Corporate Governance Sustainability
Basic Concept
Under the tag line “SPORTS FIRST,” Goldwin’s mission is to realize a fulfilling and healthy lifestyle through sports. We recognize that it is essential for our business activities to fulfill our social responsibilities as a company, which include compliance with laws and regulations, establishment of internal control, improvement of customer service, emphasis on the environment, thorough occupational safety and health management, protection of human rights, and social contribution. It is also essential that we are trusted by all stakeholders, that we seek to expand our profitability, strengthen/improve our management structure, and that we maintain long-term and stable return of profits to our shareholders.
With this as our foundation, we strive to improve our management fairness and transparency, make accurate and prompt decisions, and execute our businesses efficiently in order to strengthen and enhance corporate governance. We thoroughly instill these ideas in all of our officers and employees through our principle “Strong, Fast, Transparent Management.”
Strong management
We will strengthen our financial position by bolstering our selection and focus while proactively investing for the mid-to long term to increase our corporate value
Fast management
We will be agile in responding to changes in customer needs by optimizing product development, procurement and marketing to promote an actua demand business.
Transparent management
We will focus our attention on the balance between work and home life while operating our company in an environmentally friendly way and remaining steadfast in offering transparent information.
Note: Institutional design is a company with an Audit and Supervisory Board
Note: As of June 26, 2024
External directors:
5 out of 12 directors
External auditors:
3 out of 4 auditors
Female directors:
2 out of 12 directors
| Institutions | Structure | Activities |
|---|---|---|
| Board of Directors | Chairperson: Chairman and Representative of Board 12 directors, 4 auditors |
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| Nomination / Compensation Committee | Chairperson: External director 4 internal directors, 5 external directors |
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| Governance Committee | Chairperson: External director 4 internal directors, 2 external directors, 1 full-time corporate auditor |
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| Executive Management Meeting | Chairperson: President and Representative of Board 5 directors, 4 corporate officers, 1 full-time corporate auditor |
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| Board of Auditors | Chairperson: Full-time corporate auditor 1 full-time corporate auditor, 3 external auditors |
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| Sustainability Advisory Board | 12 directors, 4 auditors, 2 executive officers, 2 advisory committee members (external experts) |
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Appointment of Directors, Auditors and Corporate Officers
In designating director and auditor candidates, their career, insights, character and other attributes are extensively reviewed by the Board of Directors, which decides the suitability of their appointment based on the content of deliberations by the Nomination/Compensation Committee, an advisory body to the Board of Directors. In the event of a director’s violation of the law or articles of association or a reason deemed to make the rightful execution of other duties infeasible, the Board of Directors deliberates and decides their dismissal or other discipline.
Corporate officers are appointed by a decision of the Board of Directors to contribute to increasing our corporate value in the medium- to long term. The conditions for dismissal of corporate officers are stipulated in the Corporate Officer Guidelines. Corporate officers who meet these conditions are dismissed by a decision of the Board of Directors.
| Directors | Corporate management | Finance and accounting | Human resources and career development | Governance and legal affairs | Research and development | Manufacturing technology | Sales | Marketing | Global experience | Social/Environmental | IT | Sports literacy |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Akio Nishida (Chairman and Representative Director) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||||
| Takao Watanabe (President and Representative Director) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | ||||
| Yoshiteru Nishida (Director and Senior Managing Officer) | 〇 | 〇 | 〇 | 〇 | 〇 | |||||||
| Eiichiro Homma (Director and Vice President) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||||
| Michio Shirasaki (Director and Senior Managing Officer) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | ||||||
| Hikari Mori (Director and Senior Managing Officer) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||||
| Rie Akiyama (External Director) | 〇 | 〇 | 〇 | |||||||||
| Ichiro Yoshimoto (External Director) | 〇 | 〇 | 〇 | 〇 | 〇 | |||||||
| Dai Tamesue (External Director) | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | ||||||
| Akira Tsuchiya (External Director) | 〇 | 〇 | 〇 | 〇 | 〇 | |||||||
| Naoko Imoto (External Director) | 〇 | 〇 | 〇 | 〇 |
Appointment of External Officers
The Company has established criteria regarding the independence of external officers, and appoints independent external officers who have no vested interests in the Company. The Company has notified the Tokyo Stock Exchange of all external directors and external auditors as independent directors/auditors. The criteria regarding the independence of external officers require that external officers must not fall under any of the following categories.
- A person who is not currently, or who has not in the past 10 years been, a director (excluding external directors), auditor (excluding external auditors), or employee of the Company and its consolidated subsidiaries (hereinafter collectively referred to as the “Group”).
- A person to whom, prior to assuming their position, none of the following has applied in the past three years, including the current business year.
- A current major shareholder*1 of the Company or an executive*2 of such major shareholder
- An executive of a company or other entity that falls under either of the following
- A major client*3 of the Group
- A person in which the Group directly or indirectly holds 10% or more of the total voting rights, or an executive of such
- A person who is employed by the audit corporation that is the financial auditor of the Group
- A consultant, accountant, certified public tax accountant, attorney, judicial scrivener, patent attorney, or other professional who has received large sums of money or other assets*4 from the Group
- A person who has received a large donation*5 from the Group
- An executive of a company to which the Group’s executives are appointed as officers
- In cases where a person who falls under any of the categories in 2 above is an important person,*6 the spouse or relative of that person up to the second degree of kinship
- Not withstanding the provisions of the preceding categories, any other person who is deemed to have to have a special reason that may cause a conflict of interest with the Company
*1. The term “major shareholder” means a shareholder who, at the end of the Company’s most recent business year, holds 10% or more of the voting rights in either their own name or in the name of another person.
*2. The term “executive” means an executive as defined in Article 2, paragraph (3), item (vi) of the Regulations for Enforcement of the Companies Act.
*3. The term “major client” means one whose transaction amounts exceed 2% of either the Company’s consolidated net sales or the client’s consolidated net sales.
*4. The phrase “large sums of money or other assets” means, in the case of an individual, an amount of 10 million yen or more per year on average for the past three business years, and in the case of a corporation, etc., 2% or more of the consolidated net sales of that corporation, etc.
*5. The term “large donation” means an amount of money or other property exceeding 10 million yen per year on average for the past three business years; provided, however, that, if the person receiving the donation is a corporation, partnership, or similar organization, the term means an amount exceeding 2% of the organization’s gross revenue or ordinary income, whichever is greater.
*6. The term “important person” means a director, executive officer, corporate officer, or other executive at or above the rank of general manager, or an executive with equivalent authority.
| Director | Yuko Moriguchi | Moriguchi attended 17 of the 17 meetings of the Board of Directors held during the business year under review, and asked questions and expressed opinions as appropriate based on her wealth of experience and insight cultivated over many years as a professional athlete. As a member of the Nomination/Compensation Committee, Moriguchi deliberated objectively on personnel matters and the compensation framework, etc. for representative directors and directors. |
|---|---|---|
| Director | Rie Akiyama | Akiyama attended 17 of the 17 meetings of the Board of Directors held during the business year under review, and asked questions and expressed opinions as appropriate based on her wealth of experience and deep insight primarily as a legal professional. As chair of the Governance Committee, she strengthens the governance framework. Also as a member of the Nomination/Compensation Committee, Akiyama deliberated objectively on personnel matters and the compensation framework, etc. for representative directors and directors. |
| Director | Ichiro Yoshimoto | Yoshimoto attended 17 of the 17 meetings of the Board of Directors held during the business year under review, and asked questions and expressed opinions as appropriate based on his wealth of experience and insight cultivated over many years as a business owner. As chair of the Nomination/Compensation Committee, Yoshimoto deliberated objectively on personnel matters and the compensation framework, etc. for representative directors and directors. |
| Director | Dai Tamesue | Tamesue attended 17 of the 17 meetings of the Board of Directors held during the business year under review, and asked questions and expressed opinions as appropriate based on his wealth of experience and insight cultivated over many years as an athlete. As a member of the Nomination/Compensation Committee, Tamesue deliberated objectively on personnel matters and the compensation framework, etc. for representative directors and directors. |
| Auditor | Akiyuki Shiobara | Shiobara attended 17 of the 17 meetings of the Board of Directors and 16 of the 16 meetings of the Board of Auditors held during the business year under review, and asked questions and expressed opinions as appropriate based on his wealth of knowledge and experience that he accumulated primarily in related industries and originally from working at a major trading company. |
| Auditor | Hidenao Yoichi | Yoichi attended 17 of the 17 meetings of the Board of Directors and 16 of the 16 meetings of the Board of Auditors held during the business year under review, and asked questions and expressed opinions as appropriate based on his wealth of knowledge and experience that he accumulated primarily in related industries and originally from working at a major trading company. |
| Auditor | Tsutomu Morita | Morita attended 17 of the 17 meetings of the Board of Directors and 16 of the 16 meetings of the Board of Auditors held during the business year under review, and asked questions and expressed opinions as appropriate based on his wealth of knowledge and deep insight primarily as a bank executive. |
Initiatives to strengthen corporate governance
We recognize that upgrading our corporate governance, while also increasing management efficiency, soundness, and transparency, are key issues for improving the common interests of our shareholders, achieve sustainable growth and increase corporate value, and we are strengthening our systems to this end. Specifically, to execute operations swiftly and effectively, we are strengthening our internal control functions and implementing operational rules, including those related to authority and duties, to enhance effectiveness, and establishing a compliance framework, initiating risk management efforts, and ensuring management transparency and fair information disclosure.
About the Board of Directors
The Board of Directors, recognizing its fiduciary and accountability responsibility to shareholders, is committed to the company’s sustainable growth and enhancing corporate value over the medium and long term. In addition to making decisions on key business executions, the Board supervises business operations, primarily led by five external directors. To clarify each director’s management responsibilities and establish a management system that can swiftly adapt to changes in the business environment, the directors’ terms are set at one year ensuring that shareholders’ intentions are promptly reflected.
In fiscal 2023, the Board of Directors prioritized deliberations on the following points.
[Business Plan and Medium-Term Management Policy]
The Board deliberated on the formulation of the business plan and medium-term management policy, along with significant matters related to business execution.
Establishment of the Nomination/Compensation Advisory Committee
To ensure fairness and transparency in decisions regarding the nomination and compensation of directors and executive officers, we have established a Nomination and Compensation Advisory Committee. Composed of a majority of external directors, the committee deliberates on matters related to the nomination of director and auditor candidates in response to consultations from the Board of Directors, and provides its recommendations to the Board.
In FY 2023, the committee prioritized deliberations on the following points.
[Remuneration for Directors and Auditors from June 2023 Onward]
We discussed the total amount of director remuneration, including basic and performance-related compensation.
[Skills Matrix]
We revisited the skills and experience required for our directors and updated the skills matrix accordingly.
[Executive Training]
We participated in a web seminar focused on the role of directors and corporate governance.
[Nomination of Director Candidates from June 2024 Onward]
We deliberated on the candidates for directors from June 2024 onwards based on the updated skills matrix.
Purpose of establishing the Nomination/Compensation Committee
The Nomination/Compensation Committee has been established as a discretionary advisory body to the Board of Directors for the purpose of enhancing the independence, objectivity, and accountability of the Board of Director’s functions in relation to the nomination and compensation, etc. of directors, thereby further strengthening our corporate governance.
Authority and role of the Nomination/Compensation Committee
The Nomination/Compensation Committee deliberates and makes draft decisions on the following matters in response to requests for advice from the Board of Directors.
- Matters related to the nomination of director candidates
- Matters related to the dismissal of directors
- Matters related to compensation for directors
- Matters related to the basic policies and standards for (1) through (3) above
- Matters related to succession planning (including training) for directors
- Other matters for which the Board of Directors requests advice from the Nomination/Compensation Committee
Composition of the Nomination/Compensation Committee
The Nomination/Compensation Committee shall consist of at least three members, the majority of whom shall be independent external directors. The Nomination/Compensation Committee for the current term consists of six members, four of whom are independent external directors.
Evaluating the Efficacy of the Board of Directors
We evaluate the efficacy of the Board of Directors annually. In FY 2023, the efficacy of the Board of Directors was evaluated under the following process. Guidance in survey analysis was obtained from an external organization to increase the transparency of the evaluation.
In FY 2023, a questionnaire survey was conducted in December 2023, and discussed by the Governance Committee in January 2024. As a result, we confirmed that while there is still some room for improvement, the efficacy of the Board of Directors is generally realized.
Evaluation process
- Collection of surveys from all directors and auditors
- Analysis of survey results
- Discussions in the Governance Committee based on the analysis results
Survey items
- Composition of the Board of Directors
- Board of Director operations
- Information provision to external officers
- Improvements from the previous fiscal year
- Overall evaluation
Training for Directors and Auditors
Our internal directors and auditors attend external seminars for the purpose of self-development, including acquiring new ways of thinking and real-time information. We encourage them to join external groups and actively participate in interpersonal networks (exchanges with people in other industries) and add to their knowledge. We hold lectures for external directors and auditors when they begin their appointments to provide them with an overview of our Group, our basic mission and our management plans. After they assume their positions, they attend external seminars, we hold briefings for them on our business activities, and provide Group property and facility tours. Expenses for attending external seminars are borne by the company.
Executive Compensation
Goldwin’s officer incentive scheme aims to provide fair compensation corresponding to each officer’s role and responsibilities, with the basic policy of promoting sustainable growth and improving medium- to long-term corporate value. The compensation system and criteria are revised objectively considering economic conditions, our performance, and criteria at other companies.
The designation and dismissal of director candidates are decided by the Board of Directors after deliberation by the Nomination/Compensation Committee, which is comprised of a majority of external officers. Specifically, compensation for internal directors consists of basic compensation, performance-related compensation, and non-monetary compensation. The ratio of each is decided by the Board of Directors after deliberation by the Nomination/Compensation Committee. The guideline for the compensation ratios is basic compensation: performance-related compensation (monetary compensation): performance-related compensation (non-monetary compensation) = 70:15:15. External directors responsible for auditing functions are only paid basic compensation, in view of their duties. The amount of individual compensation is decided by the Board of Directors after deliberation by the Nomination/Compensation Committee, within the compensation limits decided at the shareholders’ meeting.
| Types of compensation | Payment method (fixed/variable) |
Content of compensation |
|---|---|---|
| Basic compensation | Cash (fixed) |
At Goldwin, basic compensation for directors is fixed monthly and paid evenly each month. Basic compensation corresponds to the position and responsibilities. |
| Performance-based compensation | Cash (variable) |
Performance-based compensation aims to heighten awareness of yearly performance improvements by paying internal directors a uniform amount for each month of the following year. The amount of performance-based compensation is decided based on companywide performance each business year. The target performance indicators are revised as needed based on a review by the Corporate Planning Department corresponding to changes in the business environment. |
| Stock-based compensation | Non-monetary (variable) |
Non-monetary compensation aims to incentivize sustainable growth and improved corporate value in the medium- to long term and to enhance value sharing with shareholders by granting restricted stock to internal directors. The number of shares granted is determined taking into account the position and responsibilities. After consulting the Nomination/Compensation Committee, the Board of Directors also determines the duration and terms for providing specific compensation. |
| Officer classification | Total compensation (Millions of yen) |
Total of each type of compensation (Millions of yen) |
Number of relevant officers (officers) |
|||
|---|---|---|---|---|---|---|
| Fixed compensation | Performance-based compensation | Retirement allowance | Non-monetary compensation in the left columns | |||
| Directors (excluding external directors) |
364 | 300 | 64 | － | 53 | 6 |
| Auditors (excluding external auditors) |
18 | 18 | － | － | － | 2 |
| External officers | 66 | 66 | － | － | － | 7 |
Approach to Cross-shareholding
We believe that cooperative relationships with various companies in the areas of development, production, and financing is necessary to continue achieving growth in the future. We may therefore hold shares for purposes other than investment, when deemed necessary to increase corporate value in the medium- to long term, after considering the business strategy and business objectives jointly with the business partner.
At the same time, every year, the Board of Directors examines each share currently held based on our policy of reducing cross-held shares that are considered to be of little significance. As a result of that examination, we continue to hold stocks for which the purpose of holding is appropriate and the benefits and risks associated with holding are commensurate with the capital cost. For other stocks, we sell them off promptly, taking into account stock price and market trends.
Exercising voting rights pertaining to cross-shareholding is approved when the resolution being voted on is expected to help to increase our corporate value, or is expected to benefit efficient and sound management for the issuing company and increase its corporate value.