ASAHI GROUPCORPORATEGOVERNANCE REPORT

2024
PUBLISHED MAY 2024

Contents
0208

02 The Company’s Approach to Corporate
Governance08 Introduction of Directors

03

14 Role and Function of the Board of
Directors

Message fromthe Chairperson

Corporate Governance
Policies and Characteristics

05

Corporate Governance
Framework

06

Corporate Governance
Structure07

Evolution of Corporate
Governance at the Asahi
Group

Board of Directors andAudit & Supervisory Board
12 Introduction of Audit & Supervisory
Board Members

15 Skills the Board of Directors Should
Possess
16 Annual Agenda of the Board of Directors
17 Activities of the Board of Directors

18

Succession
18 Succession Planning and Skill Sets for
the Group CEO and Directors
19 Appointment, Dismissal, and Evaluationof the Group CEO and Executive
Directors
20 Cultivation of Management Personnel

21

Nomination Committee
21 Role, Function, and Composition of theNomination Committee

22

Director Remuneration
22 Director Remuneration as an Incentive
to Enhance Corporate Value

24

Compensation Committee
24 Role, Function, and Composition of theCompensation Committee

25

Sustainability Committee
25 Role, Function, and Composition of the
Sustainability Committee

26

Management Team
26 Evolving Group Governance to Maximize
Corporate Value That Surpasses the
Total Sum of Value of Each of Our
Businesses
27 Message from the Group CEO

28

Enhancing the Effectivenessof the Board of Directors
28 Framework and Initiatives forContinuously Enhancing theEffectiveness of the Board of Directors
29 Evaluation of the Effectiveness of theBoard of Directors

31

Audit & Supervisory Board
Members and the Audit &Supervisory Board
31 Role, Composition, Function, andActivities of Audit & Supervisory Board
Members and the Audit & SupervisoryBoard
33 Evaluation of the Effectiveness of the
Audit & Supervisory Board
In principle, this report was created based on information current
as of May 31, 2024.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

01

Message from the Chairperson

The Company’s Approach to Corporate Governance

We will evolve our corporate governanceeven further in order to achieve sustainablegrowth and medium- to long-term increases
in corporate value.

Asahi Group Philosophy
Our Mission
Deliver on our great taste promise andbring more fun to life

Akiyoshi Koji
Chairperson of the Board

The mission of the Company’s Board of Directors is to contribute to sustainable growth and medium- to long-term increases in thecorporate value of the Group. In fulfilling this mission, the most important role of the Board of Directors is to determine the long-termand ultra-long-term direction of the Company’s management, build a business portfolio, establish a management structure for thepromotion of businesses within the portfolio, and guide the business execution of the management team.
I believe that corporate governance represents the foundation that allows the Board of Directors to fulfill this role in a sustainable manner.
In order to achieve sustainable growth and medium- to long-term increases in corporate value, it is imperative that the Board of
Directors and the Directors themselves continuously strengthen and enhance the sophistication of the Company’s corporate governance.
Based on this belief and with the Asahi Group Philosophy (AGP) as its starting point, the Company is constantly striving tobolster corporate governance. For example, we have established a highly diverse Board of Directors. Of its 11 Directors, six are
Outside Directors and five are women. Moreover, the Board includes three different nationalities.
As Chairperson of the Board, I bear the responsibility of ensuring the Board’s effectiveness, which is the cornerstone of strong corporate governance. I will therefore take steps to determine appropriate agenda items and promote deliberations based on the idea thatrealizing free, open, and constructive discussion is indispensable for enhancing the Board’s effectiveness. At the same time, I will leadefforts to strengthen corporate governance with a high level of integrity.
In my capacity as Chairperson of the Board, I aim to further reinforce the Company’s corporate governance by seeking insights into
future changes, backcasting from these changes, and taking measures in response to them. In this way, I will fulfill my role as Chairperson.
This report was created for the purpose of contributing to corporate governance-related dialogue with our stakeholders byintroducing our overall approach to corporate governance and the efforts we are undertaking to enhance it.
We would be grateful for continued guidance and encouragement from our stakeholders as we strive to further evolve theCompany’s corporate governance moving forward.

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 andservices that exceed expectations
Employees:	Foster a corporate culture that promotes
individual and Company growthSociety:	Contribute to realizing a sustainable society
through our business
Partners:

Build relationships that promote mutual growth

Shareholders:	Increase our share value through sustainableprofit growth and shareholder returns

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

02

Corporate Governance Policies and Characteristics

In pursuit of sustainable growth and an increase in corporate value over the medium to long term, the Company aims to improve the effectiveness of the Board of Directors in a sustainable manner and is working to further evolve corporate governance.

Basic Policy
The Company is committed to achieving sustainable growth and increasing corporate value over the medium to long term by putting the Group philosophy of the Asahi Group, the AGP, into practice.
In order to accomplish these goals, the Company has been proactive in its efforts to strengthen Group management in response to globalization, build solid relationships of trust with society through measures including the promotion of sustainability management, and enhance its social presence and transparency by means of engagement with stakeholders, while positioning the reinforcement of the Group’s
corporate governance at the top of management priorities.

Characteristics of the Company’s Corporate Governance System
To meet the trust of its stakeholders while achieving sustainable global growth and increasing corporate value over the medium to long term, the Company has adopted the following corporate governance structure.
The Board of Directors is composed of diverse members. Specifically, the majority of members are Outside Directors, and the Board includes five women, six men, and three different nationalities. Also, theBoard is chaired by a non-executive Director from within the Company. The aforementioned structure enables the Board to appropriately discuss matters that contribute to enhancing corporate value, such as
matters that pertain to medium- to long-term management policies, and to supervise the execution of business operations.
The business execution system, which is responsible for enhancing corporate value, is headed by the Group CEO, who is responsible to the Board of Directors for the overall management of the Group. The
Group’s Chief Financial Officer, Chief People Officer, Chief Growth Officer, Chief Sustainability Officer, and Chief R&D Officer support the CEO in leading Group-wide corporate governance efforts in their respective capacities. The Group’s C-suite officers and the CEOs of each Regional Headquarters (RHQ) form the Executive Committee, an advisory body to the Group CEO, which deliberates on topics related to theGroup’s overall strategy and the direction of Group-wide measures and provides expert advice to the Group CEO.
Further, in light of their fiduciary responsibility and accountability to shareholders, the Company’s Audit & Supervisory Board Members and the Audit & Supervisory Board conduct audits of the execution ofduties by Directors, the Group CEO, and senior management directly under the CEO from an objective and independent standpoint, leveraging the advantages of the audit and supervisory board system, suchas the independence and independent appointment of Audit & Supervisory Board Members, the presence of Standing Audit & Supervisory Board Members, and Independent Outside Audit & Supervisory Board
Members who comprise a majority of the Audit & Supervisory Board.
In this way, the Company has established a system in which the Board of Directors, which is entrusted by shareholders to enhance corporate value and oversee business execution; the Group CEO and the business execution frameworks that support the Group CEO, which include Group CxOs and the Executive Committee; and the Audit & Supervisory Board, which is responsible for auditing the execution of the duties of
the Directors and members of senior management directly under the Group CEO, fulfill their respective duties and functions, thereby enhancing the Company’s corporate value over the medium to long term.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

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Corporate Governance Policies and Characteristics

Enhancement of Oversight and Decision-Making Processes
The Asahi Group believes that the separation of management and business execution functions,transparency and fairness of the Board of Directors, and swift and proactive decision-making areimperative to enhancing the effectiveness of the Board of Directors and increasing corporate valueof the Group over the medium to long term. Accordingly, we are taking steps to further separate themanagement and business execution functions to improve decision-making processes as needed toaccommodate the globalization of the Group.
A non-executive Internal Director has been appointed to the position of Chairperson of theBoard to distinguish their role from that of the Group CEO and thereby contribute to the separation of management and business execution functions and to swift and proactive decisionmaking. This arrangement has clarified executional responsibilities, expedited decision-making
by concentrating authority on the Group CEO, and strengthened the monitoring functions of
the Board of Directors.
The systems shown at the top of the column on the right function in combination to ensure thetransparency and fairness of the Board of Directors.

• Discretionary Nomination and Compensation committees chaired by and consisting of a majorityof Outside Directors shall be in place to assist with important functions of the Board of Directors
related to Director appointment and compensation, and these committees shall discuss matters in
response to inquiries from the Board of Directors.
• Independent Outside Directors shall account for a majority of all Directors.
• Based on independence and independent systems, audits shall be implemented by Audit & Supervisory
Board Members, who are responsible for auditing the operational execution of Directors, the Group CEO,and other members of management from an objective standpoint that is independent from the Board of
Directors, the Group CEO, and other members of management. The majority of Audit & Supervisory
Board Members shall be Independent Outside Audit & Supervisory Board Members.
In this manner, through oversight, supervision, and auditing of the operational execution of
Directors, the Group CEO, and other members of management by the Board of Directors and the
Audit & Supervisory Board based on their different perspectives, as a company with audit andsupervisory committee, the Company ensures that governance is highly effective and appropriate
for the Group as it undergoes rapid globalization.

Continuous Improvement of the Board of Directors’ Effectiveness
Framework for Enhancing the Effectiveness of the Boardof Directors
To ensure that the Board of Directors remains highly effective, we havedeveloped a process to frame, structure, and visualize the activities of
the Board of Directors.

Medium- to Long-Term
Increases in Corporate Value

A Continuous Positive Spiral of Enhancing Effectiveness
The Company’s Board of Directors follows a Plan–Do–Check–Act (PDCA)
cycle that consists of formulating an annual plan, conducting effective
activities based on frameworks, evaluating the effectiveness of annual
activities, and ensuring awareness of the issues uncovered through theeffectiveness evaluation, the issues that must be resolved to increase corporate value over the long and ultra-long terms, and the issues identified
through social trends and utilizing these issues in the formulation of theactivity plan for the following year.

Verification of the effectiveness of and the improvements to the Board of
Directors and identification of issues for pursuing further improvements

Enhancement of Effectiveness of the Board of Directors

Highly effective

Highly effective

decision-making

supervision

Decision-making
skillsBusiness execution
and supervisory skills

Action
Check
Do
Plan

Evaluation Focus 1

Evaluation Focus 2

Is effectiveness continuously improving?
(Effectiveness of decisionmaking and effectivenessof supervision)

What is a desirable futurestate for the Company’s
Board of Directors?

Measures to continuously enhance the effectiveness of the Board of Directors

Board of Directors Skill Matrix

P.28

Evaluation of the Effectiveness of the Board of Directors
We continue to improve the quality and content of the Board of
Directors’ effectiveness evaluations by diversifying the criteria for assessment and incorporating evaluation methods that do not rely solely on
point scores as well as the opinions of third parties. We aim to continueenhancing the effectiveness of the Board of Directors by constantly
improving our evaluation methods and appropriately identifying issues.

P.28

P.29

ASAHI GROUP CORPORATE GOVERNANCE REPORT 202404

Corporate Governance Framework

To realize sustainable growth and enhance corporate value over the medium to long term, the Company is working to enhance the effectiveness of the Board of Directors and other bodies and systems in a sustainable manner. To that end, through the following initiatives the Company has established a framework for ensuring that the Board of Directors can engage in appropriate decision-making and monitor the
managerial ranks in a highly effective manner.
Nomination Committee andCompensation Committee

Board of Directors
To ensure balance and diversity in terms of the knowledge, experience, and skills of the entire Board of Directors deemed necessary
for the Company to realize sustainable growth and increase corporate value over the medium to long term, the Company has formulated the Board of Directors Skill Matrix, which clarifies the personal requirements of corporate officers based on the AGP, the Asahi
Group Code of Conduct, and management strategies. In accordance with the matrix, the Board consists of persons who have a wealthof experience, excellent insight, and expertise required by the Company. The Board of Directors passes resolutions on the AGP andimportant corporate strategies such as medium- to long-term strategies and advances their implementation. In addition, the Board
establishes internal control systems and risk management systems to appropriately support risk-taking by the Group CEO and othermembers of management.

To ensure transparency and fairness, the Company
has established Nomination and Compensationcommittees in which Independent Outside
Directors constitute majorities. The committeesdeliberate and report on agenda items related to
Director appointments and remuneration before
they are submitted to the Board of Directors.

Audit & Supervisory Board
With the aim of ensuring a good balance throughout the Audit & Supervisory Board in terms of the knowledge, experience, skills, and diversity required to help the Company sustain growth andincrease corporate value over the medium to long term, the Audit & Supervisory Board comprises suitable persons with the experience, insight, expertise, and skills required by the Company. These
attributes have been set out in the Audit & Supervisory Board Skill Matrix to clarify the requirements for membership of the Company’s Audit & Supervisory Board. Given the responsibility it has to perform fiduciary duties on behalf of and be accountable to shareholders, the Company has established an Audit & Supervisory Board comprising Standing Audit & Supervisory Board Members and amajority of Independent Outside Audit & Supervisory Board Members, with all Audit & Supervisory Board Members being independent and autonomous. The merits of this Audit & Supervisory Board
Member system allow Audit & Supervisory Board Members and the Audit & Supervisory Board to appropriately fulfill their roles and duties by auditing the operational execution of Directors, the Group
CEO, and other members of management from an objective standpoint that is independent from the Board of Directors, the Group CEO, and other members of management.

Evaluations of Effectiveness
Every year, the Company evaluates the effectiveness of the Board of Directors, Nomination Committee, Compensation Committee, and Audit & Supervisory Board with the help of a third party. Throughsuch evaluations, these bodies recognize points to improve on and incorporate efforts to do so in their activity plans for the following year, thereby working to enhance their effectiveness.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 202405

Corporate Governance Structure

Corporate Governance System (As of April 1, 2024)

General Meeting of Shareholders

Appointment /Dismissal
Appointment /Dismissal

OutsideReportAudit & Supervisory
Board

Chair

Board of Directors
Auditing

Inquiry /ReportNomination Committee

Chair

Chair

ReportInternal

Proposal /ReportAppointment /Dismissal

Compensation Committee
Appointment / Dismissal /Supervision

Cooperation

Deliberation /ReportCooperation
Auditing

Independent
Accounting
AuditorPresident and Group CEO,
Representative Director

ReportAuditing

Inquiry /ReportChair

Sustainability Committee

Inquiry /Report regarding important matters

Chair

Executive Committee

Delegation of authority /Supervision
Cooperation

Corporate
Management Board

Deliberation / Report

ReportRegional Headquarters
Auditing

Audit Section

Global Sustainability
Committee
Information Disclosure
Committee

Japan

EuropeRisk Management
Committee

OceaniaSoutheast Asia

Compliance Committee

Internal Auditing

Board of Directors
In accordance with the Board of Directors Skill Matrix, which clarifies the personal requirements of Directors of the Company
based on the AGP, management strategies, and other factors,
the Board consists of persons who have abundant experience,extensive insight, and high-level expertise and ability required by
the Company. At present, the Board of Directors comprises six
Outside Directors, five Internal Directors, five women, six men,and three different nationalities and is chaired by a non-executive Internal Director. Regular meetings of the Board of Directors
are held once a month, in principle, and special meetings areheld as necessary.
Nomination Committee and Compensation Committee
In order to ensure the transparency and fairness of officer appointments and remuneration, the Company has established Nomination
and Compensation committees in which Independent Outside
Directors constitute majorities. Outside Directors are cooperatively
appointed chairpersons of the committees.
Sustainability Committee
To enhance the monitoring system of the Board of Directors,
the Sustainability Committee consists of two Outside Directors
and two Internal Directors. The committee shall invite outside
experts on a case-by-case basis, depending on matters of inquiries or discussions, to provide the Board of Directors with recommendations based on the insights of experts.
Audit & Supervisory Board
In accordance with the Audit & Supervisory Board Skill Matrix,
which clarifies the personal requirements of Audit & Supervisory
Board Members of the Company, the Audit & Supervisory Board
consists of persons who have abundant experience, extensive
insight, and high-level expertise and ability required by theCompany. The Audit & Supervisory Board comprises three
Outside Audit & Supervisory Board Members and two Standing
Audit & Supervisory Board Members and is chaired by a Standing
Audit & Supervisory Board Member.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 202406

Evolution of Corporate Governance at the Asahi GroupWe will continue to implement initiatives for realizing the Company’s unique proactive
governance with the aim of realizing sustainable growth and improving corporate value
over the medium to long term.

• A Board of Directors that comprises five women (sixmen) and three different nationalities and on which
Outside Directors constitute a majority is established.
• CxO functions are redefined, the position of GroupCxO is established, and participation by Region CEOsin the overall management of the Group is introduced.

For many years, the Company has been advancing ongoing initiatives aimed at substantively
strengthening its corporate governance. In particular, 2024 saw measures that have greatly
enhanced and evolved the diversity of the Board of Directors, such as the establishment of a Boardof Directors that comprises five women, six men, and three different nationalities and on which
Outside Directors constitute a majority.

• A management team is established in which half of the Directors are
Outside Directors and a majority of Directors are non-executive Directors.
• The Sustainability Committee is established as an advisory committee tothe Board of Directors.

• The Board of Directors Skill Matrix is improved.
• The social value indicators for Director remuneration are reinforced.

• The annual plans of the Nomination Committee and the Compensation
Committee are strengthened.

• The Board of Directors Skill Matrix and CEO Skill Set are established.
• The CEO succession plan is formulated.
• An annual plan and agenda for the Board of Directors is established.
• The Company transitions to a structure in which the Chairperson of the Board of
Directors does not serve concurrently as a Representative Director.
• Standards and guidelines are formulated for the resignation of the CEO, the appointment of Representative Directors, and the clarification of terms of office for officers.
•T he number of Outside Directors on the Board of Directors is raised, now constituting onethird of total Board members.
• The overall functions of remuneration systems are strengthened to provide an
incentive to Internal Directors.
• Nomination Committee and Compensation Committee
are established.
• Number of Outside Directors is increased from one tothree.
• Terms of Directors are shortened to one year or less.
• The Company transitions to a pure holding company
structure.
• Takeover defense measures are abolished.
• Corporate Governance Guidelines are formulated.
• Evaluations of the effectiveness of the Board of
Directors are commenced.
• Performance-Linked Stock Compensation Plan is
introduced for Internal Directors.

2000–2017• Title of CEO is transferred from Chairperson of theBoard to President and Representative Director to
improve the effectiveness of management supervisionfrom an operational execution perspective.
• Third-party evaluations with respect to the effectiveness of the Board of Directors are introduced.
• Evaluations of the effectiveness of the Audit &Supervisory Board are commenced and third-party
evaluations are introduced.
• Majority of officers appointed as members of theNomination Committee and Compensation Committee
are from outside the Company. Both committees arechaired by an Outside Director.

2018

2019

2020

2021

2022

2023

2024

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

07

Board of Directors and Audit & Supervisory Board

Introduction of Directors
The Board of Directors comprises persons who are suitable forthe position of Director of the Company because their wealthof experience, insight, expertise, and skills accord with the attributes set out in the Board of Directors Skill Matrix (see page15), which clearly states the requirements of Company
Directors based on the AGP, the Asahi Group Code of Conduct,
and management strategies. Specifically, all Board members
possess the decision-making skills and supervisory skills stipulated as being necessary by the Board of Directors Skill Matrix
and have the capabilities needed for realizing sustainablegrowth, improving corporate value over the medium to longterm, and enhancing the Board’s overall effectiveness.
In addition, Outside Directors are such persons as corporate managers and experts and satisfy the requirements associated with Independent Outside Directors, who the Company
has deemed must constitute a majority of the Directors.
Composition Breakdown
Internal and Outside

5

6

GenderInternal
Outside5

6

MaleFemaleAkiyoshi Koji

Atsushi Katsuki

Chairperson of the Board

President and Group CEO,
Representative Director

Tenure18th year

Experience and Track Record Experience and Track Record 

Since being appointed as a Director of the Company in 2007,
Akiyoshi Koji has served as President and Representative Director of
Asahi Breweries, Ltd., President and Representative Director, COO of
the Company, and since 2018, President and Group CEO,
Representative Director, and has been promoting sustainable growthand 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 played
an integral role in increasing the effectiveness of the Board of
Directors. He has been essential to the fair and transparent operation of the Board of Directors, prompting active involvement andthe expression of opinions and recommendations 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 form the basis of increased
corporate value over the medium to long term.

Since being appointed as a Director of the Company in 2017,
Atsushi Katsuki has been responsible for alliances and M&As andmany domestic and overseas businesses, and has a track recordthat includes promoting the restructuring of the business portfolio.
Serving as President and Group CEO, Representative Director
since 2021, he has worked to realize sustainable growth in our
existing businesses, centered on beer, while 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 backcastingfrom megatrends. Moreover, while increasing the competitivenessof each of the Company’s RHQ in areas including Japan, Europe,
Oceania, and Southeast Asia, he has also built systems to createsynergies between these regions. Using the achievements of these
initiatives as a platform, he has built an organizational structurethat has greater diversity and that is optimized for global management in order to maximize the corporate value of the Group and toestablish corporate activities with beneficial effects on the environment and local communities.

Areas of Particular Expertise 
Nationality

Age

2

3

3

9

Japanese
NonJapanese

5

50s
60s
70s

Tenure8th yearAkiyoshi Koji fulfills the roles expected of him as a Director underthe Board of Directors Skill Matrix at a high level. In particular, he
has exceptional senior leadership skills, insight and expertise infinance, human resources, and culture, long-term strategic skills
supported by foresight and a backcasting mindset, discontinuous
growth skills with a background in transforming business structuresand earnings models, and sustainability skills that reflect an entire
business perspective for continuous development.

Positions at Other Listed Companies

Areas of Particular Expertise Atsushi Katsuki fulfills the roles expected of him as a Director underthe Board of Directors Skill Matrix at a high level. In particular, he
has exceptional insight and expertise regarding long-term strategy,
sustainability, senior leadership, and finance; discontinuous growthskills supported by knowledge and experience with respect to M&A;
and the ability to make decisions from a global perspective by calling upon his extensive experience overseas.

Outside Director of Imperial Hotel, Ltd.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

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Board of Directors and Audit & Supervisory Board

Introduction of Directors
Keizo Tanimura

Kaoru Sakita

Naoko Nishinaka

Director EVP and CPO(Executive Vice President andChief People Officer)

Director EVP and CFO(Executive Vice President andChief Financial Officer)

Director EVP

Tenure
6th year

Tenure
3rd year

Tenure
1st year

Experience and Track Record Experience and Track Record Experience and Track Record 

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 planningsystem for the Group’s executives and the construction of a system
for human resources and compensation global policy, and he has
also promoted reinforcement of the operating foundation of governance for increasing the effectiveness of the Board of Directors.
Moreover, he has established a track record that includes
numerous achievements such as driving significant improvement in­external 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 the achievement of high scores with respect
to employee engagement through coordination of initiatives among
the RHQ, which involved drawing up a Group-wide personnel policy
and engaging in diversity, equity, and inclusion (DE&I) initiatives.

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 established a track record that includes
having contributed to improving the robustness of our financial
position by optimizing our global cash management system andby reducing financial liabilities.
Additionally, he has promoted the materialization of innovationin 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.

Naoko Nishinaka has acquired a wealth of experience and abilities
related to supply chains and quality assurance through her work
­history in the fields of quality assurance, brewing technology,
and beer development, which includes her former position as
the person responsible for the quality assurance sections at theCompany and its Group companies.
Since being appointed as a Standing Audit & Supervisory
Board Member of the Company in 2020, through auditing thestatus of activities at the Company and its domestic and overseas
Group companies by attending meetings of the Board 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.

Areas of Particular Expertise 
Keizo Tanimura fulfills the roles expected of him as a Director
under the Board of Directors Skill Matrix at a high level. In particular, he possesses excellent foresight with regard to future trends in
DE&I and ESG; sustainability skills that draw on an ability to view
human resources and cultures from a global perspective and toinclude diverse cultures; and risk and governance skills based on
insight and expertise in relation to governance.

Areas of Particular Expertise 
Kaoru Sakita fulfills the roles expected of him as a Director underthe Board of Directors Skill Matrix at a high level. In particular, hepossesses excellent insight and expertise regarding long-term strategic perspectives, finance, and procurement; discontinuous growthskills backed by extensive experience in alliances and M&As; anddecision-making skills from a global perspective that draw on his
extensive experience overseas.

Areas of Particular Expertise 
Naoko Nishinaka sufficiently possesses the insight, expertise, andability required as a Director of the Company due to her abundant
experience in manufacturing and quality at the Group as well as incompliance, risk management, and auditing as a Standing Audit &Supervisory Board Member of the Company. In particular, she possesses excellent risk and governance skills based on her insight andexpertise in long-term strategy, sustainability, senior leadership,
and governance, which are backed by her abundant experience at
the Group.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

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Board of Directors and Audit & Supervisory Board

Introduction of Directors
Christina L. Ahmadjian

Kenichiro Sasae

Tetsuji Ohashi

Independent Outside Director

Independent Outside Director

Independent Outside Director

Tenure
6th year

Tenure
3rd year

Tenure
3rd yearSignificant Concurrent Positions
President of The Japan Institute ofInternational Affairs

Significant Concurrent Positions
Chairperson of the Board and Representative
Director of Komatsu Ltd.

Experience and Track Record Experience and Track Record Experience and Track Record 

Since being appointed as an Outside Director of the Company in2019, Christina L. Ahmadjian has participated in discussions andactivities that contributed to substantial and appropriate supervision of the Board of Directors from the perspectives of ESG, sustainability, and a global outlook, based on her viewpoints as auniversity professor and an expert in risk and governance andhuman resources and culture, as well as her experience as an outside officer of other companies.
Furthermore, as Chairperson of the Compensation 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
the establishment of social value indicators for the medium-termbonus and bonus payment plans. In addition, as a member of theNomination Committee, she has provided specific opinions and recommendations regarding the Board of Directors Skill Matrix, oversight of the Group CEO succession plan, and other matters. As amember of the Sustainability Committee, she has provided opinions and recommendations on strengthening the Group’s sustainability governance system and on further integration ofsustainability and management.

Since being appointed as an Outside Director of the Company in2022, 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 and experience regarding international politics and economics, as well as his experience as an outside officer
of other companies.
Furthermore, as Chairperson of the Nomination Committee, toenhance the supervisory 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 Board of Directors Skill Matrix, oversight of the Group CEO succession plan, and proposals regarding officer appointments. In addition, as a member of the Compensation Committee, he has provided
specific opinions and recommendations regarding reports on matters such as the establishment of social value indicators for the
medium-term bonus and bonus payment plans.

Since being appointed as an Outside Director of the Company in2022, Tetsuji Ohashi has participated in discussions and activities
that contributed to substantial and appropriate supervision of
the Board of Directors, such as asking questions and raising concerns about Group governance and global business executionthat grasp the essence of matters based on the perspective ofmanaging a global corporation and his experience as an outside
officer of other companies.
As a member of the Nomination Committee, he has provided
specific opinions and recommendations regarding the Board of
Directors Skill Matrix, oversight of the CEO succession plan, proposals for officer appointments, and other matters. Furthermore, as amember of the Compensation Committee, he has provided specificopinions and recommendations regarding reports on matters suchas the establishment of social value indicators for the medium-termbonus and bonus payment proposals.

Areas of Particular Expertise Christina L. Ahmadjian fulfills the roles expected of her as a Director
under the Board of Directors Skill Matrix at a high level. In particular, she possesses excellent sustainability, global, risk and governance, human resources and cultural skills.

Positions at Other Listed Companies

Areas of Particular Expertise Kenichiro Sasae fulfills the roles expected of him as a Director
under the Board of Directors Skill Matrix at a high level. In particular, he possesses excellent long-term strategy, global, senior leadership, and risk and governance skills.

Positions at Other Listed Companies

Areas of Particular Expertise 
Tetsuji Ohashi fulfills the roles expected of him as a Director underthe Board of Directors Skill Matrix at a high level. In particular, hepossesses excellent long-term strategy, global, discontinuous
growth, senior leadership, and finance skills.

Positions at Other Listed Companies
Outside Director of Yamaha Motor Co., Ltd.
Outside Director of Nomura Research Institute, Ltd.

Outside Director of SEIREN CO., LTD.
Outside Director of MITSUBISHI MOTORS CORPORATION
External Director of Fujitsu Limited

Outside Director of Sumitomo Electric Industries, Ltd.
Outside Director of NEC Corporation
Member of the Board (Outside Director) of Niterra Co., Ltd.

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Board of Directors and Audit & Supervisory Board

Introduction of Directors
Mari Matsunaga

Chika Sato

Melanie Brock

Independent Outside Director

Independent Outside Director

Independent Outside Director

Tenure
2nd year

Tenure
1st year

Tenure
1st yearSignificant Concurrent Positions
Representative of Mari Matsunaga OfficeSignificant Concurrent Positions
Representative Director of Melanie Brock
Advisory Ltd.

Experience and Track Record Experience and Track Record Experience and Track Record 

Since being appointed as a Director of the Company in March 2023,
Mari Matsunaga has participated in discussions and activities that
contributed to substantial and appropriate supervision of theBoard of Directors from the perspective of new business models
and new businesses aimed at the Group’s sustainable growth,
based on her experience in developing 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
has provided opinions and recommendations on strengthening theGroup’s sustainability governance system and on further integrationof sustainability and management.

Chika Sato has many years of experience in the human resources
division and in overseas 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 experience in such areas as organizational and leadershipdevelopment, hiring, and DE&I promotion.
In particular, as an Outside Director, she is expected to actively
point out and make recommendations based on her abundant experience and broad insight in the field of human resources at global
companies, and to actively provide opinions and recommendations
at meetings of the Board of Directors aimed at improving the humancapital of the Group.

Melanie Brock sufficiently possesses the insight, expertise, and ability required as a Director of the Company, including global, seniorleadership, risk and governance, human resources, and cultural
skills, based on her abundant global experience, including her work
history in key positions at groups connecting the financial worlds ofJapan 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 ofsenior leadership skills cultivated through experience of involvement in marketing, diversity promotion, and other areas in thecourse of global consulting activities. She is expected to actively
point out and make recommendations on management issues froma global perspective, as well as to actively provide opinions and recommendations at meetings of the Board of Directors based on her
abundant knowledge and broad insight related to diversity.

Areas of Particular Expertise Mari Matsunaga fulfills the roles expected of her as a Director
under the Board of Directors Skill Matrix at a high level. In particular, she possesses excellent skills related to sustainability, humanresources, and culture.

Positions at Other Listed Companies
Outside Director of Seiko Epson Corporation

Areas of Particular Expertise 
Chika Sato fulfills the roles expected of her as a Director under the
Board of Directors Skill Matrix at a high level. In particular, she possesses excellent skills in relation to senior leadership, discontinuous
growth, human resources, and culture.

Areas of Particular Expertise Melanie Brock fulfills the roles expected of her as a Director underthe Board of Directors Skill Matrix at a high level. In particular, shepossesses excellent global, senior leadership, human resources,
and cultural skills.

Positions at Other Listed Companies
Director of the Board (External) of SEGA SAMMY HOLDINGS INC.
Outside Director of MITSUBISHI ESTATE CO., LTD.
Outside Director of Kawasaki Heavy Industries, Ltd.

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Board of Directors and Audit & Supervisory Board

Introduction of Audit & Supervisory Board Members
To ensure a good balance throughout the Audit & Supervisory
Board in terms of the knowledge, experience, skills, and diversity required to help sustain the growth and increase the corporate value of the Group over the medium to long term, theCompany has deemed that the Audit & Supervisory Board shallcomprise persons who are suitable for the position of Audit &Supervisory Board Member because they possess a wealth ofexperience, insight, expertise, and skills that accord with theCompany’s requirements as set out in the Audit & Supervisory
Board Skill Matrix (see page 32). Further, the Company has
deemed that a majority of the Audit & Supervisory Board
Members shall be Outside Audit & Supervisory Board Members
who meet the requirements for Independent Directors established by the Company. In this way, the Company shall ensurethat the Audit & Supervisory Board comprises persons who arehighly effective and suited to preventing damage to theCompany’s corporate value, contributing to the enhancementof corporate value, and playing essential roles in the administration of corporate governance.
Composition Breakdown
Internal and Outside

2
Internal
OutsideNationality

Akiko Oshima

Standing Audit &Supervisory Board Member

Standing Audit &Supervisory Board Member

Tenure
2nd year

Tenure
1st year

Experience and Track Record Experience and Track Record 

Yukitaka Fukuda has abundant management experience at theGroup, mainly in finance and accounting, as an Executive Officer
and General Manager of the Finance Section of the Company,
President and Representative Director of Asahi Professional
Management Co., Ltd., and Audit & Supervisory Board Memberof Asahi Group Japan, Ltd.
Since being appointed as an Audit & Supervisory Board Member,he has fulfilled his role of providing appropriate oversight of the execution of duties by the Directors, including in terms of internal control
systems, by monitoring the status of activities of the Company andGroup companies both in Japan and overseas through such means as
attending Board of Directors’ meetings and other important meetings.

Akiko Oshima has experience related to compliance, risk management, and internal audits, as well as abundant experience in business management, including overseas business management,in the corporate strategy sections of the Company and its Group
companies as a result of serving as an Executive Officer and Headof the Internal Audit at the Company.
Since being appointed as an Audit & Supervisory Board
Member, she has appropriately performed the role of auditing
the execution of duties by the Company’s Directors, including theinternal control system, by monitoring the status of activities of
the Company and Group companies both in Japan and overseas
through such means as attending Board of Directors’ meetings andother important meetings.

Areas of Particular Expertise 
Gender2
3

Yukitaka Fukuda

3

MaleFemaleYukitaka Fukuda possesses the high level of expertise in finance andaccounting necessary for an Audit & Supervisory Board Member of
the Company; a breadth of insight regarding compliance, risk management, and internal audits; and extensive knowledge of theCompany’s businesses, including its Alcohol Beverages Business.

Areas of Particular Expertise 
Akiko Oshima possesses exceptional skills with regard to the roles
prescribed for her as an Audit & Supervisory Board Member of theCompany. She has extensive insight in relation to compliance, risk
management, and internal audits as well as abundant knowledge
and advanced abilities with respect to the Company’s businesses.

Age
1
2
Japanese

5

2

50s
60s
70s

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Board of Directors and Audit & Supervisory Board

Introduction of Audit & Supervisory Board Members
Yutaka Kawakami

Shigeo Ohyagi

Sanae Tanaka

Independent Outside Audit &Supervisory Board Member

Independent Outside Audit &Supervisory Board Member

Independent Outside Audit &Supervisory Board Member

Tenure8th year

Tenure
3rd year

Tenure
2nd yearSignificant Concurrent Positions
Certified Public Accountant

Significant Concurrent Positions
Honorary Advisor of Teijin LimitedSignificant Concurrent Positions
Representative of Sanae Tanaka Law Office

Experience and Track Record Experience and Track Record Experience and Track Record 

Yutaka Kawakami has many years of experience as a certified public
accountant with exceptional insight regarding accounting audits ofglobal companies.
As an Outside Audit & Supervisory Board Member, he has used
his extensive insight and experience as a certified public accountant to actively provide opinions and recommendations to theBoard of Directors and the Audit & Supervisory Board from an
objective perspective. In addition, he has performed his role ofauditing the execution of duties by the Company’s Directors, including those pertaining to internal control systems, by reviewing theaudit status of domestic Group companies and the activities ofoverseas Group companies’ audit committees.

Shigeo Ohyagi has extensive experience in corporate managementwith respect to engaging in business globally, particularly given thathe served as CEO & President and Chairman of a global corporation.
Since being appointed as an Outside Audit & Supervisory Board
Member, he has used his insight and experience to actively provide
opinions and recommendations to the Board of Directors and the
Audit & Supervisory Board from an objective perspective. In addition,
he has performed his role of auditing the execution of duties by theCompany’s Directors, including those pertaining to internal control
systems, by reviewing the audit status of domestic Group companies
and the activities of overseas Group companies’ audit committees.

Areas of Particular Expertise 
Yutaka Kawakami possesses the high level of expertise necessary
for an Audit & Supervisory Board Member of the Company. He has
a particularly high level of insight and experience pertaining to corporate accounting audits, supported by his many years of experience as an accounting auditor at multiple global companies.

Shigeo Ohyagi possesses the high level of expertise necessary for
an Audit & Supervisory Board Member of the Company. He has
exceptional capabilities in analyzing latent risks pertaining to overall
global management as well as in verifying the effectiveness of business strategies, cultivated during his many years of international
business experience.

Through her long years of practice as an attorney-at-law, Sanae
Tanaka has accumulated the expertise in corporate legal affairs
necessary for an Audit & Supervisory Board Member of theCompany along with a high level of insight that enables her to
audit management from the perspective of laws and regulations.
Since being appointed as an Outside Audit & Supervisory Board
Member, she has used her insight and experience related to corporate management to actively provide opinions and recommendations to the Board of Directors and the Audit & Supervisory Board
from an objective perspective. In addition, she has performed herrole of auditing the execution of duties by the Company’s Directors,
including those pertaining to internal control systems, by reviewing
the audit status of domestic Group companies and the activities ofoverseas Group companies’ audit committees.

Positions at Other Listed Companies

Positions at Other Listed Companies

Sanae Tanaka possesses the high level of expertise necessary for
an Audit & Supervisory Board Member of the Company. She has anespecially high level of insight and expertise pertaining to overall
corporate legal affairs underpinned by her many years of experience as an attorney-at-law.

Outside Audit & Supervisory Board Member of Mitsubishi ResearchInstitute, Inc.

Outside Director of Tokyo Electric Power Company Holdings,
Incorporated

Positions at Other Listed Companies

Areas of Particular Expertise Areas of Particular Expertise Outside Director of Shochiku Co., Ltd.
Outside Director of TV Asahi Holdings Corporation

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

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Board of Directors

Role and Function of the Board of Directors
The primary role of the Board of Directors is to contribute to sustainable growth and increases 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 Asahi Group Philosophy (AGP) and implements the Medium- to Long-Term Management Policy.
In order to fulfill the aforementioned role, the Board of Directors engages in the following activities.

Discussions on Management’s Approachto the Ultra-Long Term

Establishment of a Policy for the Mediumto Long-Term Business Portfolio

Determination of Medium- to Long-Term
Management Policy

We aim to enhance foresight toward medium- and long-termchanges in the business environment and strengthen proactive
and determined management by promoting discussions on longterm megatrends with a view to the ultra-long term.

We strengthen proactive and determined management by establishing a basic policy for the medium- to long-term business portfolio and revising it when necessary.

We determine and execute important corporate strategies, suchas the Medium- to Long-Term Management Policy.

Strengthening of Decision-Making Processes throughthe Separation of Executive and Supervisory Functions

Deliberations on Corporate Officer
Appointments and Remuneration

In order to appropriately supervise the operational execution of
Directors, the Group CEO, and other members of management,
as described earlier, a non-executive Internal Director has been
appointed to the position of Chairperson of the Board to distinguish their role from that of the Group CEO and thereby contribute to the separation of management and business executionfunctions. This arrangement has clarified executional responsibilities, expedited decision-making by concentrating authority on theGroup CEO, strengthened the monitoring functions of the Boardof Directors, and improved decision-making processes.

We strive to enhance effectiveness by deliberating and deciding
on matters regarding the succession of the Board of Directors
and the appointment of corporate officers as well as officers’
remuneration plans, and establishing criteria for individual
officer remuneration.

Risk GovernanceContingency Measures of the Board of Directors

Management, including the Group CEO, provides appropriate support for risk-taking by establishing the internal control and risk
management systems, such as the enterprise risk management(ERM) system, in order to reduce risk and control overall risk, anddetermining risk appetite.

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

Ensuring Transparency, Fairness, and Appropriateness of Officer
Appointments and Remuneration through the Nomination andCompensation Committees

In order to ensure the transparency, fairness, and appropriateness of officer appointments and remuneration, the Nomination
Committee and the Compensation Committee, which are chairedby an Outside Director and consist of a majority of Outside
Directors, have been established as advisory bodies to the Boardof Directors, and proposals concerning officer appointments andremuneration 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.

Evaluation of Effectiveness to Identify Issues andPursue Continuous Enhancement of EffectivenessTo improve effectiveness, each year the Board of Directors defines
themes linked to increases in corporate value to be the subjects ofdiscussion and monitoring, and these themes are discussed andmonitored by Board members as necessary. In addition, third parties are employed to conduct annual evaluations of the Board of
Directors to identify issues, incorporate these issues into activity
themes for the following year, and pursue improvements in orderto achieve higher levels of effectiveness.

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Board of Directors

Skills the Board of Directors Should Possess
Board of Directors Skill Matrix Functioning as Nomination Standard for Ensuring Sustainability
To secure balance and diversity in terms of the knowledge, experience, and ability of the entire Board of Directors that are deemed necessary for the Company to realize sustainable growth and increases in­corporate value over the medium to long term, the Company has formulated the Board of Directors Skill Matrix, which clarifies the requirements of corporate officers based on the AGP and the Medium- to
Long-Term Management Policy. The Board of Directors Skill Matrix is used to shape succession plans, Director evaluation systems, and the appointment and reappointment of Directors to ensure that theBoard of Directors always has a membership that contributes to higher effectiveness.
In accordance with the Board of Directors Skill Matrix, the Board consists of members with the experience, insight, expertise, and skills required by the Company. Moreover, a majority of the Directors are
Outside Directors, including corporate managers and specialists, who meet the Company’s requirements for outside officers.

Board of Directors Skill Matrix
The Board of Directors Skill Matrix indicates whether the Board of Directors has an appropriate balance ofthe skills that are necessary and essential for enhancing the Board’s effectiveness. For this reason, among
the skills that Directors possess, the Board of Directors Skill Matrix is particularly focused on the skills that
Directors are expected to exhibit in their roles and does not represent all the knowledge and experience
possessed by each Director.

Decision-Making Skills
Directors

Internal

Internal

Skill

DecisionMaking
SkillsSupervisory
SkillsDefinition

Long-Term
Strategy•A bility to assess societal changes over the long term and the ultra-long term
• Ability to guide according to strategies informed by backcasting from an envisioned future

Global Expertise•A bility to make decisions from a global perspective and frame of reference• Ability to optimize a blend of local and global perspectives

Sustainability• Ability to provide leadership for the creation of social impact through the business• Ability to provide direction of management rooted in knowledge and insight on ESG

Discontinuous
Growth• Ability to transform the business structure and earnings model• Ability to encourage innovation and explore new areas of business

Senior Leadership• Ability to accurately assess the status of business execution and raise related issues• Ability to evaluate business execution by leadership teamFinance• Ability to grasp the state of management from performance and management
indices and raise related issues• Ability to grasp the state of resource allocation and raise related issues• Ability to grasp the state of risk control and raise related issues
Risk & Governance • Ability to grasp the state of governance in place for business execution andraise related issues

Human Resources& Culture• Ability to evaluate the status of diverse human resources being able to demonstrate their capabilities• Ability to grasp the state of corporate culture and raise related issues

Internal

Internal

Internal

Long-Term
Strategy

GlobalExpertise

Sustainability

Supervisory Skills
Discontinuous
GrowthSeniorLeadership

Finance

Human
Risk &
Resources &Governance
CultureAkiyoshi Koji
Atsushi Katsuki
Keizo Tanimura
Kaoru Sakita
Naoko Nishinaka
Christina L.

Outside Ahmadjian

OutsideOutsideOutsideOutsideOutsideKenichiro Sasae
Tetsuji Ohashi
Mari Matsunaga
Chika Sato
Melanie Brock

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Board of Directors

Annual Agenda of the Board of Directors
The Board of Directors pursues improvements to its effectiveness by formulating annual agenda plans based on an evaluation of its effectiveness conducted in the prior fiscal year andengaging in more robust discussions of the designated items. The topics discussed at Board meetings in fiscal 2023 (March 2023 to March 2024) are as follows.
Mar.

Major Themes

Agenda items related
to the examination andformulation of mediumto long-term policies andmedium-term plans

Agenda items to guide
execution based on
medium-term plans

Agenda items to serve asa basis for effectiveness

Subthemes

Matters for Discussion

Megatrends

Megatrend deliberation

Business portfolio

Business portfolio deliberation

Corporate branding

Corporate branding

Medium-term plan

Next medium-term plan

Digital transformation
strategy

Medium- to long-term digital transformation strategies andinitiatives

R&D strategy

Medium- to long-term R&D strategies and initiatives

Human capital

Initiatives for upgrading human capitalGroup governanceGroup governance

Reporting to the Group CEO

Reporting to the Group CEO (business execution topics,
progress of dialogue with investors, etc.)

Execution monitoring

Progress of general and four-RHQ business management

Risk management

Risk management, compliance, and cybersecurity

Sustainability

Sustainability initiatives and initiatives for TCFD
recommendations

Financial results

Full year, half year, and quarterly

Fundraising

Fundraising plan and results

Cross-shareholdings

Verification of cross-shareholding rationale

Corporate governanceCorporate governance structure

Effectiveness evaluation

Evaluation of the effectiveness of the Board of Directors(including the Nomination and Compensation committees)

Nomination(after the
General Meetingof Shareholders)

May

Jun.

Jul.

Aug.

Sep.

Oct.

Nov.

Dec.

Jan.

Feb.

Mar.

(before theGeneral Meetingof Shareholders)Annual activity plan for committee
Director appointment
Annual activity plan for committee

Remuneration

Agenda items related to
stakeholder engagement

Agenda items to support
overall effectivenessDirector remuneration and social value indicators of
Director remuneration, etc.

Dialogue with stakeholders

General Meeting of Shareholders, etc.

Shareholder returns

Shareholder return policy, year-end dividend, and interim
dividend

Effective administration

Annual agenda planning for the Board of Directors andmatters that should be reported to the Board of Directors

Internal audits

Progress of internal audits

Coordination with the Audit &Supervisory Board

Audit policy of Audit & Supervisory Board Members, audit
plan, audit overview, and results of the Audit & Supervisory
Board’s effectiveness evaluations

Note: The classification of agenda items into major themes is based on the main items included in each agenda item. In some cases, agenda items include reports on items pertaining to other major themes.

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Board of Directors

Activities of the Board of Directors
TopicsMegatrend Deliberation

Outside Directors’ Inspection Tour in Australia

Board of Directors-Led Discussions on Megatrends

To deepen understanding of the Group’s businesses, an inspection tour of overseas operations by Outside Directors was conducted in July 2023. During their visit to Australia, Outside
Directors had discussions with senior management and employees in Oceania (Australia and
New Zealand) and exchanged views with the Chairperson of the Board of Directors. They also
visited breweries, restaurants, and liquor stores.
In Australia, the Outside Directors held separate meetings with managers, focusing onsuch topics as marketing strategy; brand strategy; diversity, equity, and inclusion (DE&I);
sustainability; and safety management and exchanged opinions on issues and initiatives
in Oceania.
As part of the inspection tour of operations, the Outside Directors visited two breweries, Laverton (Victoria) and Yatara (Queensland), to observe and learn about the beer
production process and talked with personnel. During restaurant and liquor store visits,
they spoke directly with customers and checked the progress of marketing and brandstrategy initiatives in Oceania.
In each year, the Board of Directors receives
periodic reports on the status of execution fromthe CEOs of each Regional Headquarters (RHQ)
and conducts monitoring. However, the Company
will continue on-site inspection tours and othermeasures to promote Outside Directors’ understanding of the Group’s operations and to enhance
the monitoring functions of the Board of Directors
even further.

Since fiscal 2020, the Asahi Group has held
annual discussions that are led by the Board of
Directors and focused on megatrends of thecoming 30 years. By backcasting from theseprojections, the Group establishes the basis of
its medium- to long-term strategies.
Fiscal 2023’s discussions of megatrends werebased on the results of discussions through fiscal
2022 and took the form of face-to-face discussions between eight Group employees selectedfrom Japan and overseas and the Board of
Directors. External experts were also invited toparticipate, and a broad range of perspectives
from both inside and outside the Group wereincorporated into the discussions, which focusedon well-being as a megatrend in 2050 and the value that the Group will provide.
Discussions were lively, with those on well-being in 2050 focusing on the need for a comprehensive approach that considers a wide variety of social issues from multiple perspectives
in order to enhance connections between people. In addition, the potential for technology toplay a major role in providing the value sought by customers and stakeholders was discussed.
Discussions on the value that the Group will provide included opinions and recommendations
calling for implementation of the AGP through the promotion of employee well-being andthrough the offering of brand value, personalized value, value promoting physical and mental
health, and value satisfying latent needs.
Consequently, the Company’s efforts to “contribute to the realization of a sustainable society and respond to changing conceptions of well-being through delivering great taste and fun,”which is the basic concept behind the long-term strategies set out in the Medium- to LongTerm Management Policy, and efforts to pursue the potential of businesses in line with thisconcept must meet stakeholder expectations and realize well-being through a renewed commitment to the pursuit of the AGP. The discussions arrived at a recognition of the importanceof creating innovations that bring people together and expanding the business portfolio.

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Succession

Succession Planning and Skill Sets for the Group CEO and Directors
In order to enhance the effectiveness of the Board of Directors on an ongoing basis, the Company has formulated succession plans for the Group CEO and Directors, and is implementing
various initiatives in line with these plans. Moreover, the Company is working to establish a structure that enables it to secure and nurture human resources who can contribute to global
management.

Succession Plan and Training
The Company regards the formulation of succession plans for its Group CEO and Directors as amatter of the utmost priority and accordingly formulates such succession plans pursuant to therequirements of the Group CEO and Directors. These succession plans are monitored appropriatelyby the Board of Directors.
In the formulation of the succession plans, the Company reviews its talent on a Group-widebasis. The Company also works to evaluate and cultivate the necessary human resources, discover
new talent, examine personnel composition from a DE&I perspective, and visualize its entire pool ofhuman resources. In these ways, the Company is working to enhance its succession plans and makethe formulation process more transparent.
In terms of the requirements for the Group CEO, the Nomination Committee holds repeateddiscussions based on a backcasting approach, which involves thinking in reverse from megatrends
and the vision for the Asahi Group in the future, in an effort to pursue the best content for theserequirements at the opportune time.
Also, the Company makes appointments and assignments according to plan, offers training tosuccessor candidates, and carries out training, among other activities, for successors of future generations. Meanwhile, the Company arranges professional assessments by external organizations
and makes use of such means as 360-Degree Feedback. Through regular monitoring provided by
the Nomination Committee, the Company reviews such plans and makes revisions as necessary.
The Company provides Outside Directors and Outside Audit & Supervisory Board Members withinformation relating to the overview of the Asahi Group, including its businesses, financial affairs,
and organizations. At the same time, the Company provides opportunities for Outside Directors todeepen their understanding through such means as office visits.

Skill Set of the Group CEO
The Company has formulated its “Skill Set of the Group CEO” with the purposes of enhancing management sustainability and appropriately implementing the Group CEO succession plan through afair and transparent process.
The Skill Set of the Group CEO consists of skills distinctive to the role of Group CEO of theCompany, in addition to the skills required of such personnel in general, and specifies the skills necessary for performing the Group CEO’s role as the person with ultimate responsibility for businessexecution.

The chart below has been prepared in view of the Company’s internal and external businessenvironment as of now and five years into the future and is therefore subject to review in the eventof environmental changes and other factors.
The appointment, reappointment, and succession plan of the Group CEO are examined on thebasis of the Skill Set of the Group CEO.

Necessary Skills of the Group CEO

Personal Image
Ideal perceptions from inside and outside the Company, and ideal presence• A leader who, as a representative of Asahi Group, thinks the most deeply about AGP, embodying a senseof mission and ethical code
• A leader who, regardless of any business environment, always exhibits a clear vision that leads employees
and an unshakable code of values• A leader who actively encourages different thinking and achieves growth of employees and the Company
through maximizing the capabilities of employees

Personal Traits“Personality, attitude andstance” conducive toserving duties• Sincerity and humility• Mental toughness• Open-mindedness

Capabilities

Performance Record“Insight, ability, expertise”
required to accomplish duties

Necessary “experience andsuccesses”• Foresight, decisiveness, competency• Organizational leadership• Learning skills• Experience as a top managementof operating company or RHQ• Experience in international
operations• Experience in addressing discontinuous growth

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Succession

Appointment, Dismissal, and Evaluation of the Group CEO and Executive Directors
In order to assemble a management team that is capable of contributing to the sustained growth and medium- to long-term increases in the corporate value of the Asahi Group, nomination,
dismissal, and evaluation frameworks and standards have been established for the Group CEO and Executive Directors.

Appointment and Dismissal of the Group CEO
In order to realize effective corporate governance, the Board of Directors appoints as Group CEO
individuals who will contribute to the sustainable growth of the Group and help increase its corporate value over the medium to long term.
The appointment or dismissal of the Group CEO is based on the following guidelines. Suchappointment and/or dismissal is deliberated on by the Nomination Committee and determinedby the Board of Directors.
1) Persons who, based on the Skill Set of the Group CEO, possess experience, insight, andexpertise appropriate for the position of Group CEO are nominated.
2) A candidate shall be nominated as Group CEO after being deliberated on beforehand by
the Nomination Committee and judged to be appropriate.
3) In the event that there is a possibility that the criteria for dismissal, which have been determined in advance, are met, the Nomination Committee shall hold deliberations, and after the
results of said deliberations are verified by the Board of Directors, the relevant individual shallnot be nominated as a candidate for Director, and they shall also be dismissed from the position of Group CEO.

Evaluations of the Group CEO and Executive Directors
The Group CEO and Executive Directors are evaluated through the following framework to facilitatesustainable growth and increases in corporate value over the medium to long term.
1) Each fiscal year, Directors formulate annual activity plans based on the Medium- to LongTerm Management Policy and annual management plans, which are then finalized throughdiscussions with the Group CEO.
2) After the conclusion of each fiscal year, Directors submit self-evaluations of their activities to
the Group CEO and then discuss these evaluations, after which the Group CEO prepares evaluation proposals for the Directors.
3) In conjunction with the requests issued to the Compensation Committee by the Board of
Directors, the Group CEO submits the evaluation proposals for all Executive Directors, including themselves, to the Compensation Committee at the beginning of the following fiscal year.
4) The Compensation Committee discusses the impartiality and appropriateness of the evaluations and then decides the evaluations and compensation payments for the Group CEO andeach Executive Director. Total compensation amounts are decided within the scope determined by the Board of Directors.

Nomination of Executive Directors
To facilitate the sustained growth of the Group and increase its corporate value over the medium
to long term, Executive Directors are nominated in light of the Board of Directors Skill Matrix andthrough the following framework.
1) Each fiscal year, a request is submitted to the Nomination Committee by the Board of
Directors to formulate proposals for nominating Executive Director candidates for the following fiscal year from among the executive team.
2) The Nomination Committee discusses the appropriateness of all possible candidates.
Evaluations are shared with the Compensation Committee with regard to candidates forreappointment.
3) The candidate proposals formulated by the Nomination Committee are submitted to theBoard of Directors.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 202419

Succession

Cultivation of Management Personnel
Continuous Cultivation of Management Personnel
The Company continuously cultivates management personnel by establishing global human resource evaluations, increasing the effectiveness of evaluation opportunities, and linking these opportunities tohuman resource development programs. As part of these efforts, we develop succession plans based on global talent reviews conducted together by the Group CEO, Director Executive Vice Presidents, RHQ
CEOs, and the CHROs.
We also implement the Global Leadership Development Program (GLDP), which is an elective manager cultivation program that includes overseas businesses. This three-level program enhances the Groupmanagement personnel pipeline from a medium- to long-term perspective.

Development of Succession Plans Based on Global Talent Reviews

Elective Development Program Based on a Medium- to Long-Term Perspective

Overview of Global Talent Reviews
Participants Group CEO, Director Executive Vice Presidents, RHQ CEOs, and CHROs

Programs

Associated risks

Programorganizers

GLDP

Capacity to manage global

Group CEO

Executive

operations of the Asahi Group

Group CPO

Discussion
		Topics				1) Performance, potential, and flight risks of current managers
2) Succession planning for approximately 50 important Group positions
3) Plans for cultivating high-potential personnel

We have established Asahi’s Global Leadership Competency Model, which closely relates to andaugments the Board of Directors Skill Matrix.
Shapes Culture

Strategic Foresight

Drives Positive Impact

Fosters Culture

Systemic
Thinking

Steward for
Stakeholders

Learning Leader

Collaborative
Command

Advocates Asahi

Purpose-driven
LeaderChangeLeadership

Communication
Agility

Breakdown ofparticipants
Europe: 2

7

Oceania: 2Southeast Asia: 1
Japan: 2

GLDP

Asahi’s Global Leadership Competency Model

No. ofparticipantsin 2022

Advance

GLDP
Emerging

Strategy drafting skills that
contribute to the resolution ofsocial issues
Development of business models
based on the Asahi Group’sbusiness platform

Europe: 4Group CFOGroup CPO

14

Oceania: 4Southeast Asia: 2
Japan: 4
Europe: 5Group CGO
Group CPO

15

Oceania: 5Southeast Asia: 2
Japan: 3

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

20

Nomination CommitteeRole, Function, and Composition of the Nomination Committee
Under the guidance of the Outside Directors, the Nomination Committee works to ensure the transparency, impartiality, and appropriateness of officer assignments.

Members of the Nomination Committee in Fiscal 2024

I am committed to enhancing corporate
value by ensuring the impartiality andappropriateness of officer assignments.

Five members (of whom three are Outside Directors)
OutsideOutsideKenichiro Sasae
Chairperson, Nomination Committee

OutsideInternal

Message from the Chairperson of the Nomination Committee
As an advisory committee to the Board of Directors, the majority of which comprises independentand objective Outside Directors, the Nomination Committee responds to inquiries from the Board
by deliberating and reporting on the fairness and appropriateness of the appointment of Directors,
which forms the basis of corporate governance.
In the previous fiscal year, the Nomination Committee submitted a report that recommended
establishing a Board of 11 Directors comprising six Outside Directors and five female Directors aswell as diverse nationalities that include menbers from the U.S., Australia, and Japan. The aim of therecommendation was to strengthen decision-making capabilities and the executive oversight function and thereby sustain growth of the Group and enhance its corporate value over the medium tolong term. In doing so, the Nomination Committee deliberated on the establishment of a Board of
Directors with the necessary experience, insight, expertise, and skills required by the Company.
These deliberations were conducted with ­reference to the Board of Directors Skill Matrix, whichclarifies the personal requirements of the Company’s Directors. Reflecting the Asahi Group Code of
Conduct, the AGP, Asahi management strategies and attributes set out in the matrix, a good balance
and level of diversity were introduced in terms of knowledge, experience, and skills. These are
essential for the Company to realize sustainable growth and to increase corporate value over the
longer term.
In the current fiscal year, the Nomination Committee will continue to fulfill its responsibilities by
pursuing these longer term objectives.

Internal

Chairperson

Kenichiro Sasae (Outside Director)

MemberChristina L. Ahmadjian (Outside Director)

MemberTetsuji Ohashi (Outside Director)

MemberAkiyoshi Koji (Chairperson of the Board)

MemberAtsushi Katsuki (President and Group CEO, Representative Director)

Activities in Fiscal 2023
In fiscal 2023, the Nomination Committee convened a total of nine times.
• Deliberation and reporting regarding the nomination of Director and Audit & Supervisory Board
Member candidates• Deliberation and reporting regarding the appointment of the Representative Director, Chairpersonof the Board, President, Group CEO, and chief officers• Discussions were held on matters regarding the selection of Nomination Committee members
after reappointment, and the results thereof were reported to the Board of Directors• Report on the Nomination Committee activity plan for fiscal 2023 to the Board of Directors• Discussion on succession planning• Discussion on acquisition and cultivation of human resources

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

21

Director Remuneration

Director Remuneration as an Incentive to Enhance Corporate Value
The Company has designed a remuneration system linked with shareholder interests in order to serve as a sufficient incentive for corporate officers to achieve the AGP and realize theintegration of sustainability and management. This system ensures sound Director remuneration that is based on a transparent and fair process and leads to sustainable growth andenhancement of medium- to long-term corporate value.

 emuneration for Directors, Audit & Supervisory
R
Board Members, and the Independent
Accounting Auditor
Director Remuneration
Basic Policy

The basic policy on Director remuneration has been establishedin accordance with the following policies and based on a transparent and fair process.
• To reinforce the incentive to strive for sustainable growth andenhancement of corporate value over the medium to long term
• To offer remuneration of a nature and level that is effective incontinuing to secure outstanding human resources with diverse skills• To base remuneration on the role and magnitude of responsibilitiesof the Directors and their contribution to performance• To offer remuneration that varies greatly in accordance withperformance related to management strategies• To offer remuneration in which benefits and risks are shared withshareholders and that provides incentive to management from theviewpoint of ESG

percentage of variable remuneration is set at around 60% andis designed in accordance with the Director’s position and role.
Remuneration Level

The type of remuneration for Directors is set at a level of­remuneration aimed at the achievement of performance targets, taking into consideration the level of remuneration thatis ­effective for continuing to secure outstanding humanresources with diverse skills with reference to groups of global
companies and Japanese benchmarks that are the same inbusiness o­ perations, scale, and complexity in business regions,etc., as those of the Company.
Basic Remuneration (Fixed Remuneration)

Basic remuneration, which is a fixed monthly amount, is determined by adding expenses incurred by Directors, such as
health ­examination costs, to a fixed amount determined basedon Director position or role.
Variable Remuneration

Composition of Remuneration

Remuneration for the Directors of the Company comprises
basic remuneration, bonuses (annual and medium-term), andstock compensation. Remuneration for Outside Directors consists solely of basic remuneration. Based on the principle that
remuneration for Internal Directors should be closely linked toperformance, the percentage of variable remuneration (bonus
and stock compensation) in the annual income for the President
and Representative Director is set to be around 70%. In addition, the percentage of stock compensation, which is a form of
remuneration that shares benefits and risks with shareholders,is set at around 20%. For other Internal Directors, theAs a basic policy for further strengthening the incentive tostrive for the Company’s sustainable growth and enhancementof corporate value over the medium to long term, the system
for Director bonuses has been designed in consideration ofincreasing the ­percentage of variable remuneration (incentive)
within Directors’ annual income as well as contributing to theCompany’s sustainable growth (short-term, medium-term, andlong-term) and enhancing corporate value (in terms of bothfinancial value and social value) through the incentive system as
a whole.

Method for Determining Remuneration

Director remuneration is set in line with a resolution at a­meeting of the Board of Directors and within the total amountfor remuneration determined in advance at the General
Meeting of Shareholders. Before resolutions are made, theCompensation Committee, which is made up of a majority of
Outside Directors, acts as an advisory body to the Board of
Directors, evaluating the content of said resolutions. The
Compensation Committee utilizes objective external data, whennecessary, to ensure fair decision-making related to Director
remuneration. A Director’s individual remuneration is determined by the Board of Directors, with individual evaluations
and the determination of individual remuneration based on­evaluations entrusted to the Compensation Committee.
Revision of Amount of Each Type of Remuneration for
Directors

Against this backdrop, in a dramatically changing, unpredictableglobal management environment, we are working to create
greater incentives to achieve sustainable growth and increase
corporate value over the medium to long term, while also
securing excellent personnel with diverse capabilities on a
global basis and continuously developing management personnel from a medium- to long-term perspective. To promotethese initiatives, with reference to the levels of both global
companies and Japanese companies (top 100 by market capitalization) that are similar to the Company in terms of natureand scale of b
­ usiness and the complexity of business regions,the Company would like to revise the total amount of remuneration for Directors to an annual amount of up to JPY3 billion(including JPY400 million for Outside Directors) with the goal oftransitioning to even more competitive remuneration levels in
the medium term.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

22

Director Remuneration

Director Remuneration as an Incentive to Enhance Corporate Value
Summary of Variable Remuneration for Directors
Annual Bonus

Medium-Term Bonus

Composition of Remuneration (Compensation Model for
Achievement of FY2024 Performance Targets)

Stock Compensation

Objective

Strengthen incentive to strive for the Company’ssustainable and steady growth, enhancement offinancial value, and achievement of targets

Strengthen incentive to strive for the Company’s
discontinuous growth and achievement of
medium-term operating results

Strengthen incentive to strive for the Company’s
long-term ­sustainable increase in corporate value andalign interests and risks with those of shareholders

PeriodSingle fiscal year

Three years

Three years

Payment method

Cash

Cash

Stock

President andRepresentative
Director

30

Directors
and EVPs

Payment period

Every March

Every March

Upon resignation

Evaluation method

In line with (i)In line with (ii)

No

30

40

30

OutsideDirectors

20
15

Annual bonus

Medium-term bonus

Note: The percentage values show a scenario of achievement of the initially planned targets
for FY2024.

(i) Evaluation Method for Annual Bonus(ii) Evaluation Method for Medium-Term Bonus

Performance Coefficient and KPI for Annual Bonus and Individual Evaluation Coefficient

Performance Coefficient and KPI for Medium-Term Bonus and Individual Evaluation Coefficient

Individual payment amount = Role-specific basic remuneration × Performance coefficient (Payment ratio for core operating profit × 50% + Payment
ratio for profit attributable to owners of parent × 50%) × Individual evaluation coefficient** The individual evaluation coefficient comprehensively evaluates each individual’s contributions to enhancing the effectiveness of the Board of Directors
as a Director as well as their business execution performance as an Executive Director.
Set at 100% when targets are met, fluctuates within a range from 70% to 130%

Payment Ratio for Profit Attributable to
Owners of Parent (%)

Individual payment amount = Role-specific basic remuneration × Performance coefficient (Payment ratio for financial value indicators × 60% +Payment ratio for social value indicators [sustainability indicators] × 40%) × Individual evaluation coefficient** Set as a KPI that is linked to KPIs in annual business plans and that aims for steady and continuous improvement in financial value
Set at 100% when targets are met, fluctuates within a range from 70% to 130%

Payment Ratio for Financial Value Indicators(%)

Payment Ratio for Social
Value Indicators (%)

Evaluation Criteria for Our Social
Value Indicators

200

150

Evaluation

Payment Ratio

Areas

Weight

150

125

S

150

Climate Change

20%

1 point–5 points 20 points–100 points

100
50
0

Lower limit Target value Upper limit

Consolidated Core Operating Profit

Payment Ratio

200
150

Payment Ratio

Payment Ratio

Payment Ratio for Core Operating Profit (%)

15

100

Basic remuneration
Stock compensation

Introduction of malus and clawback clause: In the event that any corporate officer who is eligible to receive a bonus is found to have committed any of the following acts that are detrimental to the enhancement of corporate value,
the bonus amount or all or part of the determined share granting points will be reduced or returned to the Company.
1. Persons whom the Board of Directors deems appropriate to forfeit the bonus amount or share granting points due to misconduct or other reasons
2. Persons whom the Board of Directors deems appropriate to forfeit the bonus amount or share granting points due to falling under any of the grounds for disqualification for Directors as stipulated in the Companies Act
3. Other persons whose actions are deemed by the Board of Directors to be equivalent to those outlined in 1 or 2 above.

20

(%)

100
50
0

Lower limit Target value Upper limit

Remuneration for Audit & Supervisory Board Members
Remuneration for Audit & Supervisory Board Members is set throughdiscussions by the Audit & Supervisory Board Members and within the
total amount for remuneration determined in advance at the General
Meeting of Shareholders. The remuneration offered to Audit &Supervisory Board Members consists only of basic remuneration (a fixedmonthly amount) and is determined through discussions by the Audit &Supervisory Board Members in accordance with job responsibilities andmember status as inside or outside. Survey data from external­professional organizations is also utilized in this process.

Total Score

A

125

Plastics

20%

1 point–5 points 20 points–100 points

B

100

Water

20%

1 point–5 points 20 points–100 points

75

C

75

Responsible Drinking

20%

1 point–5 points 20 points–100 points

50

D

50

DE&I

20%

1 point–5 points 20 points–100 points

Total

100% 1 point–5 points 100 points–500 points

100

Profit Attributable to Owners of Parent

Notes: 1.	Set as a KPI that is linked to KPIs in annual business plans and that aims for steady and continuous improvement in financial value
2.	Set at 100% when targets are met, fluctuates within a range from 0% to 200%
3.	As a basis, the upper limit is set at 115% of the target value and the lower limit is set at 85% of the target value. Every year, the upperand lower limits are determined after examining the appropriateness of their levels.

Score

75%

100%

125%

150%

Target Value for Free Cash Flow
Notes: 1.	Set as a KPI that is linked to KPIs in mediumterm business plans and that aims forenhancing cash flow management
2.	Set at 100% when targets are met, ­fluctuates
within a range from 50% to 150%

Notes: 1.	Set as a KPI that is linked to KPIs in medium-term business plans and that aims for improvement insocial value		
2.	Comprehensively evaluates progress and status of achievement of sustainability ­indicators (climatechange, packaging, water, emissions, responsible drinking, and enhancement of human capital)
		
3.	Set at 100% when targets are met, fluctuates within a range from 50% to 150%

Reference: Amount of the Remuneration for Directors and Audit & Supervisory Board Members (2023)
Fixed Remuneration
Basic Remuneration
Number ofpeopleDirectors (of whom, Outside Directors)
Audit & Supervisory Board Members(of whom, Outside Audit & Supervisory
Board Members)(JPY million)

Variable Remuneration
Annual Bonus

Total

Number ofpeople9 (4)329 (78)7 (4)128 (49)

Medium-Term Bonus

Total

Number ofpeople5 (—)

264 (—)

— (—)

— (—)

Stock Compensation

Total

Total

Number ofpeople

Total

5 (—)

127 (—)

5 (—)

107 (—)

828 (78)

— (—)

— (—)

— (—)

— (—)

128 (49)

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

23

Compensation CommitteeRole, Function, and Composition of the Compensation Committee
Under the guidance of the Outside Directors, the Compensation Committee works to ensure the transparency, impartiality, and appropriateness of officer compensation.

The Compensation Committee will endeavor
to further globalize and evolve Director
remuneration so that it helps to enhance
the Company’s medium- to long-term
corporate value.

Members of the Compensation Committee in Fiscal 2024
Five members (of whom three are Outside Directors)
OutsideOutsideChristina L. Ahmadjian

Chairperson, Compensation Committee

OutsideInternal

Message from the Chairperson of the Compensation Committee
As an advisory committee to the Board of Directors, the majority of which comprises independentand objective Outside Directors, the Compensation Committee responds to inquiries from theBoard by deliberating and reporting on the remuneration of Directors and other important matterspertaining to corporate governance. The committee also makes decisions on such matters basedon authority delegated to it by the Board.
The committee’s deliberations focus on referring to the Director remuneration system and thestandards established by the Board as the basis for determining assessments of individual Directors
and for determining their amounts of remuneration as individuals.
Responding to an inquiry received from the Board of Directors, in fiscal 2023 the committee
submitted a report recommending revision of the total amount of remuneration for Directors to anannual amount of up to JPY3 billion, which includes JPY400 million for Outside Directors. The aims ofthis revision are to create greater incentives for the achievement of sustained growth and theenhancement of corporate value over the medium to long term and to develop excellent personnel
with diverse skills on a global basis by transitioning to more-competitive remuneration levels overthe medium term and by establishing Director remuneration that is strongly linked to management
strategies and performance. The recommendations were formulated with reference to the remuneration levels of both global companies and Japanese companies (top 100 by market capitalization)that are similar to the Company in terms of business lines, business scale, and complexity of business regions.
With sights set on elevating the Company’s medium- to long-term corporate value, in the current fiscal year the Compensation Committee will continue advancing the further globalization andevolution of Director remuneration.

Internal

Chairperson

Christina L. Ahmadjian (Outside Director)

MemberKenichiro Sasae (Outside Director)

MemberTetsuji Ohashi (Outside Director)

MemberKeizo Tanimura (Director EVP and CHRO)

MemberKaoru Sakita (Director EVP and CFO)

Activities in Fiscal 2023
In fiscal 2023, the Compensation Committee convened a total of 10 times.
• Discussion and decision regarding individual evaluations tied to annual bonus amounts• Discussion, decision, and reporting to Board of Directors of officer bonuses (annual and mediumterm) and allocation of points for stock compensation• Discussion and reporting to the Board of Directors of the appointment of members of theCompensation Committee after reappointment• Discussion of social value indicators for medium-term bonuses• Discussion of evaluation systems for Executive Directors• Discussion regarding officer compensation for fiscal 2024 and beyond

ASAHI GROUP CORPORATE GOVERNANCE REPORT 202424

Sustainability CommitteeRole, Function, and Composition of the Sustainability Committee
The Sustainability Committee is strengthening the monitoring function of the Board of Directors.

Members of the Sustainability Committee in Fiscal 2024

Approaching matters from a supervisory
viewpoint, I will contribute to leadershipin sustainability.

Four members (of whom two are Outside Directors)
Internal

Internal

Atsushi Katsuki
Chairperson, Sustainability Committee

OutsideOutsideMessage from the Chairperson of the Sustainability Committee
One of Asahi’s core medium- to long-term strategies calls for efforts to integrate sustainability into
management in order to positively impact both society and the Group’s businesses, contributing tosolving societal issues. To realize this strategy, we are increasing the effectiveness of sustainabilityrelated governance and promoting initiatives based on such ESG materiality.
In December 2023, the Sustainability Committee was established as an advisory body to theBoard of Directors to strengthen its monitoring capabilities. On the executive side, the Company
previously established the Global Sustainability Committee, thereby creating a corporate governance system that encompasses sustainability advancement. The establishment of the Sustainability
Committee on the supervisory side will improve the effectiveness of sustainability-related governance by enabling the establishment of a well-balanced governance system with both supervisoryand executive functions.
Depending on the inquiries received and the matters to be deliberated, the Sustainability
Committee will discuss important themes related to sustainability while taking into account megatrends and other medium- to long-term perspectives. In conducting deliberations that anticipate thedistant future, the committee will invite outside experts and incorporate their expertise and diverse
opinions into its deliberations and then submit recommendations to the Board of Directors.
With the aim of further integrating sustainability and management, I will fulfill my role as
Chairperson of the Sustainability Committee by providing leadership on sustainability from a supervisory perspective. Our progressive efforts will provide society with an example of best practice in
the integration of sustainability and management.

Chairperson

Atsushi Katsuki (President and Group CEO, Representative Director)

MemberKeizo Tanimura (Director EVP and CHRO)

MemberChristina L. Ahmadjian (Outside Director)

MemberMari Matsunaga (Outside Director)

Activities in Fiscal 2023
In fiscal 2023, the Sustainability Committee convened once.
Deliberation of policies on Sustainability Committee proceedings
Deliberation of fiscal 2024 discussion themes

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

25

Management Team

Evolving Group Governance to Maximize Corporate Value That Surpasses the Total Sum of Value of Each of Our Businesses
Establishment of New Group CxO Positions
The Company has reformed its executive structure to strengthen Group governance and maximize corporate value based on its Medium- to Long-Term Management Policy. We have redefined the functions of
the previously appointed CxOs and established new Group CxOs in the five areas of finance, people, growth, sustainability, and R&D.

Group CEO (G-CEO) 			

Finance

PeopleAtsushi Katsuki

GrowthSustainability

R&D

Kaoru Sakita

Keizo Tanimura

Taemin Park

Group Chief

Group Chief

Drahomira
Mandikova

Manabu SamiGroup Chief
Financial Officer

People Officer

Growth Officer

Group Chief

R&D Officer(G-CFO)(G-CPO)(G-CGO)

Sustainability Officer(G-CR&DO)

Group Chief(G-CSO)

Drives the development of IT environments,
cybersecurity, and Group procurement, in
addition to financial management, including
financial planning, fund procurement andmanagement, and taxation

Promotes enhancement of human capitalby securing human resources with therequired capabilities, developing personnel,
promoting diversity, and fostering theGroup’s corporate culture

Promotes Group-wide growth throughM&As, collaborations, new businessdevelopment, category expansion, andthe creation of Group synergies

Primarily promotes the integration ofsustainability into management, one of thecore strategies set forth in the Medium- to
Long-Term Management Policy

Leads the Group in the research anddevelopment of new technologies, products,
and services to create innovative products,
improve operations, and create new
businesses

Advisory Bodies to the Group CEO
The Executive Committee, a newly established advisory and reporting body to the Group CEO, consists of the Group CxOs, Region CEOs, and other members of senior management and discusses mattersrelated to the Group’s overall strategy and the direction of Group-wide initiatives while providing expert advice to the Group CEO.
Executive Committee
Region CEO
Japan

Group CxO
(6)

EuropeOceaniaSoutheast Asia

Kenji
HamadaPaolo
Lanzarotti

AmandaSellers

Erwin
Selvarajah

Naoko
Nishinaka

Ryoichi
Kitagawa

CEO

CEOGroup CEOSenior Executive

Asahi Europe andAsahi Beverages

President (EVP)

Officer (SEO)

Japan, Ltd.

International Ltd.

Pty, Ltd.

Group CEOAsahi Holdings
Southeast Asia
Sdn. Bhd.

Executive Vice

Asahi GroupASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

26

Management Team

Message from the Group CEO

Atsushi Katsuki
President and Group CEO,
Representative Director

The Company has established a Group governance structure that
achieves the aims of corporate governance, which are to realize sustainable growth and enhance corporate value over the medium to long term,
and that helps enhance the effectiveness of corporate governance.
The Company believes that realizing “Our Mission,” which is set out in the AGP and calls on the Groupto “deliver on our great taste promise and bring more fun to life,” will lead to medium- to long-term
increases in the corporate value of the Asahi Group. The Company has recently formulated a new
Corporate Statement: Make the world shine. This expresses the social value and purpose that theCompany is pursuing to realize the AGP and is a promise to create a brighter world for tomorrow by
delivering great taste and fun that brings people closer to enjoy the moments that matter.
With the aim of achieving sustainable growth and medium- to long-term increases in the Group’s
corporate value based on the AGP and our Corporate Statement, we, the management team, areresponsible for the business execution of the Group under the supervision of the Board of Directors.

In anticipation of the long-term and ultra-long-term changes expected in society and in theeconomy, the long-term strategy and concept of the Medium- to Long-Term Management Policy
call on the Company to “Contribute to sustainable society and respond to changing conceptions ofwell-being through delivering great taste and fun.” This policy is aimed at developing our ideal business portfolio by using premiumization as the basis for the achievement of growth in beer andother existing businesses and by growing new business areas. Additionally, the policy targets sustainable growth by promoting the three core strategies of innovation through digital transformation,
bolstering of our research and development capabilities, and integration of sustainability into ourmanagement. Other efforts to strengthen the management foundation that supports long-term
strategies include enhancement of human capital and evolution of Group governance in order todevelop an optimal organizational structure. In these ways, the Group aims to realize sustainablegrowth and enhance its corporate value through co-creation activities with all of its stakeholders.
In April 2024, I renewed the Company’s RHQ-based executive structure with the aim of concretely advancing the Medium- to Long-Term Management Policy, thereby maximizing the Group’s
corporate value and raising it above the sum of the value of individual businesses. To further promote globalization of the Group’s management by having diverse executives participate in decisionmaking processes, we decided to enable the participation of the Region CEOs of Japan, Europe,
Oceania, and Southeast Asia in the overall management of the Group. Further, we redefined theroles of Chief Officers (CxOs) by establishing Group CxOs, who are tasked with optimizing the Group
as a whole in the areas of finance, people, growth, sustainability, and R&D. Group CxOs will work in
consultation with Region CEOs to advance measures aimed at optimizing the entire Group. We also
newly established the Executive Committee (ExCom), which mainly comprises Group CxOs andRegion CEOs and serves as an advisory body to the Group CEO. ExCom will deliberate themes
related to the Group’s overall strategy from a medium- to long-term perspective as well as the direction of Group-wide measures and provide recommendations pertaining to the decision-making of
the Group CEO. This renewed executive structure will facilitate management decisions aimed at
maximizing corporate value over the medium to long term. In addition, based on close communication between ExCom and the Board of Directors, the executive and supervisory teams will work intandem to increase the effectiveness of the Company’s corporate governance even further.
We remain strongly committed to our management stance of earning the trust of the stakeholders of the future through co-creation with our employees and other internal and external stakeholders of today. Looking ahead, we will continue to practice management that is oriented toward global
growth from a medium- to long-term perspective while bolstering communication with stakeholders
through meticulous disclosure and engagement.

Note: The Corporate Statement is on page 17 of Asahi Group Integrated Report 2024.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

27

Enhancing the Effectiveness of the Board of Directors

Framework and Initiatives for Continuously Enhancing the Effectiveness of the Board of Directors
In order to enhance corporate value on a continuous basis, the Company’s Board of Directors has established a framework to ensure that the Board’s activities are carried out in an
effective manner. Under this framework, the Board is striving to enhance the effectiveness of its activities.
In addition, to realize a virtuous spiral for continuously enhancing the Board’s effectiveness, every year the Board (1) drafts an annual activity plan, (2) conducts effective activities
under its established framework, (3) evaluates the effectiveness of its annual activities, and (4) sets into motion a PDCA cycle that helps formulate the coming year’s annual activity plan
based on an awareness of issues identified from the effectiveness evaluations and other measures. The Board makes ongoing efforts to further enhance the quality of its effectiveness.

Framework for Enhancing the Effectiveness of the Board of Directors
To implement the Asahi Group Philosophy (AGP), realize sustainable growth, and increase corporate value over the
medium to long term, the Company’s Board of Directors must maintain a high level of effectiveness.
To do so, the Board of Directors must be able to hold meaningful debate on appropriately determined topics andengage in timely decision-making and supervision of business execution. The Board should therefore comprise Directors
who possess the necessary skills determined under the Board of Directors Skill Matrix as well as decision-making andsupervisory capabilities. The Board also operates in a manner that helps it maintain and enhance its effectiveness.
The Board of Directors and the Directors themselves are supported by the effective audits of the Audit &Supervisory Board, which evaluates the effectiveness of the Board of Directors on its own and seeks to make improvements, and are also aided by the participation of the Nomination Committee and the Compensation Committee, both ofwhich consist of a majority of Outside Directors.
Also, the Board of Directors holds evaluations of its effectiveness each year with the aim of identifying issues thatshould be addressed in order to further enhance its effectiveness. Through these evaluations, improvements are madeon an ongoing basis. In this way, the Board seeks to maintain and enhance a high level of effectiveness.
Through this type of framework, the Company’s highly effective Board of Directors promotes management based on
the AGP with the aim of ensuring that the Asahi Group will continue to enjoy a high level of trust from its stakeholders
well into the future.

 ycle of Enhancement of the Effectiveness of the Board ofC
Directors
A PDCA cycle is implemented on an annual basis to continuously enhancethe effectiveness of the Board of Directors, the Nomination Committee, andthe Compensation Committee.

Creating a virtuous
PDCA cycle

ActionCheck

Medium- to Long-Term Increases in Corporate Value

Do
Plan

Enhancement of Effectiveness of the Board of Directors

Highly effective decision-making
Selection of
appropriate
themes×

Substantive
discussions

×

Timelydecision-making

Decision-making skills

Measures toenhanceeffectiveness•P rovide information•E nsure adequate timeetc.

Highly effective supervision
Selection of
appropriate
themes×

Substantive
discussions

×

Timelysupervision ofbusiness
execution

Establishment of anactivity plan for the
fiscal year based on
the issues andresponse measuresconfirmed in theprevious fiscal year’s
evaluation

Deliberation on andmonitoring of
responses to theissues identified basedon the annual plan aswell as necessary
discussion points

Evaluation ofeffectiveness(identification ofissues by the Board of
Directors with the
involvement of third
parties to help ascertain
the level of effectiveness)

Confirmation of theissues and the
response measures
based on theevaluation results

Business execution andsupervisory skills

Board of Directors Skill Matrix Essential skills for enhancing effectiveness of the Board of Directors
ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

28

Enhancing the Effectiveness of the Board of Directors

Evaluation of the Effectiveness of the Board of Directors
The effectiveness of the Board of Directors (including the Nomination and Compensation committees) in fiscal 2023 was evaluated based on actual evaluations by the Board of Directors
itself, a formal evaluation by the Secretariat of the Board of Directors, and the opinions of a third party who observed the entire process. These evaluations were carried out in order toestablish corporate governance that is even more substantial and effective than previously.

Summary of Evaluation Results
In fiscal 2023, the Board of Directors, the Nomination Committee, and the Compensation Committee
each functioned effectively and fulfilled their responsibilities for the enhancement of corporate value
over the medium to long term.
Further, the Company has recognized issues that must be addressed if it is to continue
earning favorable evaluations from stakeholders globally and to enhance corporate value going
forward. Consequently, the Company deems certain measures that are required to beundertaken.

Evaluation Focus
Evaluation Focus 1

Is effectiveness continuously improving? (Effectiveness of decision-making andeffectiveness of supervision)

Evaluation Focus 2

What is a desirable future state for the Company’s Board of Directors?

Evaluation Key Points• Evaluation of the current status of the Board of Directors, the Nomination Committee, andthe Compensation Committee and the progress of initiatives to enhance their effectiveness• Important requirements for the enhancement of corporate value over the medium to long term
• Evaluation of initiatives in each field, including long-term and ultra-long-term strategies

Recognized Issues(1) Evolution of directors’ functions and perspectives in anticipation of the future(2) Further enhancement of the strategic nature of deliberations(3) Establishment of more opportunities for deliberations on strategy(4) Increase in succession-related deliberations by the Nomination Committee
Having been included in the fiscal 2024 annual activity plans of the Board of Directors, theNomination Committee, and the Compensation Committee, these issues will be addressed. Activities
to address the issues are as shown at the top of the column on the right.

(1) E volving the roles and perspectives required of the Chairperson of the Board, Executive Directors,
Outside Directors, and the Nomination and Compensation committees(2) A ppropriately sharing the issues and discussion points, hypotheses, and measures that could
potentially be taken in relation to agenda items and deepening deliberations(3) P roviding opportunities at both inside and outside meetings of the Board of Directors for deliberation and recognition of medium- to long-term strategic themes(4) P roviding more information and increasing deliberations on the progress of the development, evaluation, and selection of candidates

Evaluation Method
The evaluation of the effectiveness of the Board of Directors in fiscal 2023 focused on substance.
From December 2023 to January 2024, three types of evaluations and opinions were received: anevaluation by Directors and Audit & Supervisory Board Members, an evaluation by the Secretariat of
the Board of Directors, and third-party opinions. Based on these evaluations and opinions, in March2024 the Board of Directors held deliberations to determine the evaluation of its effectiveness infiscal 2023 and the issues to be addressed in fiscal 2024.
Evaluation by Directors and Audit & Supervisory Board Members
Through interviews and a survey that were conducted by a third party, all Directors were asked to provide their opinions regarding a small number of items that focused on substantive issues. A survey ofthe opinions of Audit & Supervisory Board Members was also conducted by the third party. The
results of these interviews and surveys were compiled and subsequently analyzed by the third party.
Evaluation by the Secretariat of the Board of Directors
The Secretariat of the Board of Directors, together with a third party, assessed formal evaluation
items pertaining to the Board’s effectiveness.
Third-Party Opinions
The Company received the opinions of a third party based on the evaluation by Directors and Audit& Supervisory Board Members and the evaluation by the Secretariat, as well as on materials such as
the minutes from Board of Directors’ meetings.

WEB

Evaluation Results of the Effectiveness of the Board of Directors, the Nomination
Committee and the Compensation Committee (March 26, 2024)

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

29

Enhancing the Effectiveness of the Board of Directors

Evaluation of the Effectiveness of the Board of Directors(Reference) Excerpts from Opinions Provided in the Evaluation by Directors and Audit & Supervisory Board Members (Summary)
Board of Directors

Nomination and Compensation Committees

Opinions indicating effectiveness

Opinions indicating effectiveness• The Board of Directors is functioning effectively for the achievement of sustained growth and the• Based on a high degree of independence and planning, the Nomination and Compensation committees

enhancement of corporate value over the medium to long term.

are each handling important agenda items.

• The statement of diverse, essential opinions ensures substantial deliberations. Further, the results of• Regarding nominations, deliberations aimed at the realization of sustainable management are being con-these deliberations are reflected in the execution of business operations.

ducted, and the selection of Directors and business performance reflect the achievements to date.

• The effectiveness of the Board of Directors is evident from the Company’s performance in a volatile• The Compensation Committee is conducting meaningful discussions on how to enhance the competitive-

market environment.

ness of Director remuneration in the global human resources market.

• Based on risk appetite, the Board of Directors is able to both encourage and support risk-taking in theOpinions recognizing issues for further enhancement

execution of business operations from a long-term perspective.

• Given the importance of securing and developing human resources for the future, more opportunities

Opinions recognizing issues for further enhancement

should be provided for the Nomination Committee to deliberate on nominations.

• A reconfirmation of the functions and roles of Directors that takes into account the progress of globaliza-• In light of the progress of globalization, the Compensation Committee should accelerate discussions thattion and the new management structure is desirable.

are focused on global levels of Director remuneration.

• As the agenda items of the Board of Directors become more diverse, further enhancement of the strategic
nature of agenda setting and deliberations is important.
• I would like to see more opportunities for focused discussions on the realization of core strategies andother medium- to long-term strategies.

Progress of Fiscal 2023 Initiatives Implemented in Response to Issues Identified in Fiscal 2022
Identified Issues(1) Reconfirming the Company’s vision for the Board of Directors(2) Further enhancing the effectiveness of deliberations, which are
the basis of the Board of Directors’ effectivenessStatus of Response• Deliberations were held on corporate governance, including the role and composition that the Board of Directors should have andthe roles that the Chairperson of the Board and Directors should play going forward.
• The Board of Directors, the Nomination Committee, and the Compensation Committee established annual plans to address important
agenda items. Also, monitoring was facilitated by providing executive summaries and other forms of concise information.
• Overseas inspection tours, business site inspections, training, and briefings were conducted for Outside Directors and Outside Audit& Supervisory Board Members. In addition, the provision of information was increased through such measures as the periodic publication of reports for Outside Directors and Outside Audit & Supervisory Board Members.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

30

Audit & Supervisory Board Members and the Audit & Supervisory Board

Role, Composition, Function, and Activities of Audit & Supervisory Board Members and the Audit & Supervisory Board
The Audit & Supervisory Board performs its duties to drive improvements in corporate governance along with ongoing increases in corporate value.
The Audit & Supervisory Board and Audit & Supervisory Board Members contribute to the continuous enhancement of corporate value by playing essential roles in the administration of corporate
governance. With fiduciary responsibility and accountability to shareholders in mind, the Board andits members audit the operational execution of Directors, the Group CEO, and other members ofmanagement from an objective standpoint through utilization of the merits of the Audit &Supervisory Board Member system. These merits include independence from the Board of
Directors and management, the autonomy of Audit & Supervisory Board Members, and consultations between Standing Audit & Supervisory Board Members and Independent Outside Audit &Supervisory Board Members, who constitute a majority.
With the aim of ensuring a good balance throughout the Audit & Supervisory Board in terms of
the knowledge, experience, skills, and diversity required to help the Company sustain growth andincrease corporate value over the medium to long term, the Audit & Supervisory Board comprises
suitable persons with the wealth of experience, deep insight, and advanced expertise and skills
required by the Company. These attributes have been set out in the Audit & Supervisory Board Skill
Matrix to clarify the requirements for membership of the Company’s Audit & Supervisory Board. In
addition, three of the Audit & Supervisory Board Members are Outside Audit & Supervisory Board
Members who meet the Company’s requirements for independent officers, facilitating the combination of information held by the Standing Audit & Supervisory Board Members and the expertise of
the Outside Audit & Supervisory Board Members. This composition of the Audit & Supervisory
Board ensures that it has an independent and objective standpoint that enables its members toproactively exercise authority, make appropriate judgments, and take action accordingly.

Message from the Chairperson

Yukitaka Fukuda
Chairperson of the Audit &Supervisory Board, Standing Audit& Supervisory Board Member

As the importance of corporate governance keeps growing and the
Asahi Group’s business expands, the roles of the Audit & Supervisory
Board are becoming increasingly far-reaching and complex.
In continuing to enhance its effectiveness, the Audit &Supervisory Board will evaluate its effectiveness in light ofadvice from third-party organizations. Moreover, the Audit &Supervisory Board aims not only to be more effective but also
to help enhance the corporate value of the Asahi Group. To
these ends, as an independent body entrusted by shareholders, the Audit & Supervisory Board will work in consultation with
the Board of Directors to support the establishment of highly
transparent, sound corporate governance.

 ajor Activities of the Audit & Supervisory Board in Fiscal 2023
M
(Regular activity reports submitted to the Board of Directors)
1. Holding of 12 meetings
2. Discussion of the following topics:• Resolution of audit policies and plans for fiscal 2023 at the beginning of the fiscal year and interim
and full-year auditing activity reviews• Decisions regarding legally mandated items, including preparation of audit reports and appointment/
dismissal and compensation of independent accounting auditor• Confirmation and discussion of quarterly review reports by independent accounting auditor, audit
results, and key audit matters and response of independent accounting auditor• Examination of issues uncovered by evaluations of Audit & Supervisory Board effectiveness
Major Activities• Attendance at important meetings (Board of Directors’, Corporate Strategy Board, Compliance
Committee, Risk Management Committee)• Sharing of information and exchanges of opinions with the independent accounting auditor (explanation of audit plans, quarterly review reports, audit result reports from independent accounting
auditor, etc.)• Sharing of information and exchanges of opinions with Internal Audit Section (implementation ofinternal control systems, confirmation of risks, etc., sharing of information, etc.)• Exchanges of opinions with the Chairperson of the Board and the Group CEO and confirmationand information sharing of management policies, conditions, and issues, etc., through meetings• Information sharing and exchanges of opinions with Executive Directors other than the
Chairperson of the Board and the Group CEO and Standing Audit & Supervisory Board Members• Information sharing and exchanges of opinions with Outside Audit & Supervisory Board Members
and financial and legal affairs departments• Sharing of information and exchanges of opinions with standing audit & supervisory board members of domestic Group companies (confirmation of implementation status of internal control systems, risks, etc., sharing of information, etc.)• Meetings with audit & supervisory board members and audit departments of domestic Group­companies and independent accounting auditor• Audits of domestic Group companies• Participation in meetings of overseas RHQ audit committees (confirmation of implementation
status of internal control systems, risks, etc.)• Audits of overseas Group companies

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

31

Audit & Supervisory Board Members and the Audit & Supervisory Board

Role, Composition, Function, and Activities of Audit & Supervisory Board Members and the Audit & Supervisory Board
Composition of the Audit & Supervisory Board
With the aim of ensuring a good balance throughout the Audit & Supervisory Board in terms of the knowledge, experience, skills, and diversity required to help the Company sustain growth and increase corporate value over the medium to long term, the Audit & Supervisory Board comprises suitable persons with the wealth of experience, deep insight, and advanced expertise and skills required by the Company.
These attributes have been set out in the Audit & Supervisory Board Skill Matrix to clarify the requirements for membership of the Company’s Audit & Supervisory Board. In addition, three of the Audit &Supervisory Board Members are Outside Audit & Supervisory Board Members who meet the Company’s requirements for independent officers.

Audit & Supervisory Board Skill Matrix
The Audit & Supervisory Board Skill Matrix sets out the skills that the Audit & Supervisory Board
requires to perform audits.
Definitions of the skills set out in the Audit & Supervisory Board Skill Matrix are as follows.
Skill

Definition

Finance andaccounting• Auditing ability based on expert knowledge and insight in finance and accounting

Legal andcompliance• Auditing ability based on expert knowledge and insight in legal matters• Ability to audit the establishment and operating status of compliance systems

Audit Risk management
Skills and internal

control• Ability to audit the establishment and operating status of risk management systems
for corporate management• Ability to audit the establishment and operating status of internal control systems

Corporate management andoperatingprocesses• Ability to audit the status of corporate governance based on insight into operatingprocesses, human resources, and corporate culture gained through corporate
management experience or through management and executive experience at
the Company

Audit & Supervisory
Board Members

Internal

Internal

OutsideOutsideOutsideAudit Skills
Finance and accounting

Legal and compliance

Risk management andinternal control

Corporate management
and operating processes

Yukitaka Fukuda
Akiko Oshima
Yutaka Kawakami
Shigeo Ohyagi
Sanae Tanaka

Please note that the Audit & Supervisory Board Skill Matrix lists the skills that Audit & Supervisory
Board Members are expected to exhibit in their roles and does not represent all the knowledge andexperience possessed by each Audit & Supervisory Board Member.

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

32

Audit & Supervisory Board Members and the Audit & Supervisory Board

Evaluation of the Effectiveness of the Audit & Supervisory Board

I. Evaluation Methods
The evaluation took into account advice from external experts
and was based on the results of questionnaires and interviews
with Audit & Supervisory Board Members and others.

Results ofquestionnaires

Results ofinterviews

Other (advice)

Targeted Members• Standing Audit & Supervisory Board Members
and Outside Directors• Standing audit & supervisory board members ofGroup companies• Departments being audited by the Company andGroup companies• Chairperson of the Board and the President andRepresentative Director• Standing Audit & Supervisory Board Members
and Outside Directors• Standing audit & supervisory board members ofGroup companies• Head of the Internal Audit Section of the Company• Independent accounting auditors• External experts (evaluation support consultants)

II. Evaluation Results
The Company’s Audit & Supervisory Board concluded that it was“acknowledged as functioning effectively” in fiscal 2023.

Phase 1

Phase 2

(FY2018–FY2019)(FY2020–FY2022)

Expand and deepen cooperation
with Outside Directors

Enhance global
systemEmergency
response
Operational
improvements
Promotion ofunderstanding ofrelated parties
PDCA

Start of effectiveness evaluation of
the Audit & Supervisory Board

Evaluation Materials

III. Initiatives Going Forward
Although at present the effectiveness of the Audit & Supervisory Board has been confirmed, the realization of continued enhancementof its effectiveness will require the reflection of changes in the business conditions or governance structure of the Company as well asother changes in the Audit & Supervisory Board’s environment through continuous implementation of a PDCA cycle.
In fiscal 2023, the vision for an Audit & Supervisory Board audit system under the global four-Regional Headquarters (RHQ) system
was discussed. Based on the results of these discussions to date, in fiscal 2024 the main priority will be to implement an Audit &Supervisory Board audit system under the global four-RHQ system. In particular, efforts will focus on redeveloping foundations with theaim of further increasing the effectiveness of Audit & Supervisory Board Member’s global auditing activities. Priority tasks will be the rearrangement of audit targets and the construction and operation of information-gathering systems.
The Audit & Supervisory Board will continue enhancing its own effectiveness to advance audit and supervisory activities befitting
Asahi Group Holdings’ position as a Japan-based global corporation.

Enhance collaboration with
External Accounting Auditor andinternal audit section

Reviewing/expanding
information-gathering system

Enhancement of Group governance (especially, overseas)
Construction of system toensure medium- tolong-term effectiveness
Reinforce emergency
response system

Revision of emergency
response guidelines

Strengthen operational aspects of
the Audit & Supervisory Board

Response to the
COVID-19 pandemic

Issuance of Audit &Supervisory Board Handbook

Issuance of Audit &Supervisory Board Handbook forGroup companies

Phase 3
FY2023

Transition to global
four-RHQ system

The Company’s Audit & Supervisory Board has been evaluating
its own effectiveness as an ongoing initiative.
The evaluations are self-assessments implemented by the
Audit & Supervisory Board with the support of external experts
and form part of a PDCA cycle aimed at further enhancing theeffectiveness of the Board.
An overview of implementation in fiscal 2023 is as follows.

Discussion on the vision
for an Audit & Supervisory
Board audit system under
the global four-RHQ system(Discussion on thebasic policy forthe implementationof the system)

Training with emergency response as
the theme, and revision of guidelines
based on the emergency response

FY2024

Implementation of the Audit & Supervisory
Board audit system under the global fourRHQ system• Rearrangement of audit targets (improve­efficiency and verify audit scope)• Construction and operation of informationgathering system

Continuously enhance functionality ofemergency response system
Continuously strengthen operation

Issuance of English language materials
to explain the Audit & Supervisory Board
system to overseas Group companies

Continuously promote understandingof the Audit & Supervisory Board system

PDCA cycle centered on the effectiveness evaluationWEB

Evaluation Results of the Effectiveness of the Audit & Supervisory
Board (March 27, 2024)

ASAHI GROUP CORPORATE GOVERNANCE REPORT 2024

33

Corporate Profile

Asahi Group Holdings, Ltd.
Registered Address

1-23-1 Azumabashi, Sumida-ku, Tokyo 130-8602

Established

September 1, 1949

Representative

Atsushi Katsuki, President and Group CEO, Representative Director

Paid-in Capital

JPY220,216 million (As of December 31, 2023)

No. of Employees(Consolidated)

28,639 (As of December 31, 2023)

Net Sales(Consolidated)

JPY2,769.1 billion (Fiscal year ended December 31, 2023)

https://www.asahigroup-holdings.com/