ガバナンスGovernance

Corporate 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

The Company has established a Internal Audit Office with three dedicated staff members who conduct audits of the Group's material risks and internal controls. Specifically, in accordance with the Internal Audit Regulations established by the Company, the Company conducts internal audits of each department and subsidiary within the Company to ensure that business is being conducted legally and appropriately in accordance with statutory regulations, the Articles of Incorporation, and internal regulations, and reports the results to the Representative Director and explains them to the Audit and Supervisory Committee members.

・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

With regard to the appointment of Directors, the Company takes care to ensure that the Board of Directors has the knowledge, experience, and abilities necessary to effectively fulfill their roles and responsibilities, and that the Board of Directors is composed in a manner that balances the diversity (nationality, gender, and age) and the appropriate size of the Board of Directors. Candidates for directors are selected based on this approach, and after deliberation by the Nomination and Remuneration Committee, they are submitted to the Board of Directors for decision.

・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

The Group analyzes and evaluates the effectiveness of the Board of Directors once a year and strives to improve the functions of the Board of Directors.
Specifically, the Board of Directors is working to evaluate the effectiveness of the Board of Directors, incorporating objective and quantitative methods such as questionnaires to all directors inside and outside the company, and strives to ensure that the effectiveness of the Board of Directors is appropriately ensured from a wide range of perspectives, including organizational design and the nomination and remuneration of each director, as well as the composition and operation of the Board of Directors.
At the same time, with the aim of further strengthening functions, we are continuously formulating and implementing improvement measures for issues related to the Board of Directors, which were highlighted in the evaluation process.

・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

*1 GMO-ism is a general term for the GMO Internet Group's unchanging goals, such as the Spirit Venture Declaration and the 55-Year Plan, as well as the corporate motto and Our values that express the Executives' Wisdom and the Law of Victory.
*2 Number of meetings of the Board of Directors: 17 Audit and Supervisory Committee meetings: 19 times, Number of meetings of the Nomination and Remuneration Committee: 2 times

Raising awareness of management participation through the employee stock ownership plan

Based on the concept of "all employees are the company's president," each and every one of our partners (employees) engages in business activities from the same perspective as management and achieves sustainable growth. We have introduced an employee stock ownership plan with the aim of further raising the awareness of our partners to participate in management and to assist in the formation of assets.
Partners can continue to purchase small amounts of our shares and receive a 10% incentive on the amount of their contributions. As of the end of September 2023, approximately 35% of our partners are members of the Employee Stock Ownership Plan, and each partner shares value with shareholders and strives to further enhance our corporate value.

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).

Activities for the fiscal year ending September 2023 Actual (October 1, 2022 ~ September 30, 2023)

Risk

Status of Establishment of Risk Management System

We have established a risk management system to ensure business continuity and stable development by taking appropriate precautions at optimal and recurring costs for various risks in business operations.
Specifically, in accordance with the "Risk Management Regulations" established by the Company, the Company has established a Risk Management Committee consisting of the heads of each division and each company of the Company, and the committee, which meets at least once a quarter, assesses risks, examines and implements countermeasures, and monitors the status of implementation. The committee comprehensively evaluates and manages a wide range of risks, including risks related to compliance such as anti-corruption, risks related to disaster countermeasures including climate change, and risks related to system security.
In addition, the Board of Directors of the Company supervises the appropriateness and effectiveness of the Company's overall risk management processes by receiving regular reports on the results of discussions and verifications by the relevant committees.
As a result of the above initiatives, no serious fraud or scandals occurred in the fiscal year ended September 2023.

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.

• Fully PCI DSS compliant
Our services are fully compliant with PCI DSSVER 3.2.1, a global security standard for the credit card industry, jointly formulated by five international credit card brands: JCB, American Express, Discover, MasterCard, and VISA. We provide peace of mind to all our customers with a safe Credit card payment.

compliance

compliance

We consider compliance to be a) laws and regulations, b) ethics and social norms, c) regulations, rules, procedures, etc., and d) management vision, etc., and we are working to raise awareness of compliance among all partners based on the recognition that "adaptation to social demands" (so-called "full set compliance"), including compliance with laws and regulations, is the subject of compliance.
The "Compliance Management Regulations" and "Internal Detailed Regulations on Scandals" stipulate that any scandal involving a compliance violation or a risk of such a scandal shall be promptly reported to the Corporate Support Division, and the Corporate Support Division shall report and cooperate with the Board of Directors, etc., to investigate necessary matters, implement necessary and appropriate measures to resolve them, and create and disseminate measures to prevent recurrence.
In addition, based on the annual audit plan, Internal Audit Office will check the status of compliance with relevant laws and regulations, the Articles of Incorporation, internal regulations, etc., and if a situation requiring improvement is identified, we will take corrective measures and continue to check the status of correction. In the event of an incident that appears to be a compliance violation within the company, we have established and operate a whistleblowing system in addition to a reporting system based on the normal chain of command.
In the fiscal year ended September 2023, we did not incur any costs related to compliance violations, including fines, penalties, and settlements related to corruption.

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.

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.

Anti-Corruption Initiatives

The Company conducts a merchant management review of merchants who intend to do business with the Company, including confirmation that they are not engaged in problematic business in light of public order and morals.
The Company's Board of Directors receives regular reports from the officer in charge of compliance on the status and results of the implementation of compliance measures, and supervises compliance throughout the Group.
The Company has established internal and external whistleblowing hotlines that ensure confidentiality, fairness, and objectivity.
We are working to foster a corporate culture of compliance by continuously disseminating our philosophy on compliance and messages from the management team to all employees, and by regularly reading and discussing them. In addition, the "Compliance Management Regulations" stipulate thorough dissemination and education on the significance and importance of compliance management, and regular training and follow-up are conducted.
In the fiscal year ended September 2023, no employees were subject to disciplinary action or dismissal for violating internal rules related to anti-corruption.

Political donations

We do not make political contributions.

Tax Policy

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.

Amount of tax paid by country (fiscal year ending September 2023)

*Aggregates corporate tax, etc.