Corporate Governance

Corporate Governance Framework and Fundamental Approach

The ANA Group implements management that contributes to value creation for various stakeholders in accordance with the ANA Group Mission Statement. In addition, the Group has adopted a holding company structure whereby each group company carries out swift decision-making and the Company supervises and monitors the implementation of group company operations to realize sustainable growth of group companies and the enhancement of medium- to long-term corporate value.
The Company has created a corporate governance system in accordance with this Fundamental Policy and continues to improve upon it. Under this system, the Company plays a leadership role in the Group management and establishes management policies and goals for the Group overall. In addition, the Company supervises and monitors management of group companies, and conducting transparent, fair, and definitive decisions.

<Mission Statement>
Built on a foundation of security and trust,"the wings within ourselves" help to fulfill the hopes and dreams of an interconnected world.

"Security and Trust" is the Group's unwavering promise to our customers. It defines the core of our entire operation and is our solemn responsibility. “The wings within ourselves” are our desire to continually rise to new challenges, contribute to the strong rebirth of our organization and always be there for our customers. The Group, with the air transportation as business pledges to transcend generations in support of developing our global community and fulfilling the hopes and dreams of current and future generations.

Please see the attched PDF for more details.
Fundamental Policy on Corporate Governance (96KB)

Corporate Governance System

  • Accounting Auditors
  • Audit & Supervisory Board and Audit & Supervisory Board Members
  • Internal Audit Division
  • Board of Directors
  • CSR/ Risk Management/ Compliance Committee
  • Group Management Committee
  • Voluntarily Established Committees

Accounting Auditors

The accounting auditors perform audits of ANA HOLDINGS INC. and group companies in accordance with the Companies Act of Japan and the Financial Instruments and Exchange Act of Japan. The accounting auditors prepare for the introduction or amendment of various laws and regulations, accounting standards, and other rules by allowing sufficient time for discussions to take place with the company’s finance division.
 Following the closure of the 71st Ordinary General Meeting of Shareholders, the company newly appointed Deloitte Touche Tohmatsu LLC as its accounting auditor. Accordingly, future audits are carried out by certified public accountants from this firm.

Audit & Supervisory Board and Audit & Supervisory Board Members

To ensure healthy development and to earn greater levels of trust from society through audits, the company has appointed five Audit & Supervisory Board members, three of which are outside Audit & Supervisory Board members, that possess plentiful experience and the high level of expertise required to conduct audits.
 Audits by the Audit & Supervisory Board are conducted by full-time Audit & Supervisory Board members that are well-versed in the group’s business and highly independent outside Audit & Supervisory Board mem-bers, and the full-time outside Audit & Supervisory Board member, who has experience working at financial institutions, serves as the main proponent of these audits. The Audit & Supervisory Board Members Office was estab-lished and placed under the direct control of the Audit & Supervisory Board members to provide support for audits. This office cooperates with the Internal Audit Division, which is directly under the supervision of the CEO, and the accounting auditors, to enhance the company’s auditing system. The three outside Audit & Supervisory Board members are registered as independent auditors with the Tokyo Stock Exchange.

Internal Audit Division

The Internal Audit Division, which reports directly to the president and CEO, audits the operations and accounts of ANA HOLDINGS INC. and group companies and conducts evaluations from an independent, objective perspective that correspond to the standards in the Financial Instruments and Exchange Act on the reporting system for the internal control over financial reporting. Audits are comprised of regular audits, which are conducted in accordance with annual audit plans, and intermit-tent audits conducted at the discretion of management. Regular audits are impartially and objectively conducted based on risk analyses of each division and group companies. The results of audits are reported to the president and CEO every month and to the Audit & Supervisory Board members when needed.

Board of Directors

The Board of Directors sets the groupwide management policies and goals while also taking on the role of overseeing the management and business execution of each group company.
 The members of the Board of Directors possess diverse attributes, including experience, knowledge, expertise, and gender. There are 9 male directors and 1 female director sitting on the Board of Directors. Furthermore, three of the 10 directors are outside directors. In addition, Audit & Supervisory Board members participate in meetings of the Board of Directors to facilitate swift and appropriate decisions and reinforce supervisory functions. The three outside directors are registered as independent directors with the Tokyo Stock Exchange.

CSR/ Risk Management/ Compliance Committee

Under the ANA Group CSR Regulations, the company has established the CSR/ Risk Management/ Compliance Committee, which promotes the advancement of formulated measures and reports directly to the president and CEO. The committee comprises the full-time directors and full-time Audit & Supervisory Board members. Policies and issues of significance related to the group’s CSR as a whole, including those pertaining to risk manage-ment and compliance, are discussed and proposals are made by this committee.

Group Management Committee

The company has established the Group Management Committee, comprising the president and CEO, who acts as the chairman, as well as full-time directors, full-time Audit & Supervisory Board members, and other members, to discuss measures needed to address management issues more swiftly and in greater detail. The committee fulfills a supple-mentary role to the Board of Directors.

Voluntarily Established Committees

As advisory bodies to the Board of Directors, the company has estab-lished the Personnel Advisory Committee*1 and the Remuneration Advisory Committee, which are both membered by a majority of outside directors, as well as the Management Advisory Council*2, which is com-prised of seven experts in various industries. With these committees in place, we strive to improve the transparency and impartiality of our corporate governance system.

  • *1 The Personnel Advisory Committee was established in June 2016.
  • *2 The Management Advisory Council offers open and frank advice regarding all aspects of the group’s management, which are incorporated into future management activities.

Meeting of Bodies Responsible for Corporate Governance
(Fiscal year ended March 31, 2017)

Times
Board of Directors13
Audit & Supervisory Board13
Management Committee47
CSR/ Risk Management/ Compliance Committee3
Management Advisory Council*4
  • * Separately from our statutory governance bodies, we have established the Management Advisory Council to enable the company to receive open and frank opinions and advice, from 7 experts in various industries, regarding all aspects of managing the corporate group.

Outside Directors and Outside Audit and Supervisory Board Members

From the standpoint that Outside Directors bring a different and diverse set of knowledge and experience to the Company which can potentially contribute to the achievement of sustainable growth and improvement in corporate value in the medium- to long-term, Outside Directors are included in the decision-making process for important fundamental management policies, including corporate strategies, and provide advice ,supervision and monitoring of business execution.

Please see the Fundamental Policy on Corporate Governance regarding Independence Guidelines.

 IndependentMaterial Concurrent PositionReasons of Appointment
Outside DirectorsShosuke MoriSenior Advisor to the Board and Representative Director of The Kansai Electric Power Co., Inc., with which ANA HOLDINGS INC. has no significant transactions.<Reasons for selection as an Outside Director>
He actively offers opinions and proposals concerning business expansion and other group management strategies, internal control and promotion of safety measures at the meetings of the Board of Directors as he has abundant experience and deep insight developed as a corporate executive manager in a high profile public industry. The Company has decided to appoint him as Independent Outside Director for the purpose of reinforcement of the supervisory function of the Board of Directors in order to attain sustainable increase in the Group's corporate value.

<Reasons for designation as an independent director>
The director is serving concurrently as an Advisor of The Kansai Electric Power Co., Inc., but there are no transactions of significance between The Kansai Electric Power Co., Inc., and the Company. We are therefore certain that no conflicts of interest with general shareholders will arise.
Ado YamamotoChairman and Representative Director of Nagoya Railroad Co., Ltd.,<Reason for selection as an Outside Director>
He actively offers opinions and proposals concerning industry trends, group business operation and group management strategies that span various categories, prudent information disclosure and promotion of safety measures at the meetings of the Board of Directors as he has abundant experience and deep insight developed as a corporate manager in the transportation industry. The Company has decided to appoint him as Independent Outside Director candidate for the purpose of reinforcement of the supervisory function of the Board of Directors in order to attain sustainable increase in the Group's corporate value.

<Reason for designation as an independent Director>
The director is concurrently serving as a Chairman and Representative Director of Nagoya Railroad Co., Ltd., which has no significant transactions. Although the company is our top shareholder, it is not a majority shareholder, with an interest of less than 5%. There are also transactions between the Company and the Group for the consignment of airline ticket sales.
Izumi KobayashiOutside Director of Suntory Holdings Limited and Outside Director of MITSUI & CO., LTD.<Reason for selection as an Outside Director>
She actively offers opinions and proposals concerning group management strategies, marketing or communication with various stakeholders, and promotion of diversity including promotion of women's participation with a global perspective at the meetings of the Board of Directors as she has abundant experience and deep insight as a representative in a private sectors financial institution and multilateral development bank. The Company has decided to appoint her as Independent Outside Director candidate for the purpose of reinforcement of the supervisory function of the Board of Directors in order to attain sustainable increase in the Group's corporate value.

<Reason for designation as an independent director>
There are no significant transactions between this director and ANA HOLDINGS INC. We are therefore certain that no conflicts of interest with general shareholders will arise.
Outside Audit and Supervisory Board MembersSumihito OkawaOutside Audit and Supervisory Board Member of Kandenko Co., Ltd.<Reasons for selection as an Outside Audit and Supervisory Board Member>
He actively offers opinions and proposals concerning investment matters and group management strategies as he has abounded experience as a representative of a public financial institution .The Company has decided to select him as an Outside Audit and Supervisory Board Member for the purpose of reinforcement of audit structure.
Shingo MatsuoCounselor of Kyushu Electric Power Co., Inc.<Reasons for selection as an Outside Audit and Supervisory Board Member>
He actively offers opinions concerning business operation with safety as a top priority, investment matters and group management strategies as he has abundant experience and deep insight developed as a corporate manager of high profile public industry.
The Company has decided to select him as an Outside Audit and Supervisory Board Member for the purpose of reinforcement of audit structure.
Eiji OgawaProfessor of the Graduate School of Commerce and Management at Hitotsubashi University<Reasons for selection as an Outside Audit and Supervisory Board Member>
He actively offers opinions concerning investment matters, foreign exchange and other group management strategies as he has abundant experience and deep insight as a specialist in International finance. The Company has decided to select him as an Outside Audit and Supervisory Board Member for the purpose of reinforcement of audit structure.

Policies on Determining Remuneration for Directors and Audit and Supervisory Board Members

1. Basic policy for the Directors Remuneration

(1) Policy

The basic policy for determining Director remuneration is as follows:

  • (i) Remuneration standards shall be commensurate with a director's roles and responsibilities to ensure transparency, fairness and objectivity;
  • (ii) A performance-based remuneration system that reflects corporate strategies shall be introduced to reinforce incentives for achieving management goals; and
  • (iii) The remuneration scheme shall enable the Company to share profits with its shareholders to improve corporate value in the medium- to long-term.

(2) Procedures

The Board of Directors decides on individual director remuneration, taking into account reports by the Remuneration Advisory Committee. The total amount of director remuneration shall be within the scope of the amount approved at the Ordinary General Meeting of Shareholders.
The Remuneration Advisory Committee is an advisory committee to the Board of Directors.
The majority of members on this committee are Outside Directors and experts. This committee establishes the remuneration system and standards for director remuneration taking into account remuneration levels at other companies based on the findings of a third-party research institute employed by the Company.

(3) Remuneration System

In addition to a fixed "basic remuneration", the remuneration for directors (excluding Outside Directors) consists of a performance-linked "bonus" and long-term incentive "share remuneration plan" as a means of providing healthy incentives to ensure the Company’s sustainable growth.
The remuneration for Outside Directors and Outside Audit and Supervisory Board Members consists of a fixed remuneration only given their role to supervise, monitor and audit the company from an independent stance.

2. Basic policy for the Audit and Supervisory Board Members Remuneration

Remuneration for an audit and supervisory board member consists of fixed remuneration (monthly remuneration) determined by taking into consideration his/her function and the need to appoint and retain a capable person. Other companies' levels are referred to be set the standards for remuneration as researched by an external institution upon the company's request.

Remuneration of Directors and Audit and Supervisory Board Members (Fiscal Year Ended March 31, 2017)

Total amount of remuneration (millions of yen)Total amount by remuneration type (millions of yen)Number of persons entitled to payment
Basic remunerationBonusShare Remuneration Plan
Directors
(Outside Directors)
462 (40)318 (40)81(—)61(—)10(3)
Audit and Supervisory Board Members (Outside Audit and Supervisory Board Members)113 (52)113 (52)−(-)−(-)5 (3)

Audit Fees (Fiscal year ended March 31, 2017)

  Compensation paid for audit certification activities
(millions of yen)
Compensation paid for non-audit activities (millions of yen)
ANA HOLDINGS INC.5211
Consolidated Subsidiaries1110
Total16311
  1. It was resolved at the 66th Ordinary General Meeting of Shareholders of the Company held on June 20, 2011 that the maximum amount of remuneration of Directors per year would be 960 million yen.
  2. It was resolved at the 60th Ordinary General Meeting of Shareholders of the Company held on June 28, 2005 that the maximum amount of remuneration of Audit & Supervisory Board Members per month would be 10 million yen.
  3. The number of Directors as of the end of the Fiscal Year was 10 (of which the number of Outside Directors was 3), and the number of Audit & Supervisory Board Members as of the end of the Fiscal Year was 5 (of which the number of Outside Audit & Supervisory Board Members was 3). The above table includes the remuneration of an Audit & Supervisory Board Member who resigned at the close of the 72th Ordinary General Meeting of Shareholders of the Company held on June 23, 2017.
  4. Separately from the amount of remuneration authorized by the resolution referred to in the Note 1 above, the amount of the share remuneration represents an amount charged in accordance with the share remuneration plan approved by a resolution passed at the 70th Ordinary General Meeting of Shareholders of the Company held on June 29, 2015.

Interview with an External Director