Sapporo : Notice of Enactment of "Basic Policy on Corporate Governance"

178ca9b1-a282-4259-a9b9-996354a67083.pdf

Company name	Sapporo Holdings Limited
Representative	Tsutomu Kamijo President and Representative Director
Securities code	2501
Listed on	Tokyo Stock Exchange Sapporo Securities Exchange
Inquiries	Toshihiko Umezato Director, Corporate Communications Department
Tel.: +81-3-5423-7407

[Translation] December 21, 2015

Notice of Enactment of "Basic Policy on Corporate Governance"

Sapporo Holdings Limited (the "Company") hereby announces that the Company has recently enacted a "Basic Policy on Corporate Governance", and thus gives notice as follows.

1. Purpose of Enactment

   With the goal of attaining sustained growth and enhancement of corporate value over the medium-to-long term, and in light of the purport and spirit of the "Corporate Governance Code" set forth in the Listing Rules of the Tokyo Stock Exchange, the Company has enacted a "Basic Policy on Corporate Governance" for the purpose of specifying its thinking and operational policy regarding corporate governance.

   
   

2. Formation of This Basic Policy

   This Basic Policy comprises the following items.

   
   

3. General Provisions

4. Ensuring Shareholders' Rights and Equal Treatment of Shareholders

5. Appropriate Collaborations with Stakeholders

6. Ensuring Appropriate Disclosure of Information and Transparency

7. Duties of the Board of Directors etc.

8. Dialogue with Shareholders

   
   

9. Persons to Whom This Basic Policy Will Be Disclosed

   For details, please see the attached "Basic Policy on Corporate Governance".

   
   

   
   

10. Submission of a "Corporate Governance Report"

On this day, in addition to the disclosure of this Basic Policy, a "Corporate Governance Report" reflecting the efforts outlined above has been submitted to the Tokyo Stock Exchange.




[End of document]







Basic Policy on Corporate Governance







Sapporo Holdings Ltd.







1. General Provisions

   
   

2. Basic Thinking to Corporate Governance

   Sapporo Holdings Ltd. (the "Company") has set forth as follows a "management philosophy", "basic management policy", and "basic operational principles" for Sapporo Group, and in order to realize the foregoing and to move forward aiming for sustained enhancement of the Group's overall corporate value, it has identified the strengthening and enhancement of the Group's corporate governance as a priority managerial goal, will clearly specify supervisory, executive and audit functions within the Group under a holding company structure, and will endeavor to strengthen managerial oversight directed towards greater transparency in management and attainment of the Group's business targets.

   
   

3. Management Philosophy

   As an intrinsic part of people's lives, Sapporo will contribute to the evolution of creative, enriching and rewarding lifestyles. (2-1, 3-1)

   
   

4. Fundamental Management Policy

   The Sapporo Group strives to maintain integrity in corporate conduct that reinforces stakeholder and aims to achieve continuous growth in corporate value. (3-1)

   
   

5. Fundamental Operational Principles

   Under a pure holding company structure, with fundamental operational principles for the Sapporo Group as follows, the Sapporo Group, allowing the business divisions within the Sapporo Group to maintain their autonomy, will pursue optimization and the creation of synergy for the Sapporo Group overall, and will aim to maximize corporate value. (3-1)

   ① Principles for the Group's Overall Optimization

   With the maximization of Sapporo Group's value and the Group's overall optimization being

   understood as the goals, the Group's companies will focus on their respective business activities and in turn contribute to improving the Group's consolidated performance results.

   
   

   ② Principle of Sovereign Independence

   The Sapporo Group's companies will work to enhance their management foundations and

   aim to be independent, in order to achieve the purposes for which they were established and their missions under Sapporo's management policy.

   The Company will delegate to Group company presidents the executive authority they require to manage their businesses, and the Group company presidents will be responsible for such management. Likewise, The Company will provide any support and advice necessary for the growth and development of the Group's companies.

   ③ Principle of Mutual Cooperation

   The Company and the Group's companies, taking economic rationality into consideration,

   will mutually cooperate in the procurement of materials, products, and services etc. as well as in other areas of business promotion, and will endeavor to achieve synergistic effects for the Group.

   
   

6. Enactment/Revision Etc. of the Basic Policy on Corporate Governance

   The enactment, revision or abolishment of the Basic Policy on Corporate Governance shall require a resolution of the Board of Directors to be passed.

   
   

7. Ensuring Shareholders' Rights and Equality (Basic Principle 1)




1. Ensuring Shareholders' Rights and Equality

   The Company will endeavor to ensure the rights and equal treatment of its shareholders, including its minority and foreign shareholders, and will disclose information in a timely and appropriate manner so as to prevent any information gaps from arising among shareholders. (1-1,

   1-1-③, 1-2-① )

2. General Shareholders' Meetings

3. The Company will send out a convocation notice for the annual shareholders' meeting no later than three (3) weeks prior to the meeting date to give its shareholders sufficient time to consider any bills to be discussed at the general shareholders' meeting and allow them to appropriately

   exercise their voting rights. (1-2, 1-2-① , ②)

4. The Company will prepare a suitable environment for the exercise of rights at the general

shareholders' meetings, by, for example enabling voting members to exercise their voting rights electronically, issuing convocation notices via electronic announcement, providing (abridged)

English translations of such notices, and appropriately setting agendas for the meetings. (1-2-②, ③,