Practicing Sound and Transparent Corporate Governance
Basic Philosophy on Corporate Governance
The BASE Group upholds the mission “Payment to the People, Power to the People.” and aims to be a company that contributes to society. To sustainably enhance corporate value under this mission, we recognize the importance of improving management soundness, efficiency, and transparency, as well as establishing an organizational structure that can respond swiftly and flexibly to changes in the business environment. We are therefore committed to strengthening and enhancing our corporate governance structure.
Corporate Governance Structure
The BASE Group operates as a company with a Board of Auditors. Our Board of Directors comprises directors with extensive knowledge of our business and outside directors with specialized expertise and objective perspectives. The Board determines basic management policies and important matters concerning business execution, while auditors independently audit the execution of directors’ duties. We believe that this structure effectively enhances management soundness, efficiency, and transparency and contributes to the sustainable enhancement of corporate value.
We have also adopted an executive officer system to strengthen corporate governance by separating supervisory and executive functions and to enable agile decision-making by delegating authority for business execution to executive officers.
Our corporate governance structure is as follows.
Board of Directors
The BASE Group’s Board of Directors is chaired by Yuta Tsuruoka, Representative Director and CEO, and comprises five directors, including three outside directors. The Board makes decisions on management policies, management strategies, business plans, the acquisition and disposal of significant assets, and important organizational and personnel matters, and supervises the execution of directors’ duties.
In addition to regular monthly meetings, extraordinary meetings are held whenever important matters arise.
Board of Auditors
The BASE Group’s Board of Auditors is chaired by Fumio Utagawa, full-time auditor. It audits directors’ compliance with laws, regulations, and the Articles of Incorporation, as well as the execution of their duties, and works to ensure the effective conduct of operational and accounting audits.
The Board comprises three auditors, all of whom are outside auditors, including one certified public accountant and one attorney. In addition to regular monthly meetings, extraordinary meetings are held as necessary.
Auditors attend meetings of the Board of Directors and other important meetings. They also provide appropriate oversight of management by reviewing important documents, questioning officers and employees, and conducting other audit procedures in accordance with audit plans. In addition, they work with internal audit personnel and the accounting auditor to ensure that audits are conducted appropriately.
Nomination and Compensation Committee
As part of its efforts to strengthen corporate governance, the BASE Group has established a Nomination and Compensation Committee. By deliberating on matters relating to executive appointments and compensation systems and making recommendations to the Board of Directors, the Committee aims to enhance management objectivity and rationality and maximize corporate value.
In response to consultations from the Board of Directors, the Committee deliberates on the following matters and submits its recommendations to the Board:
- Appointment and dismissal of directors, which are subject to resolutions at the General Meeting of Shareholders
- Selection and removal of representative directors
- Directors’ compensation structure and policies, individual compensation, and related matters
- Limits on directors’ compensation, which are subject to resolutions at the General Meeting of Shareholders
- Appointment and dismissal of senior executive officers
- Senior executive officers’ compensation structure and policies, individual compensation, and related matters
- Other important management matters that the Board of Directors deems necessary
Executive Officer System and Management Meeting
In March 2021, the BASE Group introduced an executive officer system and appointed senior executive officers and executive officers. The system aims to strengthen corporate governance by separating supervisory and executive functions and to enable agile decision-making by delegating authority for business execution to executive officers.
Under the Management Meeting Regulations, the Management Meeting, comprising senior executive officers, is held twice a month. It deliberates on and coordinates basic policies and plans for business execution and other important management matters. It also discusses and considers important business matters to be submitted to the Board of Directors.
The full-time auditor may attend the Management Meeting as an observer and express opinions. Appropriate oversight of management is also provided through audit procedures, including questioning officers and employees. Auditors work with internal audit personnel and the accounting auditor to ensure that audits are conducted appropriately.
Evaluation of the Effectiveness of the Board of Directors
The BASE Group evaluates the effectiveness of the Board of Directors to verify whether it is appropriately fulfilling its expected roles. We seek to improve corporate governance by implementing improvements based on the evaluation results.
The method and results of the evaluation for FY2024 are as follows.
Evaluation Method
In December 2024, we conducted a questionnaire consisting of 40 questions for directors, auditors, and senior executive officers to assess initiatives undertaken in FY2024 in the areas listed below. The results were discussed at a meeting of the Board of Directors held in 2025.
An external organization was engaged to design, administer, and compile the results of the questionnaire to obtain an objective understanding of the corporate governance expected by the market and the Company’s governance structure.
Questionnaire Topics
- Composition of the Board of Directors
- Operation of the Board of Directors
- Discussions at meetings of the Board of Directors
- Monitoring function of the Board of Directors
- Performance of outside directors
- Support systems for directors and auditors
- Training
- Dialogue with shareholders and investors
- Respondents’ own efforts
- Operation of the nomination and compensation committees
- Overall assessment
Evaluation Results
Most responses rated the relevant aspects as appropriate or generally appropriate. We therefore concluded that the effectiveness of the Board of Directors and related bodies was maintained.
The following points were particularly highly rated:
- The Board includes a sufficient proportion of independent outside directors, who provide constructive opinions to management as necessary and raise objections when required.
- The Board is progressively strengthening its supervisory role.
- The accuracy and appropriateness of materials submitted to the Board have improved year by year.
- The directors and executive officers responsible approach their duties diligently and conscientiously, maintaining a consistently high standard of work.
At the same time, respondents identified a need for further discussion of human capital strategy, consideration and discussion of intellectual property and intangible assets, and efforts to stay informed of the latest developments across relevant industries and raise appropriate issues in preparation for discontinuous growth through increased M&A activity.
In response to these comments, we will consider incorporating discussions of the master plan and individual roadmaps for medium- to long-term management strategies, including M&A, into the Board’s annual schedule as recurring agenda items, approximately once a quarter.
We will also advance initiatives relating to human capital strategy, intellectual property, and intangible assets as key issues through the Sustainability Committee and the Risk Management and Compliance Committee, both of which meet quarterly.
We will continue to enhance the effectiveness of the Board of Directors and further improve corporate governance.
Policy on Executive Compensation
The BASE Group’s basic policy is to link directors’ compensation to shareholder interests so that it effectively serves as an incentive for the sustainable enhancement of corporate value, while setting individual compensation at an appropriate level that reflects each director’s responsibilities.
Specifically, compensation for executive directors consists of basic salary and stock compensation as fixed compensation. Outside directors, who perform supervisory functions, also receive basic salary and stock compensation in consideration of their duties.
By resolution of the Board of Directors, Yuta Tsuruoka, Representative Director and CEO, is delegated authority to determine the specific details of individual directors’ compensation. In exercising this authority, he determines each director’s basic salary in consideration of their responsibilities, contributions, and execution of duties, as well as the Company’s performance and economic conditions.
To ensure that this authority is exercised appropriately, the Board of Directors consults the Nomination and Compensation Committee on a draft proposal and obtains its recommendations. The Representative Director and CEO must make compensation decisions in light of these recommendations and within the limits approved at the General Meeting of Shareholders.
For stock compensation, the Board of Directors resolves the number of shares to be allocated to each director based on the recommendations of the Nomination and Compensation Committee.
The Nomination and Compensation Committee comprises three directors appointed by resolution of the Board of Directors, with outside directors constituting a majority.
Risk Management
Risk Management Structure
The Risk Management and Compliance Committee identifies risks that must be addressed in our business activities and discusses priority responses.
The Committee is chaired by the Representative Director and Senior Executive Officer, CEO, and comprises members appointed by the Chair. It meets quarterly and regularly reports risks deemed particularly significant to the Board of Directors.
Risk Assessment and Control
We identify risks across the Group with an awareness of the potential for physical, economic, or reputational losses or other disadvantages that could materially affect the Group’s management.
After assessing the impact and likelihood of identified risks, we manage and monitor our risk management structure and policies for response measures. Taking into account changes in the business environment surrounding the Group, we implement measures to prevent risks from materializing or take remedial action when they do.
Business Continuity Plan (BCP)
As a platform provider of payment and financial services, the BASE Group regards large-scale disasters as one of the key risks that could affect business continuity.
We identify potential risks in advance and implement measures to prevent or mitigate them so that we can restore operations promptly, giving the highest priority to ensuring the safety of employees and their families and minimizing the impact on business activities.
In June 2023, the BASE Group established its Business Continuity Plan (BCP) Regulations. We have developed a crisis management structure led by the Representative Director and Senior Executive Officer, CEO, as the person responsible for crisis response, introduced a safety confirmation system, and prepared various manuals, including a disaster prevention and response manual and a critical operations recovery plan. These measures enable a prompt initial response, business continuity, early recovery, and a return to normal operations in an emergency.
The department responsible for the BCP prepares an annual BCP activity plan. During normal operations, we regularly conduct safety confirmation drills and in-house firefighting team drills based on emergency scenarios. Through these exercises, we verify that each department’s roles and communication arrangements function properly and smoothly, and make revisions as necessary.
The results are reported to the Risk Management and Compliance Committee, which meets quarterly. We have established a process for discussing necessary response policies and monitoring the progress of response measures.
We will continue to strengthen risk management by applying the plan-do-check-act (PDCA) cycle in accordance with the BCP Regulations.
Adherence to Corporate Ethics and Compliance
At the BASE Group, we believe that it is crucial to comply with laws and regulations, adhere to ethical standards and social norms, and act with a social conscience.
To ensure thorough compliance, we have implemented the following initiatives.
Establishment of the Risk Management and Compliance Committee
Based on our Risk Management and Compliance Regulations, we have established the Risk Management and Compliance Committee to prevent risks in each department and minimize company losses.
The Committee meets regularly and reports the results to the Board of Directors and the Board of Auditors as necessary.
Establishment of a Whistleblowing System
To detect and address legal violations and other compliance issues at an early stage, we have established a whistleblowing system through which reports can be submitted to an internal reporting contact, auditors, or external lawyers. This system supports the early detection and prevention of problems.
When a report is received, we conduct a thorough internal investigation and take appropriate action. We have also established arrangements to ensure that whistleblowers are not subjected to disadvantageous treatment for making a report through these channels.
Compliance Training
We conduct compliance training for all employees when they join the Company and once a year thereafter.