Corporate Governance

Practicing Transparent Management and Corporate Governance

Partnering with Our Shareholders and Investors ―
GOLDWIN will continue the effort to enhance the transparency of its management practices to ful ll corporate social responsibilities with strong ethics.
And will achieve fair and efficient corporate management through effective governance and full regulatory compliance.

Corporate Governance

GOLDWIN gives the top priority on an establishment of sound corporate governance in order to achieve fair and ef cient corporate management and keep pace with a rapidly changing management environment.
The term of our directors is limited to one year and the scope of their responsibilities is clearly de ned. The Board of Directors meets once a month but can meet at any time if necessary.
The Board makes decisions on matters prescribed by law and on those matters that are material to the company’s operations. It also supervises the company’s business performance and prepares a progress report. There are ten directors, two of whom are external. The Board appoints the executive officers for each department, who carry out their responsibilities under the Board’s authority in accordance with the management strategies set out by the Board. The executive meeting attended by the directors, full-time statutory auditing of cers and executive of cers, is held once a month to discuss and decide on matters concerning business operations.
The Board of Auditors consists of four statutory auditing of cers, three of whom are external. They monitor the performance of the directors and express their views at board meetings, thereby contributing to sound management and improved public con dence.
The Of ce of Internal Audit, the department responsible for internal monitoring, is not af liated with any other operating units or offices. Thus it is able to make an independent and impartial assessment of: compliance with all applicable laws, regulations, and internal bylaws; the improvement in business performance and operating ef ciency; a performance of the internal control system. The Of ce reports its ndings to the representative directors, executive directors, and full-time auditing of cers.
The Corporate Governance Code has been established at the Tokyo Stock Exchange and has been applied as a security listing regulation since June 1, 2015. GOLDWIN is committed to enforcing the Code in an appropriate manner, respecting each of its principles. The company’s compliance with the Code is disclosed through a corporate governance report from time to time.

Internal Control System: Ensuring Appropriate Operations

GOLDWIN’s vision of “Sports First” is expressed through its corporate philosophy, management policy, and code of conduct. Through the united effort of all our management and staff to achieve this vision, we have developed and maintained an internal control system in order to establish an appropriate organizational structure, set up rules and regulations, communicate information, and monitor operational progress. The internal control system is reviewed periodically and improvements are made to ensure that all company operation remains compliant and efficient.

Basic Policies on Internal Control System

The following describes GOLDWIN’s policies for ensuring that its directors perform their duties in compliance with legal requirements and its Articles of Incorporation, and that GOLDWIN conducts all other business in an appropriate manner.

  1. Measures to ensure that GOLDWIN’s directors and employees perform their duties in compliance with legal requirements and its Articles of Incorporation:
    GOLDWIN will enforce a strict observance of compliance and establish a monitoring program to ensure that its directors act in compliance with laws and regulations. None of GOLDWIN’s directors or employees will have any dealings whatsoever with anti-social forces.
  2. Measures for preserving and managing information related to the performance of duties by directors:
    Any information related to the performance of duties by GOLDWIN’s directors will be properly kept and managed in accordance with laws and regulations as well as internal bylaws.
  3. Regulations and other measures for managing risk of loss:
    GOLDWIN will develop a comprehensive strategy to manage the potential risks to GOLDWIN in order to prevent the risk of loss from arising. We will have contingency plans in place, so as to minimize the loss to the best of our ability even if a risk of loss occurs.
  4. Measures to ensure efficient performance of duties by directors:
    GOLDWIN will ensure its directors can perform their duties efficiently and effectively by setting out its corporate philosophy, developing a clearly defined Group management plan, and implementing appropriate management and control.
  5. Compliance of business operations conducted at GOLDWIN and its subsidiaries:
    The Group’s corporate philosophy and management policies are thoroughly communicated to each Group company to ensure the full compliance of its business operations.
  6. Measures concerning employees assisting statutory auditors and the independence of such employees:
    When statutory auditors request support staff to assist with their work, GOLDWIN will appoint those with sufficient reliability, experience, and expertise on an exclusive basis.
  7. Measures to allow reporting by directors and employees to statutory auditors, and other measures to ensure effective audits:
    GOLDWIN will provide opportunities and measures to ensure that directors and employees can report to statutory auditors in an appropriate manner.

Basic policies for eliminating the influence of anti-social forces

  1. It is the policy of GOLDWIN to have absolutely no dealings whatsoever with any anti-social forces that pose a threat to the peace and order of civil society and to strictly reject any demands made by anti-social forces.
  2. GOLDWIN has established an office responsible for handling issues relating to anti-social forces. The Office collects and manages information within GOLDWIN, and has been upgrading and strengthening its measures for eliminating the influence of anti-social forces in collaboration with the police, groups against organized crimes, and legal counsel.

Compliance System

GOLDWIN and Group companies follow our internal whistleblowing system and ensure that our external directors and auditors are able to express their opinions from an independent and objective point of view at Board of Directors and Board of Auditors meetings. By doing so, the company solidifies its compliance system and ensures that its directors and auditing officers perform their duties in a lawful manner. The company also conducts compliance workshops designed for all employees every year (in FY2017, 61 workshops attended by 95.1% of our employees were held). In addition, at various other workshops held throughout the year we ensure that all of our employees have a complete understanding of relevant laws and regulations, the company’s corporate philosophy, and our code of conduct. Through internal auditing and internal control evaluation we verify that our operational procedures and manuals are adhered to at the main offices in each business area.
GOLDWIN distributes to all employees a “Compliance Card,” a portable guide on the company’s internal whistleblowing system, code of conduct, and standards of conduct, and requires them to carry it at all times. We also periodically issue a “Compliance Magazine,” an internal e-newsletter, to help raise the awareness of our employees regarding compliance issues.

Corporate Code of Conduct / Employees’ Code of Conduct

[Corporate Code of Conduct]

    1. GOLDWIN will endeavor to comply with laws and social conventions and undertake sound corporate activities in the spirit of fair play.
    2. GOLDWIN will disclose its corporate information in a proactive and fair manner to its shareholders, investors, customers, and business partners in its effort to increase transparency in management. GOLDWIN will ensure that a wide range of information, including personal and customer information, is protected and controlled.
    3. GOLDWIN will develop and provide products and services that are socially meaningful and safe in order to secure the satisfaction and trust of consumers and customers.
    4. GOLDWIN will respect the diversity, personality, and individuality of employees, secure a safe and accessible working environment, and provide comfort and economic well-being.
    5. GOLDWIN will contribute to the development of the sporting culture through its corporate activities and actively engage in activities that will benefit communities.
    6. In overseas business activities, GOLDWIN will not only adhere to the international rules and local laws, but also respect the local culture and customs and operate in such a manner as to contribute to their preservation and promotion.
    7. GOLDWIN’s top executives are aware that they are responsible for carrying out the spirit of the Code of Conduct and will act accordingly to demonstrate the spirit. They will communicate the importance of the Code of Conduct not only internally within the Group but also to its business partners. They will also ensure that they pay attention to the voices inside and outside the company so that it can evolve to become a more efficient and effective organization.
    8. In the event of a situation involving a violation of this Code of Conduct, the top executives of GOLDWIN will personally take steps to resolve the problem and strive to identify the causes and prevent a recurrence. GOLDWIN’s top executives will make a prompt and accurate disclosure and assume full accountability, clarify the scope of the relevant authority and responsibility, and take strict actions against the persons involved, including his or her self.
    9. GOLDWIN recognizes that environmental issues are common to all humanity and that the development of environmental programs is a vital part of a corporation’s identity and activities. GOLDWIN will strive to protect the environment and promote the efficient use and conservation of natural resources.
    10. GOLDWIN will be resolute in opposing anti-social forces and groups that threaten to disrupt the order and safety of civil society, and will reject any relationships whatsoever with them.

[Code of Conduct for Employees]

Compliant business activities

    1. GOLDWIN’s employees will observe the Anti-monopoly Act and will not engage in any unfair practices such as cartel, price fixing, or abuse of superior bargaining position.
    2. GOLDWIN’s employees will ensure that procurement is conducted in a fair and transparent manner, observe the Subcontract Act and the Industrial Homework Act and its internal regulations, and pay attention to such issues as legal compliance, quality, safety, environmental conservation, information security, fair trade, ethics, safety and hygiene, human rights and labor rights so as to encourage its suppliers to fulfill their social responsibility.
    3. GOLDWIN’s employees will respect intellectual property rights and seek to create a corporate culture that values intellectual property rights. They will use their best efforts to maximize corporate value in the creation, protection, and utilization of intellectual property rights while observing laws and regulations and facilitating fair and free competition.
    4. In international trade, GOLDWIN’s employees will observe the applicable laws and regulations of the trading country as well as Japan’s Unfair Competition Prevention Act and other related import and export laws. In investing overseas, GOLDWIN’s employees will comply with the laws and regulations of the host country.
    5. GOLDWIN’s employees will neither offer to nor receive from GOLDWIN’s customers and vendors entertainment, gift, or money that exceeds the bounds of social conventions. In particular, when dealing with public servants in Japan or overseas, GOLDWIN’s employees will not only ensure full compliance to relevant laws and regulations, but also refrain from any conduct that may appear suspicious.
    6. Should GOLDWIN’s employees gain any material information regarding GOLDWIN or its business partners, they will not engage in any insider trading involving transactions of shares or securities prior to the publication of such material facts.

Active information disclosure and protection of personal information

  1. GOLDWIN will provide timely and appropriate information disclosure to shareholders and investors to facilitate the understanding of its corporate activities.
  2. GOLDWIN recognizes that not only management and financial information that is useful to stakeholders but also non-financial information related to the environment and society information is material to its corporate activities and should be made available to the public includes, and strives to voluntarily disclose such information.
  3. Recognizing the importance of protecting personal information, GOLDWIN will adhere to the relevant laws and internal regulations. Confidential information will be strictly controlled.

Improvement in product quality and service

    1. GOLDWIN will coordinate its product development, marketing (including that of distributors and retailers) and customer services in order to develop and offer products and services that are based on customer needs and friendliness to the global environment.
    2. To ensure product safety and quality, GOLDWIN will establish standards and procedures to be followed in all processes of development, sales, and consumption and develop a quality and safety management regime so that any defects, if found, can be addressed appropriately and quickly.
    3. GOLDWIN will ensure appropriate labeling in accordance with the Act Against Unjustifiable Premiums and Misleading Representations and other relevant laws and regulations so that consumers are able to choose products and services in an objective manner.

Securing job satisfaction and fundamental rights for workers

    1. GOLDWIN will promote a workplace where employees can find job satisfaction and a sense of purpose, and expand employment opportunities without prejudice to nationality, gender, age, religion, or disabilities. And the company develops a personnel management and compensation framework that is reasonable and fair.
    2. GOLDWIN will strive to secure safety and hygiene at workplace, actively support a healthy lifestyle, maintain appropriate working hours, and to create a comfortable work environment.
    3. GOLDWIN will respect the individuality and the fundamental rights of employees, and support their career and skill development. In addition, GOLDWIN will introduce a wide range of employment modes so that its employees can maintain a balance between work and personal life.
    4. GOLDWIN provides its employees with appropriate information on its operation status, economic environment, and challenges in order to work toward the growth of company operations by sharing common understanding of company’s stands.
    5. GOLDWIN will respect the basic labor rights of employees and under no circumstances will employ forced or child labor, or engage in any other inhumane treatment of workers.

Society and environment

  1. GOLDWIN will fulfill its corporate citizenship by making community contributions on a consistent basis through such means as supporting cultural and artistic activities, collaborating with local communities, leading volunteer activities, and participating in international cooperation, thereby advancing the growth and prosperity of society.
  2. When conducting business activities overseas, GOLDWIN will respect the laws, cultures, and customs of the host country.
  3. GOLDWIN will have no dealings whatsoever with any anti-social forces or organizations and will absolutely refuse any unreasonable demands made by them.
  4. In decision-making, GOLDWIN will take into consideration factors that impact the environment, including energy efficiency, resource savings, and protection of biodiversity. GOLDWIN will do so in order to facilitate the creation of a low-carbon society and to develop products and business models that are conducive to environmental conservation in an effort to build a sustainable society.