June 27, 2024
SBI Leasing Service Co., Ltd.
Matters relating to the controlling shareholder etc. with respect to SBI Holdings Co., Ltd., which is our parent company, are as follows.
Note
1. Parent company, controlling shareholder (excluding parent company) , trade names, etc. of other affiliated companies or parent companies of other affiliated companies
(As of 2024/3/31)
| appellation | attributions | Voting rights ownership ratio (%) | Financial instruments exchanges, etc. where the stock certificates to be issued are listed | ||
| Direct ownership | Amount to be summed | meter | |||
| SBI Holdings Ltd. | parent company | ― | 63.5 | 63.5 | Tokyo Stock Exchange Co., Ltd. Prime market |
| SBI Nonbank Holdings Co., Ltd. | Parent company, major shareholder and largest shareholder | 63.5 | ― | 63.5 | ― |
2. Among parent companies, etc., the name of the company recognized as having the greatest impact on the listed company and the reason
| The name of the company recognized as having the greatest impact on listed companies | SBI Holdings Co., Ltd. |
| The reason | SBI Holdings Co., Ltd. indirectly holds 63.5% of our voting rights ownership ratio through SBI Non-Bank Holdings Co., Ltd., which is a wholly owned subsidiary, and is in a situation where it can control our company, and it is consolidated in terms of accounting. SBI Nonbank Holdings Co., Ltd. is an intermediate holding company within the SBI Group and does not conduct its own business. Therefore, the parent company that has the greatest impact on our company is SBI Holdings Co., Ltd. |
3. Our position in corporate groups such as parent companies and other corporate groups and other relationships between our company and parent companies, etc.
(1) Positioning of parent companies, etc. in corporate groups (SBI Group)
Corporate groups such as parent companies (SBI Group) include “financial services businesses” centered on securities business/banking/insurance businesses and overseas financial services businesses; “asset management businesses” that perform investment management and investment advice such as setting up, recruitment, and management of mutual funds; “investment businesses” centered on private equity businesses that operate venture capital funds, etc.; and “crypto asset businesses” that operate crypto asset exchange businesses, etc.; and Web3 related businesses and biotechnology Our business is centered around “next-generation businesses,” which include businesses that tackle advanced fields such as the healthcare & medical informatics business. Each group company develops its own business independently and is working together as the SBI Group to achieve mutual evolution.
We are developing our business as a company in the “financial services business.”
Corporate groups such as parent companies (SBI Group) include “financial services businesses” centered on securities business/banking/insurance businesses and overseas financial services businesses; “asset management businesses” that perform investment management and investment advice such as setting up, recruitment, and management of mutual funds; “investment businesses” centered on private equity businesses that operate venture capital funds, etc.; and “crypto asset businesses” that operate crypto asset exchange businesses, etc.; and Web3 related businesses and biotechnology Our business is centered around “next-generation businesses,” which include businesses that tackle advanced fields such as the healthcare & medical informatics business. Each group company develops its own business independently and is working together as the SBI Group to achieve mutual evolution.
We are developing our business as a company in the “financial services business.”
(2) Business restrictions and risks due to belonging to a parent company or other corporate group (SBI Group)
We have concluded a business management agreement with the parent company to clarify the relationship with the parent company.
In this agreement, although there are matters requiring prior reporting to parent companies, etc., there are no matters requiring approval and there are no business restrictions.
As an advantage of belonging to the parent company group, we believe that it will be possible to develop business utilizing the parent company group's network and name recognition, but on the other hand, there is a risk that reputation risk will also occur in our company due to negative images about financial details, credit conditions, performance, etc. that have arisen in SBI Holdings Co., Ltd. and other SBI Group companies.
We have concluded a business management agreement with the parent company to clarify the relationship with the parent company.
In this agreement, although there are matters requiring prior reporting to parent companies, etc., there are no matters requiring approval and there are no business restrictions.
As an advantage of belonging to the parent company group, we believe that it will be possible to develop business utilizing the parent company group's network and name recognition, but on the other hand, there is a risk that reputation risk will also occur in our company due to negative images about financial details, credit conditions, performance, etc. that have arisen in SBI Holdings Co., Ltd. and other SBI Group companies.
(3) A way of thinking about securing a certain degree of independence from parent companies, etc.
Of the Company's 7 directors, 2 are outside directors, and 2 out of 3 auditors are external auditors, and they are officers of the Company and do not have concurrent working relationships with the parent company.
Outside directors and outside auditors are appointed with reference to the criteria for judging the independence of the Tokyo Stock Exchange, Inc. and are responsible for ensuring the appropriateness and legality of decision-making and business execution by carrying out supervision, audits, advice, and recommendations, etc. utilizing their respective expertise and experience and insight on a wide range of advanced management from an external objective/neutral point of view.
Furthermore, in addition to the above system, the relationship with the parent company has been clarified by concluding the business management agreement described above, and management independence has been ensured.
Of the Company's 7 directors, 2 are outside directors, and 2 out of 3 auditors are external auditors, and they are officers of the Company and do not have concurrent working relationships with the parent company.
Outside directors and outside auditors are appointed with reference to the criteria for judging the independence of the Tokyo Stock Exchange, Inc. and are responsible for ensuring the appropriateness and legality of decision-making and business execution by carrying out supervision, audits, advice, and recommendations, etc. utilizing their respective expertise and experience and insight on a wide range of advanced management from an external objective/neutral point of view.
Furthermore, in addition to the above system, the relationship with the parent company has been clarified by concluding the business management agreement described above, and management independence has been ensured.
4. Matters relating to transactions with controlling shareholders, etc.
We are engaged in transactions such as reimbursement of secondment contributions and expenses, business alliances, etc. with SBI Holdings Co., Ltd., which is our parent company, and its group companies, and the outline for the fiscal year ending 2024/3 is as follows.
We are engaged in transactions such as reimbursement of secondment contributions and expenses, business alliances, etc. with SBI Holdings Co., Ltd., which is our parent company, and its group companies, and the outline for the fiscal year ending 2024/3 is as follows.
| kinds | Of companies, etc. Name or full name | location | Capital or investment (million yen) | Business description or occupation | Of voting rights, etc. Percentage of all (being owned) (%) | Relationships with related parties | Details of the transaction | transaction amount (million yen) | subjects | Balance at end of period (million yen) |
| parent company | SBI Holdings Co., Ltd. | Tokyo Minato | 180,400 | Management and operation of corporate groups through ownership of shares, etc. | (owned) indirect 63.5 | Labor costs · Reimbursement of expenses | Secondment contributions ・Of the cost Advance payments, etc. | 15 | accrued payments | 55 |
(Note) Terms of trade and policies for determining transaction conditions, etc.
Regarding labor costs, we mainly pay an amount equivalent to labor costs related to seconded personnel based on advance settlement of labor costs and memorandums of understanding relating to seconded persons.
Regarding labor costs, we mainly pay an amount equivalent to labor costs related to seconded personnel based on advance settlement of labor costs and memorandums of understanding relating to seconded persons.
| kinds | Of companies, etc. Name or full name | location | capital or Investments (million yen) | Description of business or occupation | Of voting rights, etc. Percentage of all (being owned) (%) | Related parties Relationship with | Details of the transaction | transaction amount (million yen) | subjects | Balance at end of period (million yen) |
| identical parent company Having organization | SBI Shinsei Bank, Ltd. | Tokyo Chuo-ku | 512,204 | banking | - | Borrowing funds | Borrowing funds | 5,000 | Short-term loans | 3,431 |
| Of loans repayments | 1,568 | |||||||||
| Interest payments | 10 | Unpaid expenses | 0 | |||||||
| Borrowing fees | 50 | - | - | |||||||
| identical parent company Having organization | SBI Money Plaza Co., Ltd. | Tokyo Minato | 100 | Insurance agency business, financial product brokerage business, mortgage agency business, etc. | - | Outsourcing | Payment of customer referral fees | 81 | accrued payments | 1 |
| Real estate subleases, etc. | Payment of rent, etc. | 11 | Long term differences deposit | 10 | ||||||
| Prepaid expenses | 0 | |||||||||
| accrued payments | 0 |
(Note) Terms of trade and policies for determining transaction conditions, etc.
(1) Borrowings of funds from SBI Shinsei Bank, Ltd., include a breakdown of loans using the syndication method (total initial loan amount 10,200 million yen, total year-end loan balance 7,000 million yen) with the bank as the arranger.
When borrowing funds, interest rates are reasonably determined by taking market interest rates into account.
When borrowing funds, interest rates are reasonably determined by taking market interest rates into account.
(2) Customer referral fee payment transactions with SBI Money Plaza Co., Ltd. are decided after negotiations each time, taking into account general transaction conditions and outsourcing details.
(3) Real estate leases are subleases, and we receive subleases under the same conditions as SBI Money Plaza Co., Ltd. leases.
5. Status of implementation of measures to protect minority shareholders when engaging in transactions with controlling shareholders
The Group's basic policy is to use appropriate conditions similar to general transaction conditions for transactions carried out between SBI Holdings Co., Ltd., the parent company, and its subsidiaries (hereinafter, “transactions with controlling shareholders”).
When a transaction with a controlling shareholder is anticipated, we are striving to protect the interests of shareholders excluding controlling shareholders by making decisions after sufficient deliberation in advance at the Board of Directors meeting, etc. that the necessity of the transaction and the terms of the transaction do not differ significantly from the conditions of normal transactions with third parties.
The Group's basic policy is to use appropriate conditions similar to general transaction conditions for transactions carried out between SBI Holdings Co., Ltd., the parent company, and its subsidiaries (hereinafter, “transactions with controlling shareholders”).
When a transaction with a controlling shareholder is anticipated, we are striving to protect the interests of shareholders excluding controlling shareholders by making decisions after sufficient deliberation in advance at the Board of Directors meeting, etc. that the necessity of the transaction and the terms of the transaction do not differ significantly from the conditions of normal transactions with third parties.
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