Corporate Governance

Mizuno is based on its corporate philosophy called “Contributing to society through the advancement of sporting goods and the promotion of sports” and think that the rationality & objectivity of business judgment, swiftness & transparency of decision making are important to raise up corporate value of Mizuno group. Mizuno endeavors to construct and strengthen corporate governance system being able to realize them.

Corporate Governance System

With the resolution of the 103rd annual General Meeting of Shareholders held on June 23, 2016, the corporate governance system shifted to a company with audit committees. A member of the Board of Directors, who is a member of the Board of Auditors, has voting rights and is expected to improve the effectiveness of audits and supervision compared to that of the Corporate Auditors. We believe that this will strengthen corporate governance.

In terms of the number of members of the Board of Directors, it is stipulated that Mizuno shall have a maximum of seven directors, excluding those also serving as members of the audit and supervisory committee, and a maximum of three directors also serving as members of the audit and supervisory committee. As of July 1, 2019, Mizuno has five directors not serving as members of the audit and supervisory committee and three directors also serving as members of the audit and supervisory committee.
Four of the five directors not serving as members of the audit and supervisory committee, including the president, engage in business execution, while the other director is an outside director.
Among the three directors also serving as members of the audit and supervisory committee, one is a full-time member of the said committee, while two are part-time outside directors. The committee will audit the business execution of the entire group, including the directors’ implementation of duties, with the use of the internal control system. In addition, the members of the audit and supervisory committee strive to improve audit efficiency in collaboration with the accounting auditor.
At the Board of Directors meetings, the outside directors are expected to express their opinions from an objective and neutral standpoint, without prejudice, such as by conforming to conventional practices in the industry and business relations, allowing the Board of Directors to improve rationality and transparency of decision making and managerial judgments.
Mizuno is also adopting a system of executive officers. This move aims to clarify the Board of Directors’ functions to develop strategies and supervise the management as well as the area of the executive officers’ responsibility for business execution in a bid to ensure management transparency and hasten decision-making. Executive officers each have duties in separate management areas, such as business divisions (goods and items handled), sales channels, and business regions (including overseas regions). They have the responsibility to execute business in the entire Mizuno Group, including Mizuno Corporation.

Internal Audits and Audits Conducted by the Audit and Supervisory Committee

The Internal Audit Office of Mizuno Co., Ltd. is responsible for the internal audit of the Mizuno Group, and the Legal Affairs Department, Accounting and Finance Department, and the Human Resources and General Affairs Department work together to collect and investigate information. Internal Audit Office is in charge of Mizuno Group’s Internal Audit. Internal Audit Office audits the validity and legality of execution of business and procedure internally, and then reports the results to auditors. To ensure the effectiveness of auditor’s audit, Board of Directors ask Internal Audit Office to collect necessary information and investigate, execute close cooperation on exchanging information and opinions.
To understand the status of the development and operation of internal control, the internal auditors attend meetings and read documents as appropriate to check the soundness of the transactions and decision-making involved in this process, and ask the relevant division to provide explanations if necessary. These efforts will increase the effectiveness of the internal audit activities.

Internal control system

According to the contents of the system for ensuring the appropriateness of business (basic policy on upgrading the internal control system) resolved by the Board of Directors, Mizuno clarified that it would take responsibility for upgrading the internal control system of the Mizuno group, including its subsidiaries, and that its subsidiaries would execute their business activities under the same policy management as the headquarters and the same operation of the risk management system.

Regarding the directors of our subsidiaries, we respect their autonomy and expertise, and it is stipulated that the important matters according to qualitative and quantitative significance shall be approved by the board of directors, executive directors or executive officers in accordance with the regulations. We believe that the appropriateness of the subsidiary company business activities will not be impaired.

To ensure the reliability of financial reporting on the consolidated financial results, Mizuno established an internal control reporting system correspondence committee chaired by the director in charge of accounting and financial affairs, and drew up internal control regulations to implement the development, operation and evaluation of internal control systems in all divisions and subsidiaries of Mizuno Corporation.

For the purpose of rapidly disclosing information to be disclosed on a timely basis, such as material facts concerning the Mizuno Group upon decisions made by the Board of Directors, the director in charge of accounting and financial affairs will act as the entity responsible for handling information to implement stringent information management. In particular, transactions involving shares undertaken by officers and other insiders are under strict control by monitoring. Mizuno rigidly implements the system to prevent insider trading.

Executive Remuneration

Unit (million yen)
For remuneration Total amount Amount of Compensation by Type Number of subjects (Person)
Fixed remuneration Performance-based remuneration Restricted share compensation
Director*1 184 158 23 2 4
External Director*2 7 7 - - 1
(Audit & Supervisory Committee member)
18 18 - - 2
External Director (Audit & Supervisory Committee member) 14 14 - - 2

*1 Excluding Audit & Supervisory Committee member
    Excluding External Directors
*2 Excluding Audit & Supervisory Committee member
*3 Excluding External Corporate Auditors

Risk Management

For clarifying responsibilities of risk management, Mizuno sets up “Risk Management Committee” being chaired by President. Basing on “Risk Management Inner Rules”, Risk Management Committee pulls out all kinds of risk associated with business activities, oversees whole Mizuno group’s Risk Management on evaluation, measures implemented and information disclosure.
Our departments and subsidiaries are implementing their trainings and making their manual books, endeavor to create mechanisms which can cope with each kind of risk foreseeable. Also, establish on “Crisis Management Manual Book” how to respond when there is foreseeing or discovery on natural disaster, sabotage from outside, illegality etc.

SUSTAINABILITY Management System

The Sustainability Promotion Committee, chaired by the Representative Director, determines and implements the policies and plan related to the social responsibilities of the Mizuno Group. The decisions made by the Sustainability Promotion Committee are extended to all divisions and Group bases after setting specific targets.

* The SUSTAINABILITY Management System from FY2018 is described in “SUSTAINABILITY Promotion System.”