Basic Corporate Governance Approach
Practicing effective corporate governance is a key part of corporate social responsibility. Good governance enhances management efficiency and transparency, and it helps keep corporate value growing.
The Asahi Holdings Group's practice of corporate governance seeks to earn the confidence of shareholders, business partners, employees, local communities, and other important stakeholders. In addition to fulfilling the social mission and responsibilities of a publicly listed company, we aim to keep growing corporate value by maintaining a corporate governance system that can quickly respond to changes in the business environment while always securing compliance.
Corporate Governance Policy
- Board of Directors
- The Board of Directors of Asahi Holdings, Inc. is comprised of executive directors who are knowledgeable concerning their respective business, technical or administrative divisions, as well as outside directors with various types of expertise essential to corporate management. To have an adequate number of directors for active, substantial and effective discussions at meetings, the Board of Directors consists of eight directors, including three independent outside directors. All directors share their opinions actively and freely on important subjects such as the Group's management strategies and business plans.
- Outside Directors
- Independence Criteria have been established, and independent outside directors with capacity to perform their duties independently from the management of the Company have been appointed, taking into consideration their individual backgrounds and relationships with the Group. They attend Board of Directors meetings and fulfill their roles and responsibilities as directors. Whenever possible, they also attend the executive and management committee meetings of Group companies. As part of their wide-ranging activities, the outside directors share their opinions from an independent point of view.
- Evaluating the Effectiveness of the Board of Directors
- As of the year ended March 31, 2016, Asahi Holdings has evaluated the effectiveness of its Board of Directors every year to ensure that the entire board is functioning properly. The evaluation results are available on our website.
Evaluating the Effectiveness of the Board of Directors（245KB）
- Audit and Supervisory Committee
- Under Japan's Companies Act, Asahi Holdings has elected to be a company with an Audit and Supervisory Committee, and has three independent outside directors. This structure has strengthened the supervisory function of the Board of Directors. It also delegates important executive decisions to the executive directors for quicker decision-making and improved management efficiency.
- Nominating and Compensation Committees
- A Nominating Committee, consisting of one regular director and two independent outside directors, as well as a Compensation Committee, have been established as advisory bodies to the Board of Directors. The aim is to further enhance corporate governance by ensuring transparency, fairness, and objectivity for the appointment and dismissal of directors and key management team members, as well as for the determination of director remuneration.
- Group Executive Committee
- Important matters delegated to the executive directors are deliberated and decided by the Group Executive Committee. Other matters related to business execution are deliberated and decided by the Group's key company management meeting.
- Adherence to Japan's Corporate Governance Code
- The Asahi Holdings Group adheres to all the principles of Japan's Corporate Governance Code formulated by the Tokyo Stock Exchange. The 78-point code compliance reports submitted by Asahi Holdings to the Tokyo Stock Exchange are available on our website.In addition, we have formulated the Asahi Holdings Corporate Governance Policies and are implementing each one to continuously enhance corporate governance.
- Maintaining an Internal Control System
Aiming to reinforce internal controls, we have established an Audit and Supervisory Committee within the Board of Directors. It includes three independent outside directors, and it cooperates with our audit and internal control departments.
The Internal Audit Department assesses the appropriateness and effectiveness of operations, while also auditing compliance with laws, regulations, and company rules. It advises and makes recommendations to each department, and promptly reports to senior management. In addition, trained staff in each department conduct internal audits based on an annual plan and report their findings to the Internal Control Promotion Meeting.