Corporate Governance Report
TRANSLATION FOR REFERENCE PURPOSE ONLYThis notice has been translated from the original Japanese text of the timely disclose statement and is for reference purpose only. In the event ofany discrepancy between the original Japanese and this translation, the Japanese text shall prevail.

Last Update: July 6, 2020
Asahi Holdings, Inc.
Tomoya Higashiura, Representative Director, President & CEO
Contact: Corporate Planning & Communications Department
Securities Code: 5857
https://www.asahiholdings.com/english
The corporate governance of Asahi Holdings, Inc. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic
Information

1. Basic Views UPDATEDBasic Policies for Corporate Governance
Asahi Holdings Group (hereinafter referred to as “Group”) has established the Asahi Way which is a value to be shared by
the Group employees and contains Our Credo, Our Corporate Values, Our Employee Principles and The Ten Codes. The
Directors and Group management take the lead in practicing the Asahi Way and familiarize all Group employees with it
through key employees and the internal portal sites. In accordance with the Asahi Way principles, we have established “Asahi
Holdings Corporate Governance Policies” for the purposes of Group’s sustainable corporate growth and increased corporate
value over the mid- to long-term and will continuously endeavor to enhance our corporate governance by implementing thepolicies.
To establish corporate governance and have it work effectively is a corporate social responsibility and contributes to more
efficient and transparent management as well as to sustainable corporate value growth. The Company has been building thecorporate governance that will respond to the confidence of shareholders, business partners, employees, local communities
and other various stakeholders so as to fulfill our social mission and responsibility as a listed company. Also, we have beendeveloping a top-management composition and a framework for business operations that will promptly respond to the
management environment changes with emphasis on compliance aiming at sustainable corporate value growth.
※“Asahi Holdings Corporate Governance policies” is posted on our website.
URL: https://www.asahiholdings.com/english/ir/library/governance/※For the details of basic views above, please refer to “Asahi Holdings Corporate Governance Policies” (Chapter-I: General
Provision and Annex document-1 The Asahi Way).

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company has implemented all of the Principles of the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code]
The Company has implemented all of the Principles of the Corporate Governance Code.
For the implementation status of each Principle of Corporate Governance, please refer to “Implementation status for the
Corporate Governance Code”. **Please refer to attachment of this report (PDF ver.) or “Asahi Holdings Corporate Governance Policies” (URL above).

2. Capital Structure
Foreign Shareholding Ratio

From 20% to less than 30%[Status of Major Shareholders] UPDATEDName / Company Name

Number of Shares Owned
3,506,300
3,075,300

Japan Trustee Services Bank, Ltd. (Trust account)
The Master Trust Bank of Japan, Ltd. (Trust account)-1-

Percentage (%)
8.81
7.73

STATE STREET BANK AND TRUST COMPANY 505025
Mitsuharu Terayama
Masamichi Terayama
Asahi Employee Stock Ownership Plan
Japan Trustee Services Bank, Ltd. (Trust account 5)

JP MORGAN CHASE BANK 385151
Japan Trustee Services Bank, Ltd. (Trust account 9)

RE FUND 107-CLIENT AC
Controlling Shareholder (except for Parent
Company)
Parent Company

1,038,700
887,145
802,345736,300
708,900
693,156
651,600
540,000

2.61
2.23
2.01
1.85
1.78
1.74
1.63
1.35

―――

None

Supplementary Explanation UPDATED※The information is based on stock ledger as of March 31, 2020.

3. Corporate Attributes
Listed Stock Market and Market Section
Fiscal Year-End
Type of Business
Number of Employees (consolidated) as of theend of the Previous Fiscal YearSales (consolidated) as of the end of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of theend of the Previous Fiscal YearTokyo Stock Exchange, First Section
March
Nonferrous Metals
More than 1,000
From ¥100 billion to less than ¥1 trillion
From 10 to less than 50

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―――

5. Other Special Circumstances which may have Material Impact on Corporate Governance
―――

-2-

II. Business Management Organization and Other Corporate Governance Systems regarding Decisionmaking, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form
Company with Audit and Supervisory Committee[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board UPDATED
Number of Directors
Status of the Appointment of Outside
Directors
Number of Outside Directors
Number of Independent Directors

10
One Year
President & CEO
8
Appointed
33Outside Directors’ Relationship with the Company (1)NameAttributeabc

Relationship with the Company*
d
e
f
g
h

i

j

k

Yuji Kimura

Other
Kyoko Kanazawa
LawyerYoshinori Hara
Scholar* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Executive or non-executive director of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property
from the Company besides compensation as a director/kansayaku
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
h. Executive of a client or supplier of the Company (which does not correspond to any of d, e, or f) (the director
himself/herself only)
i. Executive of a company, between which and the Company Outside Directors/kansayaku are mutually appointed (thedirector himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director himself/herself only)
k. Others
Outside Directors’ Relationship with the Company (2)Name
Yuji Kimura

Membershipof Audit andSupervisory
Committee○

Designation as
Independent
Director

Supplementary
Explanation of
the Relationship○

DesignatedIndependent
Director.

-3-

as

Reasons of Appointment
Based on his expertise and experience inenvironmental preservation, including
waste treatment and recycling, theCompany appointed him as Outside
Director in order to receive his advice

Kyoko Kanazawa○○

DesignatedIndependent
Director.

asYoshinori Hara○○

DesignatedIndependent
Director.

as-4-

regarding the Company’s operation froman objective view, thereby helping tocontinuously and sustainably enhance thecorporate value of the Company.
[Designation as Independent Director]
The Company has judged that no conflictsof interests will arise with the Company’s
shareholders in general. Therefore, under
his approval, Board of Directors appointed
him as Independent Director. In addition,
he is not applicable to “additional
disclosure requirements in terms of
independency” regulated by Ordinance for
Enforcement of the Listing Regulations.
Based on her expertise and experience as alawyer, the Company appointed her as
Outside Director in order to receive heradvice regarding the Company’s operationfrom an objective view, thereby helping tocontinuously and sustainably enhance thecorporate value of the Company.
[Designation as Independent Director]
The Company has judged that no conflictsof interests will arise with the Company’s
shareholders in general. Therefore, under
her approval, Board of Directors appointed
her as Independent Director. In addition,
she is not applicable to “additional
disclosure requirements in terms of
independency” regulated by Ordinance for
Enforcement of the Listing Regulations.
Based on his highly professional expertiseand experience in all aspects of service
innovation as the Dean and Professor of
Graduate School of Management at Kyoto
University, the Company appointed him as
Outside Director in order to receive his
advice regarding the Company’s operationfrom an objective view, thereby helping tocontinuously and sustainably enhance thecorporate value of the Company.
[Designation as Independent Director]
The Company has judged that no conflictsof interests will arise with the Company’s
shareholders in general. Therefore, under
his approval, Board of Directors appointed
him as Independent Director. In addition,
he is not applicable to “additional
disclosure requirements in terms of
independency” regulated by Ordinance for
Enforcement of the Listing Regulations.

[Audit and Supervisory Committee]
Committee’s Composition and Attributes of Chairperson
All Committee
Members
Audit and Supervisory
Committee

4Full-timeMembers1

Appointment of Directors and/or Staff to
Support the Audit and Supervisory Committee

OutsideDirectors

Inside Directors
1

3

Chairperson
OutsideDirector

Appointed

Matters Related to the Independence of Such Directors and/or Staff from Executive Directors
The Company has established and implemented each item below in “A Key Principle for Internal Control System”.
1. The Company assigns employees who assist the duties of the Audit and Supervisory Committee in the Secretariat of Audit
and Supervisory Committee.
2. Appointment and relocation of the staff of the Secretariat of Audit and Supervisory Committee that assists such Committee
in performing its duties requires prior consent of such Committee.
3. The Audit and Supervisory Committee shall have the right to direct and order the staff of the Secretariat of Audit andSupervisory Committee who assists the Committee in performing its duties to perform his/her duties.

Cooperation among Audit and Supervisory Committee, Accounting Auditors and Audit Department
The Company has established and implemented basic policies in “Asahi Holdings Corporate Governance Policies” forappropriate cooperation and provision of information promptly among Audit and Supervisory Committee, Accounting
Auditors and Audit Department.
For details, please refer to “Asahi Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance
Structure / 7.Securing Proper Audit by Accounting Auditors / 10.Support for Directors).
[Voluntary Establishment of Nomination/Remuneration Committee]
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee or Established
Remuneration Committee
Committee’s Name, Composition and Attributes of Chairperson UPDATED
Committee Corresponding toNomination Committee
Committee’s NameAll Committee Members
Full-time Members
Inside Directors
Outside Directors
Outside Experts
Other
Chairperson

Committee Corresponding to
Remuneration Committee

Nominating Committee

Compensation Committee

3
1
1
2
0
0
Outside Director

3
1
1
2
0
0
Inside Director

Supplementary Explanation UPDATED
For details, please refer to “Asahi Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure /8. Procedure of Nomination and Dismissing of Directors, 9. Determining Procedure of Compensation for Directors).
Both the Nominating Committee and Compensation Committee are composed of three members, Mr. Tomoya Higashiura,
Mr. Yuji Kimura and Mr. Yoshinori Hara, with Mr. Yuji Kimura serving as the chair of the Nominating Committee and Mr.
Tomoya Higashiura serving as the chair of the Compensation Committee respectively. As the Company’s President & CEO,Mr. Tomoya Higashiura has extensive managerial knowledge and experience, while Mr. Yuji Kimura and Mr. Yoshinori Hara
are Outside Directors both of whom have abundant insights and background in management.

-5-

In the fiscal year ended March 2020, the Nominating Committee was convened eight times while the Compensation
Committee met five times. All members attended all the committee meetings during their term in office.

[Independent Directors]
Number of Independent Directors

3

Matters relating to Independent Directors[Independence of Outside Directors]
The Company secures independence of Outside Directors by establishing and observing “Independence Criteria for
Independent Directors”.
For details, please refer to “Asahi Holdings Corporate Governance Policies” (Annex Document-4 Independence Criteria for
Independent Directors).

[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration

Supplementary Explanation
As performance-based stock compensation, the Company’s stock is granted in consideration of the level of achievement of
the mid-term business target and the level of contribution by each person of the performance.

Recipients of Stock Options[Director Remuneration]
DisclosureofIndividual
Remuneration

None
Directors’

No Individual Disclosure

Supplementary Explanation UPDATED
Total amounts paid to Directors (fiscal year ended March 2020)
The number of Directors:11 Amounts:176 million yen[Remuneration limit]
Directors (Excluding Directors serving as Audit and Supervisory Committee Member): 200 million yen
Directors serving as Audit and Supervisory Committee Member: 100 million yen

Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Remuneration for Directors is determined in accordance with the level of contribution for the business results.
For details, please refer to “Asahi Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure /9. Determining Procedure of Compensation for Directors, Annex Document -6: Compensation Policies for directors and key
management).

[Supporting System for Outside Directors]
There is a supporting system for operation of meetings, also in order to realize effective audit by Directors serving as Audit
and Supervisory Committee, employees are assigned as staff to support Directors by promptly providing necessary
information to them.
For details, please refer to “Asahi Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure /10. Support for Directors).

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions(Overview of Current Corporate Governance System) UPDATEDFor overview and actions to enhance corporate governance, please refer to “Asahi Holdings Corporate Governance Policies”(Chapter-Ⅴ: Corporate Governance Structure).

-6-

<Condition of the Board of Directors’ Activities>
The Board of Directors’ meeting was held ten times during the fiscal year ended March 2020, and all Directors attended all
the Board of Directors’ meetings during their term in office. The Board of Directors deliberate and decide on importantmanagerial matters regarding basic management policies, management strategies, medium-term business plan, annual planand other strategic directions.
<Condition of Audit by Audit and Supervisory Committee>
The Audit and Supervisory Committee meeting was held ten times during the fiscal year ended March 2020, and all Committee
Members attended all the meetings during their term in office. The main agenda of the Audit and Supervisory Committee
meeting are determination of audit policy/audit planning, audit of financial results, determination of reappointment or nonreappointment of Accounting Auditor, approval of compensation of Accounting Auditors, determination of the opinions
regarding personnel and remunerations of Directors, audit of business report/agenda of AGM, audit of internal control system,
hearing regarding operations of overseas subsidiaries, audit of important request for approval, etc. The meeting withAccounting Auditor was held five times, and periodical report from Audit Department was delivered nine times, whichstrengthened the collaboration with them.
<Condition of Internal Audit>
The Audit Department assesses the appropriateness and effectiveness of operations of the Group, while also auditing
compliance with laws, regulations and company rules through well-planned and exhaustive audit by four audit members. The
Audit Department periodically exchanges information with Accounting Auditors, while regularly exchanges information andopinions with Audit and Supervisory Committee.
<Condition of Accounting Audit>
The Company has selected Ernst & Young ShinNihon LLC as its Accounting Auditor. The names of certified public
accountants who performed duties during the fiscal year ended March 2020 and the composition of assistants engaged in audit
duties are as follows:* Names of certified public accountants who performed audit duties: Mr. Toshinari Takeno and Mr. Hiroaki Hono
* Composition of assistants engaged in audit duties: 15 certified public accountants and 27 assistants in other duties

3. Reasons for Adoption of Current Corporate Governance System
Our organization design and basic framework of corporate governance are as below.
We believe that this is the most appropriate system to speed up the business operations and to enhance the function ofsupervising the business operations, giving the advice and supervising the conflict of interest.
(1) By adopting a company with an Audit and Supervisory Committee as a form of organization under the Companies
Act and appointing two or more Independent Outside Directors, we have enhanced the functions to supervise thebusiness operations, to give advice and to supervise the conflict of interest and, by appointing and empowering the
Executive Directors, have accelerated the business operations.
(2) We have established the “Compensation Committee” and “Nominating Committee” (the majority of which are
Outside Directors) as an advisory body of the Board of Directors in order to further enhance corporate governanceby securing transparency, fairness and objectivity in determining the amount of compensation of Directors andappointing and dismissing the Directors and key management candidates.
(3) Important matters delegated to the Executive Directors are deliberated and decided at the “Group Executive
Committee”. Other matters for business operations are deliberated and decided at the Group’s key company
management meeting. Details are set forth in the internal rules.
For details, please refer to “Asahi Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure).

-7-III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholders Meeting and Smooth Exercise of Voting Rights UPDATED
Supplementary Explanations
Early Notification of General
Will be dispatched no later than approx. 3 weeks prior to the date of meeting.
Shareholders Meeting
Scheduling AGMs Avoiding theApprox. 7 days prior to the peak day.
Peak Day
Allowing Electronic Exercise of Electronic exercise of voting rights is available from the 7th General Shareholders
Meeting.
Voting Rights
Participation
inElectronic The Company participates in electronic voting platform operated by ICJ Inc. from the
7th General Shareholders Meeting.
Voting Platform
Providing Convocation Notice inPost a convocation notice in English on the Company’s website
English
2. IR Activities UPDATED
Supplementary Explanations
Preparation and Publication ofDisclosure Policy*

For the basic policy, Please refer to “Asahi Holdings Corporate Governance
Policies” (Chapter-Ⅲ: Proper Disclosure, Chapter-Ⅱ: Relations with Shareholders
and others/ 3.Dialogue with Shareholders).

Regular Investor Briefings for
Hold explanatory meeting at time of full-year and interim business result.
AnalystsandInstitutional
Information meeting and small meeting are also held in a timely manner.
Investors
Regular Investor Briefings for Have dialogues with overseas institutional investors at time of full-year businessresult, mainly in Europe and U.S.A.
Overseas Investors
Posting of IR Materials on In addition to disclosure documents, press release, annual securities report we haveannounced corporate profile, financial documents and business line on our website.
WebsiteEstablishment of Department Established in Corporate Planning & Communications Department, and appointed
and/or Manager in Charge of IR the person in charge.
*Briefings by Representative Director○○

3. Measures to Ensure Due Respect for Stakeholders UPDATED
Supplementary Explanations
Stipulation of Internal Rules for
Please refer to “Asahi Holdings Corporate Governance Policies” (Chapter-Ⅳ:
Respecting the Position of
Stakeholder Relationships for the basic policies).
Stakeholders
ImplementationofEnvironmental Activities, CSR
Activities etc.

The Company is contributing to effective use of natural resources and environmental
protection through Precious Metals Business and Environmental Preservation Business.
We are also proactively working on CSR activities.
For details, please refer to “Asahi Holdings Corporate Governance Policies” (ChapterIV: Stakeholder Relationships).

Development of Policies on
Information
Provisionto
Stakeholders

For the basic policy, Please refer to “Asahi Holdings Corporate Governance Policies”(Chapter-Ⅲ: Proper Disclosure).

-8-IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development(1) Framework to ensure that the performance of duties by the Directors, Corporate Officers and employees of theCompany and the subsidiaries are consistent with the laws and the Articles of Incorporation① The Board of Directors has established the Asahi Way for the Directors and employees in order for the Directors,
Corporate Officers and employees to comply with the laws, Articles of Incorporation and internal rules and to fulfill theirduties.
② The Company has distributed the Asahi Way to the Directors and employees so as to keep them informed of legal
compliance. The Audit Department makes improvements and give guidance through the business audit.
③ The Company has established the “Internal Control Promotion Meeting” consisting of Directors and responsible personsof various divisions as an organization that controls the entire compliance in order to promote the construction,
maintenance and improvement of the internal control system.
④ To promote compliance, the actual situation of compliance is audited.
⑤ In order to respond appropriately to any legal violation or other doubtful act under the laws which maybe discovered bya Director or an employee, we have developed and are operating a whistle-blowing system.
⑥ We will never have any relationship, including business relationships, with anti-social forces which threaten the social
order and sound corporate activities. In the event of an illegal request, we will take a firm attitude and respond to it
organizationally in accordance with the laws and internal rules.
(2) Framework for storage and management of information relating to business operations by the Directors and aframework for report to the Company about the matters relating to the performance of duties by the Directors
and employees of the subsidiaries① The Company appropriately controls the manner of storing, disposing of and otherwise managing the records anddocuments relating to the performance of duties and decision-making of the Directors and reviews the relevant rules fromtime to time when needed.
② The Directors, Audit and Supervisory Committee Members and Accounting Auditor always have access to theseinformation and documents.
③ We manage the subsidiaries and they report important matters to us.
(3) Rules and other frameworks for management for risk of loss in the Company and subsidiaries① The Company has established the risk management rules and built a risk management system in accordance with suchrules.
② In the event of an unexpected event, we will discuss and make decisions at the management meeting, etc. and the
responsible manager will inform such decisions to each division and plant. Each division and plant will take prompt
actions to prevent damage from expanding and will take necessary measures to minimize the damage.
(4) Framework to secure the efficient performance of duties by the Directors of the Company and subsidiaries① The Board of Directors holds a meeting regularly no less than once every three months and from time to time whenneeded in order to determine the management policies and other important matters relating to the business strategies andto supervise the situation of business operations by the Directors.
② In order to enhance the functions of the Board of Directors and improve management efficiency, the Board of Directors
will hold an extraordinary meeting from time to time when needed in order to expeditiously make decisions on basic
matters and important matters relating to the business operations.
③ The Board of Directors drafts a mid-term business plan and a budget for each fiscal year to set the business target andsupervises the progress.
④ Regarding the business operations according to decisions made by the Board of Directors, we will establish the
responsibility of the Directors for performance of duties and the procedures for performance so as to ensure the efficientperformance of duties. Such procedures will be reviewed from time to time when needed.
(5) Framework to secure the appropriateness of business of the corporate group consisting of the Company andsubsidiaries① The Company has built a system to manage the subsidiaries and developed a system to report their business results,business activities and the like to the Board of Directors on a regular basis.
② A manager of the Company serves as an officer of the subsidiary and develops a system to observe the appropriatenessof such subsidiary’s business.
③ The Audit Department of the Company conducts the internal audit regularly or when needed and develops a system to-9-

report the result of audit to the Representative Director and President, the Audit and Supervisory Committee and therelevant divisions of the Company.
(6) Framework to appoint an employee who assists the duties of the Audit and Supervisory Committee of theCompany, and the matters relating to the independence of such employee from the Directors (except those who are
Audit and Supervisory Committee Members) and the matters relating to the assurance of effective instructions
given by the Audit and Supervisory Committee to such employee① The Company has assigned an employee who assists the duties of the Audit and Supervisory Committee in the Secretariat
of Audit and Supervisory Committee.
② Appointment and relocation of the staff of the Secretariat of Audit and Supervisory Committee that assists such
Committee in performing its duties requires prior consent of such Committee.
③ The Audit and Supervisory Committee shall have the right to direct and order the staff of the Secretariat of Audit andSupervisory Committee office who assists the Committee in performing its duties to perform his/her duties.
(7) Framework where the Directors (except those who are Audit and Supervisory Committee Members) andemployees of the Company and the Directors, Corporate Officers, employees and Auditors of the subsidiaries orparties who receive a report from aforementioned persons report to the Audit and Supervisory Committee of theCompany, and other matters relating to reporting to the Audit and Supervisory Committee① The Directors (except those who are Audit and Supervisory Committee Members) and employees of the Company andthe Directors, Corporate Officers, employees and Auditors of the subsidiaries or parties who receive a report from
aforementioned persons promptly report the important matters relating to, without limitation, the management, theaccounting division and division in charge of compliance and awards and penalties to the Audit and Supervisory
Committee of the Company, in addition to the matters which conflict with the laws and Articles of Incorporation and thematters which may remarkably damage the Company and the subsidiaries.
② In order to grasp the important decision-making process and the situation of its business operations, the Audit andSupervisory Committee Members may attend important meetings in addition to the meeting of the Board of Directors,
access important documents relating to the business operations and request a Director or an employee to explain thesituation when needed.
(8) Framework to ensure that no person who reported to the Audit and Supervisory Committee of the Company istreated disadvantageously by reason of the report
The Company will not treat any Officer or employee of the Company and the subsidiaries who reported to the Audit andSupervisory Committee disadvantageously by reason of such report.
(9) Matters relating to the policies for settlement of expenses or debts associated with the procedures for prepayment
or reimbursement of expenses incurred for the performance of duties by the Audit and Supervisory Committee
Members of the Company (limited to the performance of duties of the Audit and Supervisory Committee) and theperformance of other duties
The Audit and Supervisory Committee Members may request the Company to repay the expenses required for the
performance of their duties (limited to the performance of duties of the Audit and Supervisory Committee.)(10) Other framework to ensure that the Audit and Supervisory Committee of the Company conducts audits effectively
The Audit and Supervisory Committee, Accounting Auditor and Audit Department cooperate with each other in audit
tasks and the Director and the employees assist them in conducting audits efficiently.

2. Basic Views on Eliminating Anti-Social Forces
The Group strictly prohibits all Officers and employees from having any relationship or doing any transaction with anti-social
activities or forces. Also, Group has a system to closely affiliate with outside expert organs and to respondto any situation promptly.

- 10 -

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation―――

2. Other Matters Concerning to Corporate Governance System―――- 11 -

Implementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "Asahi Holdings Corporate Governance Policies" as follows;

No

1

2

StatusCorporate Governance Code
Section 1
Securing the Rights
and Equal Treatmentof Shareholders

ComplyGeneral Principle 1

ExplainCorresponding articles
in Asahi Holding Corporate Governance Policies
Chapter-II: Relations with Shareholders and others●

Principle 1.1
Securing the Rights ofShareholders●

Chapter-II: Relations with Shareholders and others
1. Securing the Rights of Shareholders
Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

3

1-1 ①

●

4

1-1 ②

●

5

1-1 ③

●

Chapter-II: Relations with Shareholders and others
1. Securing the Rights of Shareholders●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting6

Principle1.2
Exercise of Shareholder Rights at
General Shareholder Meetings

Chapter-V: Corporate Governance Structure
1. Organization Design and Basic Framework
2. Board of Directors – Roles -

7

1-2 ①

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

8

1-2 ②

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

9

1-2 ③

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting
Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting
Chapter-III: Proper Disclosure
2. Enhancement of Disclosure in English

10

1-2 ④

●

11

1-2 ⑤

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

12

Principle 1.3
Basic Strategy for Capital Policy●

Chapter-II: Relations with Shareholders and others
4. Basic Strategy for Capital Policy

13

Principle 1.4
Cross-Shareholdings●

Chapter-II: Relations with Shareholders and others
6. Cross-Shareholding Strategy

14

1-4 ①

●

Chapter-II: Relations with Shareholders and others
6. Cross-Shareholding Strategy

15

1-4 ②

●

Chapter-II: Relations with Shareholders and others
6. Cross-Shareholding Strategy●

Chapter-II: Relations with Shareholders and others
7. Anti-Takeover Measures●

Chapter-II: Relations with Shareholders and others
7. Anti-Takeover Measures●

Chapter-II: Relations with Shareholders and others
4. Basic Strategy for Capital Policy●

Chapter-II: Relations with Shareholders and others
5. Prevention of Related Party Transactions●

Chapter-I: General Provision
1. Asahi Way
Annex Document-1: Asahi Way●

Chapter-I: General Provision
1. Asahi Way
Annex Document-1: Asahi Way

16

Principle 1.5
Anti-Takeover Measures

17

18

19

20

21

22

1-5 ①
Principle 1.6
Capital Policy that May Harm
Shareholder Interests
Principle 1.7
Related Party Transactions
Section 2 Appropriate General Principle 2
Cooperation with
Stakeholders Other
Than Shareholders
Principle 2.1
Business Principles as theFoundation of Corporate Value
Creation Over the Mid- to LongTerm
Principle 2.2
Code of Conduct

23

24

●

2-2 ①
Principle 2.3
Sustainability Issues, Including
Social and Environmental Matters●

Chapter-I: General Provision
1. Asahi Way
Chapter-IV: Stakeholder Relationships
4. Relationships with Employees
Chapter-IV: Stakeholder Relationships
4. Relationships with Employees
Chapter-IV: Stakeholder Relationships
2. Relationships with Communities and Activities on Environment●Implementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "Asahi Holdings Corporate Governance Policies" as follows;No
25

Comply2-3 ①

Principle 2.4
Ensuring Diversity, Including
Active Participation of Women

26

Principle 2.5
Whistleblowing

27
28

2-5 ①
Principle 2.6
Role of asset owner of corporate
pensions

29

30

StatusCorporate Governance Code

Section 3 Ensuring
General Principle 3
Appropriate
Information Disclosure
and Transparency

ExplainCorresponding articles
in Asahi Holding Corporate Governance Policies●

Chapter-IV: Stakeholder Relationships
2. Relationships with Communities and Activities on Environment●

Chapter-IV: Stakeholder Relationships
4. Relationships with Employees●

Chapter-IV: Stakeholder Relationships
5. Whistle-blowing System●

Chapter-IV: Stakeholder Relationships
5. Whistle-blowing System●

Chapter-IV: Stakeholder Relationships
6. Role of asset owner
Chapter-III: Proper Disclosure●

Principle 3.1
Full Disclosure

31

●

(ALL)
Chapter-III: Proper Disclosure(ⅰ)
Chapter-I: General Provision
1. Asahi Way
Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders(ⅱ)
Chapter-I: General Provision
2. Basic Policies for Corporate Governance(ⅲ)
Chapter-V: Corporate Governance Structure
9. Determining Procedure of Compensation for Directors
Annex Document-6: Compensation Policies for directors and key management(ⅳ)
Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors andkey management candidates(ⅴ)
Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors

32

3-1 ①

●

Chapter-III: Proper Disclosure
1. Basic Policies for Information Disclosure

33

3-1 ②

●

Chapter-III: Proper Disclosure
2. Enhancement of Disclosure in English●

Chapter-V: Corporate Governance Structure
7. Securing Proper Audit by Accounting Auditors

Principle 3.2
External Auditors

34

35

3-2 ①

●

Chapter-V: Corporate Governance Structure
7. Securing Proper Audit by Accounting Auditors

36

3-2 ②

●

Chapter-V: Corporate Governance Structure
7. Securing Proper Audit by Accounting Auditors●

Chapter-V: Corporate Governance Structure
1. Organization Design and Basic Framework
2. Board of Directors – Roles -●Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -●Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -37

38

Section 4
Responsibilities of the
Board

General Principle 4

Principle 4.1
Roles and Responsibilities of theBoard (1)

39

4-1 ①

40

4-1 ②

41

42

4-1 ③

Principle 4.2
Roles and Responsibilities of theBoard (2)●Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles Chapter-II: Relations with Shareholders and others
3. Board of Directors – Composition -●Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing
Annex Document-5: Nomination Policies and Dismissal criteria for directors andkey management candidates●

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -Implementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "Asahi Holdings Corporate Governance Policies" as follows;No

StatusCorporate Governance Code43

Comply4-2 ①Explain

Chapter-V: Corporate Governance Structure
9. Determining Procedure of Compensation for Directors
Annex Document-6: Compensation Policies for directors and key
management●

Principle 4.3
Roles and Responsibilities of theBoard (3)
44

4-3 ①

46

4-3 ②

●

48

4-3 ④

●

50

4-4 ①

Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates

●

4-3 ③

Principle 4.4
Roles and Responsibilities ofKansayaku and the Kansayaku
Board

Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates

●

47

49

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles 9. Determining Procedure of Compensation for Directors
Annex Document-6: Compensation Policies for directors and key
management
Chapter-III: Proper Disclosure
3. Supervision by Board of Directors for Proper Disclosure
Chapter-II: Relations with Shareholders and others
5. Prevention of Related Party Transactions●

45

Corresponding articles
in Asahi Holding Corporate Governance Policies

Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates
Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -NotapplicableNot
applicableNot
applicableNot
applicable51

Principle 4.5
Fiduciary Responsibilities of
Directors and Kansayaku●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors

52

Principle 4.6
Business Execution and Oversightof the Management●

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -53

Principle 4.7
Roles and Responsibilities ofIndependent Directors●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors

54

Principle 4.8
Effective Use of Independent
Directors●

Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition -

55

4-8 ①

●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors

56

4-8 ②

●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors
Annex Document-4: Independence Criteria for independent directors●

Chapter-V: Corporate Governance Structure
1. Organization Design and Basic Framework

57

58

Principle 4.9
Independence Standards andQualification for Independent
Directors
Principle 4.10
Use of Optional Approach

59

60

4-10 ①

Principle 4.11
Preconditions for Board andKansayaku Board Effectiveness●●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors
8. Procedure of Nomination and Dismissing of Directors
9. Determining Procedure of Compensation for Directors
Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition 4. Board of Directors – Operation and Securing Effectiveness 5. Audit and Supervisory Committee

Implementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "Asahi Holdings Corporate Governance Policies" as follows;No

StatusCorporate Governance CodeComplyExplainCorresponding articles
in Asahi Holding Corporate Governance Policies

61

4-11 ①●

Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition -62

4-11 ②●

Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition -63

4-11 ③●

Chapter-V: Corporate Governance Structure
4. Board of Directors – Operation and Securing Effectiveness -●Chapter-V: Corporate Governance Structure
4. Board of Directors – Operation and Securing Effectiveness -●Chapter-V: Corporate Governance Structure
4. Board of Directors – Operation and Securing Effectiveness -●Chapter-V: Corporate Governance Structure
10. Support for Directors

Principle 4.12
Active Board Deliberations

64
65

4-12 ①
Principle 4.13
Information Gathering andSupport Structure

66

67

4-13 ①●

Chapter-V: Corporate Governance Structure
10. Support for Directors

68

4-13 ②●

Chapter-V: Corporate Governance Structure
10. Support for Directors

69

4-13 ③●

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles 10. Support for Directors●

Chapter-V: Corporate Governance Structure
11. Policies of Training for Directors
Annex Document-7: Training Policies for directors

Principle 4.14
Director and Kansayaku Training

70

71

4-14 ①●

Chapter-V: Corporate Governance Structure
11. Policies of Training for Directors
Annex Document-7: Training Policies for directors

72

4-14 ②●

Chapter-V: Corporate Governance Structure
11. Policies of Training for Directors
Annex Document-7: Training Policies for directors

73

74

Section 5
Dialogue with
Shareholders

General Principle 5

Principle 5.1
Policy for Constructive Dialogue
with Shareholders

75

5-1 ①

●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders

76

5-1 ②

●

77

5-1 ③

●

78

Principle 5.2
Establishing and Disclosing
Business Strategy and Business
Plan

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders
Chapter-III: Proper Disclosure
1. Basic Policies for Information Disclosure
Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders
Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●