Issue of Annual Report 2010

Corporate Governance
Basic Governance Approach
The Sapporo Group regards strengthening and enhancing corporate
governance as one of its top management priorities. The
Group is working to clarify supervisory, business execution and
auditing functions throughout the Group under the holding company
framework. The Group is also working to strengthen management
supervisory functions to increase management
transparency and achieve management goals. To this end, the
Group employs the following governance system.
Board of Directors
The Board of Directors performs a supervisory role and makes
decisions on statutory matters and important matters relating to
business execution stipulated by the Board’s regulations. The
Board of Directors also elects and supervises the business execution
of the President and Representative Director, who serves
concurrently as Group CEO, as well as the group operating officers,
and other key personnel.
About Outside Directors
Three of the 10 members of the Board of Directors are outside
directors. All three have submitted notification to the Tokyo Stock
Exchange of their independent director status as stipulated by the
exchange regulations, and are expected to objectively advise and
supervise the management team from a neutral standpoint. The
outside directors offered advice and suggestions regarding the
screening and selection of agenda items from their independent
and objective standpoint at 13 meetings of the Board of Directors
held in 2010.
President and Representative Director and
Group CEO, Group Operating Officers
The President and Representative Director, Group CEO controls
business execution across the entire group based on the resolutions
of the Board of Directors. The group operating officers,
under the direct authority of the President and Representative
Director, Group CEO, control business execution in the main business
segments.
Audits by the Corporate Auditors
Sapporo Holdings Ltd. uses the corporate auditor system, in
which corporate auditors, who are completely independent from
the Board of Directors, audit the job performance of directors
from an independent standpoint. The company has therefore
established a Board of Corporate Auditors. In accordance with
audit policy and allocated auditing duties decided by the Board of
Corporate Auditors, each corporate auditor attends important
meetings such as the Board of Directors meeting and the
Management Council, reads over requests for approval, audits
subsidiaries, and performs other related duties. The corporate
auditors also receive an explanation of the audit plan from the
independent auditors and the independent auditors’ report. This
system allows proper auditing of the execution of duties by directors.
About Outside Auditors
Sapporo Holdings has four corporate auditors, two of whom are
outside auditors. Both outside auditors have submitted notification
to the Tokyo Stock Exchange of their independent auditor
status as stipulated by the exchange regulations, and are
Corporate Functions and Internal Control Relationships
Annual Meeting of Shareholders
Appointment/Dismissal
Appointment/Dismissal
Board of Directors
Directors
Outside Directors
Supervision
Board of Corporate Auditors
Corporate Auditors
Outside Auditors
Accounting Auditor
(Independent
Auditor)
Audit
Monitoring
Report
Election/Supervision
President and Representative
Director, Group CEO
Management Council
Group Management Council
Nominating Committee
Compensation Committee
Advice
Legal Advisor
(Law Firm)
Group Companies
Internal Control/
Risk Management
Group Risk Management
Committee
Group Environment Protection
Committee
Group CSR Promotion
Committee
Group Personal Information
Protection Committee
Group Audit Department
SAPPORO HOLDINGS LIMITED
Annual Report 2010
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