will relocate to each operating company's site.Corporate GovernanceCorporate Governance
Our Corporate Governance status is as follows:
2025/12/15 Corporate Governance ReportI. Basic Approach to Corporate Governance, Capital Structure, Corporate Attributes, and Other Basic Information
1. Basic Concept
The Group has set the management principles of "Pursuing the spiritual and physical enrichment of like-minded people by contributing to the progress and development of society," and will build a governance system that can effectively and efficiently achieve this goal. The Company's basic approach to Corporate Governance is to develop a management governance system and implement measures necessary for sound development while simultaneously ensuring management efficiency and legality, and we regard this as one of the most important management issues. In addition, the Company has established the "Code of Conduct for Officers and Employees" to share the Group's philosophy and basic approach to compliance, the "Affiliated Company Regulations" to stipulate management policies and management systems for Group companies, and has established various rules and regulations to be observed by Group companies and their officers and employees, thereby strengthening the governance of the Group as a whole.
[Reasons for not implementing the principles of the Corporate Governance Code]
[Supplementary Principle 4.1.2 Medium-Term Management Plan] [Principle 5.2 Formulation and publication of Management Strategy and management plans]
The Group strives to maximize the Group's corporate value by comprehensively assessing the strategy, revenue, risks, etc. of its business from a medium- to long-term perspective, formulating medium-term Management Strategy and management plans, making decisions and approving them by the Board of Directors, and conducting regular monitoring based on changes in the business environment and other factors. The Company's Board of Directors conducts appropriate business operations by reviewing the achievement of monthly and annual plan targets and providing feedback on the results every month.
However, the Group does not disclose its medium-term management plan because it believes that even if it announces a multi-year medium-term management plan, it is likely to mislead shareholders and investors even if it publishes a multi-year medium-term management plan, as it belongs to the rapidly changing Internet industry and continues to grow at a high rate every year while promoting business strategies flexibly and quickly.
We are working to promote understanding of the plans for the current fiscal year and the business strategies to achieve them through detailed explanations at quarterly financial results briefings and other means.
[Disclosure based on the principles of the Corporate Governance Code]
[Principle 1.4 Cross-shareholdings]
The Company holds shares in cases where it contributes to the improvement of corporate value over the medium to long term, such as business alliances and business synergies. In the case of holdings, we verify the rationality of holding each individual stock every year by examining the relationship between the significance of holding in terms of business strategy and the benefits associated with holding (in addition to dividend, returns obtained through commercial transactions and business synergies) and the cost of capital. The decision on whether or not to invest is made after careful deliberation by the Board of Directors or the Management Committee based on the scrutiny of each department, and after careful deliberation by the Board of Directors or the Management Committee depending on the importance of the project and its financial importance.
In addition, regarding the exercise of voting rights for cross-shareholdings, we will comprehensively judge whether the proposal is beneficial to the improvement of the corporate value of the issuing company and the impact on the Group, which is a shareholder. Depending on the content of the proposal, we will discuss with the issuing company and make a highly satisfactory decision on both sides.
For information on the status of stock holdings, please refer to the securities report "Section 4 [Status of Submitting Companies] 4 [Status of Corporate Governance, etc.] (5) [Status of Shareholdings]".
Annual Securities Report (https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf)
[Principle 1.7 Related Party Transactions]
When conducting transactions with officers or major shareholders ("Related Party Transactions"), the Group comprehensively compares the terms and conditions of transactions with third parties so as not to harm the common interests of the Company and shareholders, and approves the appropriate terms and conditions after deliberation by the Board of Directors, including multiple External Director.
When the Board of Directors passes a resolution approving a related party transaction, the directors involved in the transaction do not participate in the resolution as special interested parties and are not included in the quorum. Transactions with the parent company are deliberated by a special committee comprised of External Director, who are independent officers, as necessary.
[Supplementary Principle 2.4.1 Ensuring Diversity in the Appointment of Core Human Resources]
The Group believes that the source of a company's comprehensive strength and competitiveness is a wide variety of human resources and their utilization, and aims to achieve sustainable growth through a training system that contributes to the recruitment of excellent human resources and the improvement of the capabilities of all partners (employees) in order to create innovation and realize its mission that leads to the creation of corporate value and the resolution of social issues. In addition, the "Spirit Venture Declaration", which is a guideline for action as a member of the corporate group of GMO Internet Group Co., Ltd. (hereinafter referred to as the "GMO Internet Group"), states, "We will eliminate all discrimination based on race, nationality, gender, educational background, language, religion. We respect diversity and strive to achieve equal opportunities. Furthermore, based on the idea that companies are places to develop people, we continue to work on work style reforms, including providing places where people can maximize their abilities, sharing a vision with all partners for the growth of our business and company, and developing our own human resource development systems and welfare benefits. In recruitment, regardless of gender, educational background, humanities and sciences, or nationality, we comprehensively evaluate "way of thinking", "enthusiasm", and "ability" based on the character aspect. In addition, we provide equal evaluation and promotion opportunities for all partners regardless of attributes, and in order to promote the active participation of diverse human resources, we have set a target of 15% or more of female managers and are promoting initiatives.
For details on the status of our efforts to ensure diversity, please refer to "III. Implementation Status of Measures for Shareholders and Other Stakeholders 3. Status of Initiatives to Respect the Position of Stakeholders and Others" and "Annual Securities Report: Section 2 [Business Status] 2 [Sustainability Approach and Initiatives] (5) Human Capital Strategies, Indicators, and Targets" in this report.
Annual Securities Report (https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf)
[Principle 2.6 Exercise of Functions as an Asset Owner of Corporate Pension Plans]
The Company has adopted a defined contribution pension plan.
In order to support the stable assets formation of partners, we provide information on assets operation and provide training at the time of joining the company.
[Principle 3.1 Enhancement of Information Disclosure]
(1) management principles, etc.
The Group's management principles is to "pursue the enrichment of both the minds and the physical and mental aspects of our comrades by contributing to the progress and development of society." For details, please refer to the Securities Report "Article 2 [Business Status] 1 [Management Policy, Business Environment and Issues to Be Addressed, etc. (1) Basic Policy on the Company's Management".
The Group's management principles is based on GMOISM, including the Spirit Venture Declaration. GMO Internet Group Co., Ltd., the parent company of the Company, is engaged in the Internet infrastructure business, Internet security business, Internet advertising and media business, Internet finance business, crypto assets business, and We are engaged in the incubation business. In addition, the Spirit Venture Declaration, which represents the spirit that the company has cultivated since its founding, is disseminated and shared with GMO Internet Group executives and employees in various ways.
For the Spirit Venture Declaration, please refer to the company's website.
（https://group.gmo/brand/sv/）
(2) Basic Approach and Basic Policy on Corporate Governance
For the basic view on Corporate Governance, please refer to "I. Basic Approach to Corporate Governance, Capital Structure, Corporate Attributes, and Other Basic Information 1. Basic Concept" in this report.
(3) Policies and procedures for the Board of Directors to determine the remuneration of senior management and directors
The Company has established the "Basic Policy on the Remuneration of Officers, etc." as follows.
(1) The compensation system should reflect the Group's business environment and short, medium, and long-term performance, and take into account the degree of contribution to value enhancement by stakeholders, and (3) Reflect the roles, responsibilities, and results of each officer, etc. while restraining excessive risk-taking. (4) In addition to economic and social conditions and industry trends, the level shall be appropriate based on third-party surveys on management compensation, (5) The performance status and financial soundness of each Group company, as well as regulations related to executive compensation in Japan and overseas, and (6) Decisions shall be made based on appropriate governance and timely and appropriate reviews shall be made based on economic and social conditions and the business environment.
The remuneration of directors is designed to increase the motivation to contribute to the improvement of performance not only in the short term but also in the medium to long term so that corporate value can be continuously improved, and consists of fixed remuneration paid monthly as compensation for the execution of duties, executive bonuses linked to the performance of the relevant fiscal year, and stock-based remuneration linked to medium- to long-term performance. In addition, we have a policy of paying only fixed remuneration to External Director, which is independent of business execution.
In order to ensure the appropriateness of officer remuneration and the transparency of the decision-making process, the Company has established the Nomination and Remuneration Committee as an advisory body to the Board of Directors, with the chairman and a majority of the members as independent External Director. Directors (excluding those who are Audit and Supervisory Committee members) The remuneration (including bonuses, etc.) is determined by the Board of Directors after deliberation by the Nomination and Remuneration Committee.
In determining the content of individual remuneration for directors, the Nomination and Remuneration Committee conducts multifaceted considerations, including consistency with the decision-making policy, and the Board of Directors basically respects the report. In addition, the remuneration of directors who are Audit and Supervisory Committee members consists only of fixed remuneration from the perspective of emphasizing independence and objectivity in management, and the amount of remuneration for each director who is an Audit and Supervisory Committee member is determined by discussion by the Audit and Supervisory Committee.
As a payment policy for the Group, in principle, the remuneration of directors who concurrently serve as officers of group companies is paid by the principal company.
(4) Policies and procedures for the Board of Directors in appointing senior management and nominating candidates for directors
For the policies and procedures for the appointment of senior management and the nomination of candidates for directors, see "I. Basic Approach to Corporate Governance and Basic Information on Capital Structure, Corporate Attributes, and Other Basic Information in this Report. [Disclosure based on the principles of the Corporate Governance Code] [Supplementary Principle 4.11.1 Approach to the balance, diversity, and size of knowledge, experience, and abilities of the Board of Directors]" and " II. Status of the business management organization and other Corporate Governance systems related to management decision-making, execution, and supervision 2. Matters related to functions such as business execution, auditing and supervision, nomination, and remuneration determination (Overview of the current Corporate Governance system)".
(5) Explanation of individual appointments and nominations when nominating directors
External Director For the reasons for the appointment of candidates, please refer to "II. Status of the Management Organization and Other Corporate Governance Systems Related to Management Decision-Making, Execution, and Supervision, 1. Matters Related to Organizational Structure, Organizational Management, etc. [Directors]" in this report.
Other reasons for the appointment of director candidates are described in the reference documents in the regular Annual Meeting of Shareholders convocation notice.
[Supplementary Principle 3.1.3 Sustainability Initiatives, etc.]
(1) Sustainability Initiatives
Based on the "GMO-ism" shared by the GMO Internet Group, management principles "Pursue the spiritual and physical enrichment of like-minded people by contributing to the progress and development of society", and as a leading company in the payment industry, we provide various payment and finance related solutions and platforms, infrastructure of payments We are promoting business activities that support online, cashless, paperless, DX, finance inclusion, etc.
Through such payment-based innovations, we are working to solve a wide range of social issues, such as improving corporate competitiveness and revitalizing socioeconomic activities, through the promotion of our business that supports diverse corporate activities.
Together with the stakeholders who support our business activities, we will contribute to the growth of our customers and the realization of a sustainable society while working to solve social issues, and realize sustainable high growth and enhancement of our corporate value.
(2) Investment in human capital
Based on the idea that a company is a place to develop people, we are continuously working on work style reforms, including providing a place where people can maximize their abilities, sharing a vision with all partners for the organizational growth of our business and company, and establishing our own human resource development systems and welfare programs. For details, please refer to the "Annual Securities Report" "2 [Business Status] 2 [Sustainability Approach and Initiatives] (5) Human Capital Strategy, Indicators, and Targets" and the Company's website.
Annual Securities Report (https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf)
Our Website-Society (https://www.gmo-pg.com/sustainability/social/)
(3) Risks and revenue Opportunities Related to Climate Change
As a leading company in the payment industry, we are promoting payment services such as cashless and paperless billing that makes transfer forms paperless. We are also working to reduce GHG emissions in our business and supply chain by promoting effectively renewable enegy introduction and supplier engagement in data center power that processes transaction data. Through such environmentally friendly business operations, we will strive to reduce the environmental impact of our customers and society, and aim to transform to a decarbonized society and realize a sustainable society.
In January 2023, we also announced our support for the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We will continue to expand the disclosure of information on climate change based on the TCFD recommendations. For details, please refer to the "Annual Securities Report" "2nd [Business Status] 2 [Sustainability Approach and Initiatives] (4) Climate Change Strategies, Indicators, and Targets" and the Company's website.
Annual Securities Report (https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf)
Our Website-Environment (https://www.gmo-pg.com/sustainability/environment/)
[Supplementary Principle 4.1.1 Summary of the scope of delegation to management]
The Board of Directors makes decisions on statutory matters and important management matters, and supervises the execution of duties by directors.
In addition, decision-making other than matters decided by the Board of Directors is delegated to the Executive Committee, Representative Directors, etc., in accordance with the standards set forth in the Regulations of the Management Committee and other internal regulations.
[Principle 4.9 Independence External Director Independence Criteria and Qualifications]
The Company has stipulated the independence requirements for Outside Officers in the "Detailed Regulations on Independence Standards for Outside Officers." For the details of the independence requirements, please refer to the Annual Securities Report "4 [Status of Submitting Companies], 4 [Status of Corporate Governance, etc.], (2) [Status of Officers], and (2) Status of Outside Officers."
[Supplementary Principle 4.10.1 Independence, Authority and Role of the Committee on Nomination and Remuneration]
The Company has directors (excluding those who are members of the Audit and Supervisory Committee). The Nomination and Remuneration Committee has been established as a voluntary committee related to nomination and remuneration, and the committee is responsible for the functions of both the Nomination Committee and the Remuneration Committee. For details, please refer to this report, "II. Status of the Management Organization and Other Corporate Governance Systems Related to Management Decision-Making, Execution, and Supervision 1. Matters Related to Organizational Structure and Organizational Management [Voluntary Committees] Status of Establishment of Voluntary Committees, Composition of Members, and Attributes of the Chairperson (Chairperson)."
The chairman and majority of the members of the Company's Nomination and Remuneration Committee are independent External Director.
[Supplementary Principle 4.11.1 Approach to the balance, diversity, and size of knowledge, experience, and abilities of the Board of Directors]
The Company takes care that the selection of candidates for Directors should be composed of directors who have the knowledge, experience, and ability to effectively fulfill their roles and responsibilities, and that the diversity (nationality, gender, age) of the Board of Directors is balanced with the appropriate size. Director candidates are selected in accordance with this policy and are submitted to the Board of Directors for decision after deliberation by the Nomination and Remuneration Committee.
The skill matrix of each director is described in the "Basic Approach to Corporate Governance" section of the "Notice of Regular Annual Meeting of Shareholders Convocation for the Fiscal Year Ending September 2025 (32nd Fiscal Year)" on the Company's website.
（https://www.gmo-pg.com/news/pdf/20251122_gmo_pg_ir_shosyu.pdf）
[Supplementary Principle 4.11.2 Concurrent Positions of Directors of Other Listed Companies]
External Director discloses the status of concurrent positions at other companies annually through reference documents for Annual Meeting of Shareholders convocation notices, business reports, and securities reports.
[Supplementary Principle 4.11.3 Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole]
Once a year, the Company analyzes and evaluates the effectiveness of the Board of Directors and strives to improve the functions of the Board of Directors.
Specifically, while incorporating objective and quantitative methods such as questionnaires to all directors, we evaluate the effectiveness of the Board of Directors and strive to ensure that its effectiveness is appropriately ensured not only in terms of the composition and operation of the Board of Directors, but also from a wide range of perspectives, such as institutional design and the nomination and remuneration of each director. At the same time, with the aim of further strengthening functions, we continuously formulate and implement improvement measures for issues related to the Board of Directors that were identified during the evaluation process.
In the fiscal year ending September 2025, we conducted a questionnaire survey of 15 directors (of whom 5 were External Director) to compile and analyze the results of the responses.
As a result, the Company's Board of Directors evaluates that the current situation, Management Policy, and important business execution decisions, and reports on the status of business execution are made in a timely manner, and that appropriate supervision of business execution is being carried out, and that the effectiveness of the business execution is ensured. In the process of analysis and evaluation, issues such as "consideration of succession development plans for CEOs and others" and "provision of training opportunities for directors" were pointed out, and we will continue to make efforts to improve them.
[Supplementary Principle 4.14.2 Training Policy for Directors]
With regard to the training policy for directors of the Company, as a general rule, each officer who is a management professional strives to acquire the necessary knowledge and improve his or her abilities at his or her own discretion, and is working to deepen and share knowledge and skills through detailed discussions at the Board of Directors meetings and briefings in advance for External Director.
In addition, external seminars on the Companies Act, Corporate Governance, etc. are held at the request of each director, and external seminars are used as appropriate for newly appointed officers to acquire the knowledge necessary for officers.
[Principle 5.1 Policy on Constructive Conversations with Shareholders]
(1) Basic Concept
In order to achieve sustainable growth and increase corporate value over the medium to long term, the Company believes that it is important to engage in continuous and constructive dialogue with shareholders and investors, and to avoid any discrepancies between the understanding of top management and the understanding of the capital markets regarding the Company's situation.
In order to realize such dialogue, we have established an IR system led by the director in charge of IR and have established a forum for dialogue with shareholders and investors. In addition, when engaging in dialogue with shareholders and investors, the basic policy is for top management to provide explanations in their own words, and for top management to answer questions and answers.
(2) Designation of directors to oversee overall dialogue with shareholders and measures for organic cooperation among internal departments to assist in dialogue
Dialogue with shareholders and investors is supervised by the Director in charge of IR, and the Corporate Value Creation Strategy Headquarters Investor Relations Department, which is the department in charge of investor relations, is in charge of day-to-day coordination among departments.
Meetings with domestic and overseas investors are attended by senior management, including top management, to a reasonable extent and explanations are given.
(3) Means of dialogue other than individual interviews
Our basic policy is to hold quarterly financial results briefings for analysts and institutional investors, and the top management themselves provide explanations and answer questions and answers. In addition, for analysts, shareholders, and investors who are unable to attend on the day of the meeting, a video of the financial results briefing is posted on the website. In addition, we have a policy of holding briefings for individual investors every six months in principle.
(4) Measures for feedback
The director in charge of IR regularly reports opinions and concerns grasped through dialogue with shareholders to management and related parties, and takes necessary measures as appropriate.
In addition, through participation in financial results briefings and regular internal briefings, we share the opinions of shareholders with our partners, including managers.
(5) Measures for the management of insider information
When engaging in dialogue with shareholders, the Company appropriately manages information in accordance with the Company's Information Disclosure Policy and takes care not to transmit insider information.
Information Disclosure Policy is posted on our website.
（https://www.gmo-pg.com/ir/policy-releasepolicy/）
[Measures to realize management conscious of the cost of capital and stock price]
| Contents | Disclosure of Initiatives (Update) |
|---|---|
| English Disclosure | Yes |
| Update Date | December 15, 2025 |
Explanation of the relevant item
The Company is strongly aware of its responsibility to shareholders to "emphasize capital efficiency and strive to improve shareholder value."
The weighted average cost of capital (WACC) of the entire Group is estimated as the cost of capital, and WACC is used to make management decisions when evaluating the revenue of existing and new businesses at regular management meetings. In particular, as finance-related businesses expand steadily, we will examine the revenue of finance services such as lending with credit risk, and determine whether they will contribute to the management goal of achieving operating profit of 100 billion yen from 2030 to 2031, thereby optimizing our business portfolio revenue We are working to realize management that emphasizes performance and growth.
In addition, in order to alleviate the asymmetry of information between the stock market and the Company and contribute to the reduction of the cost of capital, we strongly recognize the importance of appropriate information disclosure and IR activities as a management unit, and strive to ensure that the Company's growth potential is appropriately and fully evaluated by the market by improving the quality and quantity of such information.
[Status of Dialogue with Shareholders, etc.]
Based on the above policy on constructive conversations with shareholders, we continue to engage in active dialogue with shareholders and investors. The status of implementation is described in the "Promotion of Engagement through IR Activities" section of the Company's website.
（https://www.gmo-pg.com/sustainability/governance/）
2. Capital Structure
|
Percentage of foreign shareholders |
More than 30% |
|---|
[Status of Major Shareholders]
|
Name or designation |
Number of Shares Held (Shares) |
Percentage (%) |
|---|---|---|
|
GMO Internet Group, Inc. |
31,172,200 |
40.72 |
|
Japan Master Trust Bank, Ltd. (Trust Account) |
7,718,700 |
10.08 |
|
Japan Custody Bank, Ltd. (Trust Account) |
5,471,500 |
7.14 |
|
Sumitomo Mitsui Banking Corporation |
2,501,600 |
3.26 |
|
STATE STREET BANK AND TRUST COMPANY 505025 |
1,701,990 |
2.22 |
|
CEP LUX-ORBIS SICA V |
1,201,826 |
1.56 |
|
BNYM AS AGT/CLTS 10 PERCENT |
1,104,648 |
1.44 |
|
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC) |
1,090,232 |
1.42 |
|
STATE STREET BANK AND TRUST COMPANY 505103 |
876,346 |
1.14 |
|
STATE STREET BANK AND TRUST COMPANY 505001 |
732,466 |
0.95 |
|
Presence or absence of a controlling shareholder (excluding the parent company) |
――― |
|---|---|
|
Presence or absence of a parent company |
GMO Internet Group, Inc. (Listing: Tokyo) |
Supplementary explanation
The above [Status of Major Shareholders] is the status of the shareholder register as of September 30, 2025.
3. Corporate Attributes
|
Listed Exchanges and Market Segmentation |
Tokyo Prime |
|---|---|
|
Fiscal year end |
September |
|
Industry |
Information & Communications |
|
Number of employees (consolidated) at the end of the immediately preceding fiscal year |
More than 500 and less than 1000 |
|
(Consolidated) sales in the immediately preceding fiscal year |
10 billion yen to less than 100 billion yen |
|
Number of consolidated subsidiary at the end of the previous fiscal year |
10 to 50 |
4. Guidelines for Measures to Protect Minority Shareholders in Transactions with Controlling Shareholders
When the Group conducts transactions with the GMO Internet Group, from the perspective of protecting minority shareholders, the Company carefully examines the appropriateness of the terms and conditions of the transactions, including when initiating new transactions and continuing existing transactions, by comparing them with the terms and conditions of transactions with other third parties. Specifically, the Company regularly comprehensively compares the terms and conditions of transactions with third parties and reports to the Board of Directors, which also participates in External Director, which is independent of the parent company, etc., that the terms are appropriate.
Important transactions and actions that conflict with the interests of the controlling shareholder and minority shareholders are discussed and examined by a special committee composed of independent persons, including independent External Director, and then reported to the Board of Directors for decision.
5. Other special circumstances that may have a significant impact on Corporate Governance
(1) Ensuring independence from the parent company
GMO Internet Group Co., Ltd., the parent company of the Company, is engaged in the Internet infrastructure business, Internet security business, Internet advertising and media business, Internet finance business, crypto assets business, and incubation business under the corporate catchphrase of "Internet for all". The Company is part of the Internet Infrastructure business.
In conducting business activities, the Company is required to notify its parent company, GMO Internet Group Co., Ltd., in advance only on "important resolutions", but the Company independently makes decisions and develops all operations, including sales activities in each business. In addition, we recognize that the concurrent status of officers from the GMO Internet Group does not interfere with the Company's own management decisions, and that management independence is ensured.
The parent company's approach and policies regarding group management are as follows.
"Based on the idea that autonomous organizational management by a flat organization is effective as a management structure in the rapidly changing Internet market, the basic principles of group management are "decentralization of authority" and "creation of group synergies." By respecting the independence of listed subsidiary and other companies and sharing and thoroughly implementing GMOISM, directors and partners continue to maintain and improve awareness of laws, social norms, ethics, etc., foster a sense of unity, and create synergies as a group, further enhance corporate value, and as a result, appropriately return profits to minority shareholders. In order to enhance the corporate value of the Group as a whole, as the parent company and major shareholder, the Company always pays due attention to the legal compliance system and status of the listed subsidiary, etc., and provides advice and support as appropriate on certain matters related to compliance and the establishment of an internal control system, etc., as necessary."
"We respect the autonomous management of listed subsidiary and leave it to the management of each company. In addition, in light of the risk of conflicts of interest between the Company, the parent company, and minority shareholders of each listed subsidiary, each listed subsidiary proactively responds to the establishment and operation of the governance system through the appointment of independent outside directors. In addition, each listed subsidiary proactively makes decisions on all operations, including sales activities in each business, and develops its business.
On the other hand, in order to ensure the effectiveness of governance as a parent company, the Company requires each listed subsidiary to notify and report in advance to the parent company only on "important resolutions". In addition, we recognize that the status of concurrent positions of officers from the Company does not hinder the independent management decisions of each listed subsidiary, and that management independence is ensured."
(Quoted from a report on GMO Internet Group Co., Ltd. Corporate Governance)
(2) Approach and Policy on Group Management
The Group achieves stable management and the achievement of performance by conducting sound business operations in which each Group company conducts business operations in a relaxed manner according to the business environment of each Group.
While ensuring the autonomous organizational management of each company, we aim to accelerate business growth by maintaining unity and maximizing synergies, and to maximize the corporate value of the Group.
(3) Significance of having a listed subsidiary
As a listed subsidiary of our company, GMO Financial Gate, Inc. provides payment processing services such as Credit card payment and debit card payment in the Card Present Transactions field.
In the Card Present Transactions field on which GMO Financial Gate, Inc. is based, business opportunities are increasing against the backdrop of the expansion of cashless payments and the strengthening of security in cashless payment as national issues become issues.
By improving the social credibility and name recognition associated with the listing and strengthening the development of systems and services by utilizing the funds raised, we can expect to play a role in social infrastructure as a Card Present Transactions service provider, fulfill our social mission, and continuously expand our business over the medium to long term.
With the progress of cashless and online payment, the payment business in which the Group is involved is undergoing major changes while merging Card Present Transactions and non-Card Present Transactions fields, and business opportunities for the Company and GMO Financial Gate, Inc. are increasing accordingly.
In addition to demonstrating our strengths in the areas in which we are based and aiming for business growth, we believe that making maximum efforts to realize group synergies will accelerate the growth of the entire group and the growth of GMO Financial Gate, Inc..
In such an environment, we believe that maintaining a majority of our shareholding ratio and pursuing group synergies and promoting our business will contribute to the enhancement of our corporate value.
(4) Measures to ensure the effectiveness of the governance system of listed subsidiary
We will continue to maintain GMO Financial Gate, Inc. as a consolidated subsidiary, but we will respect the independence of the company and support a more autonomous operation. In addition, GMO Financial Gate, Inc. 's business development is not based on the approval or instructions of the Company, but is independently decided and executed by GMO Financial Gate, Inc. based on the judgment of the management team, which is led by independent directors who are not at risk of conflicts of interest with general shareholders and full-time directors who make up the majority.
(Quoted from the 2025/12/15 Corporate Governance report)
The corporate governance of GMO Payment Gateway, Inc. ("Company") is described below.
2025/12/15 Corporate Governance Report (Japanese language only)
I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
1. Basic Views
The GMO Payment Gateway and the consolidated companies (the "Group") upholds the management principle of "Pursue both material and spiritual prosperity through our contributions to the progress and development of society; " and we implement governance systems that can effectively and efficiently realize this principle. The basic view on corporate governance is to securely both management efficiency and legal compliance by implementing measures and structures necessary for management governance in the interest of achieving sound progress, and considers corporate governance as one of the management's highest priorities. We have strengthened the corporate-wide governance structure by establishing rules to be adhered to by all of the group companies and employees in managerial positions which include the Employee's Code of Conduct that stipulates the principles and the basic views on compliance, and the Group Company Rules that stipulates the administrative and managerial policies and structure for group companies.
Reasons for Non-compliance with the Principles of the Corporate Governance Code
Supplementary principle 4.1.2: Mid-Term Business Plan
Principle 5.2: Establishing and Disclosing Business Strategies and Business Plans
The Group works to maximize the group's corporate value by formulating mid-term management strategy and management plants based on a comprehensive assessment of the business' medium-term strategic value, profitability and risk, which is then decided and approved at the Board of Directors meeting and regularly monitored given the changes in the business environment. The monthly Board of Directors meeting discusses feedback and results to review the achievements of the monthly and annual targets in order to ensure an optimal business execution.
The Group is positioned in the drastically changing Internet industry and it is the agile and prompt responses of business strategies that has resulted in achieving a high growth every year. Hence, releasing a mid-term management plan spanning multiple years may result in misleading shareholders and investors and for this reason, a mid-term management plan is not disclosed.
Moreover, the plans for the current year and the relevant business strategy to achieve them are explained in detail at every quarterly financial results meeting in order to further the understanding of our businesses.
Disclosure Based on the Principles of the Corporate Governance Code
Principle 1.4: Cross-Shareholdings
The Company owns so-called cross-shareholding shares when it is deemed to improve the medium-to-long-term enterprise value such as through potential business alliances and business synergies . The Company verifies the economic rationality of each of the shares owned by weighing the business rationale and the benefits of ownership (be it dividends, commercial deals and/or benefits from business synergies) against the capital cost of ownership. The investment decision is authorized by the Board or Executive Committee through careful consideration of the qualitative and monetary implication, depending on the importance of each transaction that are screened by the relevant department.
The exercise of voting rights of these cross-shareholdings is determined by comprehensively evaluating whether the proposal positively contributes to the issuer's enterprise value as well as its potential effect to the shareholder, i.e., the Company. Depending on the proposal, we endeavor to reach a decision conducive to both the issuer and shareholder by holding discussions with the issuer where necessary.
For information regarding cross-shareholdings, please refer to Annual Securities Report's (5) Shareholding, found under 4 Corporate Governance of 4 Information of Reporting Company ( available in Japanese language only).
Annual Securities Report : https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf
Principle 1.7: Related Party Transaction
Transactions conducted between the Group and its Directors and/or major shareholders ('related party transactions') must be approved by the Board that includes several External Directors, following due discussion on the appropriateness of the terms and conditions and comparison with other third-party transactions, in order to ensure that such transactions do not harm the interests of the company nor the common interests of shareholders.
When the Board is deciding on such related party transaction, the Director related to the transaction will be excluded from the vote and will not be counted in the quorum of the Board.
Note that for transactions with the parent company will be considered and undergo deliberations by the Special Committee comprised of External Directors, an independent Director, whenever necessary.
Supplementary principle 2.4.1: Ensuring Diversity in the Appointment of Key Personnel
Based on the belief that the source of the Group's competitiveness and comprehensive capability lies in the diversity and in leveraging the talent of human resources, the Group strives to recruit talented human resources and implement talent development systems to enhance the capability of all our partners (employees), in order to realize sustainable growth by creating innovation to resolve social challenges and to foster corporate value creation. Additionally, we uphold equal opportunity and respect for diversity in accordance with the Spirit Venture Declaration as a group company of GMO Internet Group, Inc. (referred to as "GMO Internet Group"), which states that "we do not tolerate prejudice on the grounds of race, nationality, gender, educational background, language, religion, or any other factors. We value people for their ability and merits." Furthermore, based on the view that "company is a place to foster personal growth," the Group continuously works on workstyle reforms that includes the development of proprietary talent development programs and employee welfare and benefits, as well as to share the vision among all partners of business and corporate organizational growth by providing an environment to fully exercise each person's potential. Recruitment activities are based on that individual's comprehensive abilities of views/opinions, passion and capability and does not consider gender, education, science-oriented or humanities/arts-oriented nor the nationality. Although equitable evaluation and equal opportunity for all employee regardless of personal attributes, it has set a target of achieving more than 15% representation of women in managerial positions and is promoting related initiatives in order to encourage the active participation of diverse talent.
For further details on initiatives to secure diversity, please refer to "III. Implementation of Measures for Shareholders and Other Stakeholders - 3. Initiatives to Ensure Due Respect for Stakeholders (Other)" in this report, as well as the Annual Securities Report, "Part II [Business Overview], 2. Approach to Sustainability and Related Initiatives, (5) Strategies, Indicators and Targets Related to Human Capital." (Available in Japanese language only.)
Annual Securities Report : https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf
Principle 2.6: Roles of Corporate Pension Funds as Asset Owners
The company adopts the defined contribution pension system, and conducts training for new employees, provides information regarding asset management, in order to support the stable growth of assets of our partners.
Principle 3.1: Full Disclosure
(1) Company Objectives, etc.
The Group's management principle is "Pursue both material and spiritual prosperity through our contributions to the progress and advancement of society."
This management principle is founded on the "GMO-ism" which is based on the Spirit Venture Declaration. GMO Internet Group, Inc., the parent company, upholds the corporate slogan of "Internet for Everyone," and is engaged in Internet Infrastructure Business, Internet Security Business, Online Advertising & Media Business, Internet Finance Business, Cryptoasset Business and the Incubation Business. The Spirit Venture Declaration embodies the spirit held since the founding of the company and is made aware and shared through various means to/with all GMO Internet Group's employees. Information regarding the Spirit Venture Declaration is available on the company website.
(https://group.gmo/en/brand/#philosophy)
(2) Basic views and guidelines on corporate governance
For our basic views on corporate governance, please refer to this document's 1. Basic Views, found under the "I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information."
(3) Board policies and procedures in determining the remuneration of the senior management and directors
The basic policies and procedures in determining the remuneration of senior management and Directors are as follows:
1. Must function as an appropriate incentive to enable the medium-to-long-term improvement in corporate value and sustainable growth.
2. Must reflect the Company's business environment and short-and-medium-term financial performance as well as incorporate the contribution towards improving stakeholder value.
3. Must reflect the roles and responsibilities of each individual Director and their performance, while not overly encouraging risk-taking.
4. Must be deemed appropriate based on third party review of executive compensation levels in addition to reflecting the prevailing socioeconomic conditions and industry trends.
5. Must consider the laws and regulations regarding Director's remuneration in Japan and overseas as well as the financial performance of each group company and financial soundness.
6. Must be determined in accordance with sound corporate governance and revised appropriately and in a timely manner to reflect socioeconomic conditions and the business environment.
The Director's remuneration is designed to incentivize contributions to earnings improvement both in the short-term as well as in the medium-to-long term, so as to enable a sustainable improvement in corporate value. The Director's remuneration is composed of a fixed remuneration consisting of fixed monthly amount paid for the execution of duties, a financial performance-based bonus and, stock compensation tied to medium-to-long term financial performance. The External Directors who are independent from executing on business operations are only paid a fixed remuneration.
In order to secure the transparency of the remuneration determination process and the appropriateness of the remuneration amount, the company has instituted the Nomination and Remuneration Committee to act as the advisory body to the Board, which is chaired by and comprised of a majority of independent External Directors. The remuneration amount (including the bonus payments) for Directors is determined by the Board after due deliberations conducted at the Nomination and Remuneration Committee. Determining the remuneration amount for each individual Director is based on deliberations by the Nomination and Remuneration Committee based on multi-faceted considerations to ensure consistency with the policies in determining the remuneration, and the Board respects the opinion of the Committee in principle.
In addition, remuneration for Directors who are members of the Audit and Supervisory Committee is only comprised of a fixed remuneration in order to emphasize the independence and objectivity from management. The remuneration amount for each Director who are members of the Audit and Supervisory Committee is determined through deliberations carried out at the Audit and Supervisory Committee.
The Company's payment policy for Director's that hold concurrent positions at group companies is for the main company to be the payer of remuneration to that Director.
(4) Board policies and procedures in the appointment of the senior management and the nomination of Directors
For the policies and procedures in the appointment of the senior management and the nomination of Directors, please refer to this document's "Disclosure Based on Each Principle of the Corporate Governance Code and Views on Size, Diversity and Balance of Knowledge, Experience and Skills of the Board of Directors under the Supplementary Principle 4-11-1, found under 'I. Basic Information on Company's Characteristics and Capital Composition and Basic Views on Corporate Governance'" as well as "2. Matters on Functions of Business Execution, Audit and Supervision, Nomination, and Remuneration Decisions (Overview of Current Corporate Governance System) under 'II. Business Management Organization and Other Governance Systems regarding Decision-making, Execution of Business and, Supervision in Management.'"
(5) Explanations with respect to the individual appointments and nominations
For the explanation of the reasons for nominations of External Directors, please refer to 1. Organizational Composition and Operation under "II. Business Management Organization and Other Governance Systems regarding Decision-making, Execution of Business and, Supervision in Management."
The reasons for appointment of Director candidates are disclosed in the reference material of the Notice of General Meeting of Shareholders.
Supplementary Principle 3.1.3: Initiatives on Sustainability
(1) Initiatives on Sustainability
As a leading company in the payment industry, the Company promotes business activities that support online and cashless migration, paperless operations, digital transformation (DX) and financial inclusion by building payment infrastructures as well as providing payment and financial-related solutions and platform. These are based on the "GMO-ism" shared with GMO Internet Group, under which the Company upholds the management principle of "contributing to society to pursue both spiritual and material prosperity for our partners."
The Company is engaged in resolving a wide array of societal issues such as socioeconomic revitalization and enhancement of corporate competitiveness through the Company's businesses that leverage innovations centered on payment to support a diverse range of corporate activities.
Together with our stakeholders who support the Company's business activities, we strive to contribute to the realization of a sustainable society and our customers' growth that in turn enhances the Company's corporate value and a sustainable high growth rate.
(2) Investment into human capital
Based on the idea that "a company is a place to foster personal growth," the Company continuously undertakes workstyle reforms to develop proprietary talent development programs and employee benefits, etc., as well as to share the vision among all employees for the growth of the business and company and to provide a workplace where employees can realize their full potential.
For further details, please refer to the Annual Securities Report, "Part II [Business Overview], 2. Approach to Sustainability and Related Initiatives, (5) Strategies, Indicators and Targets Related to Human Capital," as well as our corporate website.
Annual Securities Report : https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf (available in Japanese language only)
Website on "Social" : https://www.gmo-pg.com/en/sustainability/social/
(3) Opportunity and risks associated with climate change
As the leading company in the payment industry, the Company promotes payment services such as cashless migration to make cash payments unnecessary, digitalization of invoices to achieve paperless payment slips, etc. In addition, initiatives are underway to reduce GHG emissions in the Company's own businesses as well as in the supply chain by implementing what is effectively renewable energy for electricity used in data centers that process the payment data and through supplier chain engagement activities. The Company aims to realize a sustainable and decarbonized society by working to reduce the environmental burden of our customers and society through business operation that are environmentally mindful.
In addition, the Company has endorsed TCFD recommendations on January 2023 and will work to expand its information disclosure regarding climate change based on TCFD recommendations.
For further details, please refer to the Annual Securities Report, "Part II [Business Overview], 2. Approach to Sustainability and Related Initiatives, (4) Strategy, Indicators and Targets Regarding Climate Change" as well as our corporate website.
Annual Securities Report : https://www.gmo-pg.com/news/pdf/20251212_gmo_pg_ir_yuho.pdf (available in Japanese language only)
Website on "Environment" : https://www.gmo-pg.com/en/sustainability/environment/
Supplementary Principle 4.1.1: Scope and Content of the Matters Delegated to the Management
The Board makes decisions on matters of important management issues and on legal issues. The Board also oversees the execution of business responsibilities by the Directors.
The Executive Committee and Representative Director etc. are delegated to make decisions on matters other than the Board decisions and must comply to the standards set in internal rules and Executive Committee Rules.
Principle 4.9: Independence Standards and Qualification for External Directors
The Company stipulates the independence standards for External Directors in the Independence Standards and Rules for External Directors.
For further details on the specific contents of the independence requirements, please refer to the Annual Securities Report, "Part IV [Information on the Company], 4. Corporate Governance and Other Matters, (2) Status of Officers, (ii) Status of Outside Officers." (Japanese Language Only)
Supplementary Principle 4.10.1: Independence, Authorization and Roles of Committees on Matters Concerning Nomination and Remuneration
The Company has established the Nomination and Remuneration Committee as the voluntary committee for matters concerning nomination and remuneration of directors, etc. (excluding members of the Audit and Supervisory Committee) and is entrusted to function as both as a nomination committee and as a remuneration committee. For details, please refer to this document's "Advisory Committee, Overview of establishment, composition and chairperson of advisory committees" found under 1. Organizational Composition and Operation of "II. Business Management Organization and Other Governance Systems regarding Decision-making, Execution of Business and, Supervision in Management."
The majority of the members and the chairperson of the Nomination and Remuneration Committee is composed of independent External Directors at the Company.
Supplementary Principle 4.11.1: Views on the Appropriate Balance of Knowledge, Experience and Skill of the Board and its Diversity and Appropriate Board Size
Views on the Appropriate Balance of Knowledge, Experience and Skill of the Board and its Diversity (nationality, gender and age) and Appropriate Board Size Directors are selected based on their knowledge, experience and skills to effectively carry out their role and responsibility and by also being cognizant of the Board's diversity and appropriate size.
Candidate for Directors and Auditors will be selected on these policies and following the deliberations at the Nomination and Remuneration Committee, and will be formally proposed to the Board for the decision.
The skill matrix of each Director is shown in the "Basic Views on Corporate Governance" of the "Convocation Notice of the FY2025 (32nd) Annual Meeting of Shareholders" available on the company website.
https://www.gmo-pg.com/news/pdf/20251128_gmo_pg_ir_shosyu_en.pdf
Supplementary Principle 4.11.2: Status of Concurrent Positions of Directors and Auditors at Other Listed Companies
The concurrent positions held by External Directors are disclosed yearly in the reference material of the Notice of General Meeting of Shareholders, Business Report and the Annual Securities Report.
Supplementary principle 4.11.3: Analyzing and evaluating the overall effectiveness of the Board
The Company conducts a yearly analysis and evaluation of the effectiveness of the Board of Directors and strives to improve the functioning of the Board.
Specifically, the Company works to ensure that the Board's effectiveness is appropriately secured by incorporating a wide perspective including, but not limited to, its organizational design, nomination and remuneration of each Board member, as well as the Board's composition and its operation by incorporating both objective and quantifiable methods such as questionnaires conducted to all Directors. Concurrently, the issues and problems revealed in the evaluation process is continuously addressed by formulating and implementing improvement measures in order to further enhance the Board 's functions.
In the evaluation of the effectiveness of the Board of Directors conducted during FY2025, the Company has collected and analyzed the questionnaires on the 15 members of the Board (including five External Directors).
The findings shows that, decisions on management policy and on material business operations, reporting of business execution status are conducted appropriately. The evaluation concludes that an appropriate oversight of business operations is achieved, thereby securing the Board's effectiveness. Issues pointed out during the evaluation process include "consideration of successorship plans for the roles of Chief Executive Officer and others" and "providing training opportunities for Directors," all of which are being addressed continuously.
Supplementary Principle 4.14.2: Training policy for Directors
In principle, our training policy for Directors is predicated on each individual Director's decision as a management professional to acquire the necessary knowledge and to endeavor to refine their skills. Through thorough discussions held at the Board meetings and by conducting prior explanatory sessions for External Directors, we strive to deepen and share the knowledge and skills base among Directors.
Additionally, external seminars on Corporate Law, Corporate Governance and other topics may be provided based on the requests of Directors, as well as appropriate external seminars for newly appointed Directors, to acquire the requisite knowledge for their role.
Principle 5.1: Policy for Constructive Dialogue with Shareholders.
(1) Basic Views
The Company considers it important not to create inconsistencies or distortions between the capital markets' understanding towards the Company and the top management's understanding of the capital markets' views of the Company, through constructive and continuous dialogue with shareholders and investors, for the purpose of improving the medium and long term enterprise value and for sustainable growth.
The Investor Relations ("IR") headed by the Director in charge of IR is established to conduct such dialogues and hold several venues to communicate with shareholders and investors. In addition, it is the Company's policy that that the top management must directly explain, in their own words, and also directly answer the questions posed to them.
(2) Appointing a member of the management or a director who is responsible for overseeing and ensuring that constructive dialogue takes place and, measures to ensure positive cooperation between internal departments
The Director in charge of IR manages the shareholder and investor dialogues, as well as the oversees the IR Department under the Corporate Value Creation Strategy Division, and also liaises with other internal divisions and departments on a daily basis. Where it is feasible, the management staff including management executive will also attend such meetings with investors in Japan and overseas to conduct the explanations.
(3) Measures to promote opportunities for dialogue aside from individual meetings
The Company's basic policy is to convene results briefing on a quarterly basis for analysts and institutional investors, with the top management as the speaker including for the question-and-answer session. In addition, the Company adopts a policy to carry out semi-annual meetings with individual investors, in principle.
(4) Measures to appropriately and effectively relay feedback from shareholders
The Director in charge of IR regularly reports to the senior management and related parties on the opinions and concerns expressed by shareholders gathered through the dialogues and respond as appropriate. Additionally, periodic internal meetings as well as participation in results briefing by employees including managers also foster sharing of views and opinions expressed by shareholders.
(5) Measures to control insider information when engaging in dialogue
Close attention is paid not to relay insider information in the dialogues with shareholders through appropriate information management based on the information disclosure policy. Information disclosure policies are stated in the following company website.
https://www.gmo-pg.com/en/ir/policy-releasepolicy/
【Action to Implement Management That is Conscious of Cost of Capital and Stock Price】
| Description | Disclosure of initiatives (update) |
|---|---|
| Availability of English disclosure | Yes |
| Update date | December 15, 2025 |
Description of the relevant item
The Company is strongly aware of its responsibility towards shareholders to "strive to improve shareholder value by emphasizing capital efficiency."
The weighted average cost of capital (WACC) is estimated for the Group as a whole to calculate the capital cost, and WACC is utilized to reach management decisions when evaluating profitability of existing and new businesses at the regular Management Committee. Given the steady expansion of the Money Service Business, it is necessary to verify the profitability of the lending service that entail credit risks in particular. The Company makes decisions on profitability in this manner, as well as whether the business aligns with the management goal to achieve \100.0 bn by 2030 or 2031 in order to secure both growth and profitability and the optimization of business portfolio.
In addition, the management is strongly aware of the importance of appropriate information disclosure and investor relations (IR) activities in order to reduce any misalignment between the equity market and the Company. As such, the Company will work towards improving both the volume and quality of information disclosure to ensure that the Company's growth is appropriately and sufficiently evaluated by the market.
【Status on Engagement with Shareholders】
The Company is engaged in proactive and continuous dialogues with shareholders and investors, based on the aforementioned policy regarding conducting constructive dialogue with shareholders .
For details on the status please refer to the website's : https://www.gmo-pg.com/en/sustainability/governance/
2. Capital Structure
|
Foreign Shareholding Ratio |
More than 30% |
|---|
Status of Major Shareholders
|
Name/Company Name |
Number of shares owned |
Percentage (%) |
|---|---|---|
|
GMO Internet Group, Inc. |
31,172,200 |
40.72 |
|
The Master Trust Bank of Japan, Ltd. (Trust account) |
7,718,700 |
10.08 |
|
Custody Bank of Japan, Ltd. (Trust account) |
5,471,500 |
7.14 |
|
Sumitomo Mitsui Banking Corporation |
2,501,600 |
3.26 |
|
STATE STREET BANK AND TRUST COMPANY 505025 |
1,701,990 |
2.22 |
|
CEP LUX-ORBIS SICA V |
1,201,826 |
1.56 |
|
BNYM AS AGT/CLTS 10 PERCENT |
1,104,648 |
1.44 |
|
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC) |
1,090,232 |
1.42 |
|
STATE STREET BANK AND TRUST COMPANY 505103 |
876,346 |
1.14 |
|
STATE STREET BANK AND TRUST COMPANY 505001 |
732,466 |
0.95 |
|
Controlling Shareholder (except for Parent Company) |
――― |
|---|---|
|
Parent Company |
GMO Internet Group, Inc. (Listed on Tokyo Stock Exchange, Prime Section), Securities code: 9449 |
Supplementary Explanation
The above Status of Major Shareholders is based on the information in the Shareholder Register as of September 30, 2025.
3. Corporate Attributes
| Listed Stock Market and Market Section | Tokyo Stock Exchange, Prime Section |
|---|---|
| Fiscal Year-End | September |
| Type of Business | Information & Communication |
| Number of Employees (consolidated) as of the End of the Previous Fiscal Year |
From 500 to less than 1,000 |
| Sales (consolidated) as of the End of the Previous Fiscal Year |
From ¥10 billion to less than ¥100 billion |
| Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year |
From 10 to less than 50 companies |
4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder
In the event that transactions engaged in with GMO Internet Group, including new and recurring transactions, particular attention is paid on the rationality of the terms and conditions of the transaction and on comparing the terms and conditions of the transactions with external transactions from the perspective of protecting non-controlling interest. Specifically, the suitability of the conditions of the transactions and comprehensive comparisons with third-party transactions are conducted regularly and reported to the Board that must be participated by an External Director who is independent from the parent and parent company group.
Transactions and actions that entail a conflict of interest between the controlling shareholder and non-controlling shareholders are evaluated and deliberated at the Special Committee that includes independent participants such as independent External Director and reported to the Board which is vested to reach a decision.
5. Other Special Circumstances which may have Material Impact on Corporate Governance
(1) Independence from parent company
The Company's management principle is "Pursue both material and spiritual prosperity through our contributions to the progress and advancement of society." This management principle is founded on the Spirit Venture Declaration. Under our parent company GMO Internet Group, Inc.'s corporate slogan of "Internet for Everyone," the GMO Internet Group is engaged in the Internet Infrastructure Business, Internet Security Business, Online Advertising & Media Business, Internet Finance Business, Cryptoasset Business and the Incubation Business.
In conducting business activities, matters regarding business expansion, all aspects of operations, marketing and sales activities of each business are decided independently by the Company, excepting matters classified as "material items to be resolved" that is notified beforehand to the parent company, GMO Internet Group, Inc. Furthermore, the independence of management is determined to be secured and that concurrent positions held by Directors from GMO Internet Group do not impede the autonomous decisions of the management.
The following is the policies and views regarding group management espoused by the parent company.
(Below are excerpts from the Corporate Governance report of GMO Internet Group, Inc.)
The Company considers that the basis of group management is the distribution of authority and to pursue group-wide synergies based on the idea that self-reliant organizational operation through a non-hierarchical organization is the effective management structure in a rapidly-changing Internet market.
By thoroughly sharing and instilling the GMO-ism, while respecting the independence of above listed subsidiaries, Directors and partners (employees) maintain and enhance awareness of laws and regulations, ethics, etc. on an ongoing basis, are encouraged to work together, as well as generate group-wide synergies, so as to further enhance the corporate value of the Company.
The Company, as a parent and major shareholder, always remains sufficiently vigilant to the legal compliance system of above listed subsidiaries, and supports and provides advice on certain matters concerning compliance, building an internal control system when necessary and as appropriate, for the purpose of enhancing the overall group's corporate value."
"In order to enhance the corporate value of the entire Company, the Company pays sufficient attention to the status and compliance for laws and regulations at the listed subsidiaries and will provide advice and support, when and where necessary, on certain matters concerning compliance, building internal control systems, etc., as the parent and major shareholder of the listed subsidiaries.
We respect the independent management of the listed subsidiaries and devolve to the management of the respective companies. In addition, given the risk for conflict of interest between non-controlling shareholders of the listed subsidiaries and the parent company, each listed subsidiaries indigenously undertakes the selection, etc., of its External Directors. Also, each listed subsidiary indigenously conducts its own businesses including decisions on business matters and operations, sales activities of their businesses, etc. "
(2) Basic view and policy underlying group management
The Group strives to achieve stable management and achievement of business performance through the sound and flexible business operations of each company in the Group based on their respective business environments.
The group seeks to accelerate the business growth through increasing synergy and maintaining cohesion, while also securing the self-sufficiency and independence of each company's operations for the aim of maximizing the corporate value of the entire Group.
(3) Significance of having listed subsidiaries
GMO Financial Gate, Inc. is a listed consolidated subsidiary, that provides payment processing service in the offline markets such as credit card and debit card payments. Business opportunity in the offline market that GMO Financial Gate, Inc. addresses is expanding, given the backdrop of increasing cashless adoption and the need to tighten security as a national issue.
Through the improvement in recognition and social reliability achieved through listing and by strengthening its systems and business development through the use of proceeds from listing, GMO Financial Gate, Inc. expects sustainable medium-to-long term business opportunities that would enable it to fulfill its social mission in providing a social infrastructure as an offline payment services company.
In addition to striving to grow businesses in each of the respective domains, making efforts to maximize synergies will also contribute to growth throughout the Group as well as to accelerate the growth at GMO Financial Gate, Inc.
Given these considerations, maintaining majority ownership of GMO Financial Gate, Ltd and promoting businesses through the synergies will contribute to the enhancement of the corporate value.
(4) Measures to secure effective governance of listed subsidiaries
The Company intends to maintain GMO Financial Gate, Inc. as a listed subsidiary, while supporting its self-sufficient management and respecting its independence. In matters pertaining to business development and expansion, GMO Financial Gate, Inc. exercises an independent decision-making according to the decisions of its own management staff composed of a majority of dedicated Directors and independent Directors that do not pose a conflict of interest with the general shareholders and is not subject to approvals or instructions from the Company.
(Cited from Corporate Governance Report, December 15, 2025)
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