Basic Policy on Corporate Governance

The Company endeavors to steadily increase shareholder value on a long-term basis, based on the recognition that it is essential for corporate governance to function effectively in order to pursue sustainable enhancement of corporate value in the IT industry, where the operating environment is subject to constant change.
In addition to respecting all stakeholders and raising corporate soundness and transparency, with an aim to achieve a steady increase in shareholder value on a long-term basis, the Company strives to develop an internal structure which allows for prompt and rational decision-making as well as streamlined business execution, and to thereby solidify its corporate governance.

Corporate Governance Report (English)PDF（905KB）

Transition of Corporate Governance Enhancement

The Company considers the development and strengthening of its corporate governance system to be one of its highest managements priorities, and is implementing ongoing initiatives to this end.

Overview of Corporate Governance Structure

The Company, which offers a platform service as its core business, has adopted a Corporate Auditor system. This is to ensure managerial efficiency and soundness, it is effective to have in place a structure where the Board of Directors, consisting of Directors who are familiar with the Company’s business, decides on basic management policies and important business execution, while Corporate Auditors, with strong legal authority, audit the Directors’ execution of duties from an independent position.
The Company has strengthened the supervisory function of its Board of Directors by appointing independent External Directors as the majority for the board. It has also set up the Nomination and Compensation Committee, in which External Directors comprise the majority, and the Council of External Directors and Auditors, which consists solely of external officers (External Directors and External Corporate Auditors).

（As of February 26,2026）

①Board of Directors

The Company currently has eleven Directors. Independent　External Directors are to comprise a majority of the Board of Directors, and accordingly, six among the eleven are independent External Directors.
In addition to the requirements of independent officers set forth in the Companies Act and by the Financial Instruments and Exchange, the Company has stipulated independence criteria for appointing independent External Directors. The Company appoints External Directors in accordance with these standards, with all six External Directors being registered as Independent Directors.
The Company has set up a Nomination and Compensation Committee, in which the majority consists of External Directors. The aim of the committee is to strengthen the objectivity and accountability of the Board of Directors, and to reinforce the Group’s corporate governance structure. All director candidates are subject to deliberations by the committee and resolution by the Board of Directors.
Furthermore, the term of office for Directors is one year, with an aim to clarify Directors’ managerial responsibilities and develop a management structure that can respond promptly to changes in the business environment.

• Independence Criteria for External OfficersPDF

Current Operations of the Board of Directors

The Company’s Board of Directors is chaired by Yosuke Tsuji, Representative Director, President and Group CEO. In addition to monthly meetings (normally two hours; three hours or longer for four meetings a year)), extraordinary meetings are held as necessary to make critical managerial decisions and supervise the execution of duties by each director.
The Company has stipulated the regulations of the Board of Directors, under which the Board of Directors deliberates and resolves 1) matters stipulated in laws and ordinances and the Articles of Incorporation, 2) important matters regarding management in general, including management policies and plans, 3) basic matters regarding the Company’s management, including key organizational and personnel agenda, and 4) important matters regarding business execution, including highly significant investments and loans to Group companies. As to critical managerial issues, and matters requiring a medium- to long-term outlook, the Board of Directors holds discussions on the assumption that a resolution need not be reached during the meeting in which the agenda was raised. In addition, for matters to be resolved and reported that are able to be determined through documents alone, the Board of Directors may omit resolutions and reports using the method of email, thereby ensuring that the Board of Directors has sufficient time for deliberations.
Key matters deliberated or discussed, and Key contents reported for the Fiscal Year ended November 2025 are as follows.

Analysis and Evaluation of the Effectiveness of the Board

The Company analyzes and evaluates the effectiveness of the Board of Directors each year in order to improve the functionality of the Board of Directors and to achieve sustainable corporate growth and to raise corporate value over the medium to long term.

■Initiatives to Improve Effectiveness Based on Last Year’s Evaluations

For the Board of Directors to have sufficient time to discuss medium- to long-term strategies and issues on the agenda, the following initiatives were conducted.

• ・On sustainability-related matters, we tried to share common awareness of not only human rights due diligence, but also, a broader range of the Company’s sustainability initiatives by creating a structure to provide sustainability reports and discuss challenges.
• ・On the operation of and information provision for the Board of Directors, the executive team and the Secretariat of the Board of Directors held prior briefings and interviews on important issues separately with the External Directors and Outside Corporate Auditors. The Secretariat uses AI technology to prepare draft minutes of meeting properly and efficiently and promptly ask the Directors and Corporate Auditors to check the minutes.
• ・On training for officers, the Secretariat of the Board of Directors shared seminar information with the Directors and Corporate Auditors and archive videos on such themes as the responsibilities of corporate officers, the latest capital market trends, and the expected roles of officers.
• ・With regard to transfer of decision-making authority, in order to concentrate on discussions of important matters, we properly reviewed the Duties and Authorities Regulations and promoted the transfer of authorities to the Investment Committee.

■Year Ended November 2025 Evaluation Methods

The Company conducted a survey (listing a score out of five and comments) of all Directors and Corporate Auditor asking them 27 questions on the following topics.

(1) Composition and operation of the Board of Directors (two questions)
(2) Operation and information provision of the Board of Directors (seven questions)
(3) Supervision and confirmation of strategies by the Board of Directors (six questions)
(4) Risk management (four questions)
(5) Monitoring of corporate ethics and performance (two questions)
(6) Evaluation and compensation of top management (four questions)
(7) Dialogues with institutional investors (two questions)

Year Ended November 2025 Evaluation Process

October2025: Consideration of policy to implement effectiveness evaluation
November 2025 to December 2025: Conduct survey of Directors and Corporate Auditors (acquire results from all parties)
January 2026: Share results of survey to the Board of Directors and discuss future initiatives based on results of the survey

■Overview of FY Year Ended November 2025 Analysis and Evaluation Results

• ・As in the previous fiscal year, the average score of all evaluation items was high, indicating that the respondents considered that the Board generally ensured its effectiveness. The discrepancies between the evaluations of Directors and Corporate Auditor　and between Internal and External Officers were generally small, with no significant bias. In the evaluations for the previous fiscal year, relatively low scores were given to the items (2) Operation of and information provision for the Board of Directors and (3) Supervision and confirmation of strategies by the Board of Directors. As a result of our intensive efforts, however, the scores of both items increased by 0.12 points for this fiscal year. In particular, scores improved significantly for “Proper transfer of decision-making authorities” (up 0.35 points) and “Supervision of the internal control system” (up 0.28 points), indicating that the improvement measures taken so far have produced results steadily.
• ・As in the previous fiscal year, the major item that received the highest score was (7) Dialogue with institutional investors. The Company has been actively engaged in dialogue with shareholders including foreign institutional investors, and the department responsible for IR/SR matters provides IR/SR reports showing feedback from shareholders and capital market trends which are then taken up for discussion at Board of Directors meetings. These are the factors that were highly appreciated.
• ・Of the individual items, “Sustainable enhancement of corporate value through the promotion of DX,” “Verification of the validity of decisions on the election and dismissal of the CEO and executives,” and “Use of dialogue with shareholders” received extremely high scores. This demonstrates that active discussions on generative-AI-based reform of business models, together with transparent processes realized by the Nomination and Compensation Committee, have formed the effective basis of the Company’s corporate governance structure.
• ・The item that received relatively low scores was the one concerning the development of management personnel and its supervision, which was assessed as having room for improvement.

For the fiscal year ending November 2026, the Company is considering the following measures.

• ・In addition to quarterly reports on meetings of the Group Risk Management Committee, provide regular reports face-to-face semiannually and deepen discussions on overall risk management measures and issues, including those on security and crisis management
• ・To concentrate on important matters, consider a proper review of time management for Board meeting discussions
• ・Put more focus on important matters to be discussed, such as capital allocation (business portfolio optimization), in the discussion and decision-making processes, as we change the way of operating the Board
• ・Implement the Company’s human capital strategy by reporting succession plans for potential leaders (including CEO candidates), holding fruitful discussions, and ensuring effective supervision of the allocation of management resources

②Board of Corporate Auditors

All three Corporate Auditors are independent external members, including one lawyer and two certified public accountants (CPA). In addition to the requirements of independent officers set forth in the Companies Act and by the Financial Instruments and Exchange, the Company has stipulated independence criteria for appointing external Corporate Auditors. The Company appoints external members in accordance with these standards, with all three external members being registered as independent officers.
The Board of Corporate Auditors is chaired by a full-time Corporate Auditor, and holds monthly meetings as well as extraordinary meetings on an as-needed basis (approximately one hour).

• Independent Directors/Auditors NotificationPDF（95KB）

Main Topics Shared and Discussed for the Fiscal Year Ended November 2025

Basic policy, priority audit policy, division of roles of each Corporate Auditor, appropriateness of audits by Accounting Auditors, audit results related to internal control systems, and status of operation of internal controls of the corporate group, efforts to disclose non-financial information, risks associated with business restructuring and the splitting up of the Company, the monitoring of human resource strategy and talent development, AI governance, and enhanced cooperation with the Internal Audit Office

③Nomination and Compensation Committee

The Company has established the Nomination and Compensation Committee as a voluntary body in order to strengthen the independence, objectivity, and accountability of the Board of Directors’ functions and to further enhance the Group’s corporate governance system by ensuring the transparency and objectivity of the nomination of Directors and the evaluation and decision-making processes related to compensation, etc. for Directors and Executive Officers.
The Nomination and Compensation Committee makes reports in response to an inquiry regarding the composition of the Board of Directors, the appointment and dismissal of Directors, the appointment and dismissal of the Representative Director, the composition and level of compensation for Directors, and a draft concerning limits on the total amount of compensation for Directors and Corporate Auditor, etc. The Nomination and Compensation Committee also determines the compensation of individual Directors, as delegated by the Board of Directors.
The Nomination and Compensation Committee consists of at least three Directors appointed by a resolution of the Board of Directors, and External Directors shall comprise the majority of the Nomination and Compensation Committee.

Members

The committee for the Fiscal Year ending November 2026 is comprised of the following three members who were selected by resolution of the Board of Directors.
Chair　　: Yosuke Tsuji, Representative Director and President
Members : Gen Miyazawa (Independent External Director), Ryu Kawano Suliawan(Independent External Director),Yukino Kikuma(Independent External Director).

Main Topics of Discussion for the Fiscal Year Ended November 2025

Policy on the composition of the Board of Directors, policy on appointment and dismissal of Directors, nomination of candidates for Directors, policy on the determination of compensation, etc. for Directors (composition and level of compensation for Directors), amount of compensation, etc. for individual Directors, and limit on the total amount of compensation for Directors and Corporate Auditor.

④Council of External Directors and Auditors

The Company has established the Council of External Directors and Auditors consisting of all External Directors and External Corporate Auditors in order to improve the monitoring of executive departments and to contribute to the Company’s sustainable growth and medium- to long-term corporate value enhancement by having External Officers (External Directors and External Corporate Auditors), who play a role in corporate governance, work together and exchange opinions on a regular basis. The meeting of the Council of External Directors and Auditors is held once every three months as a principle to discuss and exchange opinions on matters including significant managerial issues, corporate governance, and risks regarding management and business performance and action plans for such risks. The content of discussions at the council meeting is shared by its chair with the Company’s Representative Director, President, and Group CEO, Yosuke Tsuji, and recommendations are made to the executive departments, as necessary.

Main Topics of Discussion for the Fiscal Year Ended November 2025

Enhanced governance and internal control, human capital and the effectiveness of organizational operation, optimization of business portfolios, improvement of product value, and verification of risk and synergy involved in entrance into new business domains

⑤Accounting Auditors

The Company has concluded an auditing agreement with Deloitte Touche Tohmatsu LLC, and audits are performed in a timely and appropriate manner.

⑥Internal Audit Office

The Company has established a dedicated Internal Audit Office, and the Office is responsible for conducting internal audits and evaluating internal controls.
The Internal Audit Office prepares internal audit plans based on the Internal Audit Rules established by the Company, and subject to approval by the Representative Director, President and Group CEO, audits the Company and all Group Companies. The result of the audit is reported to the Representative Director, President and Group CEO, and then to the Board Directors and the Company and all Group Companies.
The Internal Audit Office conducts internal audit under the basic policy of investigating the status of the Company’s business operation and property management; confirming compliance with the management policy, laws and regulations, Articles of Incorporation, and various rules; and aims to secure preservation of company property and appropriateness of business operation, thereby contributing to streamlining management and improving efficiency.
Furthermore, while the Internal Audit Office conducts audit independently from the Corporate Auditors Member and Accounting Auditors, information is regularly exchanged to share information necessary for audits and to improve efficiency through mutual cooperation.

⑦Committees

The Company aims to maintain a compliance structure for deploying business management grounded in sound ethical standards, secure corporate soundness and transparency, and firmly increase long-term shareholder value. To achieve this end, the Company is building an internal structure that drives prompt and rational decision-making as well as efficient business execution. In this vein, it has set up four committees under the Board of Directors (focused on investment, sustainability, and Group compliance committee and Group risk management committee).
Regarding the Investment Committee, the Sustainability Committee, and the Group Risk Management Committee, the Representative Director, President and Group CEO serves as the chairperson. For the Group Compliance Committee, the Group CCO serves as the chairperson. Each committee regularly reports its activities to the Board of Directors.

⑧Executive Officer System, Group Chief Officer System, and VpoX System

The Company has adopted an Executive Officer System since October 2014.
The Company aims to expedite the decision-making process and clarify the responsibilities and authorities of business execution by separating the business execution functions from the management decision-making and business supervision functions of Directors. Executive Officers are responsible for business execution including decision-making pertaining to their duties, and promptly execute business based on the management decision-making by implementing the matters determined by the Board of Directors.
The Company adopts a Chief Officer System
*VpoX to further clarify the separation of supervision and execution functions to enable agile business execution.
*Please see the career summaries of Executive Officers and Executive Officers here.

Officers

Policy on the composition of the Board of Directors. The Company has established the following policy on the composition of the Board of Directors by a resolution of the Board of Directors after deliberation by the voluntary Nomination and Compensation Committee.

• ・The number of members of the Board of Directors shall be determined in accordance with the Company’s Articles of Incorporation and shall be considered appropriate for the purpose of stimulating deliberations and ensuring accurate and prompt decision-making.
• ・The number of Independent External Directors shall be large enough such that Independent External Directors comprise the majority of the Board of Directors.
• ・To ensure the independence of External Directors, the total term of office of Independent External Directors shall be six terms (six years), and reappointment shall not be prevented for up to eight terms (eight years). In cases where a Director is aged 72 by the end of an Annual General Meeting of Shareholders, the Director shall resign as of the end of that meeting.
• ・In order to effectively fulfill the roles and responsibilities of the Board of Directors, the Board of Directors shall be composed of individuals with knowledge, experience, and abilities in “corporate management,” “global business,” “business and industry understanding (IT and Fintech),” “investment and M&A,” “finance and accounting,” “technology and AI,” “human resources development,” “legal compliance and risk management,” “sustainability” and shall also be composed of diverse Officers with regard to gender, internationality, age, and other factors.
• ・Independent External Directors shall include those with management experience at other companies.

*Age, position and title, and tenure are those as of February 26, 2026
*Please see the career summaries of Officers here.

Skill Matrix

Set forth below is a skill matrix for Director and Corporate Auditors.
This table does not represent all the skills possessed by the Directors and Corporate Auditors. For each officer, it maps four fields in which the Company expects each of them to contribute to discussion at the Board of Directors meetings, in light of each of their specific knowledge, experience, etc.

Officer Compensation

Director Compensation

The annual upper limit of Directors’ compensation has been set to 500 million yen by resolution of the General Meeting of Shareholders. Furthermore, a restricted stock compensation scheme has been introduced, with the total amount of monetary compensation receivables for granting restricted stocks to eligible Directors set to 200 million yen or less per year (Among which 20 million yen or less for External Directors. However, this does not include employee salaries for Directors concurrently serving as employees.) within the annual upper limit of 500 million yen, with the total amount of restricted stock to be allotted to be a maximum of 148,000 shares (among which 14,800 shares for External Directors) by resolution of the General Meeting of Shareholders.
At the 13th Annual General Meeting of Shareholders held on February 25, 2025, it was decided that the Company would grant stock compensation-type stock options as part of a review of our executive compensation plan, with the aim of promoting the sharing of values with shareholders, raising the Directors’ awareness of stock prices and enhancing medium- to long-term corporate value. The total amount of stock compensation paid to Directors should be up to 200 million yen per year (including up to 20 million yen for External Directors; however, it does not include employee wages for Directors who concurrently serve as employees), and the total number of stock acquisition rights to be granted to the Company’s Directors each fiscal year should be up to 1,480 (including 148 for External Directors). The stock compensation-type stock options are added as an option for stock compensation, in addition to the exiting restricted stock compensation. There is no change in the total amount of compensation from the entire stock compensation scheme, which is set at 200 million yen or less per year, nor in the maximum number of shares to be granted. On February 25, 2025, we introduced claw back and malus provisions applicable to a portion of the compensation for executive Directors, in order to ensure transparency and soundness of our executive compensation plan. In the event of a material accounting error, fraud, or any other incident as specified by the Board of Directors, the Nomination and Compensation Committee, an advisory body to the Board, will hold a review on the individual, the applicable compensation, and the amount to be reclaimed or forfeited. Based on the committee’s recommendations, the Board will make a final decision. These provisions will apply to compensation to be paid for the fiscal year ended November 2025 and beyond.

Further, at the 13th Annual General Meeting of Shareholders held on February 25, 2025, the Company decided to grant stock compensation-type stock options in addition to or in place of restricted stock compensation. However, the upper limit of the sum of the total compensation from stock acquisition rights as stock compensation-type stock options issued during the same business year and the total compensation from restricted stock compensation shall be 200 million yen per year (including up to 20 million yen for External Directors; however, it does not include employee wages for Directors who also serve as employees), and the upper limit of the sum of the total number of shares of the Company’s common stock issued upon exercise of stock acquisition rights as stock compensation-type stock options issued during the same business year and the total of restricted stock shall be 148,000 shares (of which, 14,800 shares for External Directors).

Decision-Making Process on Compensation

The Nomination and Compensation Committee, a voluntary body of the Board of Directors, deliberates on the compensation of Directors within the limit resolved at the General Meeting of Shareholders and the composition, level, and maximum amount of pool of Directors’ compensation are determined by the Board of Directors based on the Committee’s proposal. The composition and level of Directors’ compensation are set to levels that appropriately compensate for the sufficient execution of the Company’s managerial decision making and supervisory functions, taking into account social and market conditions and comparing with other companies.
Individual compensations are determined by the Nomination and Compensation Committee, entrusted by the Board of Directors, as delegated by resolution of the Board of Directors, based on the composition, level, maximum pool, etc., determined by the Board of Directors, taking into account responsibilities achievements, etc. expected to be fulfilled by each Director (including abilities and results for the Representative Director and Executive Directors), and based on a Directors’ compensation chart according to the title.
Within monetary compensation, with regard to short-term variable compensation, the Nomination and Compensation Committee deliberates and decides on the specifics after each director performs a self-evaluation on the achievement of one’s goals. As for the compensation of the representative director, deliberations and decisions are made by members of the Nomination and Compensation Committee excluding the representative director, while taking into account the opinions of External Directors as needed. Furthermore, because the majority of both the Board of Directors and the Nomination and Compensation Committee is composed of independent External Directors, no resolutions are made only by internal directors in order to secure transparency and objectivity for the evaluation and determination process concerning the compensation, etc.

Corporate Auditors Compensation

Compensation of Corporate Auditors has been set to no more than 50million yen per year by resolution of the General Meeting of Shareholders. It is composed solely of a base compensation in the form of a fixed monetary compensation in accordance with one’s responsibilities, so that members will sufficiently fulfill auditing and managerial supervision functions and execute their duties. Compensation of individual Corporate Auditors shall be determined upon discussion by the Board of Corporate Auditors within the upper limit resolved at the General Meeting of Shareholders.
Furthermore, in order to ensure transparency and objectivity in the evaluation and determination process for compensation, etc., the Board of Directors and the Nomination and Remuneration Committee are both composed of a majority of Independent Outside Directors. This structure prevents decisions from being made substantially by Internal Directors alone.

Amount of Officer Compensation, etc. for the Fiscal Year Ended November 2025

Total amount of Director Compensation and Corporate Auditors Compensation for the fiscal year ended November 2025 is as follow.
The figure for variable compensation is the amount booked as a provision before taking into account performance evaluation for year ended November 2025, and variable compensation for year ended November 2025 is stated as the difference resulting from the calculation taking into account performance evaluation. The actual amounts paid are calculated and determined based on individual Directors’ performance evaluations, etc. Furthermore, for the one Director who does not reside domestically, in lieu of restricted stock compensation, share price-linked monetary compensation (phantom stock) was paid within the compensation limits, and stated is the amount recorded as expenses for the current fiscal year.
Non-monetary compensation includes the expenses incurred for restricted stock compensation and stock compensation-type stock options.
The table blow includes values associated to one director who resigned as of the end of the thirteenth Annual General Meeting of Shareholders held on February 25, 2025.