April 1, 2024

Corporate Governance Guidelines
Asahi Group Holdings, Ltd.
Asahi Group Holdings, Ltd. (the “Company”), hereby clarifies the basic concept,
framework and operations guide regarding corporate governance of the company
group (the “Company Group”) consisting of the Company and its subsidiaries andaffiliated companies in accordance with these guidelines.
Basic Concept and Basic Policies regarding Corporate Governance
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
and vision for the future, reaffirms values cherished and handed down over the years,
and serves as its action guidelines for our stakeholders and the Group’s commitments
to them. 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.

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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 withall of our stakeholders by integrating sustainability and management and further
strengthening our core strategies such as digital transformation (DX) and researchand development (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.
I. 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 dialogues and practice appropriate collaboration based on its action
guidelines for stakeholders and the Group’s commitments to them, defined in the“AGP”, including customers, employees, society, business partners and shareholders.
The Board of Directors and management, including the President and Group CEO(“CEO”), Representative Director, of the Company shall carry out appropriate
communication and play a leadership role toward the realization of a corporate
culture of respecting all the stakeholders and collaboration therewith while giving theutmost priority to compliance.
II. Ensuring Proper Information Disclosure and Transparency Thereof
To promote constructive dialogues and appropriate communication with all
stakeholders, the Company shall appropriately disclose information by endeavoring
to provide easy-to-understand, useful information not limited to financial information
but also including non-financial information such as management strategies,
management

issues,allocationofresources,

sustainability, and R&D.

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risks,

corporate

governance,

III. 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 primarily by the President and Group CEO, Representative Director, for the
purpose of contributing to the sustainable growth and the increase of corporate value
over the medium- to long-term.
IV. Responsibilities of the Board of Directors, Audit & Supervisory Board
Members and the Audit & 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 valuethat is closely related to corporate value, the Board of Directors actively cooperates
with various stakeholders as it exercises the “AGP” and implements 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
▪ Determination of Medium- to Long-Term Management Policy and a policy on

business portfolio▪ Strengthening decision-making processes through the separation of executive

and supervisory functions▪ Deliberations on officer appointments and remuneration▪ Ensuring transparency, fairness, and appropriateness of officer appointments andremuneration through the Nomination Committee and Compensation Committee▪ Risk governance▪ Contingency measures of the Board of Directors

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 ofduties 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.

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In addition, the Nomination Committee ,the Compensation Committee and theSustainability Committee have been established to act as advisory bodies to theBoard of Directors. The majority of the members of the Nomination Committee andthe Compensation Committee and the half of the members of the Sustainability
Committee are independent Outside Directors.
Under the system of these discretional bodies, independent Outside Directors/Audit& Supervisory Board Members appropriately monitor the management, including theGroup CEO, of the Company with high effectiveness.

1． Relationship with Diverse Stakeholders
The Company set out the following action guidelines and commitments (Our
Principles) for enhancing corporate value, by working with its all stakeholders, in the“AGP.”
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(1) Management strategies and management plans
In the “Medium- to Long-Term Management Policy,” the Company will present theconcept of its long-term strategies, an ideal portfolio, and its core strategies, and,by steadily implementing these strategies, will strive to achieve sustainable growthand enhance corporate value over the medium- to long-term, as it sets its sights
on becoming a group that is trusted even by future stakeholders.
<Basic Concept behind Long-Term Strategies>
Contribute to sustainable society and respond to changing conceptions of wellbeing 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.

4・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 bothsociety 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
・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.
(2) Corporate Action Guidelines and Corporate Culture
In order to implement the “AGP”, the Company has prescribed specific practices for
adoption by employees in the form of the “The Asahi Group Code of Conduct.” In
addition, the Company will establish a “People Statement” and aim for the “desired
corporate culture” as indicated by the “AGP” and the People Statement.
The Company regularly surveys the compliance status of the “Asahi Group Code of
Conduct,” etc. and analyzes the results of the Engagement Survey. Receiving thereport on the survey analysis results, the Board of Directors reviews whether a
corporate culture that respects the intent and spirit of the guidelines has beenpromoted.
(3) Issues over sustainability such as social and environmental problems
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.
Identifying “Environment”, “Communities”, “Responsible Drinking”, “Health” and“People” as material issues, the Company promotes the Group’s sustainability
initiatives to accelerate the integration of sustainability and management.
The Company will strive to provide effective communication on the Group’s
sustainability initiatives by disclosing such information on its website.
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(Japanese version)
https://www.asahigroup-holdings.com/sustainability/index.html(English version)
https://www.asahigroup-holdings.com/en/sustainability/index.html(4) Diversity
The Company has developed a “Diversity, Equity & Inclusion Statement” and believes
that being a diverse and multicultural organization makes us stronger and moreinnovative, and is the key to our long-term success. The Company aims to create afuture where each individual is respected and their individuality is accepted, andwhere they can grow as an individual and as a professional. The Company will fostera corporate culture in which everyone can express themselves freely, where ideas
come from everywhere, and where all employees can contribute to a better future.
In addition, the Company aims to promote healthy living and the enrichment ofsociety worldwide, by providing a level of inspiration that exceeds people’s
expectations as a result of addressing their various needs and expectations. 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 termsof genders, ages, disabilities and nationalities.
(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/humancapital/index.html
2． Relationship with Shareholders and Investors(1) Ensuring rights of and equality among shareholders
The Company shall make suitable responses to substantially ensure the rights ofshareholders in accordance with applicable laws and regulations. The Company shallalso take full care of the interests of foreign and/or minority shareholders andimprove the environment in which shareholders can exert their rights appropriately.
Recognizing that every shareholder is equal in accordance with his/her equity interest,
the Company strives to ensure substantial equality of shareholders.
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Also, the Company strives to conduct appropriate information disclosure by posting
various information for shareholders and/or individual investors with updates, as
needed, on its website.
Also, consideration is given to the exercise of shareholders’ rights by foreign
shareholders. For this purpose, in addition to posting information for shareholders
and foreign investors on the English website, an English-version Convocation Noticeof the Annual General Meeting of Shareholders is issued.
Furthermore, the Company has streamlined a system that allows for dedicated staff,
who are not be subject to directives or orders from Directors, under the control of
the Audit & Supervisory Board, so that Audit & Supervisory Board Members canhandle claims from any minority shareholders against the Company or any officer,
independently from the Board of Directors or management, including the Group CEO,to ensure the substantial rights of minority shareholders.
The Company will take appropriate measures in accordance with its prescribedmethods after engaging in information cooperation with the transfer agent in cases
where institutional investors, etc. who own shares under the name of trust banks,etc. express their wish in advance to participate in the general meeting ofshareholders and exercise their voting rights in place of the nominee shareholders.
(2) General Meeting of Shareholders
The Company carefully studies and selects the date and time of the Annual General
Meeting of Shareholders so that its shareholders can sufficiently examine agenda
items for the meeting and exercise their voting rights. Accordingly, the opening timeis set to be in the afternoon of a date avoiding the so-called date of concentration.
The Convocation Notice of the Annual General Meeting of Shareholders is dispatchedat an early stage and is promptly disclosed on websites, the Listed Company Searchon the website for the Tokyo Stock Exchange, and an electronic voting platform nolater, in principle, than one week before it is dispatched.
The Company strives to enhance the provision of the various information considerednecessary for its shareholders to exercise their rights at the general meeting ofshareholders and delivers such information in the form of the Convocation Notice,
the Reference Materials for the General Meeting of Shareholders and the Business
Report. The Company also provides, as needed, the summary report of financial
results, timely disclosure and the posting of data on its website.
Moreover, the Company endeavors to improve the environment under which allshareholders can properly exercise their voting rights through measures such as theelectronic exercise of voting rights and preparation of an English version of theConvocation Notice.
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The Board of Directors of the Company analyzes the causes for the dissenting votes
on agenda items above a certain number and appropriately carries out dialogues withshareholders both direct and indirect.
(3) Dialogues with shareholders and investors
The Company’s stance of handling a request for an interview from any shareholder
and investor looking forward to a constructive dialogue that would contribute to thesustainable growth and the increase of corporate value over the medium- to longterm is that President and Group CEO, Representative Director, or Director shall
respond to such request depending on the purpose as necessary.
To promote constructive dialogues with shareholders and investors, the Company
shall appoint an officer who controls 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
shall endeavor to understand the shareholder structure and conduct various
explanatory meetings and visits to investors by the Representative Directors or
Directors, of which the results shall be shared with the Board of Directors and the
management, including the Group CEO, as needed.
As for the dialogues with shareholders and investors, the Company shall strive tocomply with fair disclosure rules.
(4) Increasing and upgrading information disclosure
To contribute to sustainable growth and increases in corporate value over the
medium- to long-term, the Company formulated the “Disclosure Policy” regarding its
information disclosure and proactively addresses the voluntary disclosure of
information in accordance with this policy.
Regarding financial and non-financial information disclosure, the Company strives toprovide further well-balanced information between financial and non-financial
information by publicizing the Integrated Report, Sustainability Report and Corporate
Governance Report, in addition to the statutory disclosure, timely disclosure andother information disclosures on the website.
Furthermore, the Company promotes constructive dialogues with investors at
explanatory meetings for investors by providing detailed explanations about nonfinancial information.
The Company prepares English materials for statutory documents, the Integrated
Report, Sustainability Report, Corporate Governance Report, closing accountsrelated materials and timely disclosure information from the viewpoint of fairness in8

information disclosure to domestic and overseas shareholders and investors. Suchmaterials are posted on the Company’s website as part of its information disclosure
to overseas shareholders and investors.
(Japanese version)
https://www.asahigroup-holdings.com/ir/management/disclosure.html(English version)
https://www.asahigroup-holdings.com/en/ir/management/disclosure.html(5) Capital policy, etc.
In order to address the sustainable growth and the increase of corporate value overthe medium- to long- term, the company balances financial soundness and improving
capital efficiency and ensures profitability that exceeds capital costs throughmeasures such as strengthening earning power, reducing capital costs, andenhancing shareholder returns. The Company explains its capital policy through the“Medium- to Long-Term Management Policy,” dialogue with investors at financial
results briefings and the general meeting of shareholders, as well as by filing the
Securities Report, timely disclosure and through the Integrated Report.
In the event that the Company attempts to implement any capital policy that mightcause a change in controlling rights or a large-scale dilution of shares (including shareofferings and management buyouts), the Board of Directors of the Company shallsufficiently explain its views to achieve shareholders’ understanding at occasions suchas press releases and individual explanatory meetings after having studied said
matter from the viewpoint of increasing corporate value and the common interestsof its shareholders. However, such matter shall be left eventually to the shareholders’judgment, and the Company shall not unduly inhibit the shareholders’ right to sell
the Company’s shares.
The Company shall take appropriate measures against any person who attempts tomake a large-scale purchase in accordance with the Financial Instruments andExchange Act, the Companies Act and other related laws and regulations such as
requesting provision of necessary and sufficient information for the shareholders toproperly determine whether to approve or disapprove the large-scale purchase,
disclosing the opinions, etc., of the Board of Directors of the Company andendeavoring to secure enough time for shareholders to contemplate the large-scalepurchase.

9(6) Basic policy regarding cross-shareholdings and the exercise of voting rights
relative to such 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 thesustainable growth and the increase of corporate value over the medium- to longterm of the Company, and whether they contribute to the common interests of theinvestee’s shareholders as well.
3． Board of Directors and Audit & Supervisory Board(1) Responsibilities of Directors and Management, including the Group CEO
Under the recognition that the sustainable growth and the increase of corporate value
over the medium- to long-term of the Company is a fiduciary responsibility, theDirectors and the management, including the Group CEO, recognize that corporate
value is not only a financial value but also the sum of social values closely related
therewith. Under the aforementioned recognition, they put into practice thecooperation with various stakeholders in the course of practicing the “AGP” andpromoting the “Medium- to Long-Term Management Policy.”
In order to fulfill the aforementioned role, the Board of Directors engages in thefollowing activities.

▪

For discussions on management’s approach to the ultra-long term, the Company
aims to enhance foresight into medium- and long-term changes in the businessenvironment and strengthen management for sustainable growth by promoting
discussions on ultra-long term megatrends.
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▪

The Company strives to strengthen proactive and determined management forenhancement of corporate value over the medium to long term by establishingimportant corporate strategies such as the “Medium- to Long-Term Management
Policy” and a policy on business portfolio, and revising them when necessary.

▪

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.

▪

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

▪

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

▪

The Sustainability Committee has been established as an advisory body to theBoard of Directors. The Committee deliberates and offers recommendations onfurther promoting the integration of sustainability and management, and key
sustainability themes from professional perspectives. Thereby, the Company
monitors the initiatives on sustainability more effectively.

▪

The management, including the Group CEO, provides appropriate support forrisk-taking by establishing the internal control system and risk management
systems, such as the enterprise risk management (ERM) system, in order toreduce risk and control overall risk, and determining risk appetite.

▪

The Board of Directors clarifies the contingencies to be addressed by the Boardof Directors, defines the roles of Outside Directors, and establishes procedures
for addressing such contingencies, including cooperation with the Audit &Supervisory Board. In addition, the Board of Directors will carry out the11appropriate crisis management measures, such as the monitoring of responses
to emergencies by the Directors in charge of business execution.
Management, including the Group CEO, makes drafts prepared for management
strategies, “Medium- to Long-Term Management Policy” and annual management
plans, in accordance with the business environment. In deliberating these plans, theBoard of Directors takes care to plan the meetings as a venue for constructive
discussion by avoiding ritual discussion with measures as needed such as sharing
information with Outside Directors and a preliminary explanation of agenda items
thereto in the review process carried out by the management, including the Group
CEO, or by receiving opinions from the Audit & Supervisory Board Members, thereby
aiming for the sustainable growth and the increase of corporate value over the
medium- to long-term of the Company.
The Board of Directors and management, including the Group CEO, consider that it
is essential for them to obtain shareholders’ understanding of the Company’s
management strategies for the sustainable growth and the increase of corporate
value over the medium- to long-term of the Company.
The Board of Directors strives to explain to shareholders and investors, precisely andcarefully, its basic policy on long-term business portfolio, management policies suchas profit planning and allocation of resources, which are key components of suchmanagement strategies, and other major issues addressed thereby.
The Board of Directors and management, including the Group CEO, recognize that“Medium- to Long-Term Management Policy” is one of the most important
commitments made to shareholders, and identify and analyze the progress of thepolicy.
The Board of Directors strives to deepen dialogues with stakeholders and considers
the “Medium- to Long-Term Management Policy” a part of an “engagement agenda(agenda for constructive dialogues).”
The Board of Directors decides personnel affairs and remuneration matters ofexecutive directors such as representative directors, and management, including theCEO, every fiscal year based on the initiatives of the “Medium- to Long-Term
Management Policy” and the results of performance evaluations with reference toannual plan.
The Directors shall appropriate the time and labor that are required to fulfill theirroles and responsibilities, and concurrent positions shall be limited to a reasonable
extent. (Refer to 5. Supplementary information (2).)
The Board of Directors strives to keep an atmosphere in which free, vigorous andconstructive discussions are ensured by offering occasions for discussions andexchange of opinions between outside officers and executive directors such as12

representative directors (management, including the Group CEO), regarding theagenda items that should be discussed at the Board of Directors and the businessclimate surrounding the Company.
(2) Audit & Supervisory Board Members’ responsibilities
Audit & Supervisory Board Members understand that they are, together with
Directors, responsible for the governance of the Company, and that corporate value
is not only a financial value but also the sum of social values closely related therewith,
under the recognition that they have a fiduciary responsibility to contribute to thesustainable growth and the increase of corporate value over the medium-to longterm of the Company. With this in mind, Audit & Supervisory Board Members shallcontribute to the sustainable growth and the increase of corporate value over the
medium-to long-term of the Company, and endeavor to prevent damage to corporate
value, by auditing the execution of duties by Directors reporting as necessary to theBoard of Directors or to Directors and expressing their opinions and so on at meetingsof the Board of Directors.
Audit & Supervisory Board Members shall appropriate the time and labor that are
required to fulfill their roles and responsibilities, and concurrent positions shall belimited to a reasonable extent. (Refer to 5. Supplementary information (2).)(3) Succession plan
The Company regards the succession planning involving its Group CEO and Directors
as one of the matters of utmost priority, and accordingly draws up a succession planpertaining to the Group CEO, Directors and others, pursuant to requirements
demanded of the Group CEO and Directors as individuals, and the composition of theentire Board of Directors. The Board of Directors properly supervises the successionplan.
Based on the succession plan, the Company makes appointments and assignments
according to plan, engages in coaching of successor candidates, and carries out
training, etc. for successors of the next and subsequent generations. Meanwhile, theCompany arranges professional assessments by external organizations and makes
use of such means as 360-Degree Feedback in-house. The Nomination Committee
regularly monitors and reviews such plans as necessary.
For the Directors and Audit & Supervisory Board Members, the Company provides
training required for their roles and responsibilities on a regular basis. The Company
provides Outside Directors/Audit & Supervisory Board Members with information
relating to the overview of the Asahi Group including its businesses, financial affairs

13and organizations, and implements measures, such as office visits, to facilitate theirunderstanding of the Group and human resources as needed.
(4) Structure of the Board of Directors (Composition of the Nomination Committee,
Compensation Committee and Sustainability Committee)
To ensure balance and diversity in terms of the knowledge, experience, and abilityof the entire board deemed necessary for the sustainable growth and the increase of
corporate value over the medium- to long-term of the Company, the Company has
decided that the Board of Directors is to be composed of appropriate number of
persons suitable as the Company’s Directors who have a wealth of experience,excellent insight, and expertise and ability required by the Company, with reference
to the “Skill Matrix of the Board of Directors,” which clearly states the personalrequirements of company directors based on the Asahi Group Philosophy, along with
the Asahi Group Code of Conduct, and corporate management strategy. Of Directors,
Outside Directors shall be persons who meet the requirements of independent officers
as defined by the Company, and at least more than half of the 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.
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, President and Group CEO,
Representative Director, and in formulating the remuneration system for Directors.
The committees shall be made up of five individuals, namely three independent
Outside Directors and two internal Directors; therefore, a majority of the members
are independent outside officers. The committees shall be chaired by an independent
Outside Director, and shall deliberate and make decisions on important matters basedon regulations determined upon resolutions by the Board of Directors.
To enhance a monitoring system of the Board of Directors by further promoting the
integration of sustainability and management, and deliberating and offering
recommendations on key sustainability themes from professional perspectives, theBoard of Directors shall establish the Sustainability Committee. The Committee
consists of 2 Outside Directors and 2 Internal Directors including President and Group
CEO, Representative Director, and President and Group CEO, Representative Director,
is appointed as its chairperson.

14(5) Election and dismissal of Directors, Audit & Supervisory Board Members, andmanagement, including the Group CEO
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.
・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, theCommittee shall nominate candidates for Director and Audit & Supervisory Board
Members, as well as management, including the Group CEO, respectively.
・With regard to the Group CEO, in the event that there is a possibility that thecriteria for dismissal as determined by the Board of Directors has been met, theNomination Committee shall deliberate, and after the result of these deliberations
has been verified by the Board of Directors, the relevant individual shall not be
nominated as a candidate for Director, and he or she shall also be dismissed fromthe position of Group CEO.
(6) Remuneration

forexecutive

directors,

such

as

representative

directors(management, including the Group CEO)
Remuneration for executive directors, such as representative directors (management,
including the Group CEO), is determined within the total remuneration amount thathas been determined at the General Meeting of Shareholders in advance. When
determining remuneration at the Board of Directors, the content is considered at theCompensation Committee, which is an advisory body with outside officers accounting
for more than half and an Outside Director serving as the chairperson, to improvetransparency and objectivity, and is determined through fair processes.
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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.
The remuneration amount for each Director shall be deliberated and determined by
the Compensation Committee, based on the evaluation of the individual by theCompensation Committee and the extent to which performance targets are achieved.
In addition to “basic remuneration” and “annual bonus” linked to short-term
performance, the specific composition of the remunerations shall include a “mediumterm bonus” linked to medium-term performance, and a “stock compensation,”
intended to motivate recipients to achieve sustainable growth and corporate value
over the long term, and to align interests and risks with those of shareholders.
In addition to individual evaluation, the “Medium-Term Bonus Plan” shall introduce
social value indicators as performance indicators to strengthen the motivation of
Directors to improve corporate value not only from the perspective of financial value,such as sales and profits, but also from the viewpoint of enhancing social value
through initiatives related to the environment, society and corporate governance. In
terms of specific social value indicators, the performance indicator shall consist ofinternal targets (targets regarding climate change, containers & packaging,communities, responsible drinking, and DE&I targets) and external investment
evaluations related to environmental and social issues (ESG indices), which will be
evaluated on the extent to which targets are achieved over three years, so as toobjectively and fairly assess the improvement in the Company’s social value, andreflect this in remuneration.
(7) Independent Outside Directors and Independent Outside Audit & Supervisory
Board Members
The Company has elected independent Outside Directors and independent Outside
Audit & Supervisory Board Members, each with a broad stakeholders’ viewpoint, tocontribute to the sustainable growth and the increase of corporate value over the
medium- to long-term of the Company and enhancement of social value.
The Board of Directors has established standards as set forth in 5. Supplementary
information (3) for objectively assessing the independence of the Outside Directors
and Outside Audit & Supervisory Board Members. An Outside Director/Audit &Supervisory Board Member lacks sufficient independence for the Company if any of
the standards apply.
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The Company shall elect experts, etc., who have a variety of experience and broad
insight as Outside Directors and Outside Audit & Supervisory Board Members, in orderthat the Company receives useful advice given their expertise and/or broad
viewpoints and reflects their opinions in the management of the Company, including
through deliberations of each agenda item at the Board of Directors meetings.
(8) Delegation of authority to President and Group CEO, Representative Director, andexecutive directors (management)
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 President and Group CEO, Representative Director, delegate the execution ofsuch matters to the President and Group CEO, Representative Director, and executive
directors. The Board of Directors shall receive reports from the President and GroupCEO,

Representative

Director,astheindividual

ultimately

responsibleformanagement and execution, and from the executive directors, as the individuals
responsible for execution in the various operations, and supervise them accordingly.
(Refer to 5. Supplementary information (1).)(9) Roles and responsibilities of the Audit & Supervisory Board Members and the Audit& Supervisory Board
The Audit & Supervisory Board of the Company consists of five Audit & Supervisory
Board Members, of which three shall be Outside Audit & Supervisory Board Members
who meet the requirements of independent officers as defined by the Company.
(Refer to 5. Supplementary information (3))
For Audit & Supervisory Board Members, individuals who possess abundant
experience, extensive insight, and high-level expertise and ability required of theCompany based on the “Audit & Supervisory Board Skill Matrix” that clarifies therequirements of the Company’s Audit & Supervisory Board Members are elected.
Moreover, some employees who are not subject to directives or orders from Directors
and management, including the Group CEO, are assigned as dedicated staff underthe Audit & Supervisory Board.
The Standing Audit & Supervisory Board Members attend important meetings suchas Corporate Management Board; examine important documents for approval; collectinformation from the Directors, the organizations in charge of internal audit and other
employees; report the collected information to the Audit & Supervisory Board;
discuss with the Outside Audit & Supervisory Board Members; and conduct
appropriate audits on the management of the Company.
17In addition, the Audit & Supervisory Board Members strive to strengthen collaboration
through the exchange of information with Outside Directors, as the need arises, andother means.
In fulfilling their roles and responsibilities, the Audit & Supervisory Board Members
and the Audit & Supervisory Board positively and aggressively exert their authority
and appropriately determine and conduct matters from an objective, independent
standpoint, by taking into account their fiduciary responsibility to shareholders.
Under such an auditing system, their duties are not limited to the so-called legitimacy
audit as they integrate the expertise held by Outside Audit & Supervisory Board
Members and the information held by internal Audit & Supervisory Board Members.
(10)Internal control

The Board of Directors has formulated the “Basic Policies on Development of anInternal Control System” and regularly receives reporting and confirms the overall
operating status of the risk management system. The Board of Directors receives
reporting and confirms regularly the conditions of the internal control for financial
reporting.
(11)

Risk management

Enterprise Risk Management (ERM) has been introduced for the entire Company
Group.
Each Group Company identifies and evaluates major risks that could hinder theachievement of business goals in all areas, including strategy and operations,formulates a response plan, and implements and monitors the plan on an ongoingbasis. Each Group Company reports the details of its initiatives to the Risk
Management Committee, which monitors them, and the Committee members
themselves identify, evaluate, formulate response plans for, implement, and monitor
major risks for the Group as a whole.
The Committee also reports to the Board of Directors to confirm and evaluate theeffectiveness of these initiatives and risk management processes, and the Board of
Directors supervises these initiatives and risk management.
The Board of Directors establishes contingencies to be addressed by the Board of
Directors and has established a policy for dealing with such contingencies.
In the event of a major accident, disaster, or scandal, the Company has establisheda system to respond by establishing an "Emergency Response Headquarters" headedby the President and Group CEO, Representative Director.

18

(12)

Internal reportingIn accordance with the “Basic Policies on Development of an Internal Control System”
that was formulated by the Board of Directors, the Company has established aninternal reporting system. Not only an internal contact but also external contacts thatare independent from management are available, enabling communication withexternal lawyers and/or Audit & Supervisory Board Members.
In the internal reporting system, informants are protected as it is clearly forbidden
to treat the informants at a disadvantage and anonymous whistle blowing is allowed
according to the internal regulations. The reported information will be managed
strictly in secrecy and appropriately handled according to the internal regulations.
The operating status of the internal reporting system is regularly reported to theBoard of Directors, which oversees said operating status.
(13)

Evaluation of the Effectiveness of the Board of Directors and Audit &Supervisory Board
Every year, the Board of Directors shall regularly evaluate, analyze and verify the
progress of the “Medium- to Long-Term Management Policy” and the implemented
status of the annual management plan based on the “Medium- to Long-Term
Management Policy,” as well as review and execute improvements of such year’s andfollowing year’s management plans. The Board of Directors shall strive to improve its
functions with these measures, thereby intending for the sustainable growth and theincrease of corporate value over the medium- to long-term of the Company.
To contribute to the increase of corporate value over the medium- to long-term of
the Company, the Company shall analyze and evaluate the effectiveness of the Boardof Directors and Audit & Supervisory Board.
Every year, the Board of Directors shall conduct the evaluation of the effectivenessof the Board itself and disclose the summary of the evaluation results. The Board of
Directors shall strive to improve issues recognized under the evaluation and improvethe effectiveness furthermore. Likewise, the Company shall also evaluate theeffectiveness of the Nomination Committee and Compensation Committee.
Every year, the Audit & Supervisory Board shall conduct the evaluation of theeffectiveness of the Board itself and disclose the summary of the evaluation results.
The Audit & Supervisory Board shall strive to improve issues recognized under theevaluation and improve the effectiveness furthermore.
(14)

Transactions with related parties

With regard to all of its transactions including those with related parties which are
executed by the Company, the Company examines their appropriateness from19

professional viewpoints such as finance, accounting, taxation and legal affairs
depending on the transaction scale and significance and executes them given thenecessary approvals, in accordance with internal regulations.
The content of the respective 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.
Conflicting interest transactions by Directors are conducted upon approval of theBoard of Directors in accordance with applicable laws and regulations, and the results
thereof are reported to the Board of Directors.
(15)

Access to information of the Board of Directors and support system

To activate deliberations at the Board of Directors, the Company delivers materials
for meetings of the Board of Directors prior to the meeting by ensuring sufficient time
for preliminary examination by the Directors and Audit & Supervisory Board Members
depending on the content thereof. The Company also provides, as needed, othernecessary materials that could serve to further understand management conditionsin addition to said materials for meetings of the Board of Directors.
Annual schedules and intended agenda items for the Board of Directors are
determined in advance considerably ahead of the scheduled meetings of the Boardof Directors upon schedule adjustment. The frequency of meetings of the Board of
Directors is set by taking into account timely and appropriate deliberations thereat.
When meetings are held, to ensure sufficient time for deliberation, the items to be
discussed and the time for a meeting of the Board of Directors are coordinatedaccordingly.
The Directors and Audit & Supervisory Board Members actively strive to collectinformation to effectively fulfill their roles and responsibilities.
Also, the Company supports the exchange of information and knowledge among
outside officers by providing a place, separate from the meetings of the Board of
Directors, where Outside Directors and Outside Audit & Supervisory Board Members
can regularly exchange information.
The Company has established a secretariat both at the Board of Directors and the
Audit & Supervisory Board, assigned appropriate persons thereat and supports therespective secretariats by providing necessary information thereto. The secretariatof the Board of Directors and the secretariat of the Audit & Supervisory Board respondto requests on information from each Director/Audit & Supervisory Board Member toprovide necessary information to the utmost extent.

20

Furthermore, the Directors and Audit & Supervisory Board Members receive advice
from external specialists including attorneys at law and Certified Public Accountants
to obtain reference information for deliberation at the Board of Directors.
(16)

Training of Directors and Audit & Supervisory Board Members

The Company has set the requirements according to the stage of each officer thatare necessary for the sustainable growth and the increase of corporate value overthe medium- to long-term of the Company. Based on said requirements, theCompany 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 theindividual 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
office by any Outside Director/Audit & Supervisory Board Member.
(17)

Measures as asset owners

With regard to the management of the corporate pension funds, the Company willtake measures to perform its role as an asset owner.
In particular, the Company strives to reliably ensure the payment of pension funds
to beneficiaries, now and in the future, formulating strategic asset composition ratio
from medium- 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
to each Group Company with utilizing the expertise of external advisors.

21

4． Accounting Audit(1) Independent Accounting Auditor
The Company provides an appropriate audit environment to guarantee fair andproper audits by the Independent Accounting Auditor. This policy includes ensuring
sufficient audit time that enables high-quality audits, ensuring due cooperation suchas communications with management including the Group CEO and Group CFO (Chief
Financial Officer), and holding information exchange meetings with the Audit &Supervisory Board Members and the organizations in charge of internal audit.
Should any defect or problem be identified or a fraud requiring corrective measures
be discovered by the Independent Accounting Auditor, management, including theGroup CEO, and/or the heads of the respective organizations shall respond by dealing
with such problems depending on the significance. Moreover, if required by the
Independent Accounting Auditor, appropriate measures are taken including additional
audit proceedings, etc.
(2) Election and evaluation of the Independent Accounting Auditor
The Audit & Supervisory Board Members oversee and verify that the Independent
Accounting Auditor maintains its independence and carries out appropriate audits andconfirms that the auditing methods used by the Independent Accounting Auditor andthe results of its audit are appropriate.
Meanwhile, the Company confirms that the Independent Accounting Auditor isindependent in accordance with the “Guidance on Independence” published by theJapanese Institute of Certified Public Accountants and verifies and confirms that the
Independent Accounting Auditor has the necessary expertise.
In electing and evaluating the Independent Accounting Auditor, based on theStandards for Election, Dismissal or Refusal of Reelection of the Accounting Auditor
set by the Audit & Supervisory Board, the following factors are examined and judged
in a comprehensive manner: it shall have a certain company scale and global network,
which ensure efficient auditing services that are commensurate with the range of theCompany’s extensive business content; its evaluation system shall be highly
streamlined with independence and transparency being ensured; the hours of audit,
the specific procedure for conducting audits and audit expenses are reasonable andvalid; and audit quality, the past achievements of audits, regular rotation of lead
engagement partners and external assessments are exemplary.

22

5． Supplementary information(1) List of matters subject to resolution at the Board of Directors
1. Matters regarding the Management Basic Policy(1) Establishment and significant revision of the corporate philosophy(2) Establishment and significant revision of the basic policy and guideline on
corporate governance(3) Establishment and significant revision of the basic policy on the succession
plan(4) Establishment and revision of basic policy for the purpose of developing an
Internal Control System in accordance with the Companies Act
2. Matters regarding the medium- to long-term and annual management andclosing accounts-related matters(1) Determination

andsignificant

revisionofMedium-toLong-Term

Management Policy and annual management plans(2) Determination of evaluation regarding effectiveness of the Board of
Directors and outline of its results“Matters regarding financial results and dividends”
3. Matters regarding the General Meeting of Shareholders“Matters designated by law”
4. Director-related matters(1) Determination of candidates of Directors(2) Election and dismissal of representative directors(3) Order of substitute officers to fill the position in case the Representative
Director is prevented from acting as such(4) Election and dismissal of the Chairman of the Board of Directors, President
and other Directors with titles(5) Election and dismissal of EVP (Executive Vice President)(6) In case the Chairman of the Board of Directors is absent or is prevented
from acting as the Chairman of the Board, the decision of and change in theorder of other Directors who should act as such to preside over the Boardof Directors meeting by convening said Board of Directors meeting(7) Directors’ duties in charge(8) Election

anddismissalofcommittee

membersoftheNomination

Committee, the Compensation Committee and Sustainability Committee(9) Determination of the remuneration systems for Directors(10) Matters regarding provision of bonuses for Directors, etc.
(11) Revision and abolition of Stock Distribution Regulations for remuneration23

of Directors(12) Approval of any competitive transactions conducted by Directors(13) Approval of any transactions between Directors and the Company or
Directors’ transactions with the Company for the sake of a third party(14) Approval of any conflict-of-interest transactions between the Company andDirectors(15) Amendment of Regulations of the Board of Directors, and revision andabolition of Regulation of the Nomination Committee, Regulation of theCompensation Committee and Regulation of the Sustainability Committee
5. Personnel-related matters(1) Election and dismissal of the Group CEO (Chief Executive Officer) and GroupCxO (Chief x Officer)(2) Appointment and dismissal of key employees(3) Approval or disapproval regarding the election and/or dismissal of CEO, etc.,of the RHQ (Regional Headquarters)
6. Share/Bond-related matters“Matters, etc., designated by law”
7. Matters regarding important execution of duties(1) Disposal of and transfer of significant assets and large amounts ofborrowing by the Company and its subsidiaries(2) Business reorganizations, mergers, company splits, share exchanges, sharetransfers,

transfers/acquisitionsofbusiness,

importantbusinessalliances/dissolution of alliances, or similar or equivalent acts by theCompany and its important subsidiaries(3) Entry in and withdrawal from any important business by the Company andits subsidiaries(4) New

establishments,

reorganization

andabolitionsofimportantorganizations(5) Designation and changes in important subsidiaries
8. Matters that are not provided for in the Board of Directors Regulations, but
require resolution of the Board of Directors in accordance with legal resolutions
or internal regulations
9. Matters of which authority has been given to the Board of Directors upon
resolution of a General Meeting of Shareholders
10. Other matters which the Chairman and Director or President and Director findnecessary(2) Explanation about election of senior management, Directors and Audit &24

Supervisory Board Members, as well as concurrently held positions at other listedcompanies
Akiyoshi Koji: Chairman of the Board
Since being appointed a Director of the Company in 2007, Akiyoshi Koji has served
as President and Representative Director of Asahi Breweries, Ltd., President andRepresentative Director, COO of the Company, and since 2018, President and CEO,
Representative Director, and has been promoting sustainable growth and increased
corporate value over the medium- to long-term. Since 2021, as Chairman and
Director he has served as the Chairman of the Board of Directors of the Company,and has taken an integral role in increasing the effectiveness of the Board of
Directors. He has been essential in the fair and open operation of the Board of
Directors, prompting

active involvement andexpression of opinions andrecommendations by Outside Directors, and managing proceedings that encourage
substantial dialogue between Outside Directors and Internal Directors. In addition,
he has played a central role in creating sustainable mechanisms of the Board of
Directors, which forms the basis of increased corporate value over the medium- tolong -term.
Furthermore, he sufficiently possesses the insight, expertise, and ability required
as a Director of the Company due to his experience as a top management of theCompany over many years. In particular, he can be expected to demonstrate seniorleadership, insight and expertise in finance, human resources, and culture, longterm strategic skills supported by foresight and a backcasting mindset,
discontinuous growth skills to transform business structures and earnings models,and sustainability skills that take an entire business perspective for continuous
development.
Accordingly, we deem that Akiyoshi Koji is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of theBoard who has diverse insight, expertise, and capabilities for increasing theeffectiveness of the decision-making and oversight functions of the Board of
Directors.
Concurrent positions: Outside Director of Imperial Hotel, Ltd.
Atsushi Katsuki: President and Group CEO, Representative Director
Since being appointed a Director of the Company in 2017, Atsushi Katsuki has been
responsible for alliances & M&As and many domestic and overseas businesses, andhas a track record that includes promoting the restructuring of the businessportfolio. Serving as President and CEO, Representative Director, he has worked torealize sustainable growth in our existing businesses, centered on beer, while25

leveraging the foundation of those businesses to expand into peripheral and new
business and service domains, based on the “Medium- to Long-Term Management
Policy” enlisting an approach that entails backcasting from megatrends. Moreover,while increasing the competitiveness of each of the Company’s Regional
Headquarters in areas including Japan, Europe, Oceania, and Southeast Asia, he
has also built systems to create synergies between these regions.
Furthermore, he sufficiently possesses the insight, expertise, and ability required
as a Director of the Company through his experience as CEO of overseas Regional
Headquarters, a Director and CFO of the Company. In particular, he can be
expected to demonstrate insight and expertise regarding long-term strategy,
sustainability, senior leadership, and finance, discontinuous growth skills supported
by knowledge and experience regarding M&A, and decision-making skills from a
global perspective, using his extensive experience overseas.
Accordingly, we deem that Atsushi Katsuki is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of theBoard who has diverse insight, expertise, and capabilities for increasing theeffectiveness of the decision-making and oversight functions of the Board of
Directors.
Keizo Tanimura: Director EVP and Group CPO
Since being appointed as a Director of the Company in 2019, Keizo Tanimura’s
responsibilities have included administration and governance. His track record
includes promoting a succession planning system for the Group’s executives andthe construction of a system for human resources and compensation global policy,
and he has also promoted reinforcement of the operating foundation of governancefor increasing the effectiveness of the Board of Directors. Moreover, he built a trackrecordthat

includesnumerousachievements

such

as

drivingsignificant

improvement in external ESG assessments through his efforts in promoting the
integration of sustainability and management as well as environmental measures
including reducing CO2 emissions. His efforts have also resulted in high scores withrespect to employee engagement from coordinating initiatives among the Regional
Headquarters, which involved drawing up a Group-wide personnel policy andengaging in diversity, equity and inclusion (DE&I) initiatives.
Furthermore, he sufficiently possesses the insight, expertise, and ability required
as a Director of the Company through his extensive experience at multiple
companies, including as Director of an overseas Regional Headquarters. In
particular, he can be expected to read the future trends of DE&I and ESG anddemonstrate human resources and cultural skills from a global perspective and26sustainability skills through tapping into the power of inclusiveness of diverse
cultures, along with risk and governance skills based on insight and expertise
regarding governance.
Accordingly, we deem that Keizo Tanimura is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of theBoard who has diverse insight, expertise, and capabilities for increasing theeffectiveness of the decision-making and oversight functions of the Board of
Directors.
Kaoru Sakita: Director EVP and Group CFO
Since assuming the role of Director of the Company in 2022, Kaoru Sakita has been
responsible for the areas of finance, procurement, and IT, and as a CFO, he madea track record that includes having contributed to improving the robustness of our
financial position by optimizing our global cash management system and by
reducing financial liabilities. Additionally, he has promoted the materialization of
innovation in three key areas of the Company’s DX strategy (processes,organization, and business models) and established Asahi Global Procurement Pte.
Ltd. in Singapore to improve Group-wide procurement capabilities.
With an extensive experience of having served in the Group in areas that include
finance and corporate planning and as a COO of overseas Regional Headquarters,
he has played an important role in the Company’s growth enlisting his high-level
expertise and knowledge in global management, and he sufficiently possesses theinsight, expertise, and ability required as a Director of the Company. In particular,
he is expected to demonstrate insight and expertise regarding long-term strategic
perspective, finance, and procurement, discontinuous growth skills backed byextensive experience in alliances and M&As, and decision-making skills from a
global perspective, using his extensive experience overseas.
Accordingly, we deem that Kaoru Sakita is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of theBoard who has diverse insight, expertise, and capabilities for increasing theeffectiveness of the decision-making and oversight functions of the Board of
Directors.
Naoko Nishinaka: Director EVP
Naoko Nishinaka has a wealth of experience and abilities related to supply chainsand quality assurance through her work history in the fields of quality assurance,
brewing technology, and beer development starting with her position as the person
responsible for the quality assurance sections at the Company and its groupcompanies. Since being appointed as Standing Audit & Supervisory Board Member27

of the Company in 2020, through auditing the status of activities at the Company
and its domestic and overseas group companies by attending meetings of theBoard of Directors and other important meetings, she has appropriately performed
the role of auditing the execution of duties by the Company’s Directors, including
the internal control system.
She sufficiently possesses the insight, expertise, and ability required as a Directorof the Company through her abundant experience related to manufacturing andquality at the Group as well as her abundant experience in compliance, risk
management and auditing as Standing Audit & Supervisory Board Member of theCompany. In particular, she can be expected to demonstrate risk and governanceskills based on her insight and expertise in long-term strategy, sustainability, seniorleadership, and governance backed by her abundant experience at the Group.
Accordingly, we deem that Naoko Nishinaka is a human resource necessary to thecomposition of the Board of Directors as a member of the Board who has diverse
insight, expertise, and capabilities for increasing the effectiveness of the decisionmaking and oversight functions of the Board of Directors.
Christina L. Ahmadjian: Outside Director
Since being appointed as an Outside Director of the Company in 2019, Christina L.
Ahmadjian has participated in discussions and activities that contributed to
substantial and appropriate supervision of the Board of Directors from theperspectives of ESG, sustainability, and a global perspective, based on her
viewpoints as a university professor and an expert in risk and governance, humanresources and culture, as well as her experience as an outside officer of othercompanies.
Furthermore, as Chairperson of the Compensation Committee, to enhance thesupervisory function of the Board of Directors, she has led the operations of thecommittee in a fair and transparent manner, and reported to the Board of Directors
on matters such as the establishment of social value indicators for the mediumterm bonus and bonus payment plans. In addition, as a member of the Nomination
Committee, she gave specific opinions and recommendations regarding the Boardof Directors Skill Matrix, oversight of the CEO succession plan, and other matters.
As amemberof the Sustainability Committee,

she

gave

opinions andrecommendations on strengthening the Group’s sustainability governance systemand on further integration of sustainability and management.
She is expected to demonstrate sustainability, global, risk and governance, humanresources and cultural skills supported by her experience and insight.
Accordingly, we deem that Christina L. Ahmadjian is a necessary human resource

28

who is indispensable to the composition of the Board of Directors, mainly to provide
a supervisory function from the perspective of an expert on global organizational
culture and other matters for increasing the effectiveness of the decision-making
and oversight functions of the Board of Directors.
Concurrent positions: Outside Director of Sumitomo Electric Industries, Ltd.,
Outside Director of NEC Corporation, Member of the Board (Outside Director) of
NGK SPARK PLUG CO., LTD.
Kenichiro Sasae: Outside Director
Since being appointed as an Outside Director of the Company in 2022, Kenichiro
Sasae has participated in discussions and activities that contributed to substantial
and appropriate supervision of the Board of Directors on global business execution
from the perspective of geopolitical risk and international affairs, based on his
extensive

knowledge

andexperience

regardinginternational

politics

andeconomics, as well as his experience as an outside officer of other companies.
Furthermore, as Chairperson of the Nomination Committee, to enhance thesupervisory function of the Board of Directors, he has led the operations of thecommittee in a fair and transparent manner, and reported to the Board of Directors
on matters such as the Board of Directors Skill Matrix, oversight of the CEO
succession plan, and proposals regarding officer appointments. Furthermore, as amember of the Compensation Committee, he gave specific opinions andrecommendations regarding reports on matters such as the establishment of social
value indicators for the medium-term bonus and bonus payment plans. He is
expected to demonstrate ability in long-term strategy, global, senior leadership,and risk and governance skills supported by his experience and insight.
Accordingly, we deem that Kenichiro Sasae is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of theBoard who has diverse insight, expertise, and capabilities for increasing theeffectiveness of the decision-making and oversight functions of the Board of
Directors.
Concurrent positions: President of The Japan Institute of International Affairs,
Outside Director of SEIREN CO., LTD., Outside Director of MITSUBISHI MOTORSCORPORATION, External Director of Fujitsu Limited
Tetsuji Ohashi: 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 supervision of the Board of Directors such as asking questions andraising concerns about group governance and global business execution that grasp

29

the essence based on 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 andrecommendations regarding the Board of Directors Skill Matrix, oversight of the
CEO succession plan, proposals for officer appointments, and other matters.
Furthermore, as a member of the Compensation Committee, he gave specificopinions 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 to demonstrate ability in long-term strategy,
global, discontinuous growth, senior leadership, and finance skills supported by hisexperience and insight.
Accordingly, we deem that Tetsuji Ohashi is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of theBoard who has diverse insight, expertise, and capabilities for increasing theeffectiveness of the decision-making and oversight functions of the Board of
Directors.
Concurrent positions: Chairman of the Board of Komatsu Ltd., Outside Director of
Yamaha Motor Co., Ltd., Outside Director of Nomura Research Institute, Ltd.
Mari Matsunaga: Outside Director
Since being appointed as an Outside Director of the Company in 2023, Mari
Matsunaga has participated in discussions and activities that contributed to
substantial and appropriate supervision of the Board of Directors from theperspective of new business models and new businesses aimed at the Company’ssustainable growth based on her experience in developing new services andcreating 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 andrecommendations on strengthening the Group’s sustainability governance systemand on further integration of sustainability and management.
She can be expected to demonstrate skills 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 human resource who is
indispensable to the composition of the Board of Directors as a member of theBoard who has diverse insight, expertise, and capabilities for increasing theeffectiveness of the decision-making and oversight functions of the Board of
Directors.

30

Concurrent positions: Representative of Mari Matsunaga Office, Outside Director of
Seiko Epson Corporation
Chika Sato: Outside Director
Chika Sato has many years of experience in 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 seniorleadership, discontinuous growth, human resources, and cultural skills based onher abundant global experience in organizational and leadership development,
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 insight in
the field of human resources at global companies, and to actively give opinions andrecommendations at meetings of the Board of Directors aimed at improving thehuman capital of the Group.
Accordingly, we deem that Chika Sato is a human resource necessary to thecomposition of the Board of Directors as a member of the Board who has diverse
insight, expertise, and capabilities for increasing the effectiveness of the decisionmaking and oversight functions of the Board of Directors.
Melanie Brock：Outside Director
Melanie Brock sufficiently possesses the insight, expertise, and ability required asa Director of the Company, including global, senior leadership, risk andgovernance, human resources, and cultural skills, based on her abundant global
experience including her work history in key positions at groups connecting thefinancial worlds of Japan and 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 global consulting activities and experiencein diversity promotion, etc., and can be expected to actively point out and makerecommendations on management issues from a global perspective, as well as toactively give opinions and recommendations at meetings of the Board of Directors
based on 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 as a member of the Board who has diverse
insight, expertise, and capabilities for increasing the effectiveness of the decisionmaking and oversight functions of the Board of Directors.
Concurrent positions: Representative Director of Melanie Brock Advisory Ltd.,
Director of the Board (External) of SEGA SAMMY HOLDINGS INC., Outside Director31

of MITSUBISHI ESTATE CO., LTD., Outside Director of Kawasaki Heavy Industries,
Ltd.
Yukitaka Fukuda: Standing Audit & Supervisory Board Member
Yukitaka Fukuda has abundant management experience in the Group, mainly infinance 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 ofAsahi Group Japan, Ltd.
He possesses a high level of expertise in finance and accounting necessary for an
Audit & Supervisory Board Member of the Company, a high level of insight
regarding compliance, risk management, and internal audit, and extensive
knowledge of the Company’s businesses, including its Alcohol Beverages Business,and the Company expects that he will appropriately perform the role of auditing
the execution of duties by the Company’s Directors, including the internal control
system.
Accordingly, the Company deems that Yukitaka Fukuda is a necessary humanresource for strengthening the functions of the Company’s Audit & Supervisory
Board in the aim for sustainable growth and enhancement of corporate value overthe medium- to long-term.
Akiko Oshima: Standing Audit & Supervisory Board Member
As the Company’s Executive Officer, Head of Internal Audit, Akiko Oshima has
experience related to compliance, risk management, and internal audit, as well as
abundant experience in business management, including overseas business
management, at the corporate strategy sections of the Company and its groupcompanies.

She

possesses

extensive

insight

regardingcompliance,risk

management, and internal audit necessary for an Audit & Supervisory Board
Member of the Company, as well as abundant knowledge of the Company’sbusiness, and the Company expects that she will appropriately perform the role ofauditing the execution of duties by the Company’s Directors, including the internal
control system.
Accordingly, we deem that Akiko Oshima is a necessary human resource forstrengthening the functions of the Company’s Audit & Supervisory Board in aiming
for sustainable growth and enhancement of corporate value over the medium- tolong-term.
Yutaka Kawakami: Outside Audit & Supervisory Board Member
Yutaka Kawakami has the expert knowledge related to accounting necessary for
an Audit & Supervisory Board Member of the Company, and has a high level of32insight for auditing management that comes from abundant audit experience inJapan and overseas, which were gained through activities over many years as anexperienced certified public accountant who is well versed in accounting audits ofglobal corporations. Furthermore, through active opinions and recommendations
as an Outside Audit & Supervisory Board Member at the Company’s Audit &Supervisory Board’s meetings and the Board of Directors’ meetings, he has
provided appropriate auditing of the duties of the Directors of the Company.
Accordingly, the Company deems that Yutaka Kawakami is a necessary humanresource for strengthening the composition and functions of the Company’s Audit& Supervisory Board in the aim for sustainable growth and enhancement ofcorporate value over the medium- to long-term.
Concurrent positions: Outside Audit & Supervisory Board Member, Mitsubishi
Research Institute, Inc.
Shigeo Ohyagi: Outside Audit & Supervisory Board Member
Shigeo Ohyagi has extensive experience and exceptional insight into corporate
management with respect to engaging in business globally, particularly given that
he has served as president and chairman of global corporations. In particular,
serving as an outside director and outside audit & supervisory board member inmultiple leading Japanese companies, he appropriately performs roles that include
analyzing potential risks, overseeing business execution and furnishing advice froma practical standpoint to verify potential business development, enlisting his fresh,
objective and rational perspective.
The Company expects that in serving as Outside Audit & Supervisory Board
Member he will appropriately perform the role of auditing the execution of duties
by the Company’s Directors, including the internal control system, from an
objective standpoint based on his knowledge and experience in corporate
management. This will involve having him actively give his opinions andrecommendations at meetings of the Board of Directors and the Audit &Supervisory Board, and also having him review the audit status of domestic groupcompanies and activities of overseas group companies’ audit committees, etc.
Accordingly, the Company deems that Shigeo Ohyagi is a necessary humanresource for strengthening the functions of the Company’s Audit & Supervisory
Board in the aim for sustainable growth and enhancement of corporate value overthe medium- to long-term.
Concurrent positions: Honorary Advisor of Teijin Limited, Outside Director of Tokyo
Electric Power Company Holdings, Incorporated
Sanae Tanaka: Outside Audit & Supervisory Board Member

33

Sanae Tanaka, through her long years of practice as an attorney at law, possesses
expertise in corporate legal affairs necessary for an Audit & Supervisory Board
Member of the Company and a high level of insight that enables her to audit
management from the perspective of laws and regulations, etc.
The Company expects that in serving as Outside Audit & Supervisory Board
Member she will appropriately perform the role of auditing the execution of duties
by the Company’s Directors, including the internal control system, from an
objective standpoint based on her extensive knowledge and experience as an
attorney at law. This will involve having her actively give her opinions andrecommendations at meetings of the Board of Directors and the Audit &Supervisory Board, and also having her review the audit status of domestic groupcompanies and activities of overseas group companies’ audit committees.
Accordingly, the Company deems that Sanae Tanaka is a necessary humanresource for strengthening the functions of the Company’s Audit & Supervisory
Board in the aim for sustainable growth and enhancement of corporate value overthe medium- to long-term.
Concurrent positions: Representative of Sanae Tanaka Law Office, Outside Directorof Shochiku Co., Ltd., Outside Director of TV Asahi Holdings Corporation(3) Standards of the independence of independent Directors/Audit & Supervisory
Board Members
1. A party who serves as an executive*1 of the Company or a subsidiary of theCompany or has served as an executive of the Company or a subsidiary of theCompany in the past;
2. A party for whom the Company or a subsidiary of the Company 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 Company or a subsidiary of theCompany*3 (or if the business partner is an incorporated entity, an executive
thereof);
4. A consultant, certified public accountant or other accounting professional, oran attorney at law or other legal professional who has been paid substantial
amounts of money or other financial benefits*4 other than Directors’ and Audit& Supervisory Board Members’ remuneration paid by the Company or asubsidiary of the Company (or if the party receiving such financial benefits is anincorporated entity, association or other organization, then persons belonging
to such organization);34

5. A certified public accountant who belongs to the auditing firm which serves as
the Accounting Auditor of the Company or a subsidiary of the Company;
6. A major shareholder*5 of the Company or a subsidiary of the Company (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 theCompany or a subsidiary of the Company;
8. An executive of a company which has a relationship involving cross-assumptionof office of Outside Directors/Audit & Supervisory Board Members*6;
9. A party who receives substantial donations*7 from the Company or a subsidiaryof the Company (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);
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 of 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 Company or a subsidiary of the Company is a major
business partner” refers to a party whose transactions in the most recent fiscal
year amount to 2% or more of the consolidated net sales of the business
partner’s group.
*3. “Party who is a major business partner of the Company or a subsidiary of theCompany” refers either to a party whose transactions in the most recent fiscal
year amount to 2% or more of the Company’s consolidated net sales, or a party
who loans to the Company or a subsidiary of the Company an amountequivalent to 2% or more of the Company’s consolidated total assets as of theend of the most 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 most35

recent 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 themost 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 theCompany or a subsidiary of the Company serves as an outside director/audit &supervisory board member of another company, and an executive of thatcompany 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
equivalent to General Manager or above; certified public accountantsbelonging to auditing firms or accounting offices; attorneys at law belonging
to legal professional corporations or law firms; councilors, directors or otherofficers 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.

36

(History)
Established on July 8, 2015
Revised on March 24, 2016
Revised on March 28, 2017
Revised on March 27, 2018
Revised on June 1, 2018
Revised on March 26, 2019
Revised on March 25, 2020
Revised on March 25, 2021
Revised on December 8, 2021
Revised on March 25, 2022
Revised on April 1, 2022
Revised on March 28, 2023
Revised on April 1, 2024End

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