Corporate Governance

Based on the corporate philosophy of "Contributing to society through the advancement of sporting goods and the promotion of sports" and our belief that the rationality and objectivity of management decisions and the swiftness and transparency of decision making are important to improve the corporate value of the Group, we strive to build and strengthen a corporate governance system that can realize them.

Please refer to the Financial Report for details of our corporate governance.

With a resolution of the 103rd Ordinary General Meeting of Shareholders held on June 23, 2016, the corporate governance system has been transferred to a company with an audit and supervisory committee. Directors serving as Audit and Supervisory Committee members have voting rights on the Board of Directors and are expected to help improve the effectiveness of audits and supervision compared to corporate auditors. We believe that this leads to the enhancement of corporate governance.

Our Articles of Incorporation stipulate that the number of directors shall be seven or less (excluding directors serving as Audit and Supervisory Committee members) and that the number of directors serving as Audit and Supervisory Committee members shall be three or less. As of July 1, 2022, we have five directors (excluding directors serving as Audit and Supervisory Committee members) and three directors serving as Audit and Supervisory Committee members.

Of the five directors (excluding directors serving as Audit and Supervisory Committee members), four are directors who execute business, including the President (CEO), and one is an outside director.

When appointing nominees for the Board of Directors, we adhere to specific standards. Nominees should possess extensive knowledge and experience along with profound insights related to group management, and they must demonstrate the aptitude, character, and judgement appropriate for a directorial role. The process of selection also considers the balance of knowledge, experience, and specialty skills, while ensuring diversity within the Board of Directors.
Moreover, when it comes to external director nominees, Mizuno mandates compliance with our predefined standards and guidelines pertaining to independence.

Of the three directors serving as Audit and Supervisory Committee members, one is a full-time Audit and Supervisory Committee member and two are part-time outside directors. The Audit and Supervisory Committee uses the internal control system to audit and supervise the status of business execution throughout the Group, including the execution of duties by directors. In addition, Audit and Supervisory Committee members work with accounting auditors to improve the efficiency of audits.

The Chairman of the Board of Directors is also the serving President (Representative Director) Outside directors are expected to express their opinions with an open mind from an objective and neutral standpoint at the Board of Directors meetings without being bound by industry practices and business relations. We believe that they help improve the rationality and transparency of decision making and management decisions of the Board of Directors. Currently, the ratio of outside directors on the Board of Directors is 37.5%.

Mizuno has in place the Nomination and Compensation Committee as a voluntary advisory body that is equivalent to nomination and compensation committees. The independence of this committee is ensured by the appointment of independent outside directors to constitute a majority of its members. With regard to the appointment of directors, the Board of Directors seeks advice on the candidates determined based on the aforementioned criteria. The Committee then deliberates on the suitability of the candidates in light of these standards and reports back to the Board of Directors.
We have also introduced an executive officer system. Under this system, the Board of Directors fulfills the function of strategy formulation and management supervision, and executive officers are responsible for business execution, thereby aiming to ensure management transparency and speed up decision making. Executive officers are in charge of each management area, including business divisions (products handled and sporting events), sales channels, sales areas (including overseas), and subsidiaries, and are responsible for business execution in their management area throughout the Mizuno Group.

Important issues discussed in the Sustainability Operations Council and the Risk Management Committee are reported to the Board of Directors. Furthermore, the progress of matters discussed and decided upon in the Board of Directors is supervised by the Board itself. For more details about the management structure related to sustainability, please refer to the "Sustainability Operations Structure".

The Internal Audit Office of Mizuno Corporation conducts internal audits of the Mizuno Group in cooperation with the legal division, the accounting and finance division, and the human resources and general affairs division, which collect information and conduct investigations. The Internal Audit Office conducts internal audits to ascertain the validity and legality of business execution and procedures and reports the audit results to executive directors in charge of internal control and the Board of Directors as needed.To ensure the effectiveness of the Audit and Supervisory Committee, the Board of Directors requests the Internal Audit Office to collect the necessary information and conduct investigations and closely cooperates with it by exchanging information and opinions.

For the purpose of grasping the status of development and operation of internal control, internal auditors attend meetings and inspect documents as appropriate and ask for explanations from the relevant divisions as needed to check the appropriateness of transactions and the decisions that are made in the process of transactions. Thus, we work to improve the effectiveness of internal audits.

Mizuno Corporation is involved in the development and operation of the internal control system of the Mizuno Group, including its subsidiaries, in accordance with the "system for ensuring the appropriateness of business" (basic policy on the development of the internal control system) established by a resolution of the Board of Directors. It has clarified that subsidiaries should perform their business activities and operate their risk management system under the same policy management as Mizuno Corporation.

In addition, to ensure the reliability of financial reports related to the consolidated financial results, the Response Committee for the Internal Control Reporting System, chaired by the executive director in charge of accounting and finance, develops, operates, and evaluates the internal control system across all organizations of the Mizuno Group based on the Internal Control Regulations.

To promptly announce information that should be disclosed in a timely manner, such as important facts related to the Mizuno Group, upon decision of the Board of Directors, the executive director in charge of accounting and finance thoroughly manages information as the person responsible for handling information. In particular, stock trading by officers and other insiders is tightly controlled through monitoring and is strictly supervised to prevent the occurrence of insider trading.

To clarify the responsibility system for risk management, we have established the Risk Management Committee, chaired by the President (CEO). The Risk Management Committee is responsible for identifying and evaluating all types of risks associated with business activities and overseeing risk management concerning the implementation of countermeasures and information disclosure throughout the Mizuno Group based on the Risk Management Regulations.

Each department and subsidiary of Mizuno Corporation conducts training and prepares manuals on risk management to ensure a system that can respond to various foreseeable risks in each field. We have also prepared the Crisis Management Manual, which explains how to foresee and respond to natural disasters, sabotage from outside the company, and fraud.

Meanwhile, matters concerning the short-, medium-, and long-term impacts of climate-related risks are placed on the agenda of the Risk Management Committee, which has been in charge of more specific discussions about those matters since FY 2021. For information about the identification, assessment, and management of climate-related risks, please refer to the TCFD Report.

Climate Change Strategy "Disclosures in accordance with the TCFD recommendations"