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Management Structure

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.

The Board of Directors

  • 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 2027 Vision into a reality, the Board is composed of the appropriate number of members, ensuring overall balance and diversity. One-Third or more of total directors are appointed as Outside Directors and designated as Independent Directors in order to develop a highly transparent governance system and ensure that management is monitored effectively and objectively.
  • Regarding the (9) Kirin Group companies: Kirin Brewery, Kirin Beverage, Mercian, LION PTY LTD., Myanmar Brewery Limited, Kyowa Kirin, 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, 2019, and one of Outside Directors serves as Chairman of the Board.
  • The Board of Directors meeting is held regularly once a month, and is held as needed.

Frequency and Attendance rate of the Board of Directors Meeting

  FY2014 FY2015 FY2016 FY2017 FY2018
Number of the Meeting held 19 18 16 15 15
Attendance rate regarding Outside Directors members 92% 98% 97% 93% 95%
Attendance rate regarding Outside Audit & Supervisory Board members 94% 98% 100% 98% 100%

Evaluations of the Board of Directors’ effectiveness

  • Kirin Holdings routinely conducts evaluations of the management of the Board of Directors, the content of discussions, and strives to ensure important decision-making and monitoring functions.
  • The following is an evaluations of the Board of Directors’ effectiveness in FY2018.

Audit & Supervisory Board

  • 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, 2019.

Frequency and Attendance rate of the Audit & Supervisory Board Meeting

  FY2014 FY2015 FY2016 FY2017 FY2018
Number of the Meeting held 19 19 17 16 16
Attendance rate regarding Outside Audit & Supervisory Board members 97% 98% 100% 98% 100%

Auditor's Audit

  • As of April, 2019, 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.

Internal Audit

  • The Members of 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 Internal Audit Department practically and efficiently conducts auditing for the Group overall, 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 Internal Audit Department Members coordinate with the 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 Internal Audit Department, 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 Internal Audit Department 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.

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(57.9KB)

Group company governance and performance assessment

  • Kirin Holdings formulates and promotes Group strategy, monitors all Group businesses, and creates synergies across the Group.
  • Each Kirin Group company is located close to its customers and stakeholders and administers its operations autonomously and speedily with full authority to make business execution decisions tailored to their specific strategies. Kirin Holdings seats a director on each company’s Board of Directors to help maintain a high level of corporate governance.
  • The indicators used to evaluate the performances of Group companies are the quantitative targets of return on assets (ROA), which is directly linked to return on invested capital (ROIC), and earnings before income tax (EBIT), which directly affect guidance for the growth rate of normalized operating profit.

Nomination & Remuneration Advisory Committee

  • The Nomination & Remuneration Advisory Committee has been set up to deal with the nomination and remuneration of Directors, Executive Officers and Audit & Supervisory Board Members.
  • As an advisory body to the Board, the Committee discusses the following matters from an objective and fair perspective, and report to the Board of Directors. The matters that are discussed and reported on include the nomination and remuneration of directors, executive officers, Audit & Supervisory Board Members, and succession plan regarding the President & Chief Executive Officer.
  • The Committee is composed of five (5) Directors, consisting of two (2) Internal Directors and three (3) Outside Directors, The committee chairperson is appointed out of the outside directors. The term of office is one (1) year.
  • The members of the committee in 2019 are as follows.
    Outside directors: Mr, Shoshi Arakawa (Chairperson), Mr. Katsunori Nagayasu, Mr.Hiroyuki Yanagi
    Internal directors: Mr. Yoshinori Isozaki, Mr. Toshiya Miyoshi

Frequency and Attendance rate of the Nomination & Remuneration Advisory Committee

  FY2016 FY2017 FY2018
Number of the Committee held 6 7 11
Attendance rate regarding the Committee member 97% 97% 97%

Group Executive Committee

  • Kirin Holdings has established the Group Executive Committee as an advisory body to assist 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 Executive Officers. The committee’s members discuss business strategies and investments that will have a significant impact on the Kirin Group.
  • When discussing particularly important strategies in the "Food & Beverages domain" and "New businesses bridging Pharmaceuticals and Food & Beverages" and function-specific strategies such as marketing and ICT, the committee’s members receive advice from Strategic Advisors based on professional and broad perspectives.

Strategic Advisor

Other Advisory Bodies

The following bodies have been established as other advisory bodies to the President.

  1. The Group CSV Committee:
    set up with jurisdiction over CSV activities for entire Kirin Group. The committee chair is the President of Kirin Holdings, and the Presidents of major operating companies are members to discuss optimal group CSV policies, CSV strategies, and action plans, as well as monitor the progress of the CSV promotion plan.

    System to Promote CSV

  2. The Group Risk and Compliance Committee:
    oversees the risk management and compliance activities of the Kirin Group. Kirin Holdings internal directors and executive officers serve on the committee, and an executive officer serves as the committee chair.

    Risk Management

  3. The Group Information Disclosure Committee:
    decides relating to information disclosure to stakeholders and investors, and improves management transparency through the promotion of timely, fair and impartial disclosure. The Director in charge of finance is appointed as the committee chair. The heads of the department in charge attend the committee, and the standing audit & supervisory board members and the head of internal audit department serve as observers.

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© 2007 Kirin Holdings Company, Limited.

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