ガバナンスGovernance

Corporate Governance

Under our management principles, we will build a governance system that can effectively and efficiently achieve this. 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.

Corporate Governance Organizational Structure

・Board of Directors

The Board of Directors consists of 15 directors (including External Director 5) and is chaired by the representative director. The Board of Directors, which meets regularly once a month and meets extraordinary meetings as necessary, makes decisions on statutory matters and important management matters, supervises the execution of duties by directors, and strives to ensure transparency, efficiency, and fairness in decision-making. In addition, in order to further clarify the management responsibilities of directors and build a management system that can respond quickly to changes in the business environment, the term of office of directors excluding those who are members of the Audit and Supervisory Committee is set at one year. The term of office of directors who are members of the Audit and Supervisory Committee is two years.

・Audit and Supervisory Committee

The Audit and Supervisory Committee consists of four members who are External Director members of the Audit and Supervisory Committee. In accordance with the rules of the Audit and Supervisory Committee, the Audit and Supervisory Committee conducts audits by each Audit and Supervisory Committee member, attending important meetings as well as the Board of Directors, investigating the status of operations and assets, etc., and giving necessary instructions to Internal Audit Office and receiving reports.

・Management Committee

The Management Committee is an important decision-making body for business execution to strengthen the management supervisory function by separating supervision and execution, and is composed of some directors and executive officers, including the representative director, and meets at least once a month in principle. The Management Committee deliberates on important matters related to business execution based on the basic policy established by the Board of Directors, and is held to contribute to appropriate and prompt decision-making and efficient business execution.

・Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall be composed of directors (excluding those who are members of the Audit and Supervisory Committee). The committee consists of five directors (of which three are External Director), and External Director is appointed as the chairperson. As an advisory body to the Board of Directors, the Board of Directors deliberates on the policy for the appointment of Directors, etc., each candidate, the remuneration system for officers, the amount of remuneration, the plan for the successor of the Representative Director, etc., from an objective and fair perspective, and reports to the Board of Directors, etc. as necessary.

・ Internal Audit Office

当社は、内部監査室を設置し、３名の専任スタッフがグループの重要リスク及び内部統制に関する監査を実施しております。具体的には、当社が定める「内部監査規程」に基づき、社内各部門及び子会社を対象として、法令や定款、社内規程に基づき適法・適正に業務が行われているか内部監査を実施し、その結果を取締役会及び代表取締役に報告すると共に、監査等委員に説明しております。

・Risk Management Committee

In order to effectively and efficiently implement risk management for the entire Group, we have established a Risk Management Committee and are promoting initiatives throughout the Group.

・Special Committees

As an advisory body to the Board of Directors, the Special Committee is composed of five External Director members who are independent directors, and deliberates and examines important transactions and actions that conflict with the interests of the controlling shareholder and the minority shareholder in order to protect the interests of minority shareholders and strengthen the governance of the Board of Directors.

Continuous Improvement of Governance

・Policies and procedures for appointing directors

取締役の候補者の選任については、取締役がその役割・責務を実効的に果たすための知識・経験・能力を備え、取締役会の多様性（国籍・性別・年齢）と適正規模を両立させる形で構成されるよう留意しております。取締役候補者は、この方針に従って選定し、指名報酬委員会の審議を経た上で、取締役会に上申され、決定されます。

・Independence Standards for Outside Officers

In designating External Director, including those who are members of the Audit and Supervisory Committee, as independent officers, in order to determine their independence, the Company designates persons who meet the "Detailed Regulations on Independence Standards for Outside Officers" independently established by the Company as independent officers.

・Evaluation of the effectiveness of the Board of Directors

当社は、年1回、取締役会の実効性についての分析・評価を実施し、取締役会の機能の向上に努めております。
具体的には、取締役全員へのアンケート等の客観的・定量的な手法を取り入れつつ、取締役会の実効性に関する評価を行い、取締役会の構成や運営面にとどまらず、機関設計や各取締役の指名・報酬等の幅広い観点から実効性が適切に確保されるように努めております。
同時に、更なる機能強化を目指し、評価の過程で明らかとなった取締役会に係る課題については、継続的に改善策を立案し、実践を図っております。
2024年9月期における取締役会の実効性評価は、取締役15名（うち社外取締役5名）を対象にアンケートを実施し、回答結果の取りまとめ並びに分析を実施いたしました。
その結果、当社の取締役会については、現状、経営方針及び重要な業務執行の決定、業務執行状況の報告が適宜行われ、業務執行に対する適切な監督ができており、その実効性が確保されているものと評価しております。なお、分析及び評価の過程において、「後継者育成計画の監督の充実」並びに「内部統制・リスク管理に関する報告・議論の充実」「取締役のトレーニング機会の提供」等の課題が指摘されましたので、継続的に改善に向けた取り組みを行います。

・Remuneration of officers

In order to ensure the appropriateness of executive remuneration and the transparency of the decision-making process, the Company has established the Nomination and Remuneration Committee, chaired by External Director, as an advisory body to the Board of Directors. Directors (excluding those who are members of the Audit and Supervisory Committee) Remuneration (including bonuses, etc.) is determined by the Board of Directors after deliberation by the Nomination and Remuneration Committee.
Since the Nomination and Remuneration Committee conducts a multifaceted examination of the details of remuneration for individual directors, including consistency with the decision policy, the Board of Directors basically respects the report and determines that it is in line with the decision policy. In addition, the remuneration of directors who are members of the Audit and Supervisory Committee consists only of fixed remuneration from the viewpoint of emphasizing independence and objectivity in management, and the amount of remuneration for directors who are members of the Audit and Supervisory Committee is determined through consultation with the Audit and Supervisory Committee.
In addition, in order to further enhance sustainability management, ESG indicators have been incorporated into the individual targets of the officer in charge from the fiscal year ended September 2022.

Director Skills Matrix

identity	position	GMO-ism Practice ^*1	enterprise management	IT & security	risk management	Legal	Finance, accounting	payment processing company business	finance	global	investment (M&A)	ESG・ Sustainer Ability	board of directors Attendance rate ^*2	Audit & Supervisory Committee Attendance rate ^*2	Nomination and Remuneration Committee Attendance rate ^*2
Issei Ainoura	President & Chief Executive Officer	〇	〇										100%	-	-
Masatoshi Kumagai	Chairman of the Board	〇	〇										66%	-	-
Ryu Muramatsu	Director Executive Vice President	〇						〇		〇	〇	〇	100%	-	-
Satoru Isozaki	Director Executive Vice President	〇		〇	〇			〇				〇	100%	-	100%
Masashi Yasuda	director	〇					〇					〇	88%	-	100%
Hirofumi Yamashita	director	〇		〇									94%	-	-
Teruhiro Arai	director	〇					〇				〇		88%	-	-
Noriko Inagaki	director	〇					〇					〇	88%	-	-
Yuki Kawasaki	director	〇				〇							94%	-	-
Takashi Shimahara	director	〇			〇				〇	〇			94%	-	-
Fumio Kai	director	〇			〇				〇			〇	88%	-	-
Masayuki Hajikuro	Directors, Audit & Supervisory Committee Member	〇		〇	〇								-	-	-
Kazuhiko Okamoto	Directors, Audit & Supervisory Committee Member	〇	〇					〇		〇			100%	100%	100%
Yumi Hokazono	Directors, Audit & Supervisory Committee Member	〇					〇						100%	100%	100%
Osamu Ohkawa	Directors, Audit & Supervisory Committee Member	〇			〇	〇							100%	100%	-

*1 GMOイズムとは、「スピリットベンチャー宣言」をはじめとするGMOインターネットグループにおける社是・社訓の総称です。
*2 2024年9月期における取締役会開催数：18回　監査等委員会開催数：15回　指名報酬委員会開催数：2回

Corporate Governance Report

Raising awareness of management participation through the employee stock ownership plan

当社では、「全員社⻑主義」の考え方のもと、パートナー（従業員）一人ひとりが経営層と同じ視点を持って事業活動に取り組み、持続的成⻑を実現しています。パートナーの更なる経営参画意識の向上また資産形成の援助を目的として、従業員持株会制度を導入しています。
パートナーは当社株式を少額より継続して購入可能であり、拠出⾦額に対して10％の奨励⾦を支給しています。2024年9月末時点の従業員持株会への加入率は約34%であり、パートナー各自が株主の皆様と価値を共有し企業価値の更なる向上に努めております。

Promoting Engagement through IR Activities

In order to achieve the objectives of Corporate Governance, we will conduct more transparent management through timely disclosure of management information to shareholders and investors (timely disclosure) and investor relations activities (investor relations).

2024年9月期の活動実績（2023年10月1日～2024年9月30日）

activity	number of times
Financial Results Announcement and Briefing	4 times
1-on-1 Meetings	約490回
Participation in conferences sponsored by securities companies	9回
海外IRロードショー	1 time
Total number of companies interviewed, including Group MTG	約640社

Information Disclosure Policy

Risk

Status of Establishment of Risk Management System

当社は事業運営における様々なリスクに対し、最適かつ経常化されたコストで適切な事前対策を行うことによって事業の継続と安定的発展を確保するため、リスク管理体制を整備しております。
具体的には、当社の定める「リスク管理規程」に基づき、当社各本部及び各社毎の長を委員とするリスク管理委員会を設置し、四半期に一回以上開催する当該委員会においてリスクのアセスメント、対策の検討及び実行、実行状況のモニタリングを実施しております。当該委員会では、腐敗防止等のコンプライアンスに関するリスク、気候変動等も含む災害対策に関するリスク、システムセキュリティに関するリスク等、多岐にわたるリスクを網羅的に評価・管理しております。
また、当社取締役会は、当該委員会で議論・検証した結果について定期的に報告を受けることにより、当社全体のリスク管理に関するプロセスの適切性・有効性を監督しております。
なお、上記取り組みにより、2024年9月期に重大な不正・不祥事は発生しておりません。

Information security

Basic Concept

Our mission is to contribute to the realization of a safe and convenient payment for consumers and businesses, aiming to be the infrastructure for Japan payment processes. In conducting corporate activities in accordance with this mission, we utilize our unique information assets and are working on information security measures based on the recognition that protecting information assets from external threats is the most important management issue.
Specifically, in order to prevent computer intrusions, computer viruses, cyber attacks, etc. by unauthorized means, we are taking appropriate measures such as security measures against unauthorized intrusion from the outside and inside, a 24-hour system monitoring system, and the development and operation of internal regulations.
In addition, we schedule education and awareness-raising activities every fiscal year, and operate and manage them so that measures take root in the organization. In addition to conducting thorough training at the time of joining the company, we regularly conduct training to deepen understanding of the basic policies and rules and ensure compliance, focusing on videos to raise awareness of thorough information security measures and the Company's security rules stipulated as an information security management system (ISO27001). In addition, personnel with specialized knowledge are assigned to Internal Audit Office, and external experts participate in the Risk Management Committee to enhance the effectiveness of risk assessments.

Information Security Risks and Countermeasures

(1) System downtime and information security

・Risk: Risk of service suspension due to natural disasters or accidents, computer intrusion by unauthorized means from the outside, disconnection of communication networks or application malfunctions due to computer viruses, cyber attacks, etc., or unexpected system downtime of payment processing business credit card companies, etc., or defects in the Company's systems.
・Countermeasures In order to avoid risks, we are taking appropriate measures as appropriate by taking security measures against unauthorized intrusion from outside and inside, a 24-hour system monitoring system, redundancy of system configurations, enrollment in insurance, and the development and operation of internal regulations.

(2) Leakage of card information from member stores, etc.

・Risk: Credit card information may be leaked from the Company's member stores, etc., and the merchant will be liable for compensation. payment In the event of incompetence, the Company may compensate for credit card reissuance fees, etc. as joint and several liability.
・Countermeasures In order to mitigate this risk, we are promoting services in which credit card information is held by the Company rather than the Merchants, etc., and by strengthening the management of the Merchants that hold the information.

(3) Possibility and impact of leakage of personal information

・Risk: Risk of leakage of important information such as credit card numbers and personal information such as names, addresses, telephone numbers, and e-mail addresses stored in databases under the management of the Company
・Countermeasures We are a member of the Japan Credit Association, and in addition to operating personal information management based on the personal information protection guidelines required by the association, we have established a thorough system such as acquiring the Privacy Mark. On the other hand, the Company has established a Risk Management Committee to effectively and efficiently implement risk management, and the Committee meets at least once a quarter to report the status of risk management examined to the Representative Director, the Board of Directors, and the Audit and Supervisory Committee as appropriate.

As part of our efforts to strengthen our risk management system, we have acquired the following certifications related to information security.

・Obtained ISO27001 conformity certification
All of our business sites have been certified to conform to ISO/IEC27001:2013 (domestic standard JISQ27001:2014), which is a global standard for information security management.

・Acquisition of the Privacy Mark
Regarding the handling of personal information, we have acquired the Privacy Mark, which certifies businesses that comply with the Japan Industrial Standard "JIS Q 15001:2017 Personal Information Protection Management System - Requirements" and have established a system to take appropriate protection measures for personal information.

・PCI DSSに完全準拠
当社のサービスは、JCB・AmericanExpress・Discover・MasterCard・VISAの国際クレジットカードブランド5社が共同で策定した、クレジット業界におけるグローバルセキュリティ基準PCI DSSVer4.0.1に完全準拠しております。全てのお客様に、安全なクレジットカード決済とともに安心をお届けいたします。

Security compliance

compliance

当社では、コンプライアンスの対象をa.法令等、b.倫理・社会規範、c.諸規程・規則、手続等、d.経営ビジョン等と捉え、法令の遵守を含めた「社会的要請への適応」（いわゆるフルセットコンプライアンス）であるとの認識のもと、全パートナーに対してコンプライアンス遵守意識の向上を図っております。
「コンプライアンス管理規程」及び「不祥事件に関する社内細則」にてコンプライアンス違反を含む不祥事件やそのおそれがある際は、速やかにコーポレートサポート本部に報告し、コーポレートサポート本部は取締役会等に報告・連携の上、必要な事項の調査、解決に向けた必要かつ適切な対応の実施及び再発防止策の作成・周知徹底を行うことを定めております。
また内部監査室は年間の監査計画のもと、関連法令・定款及び社内規程等の遵守状況を確認し、改善を要求する状況が確認された場合には是正措置を講じた上、是正状況についても引き続き確認を行ってまいります。社内においてコンプライアンス違反と思われる事例が発生した場合については、通常の指揮命令系統に基づく報告体制のみならず、内部通報制度を構築・運用しております。
なお、2024年9月期に腐敗に関連する罰金、罰則、和解等に係るコストを含むコンプライアンス違反等に関するコストは発生しておりません。

Code of Conduct

We recognize the importance of compliance with laws and regulations and the maintenance and improvement of corporate and employee ethics, and we have compiled it as a code of conduct, and we repeatedly make it known to our partners (employees) and encourage them.
We consider compliance to mean not only compliance with laws and regulations, maintenance and improvement of corporate and employee ethics, but also a full set of compliance that includes so-called "adaptation to social demands." In order to put these into practice, we comply with internal rules and strive to prevent problems from occurring through an open work environment and smooth communication. On the other hand, in the event of a problem, we have established a system to immediately report and consult with relevant parties, including superiors, and to promptly implement appropriate and effective improvement measures. In addition, the Risk Management Committee assesses risks related to compliance, including acts that violate the Code of Conduct, and the Board of Directors supervises the effectiveness of the development and operation of internal rules, including the Code of Conduct, by receiving reports on the results of verification by the Risk Management Committee.
Based on these efforts, our partners will regard this Code of Conduct as a guideline for their daily conduct and will act with common sense and responsibility as members of society.

Code of Conduct

Anti-Corruption

Basic Concept

The Company's "Code of Conduct for Officers and Employees" stipulates matters related to anti-corruption, such as compliance with the Antimonopoly Act, conflicts of interest, prohibition of gifts and entertainment to public officials or equivalent persons, prohibition of gifts and entertainment to business partners that exceed socially accepted norms, donations and donations in compliance with laws and regulations, and efforts to prevent money laundering, etc.

腐敗防止方針

Anti-Corruption Initiatives

当社は、当社との取引を行おうとする加盟店について、公序良俗に照らして問題のある業務を営んでいないかの確認を含めた加盟店管理審査を実施しております。
当社の取締役会は、コンプライアンス担当役員よりコンプライアンス施策の実施状況や結果について定期的に報告を受け、グループ全体のコンプライアンスを監督しております。
当社は、機密性・公正性・客観性を担保した内部通報窓口を社内及び社外に設置しております。
コンプライアンスに関する当社の理念や経営陣からのメッセージを全従業員向けに継続的に周知し、定期的に読み合わせや議論を実施することでコンプライアンス風土の醸成を図っています。また、「コンプライアンス管理規程」にてコンプライアンス経営の意義および重要性等の周知徹底及び教育について定めており、定期的な研修の実施とフォローアップを行っております。
なお、2024年9月期に腐敗防止に係る社内規程違反による懲戒処分及び懲戒解雇の対象者はいませんでした。

Political donations

We do not make political contributions.

Tax Policy

Basic Concept

Based on management principles "Pursue the spiritual and physical enrichment of our comrades by contributing to the progress and development of society," we will contribute to the development of the economies and local communities of each country through fair tax payments. We will file and pay taxes appropriately in accordance with the tax-related laws and regulations of each country and region in which we operate. In addition, we will strive to optimize tax costs, such as by utilizing preferential tax systems that are available within the scope of legitimate business activities. We will not take advantage of preferential tax treatment that deviates from the intent of the tax law, excessive tax planning that does not involve actual business conditions, or arbitrary tax avoidance measures that unfairly take advantage of tax havens.

Tax Governance

The responsibility for the Company's tax governance is assumed by the Director Executive Vice President, which is in charge of corporate operations, and under the supervision and guidance of the , the accounting department conducts tax practices under the guidance of the Accounting and Finance Executive Manager. In considering tax risks, we obtain advice from external advisors. In the event of a serious tax problem, it shall be reported to the Board of Directors.

国別納付税額（2024年9月期）

Unit: 100,000,000
country	Amount of tax paid
日本	144.1
アメリカ	2.0
Others (Southeast Asia, India, etc.)	1.1

*Aggregates corporate tax, etc.

Corporate Governance

Based on the management principle, the Company implements governance systems that can effectively and efficiently realize this principle. The Company's basic view on corporate governance is to implement measures and develop necessary management oversight systems for sound progress while simultaneously securing the legal compliance and efficiency of management, and corporate governance is positioned as one of the highest priority management issues.

Corporate Governance Structure

・The Board of Directors

The Board of Directors is comprised of 15 Directors (including 5 external directors) . The Representative Director functions as the chairperson of the Board. The Board convenes its regular session once every month and can hold extraordinary sessions when necessary to resolve important management and legal issues. In addition, the Board supervises the execution of duties of Directors, and endeavors to secure the fairness, efficiency and transparency of the decision-making process. Furthermore, the term of office of a Director excluding members of the Audit and Supervisory Committee is one year, in order to establish a management system that can respond agilely to the changes in the business environment and clearly define the Director's management responsibility. Moreover, the term of office of a Director who are members of the Audit and Supervisory Committee is two year.

・Audit and Supervisory Committee

The Audit and Supervisory Committee consists of four External Directors. Based on the Rules of the Audit and Supervisory Committee, each member must share and partake in the task of attending the Board of Directors meetings and other important meetings as well as share in conducting investigations of operations and financial condition, etc. In addition, the Audit and Supervisory Committee carries out supervision through such activities as receiving reports and issuing instructions when necessary to / from the Internal Audit Office.

・Management Committee

The Management Committee is the decision-making body for the execution of important business operations in order to strengthen the management oversight function through the separation of supervision and execution. The Management Committee is comprised of the Representative Directors and some Directors and Executive Officers, and convenes once a month or more, in principle. The Management Committee is formed to facilitate the efficient execution of operations, and make timely and appropriate decisions through deliberations on important matters related to the execution of operations carried out in accordance with the Basic Policy of the Board.

・Nomination and Remuneration Committee

The Nomination and Remuneration Committee is a voluntary body covering matters pertaining to nomination and remuneration of Directors (excluding member of the Audit and Supervisory Committee). The Nomination and Remuneration Committee is comprised of five Directors (of which, three are External Directors) and is chaired by an External Director. The Nomination and Remuneration Committee acts as an advisory body to the Board of Directors and make proposals to the Board of Directors whenever necessary, on matters concerning appointment policy of Directors, screening of candidates, Director's remuneration system, remuneration amount, and succession plans for the role of Representative Director by carrying out fair and objective deliberations.

・Internal Audit Office

The Company establishes the Internal Audit Office which is comprised of three dedicated staff member that conduct the audit of material risks and internal controls of GMO-PG and its consolidated companies. Specifically, the Internal Audit Office conducts internal audits of each department of the Company and its consolidated subsidiaries to ascertain whether operations are compliant and conducive with legal regulations, Articles of Incorporation, internal rules, in accordance with the Rules on Internal Audit. The findings are reported to the Representative Director and also explained to the Audit and Supervisory Committee.

・Risk Management Committee

The Company establishes a Risk Management Committee that undertakes risk management for the overall GMO-PG and its consolidated companies in an effective and efficient manner.

・Special Committee

The Special Committee acts as an advisory body to the Board of Directors and consists of five external directors vested with the responsibility to deliberate on important transactions and actions with conflict of interest between controlling and non-controlling shareholders.

Continual Improvement of Governance

・Selection Policies and Nomination Procedures of Directors

The selection of Directors makes due consideration of Directors who are equipped with the knowledge, experience and skill to effectively carry out their role and responsibility and will be mindful to achieve the appropriate size and diversity of the Board. Candidate for Directors will be selected on these policies and following the deliberations at the Nomination and Remuneration Committee, will be formally proposed to the Board for the decision.

・Independence Standards for External Directors

In making the decision for designating External Directors including members of the Audit and Supervisory Committee as independent Directors, the Company designates as independent Directors those who fulfill the proprietary standards set forth in the Independence Standards and Rules for External Directors.

・Evaluating the Effectiveness of the Board

The Company strives to improve the effectiveness of the Board by incorporating evaluation and analysis once a year at the Board meeting, carried out primarily by the Audit and Supervisory Committee.
More concretely, the Company works to ensure the Board's effectiveness based on a broad perspective that is not limited to the composition and operations, but also including the organizational design, nomination and remuneration by incorporating objective and quantifiable methods, such as questionnaires completed by all Directors.
Concurrently, the issues revealed in the evaluation process are continuously addressed through formulating and executing on improvement measures, in order to further enhance the Board's functioning.

・Director's Remuneration

In order to secure the transparency of the remuneration determination process and the appropriateness of the remuneration, the Company establishes the Nomination and Remuneration Committee that acts as an advisory body to the Board of Directs and is chaired by an External Director. The remuneration (including bonus and other remunerations) for Directors (excluding members of the Audit and Supervisory Committee) is decided by the Board of Directors following due deliberations by the Nomination and Remuneration Committee.
The remuneration for each individual Director is decided by the Board and is deemed to basically align with the report and determination policy set forth by the Nomination and Remuneration Committee, following the Committee's multi-faceted considerations including the consistency with the policies adopted. Furthermore, the remuneration of Directors who are members of the Audit and Supervisory Committee consist only of a fixed remuneration amount in the interest of securing independence and objectivity from management, and the fixed remuneration amount is decided through discussions in the Audit and Supervisory Committee.
Furthermore, in order to further advance sustainability management, ESG indicators have been incorporated into the individual target of the Director in charge from FY ending September 2022.

Directors' Skill Matrix

Name	Position	Practice of GMO-ism^*1	Corporate Management	IT/Security	Risk Management	Legal Affairs	Treasury and Accounting	Payment Processing Business	Finance	Global	Investment (M&A)	ESG/ Sustainability	Attendance rate for Board meeting^*2	Attendance rate for Audit and Supervisory Committee^*2	Attendance rate for Nomination and Remuneration Committee^*2
Issei Ainoura	President and Chief Executive Office	〇	〇										94%	-	-
Masatoshi Kumagai	Chairman and Director	〇	〇										100%	-	-
Ryu Muramatsu	Director, Executive Vice President	〇						〇		〇	〇	〇	100%	-	-
Satoru Isozaki	Director, Executive Vice President	〇		〇	〇			〇				〇	100%	-	100%
Masashi Yasuda	Director	〇					〇					〇	100%	-	100%
Hirofumi Yamashita	Director	〇		〇									100%	-	-
Teruhiro Arai	Director	〇					〇				〇		94%	-	-
Noriko Inagaki	Director	〇					〇						100%	-	-
Yuki Kawasaki	Director	〇				〇							100%	-	-
Takashi Shimahara	Director	〇			〇				〇	〇			94%	-	-
Fumio Kai	External Director	〇			〇				〇			〇	100%	100%	-
Kazutaka Yoshida	External Director, Audit and Supervisory Committee	〇		〇	〇								100%	100%	100%
Kazuhiko Okamoto	External Director, Audit and Supervisory Committee	〇	〇					〇		〇			94%	94%	100%
Yumi Hokazono	External Director, Audit and Supervisory Committee	〇					〇						100%	100%	100%
Osamu Ohkawa	External Director, Audit and Supervisory Committee	〇			〇	〇							-	-	-

*1 GMO-ism refers to GMO Internet Group, Inc.'s collective corporate motto consisting of "Venture Spirit Declaration," "55-Year Plan," in addition to the "Rules for Senior Manager" and "Laws of Winning."
*2 Number of Board meetings convened: 17; Number of Audit and Supervisory Committee meetings convened: 19; Number of Nomination and Remuneration Committee meetings convened: 2

Corporate Governance

Raising Awareness of Participation in Management through the Employee Stock Ownership Plan

Based on our ideology of "Everyone is the President," we aspire to foster all partners (employees) to incorporate the same perspective as the management team in carrying out business activities to realize sustainable growth. The Company establishes the Employee Stock Ownership Plan to further raise awareness of participation in management by the partners and to aid in their asset accumulation.
Partners can purchase the Company's shares from small installments, and the Company provides a 10% incentive payment for such share purchases. As of the end of September 2023, the participation rate in the Employee Share Ownership plan is 35%. Each partner continues to strive to raise the corporate value by sharing the same values as our general shareholders.

Engagement through IR Activities

The Company carries out timely disclosure of management information and investor relations (IR) activities for shareholders and other investors to enhance the transparency of management in order to achieve the aims of corporate governance.

Summary of Activities for FY2022 (from October 1, 2022 to September 30, 2023)

Activity	Number of Events
Financial results announcements and briefings	4 times
One-on-one meetings	Approx. 400
Participation in broker conferences	15 times
Number of meetings including group meetings	Approx. 590

Information Disclosure Policy

Risk Management

Status of Risk Management Structure

In order to tackle the various risks associated with business operations, the Company has developed a risk management structure to secure stable growth and business continuity by optimizing and deploying costs required to carry out preemptive measures on a permanent basis.
Specifically, the Risk Management Committee has been established, comprised of the heads of divisions at GMO-PG and its consolidated companies, to carry out risk assessment, the formulation and execution of countermeasures, as well as monitoring. This Committee comprehensively evaluates and manages various risks including compliance risks such as anti-corruption, natural disaster-related risks including climate change and risks associated with system security, among others.
The Board of Directors supervises the effectiveness and appropriateness of corporate-wide risk management based on periodic reports on the discussions and evaluations of the Committee.
Note that, due to the above initiatives, there have been no scandals nor material wrongdoing during FY2023.

Information Security

Basic View

The Company's mission is the realization of a secure and convenient cashless payment for consumers and business operators by aiming to become the infrastructure of Japan's payment process. In conducting corporate activities aligned with this mission, the Company is engaged in information security measures based on the awareness that protection of information assets from external threats is the highest management issue as well as in utilizing the proprietary information assets.
Specifically, necessary measures are in place such as internal rules, 24-hour system surveillance and security measures against malicious infiltration both from within and outside the Company to prevent cyber-attacks and computer viruses and other malicious infiltration of computers.
Additionally, yearly educational and awareness-raising activities are scheduled to ensure that these measures take root.
Thorough education is periodically conducted at the start of employment using compliance training programs to ensure a deeper understanding of procedures, the purpose of security rules, basic policies and rules stipulated under the information security management system (ISO27001). These are combined with awareness raising videos on information security measures. Additionally, improving the effectiveness of risk assessment is also carried out by inviting external experts to participate in the Risk Management Committee and by assigning employees with specialized knowledge to the Internal Audit Office.

Risks and Responses to Information Security

①System Failure and Information Security

・Risk : Risk of service disruptions caused by unforeseen system failures on the part of payment providers (such as credit card companies) and/or weaknesses in the Company's systems that result in the disruption of communication networks and the malfunctioning of applications caused by cyberattacks, computer viruses, and/or unauthorized computer access from an external source or natural disasters or accidents.
・Response : The following requisite and appropriate responses are enacted to mitigate risks, such as security measures against unauthorized access from external and internal sources, a 24-hour surveillance structure, duplication of system configuration, insurance policy enrollment, and development of internal rules on operations.

②Credit Card Information Breach at Merchants

・Risk : Risk of joint liability to cover the indemnity cost of reissuing credit cards when the merchant, etc., does not have the capacity to fulfill the obligation in the event of information leakage of credit card information occurring at the merchant.
・Response : In order to mitigate this risk, the Company undertakes strengthened management of merchants that store such information as well as promotes services where the credit card information is stored by the Company and not by the merchant.

③Potential Breach of Personal Information and Its Impact

・Risk : Risk of external leak of database information managed by the Company that contains personal information such as credit card information, names, addresses, telephone numbers, and email addresses.
・Response : The Company has implemented a solid system that qualifies for the PrivacyMark in order to ensure against this risk. In addition, as a member of the Japan Consumer Credit Association, personal information management operations are implemented in accordance with the Personal Information Protection Policy. Furthermore, the Company established the Risk Management Committee to implement effective and efficient risk management. The Risk Management Committee convenes once every quarter and reports its findings on risk management to the representative directors, Board of Directors, and Audit and Supervisory Committee.

The following certifications for information security have been certified as measures to strengthen the risk management structure.

・Acquired accreditation for compliance for ISO27001
Acquired accreditation for compliance for ISO/IEC 27001:2013 (JIS Q27001:2014), the global standard for information security management applicable to all of the Company's business locations

・Acquired PrivacyMark certification
In recognition of the appropriate measures to safeguard personal information, the Company received the PrivacyMark certification that signifies compliance with the Japanese Industrial Standard for personal information protection, JIS Q15001:2017.

・Fully PCI DSS Compliant
The Company's services are in full compliance with version 4.0.1 of the PCI DSS global security standard for the credit card industry, which was jointly formulated by the five global credit card brands: JCB, American Express, Discover, MasterCard and Visa. As such, we are delivering peace of mind to all of our customers, in addition to securing credit card payments.

Security compliance

Compliance (Legal Compliance)

Compliance

The Company considers the scope of compliance that includes: a) laws and ordinances, b) ethics and social norms, c) rules, regulations, and procedures, and d) management vision. The Company works to raise the compliance mindset of all partners based on the awareness of "adapting to the demands of society" (known as the full-set compliance), which includes adherence to related government laws and ordinances.
Under the Rules of Compliance Management and Internal Rules Regarding Misconduct, all incidents of misconduct including compliance violations that occurred or is likely to occur must be reported to Corporate Support Division promptly, and the Corporate Support Division is stipulated to carry out necessary investigation and implement the required and appropriate response for resolution, as well as formulate and disseminate the preventative measures, with due reporting and collaboration with Corporate Support Division.
The Internal Audit Office reviews the state of compliance with ordinances, articles of incorporation, company rules and other such regulations based on the yearly Audit and Supervisory Plan. Corrective measures are undertaken if a circumstance is found to require improvement as well as follow-up to ensure these corrective measures are enforced. If an incident where a compliance violation is suspected occurs, the Company has developed and operates a whistleblower system in addition to the normal reporting system based on chain of command.
Note that no costs related to compliance violations, including penalties, fines and settlement payments related to corruption, have been incurred in FY2023.

Code of Conduct

The Company acknowledges the importance of compliance with laws and regulations, improving and maintaining corporate and employee ethics which is compiled into the Code of Conduct and carries out regular awareness-raising and other efforts to partners (employees).
The Company's intention encompasses the full set of compliance which is not limited to compliance to laws and regulations, improving and maintaining corporate and employee ethics but also to 'adaptation to social demands.' In order to put this into practice, the Company strives to preemptively prevent the occurrence of any problems through compliance with internal rules and an open and smooth communication in the work environment. On the other hand, in case a problem arises, the issue is reported and consulted with the line manager and there are systems in place to enable a speedy, effective and suitable improvement measures.
With the help of such initiatives, partners of the Company are entrusted to act in a responsible and sensible manner and internalize the Code of Conduct as a guiding principle of their daily behavior.

Code of Conduct

Anti-Corruption

Basic View

The Company's Code of Conduct for Directors and Employees stipulates related anti-corruption clauses including compliance with Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (the Anti-Monopoly Act), acts of conflicts of interest, prohibition of gift-giving or entertainment of public officials or those deemed to be as well as overseas public officials or those deemed to be, prohibition of gift-giving and entertainment in excess of socially acceptable levels to business counterparts, measures on anti-money laundering and other similar acts and, contributions and charitable donations that abide with laws and ordinances.

Anti-Corruption Initiatives

The Company carries out the merchant management assessment on merchants that are likely to enter into a commercial transaction with the Company, to assess whether the business of the merchant is offensive to public order and standards of decency.
The Board of Directors monitors the compliance of GMO-PG and its consolidated companies by receiving regular reports on the compliance initiatives and its implementation from the officer in charge of compliance.
The Company has established a whistle-blower reporting system internally and externally that ensures confidentiality, fairness and objectivity.
The Company continuously works to disseminate the Company's principles and messages from top management that are related to compliance and foster a compliance culture through periodically reading aloud and debates. In addition, the Company conducts regular training and follow-up sessions in order to educate and thoroughly disseminate the significance and importance of compliance management as per the Rules on Compliance Management.
Note that there were no individuals subject to disciplinary action or dismissal due to violations of the Code of Conduct related to anti-corruption during FY2023.

Political Donations

The Company does not make political donations.

Tax Policy

Basic View

Under the management principle to "By contributing to society, we pursue both spiritual and material prosperity for our partners." the Company contributes to the economy and local community of that jurisdiction through the fair and full payment of taxes. The Company appropriately files and pays the taxes based on the relevant laws and regulations on taxation of that country/region in which the business activity takes place. In addition, the Company will endeavor to optimize its tax cost through the use of tax incentives and benefits within the scope of legitimate business activities. The Company will not engage in arbitrary tax avoidance measures to make unreasonable and unjust use of tax havens and excessive tax planning on non-existent businesses, nor abuse tax incentives in a manner not aligned with the purpose stated in the relevant tax law.

Tax Governance

The Executive Vice President of the Company, overseeing corporate operation, bears responsibility over tax governance, and the Accounting Division carries out the taxation operations under the management and instructions from the General Manager of Accounting & Finance Management Department. Consideration of taxation risks is carried out with the advice from external advisors. Occurrence of material problems related to taxation is reported to the Board of Directors.