ANAホールディングス(9202) – Corporate Governance Report

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開示日時:2022/05/17 17:30:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 197,179,900 16,451,600 16,795,200 417.82
2019.03 205,831,200 16,501,900 17,015,600 331.04
2020.03 197,421,600 6,080,600 6,162,400 82.66
2021.03 72,868,300 -46,477,400 -42,423,200 -1,082.04

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
2,386.5 2,475.63 2,589.6 31.66

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 1,130,700 31,601,400
2019.03 -7,971,600 29,614,800
2020.03 -22,119,200 13,016,900
2021.03 -42,715,100 -27,044,100

※金額の単位は[万円]

▼テキスト箇所の抽出

Corporate Governance Report Last Update: May 17,2022 ANA HOLDINGS INC. President and CEO: SHIBATA Koji Contact: Director General Administration, UENO Motoaki TEL: +81-3-6735-1001 Securities Code: 9202 https://www.ana.co.jp/group/en/ The corporate governance of ANA HOLDINGS INC. (“the Company”) is described below. I. Basic Approach to Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information1. Basic ApproachThe ANA Group (“the 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. The Company has adopted a company with company auditors, whereby Audit and Supervisory Board Members, along with the Board of Directors, supervise, monitor and audit the execution of duties by directors. Furthermore, the Company is strengthening the supervisory function of the Board of Directors, in part by including the appointment of Outside Directors. The Company is also enhancing the auditing function of Audit and Supervisory Board Members, which includes the appointment of a full-time Outside Audit and Supervisory Board Member. and dreams of an interconnected world. Built on a foundation of security and trust, “the wings within ourselves” help to fulfill the hopes “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 1 and future generations The Company’s corporate governance practices are explained in this report as well as in the Fundamental Policy on Corporate Governance, Notifications of the Ordinary General Meeting of Shareholders, Securities Reports (Japanese only), Annual Reports and the Company’s website. Please refer to these sources for further information. The content of disclosure based on the principles of the Corporate Governance Code is as follows. [Reasons for Non-compliance with the Principles of the Corporate Governance Code] Principle 1.4 (Cross-shareholdings) The Company believes that maintaining and strengthening cooperative relationships with business partners is necessary for the expansion and development of the Group’s business. The Group, which mainly engages in the air transportation business, shall strategically hold shares in another company should it believe that this will contribute to smooth business continuity and enhanced profits via business alliance and stronger business relationships, and thereby improvement corporate value in the medium- to long-term. Every year the Company comprehensively verifies individual cross-shareholdings at a meeting of the Board of Directors to determine the significance of the holdings and the associated risks and benefits. When verifying the economic rationale behind the shareholdings, the Company conducts quantitative and multi-faceted assessments, including checking the total shareholder return (TSR) of each stock and comparing the return on investment of that stock with the capital costs of the Group. If the assessment results show that the cross-shareholdings have been stagnant for a period of time and they are not judged as contributing to the sustainable growth of the Group and the improvement of corporate value in the medium-to-long-term, we will reduce them. The meeting of the Board of Directors on May 17, 2022 will verify individual stocks from a medium-to-long term perspective and verify the economic rationale behind the Company’s cross-shareholdings. Furthermore, appropriate decisions on the exercise of voting rights of strategically shareholdings are made by comprehensively taking into account dialogue with the relevant company after examination of each resolution, including the enhancement of the relevant company’s medium- to long-term corporate value and the impact on the Group’s business operations [Disclosure based on the Principles of the Corporate Governance Code] Principle 1.7 (Related Party Transactions) The Board of Directors, in accordance with laws and regulations and the Board of Directors Regulation, an internal rules, must approve competitive business transactions and transactions that constitute conflicts of interests between the Company and directors. In the event that said transactions are implemented within the approved framework, material facts regarding these transactions shall be are reported at the Board of Directors meeting. 2 In the event these transactions are carried out between the Company and a related party other than a director, the necessary approval of said transactions are carried out in accordance with the Company’s internal rules depending on the scale and importance of the transaction. The Internal Audit Division shall conduct periodic audits of the content of these transactions and a system shall be put in place that enables Audit and Supervisory Board Members to view the details of approvals at any time. Supplementary Principle 2.4-1: (Approach and Goals for Ensuring Diversity) The ANA Group is promoting diversity and inclusion throughout the group. We respect diversity in terms of age, nationality, gender, values, disabilities, etc., and promote a variety of human resources related initiatives so that we can use this diversity as a strength to bring about further change. After presenting “The ANA Group Diversity and Inclusion Promise” (D&I Promise) in 2015, we have been promoting D&I as one of the key pillars within our management strategy. We will: diversity of our employees. and make the most of those strengths. ∙ Consider Diversity & Inclusion to be the source of new value creation (innovation) and value the ∙ Work to create a workplace where each and every individual can fully demonstrate their own strengths ∙ Create the ANA Group that generates continuous change and inspires unwavering trust by providing employees with rewarding work that they can engage in enthusiastically. The April 2015 D&I Declaration has led to the establishment of a dedicated organization within the Human Resources Division to boost the promotion of diverse human resources, and the promotion of environmental development, cultural development, and awareness reform. In April 2020, we established the Group D&I Promotion Department with the aim of strengthening the D&I promotion function. Each Group company has also been assigned a “D&I Promotion Officers” to develop a system that further accelerates D&I promotion throughout the Group. The goals of the ANA Group and its core subsidiary, All Nippon Airways Co., Ltd. (“ANA”), to promote women’s activities are as follows: Targets to be achieved as early as possible in the 2020s (established June 2021) ∙ Ratio of female officers: 30% or more (Group: 9.7%, ANA: 14.6% as of April 2021) ∙ Ratio of female managers: 30% or more (Group: 17.2%, ANA: 17.0% as of April 2021) Target to be achieved for ANA by 2025 within limited levels and divisions (established in November 2020) ∙ Number of female officers and general managers: 25% increase (compared to 2019) ∙ Number of female flight crew and maintenance personnel: 25% increase (compared to 2019) 3 For foreign and mid-career recruits, there are no differences between these employees and other employees based on nationality or age of employment when promoting and appointing employees to management level, so we do not set any specific targets for them. For other details, please refer to the Company’s website and the Annual Report. https://www.ana.co.jp/group/en/csr/human_resources/ https://www.ana.co.jp/group/en/investors/irdata/annual/ Principle 2.6 (Corporate Pension Asset Owners) In the ANA Pension Plan of All NIPPON AIRWAYS CO., LTD., the core subsidiary of the Group, investments are dispersed in order to secure the required investment returns reliably over the long term, as stipulated in the Pension Asset Management Policy and the Basic Asset Allocation in accordance with the provisions of the Defined-Benefit Corporate Pension Act, etc. The selection of fund managers and funds are decided by the Board of Representatives after deliberation by the Investment Management Committee in collaboration with external investment consultants. Furthermore, investment performance is monitored through regular exchanges of information with fund managers, and quantitative and qualitative evaluations performed by investment consultants. Personnel with suitable qualities regarding investments are assigned to the ANA Pension Plan from the finance and accounting departments. Principle 3.1 (Full Disclosure) (1) The Company has established a Mission Statement, Management Vision and ANA’s Way as its Corporate Philosophy for the Group, which are disclosed on its website. https://www.ana.co.jp/group/en/company/vision/ The Medium-Term Corporate Strategy is also disclosed on its website. https://www.ana.co.jp/group/en/pr/201601/20160129-2.html (2) The Company has established a Fundamental Policy on Corporate Governance on the Company’s fundamental approach to corporate governance, which is also disclosed on its website. https://www.ana.co.jp/group/en/about-us/governance/pdf/governance181130.pdf (3) The policies and procedures for determining remuneration for directors on the Board of Directors is outlined in “5. Director Remuneration” in the Fundamental Policy on Corporate Governance, and “II.1 [Directors] Policies for determining remuneration amounts and calculation method” in this report. (4) The policy for the selection of directors and Audit and Supervisory Board Members is explained in “3. Directors and the Board of Directors” and “4. Audit and Supervisory Board Members and the Audit and Supervisory Board” within the Fundamental Policy on Corporate Governance, and “II.2 Matters pertaining to Functions including Business Execution, Audits and Supervision, and Appointment and Remuneration Decisions. (Overview of the Current Corporate Governance System)” in this report. The selection of directors and Audit and Supervisory Board Members is decided based on deliberation by the Board of Directors including Outside Directors (5) The reasons for selection of candidate for Directors and Audit and Supervisory Board Members are Outlined in the Notice of the 76th Ordinary General Meeting of Shareholders. (6) In the event that circumstances arise where a director has violated laws and regulations or the 4 Articles of Incorporation, or when it is otherwise deemed difficult for a director to execute his or her duties, deliberations will be conducted in the Personnel Advisory Committee, and after receiving a report on these deliberations, the Board of Directors will decide whether to submit a proposal to the General Meeting of Shareholders concerning the dismissal of such director. Supplementary Principle 3-1-3: (Disclosure of Sustainability Initiatives, etc.) The ANA Group is committed to addressing the four material issues of the environment, human rights, regional revitalization, and diversity, equity and inclusion (DEI) through our business activities as identified in our ESG management, which takes into consideration the environment (E), social(S), and governance (G). By simultaneously creating social value and economic value, we aim to achieve a sustainable society and increase our corporate value. In fiscal 2020, to clarify the ANA Group’s vision for the future, we formulated and disclosed ANA Group ESG Commitments and initiatives to achieve them. With regard to the environment, one of our material issues, we updated our 2050 Environmental Goals in April 2021 amid accelerating global trends, particularly in response to climate change. As we have declared that we will achieve carbon neutrality by fiscal 2050, we have formulated new 2030 Environmental Targets as a roadmap for achieving this goal. We will continue our efforts in the areas of human rights, regional revitalization, and diversity and inclusion (D&I), and will disclose information on our progress as needed. The ANA Group established the Group ESG Management Promotion Committee in accordance with Group ESG Management Promotion Committee Regulations. This committee, which operates under the guidance of the president and under the chairmanship of the Director in charge of Group Risk & Compliance, consists of ANA HOLDINGS INC. and group company directors, executive officers, and the full-time Audit & Supervisory Board members of ANA HOLDINGS INC. The committee discusses core policies and measures related to ESG management. In addition, important issues directly related to management are discussed at the Group Management Committee and reported to the Board of Directors and the Board of Corporate Auditors. Based on these regulations, each Group company has appointed an ESG Promotion Officer (EPO) as the person responsible for promoting ESG management and participates as a member of the Group ESG Management Promotion Committee, and each Group company and department has an ESG Promotion Leader (EPL) to lead the ESG activities of their respective organization. Matters discussed, resolved, and reported at the Board of Directors, Group Management Committee, and Group ESG Management Promotion Committee are shared and implemented throughout the entire Group in close collaboration with EPOs and EPLs. We also hold EPL meetings twice a year to share information in a comprehensive manner and promote initiatives at each Group company and department. In March 2019, the ANA Group became the first Japanese airline to endorse the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), established by the Financial Stability Board. 5 For information on the impact of climate change risks and revenue opportunities on the Group, we have identified qualitative risks and opportunities at this time and disclosed them on our website. https://www.ana.co.jp/group/en/csr/environment/policy/#anchor004 Please refer to our website below, for the information of disclosure based on the framework of TCFD .We will continue to expand the scope of disclosure and improve the content. https://www.ana.co.jp/group/en/csr/environment/goal/#anchor002 For more information on our sustainability initiatives, please refer to our website and the Annual Report. https://www.ana.co.jp/group/en/csr/ https://www.ana.co.jp/group/en/investors/irdata/annual/ The largest asset of the Group is human resources. We will flexibly respond to the changing social environment and promote business structural reforms, while continuing our efforts and challenging ourselves to achieve sustainable growth. Human Resources Development for the Group We strive to instill an understanding of our Mission Statement, Management Vision, and ANA’s Way as embedded parts of our corporate culture, encouraging organizational and human development for each employee to embody the ANA Group identity. In 2019, ANA’s Day Training for all Group employees was restructured to reflect on the “present poverty, promising future,” and “Wakyo” (close cooperation) spirit of the founder and to discuss the sustainable growth of the Group. In order to become a top-tier airline group in the global market, we have a global human resources development program in place to develop human resources that can demonstrate competence by understanding various cultures, customs and values which includes, in addition to the traditional training by level, a program to develop leaders through liberal arts and field work outside the Company, as well as through business skills, and open human resource recruitment systems. Health Management Initiatives The ANA Group proclaimed the ANA Health Frontier Declaration in April 2016 based on the belief that ensuring employees’ health, safety and a comfortable work environment are the foundation of a The declaration focuses on strengthening employee health management, disease prevention, mental health, and health and safety activities, establishes indicators for lifestyle-related diseases and strives to company’s activities. keep track of progress. Protect Employment Even During the COVID-19 Pandemic ANA Group has been severely impacted by the significant decrease in air passenger demand caused by 6 COVID-19. However, in addition to the in-house production of outsourced work and changes in the assignment of personnel within the Group, ANA Group has been able to expand its existing non-Group secondment system, has reduced remuneration, wages and bonuses for Group officers and a system of leave-of-absence for any reason, and a system of shorter working hours and shorter days for any reason as part of its policies to “protect employment” during the pandemic. Introduction of a New Way of Working In order to increase the variety of work style options, we have recommended a remote work system, introduced a workcation system and sabbatical leave, and partially lifted the ban on concurrent and secondary jobs. Investments in Intellectual Property We will create new revenue opportunities through platform businesses that utilize our accumulated customer data and digital touchpoints, such as the ANA Mileage Club (AMC) app, and the establishment of a virtual travel business that is still under development. We will also use innovation to solve social issues by providing services that connect users to people, things, services, and locations using avatar technology. To ensure that investment in these new technologies will contribute to the sustainable growth of the Company, we will conduct efficient monitoring and disclose the situation as appropriate. Annual Report. management) For more information on human resources development initiatives, please refer to our website and the https://www.ana.co.jp/group/en/csr/human_resources/ https://www.ana.co.jp/group/en/investors/irdata/annual/ Supplementary Principle 4.1.1 (Overview of the scope and content of the matters delegated to The Board of Directors shall make decisions on basic management policies, including corporate strategies, other important management agendas, and vital business operations determined by the Board of Directors in accordance with laws, regulations and the Articles of Incorporation. The standards for decision-making are stipulated in the Board of Directors Regulations. The Authority Rules, which are a set of internal rules, clarify the process for making decisions on business execution and on matters other than those resolved by the Board of Directors. The final decision in these matters is delegated to the Group Strategy Committee, which is comprised of full-time directors, full-time Audit and Supervisory Board Members, and the President & CEO. The outcome of important decision-making and business execution delegated to others by the Board of Directors shall be reported to the Board of Directors. The Board of Directors oversees the decisions and business execution carried out by the Group Strategy Committee and the President & CEO through these reports. 7 Principle 4.9 (Independence Standards and Qualification for Independent Directors) The standards that define the independence of Outside Directors and Outside Audit and Supervisory Board Members from the Company are stated in the Fundamental Principles of Corporate Governance and “2.1 [Independent Directors and Audit and Supervisory Board Members] Other Matters on Independent Directors” within this document. Supplementary Principle 4.10.1: (Approach to Independence, Authority, and Roles Related to Committee Structure) To strengthen the supervisory function of the Board of Directors and to ensure transparency and objectivity in the process of determining matters related to personnel and compensation, the Company has established independent Personnel and Renumeration Advisory Committees as voluntary Board of Directors advisory bodies. The Board of Directors reviews and respects the reports of both committees before making final decisions on personnel and renumeration matters. The Personnel Advisory Committee consults with the Board of Directors, and discusses and reviews personnel-related proposals, including the selection and dismissal of representative directors, directors, and corporate executive officers, as well as requirements for officers, and other relevant matters, and, after also reporting upon the execution status of the committee’s duties, presents its final findings to the Board of Directors as necessary. The committee was held four times in FY2021. The members of Personnel Advisory Committee Chairman, YAMAMOTO Ado (Outside Directors) KOBAYASHI Izumi (Outside Directors) KATSU Eijiro (Outside Directors) KATANOZAKA Shinya (Internal Director) The Renumeration Advisory Committee consults with the Board of Directors, and discusses and reviews officer renumeration-related proposals, including the policies that determine the details of corporate executive officer renumeration and specific officer renumeration proposals, and, after also explaining the execution status of the committee’s duties, submits its final reports to the Board of Directors as necessary. The committee was held three times in FY2021. The members of Remuneration Advisory Committee Chairman, YAMAMOTO Ado (Outside Directors) KOBAYASHI Izumi (Outside Directors) KATSU Eijiro (Outside Directors) OCHIAI Seiichi (Outside expert) SHIBATA Koji (Internal Director) 8 KANOU Nozomu (Outside Audit Supervisory Board Member) To ensure independence from the Board of Directors, both committees are chaired by an outside director, and the Personnel Advisory Committee consists of a majority of outside directors while the Renumeration Advisory Committee consists of a majority of external officers made up of outside directors and outside audit and supervisory board members. In order to further enhance independence, the internal directors only have one representative director on the board. In addition, the Remuneration Advisory Committee includes outside experts other than outside directors, and operates with the advice of an outside specialist organization. Discussions are conducted objectively and based on the results of surveys into levels at other companies Supplementary Principle 4.11.1: (Approach Toward the Balance of Knowledge, Experience and Skills of the Board of Directors Overall and the Diversity and Size of the Board) Directors are selected from candidates inside and outside the Company that have the potential to strengthen appropriate policy-making, decision-making and oversight befitting” an airline group operating diverse global businesses mainly in air transportation.” Potential candidates are honest in character, possess vast experience, deep insight and an advanced level of expertise. The selection is made within the scope of relevant laws such as the Civil Aeronautics Act, and regardless of factors such as age, race, ethnicity, gender or nationality. Several Outside Directors are selected from among candidates that possess a practical view point based on their vast experience in corporate management or from among candidates that have a global or community-oriented viewpoint owing to a high level of knowledge about social and economic trends, an objective and expert outlook, and who are independent from the Company. In order to fully demonstrate the functions of the Board of Directors as a whole, and to ensure the necessary balance of “knowledge, experience and abilities” and a number of members large enough to spark vigorous debate, the appointment of director candidates shall be determined by the Board of Directors upon the receipt of findings from the Personnel Advisory Committee as per the “Director Candidate Appointment Policy.” Additionally, in order to implement ANA’s Way, the Group’s action guidelines, to achieve the Group’s Mission Statement and the Group’s Management Vision, and to attempt to further enhance the Group’s corporate value, we specify the skills that each director should have and are developing a skills matrix of “knowledge, experience and ability especially expected”. Furthermore, all three independent outside directors have management experience with other companies. For the skills matrix and a brief history of each independent outside director, please refer to the Supplementary Information for General Meeting of Shareholders for the Notification of the 76th Annual Ordinary General Meeting of Shareholders on the Company’s website. https://www.ana.co.jp/group/en/investors/irdata/shareholders/ https://www.ana.co.jp/group/en/investors/irdata/annual 9 Supplementary Principle 4.11.2 (Concurrent positions held by directors and Audit and Supervisory Board Members at other listed companies) Directors and Audit and Supervisory Board Members concurrently serving as officers at other listed companies are disclosed every year in the reference materials attached to the Notification of the Ordinary General Meeting of Shareholders, in business reports and Securities Reports. Supplementary Principle 4.11.3 (Analysis and evaluation of effectiveness of the Board of Directors) 1. Method of Evaluation The Company recognizes that it is important the Board of Directors constantly look for new solutions while always thinking of how to improve the efficacy of the Board of Directors and corporate governance. Moreover, at least once a year the Company analyzes, evaluations and deliberations regarding the efficacy of the Board of Directors overall, engaged in efforts to resolve the issues identified during this process, and intend to improve the functionality of the Board of Directors by initiating a PDCA cycle wherein we perform this evaluation again at the end of the fiscal year. With respect to FY2021, in order to further improve the objectivity and transparency of evaluations, and with the help of Sumitomo Mitsui Trust Bank, which is a third-party organization, we conducted an analysis and evaluation of the efficacy of the Board of Directors through a survey targeting all directors and audit and supervisory board members in January and December of 2021. Additionally, from January 2022 to February 2022, the Company carried out an interview of questionnaire results for the chairman of the Board, President, Senior Executive Vice President, all Outside Directors and Outside Audit and Supervisory Board Members. The results of evaluation of the effectiveness of the Board of Directors confirmed at the Board of Directors held on April 28, 2022. 2. Results of the Analysis and Evaluation of the Efficacy of the Board of Directors The survey confirmed that active discussions were taking place at the Board of Directors by an adequate level of support provided to Outside Directors and Outside Audit and Supervisory Board Members, who possess diverse experience and expertise, in areas such as preliminary briefings highlighting key issues for the Board of Directors, briefings on management strategies, and direct interviews with management members of departments responsible for improvements to the value of customer experiences. The survey assessed that the Company’s Board of Directors is functioning properly, and that it has sufficient efficacy to ensure decisions on key management issues are appropriately made and business operations are suitably supervised. In addition to sharing the effects of COVID-19 on our Group, we have thoroughly engaged in deliberations meant to realize reforms to a “Group Airline Model” designed to realize sustainable growth that overcomes the COVID-19 pandemic, and have confirmed improvement points that will further enhance the supervisory functions of the Board of Directors through modifications to meeting operations, such as by providing venues for holding free deliberations that include Outside Directors off the Board of Directors meetings, starting with meetings between Outside Directors and corporate auditors. 10 Based on the evaluation of the efficacy of the Board of Directors, the Company aims to continue to improve the efficacy of its Board of Directors moving forward. Supplementary Principle 4.14.2 (Training policy for directors and Audit and Supervisory Board Members) Internal directors aim to continually acquire knowledge. They attend external seminars on finance, accounting and compliance at the time of appointment, and based on their level of knowledge and experience, continue to attend external seminars after their appointment and receive private coaching when necessary. The Company provides necessary support for this self-improvement. Furthermore, group training for directors and Audit and Supervisory Board Members, along with lectures and exchanges of opinions with external instructors are periodically carried out to provide information and knowledge required by directors to fulfill their roles. Internal Audit and Supervisory Board Members, upon appointment, take external seminars on accounting and finance should they have no experience in working at the accounting or finance divisions. Also, after appointment, depending on their level of knowledge and experience, they participate in seminars on various topics, including auditing methods, ESG, risk management and compliance. The Company provides the necessary support for internal Audit and Supervisory Board Members to carry out this self-improvement. At the time of appointment, Outside Directors and Outside Audit and Supervisory Board Members are provided with explanations of the Group’s operations to deepen their understanding of the Group and the airline industry. After their appointment, they are given the opportunity to tour sites and facilities, including airport handling, aircraft maintenance, flight operations and passenger cabins. In addition, ongoing training is being implemented, covering topics such as basic knowledge on the airline industry, and explanations of business operations at major subsidiaries. Principle 5.1 (Policy for Constructive Dialogue with Shareholders) The Company believes that constructive and consistent dialogue with investors, including shareholders, is important to sustain growth and improve corporate value in the medium- to long-term. A director is appointed to be in charge of handling this dialogue, and works with relevant departments, mainly the IR department, to communicate information and gather shareholder opinions. A major prerequisite for constructive dialogue with shareholders and investors naturally is disclosure in accordance with laws and regulations. Information deemed crucial for investors, including non-financial information, is actively disclosed. In addition, consideration is taken to ensure the fair disclosure of information in accordance with the Company’s “Rules on the Prevention of Insider Trading.” The IR division is responsible for dialogue with institutional investors including shareholders. In addition to conducting regular meetings with institutional investors in Japan and overseas. The division also offers various opportunities for dialogue, including briefing sessions, that cover important agendas, such as corporate strategies, as well as earnings performance. Efforts are also made to improve the content of these sessions. The opinions of shareholders and investors shall be utilized in the Company’s management via direct dialogue, to a reasonable extent, with the President & CEO, the director in charge of the IR division and other directors and audit and supervisory board members, including and outside directors, 11 and the ample feedback given to the management committee on the dialogue carried out at briefings and other sessions. The General Administration division is responsible for dialogue with individual shareholders. The division publishes “ANA VISION” (Japanese-only), a quarterly shareholder newsletter, that explains management topics and financial results information. In addition, information is provided on the “ANA Shareholders’ Web Site” (Japanese-only). Furthermore, briefings are conducted for private investors—potential shareholders—on corporate strategies and financial results. 12 2. Capital Structure Foreign Shareholding Ratio less than 10% [Status of Major Shareholders] Name / Company Name Number of Shares Owned Percentage (%) The Master Trust Bank of Japan, Ltd. (Trust Account) Custody Bank of Japan, Ltd (Trust Account) Nagoya Railroad Co., Ltd ANA Employee Stock Ownership Association Tokio Marine & Nichido Fire Insurance Co., Ltd. SMBC Nikko Securities Inc. STATE STREET BANK WEST CLIENT – TREATY 505234 Nippon Life Insurance Company Mitsui Sumitomo Insurance Company, Limited MLI FOR SEATOWN MASTER FUND – PB 57,358,700 12,603,300 7,313,947 3,818,385 3,231,815 3,112,693 3,032,811 2,914,700 2,677,000 2,444,500 12.19% 2.68% 1.55% 0.81% 0.69% 0.66% 0.64% 0.62% 0.57% 0.52% Controlling Shareholder (except for Parent Company) – Parent Company None Supplementary Explanation None 3. Corporate Attributes Listed Stock Market and Market Section Fiscal Year-End Type of Business Previous Fiscal Year Year Previous Fiscal Year Number of Employees (consolidated) as of the End of the Sales (consolidated) as of the End of the Previous Fiscal Number of Consolidated Subsidiaries as of the End of the 13 Tokyo Stock Exchange Prime Market March Air Transportation More than 1000 More than ¥1 trillion From 50 to less than 100 4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder None None 5. Other Special Circumstances which may have Material Impact on Corporate Governance 14 II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management 1. Organizational Composition and Operation Organization Form Company with Company Auditors [Directors] Maximum Number of Directors Stipulated in Articles of Incorporation Term of Office Stipulated in Articles of Incorporation Chairperson of the Board Number of Directors Number of Outside Directors Number of Independent Directors 20 1 year 10 3 3 Appointment of Outside Directors Appointed Outside Directors’ Relationship with the Company (1) Chairman of the Board of Directors Name Attribute Relationship with the Company* a b c d e f g h i j k YAMAMOTO Ado From another company KOBAYASHI Izumi KATSU Eijiro From another company From another company * Categories for “Relationship with the Company” * “○” when this category currently or recently was applicable; “△” when this category was applicable in the past * “●” when this category currently or recently was applicable to a close relative of the Director; “▲” when this category was applicable in the past to a close relative of the Director a. Executive of the Company or its subsidiaries b. Non-executive Director or Executive of a parent company of the Company c. Executive of a fellow subsidiary company of the Company d. A party whose major client or supplier is the Company or an executive thereof e. Major client or supplier of the Company or an executive thereof f. Consultant, accountant or legal professional who receives considerable monetary consideration or other property from the Company aside from the compensation as an Audit and Supervisory Board Member of g. Major shareholder of the company (or an executive of the said major shareholder if the shareholder is a the Group. legal entity) 15 h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or i. Executive of a company where the person is also mutually appointed as an Outside Director of the Group j. Executive of a company or organization that receives a donation from the Company (only applies to the f) (only applies to the director) (only applies to the director) director) k. Other Outside Directors’ Relationship with the Company (2) Name Independent Explanation of Reasons of Appointment Designation as Supplementary Director the Relationship YAMAMOTO Ado ○ None < Reason for selection as an Outside Director> He has a wealth of experience and expertise in transportation industry management. He offers the benefit of his background to actively provide opinions and proposals concerning responses to the COVID-19 pandemic, group management strategy, structural business reforms, risk management, investment management at the meetings of the Board of Directors. The Company has decided to continue to reappoint him as Outside Director to expect his contribution in reinforcement of the supervisory function of the Board of Directors especially through his professional perspective in promotion of management strategy, organization operation and human resources strategy of the Group based on his expertise. He was appointed as chairman of both the Remuneration Advisory Committee and the Personnel Advisory Committee in June 2020. 16 < Reason for designation as an independent Director> He is advisor of Nagoya Railroad Co., Ltd. Nagoya Railroad Co., Ltd. owns the Company shares but its holding ratio is less than 2% of the total issued and outstanding shares of the Company. Our group companies execute sales transactions with Nagoya Railroad Co., Ltd. and several of its affiliated companies, but the amount of the relevant transactions is small, and there are no special relationships between them. He is also Chairman of Nagoya Chamber of Commerce & Industry, but there are no special relationships between the Company and Nagoya Chamber of Commerce & Industry. We are therefore certain that no conflicts of interest with general shareholders will arise. 17 KOBAYASHI Izumi ○ None businesses. She offers the benefit of her < Reason for selection as an Outside Director> She has a wealth of experience and as expertise having served representative in private financial institutions and international development and finance institutions and as Outside Director of other background to actively provide opinions and proposals concerning responses to the COVID-19 pandemic, group management strategies, business restricting, risk management, investment management, sustainability strategy, or organization operation with a global perspective at the meetings of the Board of Directors. The Company has decided to continue to reappoint her as 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. < Reason for designation as an independent director> She is Outside Director of Mitsui & Co., Ltd. There is a record of sales transactions of air tickets between our Group companies and Mitsui & Co., Ltd., but the amount of the relevant transactions is small and there are no special relationships between them. She is also Outside Director for Mizuho Financial Group, Inc. The Company and our Group companies have borrowing transactions with Mizuho Financial Group companies, but they are ordinary transactions, are there are no special relationships between them. 18 She is also Outside Director of OMRON corporation. There is a record of sales transactions of air tickets between our Group companies and OMRON corporation, but the amount of the relevant transactions is small and there are no special relationships between them. We are therefore certain that no conflicts of interest with general shareholders will arise. < Reason for selection as an Outside Director> He has a wealth of experience and expertise as having served as Administrative Vice Minister and administrative officer, and as Executive Director of ICT company. He offers the benefit of his background to actively provide opinions and proposals concerning responses to the COVID-19 pandemic, structural business reforms, risk management, sustainability strategy and cyber security at the meetings of the Board of Directors. The Company has decided to continue to reappoint him as Outside Director to expect his contribution in reinforcement of the supervisory function of the Board of Directors especially through his professional perspective in ICT KATSU Eijiro 〇 None 19 technologies, digital transformation and organization operation based on his expertise in order to attain sustainable increase in the Group’s corporate value. In addition, he has been serving as a member of the Remuneration Advisory Committee and the Personnel Advisory Committee from June 2020. < Reason for designation as an independent director> He is President and Representative Director of Internet Initiative Japan Inc. There is a record of sales transactions of air tickets between our Group companies and Internet Initiative Japan Inc., but the amount of the relevant transactions is small and there are no special relationships between them. We are therefore certain that no conflicts of interest with general shareholders will arise. Voluntary Establishment of Committee(s) Corresponding to Nomination Committee or Remuneration Committee Established (Committee Corresponding to both Nomination Committee and Remuneration Committee) 20 Committee’s Name, Composition, and Attributes of Chairman Committee Corresponding to Committee Corresponding to Nomination Committee Remuneration Committee Committee’s Name Personnel Advisory Committee Remuneration Advisory Committee All Committee Members Full-time Members Internal Directors Outside Directors Outside Experts Other Chairperson 4 0 1 3 0 0 Supplementary Explanation 6 0 1 3 1 1 Outside Director Outside Director Personnel Advisory Committee The Committee is composed of four members—three Outside Directors (Chairman, YAMAMOTO Ado; KOBAYASHI Izumi and KATSU Eijiro) and one Internal Director (KATANOZAKA Shinya). It discusses the appointment of candidates to the post of director as well as the dismissal of directors, and reports to the Board of Directors. In order to ensure fairness and transparency in the process of selecting candidates for the post of director, the Committee is chaired by an Outside Director, and has met four times during the previous fiscal year. The Company selects directors from candidates inside and outside the Company that have the potential to strengthen appropriate policy-making, decision-making and oversight befitting “an airline group operating diverse global businesses mainly in air transportation.” Potential candidates are honest in character and possess vast experience, broad views and an advanced-level of expertise. The selection is made within the scope of relevant laws such as the Civil Aeronautics Act, and regardless of factors such as gender or nationality. The Personnel Advisory Committee will discuss and report to the Board of Directors any breach of the law or the Company’s Articles of Incorporation by a director, as well as other circumstances where it is deemed difficult for a director to properly execute his or her duties. The Board of Directors will then submit a proposal for the dismissal of the Director in question to a General Meeting of Shareholders for resolution. The appointment of the Chief Executive Officer (CEO) is fully discussed by the Personnel Advisory Committee, which then reports to the Board of Directors for resolution. In addition, the Personnel Advisory Committee will discuss and report to the Board of Directors any breach of the law or the Company’s Articles of Incorporation by the Chief Executive Officer (CEO), as well as other circumstances where it is deemed difficult for the CEO to properly execute his or her duties. The Board of Directors will then make a resolution on the matter. 21 Remuneration Advisory Committee The Committee is composed of six members—three Outside Directors (Chairman, YAMAMOTO Ado ; KOBAYASHI Izumi and KATSU Eijiro) , one Outside Audit Supervisory Board Member (KANOU Nozomu ), one Internal Director (SHIBATA Koji) and one outside expert (OCHIAI Seiichi ). It discusses directors’ remuneration. and reports to the Board of Directors. These discussions take into account remuneration levels at other companies based on the findings of a third-party research institute employed by the Company. In order to ensure fairness and transparency in the process of deciding remuneration, the Committee is chaired by an Outside Director, and has met three times during the previous fiscal year. [Audit and Supervisory Board Members] Establishment of Audit and Supervisory Board Established Maximum Number of Audit and Supervisory Board Members Stipulated in Articles of Number of Audit and Supervisory Board Incorporation Members Departments Cooperation among Audit and Supervisory Board Members, Accounting Auditors and Internal Audit The accounting auditor and Audit and Supervisory Board Members provide reports and exchange information on the auditing of each business and group company once every quarter and as needed. In addition, the accounting auditor attends Audit and Supervisory Board meetings to report on their audit for the fiscal year. Audit and Supervisory Board Members use this opportunity to properly receive reports from the accounting auditor. Exchange Act. The accounting auditor interviews the Internal Audit Division. This entails periodic internal audits, and explanations of annual policies, and reporting (interim reports and annual evaluation reports) in line with the “Internal Control Report System for Financial Reporting” under the Financial Instruments and The Internal Audit Division appropriately reports Audit and Supervisory Board Members on audit activities for each business site and Group company, and exchanges opinions on these matters. Appointment of Outside Audit and Supervisory Appointed Board Members Members Number of Outside Audit and Supervisory Board Number of Independent Audit and Supervisory Board Members 5 5 3 3 22 Outside Audit and Supervisory Board Members’ Relationship with the Company (1) Name Attribute Relationship with the Company* a b c d e f g h i k KANOU Nozomu From another company MATSUO Shingo From another company OGAWA Eiji Academic j △ l m * Categories for “Relationship with the Company” * “○” when this category currently or recently was applicable; “△” when this category was applicable in the past * “●” when this category currently or recently was applicable to a close relative of the Director; “▲” when this category was applicable in the past to a close relative of the Director a. Executive of the Company or its subsidiary b. Non-executive director or accounting advisor of the Company or its subsidiaries c. Non-executive director or executive of a parent company of the Company d. Audit and Supervisory Board Member of a parent company of the Company e. Executive of a sister company of the Company f. A party whose major client or supplier is the Company or an executive thereof g. Major client or supplier of the Company or an executive thereof h. Consultant, accountant or legal professional who receives a significant monetary consideration or other property from the Company aside from the compensation as an Audit & Supervisory Board Member i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity) j. Executive of a client or supplier of the Company (which does not correspond to any of f, g, or h) (only applies to the Audit and Supervisory Board Member) k. Executive of a company where the person is also mutually appointed as an Outside Director/Audit and Supervisory Board Member (only applies to the Audit and Supervisory Board Member) l. Executive of a company or organization that receives a donation from the Company (only applies to the Audit and Supervisory Board Member) m. Others 23 Outside Audit and Supervisory Board Members’ Relationship with the Company (2) Name Audit and Explanation of Reasons of Appointment Designation as Independent Supplementary Supervisory the Relationship Board Member KANOU Nozomu of interest with general matters. ○ Former officer of a <Reasons for selection as an Outside corporate executive Audit and Supervisory Board Member officer of a financial > institution. He has a wealth of experience and A substantial amount of expertise in management by having time has passed after served as corporate executive officer of resigning the position of policy financial institutions and director corporate executive of private company. The Company has officer to the decided to appoint him as the new Development Bank of Independent Outside Audit & Japan, Inc. in June 2012, Supervisory Board Member candidate so he will not be in the for the purpose of reinforcement of the position of representing auditing function in order to attain a bank from which the sustainable increase in the Group’s Company receives corporate value through the use of his loans. We are therefore high expertise and insight concerning certain that no conflicts treasury, accounting, finance and legal shareholders will arise. < Reasons for designation as an independent officer> A substantial amount of time has passed after resigning the position of corporate executive officer to the Development Bank of Japan, Inc. in June 2012, so he will not be in the position of representing a bank from which the Company receives loans. We are therefore certain that no conflicts of interest with general shareholders will arise. 24 MATSUO Shingo ○ None The Company has decided to select him <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. as an Outside Audit and Supervisory Board Member for the purpose of reinforcement of audit structure. < Reasons for designation as an independent officer> He is concurrently serving as a special advisor for Kyushu Electric Power Co., Inc., but there are no significant transactions between Kyushu Electric Power Co., Inc., and the Company. We are therefore certain that no conflicts of interest with general shareholders will <Reasons for selection as an Outside Audit and Supervisory Board Member arise. > He actively offers advice for matters that require attention on group management strategies from risk management financial policies by using his experience and abundant expertise as an international financial expert. The Company has decided to select him as an Outside Audit and Supervisory Board Member for the purpose of reinforcement of audit structure. OGAWA Eiji ○ None perspective, as well as the Company’s 25 < Reasons for designation as an independent officer> Concurrently serves as a Professor of Department of Economics, Tokyo Keizai University with which the Company have no transactions of significance. [Independent Directors/Audit and Supervisory Board Members] Number of Independent Directors/Audit and Supervisory Board Members 6 Matters relating to Independent Directors/Audit and Supervisory Board Members The Company’s Outside Directors and Outside Audit and Supervisory Board Members (“Outside Officer”) meet “the Independence Guidelines” stipulated by the Company, and the independence standards stipulated by Tokyo Stock Exchange, Inc., and all Outside Directors and Outside Audit and Supervisory Board Members are independent directors and Audit and Supervisory Board Members In order to clarify its stance on the independence of Outside Officer, the Company has established the following “Independence Guidelines”. Independence Guidelines The following requirements shall not apply to an Outside Director or Outside Audit and Supervisory Board Member (“Outside Officer”) in order for the Outside Officer to be deemed as independent. 1. A person for whom the Group is a key business partner (*1), or an executive officer thereof 2. A person who is a key business partner of the Group (*1), or an executive officer thereof 3. A person who is a key lender of the Group (*2), or an executive officer thereof 4. A major shareholder of the Company (*3), or an executive officer thereof 5. An attorney, certified public accountant, consultant or other expert who receives, apart from remuneration as director or Audit and Supervisory Board Members, a significant monetary compensation or other 6. A certified public accountant who is a member of the auditing firm that is the Company’s accounting economic benefit (*4) from the Group auditor 7. A person who has received a large donation (*5) from the Group 8. A person who is a close relative (*6) of a director, Audit and Supervisory Board Member, corporate executive officer or key employee of the Company or a consolidated subsidiary 9. A person whose close relative comes under any of 1 through 7 above 10. A person who came under any of 1 through 8 above in the past three years 11. In addition to the preceding items, a person who has a special reason not being able to fulfill his/her duties as an independent Outside Officer, including a conflict of interest with the Company 26 Note that even in the event that any one of the items 1 through 11 above apply, the Outside Officer is effectively independent as long as the reason is be explained and disclosed at the time of selection as an Outside Officer. *1. A person for whom the Group is a key business partner is defined as a business partner that accounts for more than 2% of consolidated net sales. A person who is a key business partner of the Group is defined as a business partner who accounts for more than 2% of consolidated sales of the Group. *2. A person who is a key lender is a financial institution from whom outstanding loans of the Group exceed 2% of the total consolidated assets of the Company at the end of the most recent fiscal year. *3. A major shareholder is a shareholder who holds 10% or more of voting rights directly or in another name at the end of the most recent fiscal year, or an executive officer thereof if the shareholder is a *4. A large sum of money or other economic benefit is a benefit exceeding an average of 10 million yen per corporation. year over the past three fiscal years. *5. A large donation is a donation that exceeds an average of the higher of 10 million yen or 2% of the consolidated sales of the recipient from the Group over the past three fiscal years. *6. A close relative is a spouse or a relative within two degrees of kinship. [Incentives] Incentive Policies for Directors Performance-linked Remuneration Supplementary Explanation In February 2011 the Company formed the Remuneration Advisory Committee. The majority of the members of this committee consist of Outside Directors and outside experts. This committee establishes the remuneration system and standards for director remuneration by taking into account remuneration levels at other companies based on the findings of a third-party research institute employed by the Company. In addition to a fixed “basic remuneration”, the remuneration for directors (excluding Outside Directors) consists of variable elements, which include 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 same coefficient is used for all executives for the performance-linked portion. The remuneration for Outside Directors consists of a fixed (monthly) remuneration only, given their role to supervise the Company from an independent stance. 27 Recipients of Stock Options None Supplementary Explanation None [Director Remuneration] Supplementary Explanation Disclosure of Individual Director Remuneration No Individual Disclosure The aggregate amount of remuneration for the ten Directors in office for FY2020 (ended March 2021) was 232 million yen, and the aggregate amount of remuneration for three Outside Directors were 41 million yen. Policy on Determining Remuneration Amounts Established and Calculation Methods Disclosure of Policy on Deciding Remuneration Amounts and Calculation Methods 1. Director Remuneration 1.1 Basic Policy The basic policy for determining director remuneration is as follows: (i) The Company’s officer remuneration consists of a basic remuneration in a fixed amount, which is set at a level commensurate with the role and responsibility of each position, and a performance-linked remuneration, which clarifies the responsibility for the Company’s business results and serves as an incentive for sustainable growth of the Company. (ii) The performance-linked remuneration consists of a bonus linked to business results for a single fiscal year, and a share remuneration to improve medium- to long-term corporate values and capital gain with shareholders. Outside Directors only receive the basic remuneration in light of their responsibility for supervising the Company’s operations from an independent standpoint. 1.2 Process As for the process for determining Directors’ remuneration, the Remuneration Advisory Committee, which is chaired by an Outside Director. The majority of members of the committee is composed of Outside Directors and outside experts. The Committee first discusses policies in accordance with the basic policies described above, taking into account remuneration levels at other companies as researched by an external special agency retained by the Company, and reports to the Board of Directors. The Board of Directors then deliberates on the report received from the Committee and, after reviewing and discussing 28 the results of the research provided by the external special agency and the content of the discussions by the Committee, concludes and resolves that the policies are in line with the basic policies on officer remuneration and appropriate. (i) President & Chief Executive Officer has been delegated by the resolution of the Board of Directors to determine the specifics of the final amount to be paid to each Director. The reason for the delegation is that the President & Chief Executive Officer is considered best qualified, as he oversees the entire business operations of the Company and is familiar with the duties assigned to each Director. After examining the degree of contribution of each Director and individual interviews, the President & Chief Executive Officer makes evaluations and final decisions based on the amounts advised by the remuneration policies as resolved by the Board of Directors. (ii) In the event of unexpected drastic changes in the business environment, the President & Chief Executive Officer has been delegated to reduce the monthly remuneration, bonus and share remuneration within the expressly indicated amount and duration of the reduction.

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