Corporate GovernanceManagement, Execution, Audit & Supervision
Corporate Governance Structure
- Kirin Holdings has adopted a pure holding company structure as a means of controlling its diverse and global business, which is centered on alcoholic beverages, non-alcoholic beverages, and pharmaceuticals & bio-chemicals. As a pure holding company, Kirin Holdings takes on the role of devising and implementing the Group's overall strategies, monitoring individual businesses, and creating synergy through coordination across the Kirin Group.
- The Kirin Group's individual companies conduct their business autonomously with a sense of speed, while maintaining close ties to the local customers and other stakeholders. Kirin Holdings grants appropriate authority to match the strategic stages of individual Kirin Group companies and improves governance through the Boards of individual group companies by dispatching directors to those companies. Directors or Executive Officers of Kirin Holdings serve concurrently as directors at the main companies in the Kirin Group.
- Kirin Holdings has adopted a Company with Audit & Supervisory Board system, and aims to maintain and improve on a highly transparent governance system for its stakeholders. The Board, which includes a number of Outside Directors, works closely with the Audit & Supervisory Board, which also includes a number of Outside Audit & Supervisory Board Members, and makes effective use of the statutory and other auditing function to take final decisions on important matters. At the same time, the Board endeavors to reinforce the monitoring function on management.
- Kirin Holdings has introduced an executive officer based system in order to implement strategies for each of its businesses and functions in an agile fashion and clarify executive responsibilities.
Directors and Auditors
Refer to the following page for more details;
The Board of Directors and its Members
- The Board aims to ensure the Kirin Group's sustainable growth and the improvement of corporate value over the medium to long term in order to promote the interests of the company and the common interests of its shareholders in keeping with the Kirin Group's fiduciary responsibility and accountability vis-a-vis its shareholders.
- The Board takes decisions on legal matters and on the execution of the Kirin Group's important operations, which include long-term management plans, mid-term management plans and yearly business plans across the Kirin Group and at key Group companies. The Board is also responsible for monitoring the directors' execution of their professional duties, and for developing appropriate internal control systems across the Kirin Group.
- Taking into account the knowledge, experience, skills and discernment that are necessary for turning the 2021 Vision into a reality, the Board is composed of the appropriate number of members, ensuring overall balance and diversity. Two or more Outside Directors are appointed and one of Outside Directors serves as Chairman of the Board in order to develop a highly transparent governance system and ensure that management is monitored effectively and objectively.
- Regarding the seven (7) Kirin Group companies: Kirin Co., Ltd., LION PTY LTD., Brasil Kirin Holding S.A., Myanmar Brewery Limited, Kyowa Hakko Kirin Co., Ltd., SAN MIGUEL BREWERY INC., and China Resources Kirin Beverages (Greater China), the Directors or the Executive Officers of Kirin Holdings are appointed as Directors (or as outside Directors) of each company, and supervise the performance of duties in order to strengthen governance of the Kirin Group overall.
- Kirin Holdings has nine (9) Directors, of whom four (4) are Outside Directors as of April, 2017.
- The Board of Directors Meeting is held regularly once a month, or more if necessary. On FY 2016, The Board of Directors Meeting was held sixteen (16) times, and the attendance rate regarding Outside Directors is ninety-seven (97) percent and regarding Outside Audit & Supervisory Board Members is hundred (100) percent.
Audit & Supervisory Board and its Members
- In keeping with its fiduciary responsibility toward shareholders, the Audit & Supervisory Board ensures the integrity of management with an eye to the Kirin Group's sustainable growth and the improvement of corporate value over the medium to long term, and acts to ensure in the common interests of the shareholders.
- The Audit & Supervisory Board makes use of the ability of full-time Audit & Supervisory Board Members to gather information within the Kirin Group and the independence of Outside Audit & Supervisory Board Members. The Audit & Supervisory Board also develops a system to ensure that the audits carried out by each Audit & Supervisory Board Members are effective.
- In order to intensify the provision of information to Outside Directors, the Audit & Supervisory Board exchanges opinions with Outside Directors, and provide them with information obtained in the course of auditing.
- Kirin Holdings has five (5) Audit & Supervisory Board Members, of whom three (3) are Outside Audit & Supervisory Board Members as of April, 2017.
- The Audit & Supervisory Board Meeting is held regularly once a month, or more if necessary. On FY 2016, The Audit & Supervisory Board Meeting was held seventeen (17) times, and the attendance rate regarding Outside Audit & Supervisory Board Members is hundred (100) percent.
- Kirin Holdings has established the Nomination & Remuneration Advisory Committee to deal with the nomination and remuneration of Directors, Executive Officers and Audit & Supervisory Board Members.
Nomination & Remuneration Advisory Committee
- Kirin Holdings has established the Group Executive Committee as an advisory body to support the President in decision making. We strive to improve the quality of the decision-making related to the Group's management through the Group Executive Committee meetings in a timely fashion with Directors, Audit & Supervisory Board Members and responsible department heads. This committee members discuss business strategies and investments that have substantial implications for business.
- Moreover, the Group CSV* Committee with jurisdiction over CSV activities for the entire Group has been set up, as well as the Group Risk and Compliance Committee with jurisdiction over risk management and compliance, thus promoting initiatives for the entire Group.
*(Note) CSV: acronym of Creating Shared Value; Realizing gains in corporate value by addressing social issues to create both social value and economic value.
- The Information Disclosure Committee has been set up as an advisory body for decisions relating to information disclosure to stakeholders and investors, to improve management transparency through the promotion of timely, fair and impartial disclosure.
Policy for the nomination of Directors, Executive Officers and Audit & Supervisory Board Members
- The Kirin Group, having expanded its business globally with Japan as its core in the fields of food and health, intends to carry out its decision-making and management monitoring in a more appropriate fashion and at a higher level. To this end, Directors, Executive Officers and Audit & Supervisory Board Members are appointed upon taking into account the balance of their experience, achievements and specialization in relation to the Group's key businesses and business management. A number of persons who have a wealth of management experience, advanced specialized knowledge, and extensive expertise are appointed as Outside Directors and Outside Audit & Supervisory Board Members.
- One or more people who have some experiences in financial or accounting departments and possess the appropriate knowledge are appointed as Audit & Supervisory Board Member.
- The appointment of Directors and Executive Officers is decided by the Board upon deliberation by the Nomination & Remuneration Advisory Committee, taking performance into account. Proposals for the appointment of Directors are discussed at general meetings of shareholders. The appointment of Audit & Supervisory Board Members is discussed by the Nomination & Remuneration Advisory Committee, and is then decided by the Board and discussed at a general meeting of shareholders with the consent of the Audit &Supervisory Board.
- Three (3) Outside Directors and three (3) Outside Audit & Supervisory Board Members that satisfy the Company's independence criteria, with reference to the criteria for independence of officers stipulated by the Tokyo Stock Exchange, have been appointed as Independent Directors/Auditors in order to improve the fairness and transparency of corporate governance, ensure the Group's sustainable growth, and boost corporate value over the medium to long term.
Criteria regarding the independence of Outside Officers(84.5KB)
Internal Control System
- Kirin Holdings draws up a basic policy for the internal control system in order to ensure the appropriateness of the Kirin Group's operations, develop an appropriate system for ensuring optimal compliance, risk management and financial reporting within the Group, and monitor the state of its implementation.
Basic policy for the internal control system(25.8KB)
- Kirin Holdings has adopted an audit system consisting of two (2) Internal Audit & Supervisory Board Members and three (3) Outside Audit & Supervisory Board Members. Each Audit & Supervisory Board Member attends various internal important meetings, including the Board of Directors in accordance with the audit policy and audit plans which are defined by the Audit & Supervisory Board.
- For Group companies, the Auditors are assigned either full-time or part-time according to the scale of the company. The Auditors of Group companies coordinate closely with the Audit & Supervisory Board Members of Kirin Holdings to enhance the effectiveness of auditing.
- The Members of the Kirin Co., Ltd. Internal Audit Department are concurrently responsible for conducting internal audits at Group companies, independently from the auditor’s audit, with regards to the Group’s significant risks and internal controls. The Kirin Co., Ltd. Internal Audit Department practically and efficiently conducts auditing for the Group overall through cooperation with the Internal Audit Departments of each key group company, and by sharing the audit results of, and mutually supplementing the work of, the internal audit and the audit by the Audit & Supervisory Board. The Kirin Co., Ltd. Internal Audit Department Members coordinate with the Kirin Holdings Audit & Supervisory Board Members in setting and implementing auditing plans, coordinate with the full-time auditors of the key Group companies, and concurrently perform the role of part-time auditors in the Group companies, etc.
- The Group Internal Audit Section, the Audit & Supervisory Board Members and the Independent Accounting Auditor also strive for mutual cooperation where they exchange information and opinions, and consult each other as necessary.
The Group Internal Audit and the Audit & Supervisory Board Members obtain the necessary information through attending meetings held by the internal control divisions. In addition, the Independent Accounting Auditor conducts hearings at the internal control divisions as required, both thus implementing effective audits.
Relationship with the Independent Accounting Auditor and Internal Audit Department
- The Audit & Supervisory Board develops a system capable of conducting thorough and appropriate auditing in coordination with the Independent Accounting Auditors and the Internal Audit Department.
- The Audit & Supervisory Board verifies the independence and specialization of the Independent Accounting Auditors upon establishing evaluation criteria. The Audit & Supervisory Board holds regular interviews with the Independent Accounting Auditors, and requires the Independent Accounting Auditors to explain whether they are observing the necessary quality management criteria for carrying out accounting audits in an appropriate fashion.
- The Kirin Group is working to earn the trust of a wide range of stakeholders, including customers, employees, shareholders, and society; to prevent the impairment of its brands and assets; and to ensure the Group’s continuity. To that end, the Group has established risk management systems and works to manage risk. Specifically, we are taking steps to identify the risks caused by internal and external factors in the Group and the Group’s businesses, and to periodically reevaluate those risks. At the same time, we are working to see that the activities of organizations throughout the Group incorporate measures to prevent risk events from occurring.
- In addition, in preparation for the event that a risk arises and a crisis emerges, the Group has clarified the systems and procedures for implementing an appropriate response, such as business continuity planning (BCP).
- In regard to the building and operation of risk management systems, the appropriateness of operations is verified through the implementation of internal audits by the Group Internal Audit.
- The Kirin Group defines compliance as “fulfilling both legal and ethical responsibilities that society expects from us by adhering to laws, internal and external regulations and rules, and social norms, so that the Kirin Group can avoid the risk of suffering unexpected financial loss or of destroying its credibility and can retain and strengthen the trust of stakeholders.”
- To enhance compliance throughout the entire Group, we have formulated the Kirin Group Compliance Guidelines, which are our basic policies. We are continually advancing these guidelines by incorporating them into the activities of each of the Group’s organizations. To ensure that we can respond appropriately to changes in society, the compliance guidelines were prepared with reference to international guidelines, such as the United Nations Global Compact. In addition, we implement compliance-related training for employees, and we also ask our suppliers and other business partners to understand the importance of compliance and to act accordingly.
© 2007 Kirin Holdings Company, Limited.