This page provides information on the governance structure of Orion Breweries, Ltd. (as of July 1, 2024).
Details about Directors
| Name | Position | Expertise | Other directorships |
|---|---|---|---|
| Hajime Murano | President and CEO | Management in general, overseas business | · Representative Director, K.K. DeAgostini Japan · Representative Director, Schick Japan K.K. · Outside Director, Japan Entertainment Inc. (to present) · Outside Director, Japan Entertainment Holdings, Co., Ltd. (to present) · Chairman of the Board, Ishikawa Distillery Inc. (to present) · President and Representative Director, The Orion Hotel Co., Ltd. (to present) |
| Hiroshi Kameda | Executive Vice President and CFO | Management in general, finance | · Outside Director, Japan Entertainment Inc. · Director, Ishikawa Distillery Inc. (to present) · Outside Director, Ryukyu-Shiryo Pte Ltd. · Outside Director, SECOM Ryukyu Co., Ltd. |
| Chulmin Oh | Outside Director | Corporate investment, business management, business strategy | · Director, Meiko Shokai Co., Ltd. · Managing Director, Head of Corporate Investment and Head of Business Support, Nomura Capital Partners Co., Ltd. (to present) · Outside Director, Nihon Suido Consultants Co., Ltd. · Director, The Orion Hotel Co., Ltd. (to present) |
| Takaomi Tomioka | Outside Director | Corporate investment, management in general | · Co-head of Carlyle Japan LLC (to present) · Outside Director, AZ Electronic Materials (Japan) K.K. · Outside Director, Shionogi Qualicaps Co., Ltd. · Outside Director, Moncler Japan Corporation · Outside Director, Solasto Corporation · Outside Director, The Oyatsu Company, Ltd. · Outside Director, Sunsho Pharmaceutical Co., Ltd. · Outside Director, Meisui Bijin Factory Co., Ltd. · Director, The Orion Hotel Co., Ltd. (to present) · Outside Director, Rigaku Holdings Corporation (to present) · Outside Director, KANAMEL Inc. · Outside Director, IWASAKI ELECTRIC CO., LTD. (to present) |
| Taichi Yokozawa | Outside Director | Liquor industry, sales, marketing, management in general | ・Executive Officer, Asahi Breweries, Ltd. (to present) |
| Shiro Ikeda | Outside Director | Liquor industry, management in general | ・ Director, Asahi Breweries, Ltd. ・ Director, Asahi Soft Drinks Co., Ltd. ・ Director, Asahi Group Holdings, Ltd. ・Director, LOTTE Asahi Liquor Co., Ltd. ・ Director, Asahi Breweries USA, Australia, Malaysia, Jakarta, etc. ・Director, chuo ad-shinsha, Inc. |
| Fusako Znaiden | Outside Director | Marketing | ・ Board Director, McDonald’s Holdings Company (Japan), Ltd. (to present) ・ Board Director, Senior Vice President, Chief Marketing Officer, McDonald’s Company (Japan) Ltd. (to present) |
| Masako Arakawa | Outside Director | Finance and real estate industries, corporate governance, management in general | · President & CEO, AMC Advisors, Co., Ltd. (to present) · President & CEO, Machi Asset Management, Inc. · Outside Director, WISDOM ACADEMY Inc. · Outside Director, GFOOT CO., LTD. · Director, Institute of Corporate Governance, Japan (to present) · Outside Director, RICOH LEASING COMPANY, LTD. (to present) |
Board of Directors
The composition of the Orion Group’s executive team is as follows.
| Number of Directors | Number of female Directors | Number of independent Directors | |
|---|---|---|---|
| Orion Breweries, Ltd. | 8 | 2 | 3 |
| The Orion Hotel Co., Ltd. | 4 | 0 | 0 |
| Ishikawa Distillery Inc. | 7 | 0 | 0 |
The number of times each committee meets per year
The Board of Directors Regulations stipulate that “Regular meetings of the Board of Directors shall be held at least once a month. Extraordinary meetings of the Board of Directors shall be held from time to time as necessary.”
The table below indicates the number of meetings held in the most recent fiscal year.
| Meeting body | Year ended March 31, 2024 |
|---|---|
| Board of Directors | 20 times |
| Nominating and Compensation Committee | Alcoholic beverage business field: 5 times Hotel business field: 1 time |
| Board of Corporate Auditors | 10 times |
| Risk Management and Compliance Committee | 4 times |
Attendance at Board of Directors Meetings
Regular meetings are held once a month. Held on an ad hoc basis as necessary.
| Classification | Name | Number of attendances | Attendance rate |
|---|---|---|---|
| President and CEO | Hajime Murano | 20/20 | 100% |
| Executive Vice President and CFO | Hiroshi Kameda | 20/20 | 100% |
| Outside Director | Chulmin Oh | 20/20 | 100% |
| Outside Director | Takaomi Tomioka | 16/20 | 80％ |
| Outside Director | Taichi Yokozawa | 18/20 | 90％ |
| Outside Director | Shiro Ikeda | 20/20 | 100% |
| Outside Director | Fusako Znaiden | 18/20 | 90％ |
| Outside Director | Masako Arakawa | 4/4 | 100% |
| Standing Corporate Auditor | Sunao Tomoyose | 20/20 | 100% |
| Outside Corporate Auditor | Hidenori Sugiura | 6/6 | 100% |
| Outside Corporate Auditor | Kengo Niimi | 4/4 | 100% |
＊ Director Masako Arakawa assumed office on January 12, 2024.
＊ Corporate Auditor Hidenori Sugiura assumed office on November 1, 2023.
＊ Corporate Auditor Kengo Niimi assumed office on January 12, 2024.
Attendance at Board of Corporate Auditors meetions
Established in July 2023. Scheduled to meet once a month.
| Classification | Name | Number of attendances | Attendance rate |
|---|---|---|---|
| Standing Corporate Auditor | Sunao Tomoyose | 10/10 | 100% |
| Outside Corporate Auditor | Hidenori Sugiura | 5/5 | 100% |
| Outside Corporate Auditor | Kengo Niimi | 3/3 | 100% |
＊ Corporate Auditor Hidenori Sugiura assumed office on November 1, 2023.
＊ Corporate Auditor Kengo Niimi assumed office on January 12, 2024.
Attendance at Nominating and Compensation Committee (Alcoholic and non-alcoholic beverage business)
| Classification | Name | Position | Number of attendances | Attendance rate |
|---|---|---|---|---|
| Chairman | Takaomi Tomioka | Outside Director | 5/5 | 100% |
| Member | Hajime Murano | President and CEO | 5/5 | 100% |
| Member | Chulmin Oh | Outside Director | 5/5 | 100% |
Attendance at Nominating and Compensation Committee (Hotel business)
| Classification | Name | Position | Number of attendances | Attendance rate |
|---|---|---|---|---|
| Chairman | Takaomi Tomioka | Outside Director | 1/1 | 100% |
| Member | Hajime Murano | President and CEO | 1/1 | 100% |
| Member | Chulmin Oh | Outside Director | 1/1 | 100% |
Attendance at Risk Management and Compliance Committee
Orion Breweries, Ltd. started to hold the committee regularly in April 2023. Scheduled to meet once a quarter.
| Classification | Name | Number of attendances | Attendance rate |
|---|---|---|---|
| President and CEO | Hajime Murano | 4/4 | 100% |
| Executive Vice President and CFO | Hiroshi Kameda | 4/4 | 100% |
| Managing Executive Officer | Keiichi Yanuma | 4/4 | 100% |
| Managing Executive Officer | Patric Dougan | 4/4 | 100% |
| Executive Officer | Makoto Taruoka | 4/4 | 100% |
| Executive Officer | Norichika Tsuchitani | 4/4 | 100% |
| Executive Officer | Tsuyoshi Narishige | 4/4 | 100% |
| Executive Officer | Akihiko Koto | 4/4 | 100% |
| Executive Officer | Kenichi Yamamoto | 0/0 | 100% |
| Standing Corporate Auditor | Sunao Tomoyose | 4/4 | 100% |
＊ Executive Office Kenichi Yamamoto assumed office on June 27, 2024.
Number of days from the date of the notice of convocation of the ordinary general meeting of shareholders to the date of the meeting
The Articles of Incorporation stipulate that when a general meeting of shareholders is to be convened, notice thereof shall be given at least one week prior to the date of the meeting.
Board oversight and deliberations
a) Conflicts of interest
Regarding all contemplated transactions, including transactions with related parties, Orion Breweries, Ltd. (hereinafter referred to as “the Company”) implements the required processes in accordance with internal rules. According to the size and importance of the transaction, the Company receives a review from a professional perspective, including financial, accounting, tax, and legal matters, and obtains the necessary approval before undertaking a transaction. The details of transactions are regularly audited by the organization in charge of internal audits and are available for inspection by the Corporate Auditors at all times. Whenever a Director engages in a transaction with a conflict of interest, the transaction is subject to approval by the Board of Directors in accordance with laws and regulations.
b) Abuse in related party transactions
The Company has established the Related Party Management Regulations by resolution of the Board of Directors and has a system in place to appropriately control transactions with parties that have special relationships with the Company. Based on these regulations, prior to starting a new transaction, a counterparty check is performed by checking against the related party list. Moreover, a report is made annually to the Board of Directors on related party transactions, including such matters as the necessity of the transactions and the appropriateness of the terms and conditions.
Furthermore, the Board of Corporate Auditors, which meets monthly, monitors matters resolved by or reported to the Board of Directors, including a) and b) above, and reports any problematic issues to the President and the Board of Directors.
Periodic evaluation of effectiveness of the Board of Directors
The Company evaluates the effectiveness of the Board of Directors annually to determine whether governance is being properly implemented and whether it is leading to medium- to long-term enhancement of the Group’s corporate value. The evaluation is conducted by the Company’s Directors and the Board of Directors Secretariat, and evaluation by a third party is planned for the future.