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Management, Leadership & Advisory

Directors, Auditors and Executive Officers

Refer to the following pages.

Management Team

Area of Responsibility (523KB)

Expertise and experience of directors, Audit & Supervisory Board members, and executive officers

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.

Nomination & Remuneration Advisory Committee

Independent Directors/Auditors

  • As of April, 2019, 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(81KB)

Policy for the appointment/dismissal of Directors/Auditors

  • The appointment/dismissal of directors and executive officers will be decided by the Board upon deliberation by the Nomination and Remuneration Advisory Committee, taking performance into account; proposals for the nomination/dismissal of directors will be discussed at general meetings of shareholders. The nomination/dismissal of audit and supervisory board member will be discussed by the Nomination and Remuneration Advisory Committee, and will then be decided by the Board and discussed at a general meeting of shareholders (the appointment of audit and supervisory board members will require the consent of the Audit and Supervisory Board).
  • Reasons for the nomination/dismissal of candidates for the positions of director and audit and supervisory board member will be indicated on convocation notices for general meetings of shareholders.

Candidate plan for president & CEO (Succession Plan)

  • Kirin Holdings’ Nomination and Remuneration Advisory Committee deliberated on the formulation of policy for the President & CEO Succession Planning in 2016 and reported on the requirement (an image befitting the President & CEO of Kirin Holdings) and the decision process for candidates to the Board of Directors.
  • Based on this report, Kirin Holdings have been selecting, evaluating and training candidates since 2017 under the supervision of the Board of Directors in order to determine the future successor in a highly objective and transparent process.

Management process of succession planning

International Advisory Board (IAB)

  • The International Advisory Board was set up as a consultative body to the CEO of Kirin Holdings. It offers advice and proposals regarding the Group’s global growth strategies, which include mergers and acquisitions, as well as risk management and corporate governance. The board is comprised of four members from countries outside Japan who have diverse backgrounds and abundant international experience, along with three executive officers from Kirin Holdings. Kirin Holdings appoints the chairperson of the board from among the international members.
  • The board meets at least twice annually, submits an official report to the CEO on the issues discussed, and, if requested by the CEO, reports to Kirin Holding’s Board of Directors.

Strategic Advisor

  • Kirin Holdings appoints outside experts as Strategic Advisors who have abundant experience and highly expertise. They attend the Group Executive Committee, an advisory body to the president, and provide advice and recommendations from a professional and broad perspective.
  • In FY2019, two strategic advisors are appointed as below:
Akiko Nakajo Director, YouTube Partnerships, Japan / Director, Google Japan G.K.
Noriko Shiono President, Widex Japan

Status of retired from Representative Director and President, etc.

  • Kirin Holdings has established internal regulations for Executive Advisors; in principle, the work is entrusted to a person who has served as either President or Chairperson of the Company upon a resolution at a board meeting, with a maximum tenure of three (3) years. The Executive Advisor is mainly engaged in external work such as the Company’s social contribution activities (full time with remuneration) and is not engaged in any managerial work for the Company.
  • As of April 2019, there is currently nobody serving as Executive Advisor.
  • The Company may grant a title such as Honorary Executive Advisor to a retired Executive Advisor when that person continues to engage in external activities (part time without remuneration). They do not engage in any managerial tasks for the Company, nor did they during their service as Executive Advisors.

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© 2007 Kirin Holdings Company, Limited.

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