Sustainability

Sustainability of the Credit Saison Group

Achieving sustainable growthand improving corporate
value through soundcorporate management

Creating human resources
and an organization where
each person can fulﬁll an
active role in their own way

Enriching our customers’ lives
and enabling them to live
happily and true to themselves

Creating a better society
through co-creation
with partners

Protecting the rich naturalenvironment and culture thatenriches life, and energizing people
in the region and community

Click here for details of the Sustainability of the Credit Saison Group.
https://corporate.saisoncard.co.jp/en/sustainability/esg/

Basic Approach

Based on our “leading-edge service company” management philosophy, we contribute though the everyday operation of our businesses to resolve
problems and move society forward in ways only Credit Saison can by leveraging our unique know-how, management resources, and the experiences ofeach of our employees. We will create a sustainable society that is even more convenient and prosperous than today’s.

Value co-creation with stakeholders

Representative, Executive President and COO

To remain as a company on which society depends, it is important to understand whatstakeholders demand and to reflect these demands in our services and business activities.
We will always seriously consider the opinions of our stakeholders and use those opinions
to improve our corporate value and achieve sustainable growth.

Katsumi Mizuno

Representative
Directors
Director and Senior
Managing Executive Ofﬁcer

Sustainability promotion system
In August 2021, we established the Sustainability Promotion Committee with theunderstanding that addressing issues involving sustainability, including consideration of
global environmental issues, respect for human rights, and the health of our employees,
is an important management theme that will both reduce risk and lead to earnings
opportunities. To realize a sustainable society, this Committee is strengthening efforts
throughout the Group to solve social and environmental issues through its business.

Kosuke MoriManaging
Executive Ofﬁcer

Kazue Yasumori

Human
Resources

Structure of the Sustainability Promotion Committee
Board of Directors

AdviceRepresentative Directors

Digital

Reply

Sustainability Promotion Committee
Instructions Reporting

Climate Change Strategy WG•Discusses disclosure
policy/content based on the TCFD
disclosure framework•Discusses concrete measures tosolve environmental problems
such as climate change•Other content related toenvironmental conservation•Develops an environment andcultivates a culture that enables
diverse activities•Invests in human resources forsustainable growth•Cultivates good citizens who are
active members of society•Responds to various disclosures

Outside Director Nana Otsuki

Sustainability Promotion Committee

Engages in the exchange of opinions
by members, including both men
and women, coming from bothwithin and outside the Company,
and with diverse backgrounds suchas global perspectives

Solutions to Sustainability Issues

Executive Ofﬁcer

Yuichi Kawahara
Diversity, Equity,and Inclusion WG

Outside Director

GlobalSocial Impact WG•Drives social impact bypromoting impact strategies in
the Global Business andcarrying out Group-wide
information coordination•Other content incidental tosocial impact strategies

Integrated
Group
Management

Customer
Satisfaction
Development
Branding

General Manager, Advertising Management Ofﬁce,
Branding Strategy Dept.

Satoko Takeda

44

Corporate
Planning
Executive Ofﬁcer

Yoshiyuki Kimura

Treasury &Accounting

Executive Ofﬁcer

Hironao Wakamei

Sustainability of the Credit Saison GroupA sustainable society that is even more convenientand prosperous than today’s

Response to Climate Change
P48
Environment
P50
Human Rights
P52
Coexistence with Local Communities

Contribution to achieving the SDGs

Corporate Governance

Human Resource
Strategy

P55

P59

P31

Expectations and needs of stakeholders

Efforts to address important issues

Customers
Contributing to a Safe, Secure,
and Convenient Cashless Society
Information/Cybersecurity

P54

P53

Employees

Partners

Global Business

Materialities for sustainability

Shareholders

Achieving sustainablegrowth and improving
corporate value throughsound corporate
management

Creating humanresources and anorganization where each
person can fulﬁll an
active role in their own way

Enriching our customers
lives, and enabling themto live happily and true
to themselves

Regions/communities

Creating a better society
through co-creation
with partners

Sustainability Promotion Committee

Declining birthrate,
aging population

Climate change

Digitalization

Promoting conversion
to cashless operations

Changing society/Global environment

45

P21

Growing needs
for asset formation

Protecting the richnatural environment andculture that enriches life,and energizing people in
the region and community

Sustainability

Response to Risk/Opportunities
Materialities for sustainability and initiatives

The Credit Saison Group’s businesses carry with them several risks, including risks related to the external environment as wellas financial and business aspects. In this context, in addition to continuing to strengthen our response to the risks common to
the industry that we have been dealing with so far, there remains the necessity to evaluate any risks that have emerged due tochanges in the external environment from a medium- to long-term perspective and to take countermeasures. Some of the risks
that could significantly influence investor decisions are listed below.

Risks common to the industry
Materialities

Risks

Details

Achieving sustainable growth and improving corporate value
through sound corporate management
Creating human resources and an organization where each
person can fulfill an active role in their own way
Enriching our customers lives, and enabling them to live happily
and true to themselves
Creating a better society through co-creation with partners
Protecting the rich natural environment and culture that enriches
life, and energizing people in the region and community
Responses

P41

Financial Capital Strategy

Economic Conditions• Decrease in transaction volumes of credit cards, loans, credit guarantees, and real estate mortgage
loans provided by the Group, and decline in the loan collection rate due to deterioration of thedomestic and overseas economic environment (employment environment, household disposable
income, personal consumption, etc., due to recession)• Decrease in capital investment by SMEs, which are the main customers of the Lease Business, anddeterioration in corporate earnings• Recorded loss on valuation of real estate for sale, etc., due to falling real estate prices in the Real
Estate–related Business• Calculation by risk capital management (RCM) of the risk capital required by our business tomaintain ratings and maximize returns within the scope of the risk capital surplus

Fund Procurement• Among fund procurement methods, such as borrowing from financial institutions and the issuing ofcorporate bonds and CP, liquidity risk due to the considerable amount of funding with a procurement
period of less than one year

• In fund procurement, maintaining a certain percentage of long-term and fixed financing; the settingof liquidity enhancement limits, such as commitment lines; and the reduction of liquidity risk bypromoting diversification by executing direct procurement, such as corporate bonds and theliquidation of receivables• Risk of falling prices of investment assets, such as stocks of listed and unlisted companies, venture
investment funds, bonds, real estate, and real estate funds• Rise in funding interest rates when interest rates rise

• Appropriate management of market risk by introduction and utilization of RCM and ALM

Market Risk

Impairment of• Risk of non-repayment of receivables by large numbers of customers due to changes in the domestic
Financial Instruments and overseas economic environment (employment environment, household disposable income,(Allowance for Doubtful
Accounts)

Provision for Loss on
Interest Payment

personal consumption, etc., due to recession)• Ongoing soundness of claims and appropriate allowance for doubtful accounts by strengthening
credit management systems, such as establishment and operation of credit management systems
relating to credit limits, credit information management, and internal ratings, as well as monitoringof credit status• Risk of increase in the amount of reimbursement claims from customers regarding the portion of• The amount of allowance required at the present time is recorded in consideration of the pastinterest that was higher than the interest rate ceiling set by the Interest Rate Restriction Act, interest thatreimbursement record and trends in interest reimbursement claims
within the Group in Japan was repaid before the revision of the Act• Risk of ongoing impairment into the future when goodwill is not amortized on a regular basis withrespect to IFRS to which the Group is subject• Negative impacts on financial results and financial standing when impairment is declared due to acontinuous increase in the balance of goodwill in the event that new goodwill arises following M&As, etc.

• Investment limits based on RCM are set in order to establish mechanisms for avoiding excessive risk
• Deliberations by supervisory divisions and specialized departments are conducted regarding the
propriety of acquisition prices at the investment stage• Follow up and regular monitoring of the business environment are implemented to achieve theincome and expenditure plan at the time of acquisition once financing is complete• Revisions, changes in interpretation, and increasing strictness of general laws and regulations
pertaining to company management, and adoption of new legal regulations• Risk of having to cease certain services due to regulatory changes, etc.

• Internal systems, rules, and operations are reviewed, maintained, etc., in accordance with thechanges• While complying with laws and regulations, prompt responses to service developments inaccordance with new regulations

Anti-Money
Laundering• Risk of violations to laws and regulations when money laundering and terrorism financing measures(hereafter, money laundering measures) fail to function effectively• Deterioration in the business operations, financial results, and financial standing of the Company
and the Group due to business suspensions, penalties, and other administrative actions, and due todamage to reputation, etc.

• Preparations are made for complying with various laws and regulations in Japan and abroad as aresult of being subject to various laws and regulations in Japan and abroad, and of falling under thesupervision of supervisory authorities in Japan and abroad based on these• Further strengthening of money laundering measures is ongoing

Compliance• Risk of negative impacts on the business operations, financial results, and financial standing of theGroup due to administrative actions or damage to reputation following the occurrence of legal or
regulatory violations• Employee training, monitoring of training implementation status, and other preventive measures arepromoted by constructing a compliance framework and by strengthening internal control systems• Early detection and prompt response are enabled through the preparation of an internal reporting
system for violations of legal and regulatory compliance, acts of wrongdoing by managers andemployees, scandals, and potential conflicts of interest, etc.

Impairment ofGoodwill

Various Regulatory
and Legal System
Changes46

Risks and opportunities that need to be addressed over the medium to long term
Materialities

Risks
Occurrences ofLarge-Scale
Disasters

Impact of the
COVID-19
Pandemic

Details
Risks

Responses• Physical damage to owned assets and human damage to employees due to large-scale natural disasters (e.g.,
earthquakes) in various regions in Japan and overseas

Opportunities• Securing human resources through BCP plan formulation and education, building trust with other corporations, andimproving corporate value• Continuously developing services as social infrastructure by preparing for unexpected circumstances

Risks• Economic downturn, corporate bankruptcies, and prolonged decline in personal consumption due to continued
uncertain future restrictions on behavior and pandemic trends• Decreasing acquisition of new members due to intensifying competition caused by factors such as diversification of
payment methods through promotion of cashless payment and entry from companies in other industries

Opportunities• Improving customer satisfaction through Group-wide efforts to appropriately and quickly resolve all kinds of problems
that arise in a mature society• Initiated business structure transformation based on changes in customer psychology and behavior caused by the
COVID-19 pandemic

Risks• Decreasing transaction volume and increasing financing cost associated with deterioration of Group creditworthinessand brand due to factors such as a delay in responding to climate change and serious impact on the global
environment and economy resulting from factors such as intensification of natural disasters and changes in ecosystems
associated with climate change• Increasing bad debt costs due to deterioration of customers’ household finances and business performance caused byabnormal weather such as typhoons and heavy rains

Impact of Climate
Change• Improving corporate value through recognition of climate change countermeasures and CO2 reduction activities

Opportunities • Securing human resources by improving corporate value and name recognition, improving employee motivation, andgaining the trust of various stakeholders by increasing recognition from investors who have a high interest in ESG

Risks

Competitive
Environment
Opportunities

Overseas Business
Development• Intensifying competition due to new entrants from other industries into the payment industry as the result of
deregulation and technological advancement• Presenting favorable transaction conditions and services to customers without regard to profitability by competitors in
the real estate finance market• Developing new business domains and new products/services through collaboration with other industries• Expanding market share by improving convenience and strengthening relationships with affiliated companies

Risks• Market trends in the countries in which the Company develops its business, the presence of competitors, politics, theeconomy, law, culture, religion, customs, foreign exchange rates, and various other country risks

Opportunities• Development of existing and new services in countries/regions where there are many people who do not possess abank account and are unable to receive financial services• Formulating a BCP plan and regularly confirming its effectiveness; implementing BCP education and training• Improving the credit card usage environment by decentralizing authorization systems to the Kanto and Kansai regions

P48 Response to Climate Change• Response to changes in the business environment by transforming the business portfolio from management based on the
Payment Business to a comprehensive life services group• Expand services targeting new customer segments by building new remote-type member capture models using SAISONCARD Digital• Thoroughly implement employee health management and infection countermeasures• In August 2021, we established the Sustainability Promotion Committee (attended by the Representative, Executive President
and COO) to strengthen initiatives for sustainable business operations• Express support for the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and promote
information disclosure on governance, strategy, risk management, and indicators/targets related to responding to climatechange• Promote CO2 reduction by reducing paper consumption by changing to online statements and applications, reducing theissuance of plastic cards through SAISON CARD Digital, and use of recyclable materials in the envelope windows of statements* Online statements: As of March 2022, 50% reduction compared to total members/Reduction of 500 grams of CO2 perenvelope* Online applications: 95% of face-to-face card applications are accepted on tablet devices• Switched all electricity used at Credit Saison’s Ubiquitous Building data centers to electricity derived from 100% virtually
renewable energy using non-fossil certificates with tracking
P48 Response to Climate Change* CO2 emissions reduced among the Company’s business activities
August 2023: Approximately 38% annually (approximately 1,433 t-CO2) after introducing at Tokyo Ubiquitous Building
December 2023: Approximately 58% annually (approximately 2,200 t-CO2) after introducing at Kansai Ubiquitous Building• In addition to issuing credit cards, prepaid cards, and other plastic cards, working to provide a wide variety of payment
platforms aimed at improving customer convenience in a bid to realize a cashless society, including smartphone payments, QR
code payments linked to partner apps, and the smartphone-exclusive payment service “SAISON CARD Digital.”
P38 CSDX Business• Increasing screening speed for the purpose of improving customer convenience, strengthening relationships with real estate–
related companies, and achieving differentiation by providing products and services unavailable from other companies• Dispersing country risks by expanding into multiple countries/regions; reducing risks through regular risk analysis of thecountries where we are located; establishment of a detailed monitoring system for local affiliates
P21 Global Business• System failures due to malfunction of computer systems, communication line disruptions, etc.
System Risk and
Risks• Decreasing reliability due to the emergence of risks and leakage/unauthorized use of personal information (member
Cyberattack Risk
information) or confidential information due to cyberattacks, etc.
(including leaks of• External sales of core systems in which the Company has been accumulating know-how for many years
personal
information, etc.) Opportunities • In collaboration with external partners, external sales of secure payment systems in which use is made of fraud
prevention technology• Development of contingency plans, such as ensuring the backup of important systems• Improving employee awareness of information security and developing countermeasures against cyberattacks, such as
minimizing damage through the introduction of systems capable of detecting advanced cyberattacks• Appropriate protection measures and system development of personal information, as stipulated Opportunities under
Opportunities the Personal Information Protection Law, acquisition of Privacy MarkP54 Information/Cybersecurity

Risks• Risk of negligence and inappropriate handling of administrative tasks due to a large amount of manual paperwork
Actualization of
Administrative Risks Opportunities • Expanding demand for administrative process agencies at affiliated cards and partners• Creating an administrative work manual, regular inspection of administrative work status, prevention of employee errors andfraud, development and operation of a whistleblowing system for early detection of any illegal activity• Promoting automation of administrative work by the systematization and introduction of robotic process automation (RPA)

Risks

Reputation Risk

Relationships withMajor Partners

Securing andDeveloping Human
Resources• Risks affecting business operations, financial results, and financial standing in the event negative reviews or rumors are
spread regarding the Company and the Group, regardless of the veracity of such

• Building of relationships with stakeholders through reputation management
Opportunities• New customers and greater earnings due to consumer need identification and service improvements• Striving for early detection of gossip and rumors• Implementing countermeasures that respond in a timely, appropriate fashion according to the degree of impact and extent ofdissemination in order to minimize impacts• Deterioration of business performance of business alliances that form important strategies and business partners with• Strengthening relationships with existing partners
whom we have a capital relationship, changes of business alliance conditions, and cancellation of alliances with partners • Building a business model that does not depend on a specific partner by promoting new alliances with partners in diverse
industries and sectors• Business development utilizing the acquisition of memberships through alliances with partner companies andOpportunities
P15 Establish the Saison Partner Economic Zone and Reinforce Cooperation among the Group‘s Companies
organizations, expansion and diversification of services, product sales channels, and customer bases of both parties
Risks

Risks

• Risk of being unable to secure diverse, talented human resources to provide high-level services to customers anddevelop advanced products and services; risk of human resources leaving the Company

Opportunities • New service/product development by securing talent with expertise in digital technology

47• Providing equal opportunities by developing work systems and common employment patterns that meet employees’ needs,
the securing of excellent human resources by adopting personnel systems that can utilize the abilities and characteristics of
employees, such as the executive officer and specialist/expert systems• Introducing support systems such as a new business proposal system, a voluntary selective training program, and careerdevelopment seminars by age group; creating a culture of taking on challenges through the development of an environmentthat allows for long-term/multifaceted training and career development, for example, personnel
P33 Human Resource
allocation based on employee requests centered on open recruitment

Achieving sustainable growthand improving corporate
value through soundcorporate management

Sustainability

Response to Climate Change(Information Disclosure Based on the TCFD Recommendations)Protecting the rich naturalenvironment and culture thatenriches life, and energizing people
in the region and community

Creating a better society
through co-creation
with partners

Click here for details of Information Disclosure Based on the TCFD Recommendations
https://corporate.saisoncard.co.jp/en/sustainability/environment/tcfd/

The Company expressed its support for the Task Force on Climate-related Financial
Disclosures (TCFD) recommendations in 2022 and is involved in the TCFD consortium,
a discussion forum for the companies and financial institutions supporting therecommendations. With respect to disclosures of governance, strategy, risk management,
metric, and target information as recommended by the TCFD, we listed the FY2021 results
for these on our website in June 2023.

Risk management
For climate change risks, the Sustainability Promotion Committee leads the formulationof policies and strategies for minimizing risks and seizing opportunities and structurally
monitors related efforts.

Metrics and targets
Credit Saison included the six companies that are collectively responsible for more than
95% of net revenue within the scope of measurement. These companies are working to
reduce GHG emissions through efforts including the introduction of renewable energy andthe reduction of paper use.

Governance
Credit Saison established the Sustainability Promotion Committee in August 2021 as anorganization for discussing the direction of its activities to achieve its sustainability-related
strategies and to respond to inquiries from the representative director. The Committee isalso attended by the Representative, Executive President and COO. We also set up threeworking groups—the Climate Change Strategy Promotion Working Group (WG), the DE&I
(Diversity, Equity, & Inclusion) Promotion WG, and the Social Impact WG—under the purview
of this Committee. These meet regularly to deepen discussions on each theme.

Consolidated Group companies within the scope of measurement

Scope 1 and 2 reduction targets and trends

Please refer to page 44 for details.

(t-CO2)

Reduction fromthe base year:

Strategy

Approx. -2%

We predict changes in the external environment and analyze the future impacts of climatechange on our operations in accordance with the TCFD framework and by using a scenario
analysis method. It is important for us to pursue sustainable growth by mitigating climatechange and adapting to it through our business activities. Based on this understanding, we
believe that actions to address climate change are important in the management of ourbusiness. We identify and assess its impact on us by forecasting changes in the external
environment and our operating environment accompanying the manifestation of climaterelated risks and by identifying risk events. In the scenario analysis, we referenced multiple
existing scenarios published by organizations such as the International Energy Agency (IEA)
and the Intergovernmental Panel on Climate Change (IPCC).

18,563

Note: Market standard

The introduction of renewable energy for the Tokyo andKansai Ubiquitous buildings is expected to reduce emissions
for FY2023 to a level equivalent to the target.

18,235

17,783

Approx.
18,000Approx. -14%
17,003

Approx.
16,000

Reduction measures for achieving
the FY2025 and FY2030 targets
are under way
For details, please see page 49.

16,224

Reduction of 4.2% each year
compared with the base year
(Target)Results

2020(base year)

48

4.2%
reduction
Target2021

Forecast

8.4%
reduction
Target2022

14,665

10,767
12.6%
Forecast reduction
Target2023(current year)

2025

2030

(target year [1]) (target year [2])(FY)Response to Climate Change (Information Disclosure Based on the TCFD Recommendations)

Received a score of B for our first response to the CDP Climate Change
Questionnaire in 2022

Switching to renewable energy for 100% of the electricity used at Credit
Saison’s Tokyo Ubiquitous Building and Kansai Ubiquitous Building

Credit Saison responded to the CDP* Climate Change Questionnaire for the first time in
2022, for which we received a score of B. We will continue to engage in climate change
action through product and service developments, the introduction of renewable energy,
and other areas, and will strive to disclose the sustainability
information demanded globally.

Credit Saison switched all electricity used at the Tokyo Ubiquitous Building and Kansai
Ubiquitous Building, which consist of call center functions and operations for the customersof our card business, etc., to electricity derived from 100% virtually renewable energy using
non-fossil certificates with tracking. The Tokyo Ubiquitous Building, for which conversion
was completed in August 2023, is estimated to have reduced CO2 emissions from ourbusiness activities* by approximately 38% annually (approximately 1,435 t-CO2). Together
with the Kansai Ubiquitous Building, for which conversion was completed in December
2023, in total these two properties are expected to reduce CO2 emissions from our businessactivities by approximately 58% annually (approximately 2,193 t-CO2). As a result, the ratioof renewable energy electricity as part of Credit Saison’s total electricity consumption is
expected to reach approximately 61%.

* CDP is a non-governmental organization (NGO) administered by a U.K. based charity
organization. CDP operates a global information disclosure system that allows
investors, corporations, states, regions, and cities to manage their own environmental
impacts. The CDP was formerly known as the Carbon Disclosure Project.

Climate change related assessment (excerpt from the CDP report)
A

Leadership (A/A-):
Implementing current best practices
Management (B/B-):
Taking coordinated action on climate issues
Awareness (C/C-):
Knowledge of impacts on, and of, climate issues
Disclosure (D/D-):Transparent about climate issues

AB
BC
C-

* Total for Scope 1 andScope 2D
DTokyo Ubiquitous Building

CO2 reductions through DX and paperless operations

Promoting the use of online statements and environmentally friendly materials

With its responsibility for operations, the Operation DX Department is advancing efforts toimprove the efficiency of operations through DX. The number of new credit card accounts
opened online has increased threefold over the past three years following improvements
to the user interface for the withdrawal account registration and update page, expansionof online direct debit financial institutions, and other measures. Of the roughly 9 million
operations made per year, as of October 2023 approximately 60% had been automatedas part of the Department’s DX efforts. Moreover, the Department introduced a work flow
system for payment and refund operations to eliminate the need for voucher printing. Thissystem is expected to reduce paper use by approximately 500,000 sheets per year and CO2
emissions by approximately 4.7 tons per year.

Credit Saison is promoting the use of online applications for credit
cards and financial commodities, online credit card statements, andenvironmentally friendly materials. In FY2022, the online statement
ratio increased to approximately 54%, with online statements being
received by approximately 13 million customers.
Moreover, we are also working to reduce plastic waste, where
our use of a new envelope material for the Tento-mushi (ladybug)
Express card member magazine is expected to reduce plastic waste
by approximately 17 tons per year.
49

Achieving sustainable growthand improving corporate
value through soundcorporate management

Sustainability

Environment

Enriching our customers’ lives
and enabling them to live
happily and true to themselves

Creating a better society
through co-creation
with partners

Protecting the rich naturalenvironment and culture thatenriches life, and energizing people
in the region and community

Click here for details on Environment
https://corporate.saisoncard.co.jp/en/sustainability/environment/

Basic Approach

Corporations around the world are responsible for taking action to solve environmental problems. We will strive to reduce the environmental impact ofour business and actively work to reduce the environmental impact of society through means such as financial products. We also promote environmental
conservation activities through the management of Akagi Nature Park.

“SAISON CARD Digital for becoz” received grand prizes in two external awards
visualize CO2 emissions through daily purchasing activities aimed at raising user awareness ofenvironmental issues. The card has been well received by those who have a strong awarenessof sustainability. Credit Saison is working to enhance its services, launching an initiative ayear after the becoz card was issued in June 2023 that enables customers to participate
in environmental conservation activities at the Akagi Nature Park (Shibukawa City, Gunma
Prefecture), operated by Credit Saison, depending on the amount spent using the becoz card.

We have partnered with Datafluct, Inc. to launch SAISON CARD Digital for becoz (“becozcard”) from June 2022. This is the first credit card in Japan* that can visualize CO2 emissions
based on payment data to counter climate change. In March 2023, the becoz (=be CO2 zero)card received grand prizes of the NIKKEI Decarbonization Award 2022 (project category)sponsored by Nikkei Inc. and the Japan Financial Innovation Award 2023, which recognizes
financial innovation, sponsored by FINOLAB. The Company was recognized for its efforts to* According to research by Credit Saison.

Raise awareness through environmental events
Through our active participation in events that promotesustainable products and services, the becoz card helps
to raise awareness of climate change and contributes toenvironmental conservation activities. In 2023, we participatedin GOOD LIFE Fair 2023, which showcases goods and services
from all around Japan that brighten people’s lifestyles,
and in Environment Day Nagoya 2023 (Nagoya City, Aichi
Prefecture), where citizens, businesses, and government
collaborate to learn about the environment and take action.

50

Environment

Initiatives for Akagi Nature Park
Nature Park’s function as a natural environment conservation area with its exhibition andtourism facility functions by providing hands-on environmental learning opportunities suchas tree transplanting to “create a forest where people and nature can coexist.”
As a result, survey results show that the Satoyama ecosystem is well maintained mainly interms of the illumination level of the Quercus serrata forests and the growth status and numberof species of forest floor plants, indicating that the park’s focus not only on management forconservation but also on park maintenance is contributing to biodiversity conservation.

With the theme of “coexistence of humanity and nature” and the concept of providing
lush natural scenery to pass on to future children, Credit Saison has been operating Akagi
Nature Park in Shibukawa City, Gunma Prefecture since 2010. The devastation of forests
destroys ecosystems and significantly impacts our lives by limiting our water supply,
increasing the risk of mudslides and other disasters, and reducing the Earth‘s ability tosequester CO2. Through our reforestation project, we strive to increase the amount of CO2
sequestered and protect biodiversity. At the same time, we focus on balancing the Akagi
Migratory butterfly/Asagimadara(chestnut tiger butterfly)

Summer vacation scienceclassroom

Hands-on tree transplanting activities
to learn about the relationshipbetween disasters and forests

Summer vacation workshops

Initiatives by ReSAISON
We established ReSAISON Co., Ltd. in August 2022 as a joint venture with
the Cyclers Group, which has comprehensive recycling functions. The
Company contributes to developing secondary distribution markets byrecycling and engaging in resource recovery through the salvage, resale,and material recycling of office equipment with expired leases, particularly
office automation equipment. In September 2023, we held an event to collectunwanted items at Mitsui Residential for resale and material recycling, with theaim of reducing waste and realizing a circular economy.

Recycling center

51

Achieving sustainable growthand improving corporate
value through soundcorporate management

Sustainability

Human Rights

Creating human resources
and an organization where
each person can fulﬁll an
active role in their own way

Enriching our customers’ lives
and enabling them to live
happily and true to themselves

Protecting the rich naturalenvironment and culture thatenriches life, and energizing people
in the region and community

Creating a better society
through co-creation
with partners

Click here for details on Human rights: Policy/main initiatives
https://corporate.saisoncard.co.jp/en/sustainability/esg2/esg_policy.html
簡略版

TYPE ー A

Basic ApproachTo embody our management philosophy of being a leading-edge service company, together with our stakeholders, we will create asustainable society that respects human rights through our “Action Declaration” and “Behavioral Standards,” which are the values andconduct policy that we expect all officers and employees to share.

Human rights policy

Respect for human rights in business activities
We respect basic human rights by understanding and supporting various international
norms related to human rights in each of the countries where we operate. We strive torespect human rights by establishing policies such as prohibition of discrimination, respect
for freedom of association and collective bargaining rights, prohibition of harassment,prohibition of child labor and forced labor, and payment of wages.

We respect basic human rights by complying with various relevant laws and regulations
related to human rights in each of the countries where we operate, and by understanding
and supporting international norms such as the Universal Declaration of Human Rights,
the International Bill of Human Rights, and the International Labor Organization (ILO)
Declaration on Fundamental Principles and Rights at Work. Furthermore, we conduct ourbusiness activities based on the UN Guiding Principles on Business and Human Rights.

Initiatives for respecting human rights
Prohibition of harassment

Universal Manners Test/LGBT Manners Training

We encourage employees to take the Universal Manners Test to learn the ways of thinking
and behaviors that enable them to act from the perspective of someone different fromthemselves, such as the elderly and people with disabilities. Our employees also participate
in LGBT Manners Training to learn how to interact with diverse people.

We have defined harassment items (subject to disciplinary action) in our rules of employment.
We also conduct harassment education in compliance training tailored to different levels of
the organization, including executive employees including general managers, managers, andnewly appointed managers. Furthermore, we appoint compliance officers in each department
and carry out education programs led by the departments themselves.

Universal Manners Test/LGBT Manners Training
https://corporate.saisoncard.co.jp/en/sustainability/csr/

Respect for human rights in tune with our human resource strategy

Initiatives on children’s rights

We believe that innovation is born out of diversity, by bringing together people with theirindividual personalities, strengths, and values that come with age, gender, handicap,
nationality, lifestyle, career, and work style. Our endeavors focus on the creation of anenvironment where all can flourish in their own way, and we promote initiatives forthe active participation of all employees while valuing the spirit of DE&I, such as theintroduction of the COMMON PERSONNEL SYSTEM for all employees to realize equal pay
for equal work, the strengthening of mid-career recruitment and ways of working without
regard to age or company history, including reskilling, the hiring of people with disabilities
and creating environments that suit them, and hiring locally at our overseas offices.
Click here for details on human resource Strategy
P33 Human Resource

In addition to eliminating child labor in Japan and other countries, we take initiatives toaddress problems faced by children in the aspects of education, the environment, andothers. To create a prosperous future for the next generation, we respect and support
children’s rights through initiatives such as the “School Visit: SAISON TEACHER” financial
education program and nature education through hands-on classes for parents andchildren at Akagi Nature Park (certified for forest therapy).
School Visit: SAISON TEACHER
https://corporate.saisoncard.co.jp/sustainability/csr/teacher/(Japanese only)

Click here for details on Initiatives for DE&I
https://corporate.saisoncard.co.jp/en/sustainability/
diversity/gender/

Akagi Nature Parkhttps://corporate.saisoncard.co.jp/en/sustainability/environment/

52

TYPE ー BAchieving sustainable growthand improving corporate
value through soundcorporate management

Sustainability

Contributing to a Safe, Secure, andConvenient Cashless Society
Basic Approach

Saison leases
Credit guarantee
Flat 35

Small companies

Real estate ﬁnanceSole proprietors

SAISON ID
https://www.saisoncard.co.jp/customer-support/saison-id/(Japanese only)

Expansion of services offered

BtoB
Credit cards
Major
companies

Smartphonesettlement

Midsized
companies

Wealthy

Middle class

SAISON ID makes credit card usage safer, more secure, and convenient
We have launched SAISON ID, a new service that canmanage multiple IDs for our Net Answer members’site. Customers who hold multiple partner cards will
no longer need to log in with separate IDs for eachcard, making it easier to manage spending amounts
and membership information. It can also be used tolog into one‘s Saison Card LINE official account orother companies’ services that use Net Answer IDs
to link information. As we work toward the creationof our Saison Partner Economic Zone that enhances
convenience for our card members, we continuously
strive to improve our service.

BtoC

Moderately wealthy

Creating a better society
through co-creation
with partners

Cashless payments in Japan are progressing significantly in conjunction with the growth of digitalization and the spread of COVID-19. As a company thatprovides financial services such as credit cards, we aim to create a safe, secure, and convenient cashless society. We are working to manage personal
information and build security infrastructure against new forms of unauthorized use.

Credit Saison’s aim is to become a leading-edge service company by providing services
that enable our customers to realize high-quality and affluent lifestyles, centered on
financial services. In our pursuit of a sustainable society that is even more convenient andprosperous than today’s, our offerings have expanded from the provision of financial
services, primarily credit cards, to a wide range of services.

Ultrawealthy

Enriching our customers’ lives
and enabling them to live
happily and true to themselves

Saison Card LINE official accounthttps://www.saisoncard.co.jp/service/line/(Japanese only)

Realizing a safe, secure, and convenient cashless society
As cashless payments become increasingly
commonplace, we are working to develop
environments, such as for the constructionof diverse payment schemes, proper
management of personal information,
support for multiple loans, improved
accuracy of detecting unauthorized use, andothers, so that customers can use their credit
cards safely, securely, and with convenience.
Contributions to Society
https://corporate.saisoncard.co.jp/en/sustainability/csr/

Construction ofdiverse payment
schemes

Early resolution of problems by opening a Web-based unauthorized use
investigation desk

Proper managementof personal
information

Information/
cybersecurity

Given the recent rising number of instances of unauthorized credit card use that threaten
peace of mind when making cashless payments, in September 2023 we launched the “NetAnswer Investigation Desk Function” to put customers at ease in the unlikely case that they
are charged for usage they did not authorize. By enabling Net Answer to accept queries forfraudulent use investigations, previously only accepted by telephone from the Information
Center, it is now possible that customers can find prompt solutions in as
little as five minutes.

Support for
multiple loans
Improved accuracyof detecting
unauthorized use

Net Answer Investigation Desk Function
https://www.saisoncard.co.jp/topic/entry/voice_51/(Japanese only)

Payment Business (BtoC)
https://corporate.saisoncard.co.jp/en/business/payment/53

Achieving sustainable growthand improving corporate
value through soundcorporate management

Sustainability

Information/Cybersecurity

Basic Approach

Creating a better society
through co-creation
with partners

We have positioned cybersecurity measures as a management theme to respond to threats such as cyberattacks that have become increasingly advanced
and sophisticated in recent years.
As a company that provides financial services, we have established the Information Security Policy and strive to conduct appropriate information
management. We also work to appropriately protect and manage information assets such as hardware and software, and continuously maintain andimprove information security.

PolicyAudits and training
To ensure information security, regular audits are conducted by our internal audit department
or external auditors, and security items are covered in audits conducted by Deloitte Touche
Tohmatsu LLC. We also provide our directors, executive officers, and employees withinformation security training continually through various compliance training programs. There
were no serious incidents in FY2022 or FY2023 (as of the end of September 2023).

Based on our understanding that the appropriate management of information assets
we own is an important task for businesses, we have established basic policies that our
directors, executive officers, and employees should observe.

Management systems
We maintain and comply with various regulations related to information security, including
information management regulations, and are continuously reviewing our internal regulations
to heighten our security level. Furthermore, we appoint the head of each department as acompliance officer and build and promote a system for promoting information security.
We have also set up the Cybersecurity Response Team as an organization within the Crisis
Management Committee, which is under the supervision of the Board of Directors. Collecting
information on security vulnerabilities, monitoring cyberattacks and other forms of trouble,
and formulating response policies and procedures, the Team is working to establish systems
that minimize the damage caused by an incident and then restore the situation. Responsibility
for overseeing these initiatives rests with the CIO (and CISO), positions established within the
CSDX Development Department that promotes cybersecurity measures, and with the director
and senior managing executive officer responsible for the CSDX Development Department,
who concurrently serves as CDO (and CTO ).

Information/Cybersecurity initiatives
To respond to recent cyberattacks, including targeted attacks, we believe that rather thanextensions of the past more specialized and specific measures are needed. To implement
a drastic response for the IT infrastructure area, which represents a constraint on security
measures, in FY2023 we are proceeding with a gradual and speedy response. Specifically,
with regard to areas from where threats originate, we are addressing, for example, security
strengthening and network improvements as well as a preparedness system while keeping
risk countermeasures in mind.
Theme 1

Theme 2

Board of Directors*1

Representative Director

Appointment/delegation/supervision
Advice, etc.

Delegation/supervision

Crisis Management Committee
Cybersecurity Response Team
Validity guarantee

Network improvements

In conjunction with modernizing and optimizing network routes on the premise of high speed and expansion of cloudusage, we are working to strengthen security measures against recent cyberattacks.

Timely reporting ofmanagement risks andﬁnancial conditions

Appointment/delegation/supervision

Security strengthening

To improve security measures, we are promoting the replacement of in-house terminals. In addition to further
strengthening security by carrying out these replacements, consolidating the devices will also improve operational
efﬁciency for employees who use multiple devices to perform their business duties.

Cybersecurity diagram

Departments

Enriching our customers’ lives
and enabling them to live
happily and true to themselves

Theme 3

Preparedness system

We are building a security posture in conjunction with our CSDX strategy initiatives, such as creating a specializedorganization and in-house system development through the recruitment and training of digital human resources.
We also periodically conduct system risk assessments to detect and improve system vulnerabilities. To develop aGroup-wide preparedness system, we are working to foster awareness through in-house education activities such as
regular compliance education in the Corporate Risk Management Department. As a response to cyberattacks such as
targeted attack e-mails, we also continuously take measures to prepare for cyberattacks, such as regularly conducting
simulated e-mail drills to improve employee awareness of information security.

General Affairs Dept., CSDX Development Dept., etc. *2*1 Head of CSDX Development Dept.: Director, Senior Managing Executive Officer and CDO, CTO*2 General Manager of CSDX Development Dept.: concurrently CIO and CISO

54

Achieving sustainable growthand improving corporate
value through soundcorporate management

Sustainability

Coexistence with Local Communities

Creating a better society
through co-creation
with partners

Protecting the rich naturalenvironment and culture thatenriches life, and energizing people
in the region and community

Click here for details on Contributions to Society
https://corporate.saisoncard.co.jp/en/sustainability/csr/

Basic Approach

We conduct social contribution activities based on the following approach: “A corporation should not only fulfill its responsibilities as a social entity, suchas compliance with laws and regulations and contribution to profits, but also develop its business using methods and contents that satisfy or exceed theactual and latent demands of citizens, communities, and society.”

Next-generation education and financial education that will lead to regional
economic revitalization and human resource development

JFA Major Partner agreement and start of SAMURAI BLUE Card Saison issuanceStarting from 2023, Credit Saison has signed an eight-year JFA Major Partner agreementwith the Japan Football Association (JFA). Our support for the Japan national soccer
team has been ongoing for 22 years, ever since we signed an initial supporting company
agreement with the JFA in 2001. In addition to the Japan national men’s team, we will
support a wide range of JFA projects, including the 47 prefectural soccer associations,nurturing the next generation, and promoting the active participation of women. Also, in
November 2023, we will begin issuing the SAMURAI BLUE Card Saison, which provides
benefits based on the amount spent, such as exclusive benefits for card members andinvitations to exclusive events. In the years ahead, we will continue to engage in support
activities that connect soccer culture and supporters.

In January 2023, as part of the Hiroike Institute‘s educational partnership agreement with
Reitaku University, we began accepting applications for the Reitaku University original credit
card, a service developed mainly by students with the support of our employees.
Through KASSAI, a cloud-based support payment service that collects application feesfor Fintertech Co., Ltd., which promotes
the creation of next-generation financial
services using cutting-edge technology, in
December 2023 we also sought support
for the student-led Kashiwa Firework
Festival Project (Kashiwa City, Chiba
Prefecture). Since the agreement was
signed, industry-academia collaboration
efforts have been progressing.

Regional revitalization through Furusato tax payment service

Credit Saison is a major partnerof Japan’s national soccer team.

In April 2023, the number of local governments that could
use Saison’s Furusato tax payment service, which had
been launched in October 2020, as a donation destination
had increased significantly to more than 1,500, and thenumber of return gifts had increased significantly to morethan 550,000 items. Connecting donors, including Saison
Card and UC Card members, with local governments
across the country, we are working to revitalize local
communities by providing a system that makes it easy for
all donors to use the Furusato tax payment service. We
are also supporting donations for disaster recovery efforts
and carrying out recovery support activities that do notincur processing charges from local governments.

Contributing to local communities through business
In November 2022, the Ikebukuro Area Platform was established for companies,
organizations, schools, and government agencies to collaborate in the Ikebukuro areaof Tokyo, where the Credit Saison head office is located. As a member of the Platform,
our company is participating in initiatives that contribute to “improving the value andattractiveness of Ikebukuro. ”We have also established Saison Business Support, which
provides solutions to local business operators, in Kagoshima Prefecture. Our company isthus contributing to local communities through its business.

55

Sustainability

Roundtable Discussion between Outside Directors
Strengthening governance for “offense” and “defense” as we look
to be a game-changer in a transitioning financial industry

Q

Naoki Togashi
Outside Director(Independent)

Nana Otsuki

Outside Director(Independent)

Eiji Sakaguchi
Outside Director(Independent)

What are your assessments of the Company’s governance structure,
and what challenges does it face?

Togashi: Compared to when I was appointed in 2017, I feel that the Company has madegreat strides in strengthening internal auditing, risk management, and other “defensive”
governance. Our tasks going forward, I believe, are to firmly build and bolster audit andmanagement structures established under local holding companies in our fast-growing
global business and to deepen discussions on our ideal vision for the future in our financebusiness with respect to issues such as credit screening, reserves, screening criteria, andreturns on a risk-capital basis.
Yokokura: I was appointed as an outside director in 2020. Even within these past three
years I have seen dramatic changes to the situation, including surging growth in the Global
Business, an increased presence in the Finance Business, and recovery in the Payment
Business, among other developments. Under such circumstances, the role of outside
directors is to support management so that the Company can make decisions aboutmaintaining and increasing our corporate value while engaging in sound risk-taking. The
Company’s Board of Directors’ meetings are the scene of lively discussions and are well
documented. The ratio of outside directors has increased from this fiscal year, and diversity
has further risen in the ranks. I feel that we have a system that has evolved to enable eachindividual to demonstrate their respective skills and personalities in a multifaceted manner.
Sakaguchi: I have been serving as an outside director from the current fiscal year. Prior to myappointment, my belief was that there was a structure in which Chairman Rinno usually led
the discussion, but that is not really the case. We have a very open Board of Directors where
members can freely and frankly express their opinions. My feeling is that the transparency of
information sharing and the operational structure of the Board of Directors are at a very highstandard, even compared to that required by the Corporate Governance Code.
Otsuki: I was appointed in 2017, and from the beginning I had the impression thatthe Board was extremely open, giving maximum opportunity for people outside theCompany to express their opinions. Many of the directors are also from outside theCompany, giving the impression that management oversight is provided from a broad
perspective. Subsequently, the Company changed itself in major ways, such as with systemdevelopment, overseas expansion, new M&A, and other activities. I can clearly recall that
there were quite heated discussions at every step along the way.

Hitoshi Yokokura
Outside Director(Independent)

56

Roundtable Discussion between Outside Directors

Q

point in Japan’s financial policy, and as the Tokyo Stock Exchange’s market reform set inmotion from 2023 progresses, we will be under even more intense scrutiny from the market.
As a company engaged in the financial industry, which is hugely affected by these factors,
we must brace ourselves and stand firm.
Togashi: In Japan, we are one of the few players to be engaged in various financial
businesses beyond the framework of credit cards, consumer credit, personal finance, andother areas. To remain independent and continue to exist in the future, it is essential for us
to constantly keep abreast of changes in the market and customer needs. As part of this,I think that an issue for the next Medium-term Management Plan will be for the various
businesses in the Group to create mutual synergies. In the domestic market as well, we will
sow the seeds of revenue by seizing upon synergies, and there are many opportunities for
growth. On the other hand, investors might call it a conglomerate discount if you simply
expand your reach. So how do you create synergies? Of course, that means working towardhorizontal cooperation within the Group. To this end, I believe that, first of all, the executiveside should be more energetic in discussions at Board meetings, speaking up without
hesitation about businesses that are outside their own jurisdiction.
Yokokura: As an attorney, I sometimes handle corporate misconduct cases. In companies thatare involved in such incidents, there seems to be a tendency for Board members to take nointerest in matters outside their jurisdiction or to reject opinions on matters within their own
sphere of responsibility. At the Company’s Board of Directors, while there is an atmosphereconducive to open discussion on all sorts of matters, I believe that thinking from theperspective of “offense” about what direction the Company as a whole should take, regardlessof area of responsibility, will lead to sound governance in terms of “defense” as well.
Sakaguchi: I totally agree. We need to take a more attentive stance concerning our internalbusiness. What’s more, the Company talks about being “comprehensive,” but I believe that

What are your thoughts on the accomplishments and issues regarding
the current Medium-term Management Plan?

Yokokura: I believe we have achieved our goals as evidenced by our businessperformance. The point we need to watch closely now is how capital allocation will be madefrom the next Medium-term Management Plan onward.
Togashi: Having achieved the goals of the plan a year ahead of schedule, we had theoption of continuing the current plan as is. However, I appreciate that it is in the natureof the current management team to tackle the challenges of formulating a new Mediumterm Management Plan. The prospect of lifting an unprecedented monetary easing policy
is increasing, and if that becomes a reality, there will likely be an enormous impact on
the Company in terms of procurement availability, cost, and other factors. The fact thatmanagement is trying to come up with their next growth strategy amid this situation, I
feel, demonstrates their unyielding determination, or in other words, “unless we can comethrough this, there will be no break-away future for non-banks.”
Sakaguchi: In light of the expectations and demands placed on us by the stock market,
some may have thought it necessary to formulate a new Medium-term Management Plan
and work to issue a steady stream of messaging.
Yokokura: I agree. The business and economic environment has changed considerably since
the current Medium-term Management Plan was formulated, and going forward we need tohave a robust discussion on just how to achieve our high goals under such circumstances.
Otsuki: The current Medium-term Management Plan started during the unimaginable
COVID-19 pandemic, and it was within this environment, where we could not even see
our hand in front of our faces, that we formulated the plan. Nonetheless, I think that weachieved results. It is highly likely that 2024 will be the year that we see a major turning

57

Roundtable Discussion between Outside Directors

Yokokura: As a lawyer and accountant by profession, what I have come to value in reachinga decision is to always be conscious of the important facts, whether there is anything wrong
with the logic, if the conclusion has been reached through a proper process, and whether
the argument itself is ethical. I would like to support appropriate risk-taking by keeping
these “facts,” “logic,” “processes,” and “ethics” in mind during Board discussions.
Otsuki: The Company has taken a big step up from “defensive DX” to “offensive DX,” based
on updates to core systems completed with the previous Medium-term Management
Plan. Under the next plan, by making this into a sharp tool we will further promote our“transformation into a comprehensive life services group” as set forth in the current Mediumterm Management Plan, and together with expanding our business capacity in Japan, we lookforward to taking a great leap forward on a global scale in Asia and Central and South America.
Togashi: Credit Saison has now come to a crossroads in terms of just how to transform
its credit card business, our founding business. While settlement makes available only two
functions, either “immediate” or “deferred payment,” driven by a history of technologicalinnovation, there are now a diverse array of payment products in Japan, from cards to code
payments, far exceeding options offered in other countries. On the other hand, we are now
in an age where technologically, one method can offer two functions. Outside of Japan, in
India, Thailand, and other countries, technological innovation has enabled them to achieve
leapfrog-type development. So, considering that what changes at overseas locations will
also eventually arrive in Japan, whether that is credit cards fading away or transformation to asettlement style, payment systems will depend on precisely what steps we take in the future.
As we formulated the new Medium-term Management Plan ahead of schedule, I would
like to make every effort to ensure that when we look back a decade from now, we will be acompany that is said to have been a game changer at a major turning point.

there will always be situations where a more specific focus on a particular business or field
will lead to synergies.
Togashi: That is an interesting point. While the Company is also taking on the challengeof non-financial areas, considering strategies that link these to finance might lead to thecreation of synergies. Well, how would you go about generating synergies? Of course, wewill find the answer in human resources. It is critical that we increase the number of people
within the Company who can illustrate the story of our overall corporate strategy.
Yokokura: That would be people who not only connect the dots but also draw the picture. It
might also be good for personnel departments to aim for solutions that find and bring together
human resources with the necessary skills, based on a recognition of management issues.
Otsuki: We do not have any large-scale facilities like factories or for logistics, and almost all
our assets that generate revenue are human resources. The Company should be commended
for its pioneering efforts in motivating all employees to become full-time employees. Female
CEOs in our overseas subsidiaries, which are an area of growth, are also putting their skills touse. However, in FY2022, the ratio of female officers at the Company stood at 24.9%, which is
at an underdeveloped level, and an issue also exists in terms of diversity.

Q

Please tell us about the role you yourself would like to perform and yourexpectations of the Company.

Sakaguchi: As you can see from this group of outside directors, we have a lineup of risk
management experts. That is why, I believe, we need to play a role that encourages risktaking. We would like to support the Company, such as by somehow prioritizing the manythings that need to be done in management so that we can better bring form to the content
of the “comprehensive” issues espoused by the Company.

58

Creating human resources
and an organization where
each person can fulﬁll an
active role in their own way

Achieving sustainable growthand improving corporate
value through soundcorporate management

Sustainability

Corporate Governance

Enriching our customers’ lives
and enabling them to live
happily and true to themselves

Protecting the rich naturalenvironment and culture thatenriches life, and energizing people
in the region and community

Creating a better society
through co-creation
with partners

Our basic view on corporate governance
The Credit Saison Group is implementing
a variety of initiatives to improve andstrengthen our corporate governance inrecognition of the enormous importancethat bolstering management supervisory
functions intended to attain businessobjectives and to enhance managementtransparency holds for sustainably growing
corporate value. We will continue to study
approaches to management that best
suit the Credit Saison Group considering
global trends in corporate governance andour basic policies for ensuring the proper
functioning of internal controls.

Matters Concerning Composition ofGoverning Bodies and Organization
Management
Organization Form
Number of directors stipulated by
the Articles

Company with
Audit & Supervisory
Board Members
25

Term of office for directors stipulatedby the Articles

1 yearChairman of the Board of Directors

President

Number of Directors (of which are
Outside Directors)

12 (4)

Appointment status of Outside
Directors

4

Number of Audit & Supervisory Board
members stipulated by the Articles

5

Number of Audit & Supervisory Board
members (of which are outside Audit& Supervisory Board members)

3 (2)Supervisory Board members

General Meeting of Shareholders
Appointment and dismissal

Appointment and dismissal

Accounting
Auditor

Audit

Cooperation

Appointment and dismissal

Audit &
Audit
Supervisory Board

Cooperation

Board of Directors
Election/
Delegation/
Supervision

Audit

Audit

Guidance

Representative Directors

ReportAppointed

Number of Independent Directors
designated among Outside Directors

Click here for details of our Corporate Governance Report.
https://corporate.saisoncard.co.jp/en/sustainability/
Number of Independent Directors
designated among Audit &governance/pdf/governance_report_202209EG.pdf

Corporate Governance Structure

Consultation

Internal Audit Ofﬁce

Report etc.

Report/Advice

Nomination &Remuneration Committee

Consultation, etc.

ReportSustainability Promotion Committee

Appointment/
Consultation

Election/
Delegation/
Supervision

Important Committees

Delegation/Supervision
Timely report ofmanagement risk
and ﬁnancial condition

Departments

Audit

Corporate Planning Dept., Corporate Risk Management Dept., etc.

Monitoring

Report(Risk Management Committee,
Compliance Committee,
Business Strategy Committee, etc.)

Guarantee of effectiveness2

Management/Executive system
Credit Saison (the Company) has adopted the Audit & Supervisory Board (ASB) model, with ASB
members, for its corporate governance system. To ensure that we retain the confidence of ourshareholders and other investors, we strive to improve and strengthen corporate governance bynominating outside directors and outside ASB members. The Board of Directors and Nomination& Remuneration Committee receive advice and recommendations from outside directors toensure the appropriateness of business decision-making. This is intended to enable directors, who
are well versed in business matters, to maintain and improve management efficiency.
We have introduced an executive officer system to strengthen our corporate governancesystem through separation between operational execution and management supervision. As of
October 2023, the Board of Directors consists of 12 members, four of whom are independent
outside directors. The term of office for Directors is set at one year to ensure the Board can
respond flexibly to changes in the business environment and to ensure that shareholders can haveconfidence in the Company’s management. Going forward, we aim to exercise more appropriate
management supervision functions while developing an efficient business execution system.
59

Changes in the Governance Structure

2006 Enforcement of the Companies Act

2014 Formulation of the Stewardship Code2015 Application of the Corporate Governance CodeSeparation ofmanagement andexecution
Nomination &Remuneration
Committee

2006

2015

2016

2018

2019

2020

Introduction of an executive ofﬁcer system(reduced number of directors from June 2020)

Assurance of transparency for appointment/dismissalof directors and for ofﬁcer remuneration

Outside Directors
Outside Audit &Supervisory Board
Effectivenessevaluations for the
Board of Directors

2017

Improvement anddisclosure of Board of
Directors functions

2021

2022

2023

Corporate Governance

Composition of the Directors (As of September 30, 2023)

Effectiveness of the Board of Directors

The Board of Directors consists of members, some of whom were hired through periodic
recruitment and others through mid-career recruitment, from a wide range of careerbackgrounds, including finance, retail, real estate, and digital technology.
Internal directors

8Outside directors

Ratio of
OutsideDirectors

33%

4

40s

60s and older

2

3

Male

50s

7

58.7

With the goal of improving the effectiveness of the Board of Directors, the Company implements a self-evaluation–
based annual assessment and analysis for all directors and Audit & Supervisory Board members (including retirees
before the expiration of their term of office) elected in the previous year.
A questionnaire is given to each director and Audit & Supervisory Board member covering the following items, with
the Board of Directors conducting discussions based on feedback from the results.

Female3

23

Average ageof Directors

Implementation Summary

Assessment Items

Ratio of female
executives*

1) Composition of the Board of Directors
2) Management of the Board of Directors
3) Roles and Responsibilities of the Board of Directors

12%

Summary of Assessment Results
We have confirmed that the Board of Directors is operating at a generally proper level and that the effectiveness of theBoard of Directors has been secured.
Based on the opinion that the criteria for the selection and submission of proposals for the Board of Directors meetingsneed to be improved in order to allocate more time to the deliberation of important management issues, such as thestrategies and capital policies, etc., of the Company and the Group as a whole, the Company reviewed the criteria forsubmission of proposals to the Board of Directors and delegated authority for business execution to the business strategy
committee, the Directors in charge, and the Executive Officers, in April 2023. This review is expected to not only reduce thenumber of proposals on the Board of Directors, allowing more time for discussion of each item, but also to improve thespeed of business execution and create opportunities for training successors by expanding the authority andresponsibility of decision-makers by the delegation of authority.
The Company will continue to examine the effectiveness through the evaluation of the effectiveness of the Board of
Directors to see if the review contributes to improvement of the effectiveness of the Board of Directors, and based on
the recognition of issues to further revitalize discussions at Board of Directors meetings aimed at enhancing corporate
value, the Company will continue to improve operations to further improve the effectiveness of the Board of Directors.

* Total of directors, executive officers, and ASB members

Board of Directors
Year ended March 31, 2023,
The Company reviewed the criteria for submission
Board of Directorsof proposals to the Board of Directors and
20 meetings 94 discussion items
delegated authority for business execution to
the business strategy committee, the Directors in
Major discussion topics/Number ofcharge, and the Executive Officers, in April 2023.
discussion items
This review is expected to not only reduce the6Internal control and compliancenumber of proposals on the Board of Directors,
7
Financial results and financial standing
allowing more time for discussion of each item, but Management strategies and management
12
planning
also to improve the speed of business execution
19
Human resources
and create opportunities for training successors
20
Other individual mattersby expanding the authority and responsibility ofSubsidiary, associate, and Group governance 30
decision-makers by the delegation of authority.

About Director remuneration

Basic policy on Director remuneration

As the Credit Saison policy for determining the amount for director remuneration, etc., andthe calculation method thereof, at its meeting on February 25, 2021, the Board of Directors
deliberated the policy for determining the content of Individual Directors’ Compensation
following consultation and a report by the Nomination & Remuneration Committee regarding
the details to be deliberated in advance. This policy is intended to ensure that remuneration
sufficiently functions as an incentive for Directors to sustainably improve corporate value
and to build a remuneration structure that is linked to shareholder profits. At the Boardof Directors meeting held on June 21, 2023, we revised part of the policy regarding thedetermination of the content of Individual Directors’ Compensation for those Directors
posted overseas. The basic policy for determining the individual remuneration packageof directors, etc., is to consider the level of companies/industries of similar size and thebalance with employee remuneration for the system of director remuneration and individual
remuneration. At the same time, we set the remuneration level according to position,
presence, or absence of representation rights, etc.

Nomination & Remuneration Committee
Year ended March 31, 2023,
The Nomination & Remuneration
Nomination & Remuneration Committee
Committee is made up of Directors
elected by resolution of the Board of
5meetings* 9 discussion items
Directors, and is currently composed ofMajor discussion topics/Number of discussion items
five members, the majority of whom are
2
Election and assessment process for Directors, etc.
independent outside directors and which Election of Directors, etc., and General Meeting of2
include the Representative Chairman and Shareholders’ election proposal deliberations
4
Directors’
remuneration
system,etc.
CEO as the chairperson. The Committee
1
Skillmatrixfor
Directors,
etc.
meets at least once a year.
* Including one meeting held in writing

60

Corporate Governance

Remuneration structure

In calculating the planned amount of performance-based remuneration (bonuses) for
FY2022, we comprehensively considered the impact of factors such as COVID-19 and set the
expected performance-based coefficient for quantitative indicators at 105% and the expected
performance-based coefficient for qualitative indicators of each director to 80%–120%.
The amount of remuneration for each individual can be entrusted to the Chairman of
the Board based on a resolution of the Board of Directors. The scope or remuneration is theamount of basic remuneration for each director, the evaluation allocation of performancebased remuneration (bonuses) for each director, and the allocated amount of monetary
remuneration claims related to the acquisition of restricted shares. As a measure for the
Chairman of the Board to properly exercise this authority, the Nomination & Remuneration
Committee has established standards for the remuneration received by directors. Based onthese standards, the Chairman of the Board makes decisions within the scope delegated by
the Board of Directors.
In determining the actual issued amount of remuneration for individual directors in
FY2022, Representative, Chairman and CEO Hiroshi Rinno will be entrusted with thedetermination of the amount of basic remuneration for each director and the allocation
amount of monetary remuneration claims related to the acquisition of restricted stock. He
will also be entrusted with the evaluation allocation of performance-based remuneration(bonuses) for each director.

The remuneration structure is composed of basic remuneration, performance-based
remuneration (bonus), and non-monetary remuneration including restricted stockcompensation. For outside directors and Audit & Supervisory Board members, remuneration
is basic remuneration only. Furthermore, the Nomination & Remuneration Committee
considers the ratio of remuneration by type for executive directors based on the remunerationlevels of companies, industries, etc., of similar size to Credit Saison. The ratio of eachtype of remuneration, etc., is based on a 7:2:1 ratio of basic remuneration: performancebased remuneration, etc. (bonuses): non-monetary remuneration, etc. (restricted stockcompensation). For Directors posted overseas, the ratio for each type of remuneration, etc., isbased on remuneration excluding fringe benefits. However, Restricted Stock Compensation
might not be paid to Directors posted overseas, and in such cases, the approximate
ratio of each type of remuneration is as follows: basic remuneration: performance-based
remuneration (bonus) = 8:2 (however, excluding fringe benefits).
Basic remuneration(monetary remuneration)

Performance-based remuneration, etc.
(bonuses)Non-monetary remuneration, etc.

Amount calculated as fixedmonthly remuneration after
setting annual remunerationlevels for each position andconsidering the presence orabsence of representationrights, etc.*1

Amount calculated by multiplying theamount of the basic bonus by position,etc., considering the retention rate, etc.,
by the performance-based coefficient*3
for quantitative indicators*2 and theperformance-based coefficient for
qualitative evaluation*4

Amount calculated as restricted
stock compensation*5 after
setting annual remunerationlevels for each position andconsidering the presence orabsence of representation rights,
etc.*6

Outside directors

Fixed remuneration only––

ASB members*7

Fixed remuneration only––

Eligible officers

Executive
directors

Total amount of remuneration, etc., for each officer category, total amount of
remuneration, etc., by type, and number of eligible officers
The total amount of remuneration, etc., for each officer category of the Company, the total
amount of remuneration, etc., by type, and the number of eligible officers in FY2022 are
as follows.

*1 Fringe benefits such as housing allowance, child allowance, and temporary return allowance, etc., might be paid to Directors posted overseas.
*2 Quantitative indicators: Non-consolidated ordinary income (excluding temporary factors, etc.) growth rate and plan achievement rate.
*3 Performance-based coefficient: Based on a 50:50 ratio between the quantitative performance indicator growth rate and the plan achievement rate, while
comprehensively considering the occurrence of large-scale disasters, pandemics, etc.
*4 Qualitative evaluation: This is the result of evaluating each degree of contribution to improving the Company’s business performance and corporate valueby all directors, including the relevant director.
*5 Restricted stock compensation: Please refer to the Securities Report for details of the conditions.
*6 Fringe benefits such as insurance premiums, etc., might be covered by the Company for Directors posted overseas as non-monetary compensation.
*7 Audit & Supervisory Board member remuneration: The amount of remuneration for each Audit & Supervisory Board member is determined throughdeliberations by the Audit & Supervisory Board within the total amount resolved at the General Meeting of Shareholders.

Classification

Remuneration structure of executive directors
Remuneration coefficient of executive directors

Non-monetary remuneration, etc. [approx. 10%]
Performance-based remuneration, etc. (bonus) [approx. 20%]

Directors(excluding outside directors)

332

228

77

27

7

ASB members(excluding outside ASB
members)

16

16

–

–

1

Outside directors

24

24

–

–

3

Outside ASB members

36

36

–

–

3

Notes: 1. The total amount of remuneration paid to directors does not include employee salaries in the case of employees who serve concurrently as executive directors.
2. Performance-based remuneration, etc., lists the planned payment amount of performance-based remuneration (bonuses) for FY2022.
3. The content of non-monetary remuneration, etc., is the common stock of the Company, and the conditions for allotment are as described in the
remuneration structure and calculation section of the Company's 73rd business term Securities Report.
4. The numbers above include one director who retired.
5. As of the end of FY2022, there were nine directors and four Audit & Supervisory Board members.
6. Since there are no Directors whose total amount of consolidated remuneration exceeds ¥100 million, the names, classifications, total consolidated
remuneration, and amount of consolidated remuneration by type for each Director have been omitted.

Basic remuneration [approx. 70%]
Set according to position andmanagement responsibility level

Total amount of remuneration by type (Millions of yen)
Total
Number of
remuneration
Performance-basedNon-monetary
peopleBasicremuneration(Millions of yen)remuneration, etc. remuneration, etc.

Business performance for the ﬁscal year anddegree of contribution to business performance
Restricted Stock Compensation

61

Corporate Governance

Strategic shareholding sharesStrengthening the risk management and compliance systems

Regarding strategic shareholding shares, Credit Saison only holds shares of companies thatare transaction (investment) partners necessary for our Group’s business strategy and that are
rational to hold. When verifying the rationality of holdings, we properly ascertain the risks andcosts associated with holdings and the returns
Consolidated net assets ratio forfrom holdings, including from a medium- to
strategic shareholding shareslong-term perspective, and comprehensively(%)
verify profitability and other matters at the
20 20.0
16.6
Board of Directors and the ALM Committee.
As a result of verification, while considering
10.0 11.6 10.4
9.2
10factors such as the impact of the market, we
promptly sell stocks that are judged to have0little rationality to hold.

To achieve sustainable improvement of corporate value, we position the enhancement of corporate
governance as a key management initiative. To this end, we are improving internal control systems,
strengthening risk management systems, ensuring thorough compliance, and creating mechanisms
based on diversity, equity, and inclusion.
In establishing internal control systems, the Board of Directors decides on basic policies for
such, with the aim of building systems that ensure appropriate and efficient operations mainly in the
Corporate Planning Department, which is the unit responsible for overseeing internal controls. As
for internal controls on financial reports, the Corporate Risk Management Department leads the way
in promoting the establishment of internal controls in the Company and at our consolidated Group
companies, while the Internal Audit Office carries out independent monitoring.
Regarding risk management, the Risk Management Committee and the Corporate Risk
Management Department lead the way in preventing risks from materializing and in working tominimize the effects on the Company when they do arise. Accordingly, we strive to maintain our risk
management framework by holding regular internal training sessions for employees in accordancewith “risk management rules,” “rules concerning loss risk management,” and “crisis management rules.”In addition to the above, with regard to matters inherent in our Company Group or control mattersthat involve serious risks, for domestic subsidiaries, the Group Strategic Management Department
establishes and controls the matters, and for overseas subsidiaries, the Global Management
Department, which is responsible for overall management of overseas affiliate subsidiaries, gathers
information. As such, the Company oversees the status of business execution at each Group company
and shares information with the departments in charge of each Group company.
As for our compliance system, we have established the Compliance Committee to ensure
legal compliance, fairness, and ethical standards in our corporate activities. In addition to assigningcompliance responsibilities to employees in each department, we issued a declaration on how the
Company should conduct its activities and organized the ways in which officers and employees should
conduct themselves as standards of conduct. As a further means of strengthening our compliancesystem, we have disclosed this declaration and standards of conduct on the Company’s employee
website, inform employees about our compliance help desk, and hold compliance training sessions toensure rigorous adherence to these standards.

2017

2018

2019

2020

2021

2022

(FY)

Dialogue with shareholders and investors (IR activities)
Credit Saison endeavors to convey corporate information to all shareholders and investors in a
prompt, fair, and easy-to-understand manner, and actively discloses business results, financial
conditions, strategies, and other matters that the Company believes to be effective in providing
a better understanding of the Company. We also actively disclose sustainability initiatives thatcan only be implemented by Credit Saison aimed at achieving a sustainable society. In addition
to continuing to participate in results briefings, conferences hosted by securities companies,
and briefings for individual investors, we are actively engaging in dialogue with shareholders
and investors, such as by holding businessIndividual meetings with sell-sidestrategy briefings on our global business andanalysts/institutional investors
CSDX strategy, which attracted a lot of attention
during discussions. The Company will continue
2018
2019
2020
2021
2022
to promote IR activities with an awareness of
190 times 158 times 176 times 196 times 214 times
shareholder and investor needs.

Risk management system/compliance system
Board of Directors
Delegation

Overall

Determination of basic policy

Risk Management Committee/Compliance Committee
ReportOverall

Preventive
measures

Drafting/proposal of basic policy
Monitoring of response status
Identiﬁcation of risk
Analysis/evaluation
Review of measures
Implementation/monitoring

ReportGuidance
ReportIn regard to the opinions and requests acquired from shareholders and investors throughdialogue, and to the analyst reports that are occasionally issued, as the department in charge ofinvestor relations, the Public Relations Office takes the lead in appropriately providing feedback
to the Company’s executives and making reports regarding dialogue at the Board of Directors
meetings and management meetings, etc., in order to apply these opinions and requests indiscussions for enhancing corporate value.

Guidance

Departments in charge of risk
(general manager of each department)
ReportFeedback regarding the details of dialogue with shareholders and investors

Guidance

Corporate Risk Management Department(Committee Secretariat)

Guidance

Departments(general manager of each department)

Cooperation

Cooperation

Group companies

62

Sustainability

Board of Directors/Audit & Supervisory Board Members/Executive Officers (As of October 1, 2023)
Credit Saison visualizes the management skills of its directors, Audit & Supervisory Board members, and executive officers as a skill matrix. To conduct flexible management in uncertain times,
management composes members with diverse skills and expertise.

Representative,
Chairman andCEO

Hiroshi Rinno

Born in 1942

Representative,
Executive
President and
COO

Katsumi Mizuno

Born in 1969

Representative,
Director, Senior
Executive Vice
Managing
President and CHO Executive Officer

Naoki Takahashi

Born in 1950

Yoshiaki Miura

Born in 1966

Director, Senior
Managing
Executive Officer
and CDO, CTO

Kazutoshi Ono

Born in 1976

Director, Senior
Managing
Executive Officer

Kosuke Mori

Born in 1977

Director, Managing Director
Executive Officer(Non-executive)

Naoki Nakayama
Newly appointed

Born in 1965

Kosuke Kato

Director

Naoki Togashi

Director

Nana Otsuki

Hitoshi Yokokura

Newly appointed

Born in 1966

Director

Eiji Sakaguchi
Newly appointed

Outside/Independent

Outside/Independent

Outside/Independent

Outside/Independent

Born in 1960

Born in 1964

Born in 1969

Born in 1966

Board ofDirectors: Chairman: MemberNomination &Remuneration
Committee: Chairman: Member
Skill matrix
Corporate
management
GlobalFinancialaffairs/
Accounting
Humanresources/
Labor affairs
Legal affairs/
Riskmanagement
Sales/
Marketing
Digital/IT
M&A/Newbusiness
Real estate
Finance/
Loans
ESG
Notes: 1. The data presented in this table do not reflect all the skills possessed by the Board of Directors, Audit & Supervisory Board members, and executive officers. Up to seven of the major skills and other attributes are marked.
2. To transform into a comprehensive life services group, we are placing particular focus on global, digital/IT, and M&A/new business skills for our business strategy.

63

Director

Board of Directors/Audit & Supervisory Board Members/Executive Officers

Standing Audit& Supervisory
Board Member

Hideo Suzuki

Standing Audit& Supervisory
Board Member

Audit &
Supervisory
Board Member

Outside/Independent

Outside/Independent

Born in 1958

Born in 1968

Hiroaki Igawa

Chie Kasahara

Managing
Executive Officer

Shunji
Ashikaga

Managing
Executive Officer

Managing
Executive Officer
Kazue Yasumori and CFO

Masaki Negishi

Managing
Executive Officer

Ryuki Tabata

Executive Officer

Yasuyuki Isobe

Executive Officer

YuichiKawahara

Executive Officer

Naoki Misaka

Newly appointed

Born in 1956

Born in 1971

Born in 1973

Born in 1972

Born in 1967

Audit &
Supervisory
Board: Chairman: Member
Skill matrix
Corporate
management
GlobalFinancialaffairs/
Accounting
Humanresources/
Labor affairs
Legal affairs/
Riskmanagement
Sales/
Marketing
Digital/IT
M&A/Newbusiness
Real estate
Finance/
Loans
ESG

64

Born in 1969

Born in 1975

Born in 1975

Executive Officer

Executive Officer

Executive Officer

Executive Officer

Newly appointed

Newly appointed

Newly appointed

Newly appointed

Born in 1970

Born in 1973

Born in 1979

Born in 1971

Hironao
WakameiRyo Kihara

Koji Sugahara

Yoshiyuki
Kimura