Suntory Beverage & Food Limited (the “Company”) strives to enhance corporate governance in order to maintain good relationships with shareholders, other investors, and other stakeholders (customers, local communities, business partners and employees, etc.) and to allow us to fulfill our corporate social responsibilities.

Refer to Corporate Governance Policy for details

Basic policy for the Company’s corporate governance

Characteristics of the Company’s corporate governance

The Company and its subsidiaries (the “Group”) comprise the beverage and food segments of the Suntory Group, and share the corporate philosophy, founding spirit, and Group Management Policy with their parent company Suntory Holdings Limited (“Suntory Holdings”) and respective Suntory Group companies. As a member of the Suntory Group, we consider that we have the characteristics of creating Group synergy and contributing to the foundation that supports the Company’s sustainable growth through the utilization of its brands, human capital, intellectual property and other group business resources.
On the other hand, the Company believes that it has the characteristics of contributing to the foundation that supports the Company’s sustainable growth through the improvement of the quality of management of the Company as it is required to be independent as a listed company due to its choice to be listed, in addition to it being accountable to investors and observing the regulations in the capital markets.

Basic policy for the Company’s corporate governance

As the Company has the two characteristics stated above, there are concerns regarding conflicts of interest between Suntory Holdings and the Company’s general shareholders. However, we think both characteristics make up the foundation that supports the Company’s sustainable growth. Therefore, the basic policy for the Company’s corporate governance is that it shall promote unified group management as a member of the Suntory Group and utilize the brands, human capital, intellectual property and other group business resources while maintaining independence of management, which is necessary as a listed company, making its own decisions regarding major business resources that act as the source of the Company’s corporate value, such as brands, human resources, key assets and information, which are necessary to continue to exist independently, holding and securing such business resources, and working for the Company’s sustainable growth while placing due consideration on shareholder conflict of interest.

Board, Audit and Supervisory Committee

The Company has chosen to be incorporated as a company with an for its organizational composition.
Based on this organizational composition, the Company may delegate all or part of a decision regarding the execution of important duties to an Executive Director in accordance with the Companies Act and the Articles of Incorporation. The Board of Directors shall mainly hold discussions, etc. regarding corporate strategy, medium- and long-term plans, and management issues and, while focusing on managerial decision-making and management supervision, which are the responsibilities of the Board of Directors, shall actively delegate decision-making authority regarding business execution to the management team in order to expedite decision-making of the management team regarding business execution. The Audit and Supervisory Committee works to improve the level of auditing by improving the effectiveness of auditing and supervisory functions through the implementation of auditing by Audit and Supervisory Committee Members, who have the right to vote at board meetings, and by enhancing the effectiveness of internal controls through the implementation of auditing that utilizes and is conducted in cooperation with the internal audit division.
Concerning the specific business actions for delegation of decision-making authority regarding business execution, in accordance with the distinctions clarified in the regulations of the Board of Directors and Company’s internal regulations, individual business decisions as a rule are delegated to the management team including the Representative Director, President & Chief Executive Officer, while the execution of certain important duties, namely M&A, organizational restructuring, and major asset acquisitions and disposals, etc., are to be decided by the Board of Directors.
Currently, the Board of Directors is composed of nine members (three of whom are Outside Directors).
Outside Directors who are independent from the Company's management team and Suntory Holdings constitute at least one third of the Board of Directors, and accordingly, the Board of Directors can be viewed as having secured the required independence to fulfill its responsibilities.

Human Resources Committee

Of its own volition, the Company has established the Human Resources Committee (hereinafter in this section, the committee).
The committee takes on the responsibility of exercising its authority in a manner that places due consideration on the “characteristics” and “basic policy” of the Company’s corporate governance and along with concerns regarding shareholder conflict of interest in order to ensure objectivity and transparency regarding the nomination and remuneration of Directors and continuously ensure effectiveness of the management structure tasked with facilitating the Company’s sustainable growth.
In terms of composition, Independent Outside Directors make up a majority in the committee to ensure its independence and objectivity. The committee currently consists of five members (three of whom are Independent Outside Directors): the Representative Director, President & Chief Executive Officer, an Outside Director and three Audit and Supervisory Committee Members.

Special Committee

The Company has established the Special Committee as a system to safeguard the interests of general shareholders based on the “Basic policy” for the Company’s corporate governance stated above.
To ensure fairness, transparency and objectivity regarding transactions, activities, etc. with the Suntory Group, the Special Committee verifies the necessity and reasonableness, the appropriateness of the terms and conditions, etc., and the fairness of transactions equal to or exceeding a certain amount with the Suntory Group, including Suntory Holdings, and transactions, activities, etc. related to the business resources forming the source of Company’s corporate value, such as brands, human resources, key assets and information, and reports to the Board of Directors.
The members of the Special Committee must be persons who have independence from the Suntory Group to ensure the committee’s independence and objectivity, and currently it is composed of three Independent Outside Directors.