Management, Leadership & Advisory

Directors, Auditors and Executive Officers

Refer to the following pages.

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

Required skills for directors and Audit & Supervisory Board members

Kirin Holdings has adopted a pure holding company structure as a means of controlling its diverse and global business, which is centered on the three domains of food & beverages, pharmaceuticals, and health science. As the institutional design, we have adopted a Company with Audit & Supervisory Board system, and aim to maintain and improve on a highly transparent governance system for its stakeholders. The Board, more than half of which are Outside Directors, works closely with the Audit & Supervisory Board to take final decisions on important matters and reinforce the monitoring function on management. We have also introduced an executive officer based system in order to implement strategies for each of our businesses and functions in an agile fashion and clarify executive responsibilities.
To ensure the effective functioning of our monitoring and management structure and achieve the Group’s sustainable growth and corporate value enhancement, it is essential that the directors and Audit & Supervisory Board members have the necessary skills and embrace diversity in terms of gender, nationality, and other characteristics. This same requirement applies to our management team.
Kirin Holdings has identified the skills needed for the directors and Audit & Supervisory Board members based on the perspectives outlined above.
First and foremost, comprehensive corporate management skills gained through experience in a top management or business position is important. So is expertise and experience in CSV, which is central to our management.
Next, making final decisions on important matters requires a deep understanding of our business domains. In particular, expertise and experience in health science and pharmaceuticals, which support the Kirin Group’s long-term growth, should be prioritized, as our company oversees the entire group. Additionally, R&D, production, quality assurance, and brand strategy/marketing are organizational capabilities essential for our business domains. Overseas business experience is necessary to expand business globally, and ICT/DX is becoming indispensable for a business model transformation. Human resources and organizational development expertise is required to support these business and functional strategies. Therefore, we need expertise and experience in all of these fields.
These skills are also vital for the purpose of monitoring management. Furthermore, expertise and experience in finance & accounting, legal affairs, risk management, and ESG are particularly significant for conducting effective corporate governance.
The skill matrix below groups related skills together in a single column.

1. The appointment fulfills the requirements for designation as an independent officer as prescribed in regulations of the Tokyo Stock Exchange and complies with the Company's criteria for the  independence of officers.
2. Outside Company Auditor as described in Article 2-16 of the Companies Act of Japan. Also fulfills the requirements for designation as an independent officer as prescribed in regulations of the Tokyo Stock Exchange and complies with the Company's criteria for the independence of 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 Non-Executive Directors and Audit & Supervisory Board Members.
• One or more people who have the appropriate experiences and knowledge in financial or accounting are appointed as Audit & Supervisory Board Member.

Independent Directors/Auditors

As of April, 2024, seven (7) Non-Executive Directors and three (3) Audit & Supervisory Board Members that satisfy the Company's independence criteria, with reference to the criteria for independence of officers as prescribed in the regulations of 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.

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.

Succession Plan for Executive Directors

• 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 has 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. Starting in 2024, the plan will be used as a succession plan for the Chief Executive Officer (CEO) and Chief Operating Officer (COO).

Management process of succession planning

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.
• Currently no one serves as Executive Advisor of the Company.
• 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.