Corporate Governance
Basic Approach to Corporate Governance
We believe that our corporate value can be steadily improved over the long term by quickly implementing responses to changes in the operating environment and increasing the transparency of our management activities from the perspectives of both internal and external stakeholders, including shareholders, customers, trading partners, local communities and our employees. Based upon this belief, we consider corporate governance to be one of our most important management issues and we actively promote efforts to strengthen our corporate governance function.
Corporate Structure
We have adopted a corporate structure of a "Company with a Board of Company Auditors" as defined by the Companies Act of Japan to establish an effective management supervision function for our Board of Directors, and to leverage the management oversight function of the Audit & Supervisory Board. We have also introduced an Executive Officer system in 2013, and seek to accelerate the management decision-making process and to enhance business execution functions.
Board of Directors
Our President serves as Chairman of the Board of Directors. The Board is comprised of eight directors, four of whom are external directors. As the highest decision-making body, the Board makes decisions on matters defined by laws, and our Articles of Incorporation, while also supervising the execution of duties by directors and executive officers.
We increase diversity on our Board of Directors. Among the eight directors, three are women, including the President and two external directors, and three external directors are non-Japanese. We will further strengthen governance by stimulating discussion at the Board of Directors from diverse perspectives regarding gender, age, and nationality.
External directors provide advice and guidance on corporate management strategies and play an essential role in increasing the objectivity of our decision-making process and strengthening our corporate governance function.
In addition, three Audit and Supervisory Board members, including two external Audit and Supervisory Board members, attend meetings of the Board of Directors to provide opinions from an objective and neutral standpoint based on their specialized knowledge.
Board Skills Matrix
| Name | Title （Position） |
Nomination and Compensation Advisory Committee ＊◎: Committee chairperson |
Expertise | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corporate Management |
Global Experience |
Brand Strategy/ Marketing |
Product Development/ Technology/ Manufacturing |
Finance/ Accounting |
Risk Management |
Human Capital Strategy |
Environment and Society |
|||
| Alyssa Yoneyama | President | ◯ | ◯ | ◯ | ◯ | |||||
| Shuichi Yoneyama | Executive Managing Director （Executive General Manager, General Affairs President, YONEX JAPAN） |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | |||
| Miyuki Iwano | Director （Executive General Manager, Production and Technology） |
◯ | ◯ | |||||||
| Casey Yoneyama | Director （Executive General Manager, Marketing General Manager, Global Marleting） |
◯ | ◯ | |||||||
| Michael N. Morizumi | External Director | ◎ | ◯ | ◯ | ◯ | |||||
| Fukiko Otsubo | External Director | ◯ | ◯ | ◯ | ◯ | |||||
| Duncan Ryuken Williams | External Director | ◯ | ◯ | ◯ | ||||||
| Sarah L. Casanova | External Director | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ||
Meetings of the Board of Directors
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | |
|---|---|---|---|---|---|
| Number of Meetings | 13 | 13 | 13 | 12 | 12 |
| Attendance by External Directors | 100% | 100% | 100% | 94% | 97% |
| Attendance by External Audit & Supervisory Board Members | 100% | 100% | 100% | 100% | 100% |
Evaluation of the Effectiveness of the Board of Directors
We evaluate the effectiveness of the Board of Directors to improve its function and strengthen our corporate governance.
The overview of the valuation methodology and results for FY2025 is as follows.
Procedure
- Method
- Self-evaluation through a questionnaire by an external organization（25 questions in total）
- Respondents
- All directors and Audit & Supervisory Board members (10 members in total)
- Major Categories of Questions
-
- ① Organization and operation of the board
- ② Management and business strategies
- ③ Business ethics and risk management
- ④ Monitoring of business performance; appointment and remuneration of the management
- ⑤ Dialogue with shareholders and other related parties
Results (Evaluation of the Effectiveness of the Board of Directors)
The evaluation for FY2025 indicated that the Board of Directors demonstrated a certain degree of effectiveness, while issues to be improved were once again identified. Progress was made in discussions on medium- to long-term business strategy which had been identified as a challenge in FY2024, as well as in information provision and Board operation.
However, review of cost of capital and business portfolio, enhancement of training for directors and executive officers, and further deepening of discussions on medium- to long-term strategy were recognized as challenges. Based on these results, we will continue to improve the effectiveness of the Board.
Audit & Supervisory Board
The Audit and Supervisory Board is comprised of three members, including two external Audit and Supervisory Board members. As a supervisory body that is separate from the Board of Directors and whose members have independent authority, it provides effective supervision through its strong authority to supervise the Board of Directors, including the authority to attend and provide opinions at meetings of the Board of Directors and to investigate operations and assets to help ensure soundness of our management.
Also, Audit and Supervisory Board members meet with the accounting auditor regularly to ascertain the status of their respective audits through information sharing and discussion.
Furthermore, Audit & Supervisory Board members meet with our President regularly to share opinions.
Nomination and Compensation Advisory Committee
The Nomination and Compensation Advisory Committee is a voluntary advisory body to the Board of Directors and has been established to further enhance the independence, transparency, objectivity, and accountability of the Board of Directors in matters related to the nomination and compensation of directors, thereby strengthening the Company’s corporate governance framework.
At the request of the Board of Directors, the Committee deliberates on important matters concerning the appointment and dismissal of directors and executive officers, succession planning, evaluation, and compensation, and reports the results of its deliberations to the Board of Directors.
It is comprised of five directors (three of whom are external directors), and one of the external directors serves as Chair of the Committee.
Internal Control System
We have established a Compliance Committee and a Risk Management Committee. Furthermore, we are working to maintain a rigorous compliance structure and to reinforce the structure of our internal control system. In addition, the Internal Audit Department, which is an independent organization that reports directly to our President, evaluates and supports the execution of operations from an independent standpoint to help us achieve our management goals.
Furthermore, we have established a basic policy regarding our internal control system. Based on this policy, we continually evaluate the design and operation of our internal control system, and take corrective actions as and when necessary. We also regularly review this policy in response to changes in the management environment and other developments to ensure its effectiveness and sound operation.
Objectivity and Transparency of Governance
We have established our own standards of independence in appointing external directors and external Audit & Supervisory Board members (“external officers”). We make recommendations for appointment of external officers based on whether sufficient independence (in light of their background and relationship to our Company) can be ensured in the execution of their duties as external officers who are independent from management.
Independence Standards for External Directors and External Audit & Supervisory Board Members
Director Compensation
Director (excluding external director) compensation consists of base pay, performance-based bonuses, restricted stock compensation, and performance-linked restricted stock compensation. External director compensation consists of base pay and restricted stock compensation, reflecting their roles and independence. The amount of performance-based bonuses is determined based on the degree of achievement of the consolidated net sales growth rate, consolidated gross profit margin, and consolidated operating profit margin using financial indicators as evaluation metrics. For the performance-linked restricted stock, the performance evaluation period is three fiscal years, and relative TSR (Total Shareholder Return) and ESG indicators are used as evaluation metrics, with the amount to be paid determined according to the degree of achievement.
We endeavor to ensure transparency and fairness in the determination of director compensation by respecting the opinions of the Nomination and Compensation Advisory Committee, which is chaired by an external director.