Board, Audit and Executive Members
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 Alcoholic Bevarage, Soft Drinks & Health Science, Phartmaceuticals. 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.
Looking beyond KV2027, the Company has recently announced a new Long-Term Management Vision, “Innovate2035!” Taking this opportunity, the Company has reviewed the skills required of the Board of Directors and the Audit & Supervisory Board.
First, the Company considers an in-depth understanding of and empathy for the philosophy of “CSV management” promoted by the Group to be a basic and essential requirement common to all Directors of the Board and Audit & Supervisory Board Members.
On that basis, while premised on comprehensive capabilities in “Corporate Management” through experience as a corporate or business executive, the Company has positioned knowledge in the areas of “Sustainability,” “Global,” “Finance / IR,” and “Legal / Risk Management” as essential basic skills for driving the Company’s management and ensuring the effectiveness of corporate governance.
Furthermore, under “Innovate2035!,” the Group aims to achieve sustainable growth through CSV management and contribute to the social issue of “Health and Well-Being.” The Group has established the following vision: “Vitalize the world through innovation by our people and technology, as a global leader in Creating Shared Value (CSV).” The sources for creating innovation are the Group’s organizational capabilities such as “R&D,” “Marketing,” “Human Resources and Organization,” “ICT and DX,” and “Manufacture and Quality Assurance.” These capabilities are regarded as essential skills for the Board of Directors and the Audit & Supervisory Board to conduct highly effective decision-making and oversight.
Regarding skills related to “Sustainability,” the Company provides input on sustainability (CSV management) as part of its corporate governance training conducted annually for the Company’s newly appointed officers and department heads. After the input session, the Company also facilitates exchanges of opinions among officers on material themes, including questions and answers regarding the content.
The information shown in the image is also available .
The information shown in the image is also available .
The information shown in the image is also available .
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*The maximum number of “◎” and “●” is set at three.
Policy for the nomination of Directors, Executive Officers and Audit & Supervisory Board Members
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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.
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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 March, 2026, 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
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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).
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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
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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.
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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 is 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.
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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.
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Currently no one serves as Executive Advisor of the Company.
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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.