CORPORATE GOVERNANCE OF ASAHI GROUP 2023

PUBLISHED JUNE 2023

Contents

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Message from the Chairperson

Board of Directors and Audit& Supervisory Board

Corporate Governance Policies
and Characteristics

Board of Directors• The Company’s Approach to
Corporate Governance• Directors and Audit & Supervisory
Board Members Supporting
Governance• Introduction of Directors• Introduction of Audit & Supervisory
Board Members• Corporate Governance Policies andCharacteristics• Corporate Governance Structure andFunctions• Role and Function of the Board of
Directors• Composition of the Board of
Directors• Activities of the Board of Directors

3

9

12

2

Nomination Committee• Role, Function, and Composition of
The Nomination Committee

Succession• Succession Planning and Skill Sets for
the CEO and Directors• Nomination, Dismissal, and Evaluationof the CEO and Executive Directors• Cultivation of Management Personnel• Role, Function, and Composition of
the Compensation Committee

17

20

16

Management Team• Message from the CEO• Introduction of the Management Team

23

Compensation Committee

Enhancing theEffectiveness of the Boardof Directors

Director Remuneration• Director Remuneration Systems
and Payments

21

Audit & Supervisory Board
Members and the Audit& Supervisory Board• Framework for Enhancing theEffectiveness of the Board of Directors• Cycle of Enhancement of theEffectiveness of the Board of Directors• Evaluation of the Effectiveness of theBoard of Directors• Role, Composition, Function, and Activities
of Audit & Supervisory Board Members
and the Audit & Supervisory Board• Evaluation of the Effectiveness of the
Audit & Supervisory Board

25

29

Evolution of Corporate
Governance at the Asahi Group• Evolution of Corporate Governanceat the Asahi Group31
In principle, this report was created based on information current as of June 1, 2023.

1

Message from the Chairperson

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

The Company’s Approach to Corporate Governance
We will evolve our corporate governance in order to achieve sustainablegrowth and medium- to long-term increases in corporate value.
Asahi Group Philosophy

The mission of the Board of Directors is to contribute to sustainable growth and medium- tolong-term increases in corporate value of the Company. Guided by this mission, the mostimportant role of the Board of Directors is to determine the ultra-long-term direction of theCompany’s management and build a business portfolio in accordance with that future
direction.
In addition, the Board must establish a management structure for the promotion of businesses within that portfolio and monitor the business execution of the management team inorder to lead the Company in the best direction possible. I believe that corporate governancerepresents the foundation that allows the Board of Directors to fulfill this important role in asustainable manner.
To that end, in order to achieve sustainable growth and medium- to long-term increases incorporate value, it is imperative that the Board of Directors and its comprising members workin a self-directed manner to continuously strengthen and enhance the sophistication of theCompany’s corporate governance. Based on the Asahi Group Philosophy (AGP), the Company
is constantly striving to bolster corporate governance with a view to realizing sustainablegrowth and enhancing corporate value over the medium to long term.
As Chairperson of the Board, I bear the responsibility of ensuring the Board’s effectiveness, which is the cornerstone of strong corporate governance. I therefore take steps todetermine appropriate agenda items and promote deliberations by the Board based on theidea that realizing free, open, and constructive discussion at Board meetings is indispensablefor enhancing the Board’s effectiveness. At the same time, I lead efforts by the Board tostrengthen corporate governance with a high level of integrity.
I also strive to be highly aware of various changes and adapt to them accordingly with aconstant focus on the future in order to further reinforce the Company’s corporate governance. By doing so, I will fulfill my role as Chairman.
This report was created for the purpose of contributing to corporate governance–related
dialogue with the stakeholders by introducing our overall approach to corporate governanceand the efforts we are undertaking to enhance it.
I encourage all of our stakeholders to read this report and humbly ask for your guidanceand encouragement as we strive to further evolve the Company’s corporate governancemoving forward.

Our Mission
Deliver on our great taste promise and bring more fun to life
Our Vision
Be a value creator globally and locally,
growing with high-value-added brands
Our Values
Challenge and innovation · Excellence in quality · Shared inspiration
Our Principles
Building value together with all our stakeholders
Customers
Win customer satisfaction with products and services that exceed expectations
Employees
Foster a corporate culture that promotes individual and Company growthSociety
Contribute to realizing a sustainable society through our business
Partners
Build relationships that promote mutual growth
Shareholders Increase our share value through sustainable profit growth and shareholder returns

Akiyoshi Koji
Chairperson of the Board

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Board of Directors and Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Directors and Audit & Supervisory Board Members Supporting Governance
The Company’s Directors and Audit & Supervisory Board Members support corporate governance and drive enhancements of governance and corporate value as acohesive team.
Directors

OutsideOutsideOutsideOutsideMari Matsunaga

Tetsuji Ohashi

Kenichiro Sasae

Independent Outside Director

Independent Outside Director

Independent Outside Director

Internal

Christina L.
AhmadjianInternal

Internal

Internal

Akiyoshi Koji

Atsushi Katsuki

Keizo Tanimura

Kaoru Sakita

Chairperson of the Board

President and CEO,
Representative Director

Director EVP and CHRO

Director EVP and CFO

Independent Outside Director

Audit & Supervisory Board Members

Outside6
3FemaleInternal

Naoko Nishinaka

Yukitaka Fukuda

Independent Outside Audit &Supervisory Board Member

Independent Outside Audit &Supervisory Board Member

Independent Outside Audit &Supervisory Board Member

Standing Audit & Supervisory
Board Member

Standing Audit & Supervisory
Board Member

22Internal

Yutaka Kawakami

Nationality

Directors

Male

OutsideShigeo Ohyagi

GenderAudit &
Supervisory
Board Members

OutsideSanae Tanaka

Age

Directors
Audit &
Supervisory
Board Members

Japanese

75
Non-Japanese

1Years in service2

Directors
Audit &
Supervisory
Board Members

50s

4

1

2

60s

70s

2

2

4

Directors
Audit &
Supervisory
Board Members

1–3

1

2

3
4–7

3

8 or more

3

Board of Directors and Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Introduction of Directors
The Company has appointed Directors with the necessarybalance and diversity of insight, experience, and expertise
to ensure a membership to deem the Board of Directors
sufficiently capable of contributing to improved effectiveness and realizing sustainable growth and increasing corporate value over the medium to long term.
To that end, the Board of Directors comprises persons
suitable as the Company’s Directors and who have a wealthof experience, excellent insight, expertise, and abilities
required by the Company, in accordance with the Board of
Directors Skill Matrix (see page 13), which clearly states the
personal requirements of Company officers based on the
AGP, the Asahi Group Code of Conduct, and management
strategies. In this way, all of the Board’s members possess
decision-making skills and supervisory skills as determinedby the Board of Directors Skill Matrix and have the capabilities needed for realizing sustainable growth, improving
corporate value over the medium to long term, andenhancing the Board’s overall effectiveness.
Furthermore, Outside Directors shall be persons whomeet the requirements of independent officers as definedby the Company, such as corporate managers, experts, andothers, and shall account for a majority of the Directors.

Akiyoshi Koji

Atsushi Katsuki

Chairperson of the Board

President and CEO,

Tenure17th year

Representative Director
Tenure7th 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 Representative
Director, CEO, and has been promoting sustainable growth andincreased corporate value over the medium to long term.
As Chairperson and Director, he has served as the
Chairperson of the Board of Directors of the Company and hastaken an integral role in increasing the effectiveness of the Boardof Directors. He has been essential in the fair and open operationof the Board of Directors, prompting active involvement and theexpression 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 sustainablemechanisms of the Board of Directors, which form the basis ofincreased corporate value over the medium to long term.

Atsushi Katsuki possesses a wealth of experience in such roles
as Group CEO of an overseas Regional Headquarters (RHQ).
Since being appointed as a Director of the Company in 2017, hehas been responsible for M&As and many businesses both inJapan and overseas, with a track record that includes promoting
the restructuring of the business portfolio as well as strengthening the Company’s financial foundation and fundraising capabilities for M&As as CFO. Serving as President and CEO,
Representative Director since 2021, he has worked to achievesustainable growth in beer and other existing businesses whileleveraging the Company’s operating foundations to expand into
peripheral and new business and service domains based on theMedium- to Long-Term Management Policy, which enlists anapproach that entails backcasting from megatrends. He has
also promoted initiatives for achieving sustainable growth andincreasing corporate value through co-creation with all of our
stakeholders by integrating sustainability and management andfurther enhancing core strategies related to matters such as
digital transformation and research and development.

Areas of Particular Expertise 
Akiyoshi Koji possesses exceptional skills with regard to the roles
prescribed for him in the Board of Directors Skill Matrix. In particular, he has exceptional senior leadership skills; insight and expertise
pertaining to finance, human resources, and culture; long-term
strategic skills supported by foresight and a mindset that embraces
backcasting methodology; capacities for promoting discontinuous
growth to transform business structures and earnings models; andsustainability-related capabilities that allow for ongoing development
to be pursued based on a comprehensive perspective.

Areas of Particular Expertise Atsushi Katsuki possesses exceptional skills with regard to theroles prescribed for him in the Board of Directors Skill Matrix. In
particular, he possesses insight and expertise regarding longterm strategies, sustainability, senior leadership, and finance;
capabilities for promoting discontinuous growth supported byhis knowledge and experience concerning M&A activities; andthe ability to make decisions from a global perspective by calling upon his extensive experience overseas.

Positions at Other Listed Companies
Outside Director of Imperial Hotel, Ltd.

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Board of Directors and Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Introduction of Directors
Keizo Tanimura

Kaoru Sakita

Christina L. Ahmadjian

Director EVP and CHRO

Director EVP and CFO

Independent Outside Director(Executive Vice President and(Executive Vice President andChief Human Resources Officer)

Chief Financial Officer)

Tenure
5th year

Tenure
5th year

Tenure
2nd year

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

Keizo Tanimura possesses a wealth of experience in such roles
as Director of an overseas RHQ. Since being appointed as a
Director of the Company in 2019, his responsibilities haveincluded administration and governance. His track record
includes promoting the creation of a succession planningsystem for the Group’s executives and the construction of asystem for human resources and a compensation policy. As the
Director responsible for governance, he has promoted reinforcement of the operating foundation for increasing the effectiveness of the Board of Directors. Moreover, his track record
includes bringing about significant improvements to external
assessments concerning ESG through his efforts in promoting
the integration of sustainability and management in a manner
culminating in numerous achievements including that of reducing levels of CO2 emissions and implementing various environmental measures. His efforts have also resulted in high scoreswith respect to employee engagement as a result of having
coordinated initiatives among the RHQ, which have involved
drawing up a Group-wide personnel policy and engaging indiversity, equity, and inclusion (DE&I) initiatives.

Kaoru Sakita boasts specialized skills and extensive experience,
having served as a COO of an overseas RHQ and been previously involved in corporate planning, and was appointed as a
Director of the Company in 2022, after which he has overseen
areas pertaining to finance, procurement, and IT. Meanwhile, in
his capacity as CFO, he has contributed to the improvement offinancial health through the optimization of global cash management structures and the reduction of financial liabilities while
also leading the reinforcement of procurement systems.
Furthermore, he has been a proponent behind innovation
through digital transformation strategies targeting the threeareas of processes, organizations, and business models.

Christina L. Ahmadjian possesses tremendous insight on corporate
governance and organizational culture as an expert on global corporate management research. She also has experience serving in suchroles as an outside director at other companies.
Since being appointed as an Outside Director of the Company in2019, Christina L. Ahmadjian has used the aforementioned insight andexperience to contribute to increasing the effectiveness of the Board of
Directors by providing opinions and recommendations based on her
experience and insight, from perspectives including ESG, integration ofsustainability and management, DE&I, and organizational culture.
Christina L. Ahmadjian possesses exceptional skills with regard
to the roles prescribed for her in the Board of Directors Skill Matrix.
She possesses particularly high capabilities related to sustainability,
global businesses, risk, governance, human resources, and culture.

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 DE&I
and ESG trends and demonstrates capabilities pertaining tosustainability that call upon his ability to incorporate diverse
individuals and cultures from a global perspective, and a capacity for understanding risk and corporate governance that is
supported by insight and expertise regarding governance.

Areas of Particular Expertise 
Kaoru Sakita fulfills the roles expected of him as a director
under the Board of Directors Skill Matrix at a high level. In
particular, he has insight and expertise regarding long-term
strategic perspectives, finance, and procurement; skills forpromoting discontinuous growth backed by extensive experience pertaining to alliances and M&A activities; and the ability
to make decisions from a global perspective by calling upon his
extensive experience overseas.

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 addition,
as Chairperson of the Nomination Committee she has worked toenhance the supervisory function of the Board of Directors by leading
the proceedings of the committee in a fair and transparent manner.
She has also reported to the Board of Directors on matters such as
the Board of Directors Skill Matrix, oversight of the CEO successionplan, and proposals regarding officer appointments. Furthermore, as amember of the Compensation Committee, she gives specific opinions
and recommendations regarding reports on matters such as theestablishment of social value indicators for medium-term bonuses andthe formulation of bonus payment proposals.

Positions at Other Listed Companies
Outside Director of Sumitomo Electric Industries, Ltd.
Outside Director of NEC Corporation
Outside Director of Niterra Co., Ltd.

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Board of Directors and Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Introduction of Directors
Kenichiro Sasae

Tetsuji Ohashi

Mari Matsunaga

Independent Outside Director

Independent Outside Director

Independent Outside Director

Tenure
2nd year

Tenure
2nd year

Tenure
1st yearSignificant Concurrent Position
President of The Japan Institute ofInternational Affairs

Significant Concurrent Position
Chairman of the Board of Komatsu Ltd.

Significant Concurrent Position
Representative of Mari Matsunaga Office

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

Kenichiro Sasae was appointed as an Outside Director of theCompany in 2022. He has actively participated in discussions
and activities that contribute to supervision of the Board of
Directors in regard to global business execution. He has done
so from the perspective of geopolitical risks and international
affairs based on his extensive knowledge and experience inrelation to international politics and economics and as an outside officer at other companies as well.
In addition, as Chairperson of the Nomination Committee hehas also worked to enhance the supervisory function of the Board of
Directors by leading the proceedings of the committee in a fair andtransparent manner. He has reported to the Board of Directors on
matters such as the Board of Directors Skill Matrix, oversight of the
CEO succession plan, and proposals regarding officer appointments.
Furthermore, as a member of the Compensation Committee, he
has expressed specific opinions and recommendations on matterssuch as the establishment of social value indicators for mediumterm bonuses and the formulation of bonus payment proposals.

Tetsuji Ohashi has been an Outside Director of the Company in2022. Based on his perspective as a manager of a global corporation and his experience as an outside officer at other companies, he contributes to effective and appropriate supervision of
the Board of Directors by participating in discussions and activities and raising fundamental questions about Group governanceand global business execution.
As a member of the Nomination Committee, he voices
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 a member of the Compensation Committee, hegives specific opinions and recommendations concerning reports
on matters such as the establishment of social value indicatorsfor medium-term bonuses and the formulation of bonus payment proposals.

Mari Matsunaga has worked at Japan Recruit Center, Inc. (currently Recruit Holdings Co., Ltd.) as editor in chief of Shushoku
Journal and Travail magazines. She has also served as the headof the Planning Office for the Gateway Business Department at
NTT Mobile Communications Network, Inc. (currently NTT
DOCOMO, INC.), where she developed content for i-mode.
Having assumed the position of director in March 2023, she cancall upon her experience in developing new services and business models to actively point out and make recommendations
pertaining to management issues from the perspective of promoting open innovation. In addition, it is anticipated that she
will provide opinions and recommendations at meetings of theBoard of Directors based on her extensive knowledge and broad
insight into the culture and lifestyles of modern society.

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. Kenichiro
Sasae possesses exceptional skills with regard to the roles prescribed in the Board of Directors Skill Matrix. He possesses particularly high capabilities related to long-term strategies, global
businesses, senior leadership, risk, and governance.

Areas of Particular Expertise 
Tetsuji Ohashi fulfills his expected roles as a director as defined
the Board of Directors Skill Matrix, at a high level. He possesses
particularly high capabilities related to long-term strategies,
global businesses, discontinuous growth promotion, seniorleadership, and finance.

Areas of Particular Expertise Mari Matsunaga possesses exceptional skills with regard to theroles prescribed for her in the Board of Directors Skill Matrix.
She has particularly strong skills in relation to discontinuous
growth promotion, senior leadership, risk, governance, humanresources, and culture.

Positions at Other Listed Companies
Outside Director of Seiko Epson Corporation

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

Positions at Other Listed Companies
Outside Director of SEIREN CO., LTD.
Outside Director of MITSUBISHI MOTORS CORPORATION
External Director of Fujitsu Limited

6

Board of Directors and Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Introduction of Audit & Supervisory Board Members
The Company has decided that a good balance of the entire
Audit & Supervisory Board must be ensured in terms of theknowledge, experience, ability, and diversity required forsustainable growth and the improvement of corporate valueof the Company over the medium to long term. To that
end, the Company has deemed that the Audit &Supervisory Board is to be composed of suitable personsreflecting the requirements of Directors and Audit &Supervisory Board Members derived from the AGP, theAsahi Group Code of Conduct, and management strategies,
and that the Audit & Supervisory Board will include at least
one Audit & Supervisory Board Member with appropriate
knowledge of finance and accounting and at least one Audit& Supervisory Board Member with appropriate knowledge oflegal affairs.
In this way, the majority of the Audit & Supervisory
Board Members will be Outside Audit & Supervisory Board
Members, who meet the requirements for independent
officers that have been established by the Company, andare elected from among corporate accounting experts,
lawyers, and persons with experience in corporate management and possess abundant experience and comprehensive
knowledge in relevant fields.

Naoko Nishinaka

Yukitaka Fukuda

Standing Audit & Supervisory Board

Standing Audit & Supervisory Board

MemberMemberTenure
4th year

Tenure
1st year

Experience and Track Record Experience and Track Record 

Naoko Nishinaka has a wealth of experience in all areas of theGroup’s operations, including in fields such as quality assurance, brewing technology, and beer development, and has beenplaced in charge of the Quality Assurance Section at theCompany and Group companies. Since being appointed as an
Audit & Supervisory Board Member, she has fulfilled her role ofproviding appropriate oversight of the execution of duties by the
Directors, including in terms of internal control systems, bymonitoring the status of activities of the Company and Group
companies both in Japan and overseas through such means as
attending Board of Directors’ meetings.

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 theCompany, President and Representative Director of Asahi
Professional Management Co., Ltd., and Audit & Supervisory
Board Member of 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 interms of internal control systems, by monitoring the status ofactivities of the Company and Group companies both in Japanand overseas through such means as attending Board of
Directors’ meetings.

Areas of Particular Expertise 
Naoko Nishinaka possesses the high level of expertise necessary for an Audit & Supervisory Board Member of the Company.
She has a particularly high level of knowledge regarding theoverall operations of the Company, starting with the supply
chain and quality assurance, as well as insight and expertise
pertaining to compliance and risk management.

Areas of Particular Expertise 
Yukitaka Fukuda possesses the high level of expertise in financeand accounting 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 the Company’s businesses, including its Alcohol
Beverages Business.

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Board of Directors and Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Introduction of Audit & Supervisory Board Members
Yutaka Kawakami

Shigeo Ohyagi

Sanae Tanaka

Independent Outside Audit &Independent Outside Audit &Independent Outside Audit &Supervisory Board Member

Supervisory Board Member

Supervisory Board Member

Tenure7th year

Tenure
2nd year

Tenure
1st yearSignificant Concurrent Position
Certified Public Accountant

Significant Concurrent Position
Honorary Advisor of Teijin LimitedSignificant Concurrent Position
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 of global 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 the Board of Directors and the Audit & Supervisory Board
from an objective perspective. In addition, he is performing hisrole of auditing the execution of duties by the Company’s
Directors, including those pertaining to the internal control
system, by reviewing the audit status of domestic Group companies and the activities of overseas Group companies’ audit
committees.

Shigeo Ohyagi has extensive experience in corporate management with respect to engaging in business globally, particularly
given that he served as CEO & President of a global corporations, Teijin Limited from 2008 to 2014, and the Chairman from2014 to 2018.
Since being appointed as an Outside Audit & Supervisory
Board Member, he has used his insight and experience toactively provide opinions and recommendations to the Board of
Directors and the Audit & Supervisory Board from an objective
perspective. In addition, he is performing his role of auditing
the execution of duties by the Company’s Directors, including
those pertaining to the internal control system, by reviewing
the audit status of domestic Group companies and the activities
of overseas Group companies’ audit committees.

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 in March 2023, she has used her insight andexperience as an attorney-at-law to actively provide opinions
and recommendations to the Board of Directors and the Audit &Supervisory Board from an objective perspective. In addition,
she is anticipated to perform her role of auditing the executionof duties by the Company’s Directors, including those pertaining
to the internal control system, by reviewing the audit status ofdomestic 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.

Positions at Other Listed Companies
Outside Audit & Supervisory Board Member of Mitsubishi
Research Institute, Inc.

Areas of Particular Expertise 
Shigeo Ohyagi possesses the high level of expertise to berequired for an Audit & Supervisory Board Member of theCompany. He has a particularly high level of capabilities interms of analyzing latent risks pertaining to overall global management as well as in terms of verifying the effectiveness ofbusiness strategies, cultivated during his many years of international business experience.

Areas of Particular Expertise Sanae Tanaka has an especially high level of insight and expertise pertaining to overall corporate legal affairs underpinned byher many years of experience as an attorney-at-law.

Positions at Other Listed Companies
Outside Director of Noevir Holdings Co., Ltd.
Outside Director of Shochiku Co., Ltd.

Positions at Other Listed Companies
Outside Director of Tokyo Electric Power Company Holdings, Inc.

8

Corporate Governance Policies and Characteristics

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Corporate Governance Policies and Characteristics
To realize sustainable growth and enhanced 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 its corporate governance.

Basic Policy
The Company is committed to achieving sustainable growthand increasing corporate value over the medium to longterm 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 relationshipsof trust with society through measures including the promotion of sustainability management, and enhance its social
presence and transparency by means of engagement withstakeholders, while positioning the reinforcement of theGroup’s corporate governance at the top of management
priorities. At the same time, the Company has endorsed
Japan’s Corporate Governance Code and incorporated it into
the Company’s governance. We thereby seek to achievesustainable growth and increase corporate value over the
medium to long term.

Characteristics of the Company’s Corporate Governance System
Corporate Governance Framework
To realize sustainable growth and enhance corporate value over the medium to long term, the Company is working to enhancethe effectiveness of the Board of Directors 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.
Structure of the Board of Directors

Structure of the Audit & Supervisory Board

To ensure balance and diversity in terms of the knowledge, experience, andability of the entire Board of Directors deemed necessary for the Company torealize sustainable growth and increase corporate value over the medium to longterm, the Company has formulated the “Board of Directors Skill Matrix,” whichclarifies the personal requirements of corporate officers based on the AGP, theAsahi Group Code of Conduct, and management strategies. In accordance with
the Board of Directors Skill Matrix, the Board consists of persons who have a
wealth of experience, excellent insight, and expertise required by the Company.

To ensure balance and diversity in terms of the knowledge,
experience, and ability deemed necessary for the Company
to realize sustainable growth and increase corporate value
over the medium to long term, the Audit & Supervisory
Board consists of persons who appropriately fulfill the
Company’s requirements for corporate officers based on
the AGP and management strategies.

Substantive Debate by the
Board of Directors
Topics of discussions for meetings of theBoard of Directors are selected in a systematic and appropriate manner, andsubstantive debate is held based on these
topics.

Evaluations of Effectiveness
Every year, the Company evaluates theeffectiveness of the Board of Directors,
Nomination Committee, Compensation
Committee, and Audit & Supervisory Board
with the help of a third party. Through such
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 theireffectiveness.

Nomination Committee andCompensation Committee
To ensure transparency and fairness,
agenda items related to corporate officer
appointments and remuneration are deliberated on by the Nomination andCompensation committees, which consist ofa majority of Independent Outside
Directors, before they are presented to theBoard of Directors.

Based on our fiduciary duty and responsibility for accountability toward shareholders, we have established an Audit & Supervisory
Board comprising Standing Audit & Supervisory Board Members and a majority of Independent Outside Audit & Supervisory
Board Members. All members are provided with a high degree of independence and autonomy. These provisions allow Audit &Supervisory Board Members and the Audit & Supervisory Board to fulfill their roles and duties by auditing the operational execution of Directors, the CEO, and other members of management from an objective and independent standpoint.

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Corporate Governance Policies and Characteristics

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

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 decisionmaking are imperative to enhancing the effectiveness of the Board of Directors and increasing
corporate value over the medium to long term. Accordingly, we are taking steps to further
detach the management and business execution functions to improve decision-making processes as needed to accommodate the globalization of the Group.
A non-executive inside director has been appointed to the position of Chairperson of the Board
to distinguish their role from that of the CEO and thereby contribute to the separation of management and business execution functions and swift and proactive decision-making. This arrangement
has clarified executional responsibilities, expedited decision-making by concentrating authority on
the CEO, and strengthened the monitoring functions of the Board of Directors. We fulfill the following provisions in order to ensure the transparency and fairness of the Board of Directors.
• Discretionary committees chaired by and consisting of a majority of Outside Directors shallbe in place to house important functions of the Board of Directors related to officer

appointment and compensation, and these committees shall discuss matters in their respective areas of responsibility based on inquiries from the Board of Directors.
•O utside Directors shall account for a majority of all Directors.
•A lso, an Audit & Supervisory Board comprised of a majority of Independent Outside Audit &Supervisory Board Members shall be in place, and these independent and autonomous individuals shall fulfill their roles and duties by auditing the operational execution of Directors,
the CEO, and other members of management from an objective and independent
standpoint.
Employing the Company with a Board of Company Auditors that is described in the
Companies Act of Japan, the Company has installed highly effective corporate governancesystems appropriate for a company undergoing rapid globalization. These systems include
oversight, supervision, and auditing of the operational execution of Directors, the CEO, andother members of management by the Board of Directors and the Audit & Supervisory Board
based on their respective standpoints and perspectives.

Framework for Enhancing Sustainable Effectiveness of the Board of Directors
Framework for Enhancing the Effectiveness of the Boardof Directors
To ensure that the Board of Directors remains highly effective,
we have developed a process to frame, structure, and visualize
the activities of the Board of Directors.
Medium- to Long-Term Increases in Corporate Value

Enhancement of Effectiveness of the Board of Directors

Highly effective
decision-making

Highly effective
supervision

Decision-making skills

Business execution(targets and progress)
and supervisory skills

Board of Directors Skill Matrix

P.25

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 theeffectiveness of annual activities, and ensuring awareness of
the issues uncovered through the effectiveness evaluation, theissues that must be resolved to increase corporate value overthe long and ultra-long terms, and the issues identified throughsocial trends and utilizing these issues in the formulation of theactivity plan for the following year.

Plan
P.26

DO

Check

Act

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 continue enhancing the effectiveness of theBoard of Directors by constantly improving our evaluation
methods and appropriately identifying issues.
Verification of the effectiveness of and the improvements to the Board of
Directors and identification of issues for pursuing further improvements
Evaluation
Perspectives

Evaluation
Perspectives

Identifying necessary
themes andestablishing them as
the topics of
discussions and targetsof monitoring activities

Discussions andmonitoring issues under
the appropriate
structure of the Board of
Directors

Measures to continuously enhance the effectiveness of the Board of Directors

P.27

10

Corporate Governance Policies and Characteristics

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Corporate Governance Structure and Functions
Corporate Governance System (As of April 1, 2023)

General Meeting of Shareholders
Electing / Dismissing
Electing / Dismissing

ReportAudit &
Supervisory Board

Electing / Dismissing

Outside Internal

Proposal / Report

Board of Directors

Auditing
ReportInquiry /ReportChairperson

Chair

Chairperson
Appointment / Dismissal /Supervision

Cooperation
Cooperation

Auditing

Corporate Strategy Board
Delegation of authority /Supervision

Inquiry /ReportDeliberation / Report

Global Sustainability

ReportRegional Headquarters
Auditing

Audit Section

Chair

Inquiry / Report regarding
important matters

AuditorCooperation

Compensation Committee

Deliberation / Report

President and CEO, Representative Director

ReportIndependent
Accounting

Auditing

Nomination Committee

Information Disclosure
Japan

EuropeOceaniaSoutheast Asia

Risk Management

Internal Auditing

Compliance

Board of Directors
The Board of Directors decides upon important corporate
frameworks, such as the AGP and the Medium- to LongTerm Management Policy, and promotes their implementation. By establishing internal control and risk management
systems, the Board supports appropriate risk-taking bymanagement, including the CEO. The Board of Directors
comprises four Outside Directors and four Internal Directors
and is chaired by a non-executive Internal Director. Regularmeetings of the Board of Directors are held once a month,in principle, and special meetings are held as necessary.
Audit & Supervisory Board
By combining the information held by the Standing Audit &Supervisory Board Members and the high level of expertiseof the Outside Audit & Supervisory Board Members in awell-balanced manner, the Company’s system enables Audit& Supervisory Board Members to exercise their authority
freely and decisively, making appropriate judgments andtaking action from an independent and objective standpoint. The Audit & Supervisory Board comprises three
Outside Audit & Supervisory Board Members and two
Standing Audit & Supervisory Board Members and is chairedby a Standing Audit & Supervisory Board Member.
Nomination Committee
The Nomination Committee provides reports on its findings andviews regarding candidates for the positions of Directors andAudit & Supervisory Board Members in response to inquiries
from the Board of Directors. The committee consists of three
Outside Directors and two Internal Directors and is chaired byan Outside Director selected from among the members.
Compensation Committee
The Compensation Committee provides reports on its findings and views regarding compensation systems andamounts for Directors in response to inquiries from theBoard of Directors. The committee consists of three Outside
Directors and two Internal Directors and is chaired by an
Outside Director selected from among the members.

11Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Role and Function of the Board of Directors
The prime objective of the Board of Directors is to increase corporate value over the medium to long term, and it fulfills this role with a membership that features
the necessary skills and diversity.
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, theBoard 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 into medium- and long-termchanges in the business environment and strengthen proactive
and determined management by promoting discussions on
long-term 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 businessportfolio 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 through the Separationof Executive and Supervisory Functions

Deliberations on Corporate Officer Appointments and Remuneration

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

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

In order to ensure the transparency, fairness, and appropriateness of officer appointments and remuneration, the Nomination
Committee and the Compensation Committee, which are
chaired by an Outside Director and consist of a majority of
Outside Directors, have been established as advisory bodies tothe Board of Directors, and proposals concerning officer appointments and remuneration are consulted and reported on before
submitting them to the Board of Directors. In addition, theCompensation Committee is entrusted with the responsibility for
determining individual officer remuneration, in accordance withthe standards set by the Board of Directors.

Risk GovernanceContingency Measures of the Board of Directors

Evaluation of Effectiveness to Identify Issues and Pursue Continuous
Enhancement of Effectiveness

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

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

To improve effectiveness, each year the Board of Directors
defines themes linked to the increases in corporate value to be
the subjects of discussion and monitoring, and these themes are
discussed and monitored 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, andpursue improvements to achieve higher levels of effectiveness.

12

Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Composition of the Board of Directors

Board of Directors Skill Matrix
The skill matrix indicates whether Board of Directors features an appropriate balance of theskills that are necessary and essential for enhancing its effectiveness. For this reason, the skill
matrix indicates the skills that each Director is expected to exhibit based on their role anddoes not represent all of the insight and experience possesse by a given Director.
Decision-Making Skills
Directors

Internal
Internal

Internal

Internal

OutsideOutsideOutsideOutsideLong-term
strategy

Globalexpertise

Sustainability

Supervisory Skills

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 growthand increases in corporate value over the medium to long term, the Company has formulated
the Board of Directors Skill Matrix, which clarifies the requirements of corporate officers basedon 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 the Board 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 who
have a wealth of experience, excellent insight, and expertise required by the Company.
Moreover, a majority of Directors are Outside Directors, including corporate managers and specialists, who fulfill the Company’s requirements for outside officers.

Decision-Making Skills

Board of Directors Skill Matrix Functioning as Nomination Standard for
Ensuring Sustainability

Skill

Definition

Long-term
Strategy• Ability to assess societal changes over the long term and the ultra-long term
• Ability to lead according to strategies informed by backcasting from an envisioned
futureGlobal Expertise• Ability to make decisions from a global perspective• Ability to optimize blend of local and global perspective

Sustainability• Ability to provide leadership for the creation of social impact through business• Ability to provide direction to management with 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

SeniorLeadership• Ability to accurately assess the status of business execution and raise related issues• Ability to evaluate business execution of the leadership teamFinance• Ability to grasp the state of management based on performance and management
indices and raise related issues• Ability to grasp the state of resource allocation and raise related issues

Risk &
Governance• Ability to grasp the state of risk control and raise related issues• Ability to grasp the state of governance frame-works in place for business raise
and identify related issues

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

Supervisory Skills
Discontinuous
growthSeniorleadership

Finance

Risk &
GovernanceHuman
resources &CultureExpectations Regarding Exercise of Skills

Akiyoshi Koji

Expected to lead discussions on long-term strategies and other measures for improving corporate value at meetingsof the Board of Directors and monitoring of business execution by Directors as Chairperson of the Board of Directors

Atsushi Katsuki

Expected to drive improvements in corporate value by overseeing Group business execution as CEO

Keizo Tanimura

Expected to drive improvements in corporate value by guiding and overseeing corporate divisions related to humanresources, corporate governance, and sustainability

Kaoru Sakita

Expected to drive improvements in corporate value by guiding and overseeing corporate divisions related to finances,procurement, and IT

Christina L.
AhmadjianExpected to offer input to the Board of Directors from a global perspective and to contribute based on the perspective
as an expert on corporate governance, sustainability, and organizational culture

Kenichiro Sasae

Expected to offer input to the Board of Directors from a global perspective and to contribute based on the perspectiveof geopolitical risks and international trends owing to a wealth of insight and experience pertaining to international
policies and economics

Tetsuji Ohashi

Expected to offer input to the Board of Directors from a global perspective and to contribute based on the perspective
as a manager of a global company

Mari Matsunaga

Expected to contribute to the Board of Directors based on experience in developing new business models and a wealthof insight and knowledge pertaining to culture and lifestyles in modern society

13Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Activities 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 and engaging in more robust discussions of the designated items. The topics discussed at Board meetings in fiscal 2022 (March 2022 to March 2023) are as follows.
Mar.

Major Themes

Subthemes

Overall governanceMatters for Discussion(after the
General Meetingof Shareholders)

Mar.

May

Jun.

Jul.

Aug.

Sep.

Oct.

Nov.

Dec.

Jan.

Feb.

(before theGeneral Meetingof Shareholders)

Corporate governance systems
Annual activity plan for the Nomination Committee

Nomination

Corporate officer appointments, succession plans for CEO andmembers of the Board of Directors, etc.
Annual activity plan for the Compensation Committee

Corporate
governanceCompensation

Corporate officer remuneration, social value indicators for
Director remuneration, assessment frameworks for Executive
Directors, etc.
Revision of directors and officers (D&O) liability insurance plans

Management
strategy

Evaluation ofeffectivenessEvaluation of effectiveness of the Board of Directors (including
evaluations of the effectiveness of the Nomination Committee
and the Compensation Committee)

Stakeholder
engagement

Engagement with investors, employees, and other stakeholders

Megatrends

Growth opportunities based on megatrends leading up to 2050

Medium-Term
Management Policy

Next Medium-Term Management Policy (2023–2025)

Digital transformation
strategies

Medium- to long-term digital transformation strategy andinitiatives

R&D strategies

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

Human capital

Initiatives for enhancing human capital
Employee engagement and related action plans
Initiatives for integrating sustainability and management

Sustainability

FinanceBusiness execution monitoring

Foundations for
improving effectiveness of theBoard of Directors

Sustainability

Sustainability initiatives
Initiatives based on the Task Force on Climate-related Financial
Disclosures and disclosure based on International Sustainability
Standards Board recommendations

Financial results

Quarterly, semi-annual, and full-year financial results

Shareholder returns

Interim and year-end dividends

Fund procurement

Funding planning and results

Cross-shareholdings

Verification of cross-shareholding rationale

Management status

Status of overall management and of management of four RHQ

Risk management

Risk management and risk appetite

Effective proceedings

Annual agenda planning, systematic discussions, and items to bereported to the Board of Directors

Enhanced information
sharing

Information exchange meetings for increasing understanding of
the Company’s businesses, seminars by experts, etc.

Coordination with the
Audit & Supervisory
Board

Audit policies and plans, forums for sharing information among
Audit & Supervisory Board Members and Outside Directors, audit
overviews, and results of the Audit & Supervisory Board’s effectiveness evaluations* The Board of Directors engaged in relevant activities in the month marked with

14

Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Activities of the Board of Directors — Megatrend Analysis
Discussions Regarding Megatrends Centered on the Board of Directors
Since 2020, the Asahi Group has been holding discussions, centered on the Board of Directors, regarding the megatrends to be seen over the next 30 years based on the assumption that its vision for 10
years in the future will be realized sooner as a result of the COVID-19 pandemic. In these discussions,
the Group has adopted a backcasting approach in which it considered the state of the future 30 years
from now and worked in reverse to identify megatrends and business issues on which it should focus
leading up to 2030, both of which form the basis of its medium- to long-term strategies.
Grounded in the results seen leading up to fiscal 2021, discussions of megatrends in fiscal 2022
were advanced by soliciting input from external experts active in various fields. We also arranged
opportunities for the exchange of opinions between the Board of Directors and young Group employees selected from around the world. By doing so, we worked to promote and enhance discussions onopportunities and risks while incorporating a broad range of perspectives from both inside and outside the Group.
Through these discussions, we advanced our examination of the megatrends to be monitored by theCompany, specifically those in the four categories of “climate change and depletion of natural resources,”“changes in demographics and shifts in economic power,” “technological advancement,” and “changes in
the conceptions of well-being,” which relates closely to the other three categories of megatrends.
In terms of our outlook for 2050, we expect that changes in demographics, shifts in economic
power, and technological advancement will give people new technological capabilities and free time,even as the world continues to deal with global issues such as climate change and the depletion ofnatural resources. This in turn is expected to change not only society and economies but also thevery nature of well-being itself. As a result, the individual concept of well-being will likely become
more diversified and personalized. Backcasting from this outlook, we identified five key megatrends
in terms of risks and opportunities warranting ongoing attention as we formulate long-term strategies leading up to 2030.
We then reassessed the issues facing the Group in relation to each of the identified megatrends.
Through this process, we adopted “Contribute to a sustainable society and respond to changing

2050 Megatrends
Changing conceptionsof human well-being•T echnological advancements

Topic
Discussions with Young Group Employees from around the World
Discussions were arranged between young Group employees and members of the Board of
Directors as one facet of our efforts to create value for the Group over the ultra-long term.
Through these discussions, we sought to incorporate the diverse and multifaceted opinions ofyoung employees, who have viewpoints differing from those of Directors and Audit &Supervisory Board Members, into examinations of ultra-long-term megatrends by the Board of
Directors. Specifically, input was solicited from 40 young employees of diverse races, genders,and nationalities selected from around the world, and 10 of these individuals were chosen to
take part in discussions with members of the Board of Directors. These individuals, who will be
involved in shaping society 30 years from now, engaged in lively discussions with Directors
regarding how society will change by 2050 and how the Asahi Group should respond to suchchange. The discussions on these topics were held based on “Our Mission” of the AGP andincorporated the perspectives of the Group’s business and social responsibility, the resolutionof social issues through collaboration, supply chain sustainability, and products that contributeto well-being.
The opinions and proposals discussed during these sessions were used as the basis for discussions of ultra-long-term
strategies by the Board of Directors. Going forward, we plan tohold similar events every year with the aim of further enhancing our megatrend analyses in the midst of extreme operating
environment volatility.

2030
Key Megatrends

Challenges for Asahi Group Businesses

Health consciousness and headwinds from alcoholrelated issues• Expanding beyond the framework of existing businesses into areas of physical and mental health• New product propositions fusing our technology in Alcohol Beverages and Non-Alcohol Beverages, andconducting R&D into, and cultivating, alternatives to alcohol products

Growing diversification of definitions of well-being• Responding to demand for further personalization and premiumization• Giving tangible shape to potential value in anticipation of changes in behavior

Heightened awareness of sustainability-related issues• Enhancing initiatives relating to the environment, communities, etc.
• Generating various forms of new value to meet ethical consumption needs

Geopolitical changes, such as shifts in economic
growth regions• Worldwide expansion of global brands• Further strengthening our financial position before investing in expansion into new regions

Co-existence with evolving technologies• Building new business models through the acceleration of digital transformation• Creating new value involving unique offline experiences•C limate change and depletion of natural resources•C hanging demographics and shifts in economic power

conceptions of well-being through delivering great taste and fun” as the basic concept behind ourlong-term strategies under the Medium- to Long-Term Management Policy based on the strengths
that provide us with a source for sustainable growth.

15

Nomination Committee

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Role, 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 2023
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
The Nomination Committee is an advisory body to the Board of Directors consisting of amajority of objective and independent Outside Directors. We are responsible for discussing
and reporting on the impartiality and appropriateness of officer assignments, which are acore part of corporate governance, based on inquiries from the Board of Directors.
Following inquiries from the Board of Directors, we discuss the relevant matters immediately and the outcomes of these discussions are reported to the Board of Directors. Amongthese matters are whether or not Director candidates possess the robust experience, high-levelinsight, and specialized expertise and skills necessary for the position, the diversity of the Boardin terms of nationality and gender, and whether Representative Director candidates conform to
the nomination standards or if the CEO has become eligible for dismissal based on the standards defined by the Board of Directors. The Company was among the earliest in Japan toestablish a Nomination Committee, which it did in 2000. As such, officer assignments have beenreviewed by outside eyes since the turn of the century. I became the Chairperson of theNomination Committee in 2022. I recognize that this is an important committee with a heavy
influence on the corporate value of the Company. I am fully committed to fulfilling my responsibilities to promote and enhance corporate governance and to thereby contribute to increases incorporate value.

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 CEO, Representative Director)

Activities in Fiscal 2022
The Nomination Committee convened a total of nine times in Fiscal 2022.
•D eliberation and reporting regarding the nomination of Director and Audit & Supervisory
Board Member candidates•D eliberation and reporting regarding the appointment of the Representative Director,
Chairperson of the Board, President, CEO, and chief officers•D iscussions were held on matters regarding the selection of Nomination Committee members after reappointment, and the results thereof were reported to the Board of Directors•R eport on the Nomination Committee activity plan for fiscal 2022 to the Board of Directors•D iscussion on succession planning•D iscussion on acquisition and cultivation of human resources•D iscussion on the review of the Board of Directors Skill Matrix

16

Succession

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Succession Planning and Skill Sets for the 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 CEO, Directors, and othercorporate officers and is implementing various initiatives in line with these plans. Moreover, the Company is working to establish a structure that enables it to secureand nurture human resources who can contribute to global management.

Succession Plan and Training
The Company regards the succession plans for its CEO and Directors as a matter of utmost
priority and accordingly formulates such succession plans pursuant to the requirements of the
CEO and Directors. These succession plans are monitored appropriately by the Board of
Directors.
In the formulation of the succession plans, the Company reviews its talent on a Groupwide basis. The Company also works to evaluate and cultivate the necessary humanresources, discover new talent, examine personnel composition from a DE&I perspective, andvisualize its entire pool of human resources. In these ways, the Company is working toenhance its succession plans and make the formulation process more transparent.
In terms of the requirements for the CEO, the Nomination Committee holds repeated discussions 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 forthese requirements at the opportune time.
Also, the Company makes appointments and assignments according to plan, offers training to successor candidates, and carries out training, among other activities, for successors of
future generations. Meanwhile, the Company arranges professional assessments by externalorganizations 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 Memberswith information 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 to deepen their understanding through such means as office visits.

Skill Set of the CEO
The Company has formulated its “Skill Set of the CEO” with the purposes of enhancing management sustainability and appropriately implementing the CEO succession plan through a fair
and transparent process.

The Skill Set of the CEO consists of skills distinctive to the role of CEO of the Company, in
addition to the skills required of such personnel in general, and specifies the skills necessary forthe role of CEO from the perspective of assuming ultimate responsibility for business execution.
The chart below has been prepared in view of the Company’s internal and external business environment as of now and five years into the future, and it therefore subject to review
in the event of environmental changes and other factors.
The appointment, reappointment, and succession plan of the CEO are examined on thebasis of the Skill Set of the CEO.

Necessary Skills of the CEO

Personal Characteristics
Ideal perceptions from inside and outside the Company, and ideal presence• A leader who, as a representative of the Asahi Group, thinks the most deeply about the AGP,
embodying a sense of mission and an 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 the growth of employees and theCompany through maximizing the capabilities of employees

Personal Traits

Capabilities

Personality, attitude,
and stance conducive tofulfilling duties

Knowledge, ability,and expertise required toaccomplish duties• Sincerity and humility• Mental toughness• Open-mindedness• Foresight, decisiveness, andcompetency• Organizational leadership• Learning skills

Performance Record
Necessary experienceand successes• Experience as the foremost officerof an operating company or RHQ• Experience in international
operations• Experience in addressing discontinuous growth17Succession

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

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

Appointment and Dismissal of the CEO
In order to realize effective corporate governance, the Board of Directors appoints as CEO
individuals who will contribute to the sustainable growth of the Company and help increase its
corporate value over the medium to long term.
The appointment or dismissal of the 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) A person is nominated if they possess abundant experience, a high level of insight, andadvanced expertise appropriate for the CEO of the Asahi Group, based on the Skill Setof the CEO.
2) A candidate shall be appointed as CEO after being deliberated on beforehand by the
Nomination Committee and judged to be appropriate.
3) In the event that there is a possibility that the criteria for dismissal, which have been
determined in advanced, are met by the CEO, the Nomination Committee shall holddeliberations, and after the results of said deliberations are verified by the Board of
Directors, the relevant individual shall not be Nominated as a candidate for Director,
and they shall also be dismissed from the position of CEO.

Evaluations of the CEO and Executive Directors
The 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
Long-Term Management Policy and annual management plans, which are then finalized
through discussions with the CEO.
2) After the conclusion of each fiscal year, Directors submit self-evaluations of their activities to the CEO and then discuss these evaluations, after which the CEO prepares evaluation proposals for the Directors.
3) In conjunction with the requests issued to the Compensation Committee by the Boardof Directors, the 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 theevaluations and then decides the evaluations and compensation payments for the CEOand each Executive Directors. Total compensation amounts are decided within thescope determined by the Board of Directors.

Nomination of Executive Directors
Executive Directors are nominated through the following framework to facilitate sustainablegrowth and increase corporate value over the medium to long term.
1) E ach fiscal year, a request is submitted to the Nomination Committee by the Board of
Directors to formulate proposals for nominating Executive Directors candidates for thefollowing fiscal year from among the executive team.
2) T he Nomination Committee discusses the appropriateness of all possible candidates.
Evaluations are shared with the Compensation Committee with regard to candidates forimportant positions.
3) T he candidate proposals formulated by the Nomination Committee are submitted to theBoard of Directors.

18

Succession

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Cultivation of Management Personnel
Continuous Cultivation of Management Personnel
The Company seeks to continuously cultivate management personnel by establishing global human resource evaluations, increasing the effectiveness of evaluation opportunities, and linking theseopportunities to human resource development programs. As part of these efforts, we develop succession plans based on global talent reviews conducted together by the CEO, Director Executive Vice
Presidents, RHQ CEOs, and the CHRO.
We also implement the global leadership development programs (GLDPs), which are elective manager cultivation programs that commenced in 2015 and have since been extended to overseas.
These programs were divided into three levels in 2022 to better facilitate the enhancement of the Group management personnel pipeline from a medium- to long-term perspective.

Development of Succession Plans Based on Global Talent Reviews

Elective Development Programs Based on Medium- to Long-Term Perspective

Overview of Global Talent Reviews
Participants	CEO, Director Executive Vice Presidents, RHQ CEOs, and CHRO
Discussion Topics 1) Performance, potential, and flight risks of current managers
2) Succession planning for approx. 50 important Group positions
3) Plans for cultivating high-potential personnel

Programs

Associated risks

Programorganizer

GLDP
Executive

Capacity to manage global
operations of the Asahi Group

CEO
CHRO

GLDP
Advance*

Strategy drafting skills that
contribute to the resolution ofsocial issues

CFO
CHRO

GLDP
Emerging

Development of business models
based on the Asahi Group’sbusiness platform

CAO
CHRO

Asahi’s Global Leadership Competency Model
We have established the 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
AgilityNo. of participants in 2022

Breakdown ofparticipants

8

Europe: 3
Oceania: 3Southeast Asia: 1
Japan: 1

14

Europe: 4
Oceania: 4Southeast Asia: 2
Japan: 4

14

Europe: 5
Oceania: 5Southeast Asia: 2
Japan: 2* GLDP Advance has been held every other year since 2015. A total of 44 employees have participated in this program to date.

19

Compensation Committee

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Role, 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.

Members of the Compensation Committee in Fiscal 2023
I look to drive the improvement of corporate

Five members (of whom three are Outside Directors)

value by helping to globalize and evolve officer
compensation systems.

OutsideChristina L. Ahmadjian
Chairperson, Compensation Committee

OutsideOutsideInternal

Message from the Chairperson
The Compensation Committee is an advisory body to the Board of Directors consisting of amajority of independent and objective Outside Directors. Based on inquiries from the Board of
Directors, the committee is tasked with deliberating and reporting on compensation for
Directors, an important matter pertaining to corporate governance. We also make decisions onthese matters based on authority delegated from the Board of Directors.
After receiving inquiries from the Board of Directors, we primarily discuss Director compensation systems. In addition, we determine assessments of individual Directors and thendeliberate on and decide the amounts of compensation to be paid to individual Directors basedon the standards set by the Board.
I became an Outside Director at the Company and a member of the Compensation
Committee in March 2019. Since that time, I have continued to play a part in reforming compensation systems to contribute to improvements in corporate value through means such as
globalizing officer compensation systems and addressing sustainability issues. Once again
serving as the Chairperson of the Compensation Committee, I will continue to drive theglobalization and evolution of the Company’s officer compensation systems.

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 2022
In fiscal 2022, the Compensation Committee met a total of nine times.
• Discussion and decision regarding individual evaluations tied to annual bonus amounts•D iscussion, decision, and reporting to Board of Directors of officer bonuses (annual andmedium term) and allocation of points for stock compensation•D iscussion and reporting to Board of Directors of the appointment of members of theCompensation Committee after reappointment.
•R eporting to the Board of Directors regarding Compensation Committee activity plan forfiscal 2022
• Discussion of social value indicators for medium-term bonuses• Discussion of evaluation systems for Executive Directors• Discussion regarding officer compensation for fiscal 2022 and beyond

20Director Remuneration

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Director Remuneration Systems and Payments
The Company has designed a remuneration system linked with shareholder interests in order to serve as a sufficient incentive for corporate officers to strive toachieve the Asahi Group Philosophy (AGP) and realize the integration of sustainability and management. Based on a transparent and fair process, the Company has
established a sound remuneration system that can lead to sustainable growth.

Remuneration for Directors, Audit & Supervisory Board Members, andthe Independent Accounting Auditor
Director Remuneration
Basic Policy
The basic policy on Director remuneration has been established in accordance with thefollowing policies and based on a transparent and fair process.
• To serve as an incentive to strive for sustainable growth and enhancement of corporate value over the
medium to long term
• To offer remuneration of a nature and level that is effective in continuing to secure outstanding humanresources with diverse skills• To base remuneration on the role and magnitude of responsibilities of the Directors and their contributions
to performance• To offer remuneration that varies greatly in accordance with performance related to management strategies• To offer remuneration in which benefits and risks are shared with shareholders and which provides incentive
to management from the standpoint of shareholders

Composition of Remuneration
Remuneration for the Directors of the Company comprises basic remuneration, bonuses(annual and medium-term), and stock compensation. Remuneration for Outside Directors
consists solely of basic remuneration. Based on the principle that remuneration for Internal
Directors should be closely linked to performance, the percentage of variable remuneration(bonus and stock compensation) in the annual income for the President and Representative
Director is set to be around 65%. In addition, the percentage of stock compensation, which isa form of remuneration that shares benefits and risks with shareholders, is set at around 15%.
For other Internal Directors, the percentage of variable remuneration is set at around 50% andis designed in accordance with the Director’s position and role.
Remuneration Level
The remuneration for Directors is set at a level that aims for the achievement of performancetargets, taking into consideration the level of remuneration that is effective for continuing tosecure outstanding human resources with diverse skills. Other Japanese companies of thesame scale as the Company (top 100 in terms of market capitalization) are used as benchmarks for determining remuneration levels.

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
As a basic policy for further strengthening the incentive to strive for the Company’s sustainablegrowth and enhancement of corporate value over the medium to long term, the system for
Director bonuses has been designed in consideration of increasing the percentage of variable
remuneration (incentive) within Directors’ annual income as well as contributing to the Company’ssustainable growth (short-term, medium-term, and long-term) and enhancing corporate value(in terms of both financial 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 a meeting of the Board of Directors andwithin the total amount for remuneration determined in advance at the General Meeting of
Shareholders. When remuneration-related resolutions are being made by the Board of Directors,
the Compensation Committee, which is made up of a majority of Outside Directors, acts as anadvisory body to the Board of Directors, evaluating the content of said resolutions in the interestof greater transparency and objectivity through fair processes.
In addition, the Compensation Committee utilizes objective external data, when necessary,to ensure fair decision-making related to Director remuneration. In regard to remuneration ofindividual Directors, authority for individual evaluations and the determination of individual
remuneration based on evaluations have been delegated to the Compensation Committee via
resolution by the Board of Directors.

Composition of Remuneration (Model remuneration set when businessperformance targets are achieved in 2023)
President and CEO,
Representative Director
Director
Outside Director

31%

31%
47%

19%
27%

19%
13%

13%

100%

Basic remuneration
Annual bonus
Medium-term bonus
Stock compensation
Note: Listed based on the expected amounts at the beginning of fiscal 2023

21

Director Remuneration

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Director Remuneration Systems and Payments
Summary of Variable Remuneration for Directors
Annual Bonus

Medium-Term Bonus

Stock Compensation

Objective

Strengthen incentive to strive for the Company’s sustainable and steady
growth, enhancement of financial 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 increasein corporate value and align interests and risks with those of shareholders
Three years

PeriodSingle fiscal year

Three years

Payment method

Cash

Cash

Stock

Payment period

Every March

March of the following year after the conclusion of the relevant period

Upon resignation

Evaluation method

In line with (i)In line with (ii)No

Malus and clawback provisions(return of incentive compensation)

No

Yes

Yes

(ii) Evaluation Method for Midium-Term Bonus(i) Evaluation Method for Annual 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*Individual payment amount = Role-specific basic remuneration × Performance coefficient (Payment ratio forfinancial value indicators × 60% + Payment ratio for social value indicators [sustainability indicators] × 40%) × Individual evaluation coefficient* The individual evaluation coefficient comprehensively evaluates each individual’s contributions to enhancing the effectiveness of theBoard 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%

• 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 Core Operating Profit (%)

Payment Ratio for Financial Value Indicators (%) Payment Ratio forSocial Value Indicators (%) Evaluation Criteria for Our Social Values

Payment Ratio for Profit Attributable to Owners of Parent (%)
200

150
100
50
0

Lower
limit

Target
value

Upper
limit

Consolidated Core Operating Profit

150

Payment Ratio

Payment Ratio

Payment Ratio

200

150
100
50
0

Lower
limit

Target
value

Upper
limit

Remuneration for Audit & Supervisory Board Members
Remuneration for Audit & Supervisory Board Members is set
through discussions by the Audit & Supervisory Board Members
and within the total amount for remuneration determined inadvance at the General Meeting of Shareholders. The remuneration offered to Audit & Supervisory Board Members consists only ofbasic remuneration (a fixed monthly amount) and is determinedthrough discussions by the Audit & Supervisory Board Members inaccordance with job responsibilities and member status as insideor outside. Survey data from external professional organizations is
also utilized in this process.

WeightScore

Total score18%

1point–5points

18points–90points

Plastics

18%

1point–5points

18points–90points

A

125

Communities

18%

1point–5points

18points–90points

B

100

Responsible Drinking

18%

1point–5points

18points–90points

C

75

DE&I

18%

1point–5points

18points–90points

D

50

External indicators

10%

1point–5points

10points–50points

Total

100%

1point–5points 100points–500points

Evaluation

100
75
50

Profit Attributable to Owners of Parent• 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 0% to 200%
• 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, theupper and lower limits are determined after examining the appropriateness of their levels.

Areas
Climate Change

S

Payment
Ratio
150

125

75%

100% 125% 150%

Target Value for Free Cash Flow

• Set as a KPI that is linked to KPIs in mediumterm business plans and that aims for enhancing cash flow management• Set at 100% when targets are met, fluctuates
within a range from 50% to 150%

• Set as a KPI that is linked to KPIs in medium-term business plans and that aims
for improvement in social value• Comprehensively evaluates progress and status of achievement of sustainability
indicators (CO2 emissions, plastics, communities, responsible drinking, DE&I,
external indicators)• Set at 100% when targets are met, fluctuates within a range from 50% to 150%
Remuneration for Audit & Supervisory Board Members

Reference: Amount of the Remuneration for Directors and Audit & Supervisory Board Members (2022)
Fixed Remuneration
Basic Remuneration
Number ofpeopleDirectors (of whom, Outside Directors)
Audit & Supervisory Board Members (ofwhom, Outside Audit & Supervisory
Board Members)(JPY million)

Variable Remuneration
Annual Bonus

Total

Number ofpeople11 (5)

320 (55)

6 (4)123 (46)

Medium-Term Bonus

Total

Number ofpeople6 (—)

234 (—)

— (—)

— (—)

Stock Compensation

Total

Total

Number ofpeople

Total

6 (—)

87 (—)

5 (—)

86 (—)

727 (55)

— (—)

— (—)

— (—)

— (—)

123 (46)

22

Management TeamCORPORATE GOVERNANCE OF ASAHI GROUP 2023

Message from the CEO
We have established a Group governance structure that achieves the aims of our corporate governance, which are to realize sustainable growth and enhance
corporate value over the medium to long term.

Atsushi Katsuki
President and CEO,
Representative Director

With the aim of achieving sustainable growth and medium- to long-term increases in theGroup’s corporate value, we, the management team, are responsible for the business execution of the Group under the supervision of the Board of Directors.
Based on the long-term strategy and concept of “Contribute to a sustainable society andrespond to changing conceptions of well-being through delivering great taste and fun” and aview of the long-term and ultra-long-term changes expected to be seen in society and in theeconomy, the Medium- to Long-Term Management Policy is aimed at developing our ideal
business portfolio by achieving growth in beer and other existing business through premiumization and by growing new business areas. Additionally, the plan targets sustainable growthby promoting the three core strategies of innovation through digital transformation, bolsteringof our research and development capabilities, and integration of sustainability into our management. Other efforts to strengthen the management foundation that supports long-term
strategies include enhancement of human capital and evolution of Group governance in orderto develop an optimal organizational structure. In these ways, we aim to realize sustainablegrowth and enhance our corporate value through co-creation activities with all of our stakeholders.
In my capacity as CEO, the authority for business execution, I look to contribute to theimplementation of the Medium- to Long-Term Management Policy and the improvement ofcorporate value by overseeing Director Executive Vice Presidents, chief officers, and RHQ
CEOs and supervising their operational execution in line with authority delegated to me by the
Board of Directors. Regarding the other members of the management team, Director
Executive Vice Presidents are responsible for instructing, supervising, and setting policies forthe business divisions they oversee based on their operational execution and oversight authority in their respective areas.
CXOs, meanwhile, oversee areas important to operational execution and instruct the business divisions. The CEOs of our four RHQs in Japan, Europe, Oceania, and Southeast Asia willoversee the business activities in their respective regions based on the regional operational
execution authority delegated to them by me, the Group CEO.
When all members of management fulfill their respective roles to heighten effectiveness intheir respective divisions and regions, this will bolster our business competitiveness and allow us
to function as a united team. This process will thus contribute to synergies between divisions
and RHQs and thereby drive increases in Group–wide corporate value.
An important part of managing the Asahi Group is to expedite decision-making by entrusting to others the tasks that are within their power based on trusting relationships. We do notcentralize the decision-making process by having the CEO issue all of the orders. Rather, I put
forth overarching directives and then delegate authority from there. This is especially true
when it comes to operational execution. We have in place a structure that assigns the responsibility for executing strategies to RHQs, and this structure has served to accelerate the speed
at which regional strategies are implemented and to heighten our business competitiveness.
The central management team, meanwhile, is more dedicated to setting strategies and managing on a Group–wide basis. However, we also oversee RHQs to facilitate global synergies
and thereby stimulate ongoing increases in the corporate value of the Group as a whole.
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 andexternal stakeholders of today. Looking ahead, we will continue to practice growth-oriented
management from a medium- to long-term perspective while bolstering communication withstakeholders through meticulous disclosure and engagement.

23

Management TeamCORPORATE GOVERNANCE OF ASAHI GROUP 2023

Introduction of the Management TeamCEO

Atsushi Katsuki
President and CEO,
Representative Director
Responsibilities
Overall Management
Corporate Strategy, Research & Development, andCorporate Communications and Supply Chain Functions

Executive Vice Presidents and CXOs

Keizo Tanimura

Kaoru Sakita

Taemin Park

Director EVP and CHRO*

Director EVP and CFO*

CGAO*

Responsibilities
Human Resources, General Affairs, Legal
Affairs, Risk Management, Auditing, andSustainability Functions

Responsibilities
Finances, Procurement, and IT Functions

Responsibilities
M&A Activities, Collaboration, and Creation of
Synergies between Each RHQ* Chief Financial Officer* Chief Growth & Alliance Officer* Chief Human Resources Officer

RHQ CEOs 

Japan

EuropeOceaniaSoutheast Asia

Kenji Hamada

Paolo Lanzarotti

Robert Iervasi

Erwin Selvarajah

President and Representative Director, CEOCEOGroup CEOGroup CEOAsahi Group Japan, Ltd.

Asahi Europe and International Ltd

Asahi Holdings (Australia) Pty Ltd

Asahi Holdings Southeast Asia Sdn. Bhd.

Kenji Hamada was appointed to his current position in January2022 after holding positions as Director and Executive Officer,
CFO of the Company, and Senior Managing Director and General
Manager of the Sales Headquarters of Asahi Breweries, Ltd.
In his position as RHQ CEO for Japan, Mr. Hamada
oversees all areas of operations in this country, including
the Alcohol Beverages, Soft Drinks, and Food businesses.
He is committed to strengthening our operating foundations
and achieving further expansion in the Japanese market tosupport the discontinuous growth of the Asahi Group.

Paolo Lanzarotti became the CEO of operations in Central
and Eastern Europe after joining the Group when these
operations were acquired in 2017. He later assumed his
current position in January 2020.
Overseeing operations encompassing more than 90
European and other countries, Mr. Lanzarotti practices
integrated management of global premium brand marketing
functions and is responsible for the Asahi Group’s global
brand strategy.

Robert Iervasi was appointed to the position of CFO of the
Oceania business in 2011 and then to his current position in
February 2019.
Overseeing our Oceania business, he is responsible for
the Alcohol Beverages and Soft Drinks businesses in Australia
and New Zealand. Mr. Iervasi is working to evolve a multibeverage platform while growing operations across Oceania.

Erwin Selvarajah joined the Group to become CEO of theSoft Drinks business in Malaysia in 2011, and he wasappointed to his current position in 2019.
Responsible for our Southeast Asia business, hedevelops our core soft drink and dairy product businesses in
Malaysia with the goal of becoming a soft drink and dairy
product innovator in Southeast Asia.

24

Enhancing the Effectiveness of the Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Framework for 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 arecarried 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 next 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 evaluations.
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 tolong term, the Company’s Board of Directors must maintain ahigh level of effectiveness.
To do so, the Board of Directors must be able to hold meaningfuldebate on appropriately determined topics and engage 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 and supervisory capabilities. The Board also operates ina manner that helps it maintain and enhance its effectiveness.
The Board of Directors and the Directors themselves aresupported 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 arealso aided by the participation of the Nomination Committee andCompensation Committee, both of which 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 that should be
addressed in order to further enhance its effectiveness. Throughthese evaluations, improvements are made on an ongoing basis.
In this way, the Board seeks to maintain and enhance a highlevel of effectiveness.
Through this type of framework, the Company’s highly effective
Board of Directors promotes management based on the AGP withthe aim of ensuring that the Asahi Group will continue to enjoy ahigh level of trust from its stakeholders well into the future.

Medium- to Long-Term Increases
in Corporate Value

Enhancement of Effectiveness of the Board of Directors

Highly effective decision-making
Selection of
Substantive
appropriate ××
discussions
themesHighly effective supervision
Measures to enhance
effectivenessTimelydecisionmaking

Selection of
Substantive
appropriate ××
discussions
themesTimely supervision ofbusiness
execution• Provide information• Ensure adequate time etc.
Business execution andsupervisory skills

Decision-making skills

Board of Directors Skill Matrix

Essential skills for enhancing effectiveness of the Board of Directors

Long-Term Strategy

Global Expertise

Sustainability

Discontinuous Growth

Senior Leadership

Finance

Risk and Governance

Human Resources and Culture25Enhancing the Effectiveness of the Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Cycle of Enhancement of the Effectiveness of the Board of Directors
PDCA Cycle for Enhancing Effectiveness
The following PDCA cycle is implemented on an annual basis to enhance the effectiveness of the Board of Directors, the Nomination Committee, and the Compensation Committee. This annual cycle
is used to drive continuous improvements in effectiveness.

Plan
Establishment of an activity
plan for the fiscal year
based on the issues andresponse measures confirmed in the previous fiscal
year’s evaluationP

Establishment of annual activity plan
based on identified issues

DO
Deliberation on and monitoring of responses to theissues identified based on
the annual plan as well as
necessary discussion points

Check
Evaluation of effectiveness(identification of issues by
the Board of Directors with
the involvement of third
parties to gain opinions on
effectiveness)

Act
Confirmation of the issues
and the response measures
based on the evaluation
results

D

C

A

Effective activities through thedefined framework

Evaluation of the effectiveness ofannual activities(identification of issues)

Confirmation of issues based on
evaluation results, tasks for improving corporate value from long-termand ultra-long-term perspectives, andissues gleaned from social trends aswell as related response policies

26

Enhancing the Effectiveness of the Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Evaluation of the Effectiveness of the Board of Directors
The effectiveness of the Board of Directors (including the Nomination and Compensation committees) in fiscal 2022 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. Thisevaluation was carried out in order to realize sustainable growth and medium- to long-term improvement in corporate value. An overview of the results and theissues recognized through the evaluation are as follows. Please refer to the website below for more details.

I. Summary of Evaluation Results

II. Recognized Issues

In fiscal 2022, the Board of Directors,
Nomination Committee, and Compensation
Committee functioned effectively and fulfilled
their responsibilities for the continuous
enhancement of corporate value over the
medium to long term. The Board of Directors
recognizes issues that should be worked on inorder for the Company to be acknowledged bystakeholders globally and to continuously
enhance corporate value in the future, and it
sets out to address them.

1) Reconfirm the Company’s vision for the Board of Directors• Further discuss and confirm the roles the Board of Directors should fulfill and the necessary composition for the future• Further discuss and confirm the functions that the Chairperson and each Director should carry out2) Further enhance the effectiveness of discussions, which are the basis of the Board of Directors’ effectiveness• Further clarify the agenda of the Board of Directors and enhance the quality of monitoring• Strengthen initiatives for sharing diverse, necessary, and sufficient information with the Board of Directors in a timely and appropriate manner
Activities aimed at addressing these issues as well as medium- to long-term and continuous issues that were confirmed in fiscal 2021 will
be incorporated into the annual activity plan of the Board of Directors, Nomination Committee, and Compensation Committee for fiscal
2023 and carried out.

IV. Evaluation Method

V. Status of Response to Issues
Addressed in Fiscal 2022

 ecause it has been judged that the Board of Directors properly planned the necesBsary themes under the necessary systems and sufficiently carried out deliberationand monitoring.
Because issues were pointed out from a broad perspective for the enhancement ofcorporate value over the medium to long term.
• Thus far, mechanisms and processes organized by the Board of Directors toenhance effectiveness have areas that need to be improved but are functioning
effectively.
• Discussions recognized as highly effective were carried out, such as those regarding
sustainability and succession plans.
• Issues to be addressed, such as discussion methods and the obtaining of information, have been recognized as topics for even more effective discussions by the
Board of Directors.

The evaluation of the effectiveness of theBoard of Directors in fiscal 2022 was conducted in a manner that shifted the focus fromone of formality to one of substance. From
December 2022 to January 2023, three typesof evaluations (assessments by officers, thesecretariat, and third parties) were received.
Based on these evaluations and opinions, inMarch 2023 the Board of Directors held
numerous discussions to finalize the evaluation of its effectiveness for fiscal 2022 anddetermine issues to be addressed in fiscal
2021. See the next page for details.

Through the evaluation of its effectiveness infiscal 2021, the Board of Directors identified
the four items on the next page as issues tobe addressed and worked to respond tothese issues under its annual activity planfor fiscal 2022. As a result, the Board
received praise for addressing all of theseissues in an appropriate manner. Given thenature of all these issues, the Board willcontinue to work toward addressing them.

□□III. ReasonsWebO
 verview of the results of the evaluation of the effectiveness of the Board of Directors, the Nomination Committee, and theCompensation Committee (March 28, 2023)

27

Enhancing the Effectiveness of the Board of Directors

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Evaluation of the Effectiveness of the Board of Directors
Evaluation Method
Evaluation by Directors and Audit & Supervisory Board Members

Evaluation by the Secretariat of the Board of Directors

Third-Party Opinion

In a nongraded survey, all Directors were asked to provide their opinions
regarding a small number of evaluation items that focused on substantive matters. The Directors were also interviewed by a third party. A survey of the Audit& Supervisory Board Members was also conducted using the same evaluation
items as the Director survey. The results of these surveys and interviews werecompiled and subsequently analyzed by a third party.

The Secretariat of the Board of Directors, together with a third
party, assessed formal evaluation items pertaining to the Board’s
effectiveness.

The Company received the opinions of athird 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.

Based on these third-party opinions, the Board of Directors discussed and carried out an evaluation of the Board’s effectivenessand confirmed issues to be addressed in order to further improve its effectiveness.
(Reference) Overview of Directors’ Opinions on the Key Points of the Evaluation• The Board of Directors has an exceedingly high level of governance and functions extremely well.
• Leadership of the Board of Directors is functioning adequately with regard to the Long-Term
Strategy and the Medium- to Long-Term Management Policy.
• Initiatives to further improve effectiveness are necessary regarding monitoring by the Board of Directors.
• The Company should change the content of discussions to develop a board of directors befittingof a global company.

• The Nomination Committee carefully thinks about external perspectives and carries out
discussions in an extremely theoretical and careful manner.
• Further improvements to the Board of Directors Skill Matrix, such as determining the necessary
skills, need to be continued.
• Regarding officers’ remuneration, a benchmark based on global companies should also beemphasized.

Response to the Issues Identified in Fiscal 2022
Identified Issues

Status of Responsei) Discussion of continuing megatrends by the Board of
Directors (Monitoring of initiatives and creation of a rolling
Medium- to Long-Term Management Policy)• Implementation of megatrend sessions with all Directors, Audit & Supervisory Board Members, and young employees, andreaffirmation of the opportunities and risks of megatrends in 2050
• Implementation of a rolling Medium- to Long-Term Management Policy based on awareness of the aboveii) Implementation of discussions on corporate governance inanticipation of the new Group structure (Monitoring of enterprise risk management [ERM] and other factors)• Implementation of discussions on corporate governance by the Board of Directors. Discussion of issues including the structure
after March 2024
• Discussion of risk management by the Board of Directors. Confirmation of Group ERM initiatives and the Group headquarters
crisis management structureiii) Monitoring of sustainability initiatives, including responses
to new issues• Reporting and monitoring of status of combined sustainability and management initiatives by the Board of Directors• Monitoring of initiatives aimed at TCFD recommendationsiv) Team initiatives for succession for the entire Board of
Directors• Discussion of succession plans and the Board of Directors Skill Matrix by the Nomination Committee• Determination of social indicators for Director remuneration

28

Audit & Supervisory Board Members and the Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

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 Members and the Audit & Supervisory Board play an important rolein corporate governance by overseeing the execution of duties by the President, Directors, and othermembers of management in order to safeguard and contribute to the maximization of corporate
value and thereby support the ongoing growth of the Asahi Group. In fulfilling this role, Audit &Supervisory Board Members act as independent authorities with a high degree of independence fromthe Board of Directors and management. Moreover, the benefits of the Audit & Supervisory Board
Member system, namely, the ability for coordination between the Standing Audit & Supervisory
Board Members and the Independent Outside Audit & Supervisory Board Members who represent a
majority on the Audit & Supervisory Board, are utilized in activities to ensure the Company can fulfill
its fiduciary duty and responsibility for accountability toward shareholders.
The Audit & Supervisory Board is composed of suitable individuals who reflect the conditions derived from the AGP, the Asahi Group Code of Conduct, and management strategies.
This membership features an effective balance of the knowledge, experience, abilities, anddiversity required by the Audit & Supervisory Board. Moreover, the Audit & Supervisory Board
should include at least one Audit & Supervisory Board Member with appropriate knowledge offinance and accounting, along with at least one member with appropriate knowledge of legal
affairs. By combining the intimate knowledge of the Group’s business possessed by theStanding Audit & Supervisory Board Members and the high level of expertise of the Outside
Audit & Supervisory Board Members, the Company’s system enables Audit & Supervisory
Board Members to exercise their authority freely and decisively, making appropriate judgments and taking action from an independent and objective standpoint.
Message from the Chairperson

Naoko Nishinaka

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

The Audit & Supervisory Board Members and the Audit &Supervisory Board act, in collaboration with the Board of Directors,
to contribute to transparent and high-quality corporate governanceas a legally independent organ working on behalf of shareholders.
To ensure and improve the effectiveness of the Audit & Supervisory
Board, ongoing effectiveness evaluations are conducted based on
input from third-party organizations. This approach is taken toguarantee that the Audit & Supervisory Board can effectively fulfill
its integral role in corporate governance to safeguard and contributeto the maximization of corporate value as the Asahi Group continues
to globalize its business.
We are committed to earning the trust of all our stakeholders,both those inside and outside of the Company, and we welcome
frank input regarding our activities.

Major Activities of the Audit & Supervisory Board in Fiscal 2022
(Regular activity reports submitted to the Board of Directors)
1. Holding of 12 meetings
2. Discussion of the following topics:•R esolution of audit policies and plans for fiscal 2022 at the beginning of fiscal year andinterim and full-year auditing activity reviews•D ecisions regarding legally mandated items, including preparation of audit reports andappointment/dismissal and compensation of independent accounting auditor•C onfirmation and discussion of quarterly review reports by independent accounting auditor,
audit results, and key audit matters and response of independent accounting auditor•E xamination of issues uncovered by evaluations of Audit & Supervisory Board effectiveness
Major Activities•A ttendance at important meetings (Board of Directors’, Corporate Strategy Board,
Compliance Committee, Risk Management Committee)•S haring of information and exchanges of opinions with independent accounting auditor(explanation of audit plans, quarterly review reports, audit result reports from independentaccounting auditor, etc.)•S haring of information and exchanges of opinions with Audit Section (implementation ofinternal control systems, confirmation of risks, sharing of information, etc.)•E xchanges of opinions with the Chairperson of the Board and the CEO and confirmation andinformation sharing of management policies, conditions, and issues through meetings• Information sharing and exchanges of opinions with Executive Directors other than the
Chairperson of the Board and the CEO and Standing Audit & Supervisory Board Members• Information sharing and exchanges of opinions with Outside Audit & Supervisory Board
Members and financial and legal affairs departments•S haring 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, sharing of information, etc.)•M eetings with audit & supervisory board members and audit departments of domestic Group
companies• Audits of domestic Group companies•P articipation in meetings of overseas RHQ audit (risk management) committees (confirmation of implementation status of internal control systems, risks, etc.)• Audits of overseas Group companies

29

Audit & Supervisory Board Members and the Audit & Supervisory Board

CORPORATE GOVERNANCE OF ASAHI GROUP 2023

Evaluation of the Effectiveness of the Audit & Supervisory Board
Evaluation of the Effectiveness of the Audit & Supervisory Board
The Company’s Audit & Supervisory Board has been evaluating its own effectiveness as an
ongoing initiative.
The evaluation is a self-assessment carried out by the Audit & Supervisory Board with thesupport of a third-party organization and is positioned as part of the PDCA cycle to further
improve the effectiveness of the Board.
The overview of the evaluation of effectiveness in fiscal 2022 is as follows.

I. Evaluation Methods
The evaluation takes into account advice from the third-party organization based on the
results of questionnaires and interviews of the Directors and Audit & Supervisory Board
Members.
Evaluation Materials

Results ofquestionnaires

Results ofinterviews

Targeted Members

III. Initiatives Going Forward
To continue maintaining the effectiveness of the Company’s Audit & Supervisory Board going
forward, the Audit & Supervisory Board must adopt a global perspective as we shift to a global
system with four Regional Headquarters (RHQ) to execute business.
Based on recognition of the current situation, we have positioned fiscal 2023 as the year tolaunch a new global structure and have decided that the first key priority for this year is to
discuss our vision for an audit and supervisory board (ASB) audit system under the global
RHQ system.
Furthermore, the second key priority is to enhance the functionality of our emergency
response system, including the verification of its effectiveness, since we reorganized theemergency response system in fiscal 2022.
As we continue to further advance globalization at the Company, we will strive to realize
an effective Audit & Supervisory Board that contributes to enhancing corporate value andplays a role in corporate governance that prevents damage to this value.

• Audit & Supervisory Board Members• Standing Audit & Supervisory Board Members of Group companies• Head of the internal audit section of the Company• Departments being audited by the Company and Group companies

Phase 3 (2023–)

Shift toglobal RHQ
systemin 2022• Standing and newly appointed Audit & Supervisory Board Members of the Company• Newly appointed Standing Audit & Supervisory Board Members of Group Companies• Head of the internal audit section of the Company• Accounting auditors

Construction of an ASB audit system based on
our global system with four RHQ

The main initiative for fiscal 2023 is to clarify the system to be built for thestart of Phase 3 (vision)
Priority issue 1  Discussing our vision for an ASB audit system under

the global RHQ system

Priority issue 2  Enhancing the functionality of our emergency

response system

Other (advice)• Third-party organization (evaluation support institution)
Phase 2(2020–2022)

II. Evaluation Results
The Company’s Audit & Supervisory Board concluded that it functioned effectively in fiscal 2022.

Phase 1 (–2019)

Web

Enhancement of the audit and supervisory board
function in order to create a global system
Maintenance of foundation for creation of a global system

Overview of the results of the evaluation of the Audit & Supervisory Board’s effectiveness (March 28, 2023)

30

Evolution of Corporate Governance at the Asahi GroupCORPORATE GOVERNANCE OF ASAHI GROUP 2023

Evolution of Corporate Governance at the Asahi GroupWe will continue to implement initiatives for realizing Asahi’s unique proactive
governance with the aim of realizing sustainable growth and improving corporate value over the medium to long term.
• The Board of Directors Skill Matrix is improved.
• The social value indicators for Director
remuneration are reinforced.

Since 2000, the Company has continuously worked to strengthen its substantive corporate
governance. Starting in 2018, the Company has made especially significant progress in separating management supervision and execution, implementing a third-party evaluation of Board
effectiveness, establishing standards and guidelines for the resignation of the CEO, and creating the Board of Directors Skill Matrix.

• The annual plans of the Nomination Committee and theCompensation 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 isestablished.

•T he Company transitions to a structure in which the Chairperson of the Boardof Directors does not serve concurrently as a Representative Director.
•S tandards and guidelines are formulated for the resignation of the CEO, theappointment of Representative Directors, and the clarification of terms ofoffice for officers.
•T he number of Outside Directors on the Board of Directors is raised, now
constituting one-third of total Board members.
•T he 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
to three.
• Terms of Directors are shortened to one year.
• 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 effectivenessof 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

31

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 CEO, Representative Director

Paid-in Capital

JPY220,216 million (As of December 31, 2022)

No. of Employees(Consolidated)

29,920 (As of December 31, 2022)

Net Sales(Consolidated)

JPY2,511.1 billion (Fiscal 2022)

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