capabilities.
◆Core Strategies: Promote core strategies aimed at achieving sustainable growth・Integrate sustainability into management in order to positively impact both society
and the Group’s businesses; contributing to solving societal issues.
・Achieve innovation in three key areas (processes, organization, and businessmodels) by pursuing BX (business transformation) through DX (digitaltransformation).
・Increase the value of existing products and create new products and markets
through bolstering R&D (research & development).
◆Strategic Foundation Strengthening: Consolidate the management foundations
underpinning long-term strategies-6-

・Acquisition of capability, fostering a desired corporate culture, and enhancementof human capital to produce management talent・Enhance Group governance in order to create an optimal organizational structure;
Group-wide sharing of best practices.
(3) For the remuneration, etc. of the senior management and Directors of the Company,
please refer to “II.1 [Director Remuneration], Disclosure of Policy on Determining
Remuneration Amount and Calculation Methods” of this Report.
(4) In order to realize effective corporate governance, for Director and Audit &Supervisory Board Member candidates, and for management, including the Group
CEO, the Board of Directors shall elect individuals who will contribute to thesustainable growth and the increase of corporate value over the medium-to longterm of the Company.
The nomination of Director and Audit & Supervisory Board Member candidates, andthe election and dismissal of management, including the Group CEO, shall bedeliberated by the Nomination Committee, and determined upon resolutions by the
Board of Directors. The concepts of nomination of Director and Audit & Supervisory
Board Member candidates, and the election and dismissal of management positions,
including the Group CEO, are as follows.
▪ Individuals nominated for Director, Audit & Supervisory Board Member ormanagement, including the Group CEO, shall possess a wealth of experience,excellent insights and expertise and ability, while ensuring that diversity is
maintained with regard to such factors as gender and international experience.
▪ With regard to candidates for Directors, the Company shall nominate persons whoare suitably qualified to be Directors of the Company who possess a wealth ofexperience, extensive knowledge and high-level expertise and ability required by
the Company, according to the “Skill Matrix of the Board of Directors,” which clarifies
the requirements of Directors derived from the group philosophy of the Asahi Group,“AGP,” the Asahi Group Code of Conduct, and management strategies in order toensure balance and diversity in terms of the knowledge, experience and ability ofthe entire board necessary for the sustainable growth and the increase of corporate
value of the Company over the medium- to long-term.
▪ After being deliberated beforehand by the Nomination Committee, having been
judged to be appropriate, and having received the accord of the Audit & Supervisory
Board in the case of Audit & Supervisory Board Members, the Committee shallnominate candidates for Director and Audit & Supervisory Board Members, as wellas management, including the Group CEO, respectively.
▪ With regard to the representative directors and other executive directors(management team below the Group CEO), the Nomination Committee shalldeliberate on their performance on a regular basis each year. With regard to theGroup CEO, in the event that the criteria for dismissal determined by the Board of
Directors have been met, the Board of Directors shall verify the results of thedeliberation, and if the criteria are met, shall not nominate the Group CEO as a
candidate for Director or dismiss them from the position of Group CEO.
(5) For the explanation of the election method used in electing senior management andappointing candidates for Directors and Audit & Supervisory Board Members, pleaserefer to the convocation notice for the General Shareholder Meeting, as well as “II.1[Directors], Outside Director’s Relationship with the Company (2)” and “II.1 [Audit& Supervisory Board Members], Outside Audit & Supervisory Board Members’
Relationship with the Company (2)” of this Report for Outside Directors/Outside
Audit & Supervisory Board Members, and also, refer to the “Corporate Governance
Guideline, 5. Supplementary Information, (2) Explanation about election of senior
management, Directors and Audit & Supervisory Board Members, as well asconcurrently held positions at other listed companies” published on the website of
the Company for all Directors and Audit & Supervisory Board Members.
(Japanese version)-7-

https://www.asahigroup-holdings.com/company/governance/policy.html(English version)
https://www.asahigroup-holdings.com/en/company/governance/policy.html(Supplementary Principle 3-1-3)<Sustainability Initiatives>
The Company sets “integrating sustainability into management in order to positively
impact both society and the Group’s businesses, contributing to solving societal issues”
as one of the core strategies of the Medium- to Long-term Management Policy. The
Company promotes the Group’s sustainability initiatives with identifying “Environment”,“Communities”, “Responsible Drinking”, “Health” and “People” as material issues.
The Company will strive to provide effective communication on the Group’s
sustainability initiatives by disclosing such information on its website.
(Japanese version)
https://www.asahigroup-holdings.com/sustainability/index.html(English version)
https://www.asahigroup-holdings.com/en/sustainability/index.html
The Company has also endorsed the recommendations of the Task Force on Climaterelated Financial Disclosures (TCFD) with the recognition that evaluating the impact ofclimate change-related risks and opportunities on its businesses and drafting
appropriate response measures are important matters in terms of realizing asustainable society and ensuring business continuity. The Company started the analysis
in 2019 and expanded the scope. The Company also improve the implementation of
response measures by clarifying the impact on our businesses. The Company willcontinue to improve the continuity of our businesses and enhance the Company’s
corporate value through dialogue with investors.
For more details on this topic, please refer to the “Sustainability Report”.
(Japanese version)
https://www.asahigroup-holdings.com/sustainability/pdf/sustainabilityreport_jp.pdf(English version)
https://www.asahigroupholdings.com/en/sustainability/pdf/sustainabilityreport_en.pdf<Investment in human capital, etc.>
As Strategic Foundation Strengthening in the Medium- to Long-Term Management
Policy, the Company articulates “Advance human resource for executing core strategies
and building an ideal business portfolio,” and aims to increase the effectiveness of longterm strategies by promoting its efforts to “foster the desired corporate culture throughthe promotion of Diversity, Equity & Inclusion and other means,” “continue to develop
human resources for management positions” and “acquire necessary new capability
and human resources.”
Specifically, following the establishment of “People Statement,” human resources policy
in March 2021, the Company is promoting the fostering of the desired corporate culture
and the improvement of engagement mainly by formulating “Diversity, Equity &Inclusion Statement,” the corporate policy on diversity and equity, under the coremessage “shine AS YOU ARE” to achieve the human resources policy.
In the future, the Company will create a virtuous cycle to further accelerate the practiceof the “AGP” and implementation of Medium- to Long-Term Management Policy by“advancing human resource” toward building an ideal business portfolio and executing
core strategies.
For more details of the initiatives regarding human capital, please refer to theCompany’s website.
(Japanese version)
https://www.asahigroup-holdings.com/sustainability/human-capital/(English version)
https://www.asahigroup-holdings.com/en/sustainability/human-capital/index.html-8-

<Investment in intellectual property, etc.>
As one of the core strategies of the Medium- to Long-Term Management Policy, theCompany articulates the strategy “Increase the value of existing products and create
new products and markets through bolstering R&D (research & development)” andworks to develop products and technologies to create new value and reduce risks underfour themes of “alcohol,” “health & wellness,” “sustainability” and “new businesses.”
With a focus on these four themes, the Company will also proactively invest in
development of human resources and acquisition of external human resources tofurther enhance capability, and actively promote open innovation including introductionof technologies such as AI and cooperation with universities and venture companies.
In addition, the Company aims to create a new value proposition in development of
new products and technologies as well as new businesses by harnessing its strengths
such as yeast and lactic acid bacteria.
For details of the efforts for research and development, please refer to the Company’s
website.
(Japanese version)
https://rd.asahigroup-holdings.com/research/(English version)
https://www.asahigroup-holdings.com/en/research/
Furthermore, likewise as one of the core strategies, the Company proclaims thestrategy “Achieve innovation in three key areas (process, organization, and businessmodels) by pursuing BX (business transformation) through DX(digitaltransformation).” Of the three areas, in the process innovation, the company has theinvestment plan of ¥50.0 billion or more in the next three years from 2023, andprepares to establish a flexible system foundation, which enables flexible response tochanging business environment changes by starting the initiatives to improves
productivity over the business. Regarding business innovation, the Company started
the initiatives to realize personalization model and sustainable living from 2023.
Regarding organization innovation, the Company initiated DX human resource
definition and education plan for all employees, as well as basic education andexperimental projects on agile ways of working as a new way of working from 2024.
(Supplementary Principle 4-1-1)
The Board of Directors shall, in addition to specifying the matters to be resolved by the
Board of Directors in the Regulations of the Board of Directors, and delegating
determination of the matters that are not to be resolved by the Board of Director to
the Representative Director and Group CEO, delegate the execution of such matters to
the Representative Director and Group CEO, and executive directors. The Board of
Directors shall receive reports from the Representative Director and Group CEO, as theindividual ultimately responsible for management and execution, and from theexecutive directors as the individuals responsible for execution in the various
operations, and supervise them accordingly. For such matters to be resolved, pleaserefer to the “Corporate Governance Guideline, 5. Supplementary information, (1) Listof matters subject to resolution at the Board of Directors” published on the website of
the Company.
(Japanese version)
https://www.asahigroup-holdings.com/company/governance/policy.html(English version)
https://www.asahigroup-holdings.com/en/company/governance/policy.html(Principle 4-9 Independence Standards and Qualification for Independent Outside
Directors)
For the meaning of the independence of Outside Directors/Audit & Supervisory Board
Members of the Company, please refer to “II.1 [Independent Directors/Audit &-9-Supervisory Board Members], Matters relating to Independent Directors/Audit &Supervisory Board Members” of this Report.)(Supplementary Principle 4-10-1)
The Board of Directors shall establish a Nomination Committee and a Compensation
Committee to act as advisory bodies to the Board of Directors, in order to ensure ahigh level of fairness, objectivity and transparency in recommending candidates for
Directors, Audit & Supervisory Board Members, Representative Directors and Group
CEO, and in formulating the remuneration system for Directors. The committees shallbe made up of five individuals, namely three independent Outside Directors and twointernal Directors; therefore, a majority of the members are independent outside
officers. The committees shall be chaired by an independent Outside Director, and shalldeliberate and make decisions on important matters based on regulations determined
upon resolutions by the Board of Directors.
<Approach, authority, role, etc. regarding independence of the composition of theNomination Committee>
In order to achieve a higher level of corporate governance, the Company has
established a voluntary Nomination Committee as an advisory body to the Board of
Directors. The majority of the committee’s members are Outside Directors who are
independent officers with no risk of conflict of interest with general shareholders, inorder to enhance objectivity and transparency in recommending candidates for
Directors and Audit & Supervisory Board Members.
The Nomination Committee advises and reports to the Board of Directors on the
Succession Plan for Group CEO, etc., and deliberates and evaluates the nomination ofcandidates for the Board of Directors and the appointment, assignment and dismissalof management team below the Group CEO, as well as the nomination of candidates
for Audit & Supervisory Board Members, prior to deliberation by the Board of Directors.
<Approach, authority, role, etc. regarding independence of the composition of theCompensation Committee>
In order to achieve a higher level of corporate governance, the Company has
established a voluntary Compensation Committee as an advisory body to the Board of
Directors. The majority of the Compensation Committee’s members are Outside
Directors who are independent officers with no risk of conflict of interest with generalshareholders, in order to enhance objectivity and transparency in formulating the
remuneration system for Directors and planning remuneration drafts.
The Compensation Committee deliberates on the remuneration system for Directors
and the approach and proposed total amount of remuneration for each fiscal year prior
to the deliberations by the Board of Directors. In addition, under the delegation of theBoard of Directors, the Compensation Committee determines the individual evaluationof each Director and the status of achievement of performance targets for each fiscal
year, and based on this, deliberates and determines the amount of remuneration within
the scope of the total amount approved by the Board of Directors.
(Supplementary Principle 4-11-1)
The Board of Directors includes Outside Directors who are corporate managers and/or
experts with a wealth of experience, excellent insight and high-level expertise requiredby the Company, and have characters appropriate for the position of Director of theCompany, to ensure balance in terms of knowledge, experience and ability of the entire
board, and its diversity, as deemed necessary for achieving sustainable growth andincreasing corporate value over the medium- to long-term of the Company. The Boardof Directors also includes Internal Directors who have characters appropriate for the
position of Director of the Company, having been comprehensively evaluated based on
their experience, insight and professional background and ability with reference to therequirements for officers, which are determined based on the “AGP”, action guidelines- 10 -

and management strategies of the Company. Moreover, the number of Directors shallbe that necessary to ensure balance in terms of knowledge, experience and ability ofthe entire board, and its diversity, with Outside Directors accounting for at least morethan half of its Directors.
As a general rule, the Chairman of the Board of Directors is an internal non-executive
director in order to ensure the effectiveness of oversight and supervision of the
management, including the Group CEO.
(Supplementary Principle 4-11-2)
Directors and Audit & Supervisory Board Members, including Outside Directors andOutside Audit & Supervisory Board Members, devote their hours and energy necessary
to appropriately perform their roles/duties through works as Directors and Audit &Supervisory Board Members, and their holding concurrent positions is within areasonable scope. For the important status of holding concurrent positions at the timeof update of this Report, please refer to “II.1 [Directors], Outside Director’s
Relationship with the Company (2)” and “II.1 [Audit & Supervisory Board Members],
Outside Audit & Supervisory Board Members’ Relationship with the Company (2)” of
this Report.
(Supplementary Principle 4-11-3)
To contribute to the increase of corporate value over the medium- to long-term of theCompany, the Company shall analyze and evaluate the effectiveness of the Board of
Directors. Every year, the Board of Directors shall conduct the evaluation of theeffectiveness of the Board itself and disclose the summary of the evaluation results.
The Board of Directors shall strive to improve issues recognized under the evaluationand improve the effectiveness furthermore. Likewise, the Company shall also evaluate
the effectiveness of the Nomination Committee and Compensation Committee.
Accordingly, the Company’s Board of Directors has evaluated the effectiveness of theBoard of Directors in fiscal 2023. A summary of the results of this evaluation is provided
below.
I. Overview of Results
1. Conclusion
The Company’s Board of Directors concluded that the Board of Directors, including
Nomination Committee and Compensation Committee, in fiscal 2023, has functioned
effectively and fulfilled their responsibilities for the enhancement of corporate value
over the medium to long term. Furthermore, the Board of Directors recognizes theissues to be addressed to continue to increase its effectiveness, to be highly
recognized by stakeholders globally, and to enhance corporate value in the future,and it is necessary to respond to these issues..
2. Recognized issues aimed at further improvement
The Board of Directors recognizes the following i) – iv) as issues based onrecommendations and opinions received from Directors and Audit & Supervisory
Board Members:i) Evolving the functions and perspectives of Directors with a focus on the future,ii) Increasing the strategic nature of discussions,iii) Increasing opportunities for discussions on strategy, andiv) Increasing discussions on succession at the Nomination Committee.
II. Direction for Fiscal 2024 Response
Fiscal 2023 Issues identifiedi) Evolving the functions and perspectives of Directors with a focus on the future
Evolve the roles and required perspectives of the Chairman, Executive Directors,
Outside Directors, the Nomination Committee and the Compensation Committee.
ii) Increasing the strategic nature of discussions- 11 -

Appropriately share the issues, discussion points, hypotheses and measures, andwork to deepen discussion.
iii) Increasing opportunities for discussions on strategy
Create opportunities for discussion and recognition of medium- to long-term strategic
themes inside and outside of the Board of Directors.
iv) Increasing discussions on succession at the Nomination Committee
Expand information sharing and discussion on the state of the candidate pipeline,
evaluations and election.
III. Responding to Issues Identified in Fiscal 2022
The Board of Directors has implemented the following responses to the issues
identified in the fiscal 2022 effectiveness evaluation.
1. Reconfirming the Company’s vision for the Board of Directors
The Board of Directors held discussions on corporate governance, including the futureroles that the Board of Directors should fulfill, the necessary composition, and theroles that the Chairman of the Board of Directors and each Director should fulfill.
2. Further enhance the effectiveness of discussions, which are the basis of the Boardof Directors’ effectivenessIn addition to the Board of Directors, the Nomination Committee and theCompensation Committee setting annual plans and working on important agenda
items, the Board of Directors provided information in a simplified format to aid inmonitoring in the form of executive summaries of materials.
The Board of Directors facilitated overseas tours, tours of business locations, as wellas training sessions and briefings for Outside Directors and Outside Audit &Supervisory Board Members. Furthermore, the Board of Directors strengthened
information provision by regularly issuing reports to outside officers.
IV. Methods of Evaluation
The fiscal 2023 effectiveness evaluation of the Company’s Board of Directors and theNomination Committee and Compensation Committee was conducted between
December 2023 and January 2024 and obtained the following three types of
evaluations and opinions. Based on these, the Board of Directors held discussions.
Consequently, the Board of Directors determined each evaluation for fiscal 2023 andissues to be addressed in fiscal 2024.
i) Evaluation by Board of Directors
The results of a questionnaire and interviews were compiled and analyzed bya third party.
Questionnaire: Evaluation opinions were received for all Directors and all Audit& Supervisory Board Members.
Interviews: Interviews with all Directors were conducted by a third party.
ii) Evaluation by the Secretariat of the Board
The Secretariat of the Board of Directors, together with a third party, confirmed
the formal items.
iii) Opinions of a third party
The Company received the opinions of a third party based on the evaluation by
Directors and Audit & Supervisory Board Members and evaluation by the
Secretariat, as well as on materials such the materials and minutes from Boardof Directors meetings.
For more information, please visit our website.
(Japanese version)
https://www.asahigroup-holdings.com/en/company/governance/policy.html(English version)
https://www.asahigroup-holdings.com/en/company/governance/policy.html(Supplementary Principle 4-14-2)
The Company has set the requirements according to the stage of each officer that are- 12 -

necessary for the sustainable growth and the increase of corporate value over the
medium- to long-term of the Company. Based on said requirements, the Company
therefore provides measures and information to improve the individual performance of
all officers according to training programs tailored to each officer.
Also, as the need arises, the Company implements measures to improve the individual
performance of all officers including lectures by experts and various presentations.
The Company provides summary information regarding business activities, financial
data and organization of the overall Company Group at the time of assumption of officeby any independent Outside Director/Audit & Supervisory Board Member.
(Principle 5-1 Policy for Constructive Dialogue with Shareholders)
The Company’s basic stance of handling a request for an interview from any
shareholder and investor looking forward to a constructive dialogue that would
contribute to the sustainable growth and the increase of corporate value over the
medium- to long-term is that the Group CEO or Director shall respond to such request
depending on the purpose as necessary.
To promote constructive dialogues with shareholders and investors, the Company shallappoint an officer who is in charge of IR and/or financial affairs to lead dialogues withshareholders and investors and ensure well-organized collaboration among theauxiliary organizations by providing the information for the dialogues. In addition, to
promote such constructive dialogues with shareholders, the Company endeavors tounderstand the shareholder structure and conducts various explanatory meetings by
the Group CEO or Directors, visits to domestic/overseas investors and/or factory tours
for shareholders, of which the results are shared with the Board of Directors and the
management, including the Group CEO, as needed. As for the dialogues withshareholders and investors, the Company strives to prevent leakage of insider
information.
<Measures to Achieve Management Conscious of Cost of Capital and Stock Price (underconsideration)>
The Corporate Management Board, an advisory body to the President and Group CEO,
Representative Director, has long been monitoring ROIC compared to weighted
average cost of capital (WACC) as an indicator of profitability relative to invested
capital. The Company strives to ensure profitability in excess of its estimated WACC
(range: 4.5%-5.0%). The Board of Directors also discusses the stock market andinvestor evaluations, as well as business management indicators based on cost ofcapital. The Company will continue to engage in constructive dialogue with investors
regarding our management with an awareness of capital efficiency and stock price, andwe plan to disclose in February 2025 about further cost of capital awareness initiatives.

2. Capital Structure
Foreign Shareholding Ratio

From 40% to less than 50%[Status of Major Shareholders]Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust
Account)
Custody Bank of Japan, Ltd. (Trust Account)

NumberOwnedof

SharesPercentage(%)

94,896,000

18.72

33,099,375

6.53

SMBC Nikko Securities Inc.

17,106,476

3.37

The Dai-ichi Life Insurance Company, Limited

11,200,000

2.21

Fukoku Mutual Life Insurance Company
STATE STREET BANK WEST CLIENT - TREATY
50523410,000,000

1.97

9,429,315

1.86- 13 -SSBTC CLIENT OMNIBUS ACCOUNT

7,903,078

1.56

GIC PRIVATE LIMITED - C
JP MORGAN CHASE BANK 385781
CEP LUX-ORBIS SICAV

7,463,800
6,802,336
5,727,775

1.47
1.34
1.13

Controlling Shareholder (except for
Parent Company)
Parent Company

3. Corporate Attributes
Listed Stock Market and Market
SectionFiscal Year-End
Type of Business
Number of Employees (consolidated)
as of the End of the Previous Fiscal
Year
Sales (consolidated) as of the End of
the Previous Fiscal Year
Number of Consolidated Subsidiaries
as of the End of the Previous Fiscal
Year

N/A
N/A

Tokyo Stock Exchange First Section
December
Foods
More than 1000
More than 1 trillion yen
From 100 to less than 300

4. Policy on Measures to Protect Minority
Transactions with Controlling Shareholder
N/A

Shareholdersin

Conducting

5. Other Special Circumstances which may have Material Impact on Corporate
Governance
N/A

II. Business Management Organization and Other Corporate Governance
Systems regarding Decision-making, Execution of Business, andOversight in Management
1. Organizational Composition and Operation
Organization Form
Company with Audit & Supervisory Board[Directors]
Maximum
Numberof
Directors
Stipulated in Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board
Number of Directors
Number of Outside Directors
Number of Independent Directors

15
1 yearCompany Chairperson
1166Outside Directors’ Relationship with the Company (1)NameChristina L.
Ahmadjian
Kenichiro Sasae

Attribute

Relationship with the Company*
a
b
c
d
e
f
g
h

ScholarOther- 14 -

i

j

k

From
anothercompanyFromanotherMari Matsunaga
companyFromanother
Chika SatocompanyFromanother
Melanie Brockcompany* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under
the category;“▲” when a close relative of the director fell under the category in the past
Tetsuji Ohashia. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as adirector/kansayaku
g. Major shareholder of the Company (or an executive of the said major shareholder if
the shareholder is a legal entity)
h. Executive of a client or supplier company of the Company (which does not correspondto any of d, e, or f) (the director himself/herself only)
i. Executive of a company, between which and the Company outside
directors/kansayaku are mutually appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company(the director himself/herself only)
k. Others
Outside Directors’ Relationship with the Company (2)Name

Christina
L.
AhmadjianDesignationas
Independent
Director

Supplementary ExplanationoftheRelationship○N/A- 15 -

Reasons of Appointment[Reasons of Appointment as an Outside
Director]
Since being appointed as an Outside
Director of the Company in 2019,
Christina L. Ahmadjian has participatedin discussions and activities that
contributed
tosubstantial
andappropriate supervision of the Board of
Directors from the perspectives of ESG,
sustainability, and a global perspective,
based on her viewpoints as a university
professor and an expert in risk andgovernance, human resources andculture, as well as her experience as an
outside officer of other companies.
Furthermore, as Chairperson of theCompensation Committee, to enhancethe supervisory function of the Board of
Directors, she has led the operations of
the committee in a fair and transparent
manner, and reported to the Board of
Directors on matters such as theestablishment of social value indicators
for the medium-term bonus and bonus
payment plans. In addition, as a memberof the Nomination Committee, she gave
specific opinions and recommendations
regarding the Board of Directors Skill
Matrix, oversight of the CEO successionplan, and other matters. As a member of
the Sustainability Committee, she gave
opinions and recommendations on
strengthening the Group’s sustainability
governance system and on further
integrationofsustainability
andmanagement.
She is expected to demonstratesustainability,
global,risk
andgovernance, human resources andculturalskillssupportedbyherexperience and insight.
Accordingly, we deem that Christina L.
Ahmadjian is a necessary humanresource who is indispensable to thecomposition of the Board of Directors,
mainly to provide a supervisory function
from the perspective of an expert on
global organizational culture and othermatters for increasing the effectivenessof the decision-making and oversightfunctions of the Board of Directors, andthus the Company re-appointed her as
an Outside Director.

Kenichiro
Sasae○

Mr. Kenichiro
Sasae serve- 16 -[Reasonsofdesignatedasan
Independent Directors]
As Christina L. Ahmadjian does not fallunder any of the items on the “Criteria
for independence of Outside Directors
and Outside Audit & Supervisory Board
Members” which have been establishedby the Company as a means ofobjectively
assessingindependence
thereof, the Company has deemed that
she maintains sufficient independencewith no potential for conflict of interests
with general shareholders. Moreover, as
Christina L. Ahmadjian meets therequirements for independent officers as
defined by the Tokyo Stock Exchange, wehave registered her as an independent
officer as stipulated by the said
Exchange.
[Reasons of Appointment as an Outside
Director]as a presidentof The Japan
InstituteofInternational
Affairs.
The
CompanyGroup
hastransactions
with
such
Institute.
However, as
thetransaction
amount in thelast businessyear was lessthan 1% oftheconsolidated
revenue(orordinary
income)ofthe Company,
respectively,
there is nobusinessrelationshipaffecting themanagementoftheCompany tobe specified.

Since being appointed as an Outside
Director of the Company in 2022,
Kenichiro Sasae has participated in
discussions
andactivities
that
contributed
tosubstantial
andappropriate supervision of the Board of
Directors on global business execution
from the perspective of geopolitical risk
and international affairs, based on his
extensive knowledge and experience
regarding international politics andeconomics, as well as his experience asan outside officer of other companies.
Furthermore, as Chairperson of theNomination Committee, to enhance thesupervisory function of the Board of
Directors, he has led the operations of
the committee in a fair and transparent
manner, and reported to the Board of
Directors on matters such as the Boardof Directors Skill Matrix, oversight of the
CEO succession plan, and proposals
regarding
officer
appointments.
Furthermore, as a member of theCompensation Committee, he gave
specific opinions and recommendations
regarding reports on matters such as theestablishment of social value indicators
for the medium-term bonus and bonus
payment plans. He is expected todemonstrateabilityinlong-term
strategy, global, senior leadership, andrisk and governance skills supported byhis experience and insight.
Accordingly, we deem that Kenichiro
Sasae is a necessary human resource
who is indispensable to the compositionof the Board of Directors as a member ofthe Board who has diverse insight,
expertise, and capabilities for increasing
the effectiveness of the decision-making
and oversight functions of the Board of
Directors, and thus the Company reappointed her as an Outside Director.
[Reasonsofdesignatedasan
Independent Directors]
Although the Group has transactional
relationships with The Japan Institute ofInternational Affairs, where Kenichiro
Sasae concurrently serves, the amounts
involved in such transactions account forless than 1% of the consolidated revenue(or ordinary income) of the Company
and the said entity. As such, based on
the “Criteria for independence of Outside
Directors
andOutside
Audit&
Supervisory Board Members” which have

- 17 -

Tetsuji Ohashi○

been established by the Company as ameansofobjectively
assessingindependence thereof, the Company has
deemed that he maintains sufficient
independence with no potential for
conflict of interests with generalshareholders. Moreover, as Kenichiro
Sasae meets the requirements forindependent officers as defined by the
Tokyo Stock Exchange, we haveregistered him as an independent officer
as stipulated by the said Exchange.
[Reasons of Appointment as an Outside
Director]
Since being appointed as an Outside
Director of the Company in 2022, Tetsuji
Ohashi has participated in discussions
and activities that contributed to
substantial and appropriate supervisionof the Board of Directors such as asking
questions and raising concerns aboutgroup governance and global businessexecution that grasp the essence basedon the perspective of managing a global
corporation and his experience as an
outside officer of other companies.
As a member of the Nomination
Committee, he gave specific opinions
and recommendations regarding theBoard of Directors Skill Matrix, oversightof the CEO succession plan, proposals forofficer appointments, and other matters.
Furthermore, as a member of theCompensation Committee, he gave
specific opinions and recommendations
regarding reports on matters such as theestablishment of social value indicators
for the medium-term bonus and bonus
payment proposals. He is expected todemonstrateabilityinlong-term
strategy, global, discontinuous growth,senior leadership, and finance skills
supported by his experience and insight.
Accordingly, we deem that Tetsuji Ohashi
is a necessary human resource who is
indispensable to the composition of theBoard of Directors as a member of theBoard who has diverse insight, expertise,and capabilities for increasing theeffectiveness of the decision-making andoversight functions of the Board of
Directors, and thus the Company reappointed her as an Outside Director.

N/A[Reasonsofdesignatedasan
Independent Directors]
As Tetsuji Ohashi does not fall under anyof the items on the “Criteria for- 18 -

Mari
Matsunaga○

independence of Outside Directors andOutside Audit & Supervisory Board
Members” which have been establishedby the Company as a means ofobjectively
assessingindependence
thereof, the Company has deemed that
he maintains sufficient independencewith no potential for conflict of interests
with general shareholders. Moreover, as
Tetsuji Ohashi meets the requirements
for independent officers as defined by
the Tokyo Stock Exchange, we haveregistered him as an independent officer
as stipulated by the said Exchange.
[Reasons of Appointment as an Outside
Director]
Since being appointed as an Outside
Director of the Company in 2023, Mari
Matsunaga
hasparticipatedindiscussions
andactivities
that
contributed
tosubstantial
andappropriate supervision of the Board of
Directors from the perspective of new
business models and new businesses
aimed at the Company’s sustainablegrowth based on her experience indeveloping new services and creating
new business models as well as her
experience as an outside officer at
another company.
Furthermore, as a member of the
Sustainability Committee, she gave
opinions and recommendations on
strengthening the Group’s sustainability
governance system and on further
integrationofsustainability
andmanagement.
She can be expected to demonstrateskills related to sustainability, humanresources, and culture backed by her
extensive knowledge and broad insight
into the culture and lifestyles of modern
society.
Accordingly, we deem that Mari
Matsunaga is a necessary humanresource who is indispensable to thecomposition of the Board of Directors asa member of the Board who has diverse
insight, expertise, and capabilities forincreasing the effectiveness of thedecision-making and oversight functionsof the Board of Directors, and thus theCompany re-appointed her as an Outside
Director.

N/A[ReasonsofdesignatedIndependent Directors]- 19 -asanChika Sato○As Mari Matsunaga does not fall under
any of the items on the “Criteria for
independence of Outside Directors andOutside Audit & Supervisory Board
Members” which have been establishedby the Company as a means ofobjectively
assessingindependence
thereof, the Company has deemed that
she maintains sufficient independencewith no potential for conflict of interests
with general shareholders. Moreover, as
Mari Matsunaga meets the requirements
for independent officers as defined by
the Tokyo Stock Exchange, we haveregistered her as an independent officer
as stipulated by the said Exchange.
[Reasons of Appointment as an Outside
Director]
Chika Sato has many years of experiencein the human resources division and inoverseas positions at global companies.
She sufficiently possesses the insight,
expertise, and ability required as a
Director of the Company, including
senior leadership, discontinuous growth,
human resources, and cultural skills
based on her abundant global experienceinorganizational
andleadershipdevelopment, hiring, promoting DE&I,
etc.
In particular, as an Outside Director, she
can be expected to actively point out andmake recommendations based on her
abundant experience and broad insightin the field of human resources at global
companies, and to actively give opinions
and recommendations at meetings of theBoard of Directors aimed at improving
the human capital of the Group.
Accordingly, we deem that Chika Sato isa human resource necessary to thecomposition of the Board of Directors asa member of the Board who has diverse
insight, expertise, and capabilities forincreasing the effectiveness of thedecision-making and oversight functionsof the Board of Directors, and thus theCompany newly appointed her as an
Outside Director.

N/A[Reasonsofdesignatedasan
Independent Directors]
As Chika Sato does not fall under any of
the
items
on
the
“Criteriaforindependence of Outside Directors andOutside Audit & Supervisory Board
Members” which have been establishedby the Company as a means of- 20 -

Melanie Brock○objectively
assessingindependence
thereof, the Company has deemed that
she maintains sufficient independencewith no potential for conflict of interests
with general shareholders. Moreover, as
Melanie Brock meets the requirements
for independent officers as defined by
the Tokyo Stock Exchange, we haveregistered her as an independent officer
as stipulated by the said Exchange.
[Reasons of Appointment as an Outside
Director]
Melanie Brock sufficiently possesses theinsight, expertise, and ability required asa Director of the Company, including
global, senior leadership, risk andgovernance, human resources, andcultural skills, based on her abundant
global experience including her work
history in key positions at groups
connecting the financial worlds of Japanand Australia and in building networks,
as well as her experience as an outside
officer of other companies.
In particular, as an Outside Director, she
has a high level of senior leadership skills
from marketing cultivated through her
globalconsulting
activities
andexperience in diversity promotion, etc.,
and can be expected to actively point out
andmakerecommendations
onmanagement issues from a global
perspective, as well as to actively give
opinions and recommendations at
meetings of the Board of Directors basedon her abundant knowledge and broad
insight related to diversity.
Accordingly, we deem that Melanie Brock
is a human resource necessary to thecomposition of the Board of Directors asa member of the Board who has diverse
insight, expertise, and capabilities forincreasing the effectiveness of thedecision-making and oversight functionsof the Board of Directors, and thus theCompany newly appointed her as an
Outside Director.

N/A[Reasonsofdesignatedasan
Independent Directors]
As Melanie Brock does not fall under anyof the items on the “Criteria for
independence of Outside Directors andOutside Audit & Supervisory Board
Members” which have been establishedby the Company as a means ofobjectively
assessingindependence
thereof, the Company has deemed that- 21 -

she maintains sufficient independencewith no potential for conflict of interests
with general shareholders. Moreover, as
Melanie Brock meets the requirements
for independent officers as defined by
the Tokyo Stock Exchange, we haveregistered her as an independent officer
as stipulated by the said Exchange.
Voluntary Establishment ofCommittee(s) Corresponding toNomination Committee orRemuneration Committee

Established

A. Committee’s Name, Composition, and Attributes of Chairperson

Committee’s Name

Committee Corresponding to Committee Corresponding toNomination Committee
Remuneration Committee
Nomination Committee
Compensation Committee

All Committee Members

55

Full-time Members

00Internal Directors

22

Outside Directors

33Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

B. Supplementary Explanation
Nomination Committee provides reports on its findings and views about candidates,etc. for Directors and Audit & Supervisory Board Members in response to the inquiries
referred from the Board of Directors. The Committee consists of 2 Outside Directors, 1
Outside Audit & Supervisory Board Member, and 2 internal Directors, and an Outside
Director is cooperatively appointed as its chairperson.
The Committee held a total of nine (9) meetings during fiscal 2023, and provided
reports on its findings and views, primarily about personnel affairs of officers, basedon the succession plan and its planning, and representatives of principal subsidiaries.
The percentage of attendance of the members was 100%.
As of April 1, 2024, the chairperson and members of the committee are as follows.
Chairperson
・Outside Director (independent officer) Kenichiro Sasae
Members
・Outside Director (independent officer) Christina L. Ahmadjian
・Outside Director (independent officer) Tetsuji Ohashi
・Chairman and Director, Chairman of the Board, Akiyoshi Koji
・President and Group CEO, Representative Director Atsushi Katsuki(Note) CEO: Chief Executive Officer
Compensation Committee provides reports on its findings and views about the
remuneration system and amount of remuneration, etc. for Directors in response to
the inquiries referred from the Board of Directors. The Committee consists of 2 Outside- 22 -

Directors, 1 Outside Audit & Supervisory Board Member, and 2 internal Directors, andan Outside Director is cooperatively appointed as its chairperson.
The Committee held a total of ten (10) meetings during fiscal 2023, and provided
reports on its findings and views primarily about the system of officers’ remunerationplans in the next fiscal year and beyond, and individual evaluations of officers andbonus amounts determined on that basis. The percentage of attendance of themembers was 100%.
As of April 1, 2024, the chairperson and members of the committee are as follows.
Chairperson
・Outside Director (independent officer) Christina L. Ahmadjian
Members
・Outside Director (independent officer) Kenichiro Sasae
・Outside Director (independent officer) Tetsuji Ohashi
・Director and EVP, Group CPO Keizo Tanimura・Director and EVP, Group CFO Kaoru Sakita(Note) EVP: Executive Vice President; CPO: Chief People Officer; CFO: Chief Financial
Officer[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory
Established
Board
Maximum
Numberof
Audit&
Supervisory Board Members Stipulated 6
in Articles of Incorporation
Number of Audit & Supervisory Board
5
Members
Cooperation among Audit & Supervisory Board Members, Accounting Auditors andInternal Audit Departments
The Audit & Supervisory Board Members hold meetings with Independent Accounting
Auditor and the organizations regularly or as needed to exchange information andopinions and coordinate. In fiscal 2023, the Audit & Supervisory Board Members andIndependent Accounting Auditor met twenty (20) times to report, exchange opinions,and hold discussions, and the Audit & Supervisory Board Members and theorganizations in charge of internal auditing met each other eleven (11) times to report,
exchange opinions and hold discussions.
Appointment of Outside Audit &Supervisory Board Members
Number of Outside Audit & Supervisory
Board Members
Number of Independent Audit &Supervisory Board Members

Appointed
33Outside Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

YutakaKawakami

CPA

Relationship with the Company*a b c d e f
g h i

j

k

From
anothercompany
Sanae Tanaka
Lawyer* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
Shigeo Ohyagi- 23 -lm*“●” when a close relative of the director presently falls or has recently fallen under
the category;“▲” when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Kansayaku of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount ofmonetary consideration or other property from the Company besides compensation
as a kansayaku
i. Major shareholder of the Company (or an executive of the said major shareholder if
the shareholder is a legal entity)
j. Executive of a client or supplier company of the Company (which does not correspondto any of f, g, or h) (the kansayaku himself/herself only)
k. Executive of a company, between which and the Company outside
directors/kansayaku are mutually appointed (the kansayaku himself/herself only)
l. Executive of a company or organization that receives a donation from the Company(the kansayaku himself/herself only)
m. Others- 24 -

Outside Audit & Supervisory Board Members’ Relationship with the Company (2)Name

YutakaKawakami

Designationas
Independent
Audit&
Supervisory
Board
Member

Supplementary ExplanationoftheRelationship○

N/A

Reasons of Appointment[Reasons of Appointment as an Outside
Audit & Supervisory Board Member]Yutaka Kawakami possesses professional
knowledge of accounting required forcorporate auditors of the Company
through his many years of activities as acertifiedpublicaccountant
withextensive experience in accounting
audits of global companies, and a highlevel of insight for auditing management
coming from his abundant auditing
experience both in Japan and overseas.
Furthermore, as an Outside Audit &Supervisory Board Member, he has
providedactiveopinions
andrecommendations at Audit & Supervisory
Board meetings of the Company andcarried out appropriate auditing of theduties of the Directors of the Company.
Accordingly, the Company deems that
Yutaka Kawakami is an appropriate
human resource for strengthening thecomposition and functions of theCompany’s Audit & Supervisory Board in
the aim for Sustainable Corporate
Growth and Increased Corporate Value,
and thus the Company appointed him as
an Outside Audit & Supervisory Board
Member.
[Reasonsofdesignatedasan
Independent Audit & Supervisory Board
Member]Based on the “Criteria for independenceof Outside Directors and Outside Audit &Supervisory Board Members” describedin “Matters relating to Independent
Directors/Audit & Supervisory Board
Members”
of[Independent
Directors/Audit & Supervisory Board
Member] hereof which have been
established by the Company as a meansof objectively assessing independence
thereof, the Company has deemed that
he maintains sufficient independencewith no potential for conflict of interests
with general shareholders, and thus theCompany designated him as an- 25 -

Shigeo Ohyagi○

Independent Audit & Supervisory Board
Member.
[Reasons of Appointment as an Outside
Audit & Supervisory Board Member]
Shigeo Ohyagi has extensive experienceand exceptional insight into corporate
management with respect to engaging inbusiness globally, particularly given that
he has served as president and chairmanof global corporations. In particular,
serving as an outside director andoutside audit & supervisory board
member in multiple leading Japanesecompanies, he appropriately performs
roles that include analyzing potential
risks, overseeing business execution andfurnishing advice from a practicalstandpoint to verify potential businessdevelopment,
enlistinghis
fresh,
objective and rational perspective.
The Company expects that in serving as
Outside Audit & Supervisory Board
Member he will appropriately performthe role of auditing the execution ofduties by the Company’s Directors,
including the internal control system,from an objective standpoint based on
his knowledge and experience incorporate management. This will involve
having him actively give his opinions andrecommendations at meetings of theBoard of Directors and the Audit &Supervisory Board, and also having him
review the audit status of domestic
group companies and activities ofoverseas
groupcompanies’
audit
committees, etc.
Accordingly, the Company deems that
Shigeo Ohyagi is an appropriate humanresourceforstrengthening
thecomposition and functions of theCompany’s Audit & Supervisory Board in
the aim for Sustainable Corporate
Growth and Increased Corporate Value,
and thus the Company appointed him as
an Outside Audit & Supervisory Board
Member.

N/A[Reasonsofdesignatedasan
Independent Audit & Supervisory Board
Member]Based on the “Criteria for independenceof Outside Directors and Outside Audit &Supervisory Board Members” describedin “Matters relating to Independent
Directors/Audit & Supervisory Board
Members”
of[Independent
Directors/Audit & Supervisory Board- 26 -

Sanae Tanaka○

Member] hereof which have been
established by the Company as a meansof objectively assessing independence
thereof, the Company has deemed that
he maintains sufficient independencewith no potential for conflict of interests
with general shareholders, and thus theCompany designated him as an
Independent Audit & Supervisory Board
Member.
[Reasons of Appointment as an Outside
Audit & Supervisory Board Member]
Sanae Tanaka, through her long years ofpractice as an attorney at law, possesses
expertise in corporate legal affairs
necessary for an Audit & Supervisory
Board Member of the Company and ahigh level of insight that enables her to
audit management from the perspectiveof laws and regulations, etc.
The Company expects that in serving as
Outside Audit & Supervisory Board
Member she will appropriately performthe role of auditing the execution ofduties by the Company’s Directors,
including the internal control system,from an objective standpoint based onher extensive knowledge and experience
as an attorney at law. This will involve
having her actively give her opinions andrecommendations at meetings of theBoard of Directors and the Audit &Supervisory Board, and also having her
review the audit status of domestic
group companies and activities ofoverseas
groupcompanies’
audit
committees.
Accordingly, the Company deems that
Sanae Tanaka is a necessary humanresource for strengthening the functionsof the Company’s Audit & Supervisory
Board in the aim for sustainable growthand enhancement of corporate value
over the medium- to long-term, and thus
the Company appointed her as an
Outside Audit & Supervisory Board
Member.

N/A[Reasonsofdesignatedasan
Independent Audit & Supervisory Board
Member]
The Group maintains no transactional
relationships with Sanae Tanaka andentities where she concurrently serves,and as she does not fall under any of theitems on the “Criteria for independenceof Outside Directors and Outside Audit &Supervisory Board Members” which have
- 27 -

been established by the Company as ameansofobjectively
assessingindependence thereof, the Company has
deemed that she maintains sufficient
independence with no potential for
conflict of interests with generalshareholders. Moreover, as Sanae
Tanaka meets the requirements forindependent officers as defined by the
Tokyo Stock Exchange, the Company hasregistered her as an independent officer
as stipulated by the said Exchange.
[Independent Directors/Audit & Supervisory Board Members]
Numberof
Independent
Directors/Audit & Supervisory Board 9
Members
Matters relating to Independent Directors/Audit & Supervisory Board Members
The Company has elected six (6) independent Outside Directors and three (3)independent Outside Audit & Supervisory Board Members, each with a broad
stakeholders’ viewpoint, to contribute to the sustainable growth and the increase of
corporate value over the medium- to long-term of the Company and enhancement ofsocial value.
The Company has established standards as set forth below for objectively assessing
the independence of its Outside Directors and Outside Audit & Supervisory Board
Members (herein this section the “Outside Directors/Audit & Supervisory Board
Members”) and accordingly deems that an Outside Director/Audit & Supervisory Board
Member lacks sufficient independence for the Company if any of the following apply,
such that he or she is:
1. A party who serves as an executive*1 of the Company or a subsidiary of theCompany (herein this section collectively referred to as the “Group”) or has served
as an executive of the Group in the past;
2. A party for whom the Group is a major business partner*2 (or if the business partner
is an incorporated entity, an executive thereof);
3. A party who is a major business partner of the Group*3 (or if the business partner
is an incorporated entity, an executive thereof);
4. A consultant, certified public accountant or other accounting professional, or an
attorney at law or other legal professional who has been paid substantial amountsof money or other financial benefits*4 other than Directors’ and Audit & Supervisory
Board Members’ remuneration paid by the Group (or if the party receiving suchfinancial benefits is an incorporated entity, association or other organization, thenpersons belonging to such organization);
5. A certified public accountant who belongs to the auditing firm which serves as the
Accounting Auditor of the Group;
6. A major shareholder*5 of the Group (or if the major shareholder is an incorporated
entity, an executive thereof);
7. An executive of an incorporated entity that is a major shareholder of the Group;
8. An executive of a company which has a relationship involving cross-assumption of
office of Outside Directors/Audit & Supervisory Board Members*6;
9. A party who receives substantial donations*7 from the Group (or if the party
receiving such donations is an incorporated entity, association or other organization,then an executive thereof);
10.
A close relative*9 of a party who falls under any of the above items from 1 to 9
(limited to important persons*8, with the exception of item 1);- 28 -

11.
A party who has fallen under any of the above items from 2 to 10 during thepast ten (10) years;
12.
A party who has exceeded the tenure for Outside Directors/Audit & Supervisory
Board Members stipulated by the Company*10; or
13.
Notwithstanding the provisions of the respective items above, a party withrespect to whom there are special grounds for deeming there to be potential for
conflict of interests with general shareholders.
*1.
“Executive” refers to an executive as defined in Item 6, Paragraph 3, Article 2of the Ordinance for Enforcement of the Companies Act, and includes both executive
directors and employees, but does not include Audit & Supervisory Board Members.
*2.
“Party for whom the Group is a major business partner” refers to a party whosetransactions in the most recent fiscal year amount to 2% or more of the consolidated
revenue of the business partner’s group.
*3.
“Party who is a major business partner of the Group” refers either to a party
whose transactions in the most recent fiscal year amount to 2% or more of theCompany’s consolidated revenue, or a party who loans to the Group an amountequivalent to 2% or more of the Company’s consolidated assets as of the end of themost recent fiscal year.
*4.
“Substantial amounts of money or other financial benefits” refers to money andother financial benefits amounting to 10 million yen or more annually, excluding
Directors’ and Audit & Supervisory Board Members’ remuneration, for the mostrecent fiscal year (if such financial benefits are obtained by an incorporated entity,
association or other organization, it refers to money or other financial benefits
amounting to 2% or more of such organization’s total revenues for the most recent
fiscal year).
*5.
“Major shareholder” refers to a person or incorporated entity that directly or
indirectly holds 10% or more of the Company’s total voting rights.
*6.
“Relationship involving cross-assumption of office of Outside Directors/Audit &Supervisory Board Members” refers to a relationship where an executive of theGroup serves as an outside director/audit & supervisory board member of anothercompany, and an executive of that company serves as an Outside Director/Audit &Supervisory Board Member of the Company.
*7.
“Substantial donations” refers to annual donations of 10 million yen or more
made during the most recent fiscal year.
*8.
“Important person” refers to directors (excluding outside directors), executive
officers, corporate officers, and other executives in positions of general manager orabove; certified public accountants belonging to auditing firms or accounting offices;
attorneys at law belonging to legal professional corporations or law firms;
councilors, directors or other officers belonging to incorporated foundations,
incorporated associations, educational institutions and other incorporated entities;
and other persons objectively and reasonably deemed to be in positions of similar
importance.
*9.
“Close relative” refers to a spouse or persons within the second degree of
consanguinity.
*10.
“Tenure of Outside Directors/Audit & Supervisory Board Members stipulatedby the Company” means ten (10) years with respect to Directors and twelve (12)years with respect to Audit & Supervisory Board Members.
[Incentives]
Incentive Policies for Directors

Bonuses (annual and medium-term) andStock Compensation

Supplementary Explanation
Under its performance-linked remuneration system, the Company has adopted threeelements: an annual bonus linked to performance on a single fiscal year basis, amedium-term bonus linked to medium-term performance, and stock compensation- 29 -

intended to motivate recipients to improve sustainable corporate value over the longterm, and to align interests and risks with those of shareholders.
Short-term performance-linked bonuses are determined using core operating profit andprofit attributable to owners of parent as performance benchmarks in proportion to thelevel of achievement of targets, which are set at the beginning of each fiscal year, andother factors. Medium-term performance-linked bonuses are determined using financial
and social value indicators set in line with the goals of the “Medium- to Long-Term
Management Policy” as performance benchmarks in proportion to the level ofachievement of targets, which are set at the beginning of each fiscal year.
For stock compensation, under the system adopted, points are granted according to
the position held, and at the time of the Directors’ retirement, the Company shares in
the number equivalent to the cumulative number of these points will be delivered,
thereby offering appropriate incentives.
The bonus and the stock compensation are provided only to Internal Directors.
―

Recipients of Stock Options
Supplementary Explanation―[Director Remuneration]
Disclosure of Individual
Remuneration

Directors’

Selected Directors

Supplementary Explanation
The total amount of the remuneration of Internal Directors and Outside Directors isdisclosed, respectively.
The remuneration, etc. of Directors is disclosed through posting them on the websiteof the Company, etc. for public inspection. The details are as follows:- In the securities report, 750 million yen for Internal Directors (including stockcompensation) and 127 million yen for Outside Directors/Audit & Supervisory Board
Members (including the amount for Outside Audit & Supervisory Board Members) aredisclosed as the remuneration, etc. of Directors (including the bonus for the 100th fiscal
year) paid.
- The total amount of the remuneration, etc. in the 100th fiscal year of Akiyoshi Koji,
Chairman and Representative Director is 203 million yen (basic remuneration: 83
million yen, bonus: 90 million yen, stock compensation: 30 million yen), and the total
amount of the remuneration, etc. of Atsushi Katsuki, President and Group CEO,
Representative Director, is 356 million yen (basic remuneration: 88 million yen, bonus:
210 million yen, stock compensation: 57 million yen). The remunerations of the above
two (2) persons become not less than 100 million yen, respectively. Therefore, such
remunerations of two (2) persons are set forth in the securities report in accordancewith the “Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.”- In the business report, the total amount of the remuneration, etc. of all of Directors
and Outside Directors is disclosed in accordance with the Ordinance for Enforcement of
the Companies Act.
Policy on Determining Remuneration
Amounts and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
A

Directors’ remunerations- 30 -

The Company established the policies concerning the setting of remunerations paid to
Directors by a resolution of its Board of Directors. Prior to the Board of Directors passing
the resolution, the Compensation Committee is consulted regarding the contents of theresolution and provides reports on its findings and views.
<Basic concepts>
The remunerations for Directors are designed and operated as follows.
To further strengthen the incentive to strive for the Company’s sustainablegrowth and enhancement of corporate value over the medium- to long-term
Remuneration with a content and level that is effective in continuing to ensure
outstanding human resources with diverse skills
To base on the role and magnitude of responsibilities of the Directors and theircontribution to performance
Remuneration highly variable based on performance linked to management
strategyRemuneration in which benefits and risks are shared with shareholders and which
provides an incentive to management from the ESG standpoint<Composition of remuneration>
The remunerations for Directors comprise basic remuneration, bonuses (annual andmedium-term), and stock compensation for Directors (excluding the Outside Directors;
hereinafter the “Internal Directors”) and basic remuneration only for Outside Directors.
With the principle that the remunerations of Internal Directors will be highly linked toperformance, the percentage of variable remuneration (bonus and stock compensation)in the annual income for the President and Group CEO, Representative Director, will bearound 70%, and the percentage of stock compensation, which is remuneration thatshares benefits and risks with the shareholders, will be around 20%. With respect tothe other Internal Directors, the percentage of variable remuneration is around 60%,
by a design based on positions and roles.
<Remuneration level>
The remunerations, etc. for Directors are set at a level of remuneration aimed at theachievement of performance targets, taking into consideration the level of
remuneration that is effective for continuing to secure outstanding human resources
with diverse skills with reference to groups of global companies and Japanesebenchmarks that are the same in business operations, scale, and complexity inbusiness regions, etc. as those of the Company.
<Basic remuneration (fixed remuneration)>
The basic remuneration paid in a fixed monthly amount is determined by adding theactual expenses paid by the Directors, such as health checkup expenses to the fixedamount based on their positions and roles.
<Variable remuneration>
As one of the basic concepts for further strengthening the incentive to strive for theCompany’s sustainable growth and enhancement of corporate value over the mediumto long-term, the system design for remunerations for Directors has been implemented,
with consideration given to increasing variable remuneration (incentive) as apercentage of annual income as well as contributing to the Company’s sustainablegrowth (short-term, medium-term, and long-term) and enhancement of corporate
value (in terms of both financial value and social value) through an incentive system
as a whole.
<Method for determining remuneration>
Directors’ remunerations are set in line with a resolution at a meeting of the Board of
Directors within the total amount of remunerations resolved in advance at a General
Meeting of Shareholders. When remuneration related resolutions are being made by
the Board of Directors, the Compensation Committee, which has Outside- 31 -

Directors/Audit & Supervisory Board Members constituting a majority of its
membership and an Outside Director appointed as its chairperson, acts as an advisory
body to the Board of Directors, evaluating the content of said resolutions in theinterests of greater transparency and objectivity through fair processes.
<Amount of remunerations for individual Directors>
The determination of the amount of remunerations for individual Directors has beenleft to the Compensation Committee by a resolution of the Board of Directors. Authority
delegated to the Compensation Committee is for “ individual evaluation” and“determination of the individual remuneration amount in accordance with theevaluation.”
B Audit & Supervisory Board Members’ remunerations
Audit & Supervisory Board Members’ remunerations are set by discussion by the Audit& Supervisory Board Members within the total amount of remunerations resolved inadvance at a General Meeting of Shareholders.
Remunerations for an Audit & Supervisory Board Member consist only of basic
remuneration paid in a fixed monthly amount, and the level of such basic
remunerations is set subject to a mutual consultation of Audit & Supervisory Board
Members according to his/her job responsibilities and status distinction between
internal and outside and by drawing on outside professional organization’ survey data.
[Supporting System for Outside Directors and/or Audit & Supervisory Board
Members]
For the holding of the meeting of the Board of Directors, the relevant documents aresent to the Outside Directors and Outside Audit & Supervisory Board Members, and the
explanation thereof is conducted, whenever necessary.
2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination
and Remuneration Decisions (Overview of Current Corporate Governance
System)The Directors/Audit & Supervisory Board Members of the Company consist of five (5)Internal Directors (male: four (4), female one (1)) and six (6) Outside Directors (male:two (2), female: four (4)), as well as two (2) Standing Audit & Supervisory Board
Members (male: one (1), female one (1)) and three (3) Outside Audit & Supervisory
Board Members (male: two (2), female: one (1)), and all Outside Directors/Audit &Supervisory Board Members are designated as Independent Directors/Audit &Supervisory Board Members as defined by the Stock Exchange. Such Outside
Directors/Audit & Supervisory Board Members are Directors and Audit & Supervisory
Board Members who are judged by the Company to have no fear of occurrence of theconflict of interest with general shareholders, and they initiatively gave their opinions
at the meeting of the Board of Directors. Furthermore, Outside Directors and Outside
Audit & Supervisory Board Members also give beneficial advice from their respective
specialty and wide range of viewpoints, as members of an optional Nomination
Committee, Remuneration Committee or Sustainability Committee. The meeting of theBoard of Directors, in principle, is ordinarily held once per month, and extraordinarily
held, whenever necessary. In fiscal 2023, ordinary meetings of the Board of Directors
were held twelve (12) times, and matters concerning management direction for theultra-long term, medium- to long-term management policy, business portfolio policy
decisions, strengthening the decision-making process by separating execution andsupervision, deliberation of executive personnel and executive compensation, risk
governance, and emergency response as a board of directors among others weredeliberated. The attendance rate for Outside Directors was 100%.
As of April 1, 2024, the chairman and members of the board are as follows.
Chairman and Director, Chairman of the Board of Directors, Akiyoshi Koji
President and Group CEO, Representative Director Atsushi Katsuki
Director and EVP, Group CPO Keizo Tanimura- 32 -

Director and EVP, Group CFO Kaoru Sakita
Director and EVP Naoko Nishinaka
Outside Director (independent officer) Christina L. Ahmadjian
Outside Director (independent officer) Kenichiro Sasae
Outside Director (independent officer) Tetsuji Ohashi
Outside Director (independent officer) Mari Matsunaga
Outside Director (independent officer) Chika Sato
Outside Director (independent officer) Melanie Brock
Standing Audit & Supervisory Board Member Yukitaka Fukuda
Standing Audit & Supervisory Board Member Akiko Oshima
Outside Audit & Supervisory Board Member (independent officer) Yutaka Kawakami
Outside Audit & Supervisory Board Member (independent officer) Shigeo Ohyagi
Outside Audit & Supervisory Board Member (independent officer) Sanae Tanaka(Note) CEO: Chief Executive Officer; EVP: Executive Vice President; CPO: Chief People
Officer; CFO: Chief Financial Officer
The Executive Committee, the Corporate Strategy Board, the Global Sustainability
Committee, the Information Disclosure Committee, the Risk Management Committee,
and the Compliance Committee are established as an advisory organization for the
President and Group CEO, Representative Director.
The “Executive Committee” contribute to the development of Group strategy and global
initiatives. The Committee consists of President and Group CEO, Representative
Director, and other Group CxOs, Region CEOs, and Senior Executive Officers, andPresident and Group CEO, Representative Director, serves as its chairperson.
The “Corporate Management Board” provides reports on its findings and views about
evaluation of the legality, objectivity and reasonableness and of substantial mattersconcerning business execution in response to the inquiries referred from the President
and Group CEO, Representative Director. The Board consists of the President and Group
CEO, Representative Director, and other executive directors, Group CxOs, Standing
Audit & Supervisory Board Members, Senior Executive Officers, and Function Heads
designated by the chairperson, and the President and Group CEO, Representative
Director, serves as its chairperson.
The Global Sustainability Committee provides reports on its findings and views about
formulation and monitoring of sustainability strategies for the entire Asahi Group in
response to the inquiries referred from the President and Group CEO, Representative
Director. The Committee consists of the President and Group CEO, Representative
Director, and other Group CxOs, CEO of Asahi Global Procurement, CEOs and executive
officers in charge of sustainability of Regional Headquarters. The President and Group
CEO, Representative Director, serves as the committee chairperson and theorganization in charge of sustainability acts as a secretariat.
The Information Disclosure Committee is responsible for centrally managing andcontrolling corporate information disclosure, and provides reports on its findings andviews in response to the inquiries referred from the President and Group CEO,
Representative Director from the perspective of fair, expeditious and wide-ranging
information disclosure. The Committee consists of the President and Group CEO,
Representative Director, and other executive directors, Group CxOs and Heads of CEO
Office, Finance, Legal, CC and IR. The President and Group CEO, Representative
Director, serves as the committee chairperson and the organization in charge of public
relations acts as a secretariat.
The Risk Management Committee provides reports on its findings and views on the
promotion and supervision of enterprise risk management (ERM) for the overall Asahi
Group, in response to inquiries referred from the President and Group CEO,
Representative Director. The Committee consists of the President and Group CEO,- 33 -

Representative Director, and other executive directors, Group CxOs and Function Heads
appointed by the committee chairperson. The President and Group CEO, Representative
Director, serves as its chairperson, and the organization in charge of risk management
acts as a secretariat. In addition, Standing Audit & Supervisory Board Members also
attend this Committee’s meetings and state opinions as necessary.
The Compliance Committee provides reports on its findings and views in response toinquiries referred from the President and Group CEO, Representative Director,
regarding matters of promoting and supervising corporate ethics and compliance forthe overall Asahi Group. The Committee consists of the President and Group CEO,
Representative Director, and other executive directors, Group CxOs, and Function
Heads appointed by the committee chairperson. The President and Group CEO,
Representative Director, serves as its chairperson, and the organization in charge oflegal affairs acts as a secretariat.
The Management Monitoring System is established mainly through the Directors’supervision on the status of business execution and the Audit & Supervisory Board
Members’ and Audit & Supervisory Board’s audit.
For the audit system on Audit & Supervisory Board Members, the transparency isimproved as the Outside Audit & Supervisory Board Members represents a majority of
Audit & Supervisory Board Members, and Audit & Supervisory Board Members’ andAudit & Supervisory Board’s audit works can be smoothly conducted as four (4)dedicated staff members are assigned. The Company has five (5) Audit & Supervisory
Board Members: two (2) standing Audit & Supervisory Board Members and three (3)Outside Audit & Supervisory Board Members.
Standing Audit & Supervisory Board Member Yukitaka Fukuda has abundant
management experience in the Group, mainly in finance and accounting, as an
Executive Officer and General Manager of Finance Section of the Company, President
and Representative Director of Asahi Professional Management Co., Ltd., and Audit &Supervisory Board Member of Asahi Group Japan, Ltd. Furthermore, Outside Audit &Supervisory Board Member Yutaka Kawakami has expert knowledge related tocorporate accounting and abundant auditing experience both in Japan and overseas asa certified public accountant and an engagement partner for accounting auditors atlisted companies, etc. The three (3) Outside Audit & Supervisory Board Members eachhave abundant experience and broad insight as an expert in corporate accounting, alawyer, and a corporate manager, respectively.
The key items, etc. of audit plans and courses of action are reviewed yearly according
to the management environment. In fiscal 2023, the meeting of the Audit &Supervisory Board was held twelve (12) times, and the percentage of attendance ofOutside Audit & Supervisory Board Members was 100%. For the internal audit, themembers of the organization in charge of audits having the internal audit function audit
whether the business executions of the entire Group are appropriately and efficiently
conducted in accordance with the annual audit plan.
In this way, the Company has a system of mutual checks and cooperation among the“Board of Directors” and its component the Internal Directors and Outside Directors,
the “Audit & Supervisory Board” and its component Standing Audit & Supervisory Board
Members and Outside Audit & Supervisory Board Members, and the “organization in
charge of audits,” which has been established based on knowledge cultivated over many
years.
For the view of enhancement of the power of the Board of Directors, a higher-grade
Corporate Governance System is realized by adding the optional “Nomination
Committee,” “Remuneration Committee” and “Sustainability Committee.”
The Company has entered into an agreement with each Outside Director/Audit &Supervisory Board Member that limits his/her liability for damages as prescribed in
Paragraph 1, Article 423 of the Companies Act. Under the terms of this agreement,
his/her liabilities are limited to 20 million yen or to the minimum limited amountstipulated by applicable laws and regulations, whichever is higher.
- 34 -

For the Accounting Auditor, the Company has concluded an audit agreement with KPMG
AZSA LLC which has conducted an audit of the Company.
The Company has been continuously audited for the following period.
54 years
The period stated above denotes the consecutive audit period through which KPMG
AZSA or its predecessor (Asahi & Co.) has been appointed as an auditor of the Company
since the predecessor was incorporated as an audit firm.
Names of certified public accountants who performed the duties and number of yearsof audit
Kanako Ogura (Number of years of audit: 1 years)
Hiroshi Tani
(Number of years of audit: 3 years)
Masahiro Morita(Number of years of audit: 2 years)
Assistants who supported the audit duties are thirty-four (34) Certified public
accountants and forty-three (43) others. The independent Accounting Auditor has
appropriately established a rotation schedule regarding its engagement partners,
pursuant to revisions of the Certified Public Accountants Act made in 2003 and 2007.
The engagement partners are not involved in carrying out audit services after having
been engaged in such services for 7 consecutive years. The lead engagement partner
is not involved in carrying out audit services after having provided such services for 5
consecutive years.

3. Reasons for Adoption of Current Corporate Governance System
The Company adopts the current Corporate Governance System because the Company
believes by the following reasons that the transparency of management is secured andthe suitability of business of the Company is warranted:(1) Election of Outside Directors who supervise the business execution of the Company
from the independent and fair viewpoint and Outside Audit & Supervisory Board
Members who conducts the audit of the Company from the special viewpoint ofaccounting, legality, etc.;(2) Election of Outside Directors as members of the Nomination Committee, theRemuneration Committee, and the Sustainability Committee, the optional advisoryorganizations for the Board of Directors; andIII. Implementation
StakeholdersofMeasuresfor

Shareholders

and

Other

1. Measures to Vitalize the General Shareholder Meetings and Smooth Exerciseof Voting Rights
Supplementary Explanations
Early
Notificationof In principle, the notice is sent no later than three (3) weeks
GeneralShareholder prior to the holding date of the Meeting, and also before such
Meetingsending, the details are early disclosed in the “Annual General
Meetings of Shareholders” on the website of the Company,“Listed Company Search” on the website of the Tokyo Stock
Exchange, and “Electric Voting Platform” operated by ICJ Inc.
SchedulingAGMs In principle, the Meeting is held in the afternoon of a date
Avoiding the Peak Day
avoiding the peak day.
Allowing
Electronic The electronic exercise of voting rights via the Internet of a
Exercise of Voting Rights computer, smart phone or cellular phone is allowed.
Participationin The Company has participated in the electronic voting
Electronic
Voting platform in and after 2007, and initiatively conducts the
Platform
activities for promoting the exercise of voting rights, including- 35 -

Providing
Convocation
Notice in English
Other

2. IR Activities
Preparation
andPublication of Disclosure
PolicyRegularInvestor
Briefings for Analysts
andInstitutional
Investors
for Overseas Investors
Posting of IR Materials
on Website

EstablishmentofDepartment
and/orManager in Charge of IR
Other

the appropriate explanation of proposals, to institutional
investors.
The full text of the convocation notice is prepared in English,
and publicly disclosed on the English website.
The implementation of virtual hybrid remote participationtype general shareholder meetings, the holding of theGeneral Shareholder Meeting in the afternoon, thequestionnaire prior to the holding of the General Shareholder
Meeting and the establishment of the site for shareholders
setting forth the report of the General Shareholder Meetingare conducted for the vitalization of the General Shareholder
Meeting and the improvement of communication with theshareholders.
Supplementary Explanations
The details of the disclosure policy, including the “Basic
Disclosure Policy” are posted on the website of the Company.
The briefings for analysts and institutional investors are heldby the Company’s representative and the persons in charge,
coinciding with the presentation of financial results.
The briefings of business strategy in Japan, Europe andOceania and Core Strategy (Sustainability, DX and R&D) are
held regularly.
The meetings for overseas investors are held in Europe, USA,
and Asia once per year, respectively.
The “Statement of Accounts,” “Integrated Report,”“Sustainability Report,” “Corporate Governance Report,”“Convocation Notice of the Annual General Meeting of
Shareholders,” “Securities Report” etc. are posted on theInvestor Information site of the website of the Company, andthe video of the progress of the General Meeting of
Shareholders is transmitted.
Also, the special site for individual investors is established,
and the “IR news” is distributed to applicants via e-mail.
Handled by the organization in charge of IR.
<Holding of IR meetings with analysts and institutional
investors>
IR meetings with Japanese and overseas analysts andinstitutional investors are held throughout the year. (Thatexcludes the silent period.)- 36 -

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal The “Asahi Group Philosophy” and “The Asahi Group Code ofRules for Respecting Conduct” stipulate respect for all stakeholders.
the
Positionof
Stakeholders
Implementationof The Company sets the strategy “Integrate sustainability into
Environmental
management in order to positively impact both society and theActivities,
CSR Group’s businesses; contributing to solving social issues,” asActivities etc.
one of the core strategies of the Medium- to Long-Term
Management Policy and carries out initiatives for global issuesof sustainability. In addition, the Company also aims tosophisticate its risk management systems (Enterprise Risk
Management) and to strengthen global governance systems.
The Company promotes the Group’s sustainability initiatives
with establishing “key policies” and “Material Issues” toaccelerate the integration of sustainability and management.
Priority Policies: Realizing sustainable living for customers
across the value chain
Material Issues: Environment, Communities, Responsible
drinking, Health, People
The Company will strive to provide effective communication on
the Group’s sustainability initiatives by disclosing suchinformation on its website.
(Japanese version)
https://www.asahigroupholdings.com/sustainability/index.html(English version)
https://www.asahigroupholdings.com/en/sustainability/index.html
Developmentof
PoliciesonInformation Provision
to Stakeholders
Other

The “Disclosure Policy” is established and the appropriate
information disclosure is timely conducted.
<Initiatives regarding the respect for human rights>
In the “Asahi Group Human Rights Principles,” the Company
recognizes its responsibility as a company operating businesses
globally to respect the human rights of all people who areimpacted by the Company’s business activities and declares thatin carrying out business, it shall respect individual human rights
and diversity, it shall not take part in discrimination or acts
leading to the loss of individual dignity, and not take part inforced labor or child labor.
<“People Statement,” Basic Policy on Group Personnel in the
Asahi Group>
The Company has formulated “People Statement” to obtain
excellent personnel with diversity from various countries andfoster a corporate culture with a high level of engagement andis aiming to put the “Asahi Group Philosophy” into practice.

IV. Matters Related to the Internal Control System- 37 -

1. Basic Views on Internal Control System and the Progress of System
Development<Overview of the resolution regarding systems to ensure appropriate business
operations>
The Board of Directors passed the following resolution with respect to the abovementioned systems.
To “Deliver on our great taste promise and bring more fun to life” as stipulated in its
group philosophy, the “Asahi Group Philosophy,” the Company shall:establish, in accordance with the Companies Act and the Regulation for
Enforcement of the Companies Act, the following basic policies (the “Basic Policies”)
to improve systems designed to ensure the appropriate execution of Directors’
duties in conformity with laws and regulations and the Articles of Incorporation of
the Company and its subsidiaries (herein this section the “Group Companies”) andensure the appropriate business operations of the Group Companies (herein thissection the “Internal Control System”);
recognize that it is the Representative Director(s) who shall assume the ultimate
responsibility for the improvement of the Internal Control System in accordancewith this resolution and demand the Representative Director(s) to cause the
Directors and Corporate Officers, through the respective departments andorganizations they are in charge of, to develop and fully enforce individual internal
regulations that will be applied to the Company and the entire Asahi Group and are
required based on the Basic Policies; andtake steps to maintain and enhance the effectiveness of the Internal Control
System by reviewing the Basic Policies and relevant internal regulations that will
be applied to the Company or the entire Asahi Group in a timely and appropriatemanner in accordance with changes in conditions and circumstances.
(1) System to ensure execution of duties by Directors and employees of theCompany and the Group Companies in conformity with laws and regulations
and the Articles of Incorporation of the Company and the Group Companies
1)In order to promote “Building value together with all our stakeholders” as stipulated
in the “Asahi Group Philosophy,” the Company shall establish “The Asahi Group Code of
Conduct” and ensure its Directors, Audit & Supervisory Board Members and employees
abide by these regulations.
2)The Company shall establish a “Compliance Committee” to oversee compliance of
the Asahi Group based on the “The Asahi Group Ethics/Compliance Policies.”3)An officer of the Company in charge shall have authority over compliance within the
Asahi Group. The section in charge of legal affairs shall handle day-to-day complianceand risk management tasks.
4)The Company shall assign responsible persons in charge of compliance in the
Company and the Group Companies. The responsible person shall make efforts toprioritize compliance in all aspects of business activities at each Group Company.
5)The Company shall establish a “Clean Line System” and other systems for employees
in Japan and overseas, enabling them to blow the whistle on illicit behavior of others.
6)The Company shall establish “The Asahi Group Global Procurement Policy” addressing
mutual cooperation for fair and equitable deals and social responsibilities between eachGroup Company and suppliers and a system that enables suppliers to blow a whistleon breaches of the Policy as necessary. The Company shall inform and spell out thesemeasures to its suppliers to enable the Company to develop an Internal Control System
in cooperation with its suppliers.
7)To ensure antisocial forces do not exert any undue influence on the Group, all relevant
information shall be shared within the Asahi Group and the Company shall establish aninternal system on the measures. The Company shall also cooperate closely withindustry bodies, local communities, the police and other external specialist
organizations in this field.
8)The operational details of the aforementioned agencies and systems shall be spelled
out under a separately prepared set of internal regulations that will be applied to theCompany or the entire Asahi Group.
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(2) System to ensure the preservation and management of information
related to execution of duties by Directors1)Information related to execution of duties by Directors shall be properly preserved
and managed in accordance with “Document-Management Policies” and other related
internal regulations that will be applied to the Company or the entire Asahi Group.
2)The aforementioned information shall be preserved and managed in a way accessible
by Directors and Audit & Supervisory Board Members for inspection at any time.
3)Control over the clerical tasks related to preservation and management of theaforementioned information shall be determined in accordance with internal regulations
that will be applied to the Company or the entire Asahi Group.
(3) Regulations and other organizational structures of the Asahi Group to
manage risk of loss
1)The Company shall position risk management as a core element of its corporate
management in “The Asahi Group Risk Management Policies,” and implement it in acontinuous manner.
2)In addition to having the appropriate sections manage risk in their respective areas,
the Company shall establish a “Risk Management Committee” to identify and evaluatecross-sectional material risk for the entire Asahi Group, and design countermeasuresaccordingly.
3)With regard to the risk of failing to maintain product quality, as a food and drink
manufacturing group, the Asahi Group strongly recognizes their social responsibility toconsumers to ensure the safety and security of their products and shall establish
sufficient control systems.
4)In the event of any major accident, disaster, scandal, etc., the Company shallestablish an “Emergencies Response Headquarters” chaired by the President and Group
CEO, Representative Director.
(4) System to ensure efficient execution of duties by Directors of the Company
and the Group Companies
1)To ensure efficient performance of duties by Directors, the Board of Directors shalldivide duties in a reasonable way to be delegated to respective Directors.
2)The Company shall establish “Delegation of Authority” and “The Asahi Group’s
Delegation of Authority” stipulating rules of delegation of power and for a mutual
checks-and-balances mechanism among sections and among Group Companies.
3)The Company shall ensure the effective utilization of the “Corporate Management
Board,” consisting of the Company’s internal Directors, and Standing Audit &Supervisory Board Members by such means as formulating the Asahi Group’s corporate
strategy and implementing progress management.
4)To maximize operational efficiency, the Company shall utilize indices that provide an
objective and rational way of measuring its management and control of operations;and it shall employ a unified system of follow-up and evaluation.
5)To use funds efficiently, a global cash management system among the Company and
the Group Companies is introduced.
(5) System to ensure appropriate operations of the Asahi Group
1)All systems required for the Internal Control, including those for risk management,compliance and crisis management system, shall apply comprehensively across theentire Asahi Group. As the holding company, the Company shall manage the said
systems of the Group Companies while respecting their autonomy, and supporting thedevelopment and operation of the Internal Control System, in accordance with theconditions and circumstances with which individual companies are facing.
2)While cooperating with the internal auditing organs established within the Asahi
Group, the section in charge of internal auditing in the Company shall get a grasp ofand evaluate the Internal Control System and discipline in day-to-day tasks within the
Asahi Group by directly and indirectly auditing the Group Companies, and this section- 39 -

shall also conduct the evaluation of internal control related to financial reporting of theGroup Companies and submit the relevant reports.
3)Decision-making authority related to business activities of the Group Companies shallbe subject to the document entitled “Asahi Group’s Delegation of Authority.”4)Each of the Group Companies will provide reports at the “Corporate Management
Board” one or more times each quarter on performance of its operations including riskrelated information.
(6) Securement of employees in the event that Audit & Supervisory Board
Members request staff to assist in their auditing duties
The “Audit & Supervisory Board” shall appoint dedicated staff for assistance in theactivities of the Audit & Supervisory Board Members.
(7) Independence of employees assigned to assist the Audit & Supervisory
Board Members from the Directors and ensuring the effectiveness of
instructions given to relevant staff
1) When a dedicated staff receives an order from an Audit & Supervisory Board Member
in relation to auditing duties, he/she shall not be subject to directives or orders from
Directors or other employees regarding that order.
2) Any issuance of orders to, personnel transfers of, merit evaluations of, or reprimandsof a dedicated staff shall require the prior concurrence of Audit & Supervisory Board
Members.
(8) System for Directors’ and employees’ reporting to Audit & Supervisory
Board Members
1) Directors and employees shall report regularly to Audit & Supervisory Board
Members on matters related to the Internal Control System, and shall report on an asneeded basis when a significant event occurs. When necessary, the Audit & Supervisory
Board Members shall be entitled to request reports from the Directors and employees(including from Directors and employees of the Group Companies).
2) Directors shall ensure that Audit & Supervisory Board Members have every
opportunity to participate in discussions of important bodies, etc. such as the Board of
Directors meetings, the “Corporate Management Board” meetings, the “RiskManagement Committee” meetings, and the “Compliance Committee” meetings.
Directors shall provide details of the agenda items of such meetings beforehand for
Audit & Supervisory Board Members.
3)Audit & Supervisory Board Members shall at all times have the right to review
documents such as the minutes of important meetings and the documents of approval.
(9) System for reporting, by the Group Companies’ Directors, Corporate
Auditors, employees or persons receiving reports, to the Company’s Audit &Supervisory Board Members
1) The Group Companies’ Directors, Corporate Auditors, employees or persons
receiving reports from them shall report regularly to the Company’s Audit &Supervisory Board Members on matters related to the Internal Control System and,shall report on an as-needed basis when a significant event occurs. When necessary,
the Audit & Supervisory Board Members shall be entitled to request reports from the
Directors and employees of the Group Companies.
2) The Company’s or the Group Companies’ sections in charge of internal auditing shallreport the results of the Group Companies’ internal audits to the Audit & Supervisory
Board Member of the Company without delay.
3) The whistle blowing channels under the Clean Line System shall include that forreporting to the Company’s Audit & Supervisory Board Members, and the information
reported to other whistle blowing channels shall be reported to the Company’s Audit &Supervisory Board Members.
4) The Company prohibits any party from treating the whistle blower prescribed in thepreceding item and this item in any manner disadvantageous to him/her on the groundof the whistle blow.
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(10) Policy on procedures for advance or reimburse expenses incurred inassociation with Audit & Supervisory Board Members’ execution of theirduties, and treatment of other expenses or debts incurred in association withthe execution of their duties
To defray expenses incurred in association with the Audit & Supervisory Board
Members’ execution of their duties, the Company shall secure a certain specific amountof budget and shall, in response to the request of the Audit & Supervisory Board or theStanding Audit & Supervisory Board Members concerned, advance or reimburse
expenses or otherwise treat debts incurred in association with the Audit & Supervisory
Board Members’ execution of their duties.
(11) Other systems ensuring effective auditing by Audit & Supervisory Board
Members
To ensure the effectiveness of auditing activities, Directors shall ensure opportunities
for Audit & Supervisory Board Members to exchange information and opinions regularly
with members of the section in charge of internal auditing of the Company and with
the Independent Accounting Auditor.
<Overview of operation of systems to ensure appropriate business
operations>(1) Overall Internal Control System
1) In order to develop and operate the Internal Control Systems of the Company and
the Group Companies and effectively achieve the objectives of internal control, thesection of the Company in charge of internal auditing cooperates with the internal
auditing organs established within the Asahi Group in conducting audits to determine
whether business operations are executed properly and efficiently in accordance withannual audit plans.
2) With respect to internal control over financial reporting, the section of the Company
in charge of evaluation of internal control cooperates with the organs in charge ofevaluation of internal control established within the Asahi Group and performs
evaluations of the Group Companies’ internal control activities pursuant to the “Policies
of Management Assessment and Reporting of Internal Controls over Financial
Reporting.”(2) Compliance System
1) The Company established “The Asahi Group Code of Conduct,” and tries hard to keep
its employees informed about it.
2) The Company promotes awareness of compliance by putting managers responsible
for compliance in place in the Company and the Group Companies and conducting
education by job class.
3) The Company conducts multifaceted and multilayered surveys of complianceawareness and behavior by conducting a “Compliance Survey” to the employees of theCompany and the Group Companies.
4) By keeping in place the “Clean Line System,” the Company detects and resolves risk
problems early, and effectively prevents risk problems themselves from occurring.
(3) Risk Management System
1) The Risk Management System adopts enterprise risk management (ERM) for theoverall Asahi Group.
2) The respective companies of the Asahi Group identify and evaluate critical risks that
could impede achievement of business objectives across all risk categories such as
strategy and operations. They also draw up action plans and continually implement andmonitor such plans. The respective companies of the Asahi Group report details of suchinitiatives to the Company’s Risk Management Committee, which monitors suchinitiatives, while its members identify and evaluate critical risk across the Group, draw
up action plans, and execute and monitor such plans. They also report to the Board of
Directors with the aim of ascertaining effectiveness of such initiatives.
- 41 -

3) The Company has a risk management system in place to deal with any major
accident, disaster, scandal, etc. by setting up an “Emergency Response Headquarters”
under the management of the President and Group CEO, Representative Director. The
Company assigns top priority to the safety of its business partners and employees withrespect to COVID-19. To such ends, it continues to implement measures to prevent
further spread of infection and has been promoting various initiatives seeking new work
arrangements, which has entailed making teleworking more of the norm in Japan andcarrying out meetings and business discussions online. In addition, the Company has
been making progress in setting the stage for facilitating a seamless transition to acrisis management approach to be set into action in times of crisis. During 2021, thishas entailed implementing risk management practices under ordinary conditions, which
involves pinpointing risk that must be addressed immediately should such riskmaterialize, as well as envisioning ramifications of such risk scenarios and measuresnecessary in response. Meanwhile, in alignment with its transition to a framework
consisting of four Regional Headquarters (RHQ) including one in Japan, the Company
has been strengthening its crisis management structure internationally in part byclearly assigning entities primary responsibility for addressing different categories ofcrisis and by streamlining flows of information used in the event of a crisis.
(4) Business Management of Group Companies
1) With respect to the Group Companies’ business management, the Company has put
in place a system whereby, pursuant to the “Asahi Group’s Delegation of Authority,” theGroup Companies’ business executions are subject to resolutions of the Company’s
Board of Directors or decisions of an individual Director or the responsible persons of
the responsible sections of the Company, depending on the degree of their importance.
2) Once a month, the “Corporate Management Board” receives reports from main
Group Companies on the status of their business executions.
(5) Execution of Directors’ Duties
In order to ascertain the efficiency of Directors’ duties, the Board of Directors conducts
rational assignment sharing of services to be performed by Directors and Corporate
Officers, and has each Director and Corporate Officer report on the status of his/herbusiness execution once every 3 months.
(6) Execution of Audit & Supervisory Board Members’ Duties
1) Audit & Supervisory Board Members attend meetings of the Board of Directors, the“Corporate Management Board,” the “Risk Management Committee,” the “Compliance
Committee” and other important organs, and receive reports from Directors,
employees, thereby confirming the status of development and operation of the Internal
Control System.
2) Audit & Supervisory Board Members work to enhance the effectiveness of auditingby finding opportunities regularly or as needed for exchanging information and views
with the section in charge of internal auditing, the Independent Accounting Auditor,
etc. During fiscal 2023, Audit & Supervisory Board Members had opportunities toexchange information and views with the section in charge of internal auditing for a
total of eleven (11) times, with the Independent Accounting Auditor for a total of twenty(20) times. Audit & Supervisory Board Members also find opportunities to exchange
information and views with Audit & Supervisory Board Members of the main Group
Companies once a month generally.
3) The Company ensures that Audit & Supervisory Board Members and the Audit &Supervisory Board will be able to smoothly perform their duties by posting four (4)dedicated staff members to the Audit & Supervisory Board.

2. Basic Views on Eliminating Anti-Social Forces<Basic Views>- 42 -

Under “The Asahi Group Code of Conduct,” which is common to the entire group in
Japan and overseas, it is strictly forbidden in the Group to have any kind of relationshipwith anti-social forces or persons involved in illegal acts such as money laundering.
<Readiness>(1) Establishment of Supervisory Department in Charge and Person responsible for thePrevention of Unreasonable Demands
A “Person responsible for the prevention of unreasonable demands” is appointed in theorganization in charge of general affairs of each of the Group Companies.
(2) Cooperation with External Professional Agencies
Even if an unreasonable demand is received, the Company Group is prepared to deal
with it in cooperation with the relevant government agencies including police, organizedcrime fighting specialists, legal counsel, and other professional consultants.
(3) Collection and Management of Information about Anti-Social Forces
The organizations in charge of general affairs of each of the Group Companies collectinformation on cases of an anti-social force’s unreasonable demands and record that
information. The collected information including basic countermeasures are distributed
within the Group on a monthly basis for the sharing of information.
(4) Preparation of Response Manuals
Basic views are indicated in the “The Asahi Group Code of Conduct” and, in addition,
manuals related to procedures such as the “Asahi Group Manual for Racketeering byInterceding in Civil Disputes and Threatening the Use of Violence” are prepared. Also,
to raise the accuracy of response, the “Crisis Management Website” has been openedon the group portal site to disclose the information on remedies.
(5) Implementation of Training
At training sessions and workshops for new employees and legal personnel, “The Asahi
Group Code of Conduct,” which sets forth basic views, is used as a teaching material.
In addition, personnel in charge of general affairs regularly hold information exchange
meetings where cases of unreasonable demands in the Group are shared.

V. Other

1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures Not Adopted
Supplementary Explanation(1)
Basic policy
According to the Company’s view, the persons who control decisions on its financial
and business policy must properly grasp various matters concerning its business,
including the initiatives to “create appealing products,” to “care about quality andcraftsmanship” and to “convey the inspiration to customers,” which form the source ofthe corporate value of the Asahi Group, and other tangible and intangible management
resources thereof, potential effects of forward-looking measures and other items that
constitute the corporate value, and must enable the Company to maintain and increase
the Asahi Group’s corporate value as well as the common interests of shareholders
continuously and sustainably.
Upon facing a proposal of large-scale share purchases, the Company is not always in aposition to automatically object to the purchases even if it is a so-called hostile
takeover, which is pursued without approval from the Board of Directors, provided thatsuch takeover contributes to the increase of the corporate value and the common
interests of shareholders of the Company. Also, the Company recognizes that the final
decision as to whether to accept a proposal for an acquisition of shares in the Company- 43 -

that would lead to a transfer of control of the Company should be made based on thewill of the shareholders as a whole.
It shall be noted, however, that there are not a few cases of large-scale share purchasesthat would not contribute to the increase of the corporate value and the common
interests of shareholders of a company, including ones that would, in light of their
purposes, etc., cause obvious damage to the corporate value and the common interestsof shareholders or could effectively coerce shareholders to sell their shares, ones thatthe purchaser does not provide information and/or time reasonably necessary for thetarget company’s board of directors and shareholders to review and examine details of
the proposed purchase or for the target company’s board of directors to make analternative proposal, and ones where the target company’s board of directors would
have to conduct negotiation with the purchaser so as to seek more favorable terms
than those initially proposed by the purchaser.
The person who intends to conduct a large-scale purchase of shares in the Company
must have an understanding of the source of the Asahi Group’s corporate value andhave the capability to maintain and enhance it in the medium- and long-term;otherwise, the Asahi Group’s corporate value and the common interests of shareholders
would be damaged.
The Company thus believes that it is necessary to protect the Asahi Group’s corporate
value, and in turn, the common interests of shareholders, from such large-scale sharepurchases.
(2) Framework that contributes to realization of the basic policy
1) Special Measures Contributing to Realization of the Basic Policy
The Company established a group philosophy, the “Asahi Group Philosophy,” whicharticulates the Group’s mission and vision for the future, reaffirms values cherishedand handed down over the years, and serves as a code of conduct for our stakeholders
and the Group’s commitments to them. At the same time, the Company established a“Medium- to Long-Term Management Policy” for the realization of the “Asahi Group
Philosophy” and put group-wide efforts in line with them.
The Company believes that it will be able to assure the flexibility of its corporate
strategy by setting and carrying out such management policy and will be able toincrease its sustained corporate value and ultimately secure common interests of its
shareholders by setting such a policy as “ Engagement Agenda” (agenda forconstructive dialogs) and making dialogs with the stakeholders even more firm, and is
striving to further strengthen its corporate governance.
2) Efforts to prevent decisions on the Company’s financial and business policy
from being controlled by any person who is inappropriate according to thebasic policy
The Company will take appropriate measures against any person who attempts to makea large-scale purchase in accordance with the Financial Instruments and Exchange Act,
the Companies Act and other related laws and regulations such as requesting provisionof necessary and sufficient information for shareholders to properly determine whether
to approve or disapprove the large-scale purchase, disclosing the opinions, etc. of theBoard of Directors of the Company and endeavoring to secure enough time forshareholders to contemplate the large-scale purchase.
(3) Judgment of the Company’s Board of Directors regarding the specificmeasures and reasons therefor
The measures described above in 1) of (2) conform to the basic policy of the Company
as described above (1), are fully compatible with the corporate value and the common
interests of shareholders of the Asahi Group including the Company, and are neverimplemented for the purpose of maintaining the status of Directors and Audit &Supervisory Board Members of the Company.

2. Other Matters Concerning Corporate Governance System- 44 -

The internal system for the timely disclosure of the company information and thedisclosure policy of the Company are as set forth below.
<Overview of Timely Disclosure System>(1) Collection of Information
The basic attitude of the Company is to timely disclose the appropriate company
information to the investors, and the information to be timely disclosed shall be handledin accordance with the internal regulations (Asahi Group Information Management
Regulations and Asahi Group Insider Trade Prevention Regulations) as follows:- The aggregation/management of the information shall be conducted by the Director
in charge of the legal affairs or the organization in charge of legal affairs. The Director
in charge of the legal affairs or the organization in charge of legal affairs shall strictly
manage the internal information, and promptly transmit the matters to be timely
disclosed to the Information Disclosure Committee.
- The timely disclosure of the company information defined by the Stock Exchange,
including the material facts, etc., of the Company shall be conducted by theorganization in charge of PR under the direction of the Director appointed by the
President and Group CEO, Representative Director, or the manager of the organizationin charge of PR as the person responsible for the handling of information.
(2) Procedures for Information Disclosurea. For the information aggregated to the Director in charge of the legal affairs or theorganization in charge of legal affairs from each organization of the Company and eachof the Group Companies, the organization in charge of legal affairs, as a supervisor,
makes a basic decision on whether such information is a matter subject to timely
disclosure. For the facts of determination, the occurred facts, and the information of
the settlement of accounts out of the above, the “Information Disclosure Committee”
analyzes the content of such information, and conducts the prior examination of thenecessity of disclosure, content/method of disclosure, etc. in accordance with theTimely Disclosure Regulations, etc.
b. For the information that is judged as special material matters by the Information
Disclosure Committee in the above process, the proceedings and content at themeeting of the Information Disclosure Committee are reported by the chief to the
President and Group CEO, Representative Director.
(3) Timely Disclosure to the Stock Exchange
The person responsible for the handling of information timely discloses the fact, thetimely disclosure of which is judged as necessary, immediately after the occurrence
thereof.
<Disclosure Policy>(1) Basic Disclosure Policy
For the disclosure of the important information in the case where the facts ofdetermination, occurred facts or information on the settlement of accounts affecting on
the judgement of investment occur, the Company discloses such facts in accordancewith the laws and regulations, including the Financial Instruments and Exchange Act,etc., as well as the “Regulations on Timely Disclosure, etc. of the Company Informationof the Issuer of Listed Securities” (hereinafter referred to as “Timely Disclosure
Regulations”) established by the Financial Instruments Exchange in which the Company
lists stocks.
Also, for the information that is not subject to the Timely Disclosure Regulations, theCompany, as a basic policy for information disclosure, conducts a fair/prompt andcomprehensive information disclosure to meet the demands from the investors andsecurity analysts.
(2) Method of Information Disclosure
The disclosure of the important information that is subject to the Timely Disclosure
Regulations is registered in the “Timely Disclosure Information Transfer System- 45 -

(TDnet)” provided by the Tokyo Stock Exchange in accordance with the above
Regulations.
After the registration, the Company promptly provides the same information to news
media, and the same information is posted on the website of the Company.
Also, even in the case where the information that is not subject to the Timely Disclosure
Regulations, etc. is disclosed, the Company endeavors to ensure that such information
is fairly transferred via the website of the Company, media, etc. in accordance with aspirit of the timely disclosure.
(3) Items to be Voluntarily Disclosed
The Company voluntarily discloses the information that is not subject to the Timely
Disclosure Regulations, etc., but is judged as being useful for the investment
judgement. The information so disclosed includes the “Medium- to Long-Term
Management Policy,” the monthly sales information, supplemental/presentationmaterials used in the financial results briefing, etc.
(4) Earnings Forecast and Future Prospect
In addition to the earnings forecast set forth in the statement of accounts, the Company
may include the future prospect and opinions in the media, briefings, various materials,
questions and answers, etc. In any case, any forecast or prospect, which did not
become a fact, is based on the judgement rendered by the Company on certain
assumptions at that time.
Therefore, please note that the future prospect may be changed without noticeaccording to the change of the assumptions, and the actual earnings may vary greatly
from such prospect due to various elements.
(5) Silent Period
In the Company, the period from the following date of the settlement of accounts tothe date of the announcement of the settlement of accounts is the silent period of IR
activities to prevent the divulgement of the information of the settlement of accounts
and to ensure the fairness of information disclosure. During such period, the Company
refrains from giving any comment on the settlement of accounts or any reply toquestions.
However, if any fact that is subject to the timely disclosure occurs during such period,
the Company will disclose such fact in accordance with the Timely Disclosure
Regulations.

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<Schema of Timely Disclosure System>- 47 -

- 48 -