Gmo Internet Group, Inc. TSE:9449
GMO internet : Notice of the FY2025 Annual General Meeting of Shareholders
Source: MarketScreener
Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 9449)
March 4, 2026 (Electronic provision measures commenced on February 25, 2026)
To Shareholders with Voting Rights:
Masatoshi Kumagai
Founder, Chairman and Group CEO GMO Internet Group, Inc.
26-1, Sakuragaoka-cho, Shibuya-ku, Tokyo
NOTICE OF
THE FY2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
We hereby announce the FY2025 Annual General Meeting of Shareholders of GMO Internet Group, Inc. (the "Company")
to be held as follows.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision, and the materials for the General Meeting of Shareholders are made available on the following websites.
The Company's website:
https://ir.group.gmo/en/stock/shareholder/
In addition to the above, the materials are also available on the following websites: Internet-based Convocation Service:
https://s.srdb.jp/9449/ (*Japanese version only).
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
(Please enter either the company name "GMO Internet Group" or the stock code "9449," then select "Basic Information" and "Public Inspection Documents / PR Information.")
Date and Time: 10:00 a.m. on Thursday, March 19, 2026Login begins at 9:30 a.m.
Preliminary Date and Time: 10:00 a.m. on Friday, March 20, 2026Login begins at 9:30 a.m.
Meeting format : Virtual-only shareholders' meetingThis Annual General Meeting of Shareholders will be held without a physical venue. The communication method that we will use to transmit and receive information during the General Meeting is the Internet. For the method of remote attendance, please refer to the "Login method of virtual-only shareholders' meeting " within the Notice of Convocation, which is available in Japanese only.
Meeting Agenda: Items to be reported : 1. Reporting on the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the Company's Fiscal Year 2025 (January 1, 2025 - December 31, 2025)2. Reporting on the results of audits by the Financial Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
Items to be resolved :Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of five Directors (excluding Directors who are Audit and Supervisory Committee Members)
Proposal 3: Election of three Directors who are Audit and Supervisory Committee Members
Reference Documents for the General Meeting of Shareholders Company Proposals Proposal 1: Partial Amendment to the Articles of IncorporationReasons for the amendments
GMO Internet Group, Inc. has upheld the corporate slogan "Internet for Everyone" since its founding and has aimed to achieve sustainable growth through the provision of services centered on its Internet infrastructure business.
In light of recent technological innovations and changes in the business environment, the Company seeks to expand and enhance its businesses in the fields of AI and robotics as well as cybersecurity. In addition, from the perspective of ensuring flexibility in future business development and securing a range of management options, the Company proposes to add business purposes relating to the insurance business and the small-amount and short-term insurance business.
Description of the amendments
Description of the amendment is as follows (amendments are underlined):
Current | Revised |
Articles 1 to 2 (Omitted) Article 3 (Purposes) (1) ~ (6) (Omitted)
(Newly established) (21) ~ (28) (Omitted) Articles 4 to 52 (Omitted) Supplementary Provisions (1) ~ (2) (Omitted) | Articles 1 to 2 Same as at present Article 3 (Purposes) (1) ~ (6) (Unchanged)
(21) Insurance business and small amount and short term insurance business as stipulated in the Insurance Business Act (22) ~ (29) Same as at present Articles 4 to 52 Same as at present Supplementary Provisions (1) ~ (2) Same as at present |
All five of our Directors (excluding Directors who are Audit and Supervisory Committee Members, hereinafter the same) will reach the end of their term upon the conclusion of this shareholders' meeting. The Company proposes the election of five Directors.
Our company has established a voluntary Nomination and Remuneration Committee, composed of a majority of independent external directors, with the aim of further enhancing the objectivity and transparency of directors' nomination and remuneration functions. The selection of director candidates is determined after deliberation and recommendation by this committee.
As for this proposal, it has been reviewed by the Audit and Supervisory Committee, but there were no comments. The director candidates are as follows:
Table: List of Candidates for Election as Directors
Candidate No. | Name | Positions | Responsibilities |
1 | Masatoshi Kumagai | Founder, Chairman | Group CEO |
2 | Masashi Yasuda | Director | Executive Vice President and Group CFO, Deputy to Group CEO |
3 | Hiroyuki Nishiyama | Director | Executive Vice President and Group COO, Deputy to Group CEO, Head of Security Business |
4 | Issei Ainoura | Director | Executive Vice President, Head of Group Payment Processing Division |
5 | Tadashi Ito | Director | Executive Vice President, Deputy to Group CEO, Head of Group Infrastructure Division |
(Note)
There is no special interest between the candidates for the Board of Directors and the Company.
Each candidate approved the Policy toward Large-scale Purchases of the Company's Shares adopted by the Company. For the outline of the policy, please refer to "7. Basic Policy Regarding the Control of the Stock Company" under "2. Company Status" of this Notice of Convocation which is available in Japanese only.
The Company has concluded a directors and officers liability insurance contract under which all directors are insured. The liability insurance policy compensates for any damage that may arise if a given director, who is an insured person, is liable for executing his or her duties or receives requests to pursue the liabilities. If the above candidates are elected as directors, they will be insured under the insurance contract, and the Company intends to renew the insurance contract during their terms.
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held | |
1 | Masatoshi Kumagai (July 17, 1963) [Reelection] | May 1991 | CEO of Voice Media, Inc. (currently, GMO internet group, Inc.) | 8,990,911 |
September 1999 | CEO of MagClick Inc. (currently, GMO Internet, Inc.) | |||
April 2000 | Director of MagClick Inc. (currently, GMO Internet, Inc.) | |||
August 2001 | Representative Director and Chairman of iSLE Inc. (currently, GMO GlobalSign Holdings K.K.) | |||
February 2002 | Director of Ucast Communications Inc. (currently, GMO Media, Inc.) | |||
April 2002 | Chairman of the Board of GMO Research Institute (currently, GMO Product Platform, Inc.; current position) | |||
March 2003 | CEO, Chairman of the Board and President of Global Media Online, Inc. (currently, GMO internet group, Inc.) | |||
March 2003 | Chairman of the Board of iSLE Inc. (currently, GMO GlobalSign Holdings K.K.; current position) | |||
March 2004 | Chairman of the Board of paperboy&co., Inc. (currently, GMO Pepabo, Inc.; current position) | |||
March 2004 | Chairman of the Board of GMO Mobile and Desktop, Inc. (currently, GMO Media, Inc.; current position) | |||
December 2004 | Chairman of the Board of Card Commerce Services, Inc. (currently, GMO Payment Gateway, Inc.) | |||
March 2007 | Chairman of the Board of MagClick Inc. (currently, GMO GMO Internet, Inc.) | |||
May 2008 | CEO, Chairman of the Board and President, Founder and Group CEO of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
December 2011 | Chairman of the Board and President of GMO Payment Gateway, Inc. | |||
December 2012 | Chairman of the Board of GMO Payment Gateway, Inc. (current position) | |||
March 2015 | Director of GMO AD Partners Inc. (currently, GMO Internet, Inc.) | |||
March 2016 | Chairman of the Board of GMO AD Partners Inc. (currently, GMO Internet, Inc.; current position) | |||
March 2022 | Founder, Chairman and Group CEO of GMO Internet, Inc. (currently, GMO internet group, Inc.; current position) | |||
October 2025 | Chairman of the Board of GMO TECH Holdings, Inc. (current position) | |||
[Reasons for the selection] As the founder of the GMO Internet Group, he has led a comprehensive internet group centered on internet infrastructure and financial businesses, as well as other related fields. He possesses extensive experience in corporate management and strong leadership skills. With a broad, high-level perspective of the entire internet industry, he serves as a driving force behind the sustainable growth of our Group toward achieving the "55-Year Plan" (which refers to our strategic long-term objectives). Additionally, he plays a crucial role in strengthening the Group's management functions following the transition to a holding company structure. We have determined that he is well-suited to serve as a Director who will promote a management framework aimed at maximizing corporate value. Accordingly, he has been selected as a candidate for Director. |
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held |
April 2000 Registered as a certified public accountant April 2000 Joined interQ, Inc. (currently, GMO internet group, Inc.) September 2001 Head of Corporate Strategy of Global Media Online, Inc. (currently, GMO internet group, Inc.) February 2002 Auditor of Ucast Communications Inc. (currently, GMO Media, Inc.) March 2002 Director and Head of Corporate Strategy of Global Media Online, Inc. (currently, GMO internet group, Inc.) March 2003 Executive Director in charge of Group Corporate Strategy and Investor Relations of Global Media Online, Inc. (currently, GMO internet group, Inc.) March 2003 Director of iSLE Inc. (currently, GMO GlobalSign Holdings K.K.; current position) December 2004 Auditor of Card Commerce Services, Inc. (currently, GMO Payment Gateway, Inc.) March 2005 Managing Director and Head of Management Division, in charge of Group Corporate Strategy and Investor Relations of Global Media Online, Inc. (currently, GMO internet group, Inc.) March 2005 Auditor of paperboy&co., Inc. (currently, GMO Pepabo, Inc.) September 2006 Auditor of GMO Research, Inc. (currently, GMO Product Platform, Inc.) March 2008 Director of MagClick Inc. (currently, GMO Internet, Inc.; current position) May 2008 Managing Director and Head of Group Management Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) January 2012 Director of GMO CLICK Holdings, Inc. (currently, GMO Financial Holdings, Inc.; current position) March 2013 Managing Director, Deputy to Group CEO and Head of Group Management Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) March 2015 Deputy CEO, Deputy to Group CEO and Head of Group Management Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) March 2016 Director of GMO Media, Inc. (current position) March 2016 Director of GMO Pepabo, Inc. March 2016 Director of GMO Research, Inc. (currently, GMO Product Platform, Inc.; current position) June 2016 External Auditor of Aozora Trust Bank, Ltd. (currently, GMO Aozora Net Bank, Ltd.) December 2016 Director of GMO Payment Gateway, Inc. (current position) June 2019 External Director of GMO Aozora Net Bank, Ltd. (current position) March 2022 Director, Executive Vice President and Group CFO, Deputy to Group CEO, Head of Group Management Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
2 | Masashi Yasuda (June 10, 1971) | 39,300 | |
[Reelection] |
October 2025 | Director of GMO TECH Holdings, Inc. (current position) | |||
January 2026 [Reasons for the Since joining the experience as a Ce the Group. Since the Company and compliance and Investor Relation advanced the G appointed Execut corporate manage we determined t management fun structure. Accordi | Director, Executive Vice President and Group CFO, Deputy to Group CEO of GMO Internet Group, Inc. (current position) selection] Company in 2000, he has leveraged his expertise and rtified Public Accountant to contribute to the growth of 2005, he has overseen the management divisions of both the Group, implementing risk management through legal governance enhancement. As an executive in charge of s (IR), he has actively driven timely disclosure and roup's IR and financial strategies. In 2015, he was ive Vice President. With his extensive expertise in ment, finance, corporate governance, and sustainability, hat he is well-suited to further strengthen the Group's ctions following the transition to a holding company ngly, he has been selected as a candidate for Director. |
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held | |
3 | Hiroyuki Nishiyama (August 14, 1964) [Reelection] | September 1999 | Joined MagClick Inc. (currently, GMO Internet, Inc.) | 55,900 |
April 2000 | CEO of MagClick Inc. (currently, GMO Internet, Inc.) | |||
March 2001 | Director of interQ, Inc. (currently, GMO internet group, Inc.) | |||
March 2003 | Executive Director in charge of Group Media of Global Media Online, Inc. (currently, GMO internet group, Inc.) | |||
March 2006 | Chairman of the Board of MagClick Inc. (currently, GMO Internet, Inc.) | |||
March 2007 | Managing Director of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
May 2008 | Managing Director and Head of Group Business Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2010 | Director of paperboy&co., Inc. (currently, GMO Pepabo, Inc.; current position) | |||
November 2012 | Director of GMO Commerce, Inc. (current position) | |||
March 2013 | Managing Director, Deputy to Group CEO, Head of Group Ecommerce Solutions Division, and Head of Group Staff Development Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2015 | Deputy CEO, Deputy to Group CEO, Head of Group Ecommerce Solutions Division, and Head of Group Staff Development Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
December 2018 | Director of GMO Payment Gateway, Inc. | |||
March 2019 | Executive Vice President and COO, Deputy to Group CEO, Head of Group Staff Development Division, and General Manager of Alliance Development Office of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2022 | Director, Executive Vice President and Group COO, Deputy to Group CEO, Head of Group Human Resources Development Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2025 | Director, Group Executive Vice President and COO, Assistant to the Group Representative, Head of Group Human Resources Development, Head of Security Business, GMO Internet Group, Inc. | |||
January 2026 | Director, Executive Vice President and Group COO, Deputy to Group CEO, Head of Security Business, GMO Internet Group, Inc. (current position) | |||
[Reasons for the selection] After joining the Group in 1999, he was appointed as President and CEO of Magclick, Inc. (now GMO Internet, Inc.), the first Group company to go public, and has served as a Director of the Company since 2001. As the head of the Group's media division, he has leveraged his extensive experience and deep insight into corporate management to contribute to Group management, demonstrating strong leadership in driving overall business operations. In 2015, he was appointed Executive Vice President, supporting the Group CEO while also overseeing talent development and leading onsite operations. Given his extensive experience in talent strategy and the transition to a holding company structure, we have concluded that he is well-suited to enhance the Group's management functions, and thus he has been selected as a candidate for Director. |
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held | |
4 | Issei Ainoura (July 19, 1962) [Reelection] | April 1986 | Joined IBM Japan, Ltd. | 7,200 |
April 2000 | President and Representative Director of Card Call Service, Inc. (currently, GMO Payment Gateway, Inc.) | |||
December 2003 | Director of MTI Ltd. | |||
March 2006 | Director of GMO Internet, Inc. | |||
December 2011 | CEO and Representative Director of GMO Payment Gateway, Inc. | |||
December 2012 | President and Representative Director of GMO Payment Gateway, Inc. (current position) | |||
March 2014 | Managing Director and Head of Group Payment Processing Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2016 | Deputy CEO and Head of Group Payment Processing Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2022 [Reasons for the s After working at I Card Call Service led the company successfully transi (now the Prime M The company has co and steady execut With his extensive business operations management funct structure. Thus, he | Director and Executive Vice President, Head of Group Payment Processing Division of GMO Internet, Inc. (currently, GMO internet group, Inc.; current position) election] BM Japan, Ltd., he was appointed President and CEO of Co., Ltd. (now GMO Payment Gateway, Inc.) in 2000. He to a public listing in 2005 and, three years later, tioned it to the First Section of the Tokyo Stock Exchange arket). nsistently achieved high growth through the formulation ion of strategies that accurately capture growth markets. experience in corporate management and expertise in , we believe he is well-suited to strengthen the Group's ions following the transition to a holding company has been selected as a candidate for Director. | |||
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held | |
5 | Tadashi Ito (March 12, 1974) [Reelection] | October 1997 | Joined interQ, Inc. (currently, GMO internet group, Inc.) | 143,900 |
December 2001 | General Manager of OEM Division of Global Media Online, Inc. (currently, GMO internet group, Inc.) | |||
March 2004 | Director and President of Business Partner Company of Global Media Online, Inc. (currently, GMO internet group, Inc.) | |||
September 2004 | Director and Manager of Business Partner Division of Global Media Online, Inc. (currently, GMO internet group, Inc.) | |||
August 2006 | Director and Manager of Group Business Development Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
April 2008 | Executive Director and Manager of Group Business Development of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
January 2009 | Executive Director and General Manager of Business Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2013 | Director of GMO CLOUD K.K. (currently, GMO GlobalSign Holdings K.K.) | |||
March 2013 | Director of paperboy&co., Inc. (currently, GMO Pepabo, Inc.) | |||
March 2013 | Managing Director, Head of Group Infrastructure Division and General Manager of Business Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2020 | Executive Vice President, Head of Group Infrastructure Division and General Manager of Business Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
April 2020 | Executive Vice President, Head of Group Infrastructure Division and General Manager of Business Division of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2022 | Director, Executive Vice President, Head of Group Infrastructure Division, General Manager of Business Division, Head of Cryptoassets Mining Business of GMO Internet, Inc. (currently, GMO internet group, Inc.) | |||
March 2023 | Director, Executive Vice President, Head of Group Infrastructure Division, Head of HQ Business, General Manager of Business Division, Head of Cryptoassets Mining Business of GMO Internet Group, Inc. | |||
August 2023 | Director, Executive Vice President, Head of Group Infrastructure Division, Head of HQ Business, Head of Cryptoassets Mining Business of GMO Internet Group, Inc. | |||
March 2024 | Director, Executive Vice President, Deputy to Group CEO, Head of Group Infrastructure Division, Head of HQ Business, Head of Cryptoassets Mining Business of GMO Internet Group, Inc. | |||
January 2025 | President and CEO of GMO Internet, Inc. (current position) | |||
January 2025 | Director, Executive Vice President, Deputy to Group CEO, Head of Group Infrastructure Division, Head of Cryptoassets Mining Business, GMO Internet Group, Inc. | |||
March 2025 [Reasons for the He joined the development and Managing Direct serving as Gener promoted to Exe Group's core se registrar), interne through pricing a In March 2024, 2025, he was appo capacity to formul With the ability t and expanding the is well-suited to se functions in line Accordingly, he | Director, Executive Vice President, Deputy to Group CEO, Head of Group Infrastructure Division, GMO Internet Group, Inc. (current position) selection] Company in 1997, primarily handling new business external alliances. In 2013, he was appointed Executive or, overseeing the Group's infrastructure division and al Manager of the Business Headquarters. In 2020, he was cutive Vice President, driving business growth in the rvices, including domain registration and sales (domain t connection (provider), and cloud/rental server (hosting), nd marketing strategies. he was appointed Deputy to Group CEO, and in January inted President and CEO of GMO Internet, Inc. With the ate business strategies backed by experience and o execute growth strategies aimed further at strengthening Group's business foundation, we have determined that he rve as a Director to further strengthen Group management with the transition to a holding company structure. has been selected as a candidate for Director. |
The terms of office of Directors Keigo Ogura, Takashi Gunjikake, and Kaname Masuda, who are Audit and Supervisory Committee Members, will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of three (3) Directors who are Audit and Supervisory Committee Members is proposed. The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidates are as follows:
No. | Name (Date of birth) | Past experience, positions and significant concurrent positions | Number of shares of the Company held | |
1 | Takashi Gunjikake (April 22, 1947) [Reappointment] [External] [Independent] | April 1966 | Joined Fukuoka Regional Taxation Bureau (Official, Ministry of Finance) | 17,100 |
July 1996 | Deputy District Director of Kamakura Tax Office | |||
July 2003 | Chief Examiner, Second Large Enterprise Examination Department of Tokyo Regional Taxation Bureau | |||
July 2004 | Director, Second Information and Examination Division, Second Taxation Department of Tokyo Regional Taxation Bureau | |||
July 2005 | District Director of Kanagawa Tax Office | |||
August 2007 | Registered as a certified tax accountant | |||
August 2007 | Established Takashi Gunjikake Tax Accountant Office; Director (current position) | |||
March 2012 | Auditor of GMO Internet, Inc. (currently, GMO Internet Group, Inc.) | |||
March 2016 | Director and Audit and Supervisory Committee Member of GMO Internet, Inc. (currently, GMO Internet Group, Inc.; current position) | |||
[Special interests between the candidate and the Company] | ||||
There is no special interest between Takashi Gunjikake and the Company. | ||||
[Reasons for the selection] | ||||
Takashi Gunjikake has a high level of insight based on his specialized expertise as a certified tax accountant, and we have determined that he is capable of appropriately performing his duties as an External Director (Audit and Supervisory Committee Member). If the candidate is appointed, the Company plans to continue designating him as an independent officer with the Tokyo Stock Exchange. The term of the above candidate as an External Director (Audit and Supervisory Committee Member) of the Company will have been ten (10) years at the conclusion of this Annual General Meeting of Shareholders. | ||||
No. | Name (Date of birth) | Past experience, positions and significant concurrent positions | Number of shares of the Company held | |
2 | Kaname Masuda (April 25, 1963) [Reappointment] [External] [Independent] | April 1990 | Registered as a lawyer with Dai-Ichi Tokyo Bar Association | 1,600 |
April 1990 | Joined Nishimura & Partners (currently, Nishimura & Asahi (Gaikokuho Kyodo Jigyo)) | |||
October 1998 | Joined Merrill Lynch Japan Securities Co., Ltd. (currently, BofA Securities Japan Co., Ltd.) | |||
November 2000 | General Counsel of the Office of General Counsel (Individual Customer Division) of Merrill Lynch Japan Securities Co., Ltd. (currently, BofA Securities Japan Co., Ltd.) | |||
March 2001 | Executive Officer and General Counsel of the Office of General Counsel of Merrill Lynch Japan Securities Co., Ltd. (currently, BofA Securities Japan Co., Ltd.) | |||
November 2003 | Joined Niimura Sogo Law Office | |||
September 2006 | Registered as a lawyer in New York State | |||
February 2008 | Established Masuda & Partners Law Office; Founding and Managing Partner (current position) | |||
May 2008 | External Auditor of paperboy&co. (currently, GMO Pepabo, Inc.) | |||
June 2008 | External Auditor of au Jibun Bank Corporation (currently, au Jibun Bank Corporation) | |||
February 2013 | Auditor of Commons Asset Management, Inc. (current position) | |||
March 2014 | Auditor of GMO Internet, Inc. (currently, GMO Internet Group, Inc.) | |||
June 2014 | External Director of Kando Co., Ltd. | |||
October 2014 | External Auditor of CROSSWARP Inc. | |||
November 2015 | Executive Director of Japan Hotel REIT Investment Corporation (current position) | |||
March 2016 | Director and Audit and Supervisory Committee Member of GMO Internet, Inc. (currently, GMO Internet Group, Inc.; current position) | |||
April 2019 | External Auditor of au Financial Holdings Corporation (current position) | |||
June 2021 | Director and Audit and Supervisory Committee Member of Nomura Securities Co., Ltd. (current position) | |||
April 2024 | Director and Audit and Supervisory Committee Member of Preferred Networks, Inc. (current position) | |||
[Special interests between the candidate and the Company] | ||||
There is no special interest between Kaname Masuda and the Company. | ||||
[Reasons for the selection] Kaname Masuda has achieved significant accomplishments in corporate legal affairs from his professional perspective as a lawyer and possesses a high level of insight into management. Accordingly, we have determined that he is capable of appropriately performing his duties as an External Director (Audit and Supervisory Committee Member). If the candidate is appointed, the Company plans to continue designating him as an independent officer with the Tokyo Stock Exchange. The term of the above candidate as an External Director (Audit and Supervisory Committee Member) of the Company will have been ten years at the conclusion of this Annual General Meeting of Shareholders. |
No. | Name (Date of birth) | Past experience, positions and significant concurrent positions | Number of shares of the Company held | |
3 | Junko Kotakemori (January 16, 1968) [Appointment] [External] [Independent] | April 1990 | Joined The Nikko Securities Co., Ltd. (currently, SMBC Nikko Securities Inc.) | 0 |
October 1995 | Joined KPMG Century Audit Corporation (currently, KPMG AZSA LLC) | |||
April 1999 | Registered as a Certified Public Accountant | |||
October 2001 | Seconded to KPMG Visual Assurance Co., Ltd. (currently, KPMG Consulting Co., Ltd.) | |||
October 2008 | Established Kotakemori CPA Office; Representative (current position) | |||
March 2019 | Auditor of toBe marketing, inc. | |||
September 2023 | External Auditor of istyle, Inc. (current position) | |||
[Special interests between the candidate and the Company] | ||||
There is no special interest between Junko Kotakemori and the Company. | ||||
[Reasons for the selection] | ||||
Junko Kotakemori possesses extensive knowledge in accounting, auditing, and corporate governance based on her professional expertise as a Certified Public Accountant. In addition, she has experience serving as an officer of a listed company and has a high level of insight into management. Accordingly, we have determined that she is capable of appropriately performing her duties as an External Director (Audit and Supervisory Committee Member). If the candidate is appointed, the Company plans to designate her as an independent officer with the Tokyo Stock Exchange. | ||||
(Note)
All candidates, with the exception of Ms. Junko Kotakemori, who is a new candidate, approved the Policy toward Large-scale Purchases of the Company's Shares adopted by the Company at the meeting of the Board of Directors held on March 21, 2025. For the outline of the policy, please refer to "7. Basic Policy Regarding the Control of the Stock Company" under "2. Company Status" of this Notice of Convocation which is available in Japanese only.
The Company has entered into agreements with Takashi Gunjikake and Kaname Masuda pursuant to Article 423, Paragraph 1 of the Companies Act, which limit their liability for damages to the minimum liability amount prescribed in Article 425, Paragraph 1 of the Companies Act, provided that they perform their duties in good faith and without gross negligence. If the reappointment of Mr. Gunjikake and Mr. Masuda is approved, the Company intends to continue the aforementioned liability limitation agreements with them. In addition, if the appointment of Ms. Junko Kotakemori is approved, the Company intends to enter into a similar liability limitation agreement with her.
The Company has concluded a directors and officers liability insurance policy in which all Directors are insured. The insurance policy covers damages that may arise if a Director, as an insured person, becomes liable in connection with the performance of his or her duties or is subject to claims seeking to pursue such liability. If each candidate assumes the office of Director who is a member of the Audit and Supervisory Committee, he or she will be insured under such insurance policy, and the Company intends to renew the insurance policy during his or her term of office.
Masatoshi Kumagai | Masashi Yasuda | Hiroyuki Nishiyama | Issei Ainoura | Tadashi Ito | |
GMOism practices (※) | ● | ● | ● | ● | ● |
Corporate management and management strategies | ● | ● | ● | ● | ● |
Business strategies | ● | ||||
Global | ● | ||||
Organization, human resources, human resources development | ● | ||||
Legal operations and compliance | |||||
Risk management | |||||
Finance | |||||
Corporate finance, corporate accounting and tax accounting | ● | ||||
Sustainability | ● |
※GMOism refers to the collective name for the corporate philosophy and mottos within the GMO Internet Group, including the "Spirit Venture Declaration.
Hideyuki Matsui | Takashi Gunjikake External Directors | Kaname Masuda External Directors | Junko Kotakemori External Directors | |
GMOism practices (※) | ● | ● | ● | ● |
Corporate management and management strategies | ||||
Business strategies | ||||
Global | ● | |||
Organization, human resources, human resources development | ||||
Legal operations and compliance | ● | |||
Risk management | ● | ● | ||
Finance | ● | ● | ● | |
Corporate finance, corporate accounting and tax accounting | ● | ● | ||
Sustainability |