Corporate Governance

Following a resolution at the 103rd Ordinary General Meeting of Shareholders held on June 23, 2016, Mizuno transitioned its corporate governance framework to that of a company with an Audit and Supervisory Committee. Directors serving as Audit and Supervisory Committee members have voting rights on the Board of Directors. Mizuno expects this structure to make auditing and supervision more effective than under a corporate auditor system and thereby strengthen corporate governance.

The Articles of Incorporation stipulate a maximum of seven directors (exclusive of directors who are Audit and Supervisory Committee members) and a maximum of three directors who are Audit and Supervisory Committee members. As of July 1, 2026, the Company has five directors (exclusive of directors who are Audit and Supervisory Committee members) and three directors who are Audit and Supervisory Committee members.

Of the five directors (exclusive of directors who are Audit and Supervisory Committee members), 4, including the president and representative director, are responsible for business execution, while 1 is an outside director.

When selecting candidates for director, Mizuno requires that they possess extensive knowledge and experience, deep insight into group management, and the ability, character, and sound judgment appropriate for a director. Selections also take into account the need to balance knowledge, experience, and expertise and to ensure diversity on the Board of Directors. Moreover, candidates for outside director must satisfy the standards and policies concerning independence established by Mizuno.

Of the three directors who are 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 business execution throughout the Group, including the execution of duties by directors. In addition, Audit and Supervisory Committee members endeavor to improve audit efficiency through coordination with the Accounting Auditor.

The president and representative director serves as chair of the Board of Directors. At meetings of the Board of Directors, outside directors are expected to express opinions from an objective and neutral standpoint, free from preconceptions based on industry practices, business relationships, or similar factors. Mizuno believes that their participation helps improve the rationality and transparency of decision-making and management judgment by the Board of Directors. Outside directors currently account for 37.5% of the Board of Directors.

Mizuno has established the Nomination and Compensation Committee as a voluntary advisory body to the Board of Directors equivalent to a nomination committee and a remuneration committee. The independence of the Committee is ensured by having independent outside directors constitute a majority of its members. For the selection of directors, the Board of Directors consults the Committee on candidates selected in accordance with the aforementioned criteria, and the Committee deliberates on their suitability against the criteria and submits its recommendations to the Board of Directors.
We have also adopted an executive officer system. Under this system, the Board of Directors performs the functions of strategy formulation and management oversight, while executive officers are responsible for business execution, helping to ensure management transparency and accelerate decision-making. Executive officers are assigned responsibility for specific management areas, including business divisions (products handled and sports categories), sales channels, sales regions (including overseas markets), and subsidiaries, and bear responsibility for business execution in those areas across the Mizuno Group.

Significant issues discussed by the Sustainability Operations Council and the Risk Management Committee are reported to the Board of Directors, which also oversees progress on matters it has deliberated and decided. For additional details on the sustainability management structure, please refer to “Sustainability Governance Structure.”

Internal audits of the Mizuno Group are conducted by the Internal Audit Office of Mizuno Corporation, which has established a framework for gathering necessary information and conducting investigations in coordination with the Legal Affairs, Accounting and Finance, and Human Resources and General Affairs divisions. The Internal Audit Office conducts audits of the appropriateness, legal compliance, and other aspects of business execution and related procedures and reports the results, as appropriate, to the executive officer in charge of internal control and the Board of Directors.
To assess the status of the development and operation of internal control, the Internal Audit Office attends meetings and reviews documents as appropriate to verify the appropriateness of transactions and related approvals in the process, and requests explanations from relevant divisions as necessary. The Internal Audit Office also strives to enhance the effectiveness of internal audits by proposing improvements based on audit results and confirming the status of corrective actions (follow-up).

Internal audits are conducted in accordance with the annual audit plan and cover Group companies and divisions, while audit themes and targets are reviewed flexibly in light of the status of risks and other relevant factors. From the perspective of ensuring the effectiveness of audits by the Audit and Supervisory Committee, the Board of Directors requests the Internal Audit Office to gather information and conduct investigations as necessary, while the Audit and Supervisory Committee, the Accounting Auditor, and the Internal Audit Office exchange information and views and coordinate with one another.

The Audit and Supervisory Committee consists of directors who are Audit and Supervisory Committee members and is responsible for auditing and supervising the execution of duties by directors. In addition to attending meetings of the Board of Directors, Audit and Supervisory Committee members attend important meetings, including the Executive Officers’ Meeting and the Management Council, to monitor management execution. At meetings of the Audit and Supervisory Committee, in addition to reports from the full-time Audit and Supervisory Committee member, the Committee receives audit-related reports from the Internal Audit Office, the Accounting and Finance, Human Resources and General Affairs, Legal Affairs, and other relevant divisions, and exchanges views with them. The Committee also coordinates with the Internal Audit Office and the accounting auditor and shares information and exchanges views as necessary, thereby conducting systematic and effective audits.
The Company focuses its audit and supervisory activities on the development and operation of the risk management and compliance frameworks, the status of responses to key management issues, and matters related to the Group-wide internal control system.

Mizuno Corporation promotes 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 for the development of the internal control system) , as established by resolution of the Board of Directors. The subsidiaries conduct business activities under a policy management framework shared with Mizuno Corporation and take a unified Group-wide approach to operating the risk management system.
In addition, to ensure the reliability of financial reporting relating to consolidated results, Mizuno Corporation has established the Response Committee for the Internal Control Reporting System, chaired by the executive officer in charge of accounting and finance, which develops, operates, and evaluates the internal control system throughout the Mizuno Group in accordance with the Internal Control Regulations.
For material facts concerning the Mizuno Group and other information requiring timely disclosure, Mizuno Corporation has established an information management framework, with the executive director in charge of accounting and finance serving as the person responsible for information handling, to enable prompt disclosure following a decision by the Board of Directors.
In particular, share trading by insiders, including officers, is strictly controlled through monitoring and other measures to help prevent insider trading.

Based on issues identified through evaluation results, audits, and other processes, the Company makes corrections and improvements as necessary. It works to maintain and enhance the effectiveness of its internal control system through communication, training, and other initiatives for relevant personnel.

To clarify responsibility for risk management, the Company has established the Risk Management Committee, chaired by the president and representative director. In accordance with the Risk Management Regulations, the Risk Management Committee is responsible for overseeing risk management across the Mizuno Group, including the identification and assessment of all types of risks associated with business activities, the implementation of countermeasures, and information disclosure.

Each department and subsidiary of the Company conducts training, prepares manuals, and takes other measures to maintain systems capable of addressing the various foreseeable risks in its respective area. Furthermore, the Crisis Management Manual sets out response procedures for emergencies that could seriously disrupt business continuity, such as natural disasters, accidents, and outbreaks of infectious disease.

Meanwhile, the Risk Management Committee has placed aspects considered relevant to climate change risks over the short, medium, and long term on its agenda and has engaged in more specific discussions since FY2021. Detailed information on the identification, assessment, and management of climate-related risks is provided in the disclosures based on the TCFD recommendations.

“Disclosure Based on the TCFD Recommendations”