This document has been translated from the original document in Japanese (“ Yukashouken Houkokusho ”), which is legally
required for Recruit Holdings as a listed company in Japan to support investment decisions by providing certain information
about the Company for the fiscal year ended March 31, 2025 (“FY2024”), under Article 24, Paragraph 1 of the Financial
Instruments and Exchange Act of Japan.
The Japanese original document was filed to the Director-General of the Kanto Local Finance Bureau in Japan on June 23,
2025. Please refer to “Note Regarding Reference Translation” below as a general warning for this translation document.
Document Name
Annual Report translated from Yukashouken Houkokusho
Filing Date
June 23, 2025
Fiscal Year
FY2024 (From April 1, 2024 to March 31, 2025)
Company Name in English
Recruit Holdings Co., Ltd.
Title and Name of Representative
Hisayuki Idekoba
Representative Director, President and Chief Executive Officer
Address of Head Office
1-9-2 Marunouchi, Chiyoda-ku, Tokyo, Japan
Telephone Number
+81-3-3511-6383
Contact Person
Junichi Arai
Executive Vice President and Chief Financial Officer
Contact Location
1-9-2 Marunouchi, Chiyoda-ku, Tokyo, Japan
Definition of Abbreviations
Abbreviation
Definition
Recruit Holdings, the Holding Company
Recruit Holdings Co., Ltd. on a standalone basis
the Company, Recruit Group, We, Our
Recruit Holdings Co., Ltd. and its consolidated subsidiaries
SBU
Strategic Business Unit
BIP Trust
Board Incentive Plan Trust
Q1
Three-month period from April 1 to June 30
Q2
Three-month period from July 1 to September 30
Q3
Three-month period from October 1 to December 31
Q4
Three-month period from January 1 to March 31
FY2023
Fiscal year from April 1, 2023 to March 31, 2024
FY2024
Fiscal year from April 1, 2024 to March 31, 2025
FY2025
Fiscal year from April 1, 2025 to March 31, 2026
Definition of Adjusted EBITDA
Operating income + depreciation and amortization (excluding depreciation of right-of-use assets) + share-based payment expenses ±
other operating income/expenses
Supplementary Information
All comparisons in this report are year over year unless otherwise stated.
The names of the companies in this document are as of March 31, 2025, unless otherwise indicated.
As of April 1, 2025, HR Solutions of Matching & Solutions SBU has been transferred to HR Technology SBU and Matching & Solutions
SBU changes its name to Marketing Matching Technologies SBU in FY2025.
Average Exchange Rate During The Period
(In yen)
FY2023
FY2024
US dollar
144.59
152.62
Euro
156.75
163.88
Australian dollar
95.06
99.60
Table of contents
Company Overview
1
Key Performance Indicators
1
History
3
Business
7
Major Subsidiaries and Associates
12
Employees
14
Business Overview
17
Management Philosophy and Strategies
17
Sustainability Policy and Actions
25
Risk Factors
34
Management’s Discussion and Analysis of Financial Position, Results of Operations,
and Cash Flows
52
Material Contracts
57
Research and Development
57
Facilities
58
Overview of Capital Expenditures
58
Status of Major Facilities
58
Facility Establishment and Disposal Plans
59
Status of Shares, Acquisition of Treasury Stock and Dividend Policy
60
Status of Shares
60
Status of Acquisition of Treasury Stock
77
Basic Policy on Profit Distribution and Dividends
79
Corporate Governance
80
Corporate Governance Overview
80
Leadership
100
Status of Audits
119
Compensation
124
Stocks Held by the Company
130
Financial Information
134
Consolidated Financial Statements and Notes
135
Non-consolidated Financial Statements and Notes
186
Other Information
201
Outline of Share-related Administration of the Company
201
Information on the Parent Company of the Holding Company
202
Other Reference Information
202
Information on the Guarantor of the Holding Company
206
Independent Auditor’s Reports
207
Company Overview
Key Performance Indicators
The Company - Consolidated Basis
(In millions of yen, unless otherwise stated)
Fiscal year
IFRS
FY2020
FY2021
FY2022
FY2023
FY2024
Fiscal year end
March 2021
March 2022
March 2023
March 2024
March 2025
Revenue
2,269,346
2,871,705
3,429,519
3,416,492
3,557,478
Profit before tax
168,502
382,749
367,767
426,241
527,143
Profit for the year
131,690
297,722
271,671
354,596
408,159
Profit attributable to owners of the
parent
131,393
296,833
269,799
353,654
408,504
Comprehensive income attributable
to owners of the parent
208,633
395,869
377,977
553,909
383,161
Equity attributable to owners of the
parent
1,091,571
1,363,776
1,627,010
2,000,922
1,617,582
Total assets
2,196,613
2,423,542
2,793,281
3,144,646
2,772,252
Equity attributable to owners of the
parent per share (Yen)
667.96
847.45
1,030.33
1,295.40
1,102.86
Basic earnings per share (Yen)
79.83
181.68
168.59
225.99
271.44
Diluted earnings per share (Yen)
79.70
180.83
167.44
222.90
268.32
Ratio of equity attributable to
owners of the parent (%)
49.7
56.3
58.2
63.6
58.3
Return on equity attributable to
owners of the parent (%)
12.6
24.2
18.0
19.5
22.6
Price earnings ratio (Times)
67.7
29.8
21.6
29.7
28.2
Cash flows from operating activities
286,597
439,610
438,193
535,362
610 , 363
Cash flows from investing activities
(40,373)
(70,738)
(32,676)
(68,789)
(61,054)
Cash flows from financing activities
(172,713)
(254,371)
(252,060)
(334,648)
(880,480)
Cash and cash equivalents at the
end of the year
501,043
669,551
877,370
1,136,858
808,625
Number of employees
2
46,800
51,757
58,493
51,373
49,480
Average number of contract
employees
1,720
1,896
1,915
1,952
1,591
1
The consolidated financial statements have been prepared based on IFRS as issued by the International Accounting Standards Board.
2 The number of employees excludes contract employees.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 1
The Holding Company - Standalone Basis
(In millions of yen, unless otherwise stated)
Fiscal year
FY2020
FY2021
FY2022
FY2023
FY2024
Fiscal year end
March 2021
March 2022
March 2023
March 2024
March 2025
Operating revenue
27,324
42,029
417,404
153,932
615,773
Ordinary income
19,574
33,978
406,315
139,488
603,655
Net income
14,063
23,996
410,423
126,116
604,616
Common stock
40,000
40,000
40,000
40,000
40,000
Total number of shares
issued (Shares)
1,695,960,030
1,695,960,030
1,695,960,030
1,649,841,949
1,563,912,149
Equity
805,322
672,979
926,772
879,782
693,373
Total assets
1,372,520
1,423,107
1,666,307
1,768,645
1,654,348
Equity per share (Yen)
491.99
417.09
585.40
567.58
470.02
Dividend per share (Yen)
20
21
22
23
24
Interim dividend per share
(Yen)
9.5
10.5
11.0
11.5
12.0
Earnings per share (Yen)
8.54
14.69
256.47
80.59
401.76
Diluted earnings per share
(Yen)
8.53
14.62
254.72
79.49
397.13
Capital adequacy ratio (%)
58.6
47.2
55.5
49.6
41.7
Return on equity (%)
1.7
3.3
51.4
14.0
77.2
Price earnings ratio (Times)
632.1
368.6
14.2
83.2
19.1
Payout ratio (%)
234.1
143.0
8.6
28.5
6.0
Number of employees
1
138
136
128
119
116
Average number of contract
employees
4
5
5
5
5
Total shareholder return (%)
193.9
195.1
132.8
243.0
277.8
Comparative indicator:
TOPIX total return index (%)
142.1
145.0
153.4
216.8
213.4
Highest share price (Yen)
2
5,568
8,180
5,676
6,767
11,895
Lowest share price (Yen)
2
2,240.5
4,435
3,284
3,583
6,011
1 The number of employees excludes contract employees.
2 The highest and lowest share prices are those quoted on the First Section of the Tokyo Stock Exchange before April 3, 2022, and on
the Prime Market of the Tokyo Stock Exchange after April 4, 2022.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 2
History
March 1960
Foundation. Started as an advertising agency specializing in job ads in university newspapers.
1962
Published Invitation to Companies which consolidated recruitment information for university
students and established the two-sided marketplace business model.
August 1963
Japan Recruit Center, Inc. was established, a predecessor to today’s Recruit Holdings Co., Ltd.
1968
Introduced the IBM 1130 Computing System, becoming the first company in Japan to use this
groundbreaking computer.
1971
Established Recruit Computer Print, a company specializing in digitized pre-production
processes focused on adopting leading-edge publishing technologies.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 3
Organizational
Transitions
The Company was founded in March 1960 in Minato-ku, Tokyo, Japan as the University Newspaper
Advertising Company, publishing job advertisements in university newspapers. Following that, we
began handling advertising for multiple university newspapers, and in October 1960, we established the
University Advertising Co., Ltd. as a corporate organization. In 1962, we launched our publication
Invitation to Companies
, and in April 1963 changed the company name to the Japan Recruitment
Center, Inc. In August 1963, the company name was further updated to Japan Recruit Center, Inc, a
predecessor to today’s Recruit Holdings, Co., Ltd. Please refer to the timeline below for further
information regarding organizational transitions.
Business Fields
Expansion
Recruit Group was established in 1960 as a job search magazine for university students. In 1962, we
developed the “Ribbon Model,” our guiding business model in which we create platforms that connect
business clients with individual users. With this model, we have since widened our range of HR
businesses to meet mid-career recruiting, placement, and staffing needs.
We have also expanded into
the life events and lifestyle fields to serve the housing, automobile, bridal, travel, dining, and beauty
industries. Recently, we have introduced software as a service (“SaaS”) business tools to support
operations within small and medium-sized enterprises (“SMEs”), such as retailers and restaurants.
Digital
Transformation
The Company began using computers at a time when their use was still limited, putting digitization into
practice for increased efficiency. Following the introduction of a supercomputer in the 1980s, we
transitioned from paper magazines to online media in the 1990s, and then to mobile platforms. Not only
did this allow for faster and more convenient delivery
of information, but it also transformed how
individual users and business clients interact, through the development of groundbreaking tools such as
online reservation systems andSaaS solutions.
Globalization
In the 2000s, the Company entered the global market with a bridal business in China. Although this
ended with a withdrawal, this experience helped us to shape our mergers and acquisitions (“M&A”)
strategy, and later succeeded in expanding our staffing businesses to the US, Europe, Australia and
beyond. Further, the acquisitions of Indeed, Inc.
1 in 2012
and Glassdoor LLC
1 in 2018 have led to the
successful establishment of our HR Technology SBU, spearheading the growth of the Company as a
whole and bringing the number of countries and regions we serve to over 60.
Evolution of
Matching Platforms
The Company has transformed its business from a traditional advertising-based media model into a
technology-driven two-sided marketplace business model, which facilitates the best possible matches
for the mutual benefit of both individual users and business clients. Through HR Technology and
Staffing, the Company aims to streamline hiring processes under the Simplify Hiring strategy. In
Marketing Matching Technologies,
under the Help Businesses Work Smarter strategy, the Company
builds an ecosystem that supports the operations of corporate clients through matching platforms and
SaaS solutions, aiming to enhance their productivity and profitability. In recent years, the Company has
improved matching efficiency, providing better matching outcomes for individual users and improving
operational efficiencies for business clients with AI developed based on the expertise cultivated within
the Recruit Group.
1976
Launched operations in the housing information industry in response to the oil crisis induced
recession, and achieved rapid growth.
1980
Launched Travail, Japan’s first career change magazine for women, published 5 years prior to
Japan’s legislative enactment of The Equal Employment Opportunity Law.
April 1984
Changed the company name to Recruit Co., Ltd.
1984
Launched the magazine Car Sensor. It was born from a training program for new employees and
focused on the used car market.
1985
Against the backdrop of the privatization of Japan’s telecommunications industry, launched
Information Network Service operations and Remote Computing Service operations.
1985
Established Recruit U.S.A. Inc. to support Japanese companies with local hiring in the US.
1987
Established the Supercomputer Research Institute, aimed at developing insights into how to
meet the challenges and opportunities of the approaching era of a data-driven society.
1990
Launched Jalan, a magazine about travel and leisure optimized for easier booking.
1993
Launched Zexy, a bridal information magazine born from our new internal business proposal
system, “Ring.”
1995
Launched Mix Juice (Currently
2 ISIZE) marking the start of our online media business.
1996
Digitized our job information magazines and launched RB on the NET (Currently
2 Rikunabi) and
Digital B-ing (Currently
2 Rikunabi Next).
2000
While the Company expanded its businesses in the field of life events such as housing and
bridal, it also launched lifestyle information magazine HotPepper (Currently
2 Hot Pepper
Gourmet) which contains dining guides and coupons.
2000
Launched ISIZE Travel (Currently
2 Jalan net), a platform for making accommodation
reservations online.
2004
Launched the bridal information magazine Zexy in China. This experience helped the Company
shape M&A strategy for global expansion.
2007
Launched Hot Pepper Beauty, an online beauty salon appointment reservation service.
January 2008
Moved the headquarters to Gran Tokyo SOUTH TOWER (Marunouchi 1-9-2, Chiyoda-ku, Tokyo,
Japan)
July 2010
Acquired US-based staffing company, The CSI Companies, Inc.
1 and implemented our Unit
Management System. With this acquisition, we began M&A-driven global expansion.
2011
Launched Juken Sapuri (Currently
2 Study Sapuri), an online learning service for college
entrance exams, then expanded into languages and other subjects, successfully growing into an
affordable high-quality online learning platform.
2011
Acquired Staffmark Group, LLC
1 in October, Advantage Resourcing Europe B.V. (Currently
2 RGF
Staffing UK Limited)
1 in December and expanded our staffing business in the US and Europe.
2012
Developed SALON BOARD, a cloud-based online reservation management system that
improves operational efficiency at beauty salons through digitization, replacing paper-based
reservation books.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 4
October 2012
Through an incorporation-type split the Company became a holding company, Recruit Holdings
Co., Ltd., and established the following companies:
- Recruit Sumai Company Ltd.
- Recruit Marketing Partners Co., Ltd.
- Recruit Lifestyle Co., Ltd.
- Recruit Technologies Co., Ltd.
Through a joint incorporation-type split by Recruit Office Support Co., Ltd.
1 newly established:
- Recruit Administration Co., Ltd. (Currently
2 Recruit Co., Ltd.)
1
Through an absorption-type split, transferred businesses to the following 100% subsidiaries of
the Company:
- Recruit Career Co., Ltd.(Former Recruit Agent Co., Ltd.)
- Recruit Jobs Co., Ltd.(Former Recruit HR Marketing)
- Recruit Communications Co., Ltd.(Former Recruit Media
Communications Co., Ltd. )
October 2012
Acquired Indeed, Inc.
1 (founded in 2004), a job search engine based in the US. This marked our
full entry into the HR technology business, which has since revolutionized the HR industry
through disruptive digital innovation.
2013
Released AirREGI, a point of sale (POS) system for SMEs of various industries such as retailers
and restaurants, using smartphones and tablets to enhance operational efficiency of their
businesses.
October 2014
Listed publicly on the First Section of the Tokyo Stock Exchange.
2015
Expanded AirREGI’s functions and also launched AirPAY, a payment system service that
accepts various payment methods including credit cards, electronic money, and QR Codes
3
.
2015
Established Recruit Institute of Technology (Currently
2 Megagon Labs) to work with external
organizations on research and development of AI, machine learning, and other new
technologies.
2015
Acquired the staffing companies Peoplebank Australia Ltd
1 in January and Chandler Macleod
Group Limited
1 in April, companies with leading market positions and strong business
fundamentals in the Australian market.
2016
Launched Indeed Hire, an innovative recruitment service that goes beyond the job
advertisement business.
June 2016
Acquired USG People Holdings B.V. (Currently
2 RGF Staffing B.V.)
1
, a leading European staffing
company with a presence in the Netherlands, France, Germany, and Belgium among other
countries, marking our full entry into Europe.
April 2018
Reorganized the Company and established a managing company for each SBU that oversees
the operation of its subsidiary companies:
- HR Technology SBU: RGF OHR USA, Inc.
1
- Matching & Solutions SBU: Recruit Co., Ltd.
1, 4
(Former Recruit Administration)
- Staffing SBU: Recruit Global Staffing B.V.
(Currently
2 RGF Staffing B.V.)
1
2018
Launched AirSHIFT, a system for the management of shift work using a SaaS solution, thereby
contributing to operational efficiency in the service industry where labor shortages are a major
problem.
June 2018
Acquired Glassdoor, Inc.(Currently
2 Glassdoor LLC)
1
, a leading online job and company
information site founded in the US in 2007. Glassdoor has developed a database of information
and reviews posted by users, bringing transparency to the job seeking process and
strengthening our HR Technology business.
2018
Launched Indeed Assessments, a platform that helps employers automate the screening
process so they can quickly find candidates with the skills they need.
2020
Launched Indeed Interview, a video interviewing platform designed specifically for interviewing
and hiring, which was created to allow employers to quickly adapt to virtual hiring needs during
the pandemic so job seekers could interview safely from the convenience of their homes.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 5
2021
Launched Indeed Hiring Platform, a new solution that allows employers to manage the hiring
process – from posting through interview – directly on Indeed, with no additional software. Job
seekers who meet an employers’ objective job criteria can automatically advance to an interview.
April 2021
The following mergers were carried out in the Matching & Solutions business.
Integration of seven core operating companies and functional companies into Recruit Co., Ltd.,
SBU Headquarters.
- Recruit Sumai Company Ltd.
- Recruit Lifestyle Co., Ltd.
- Recruit Marketing Partners Co., Ltd.
- Recruit Career Co., Ltd.
- Recruit Jobs Co., Ltd.
- Recruit Communications Co., Ltd.
- Recruit Technologies Co., Ltd.
2021
Launched AirWALLET with COIN+ compatibility, the free and easy-to-use digital account
management and payment application that allows users to seamlessly manage, charge, transfer,
and withdraw money with COIN+.
2021
Launched AirWORK Applicant Tracking System (ATS), a hiring management system that allows
users to create hiring websites and duplicate to Indeed for free.
2021
Announced our sustainability goals in environmental, social, and governance, aiming to achieve
them by FY2030. We aim to create a positive impact on society and the environment through all
our corporate activities.
2022
Launched AirCASH, a financial service that allows businesses to cash out future sales.
2022
Launched AirINVOICE, an invoice management service that enables users to make payments
from their smartphones.
April 2022
In accordance with the Tokyo Stock Exchange's market-segment restructuring, Recruit Holdings’
stock was transferred from the First Section to the Prime Market.
July 2022
Changed the registered location of the head office to Gran Tokyo SOUTH TOWER (Marunouchi
1-9-2, Chiyoda-ku, Tokyo, Japan)
2023
Launched AirWORK Payroll, a service that handles monthly payroll transfers.
2023
Launched Indeed Skill Connect, a new product that advances skills-first hiring by helping job
seekers better promote their skills and completed training programs to potential employers.
2023
Launched RGF Connect, RGF Staffing's global social program that supports underserved people
with education, training, and employment opportunities.
2023
Launched Glassdoor Community to drive real-time workplace conversations.
2024
Launched “Indeed PLUS” in Japan, a platform that automatically distributes job postings based
on their job description to the job boards linked to Indeed PLUS that are judged to be the most
appropriate.
2024
Launched Indeed Smart Sourcing, a product suite for employers that features AI-powered
candidate suggestions, resume search, and automated candidate messaging.
2025
Introduced a digital wage payment service, available to companies using AirWORK Payroll,
allowing employees to receive instant wage payments via AirWALLET with Coin+ compatibility.
1 Consolidated subsidiaries as of March 31, 2025.
2 “Currently” in the chart above shows the name as of March 31, 2025.
3 “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
4 On April 1, 2025, Matching & Solutions SBU’s HR Solutions business was transferred to HR Technology SBU, and Matching &
Solutions was renamed Marketing Matching Technologies from FY2025.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 6
Business
The Company started in 1960 as a business providing job information to students by placing job advertisements for its clients in
university newspapers in Japan. Since then, the Company has consistently created and operated matching platform businesses
connecting individual users and business clients.
Currently, the Company provides individual users around the world the best possible choices and supports business clients in
improving their operational efficiency by utilizing technology and data, all enabling simpler and faster matching.
In the course of connecting individual users and business clients, the Company positions data security and privacy, including the
protection of individual users’ privacy, as a material foundation for its corporate activities, and has established appropriate structures
and measures to support that position.
The Company operates its businesses through each of its three Strategic Business Units (“SBU”s): HR Technology, Matching &
Solutions and Staffing. The Company has established respective SBU Headquarters in order to further reinforce global, swift decision
making. This organizational structure enhances the management capabilities of each SBU Headquarters and enables each SBU
Headquarters to execute its own strategy. At the same time, each SBU collaborates closely to achieve the Company’s three strategic
pillars: Simplify Hiring, Help Businesses Work Smarter, and Prosper Together. The SBU structure also enables the Holding Company
to focus on and strengthen its holding company functions, including strategic planning and execution as well as group governance and
monitoring. Through these positive aspects of the SBU structure, the Company aims to increase its enterprise value.
As of March 31, 2025, the Company had 223 subsidiaries and 8 associates.
As of April 1, 2025, HR Solutions of Matching & Solutions SBU has been transferred to HR Technology SBU and Matching & Solutions
SBU will change its name to Marketing Matching Technologies SBU in FY2025. Statements below are based on the information as of
March 31, 2025 before the organization change unless otherwise stated. Brands and services of each SBU are listed based on
information as of April 1, 2025 in addition to information as of March 31, 2025.
Business Overview by Segment
HR Technology
HR Technology consists of Indeed, Glassdoor, and other related businesses.
Indeed and Glassdoor are online matching and hiring platforms where people can find jobs and learn about companies. Both Indeed
and Glassdoor have missions that are aligned towards achieving success for job seekers - Indeed’s mission is to help people get jobs
and Glassdoor’s mission is to make worklife better, together.
Indeed created the job aggregation and search model and is now transforming into a global two-sided talent marketplace. In doing so,
Indeed has become the leading job site in the world
1
, with over 610 million job seeker profiles
2 and 3.3 million employers
3 using Indeed
to hire in the last year.
Glassdoor has reshaped the way people search for and evaluate jobs and companies while building a community for workplace
conversations, increasing workplace transparency for job seekers by bringing together jobs with user-generated employer
reviews,
conversations, salaries and insights. As a result, Glassdoor has become the recognized leader on insights about jobs and companies,
with over 210 million user profiles.
4
Indeed and Glassdoor offer a suite of tools to help job seekers find and apply to available job opportunities, create profiles, post
resumes, research company information and reviews, and schedule and conduct video and phone interviews. For employers, Indeed
and Glassdoor offer solutions to recruit and hire qualified talent in an easier and more efficient way. Employers can post and advertise
jobs, access candidate profiles and build their company’s employment brand across both platforms, reaching a broad and diverse job
seeker audience.
Together, Indeed and Glassdoor provide an efficient source of candidates through AI based matching, pay-for-performance and
subscription pricing models, and a range of products for employers to source, screen, interact with, and interview candidates. As a
result, Indeed and Glassdoor partner to create a global two-sided talent marketplace where job seekers find jobs and employers find
great talent.
In Japan, the Company has expanded the job seeker audience further through
Indeed PLUS, a job distribution platform which connects
a network of Applicant Tracking Systems (“ATS”) and job boards, including Recruit’s Rikunabi NEXT and TOWNWORK as well as other
Recruit and third party sites.
1 Source: comScore, Total Visits, March 2025
2 Internal data, cumulative number of verified job seeker accounts on Indeed through March 31, 2025, worldwide. Job seeker accounts
that have a unique, verified email address
3 Internal data, based on the last 12 months of activity as of March 2025, worldwide
4 Internal data, cumulative number of Glassdoor registered users for which a profile or resume is available through March 31, 2025,
worldwide
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 7
Brands
Services
Indeed
Online matching and hiring platform
Indeed PLUS
Job distribution platform
Glassdoor
Online matching and hiring platform
(As of April 1, 2025)
Brands
Services
Indeed
Online matching and hiring platform
Indeed PLUS
Job distribution platform
Glassdoor
Online matching and hiring platform
Rikunabi
Online matching platform for new graduates
RECRUIT AGENT
Employment placement service for professionals
RECRUIT DIRECT SCOUT
Talent sourcing service for professionals
Matching & Solutions
Matching & Solutions consists of two businesses mainly in Japan, HR Solutions and Marketing Solutions. HR Solutions helps individual
users find jobs and helps business clients’ hiring activities across a variety of industries. Marketing Solutions offers vertical -specific
matching platforms which connect individual users and business clients, and cloud-based Software as a Service (“SaaS”) solutions.
Through these matching platforms and SaaS solutions, Matching & Solutions aims to create an “ecosystem” of solutions that support
the operations of businesses in Japan to help improve their productivity and profitability.
HR Solutions
HR Solutions supports business clients’ recruiting and hiring activities and individual users’ job search activities through its job
advertising services and placement services. The services include online matching platforms (including job boards of Rikunabi
for new graduates, Rikunabi NEXT for mid-career job seekers, and TOWNWORK for part-time job seekers), and placement
services including Recruit Agent and RECRUIT DIRECT SCOUT. All job boards in HR Solutions except for Rikunabi are
linked to Indeed PLUS of HR Technology, which can reach up to 70% of users
1 at the major job boards in Japan.
Marketing Solutions
Marketing Solutions consists of in the total of each of Beauty, Travel, Dining, and SaaS solutions as lifestyle, Housing & Real
Estate and Others which includes other services in Marketing Solutions. The matching platforms for each industry include:
SUUMO for Housing & Real Estate, Hot Pepper Beauty for Beauty, Jalan for Travel, Hot Pepper Gourmet for Dining, and Zexy
for Bridal, among others. Most matching platforms generate revenue primarily from advertising while Travel and other services
generate revenue from transactions. The pricing models vary according to the commercial practices and characteristics of
each industry
and are continuously updated to ensure they are optimally aligned with the operations of the Company’s
business clients in order to maintain long-term relationships with its business clients and maximize the lifetime value (“LTV”)
per client.
Marketing Solutions provides 16 Air BusinessTools, such as AirPAY, a cloud-based payment service, AirREGI, a point of sale
(POS) system, and AirWORK ATS, a centralized application management service as well as other SaaS solutions specialized
for industries where Matching & Solutions operates matching platforms. The current priority is to increase the number of SaaS
accounts.
1 Values, Inc. Market Share Survey, June 2024 (Percentage of users who use Indeed, Townwork, Travail, Hatalike, From A
Navi, Rikunabi NEXT, and Rikunabi Haken among people who use major job sites in Japan at least two days a year. The data
was compiled using approximately 60 competing job sites, excluding recruiting and other services, and without taking into
account overlap between PCs and smartphones)
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 8
Brands
Services
HR
Solutions
Rikunabi
Online matching platform for new graduates
Rikunabi NEXT
Online matching platform for mid-career job seekers
RECRUIT AGENT
Employment placement service for professionals
RECRUIT DIRECT SCOUT
Talent sourcing service for professionals
TOWNWORK
Online matching platform for part-time and full-time job seekers
Marketing
Solutions
SUUMO
Online platform and in-person consultation service for housing and real estate
Hot Pepper Beauty
Online platform for beauty treatment
Jalan
Online platform for travel in Japan
Hot Pepper Gourmet
Online platform for dining
Air BusinessTools
Cloud-based operational and management support solutions for business
clients across an expanding variety of businesses
(As of April 1, 2025)
Brands
Services
SUUMO
Online platform and in-person consultation service for housing and real estate
Hot Pepper Beauty
Online platform for beauty treatment
Jalan
Online platform for travel in Japan
Hot Pepper Gourmet
Online platform media for dining
Air BusinessTools
Cloud-based operational and management support solutions for business clients across an expanding
variety of businesses
Staffing
Staffing consists of two major operations: Japan and Europe, US, and Australia . Staffing offers temporary staffing and other related
services primarily for clerical, manufacturing, light industry and various professional positions across a multitude of industries. The
Company selects appropriate temporary staff, based on the skills needed by clients, from a large pool of workers registered
with the
Company, and then provides those temporary staff to business clients.
Both Japan and Europe, US, and Australia operations implement the Unit Management System, which divides an organization into
smaller units based on differences in the markets they serve. Each unit is regarded as a distinct company, and the Unit Manager is
given authority to make decisions to maximize each unit’s profitability.
BRANDS
SERVICES
Japan
Recruit Staffing
Staffing services in Japan
STAFF SERVICE GROUP
Europe, US,
and Australia
Europe: Start People, Unique, USG Professionals,
Secretary Plus, Bright Plus, Solvus, Certain Advantage
US: Staffmark, CSI Companies
Australia: Chandler Macleod, Peoplebank
Staffing services mainly
in Europe, US, and Australia
Since Recruit Holdings falls under the category of Specified Listed Company under the insider trading regulations, the criteria for
determining the insignificance of material facts relative to the size of the Company with respect to insider trading regulations are decided
based on the figures on a consolidated basis.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 9
Operational Chart
FY2024
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 10
FY2025
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 11
Major Subsidiaries and Associates
Consolidated subsidiaries
Name
Address
Capital stock    
or capital
Description of
major
operations
1
Ratio of voting
rights held (%)
Relationship
RGF OHR USA, INC.
3
Delaware,
United States
10 US dollar
HR
Technology
100.0
Concurrent directorships
Receipt of dividends
Indeed, Inc.
5
Delaware,
United States
10 US dollar
HR
Technology
100.0
(100.0)
Concurrent directorships
Obligation guarantee
Glassdoor LLC.
Delaware,
United States
1,292,440
thousand US
dollar
HR
Technology
100.0
(100.0)
Concurrent directorships
Recruit Co., Ltd.
3, 5
Chiyoda-ku, Tokyo,
Japan
350 million yen
Matching &
Solutions
100.0
Concurrent directorships
Borrowing of funds
Receipt of royalties
RGF Staffing B.V.
3
Flevoland,
Netherlands
1.50 euro
Staffing
100.0
Concurrent directorships
Receipt of dividends
Recruit Staffing Co., Ltd.
Chiyoda-ku, Tokyo,
Japan
300 million yen
Staffing
100.0
(100.0)
Concurrent directorships
Borrowing of funds
Receipt of royalties
Staff Service Holdings CO.,
LTD.
Chiyoda-ku, Tokyo,
Japan
500 million yen
Staffing
100.0
(100.0)
Concurrent directorships
Borrowing of funds
RGF Staffing France SAS
3
Moselle,
France
26,395 thousand
euro
Staffing
100.0
(100.0)
Concurrent directorships
RGF Staffing Germany
GmbH
Bayern,
Germany
500 thousand
euro
Staffing
100.0
(100.0)
Concurrent directorships
RGF Staffing the
Netherlands B.V.
Flevoland,
Netherlands
1 thousand euro
Staffing
100.0
(100.0)
Concurrent directorships
RGF Staffing UK Limited
London,
United Kingdom
100 GBP
Staffing
100.0
(100.0)
Concurrent directorships
Unique NV
3
Antwerp,
Belgium
50,082 thousand
euro
Staffing
100.0
(100.0)
Concurrent directorships
Staffmark Group, LLC
3
Ohio,
United States
117,514 thousand
US
dollar
Staffing
100.0
(100.0)
Concurrent directorships
The CSI Companies, Inc.
Florida,
United States
2.00 US dollar
Staffing
100.0
(100.0)
Concurrent directorships
Chandler Macleod Group
Limited
3
New South Wales,
Australia
191,490
thousand
Australian dollar
Staffing
100.0
(100.0)
Concurrent directorships
Peoplebank Hong Kong Ltd.
Sheung Wan,
Hong Kong
12 thousand HKD
Staffing
100.0
(100.0)
Concurrent directorships
RGF TREASURY
SERVICES LIMITED
3
Dublin,
Ireland
3.30 US dollar
Company-
wide
100.0
Concurrent directorships
Borrowing of funds
Receipt of dividends
RGF International
Recruitment Holdings
Limited
3
Hong Kong,
China
836,224
thousand HKD
Matching &
Solutions
100.0
(100.0)
-
RYK Capital Partners
Limited
3
Hong Kong,
China
324,256
thousand HKD
Matching &
Solutions
90.0
(90.0)
-
Staff Service Co., Ltd.
5
Chiyoda-ku, Tokyo,
Japan
300 million yen
Staffing
100.0
(100.0)
-
Staffmark Investment, LLC
3
Ohio,
United States
117,514 thousand
US dollar
Staffing
100.0
(100.0)
-
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 12
Name
Address
Capital stock    
or capital
Description of
major
operations
1
Ratio of voting
rights held (%)
Relationship
Peoplebank Australia Ltd
3
New South
Wales,
Australia
68,160 thousand
Australian dollar
Staffing
100.0
(100.0)
-
RGF STAFFING ANZ PTY
LTD
3
New South
Wales,
Australia
440,756
thousand
Australian dollar
Staffing
100.0
(100.0)
Concurrent directorships
RGF STAFFING
MELBOURNE TWO
PTY LTD
3
New South
Wales,
Australia
294,892
thousand
Australian dollar
Staffing
100.0
(100.0)
Concurrent directorships
199 other companies
4
Equity-method Associates
Name
Address
Capital stock
or capital
Description of
major operations
1
Ratio of voting
rights held (%)
Relationship
51job, Inc.
6
Cayman Islands,
British Overseas
Territory
31 thousand
RMB
Company-wide
25.1
Concurrent directorships
7 other companies
1 Segment names are shown in the “Description of major operations” section.
2 The percentages in parentheses in the “Ratio of voting rights held” section are indirect ownership of voting rights.
3 Specified subsidiary as defined by the Companies Act of Japan
4 There are no subsidiaries or associates with significant excess liabilities. For subsidiaries and associates that have borrowings, etc. within
Recruit Group, the Company uses the net asset amount after deducting such borrowings to assess whether there are any excess
liabilities that have a significant impact.
5 Revenue (excluding intercompany revenues among consolidated companies) from Indeed,
Inc., Recruit Co., Ltd. and Staff Service Co.,
Ltd. each accounts for over 10% of the consolidated revenue. Because all of the following values are non-consolidated financial results,
these do not include goodwill, intangible assets, and amortization of intangible assets related to the Company’s acquisition of each entity.
6 The Company’s ownership ratio of the issued shares of 51job, Inc. is 39.9%.
Company name
Major Profit (loss) items
Indeed, Inc.
(In millions of US dollar)
Recruit Co., Ltd. (JGAAP)
(In millions of yen)
Staff Service Co., Ltd.
(JGAAP)
(In millions of yen)
Revenue
5,416
759,266
378,156
Ordinary income
-
95,859
23,064
Profit for the year
1,096
57,191
16,944
Total equity
1,122
115,536
26,970
Total assets
2,413
597,085
74,247
Ordinary income for Indeed, Inc. is not stated since the information above is based on IFRS as in “Consolidated Financial Statements”
of the “Financial Information” section.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 13
Employees
The Company including Its Consolidated Subsidiaries
As of March 31, 2025
Segment
Number of employees
Number of contract employees
HR Technology
11,860
42
Matching & Solutions
24,000
452
Staffing
13,496
1,092
Holding Company corporate function
124
5
Total
49,480
1,591
1 The employees include employees that have been assigned to the Company from companies outside the Company and excludes
employees that have been assigned to companies outside the Company. It also excludes that of contract employees.
2 Contract employees represent the average number of contract employees during FY2024.
3 Contract employees include part-time employees and exclude temporary staff.
4 “Holding Company corporate function” represents employees in corporate functions of the Holding Company such as finance and risk
management.
The Holding Company excluding Its Consolidated Subsidiaries
As of March 31, 2025
Number of employees
Number of contract
employees
Average age
Average length of
service (years)
Average annual salary
(yen)
116
5
40.5
8.5
11,453,407
Segment
Number of employees
Number of contract employees
HR Technology
-
-
Matching & Solutions
-
-
Staffing
1
-
Holding Company corporate function
115
5
Total
116
5
1 The employees include employees that have been assigned to the Holding Company and excludes employees from its subsidiaries.
These employees are excluded from the original subsidiary’s count and the count for the number of contract employees.
2 Contract employees represent the average number of contract employees during FY2024.
3 Contract employees include part-time employees and exclude temporary staff.
4 “Holding Company corporate function” represents employees in corporate functions of the Holding Company such as finance and risk
management.
Labor Unions
No labor union has been formed at the Holding Company,
but management and employees have built a strong relationship and no
special labor matters are noted.
Demographics
Since its founding, the Company has valued the individuality of each employee. Betting on their passion and ideas fueled by their
curiosity has long been the Company’s competitive advantage—which has led to the creation of new businesses and services across
the Group. Moreover, the Company has established a human rights policy to ensure that no discrimination or human rights violations are
committed in its corporate activities. The Company aspires to provide fair opportunities for all individuals and respect their unique life-
and work-styles. Please refer to “Sustainability Policy and Actions” in “Business Overview” for more information on the Company’s
approach and efforts towards human capital and human rights.
Under these policies, the Company strives to create a work environment that is supportive, accommodating and fulfilling for all
employees, regardless of personal attributes or employment-related constraints. In May 2021, the Company reaffirmed the importance
of creating an environment where all employees are motivated to contribute and grow, making this a key management priority. Since
then, the Company has
set its policy to pursue gender parity and implemented related initiatives. For updates on the Company’s
progress, please refer to “Prosper Together - Seek sustainable growth shared by all stakeholders” in “Management Philosophy and
Strategies”.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 14
Recruit Group’s Progress in Women’s Representation Across All Levels
(as of the beginning of each Fiscal Year)
As of April 1, 2025, the percentage of women across all levels—i.e., among overall employees, managers, and senior executives—at
Recruit Group
1 is as follows:
Company
Employees
2
Managers
3
Senior Executives
4
Recruit Group
1
50.3
45.8
27.5
1 For Recruit Group, we have aggregated data from the Holding Company, the SBU Headquarters and major consolidated subsidiaries,
both domestic and overseas, under each SBU. This includes the two newly established entities that, as of April 1, 2025, assumed part
of the workforce of our major consolidated subsidiary Recruit Co., Ltd. The definition of “Managers” and
“Senior Executives” is as
outlined in table footnotes 3 and 4 respectively, and differs from that of “Managers” (total of workers in managerial positions such as
section manager or higher, excluding executives) in the Ministerial Order on the Plan of Action for General Employers under the Act on
the Promotion of Women's Active Engagement in Professional Life (hereinafter referred to as “Women’s Active Engagement Act”).
2 “Employees” includes seconded employees that have been assigned to Recruit Group and excludes employees that have been
assigned to companies outside Recruit Group. The figure primarily reflects permanent employees on indefinite-term contracts;
however, due to differences in employment classification across group companies, some fixed-term contracts or other non-permanent
employment types may be included. The impact on the percentage of women is minimal.
3 The definition of “managers” is based on each company’s classification system and refers to all employees who have subordinates,
including senior executives under service agreements. In May 2024, Indeed, Inc. and certain subsidiaries within the HR Technology
segment that share the same HR framework revised spans of control and management layers to accelerate and simplify decision
making. In the process, the definition of managers was changed to one based on job roles.
Consequently, some employees mainly in
R&D roles were reclassified from managerial to non-managerial. The figures representing the percentage of women in managerial
positions as of April 1, 2024 and earlier are thus based on the definition prior to the revision. The percentage as of April 1, 2025 is
calculated based on the revised definition, showing an increase compared to the percentage under the previous definition (39.9%).
4 “Senior Executives” is defined as Senior Vice Presidents and Corporate Professional Officers of Recruit Holdings and Marketing
Matching Technologies Strategic Business Unit (SBU), and CEOs of the Company's major subsidiaries and heads of key functions in
the HR Technology and Staffing SBUs.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 15
The ratio of women in managerial positions, percentage of men taking childcare leave and gender pay gap in the Holding Company
1 are
as follows:
Name
Ratio of women in
managerial
positions
2
Percentage of men
taking childcare
leave
3, 4
Gender Pay Gap
3, 5
All Employees
Permanent
Employees
6
Part-time and
Fixed-term
Employees, etc.
7
Recruit Holdings
47.6
100.0
82.0
82.8
161.7
1 While the Company bears no legal disclosure obligation under the Women’s Active Engagement Act and the Act on Childcare Leave,
Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members (hereinafter referred to
as “Childcare and Caregiver Leave Act”), we voluntarily disclose this information for reference purposes.
2 Managerial positions refer to all employees who have subordinates, excluding senior executives under service
agreements, as of Apr
1, 2025. It has been calculated in accordance with the Women’s Active Engagement Act, including seconded employees that have
been assigned to the Holding Company and excluding employees that have been assigned to companies outside the Holding
Company.
3 The majority of the Holding Company’s workforce consists of seconded employees from Recruit Co., Ltd., whose remuneration is
determined based on our established mission grades and criteria. Given these employment and compensation determination
circumstances, the calculation provided includes incoming seconded employees assigned to the Holding Company and excludes
outgoing seconded employees assigned to other companies. It, therefore, includes incoming seconded employees among those
registered in Recruit Co., Ltd.’s roster of workers (hereinafter referred to as “original workers”) for which its calculation is later provided.
If calculated for the Company’s original employees, the resulting values would differ.
4 We have calculated the percentage of men taking childcare leave, etc. as referred to in Article 71-6, item (ii) of the Ordinance for
Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children
or
Other Family Members (hereinafter referred to as “Ordinance for Enforcement of the Childcare and Caregiver Leave Act”), pursuant to
the provisions of the Childcare and Caregiver Leave Act in the current consolidated fiscal year. Childcare leave, etc. includes both
taking childcare leave prescribed by law and benefiting from leave systems, etc. for childbirth and childcare purposes.
5 Pursuant to the provisions of the Women’s Active Engagement Act, calculations are based on the current consolidated fiscal year.
6 “Permanent employees” refers to those on indefinite-term contracts.
7 We estimate the number of part-time and fixed-term employees, etc. based on their working hours as a proportion of the prescribed
working hours of permanent employees (8 hours a day).
Additionally, the ratio of women in managerial positions, percentage of men taking childcare leave and gender pay gap in our major
domestic consolidated subsidiaries, disclosed under the Women’s Active Engagement Act, and the Childcare and Caregiver Leave Act,
are as follows:
Name
Main Business
1
Ratio of
women in
managerial
positions
2
Percentage of
men taking
childcare
leave
3
Gender Pay Gap
4
All Workers
Permanent
Workers
5
Part-time and
Fixed-term
Workers, etc.
6
Indeed Recruit
Partners Co., Ltd.
HR Technology
40.2
＊
7
＊
7
＊
7
＊
7
Recruit Staffing Co.,
Ltd.
Staffing
39.7
54.2
74.5
61.7
79.4
Staff Service Holdings
Co., Ltd.
Staffing
30.6
100.0
71.4
75.6
25.3
Recruit Co., Ltd.
7
Marketing
Matching
Technologies
33.9
102.8
77.0
80.7
98.5
(23 other companies)
8
1 Under “Main Business” is the name of the Segment each company belongs to.
2 Managerial positions refer to all employees who have subordinates, excluding senior executives under service agreements, as of Apr
1, 2025. It has been calculated in accordance with the Women’s Active Engagement Act, including incoming seconded employees that
have been assigned to the respective company and excluding outgoing seconded employees that have
been assigned to companies
outside the respective company.
3 Calculations are based on each company’s original workers. We have calculated the percentage of men taking childcare leave, etc. as
referred to in Article 71-6, item (ii) of the Ordinance for Enforcement of the Childcare and Caregiver Leave Act, pursuant to the
provisions of the Childcare and Caregiver Leave Act in the current consolidated fiscal year. Childcare leave, etc. includes both taking
childcare leave stipulated by law and benefiting from leave systems, etc. for childbirth and childcare purposes.
4 Calculations are based on each company’s original workers, including temporary workers dispatched through the respective company
to other companies and excluding temporary workers dispatched to the respective company in the current fiscal year. Accordingly, for
the Staffing segment, figures include each consolidated subsidiary company’s temporary workers, i.e. our clients’ temporary workforce
(who we payroll on their behalf).
5 “Permanent Workers” refers to those on indefinite-term contracts.
6 We estimate the number of part-time and fixed-term workers, etc. based on their working hours as a proportion of the prescribed
working hours of permanent workers (8 hours a day).
7 In line with the changes to the Company’s governance structure, effective April 1, 2025, the HR Solutions business within the Matching
& Solutions
SBU (currently known as Marketing Matching Technologies SBU) was transferred through an absorption-type company
split from Recruit Co., Ltd. to Indeed Recruit Partners Co., Ltd. and Indeed Recruit Technologies Co., Ltd., along with a partial transfer
of personnel. As there were no employees affiliated with Indeed Recruit Partners Co., Ltd. during the current consolidated fiscal year,
the percentage of men taking childcare leave and gender pay gap for these entities have been omitted. For Recruit Co., Ltd., figures
for these indicators were calculated based on the employees affiliated with the company prior to the company split. In contrast, the
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Company Overview | 16
percentage of women in managerial positions has been calculated based on each company’s status as of April 1, 2025, following the
company split.
8 The respective metrics of consolidated subsidiaries other than those of the major consolidated subsidiaries have been listed in “Other
Reference Information.”
Recruit Holdings and its main domestic consolidated subsidiaries adhere to the principle of “Pay
for Performance.” For permanent
workers, regardless of age, year of entry, or any other factor, the Company determines their compensation based on their expected role
and the extent of their contributions using a unique compensation structure called “Mission Grade System,” which ensures that there is
no pay gap between men and women at the same Mission Grade and evaluation level.
Therefore, the Company has identified the primary driver of the pay gap between men and women as the low percentage of women in
higher Mission Grades and managerial positions. In response, the Company is accelerating efforts to broaden representation in higher
Mission Grades, including among highly skilled professionals, as part of our ongoing work toward greater gender parity.
Through these efforts, the Company aims to create a more flexible working environment–one that allows greater choice in where and
when people work–while continuing to improve workplace support and fulfillment for all employees. The Company believes these
enhancements will help the organization evolve into one where an even broader range of talent can thrive. As a corporate group
engaged in business related to “work”, the Company is committed to contributing to a society where everyone can maximize their
potential, through our services and broader business activities.
Business Overview
Management Philosophy and Strategies
Management Philosophy
Recruit Group Management Philosophy is defined by its Basic Principle, Vision, Mission and Values as follows:
Basic Principle
We are focused on creating new value for our society to contribute to a brighter world
where all individuals can live life to the fullest.
Vision
Follow Your Heart
We envision a world where individuals and businesses can focus on what really matters.
The more people are free to pursue their passions, the better our future becomes.
Mission
Opportunities for Life.
Faster, Simpler and closer to you.
Since our foundation, we have connected individuals and businesses offering both a
multitude of choices.
In this era of search, where information has become available anytime anywhere, we
need to focus more on proposing the optimal choice. We seek to provide “Opportunities
for Life” much faster, surprisingly simpler and closer than ever before.
Values
Wow the World
What we do isn’t a job. We enjoy
exploring what is possible for our future.
We question the status quo, fail well
and overcome with resilience.
We are a force for change.
Bet on Passion
We are a team of people fueled by
curiosity. We respect and capitalize on
each other’s differences. We know that
one person’s crazy idea, when backed by
data and research, can become the best
bet.
Prioritize Social Value
We, as global citizens, strive to contribute to
a sustainable society through all of our
corporate activities. Each one of us is
committed to seeking out the needs of
society and taking action for a better future.
The Company has aligned its management philosophy through its two-sided marketplace business model, which facilitates the best
possible matches for the mutual benefit of both individual users and business clients.
In recent years, the Company has improved matching efficiency, providing better matching outcomes for individual users and improving
operational efficiencies for business clients with AI developed based on the expertise cultivated within the Recruit Group.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 17
Target Management Key Performance Indicators (KPIs)
The Company aims to invest in new businesses, research and development, and mergers and acquisitions (M&A) in order to achieve
profitable growth over the long-term, and maximize enterprise value as well as shareholder value. Therefore, the Company has set
adjusted EBITDA as target management KPIs. Executive officers’ compensation is linked to the achievement level of adjusted
EBITDA,
to align with shareholder interests.
Business Strategies
This section is based on the information after HR Solutions of the Matching & Solutions SBU has been transferred to HR Technology
SBU on April 1, 2025, and Matching & Solutions SBU will change its name to Marketing Matching Technologies SBU in FY2025.
Recruit Group is committed to maximizing enterprise and shareholder value by quickly identifying needs and business opportunities in
the global market and making swift decisions in response to the rapidly evolving business environment driven by technological
advancements.
Through HR Technology and Staffing in the global HR Matching market as well as through Marketing Matching Technologies for Japan,
the Company aims not only to provide online advertising businesses, but also to be a solutions provider that utilizes technology to
improve the performance and productivity of clients’ businesses.
In an environment of significant uncertainty, the Company is committed to making a positive impact on society and the planet, which is
essential to achieving sustainable growth. The Company aims to prosper together with all stakeholders by conducting all corporate
activities with a sound governance foundation. Therefore, as part of the Company’s corporate strategy, the Company has set specific
targets for environmental, social and governance matters which
will be monitored by the Board of Directors. The Company will advance
these initiatives through ongoing dialogue with its stakeholders.
The Company's business strategies are as follows:
Simplify Hiring - Make it easier and faster for people to get jobs
The HR Matching market includes job advertising & talent sourcing tools, direct hire, retained search, internal recruitment automation,
and temporary staffing. The Company is committed to making it easier and faster for people to get jobs, while reducing the cost and time
to hire for employers across the HR Matching market.
To achieve the goal of Simplify Hiring, the Company believes it is essential to further strengthen the collaboration between all HR related
businesses across Recruit Group and operate them in a unified manner, while targeting the entire HR Matching market. Through Indeed
PLUS and continuing with the placement business, which was previously included in HR Solutions in Matching & Solutions and
transferred to HR Technology on April 1, 2025, the Company believes that operating these businesses as one will improve hiring
efficiency and accelerate our ability to effectively address the global HR Matching market.
The Recruit Group is dedicated to automating many of the steps in the hiring process and to enhancing the quality and speed of
matching in all HR Matching markets
it operates in. The Company aims to leverage the vast amount of data available in each service
combined with AI and machine learning technology to simplify the hiring process and deliver greater value to job seekers and
employers. The Company’s long term vision is to more quickly, effectively and fairly connect job seekers and employers at the push of a
button
1
.
At the center of this strategy, HR Technology SBU operates a global two-sided talent marketplace that includes the world’s leading
online matching and hiring platforms
2
, Indeed and Glassdoor, and the job distribution platform Indeed PLUS. Every day, millions of job
seekers connect with millions of employers of all sizes, from small businesses to large enterprises and staffing agencies, directly on
Indeed, Indeed PLUS and Glassdoor.
Job seekers can access more than 24 million jobs
3 that have been aggregated from public sources, posted via integrations with ATS or
posted directly by employers to HR Technology's online matching and hiring platforms and can access billions of company ratings,
company reviews and salaries
4 to help them make informed job and career decisions. Job seekers are provided with a suite of tools and
resources that make getting a job simple, fast and more human, including job search and recommendations, profile creation and resume
posting, career advice and workplace community conversations, and scheduling and conducting video and phone interviews.
For employers, HR Technology’s online matching and hiring platforms offer AI based solutions to recruit and hire qualified talent in a
simpler, faster and more human way. Employers can post and advertise jobs and build their company's employment brand across both
platforms, reaching a broad and diverse job seeker audience. Indeed and Glassdoor offer a range of products for employers to source,
screen, interact with, and interview candidates and together they provide an efficient source of candidates through pay-for-performance
and subscription pricing models.
The scale of the two-sided talent marketplace created by Indeed and Glassdoor is evidenced by the 3.3 million employers
5 that use
Indeed each year to hire, the over 610 million verified job seeker profiles
6 created on Indeed and over 210 million user profiles
7 created
on Glassdoor.
Improving the matching
process between job seekers and employers is vital to enhance the efficiency and effectiveness of the two-sided
talent marketplace. This involves continuously refining the accuracy and timeliness of the information the Company uses including
through the use of generative AI tools, in conjunction with predictive AI and machine learning technology, to provide the most suitable
job recommendations and the most qualified candidate pool available. Additionally, an essential element of this effort is to increase
engagement with job seekers in the Company’s talent marketplace, including through more tailored agentic AI experiences.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 18
By logging in and creating a profile, job seekers provide the Company with a better understanding of their skills and preferences,
enabling it to offer more personalized job recommendations that are highly relevant to them. This not only provides a superior user
experience but also helps job seekers find suitable opportunities more efficiently.
Furthermore, the Company also believes that it is crucial to understand the factors that drive successful and unsuccessful outcomes for
job seekers and employers. The Company’s talent marketplace facilitates interactions between job seekers and employers, such as
messaging, calls, application submissions, interview requests and RSVPs, offers, and more. Additionally, by expanding integrations with
ATSs, the Company aims to improve matching by bringing outcome data from external ATSs into the Indeed platform. By tracking these
interactions in the Company’s marketplace throughout the hiring process, it gains valuable insights into why job seekers and employers
progress from one step to the next.
The Company considers the measured average number of hires per minute
8 to be a Key Performance Indicator (KPI) that demonstrates
its success in simplifying the hiring proces s . The Company believes this KPI indicates a successful engagement between job seekers
and employers, which represents improvements in matching and automation, as well as improvements in employer engagement that
help the Company measure more hires. In calendar 2024, based on internal measurement, an average of 27 job seekers were hired on
Indeed and Glassdoor every minute.
The Company believes that by fully utilizing the Recruit Group's
business client relationships, offline and online data, combined with
machine learning and other AI technologies, the Recruit Group’s matching engine can be improved significantly, helping to simplify the
process for job seekers and make recruiting more efficient across all of Recruit’s HR related businesses.
As an example, Indeed PLUS, a job distribution platform available throughout Japan, efficiently matches job seekers and employers by
combining the power of the Company’s online matching and hiring platforms with the data and insights of its various Japan-based job
boards like TOWNWORK and Rikunabi NEXT. All of the job boards in Japan, with the exception of Rikunabi, are now linked to Indeed
PLUS, allowing job seekers to choose from a wider range of jobs, and employers to expect to hire the most suitable talent more quickly
and efficiently, from a larger pool of candidates.
Additionally, RECRUIT AGENT and RECRUIT DIRECT SCOUT, the placement services, which are part of the HR Technology SBU as
of April 1, 2025, utilize the Recruit Group’s matching engine to streamline processes like screening resumes, a previously manual
process. By combining Indeed’s technology, data and scale with more than 60 years of HR matching expertise
in the Japanese market,
the Company aims to accelerate its Simplify Hiring strategy in Japan.
The Staffing SBU is focused on leveraging the technology developed within the Recruit Group, such as its unparalleled matching
engine, to provide superior experiences for both business clients and temporary workers by applying data and automation to the
traditional temporary staffing business. The Company aims to improve the speed and quality of matching, and increase retention of
temporary workers and automate manual processes with the ultimate goal of becoming the leading, most innovative platform in the
temporary staffing market.
In 2024, the Company believes the size of the HR Matching market was roughly 310 billion US dollars
9
, flat compared to the Company’s
restated estimate
10 for 2023. While the estimated size of the Job Advertising and Talent Sourcing, Direct Hire and Temporary Staffing
markets each contracted slightly, this was offset by an increase in the estimated size of the Internal Recruitment Automation market,
driven by an increase in the assumed percent of historical spending on internal talent acquisition resources that could be reasonably
captured by current technology.
The size of the total, and each, addressable market has been updated as of May 9, 2025. Please
reference the footnotes for details of the changes.
The Direct Hire and Retained Search markets, as well as the internal recruitment processes that underlie the Internal Recruitment
Automation market have historically been characterized as business processes and methods that are highly dependent on manual
processes in order to source and screen candidates, schedule interviews, and dispose of candidates. The Company is currently aiming
to develop highly efficient solutions for recruiters, hiring managers, and business owners at lower prices compared to the industry
average, using data and automation to make getting a job and hiring an employee simpler and faster. As a result, the Company aims to
further grow the number of employers it serves and increase the share of employers’ recruiting budgets that it can capture.
HR Matching addressable markets (estimated)
(in billions of US dollars)
2023
2024
as of May 15, 2024
as of May 9, 2025
Job Advertising and Talent Sourcing
11, 12, 13
31
34
33
Direct Hire 14, 15, 16
58
74
72
Retained Search 14, 15, 16
37
24
24
Temporary Staffing 17, 18, 19
116
118
111
Internal Recruitment Automation 20, 21
60
60
70
Total Addressable Market (“TAM”) 22
302
310
310
Job Advertising and Talent Sourcing: The global job advertising and talent sourcing market is estimated by Staffing Industry Analysts
(“SIA”) to have been roughly 33 billion US dollars
13 in terms of annual revenue in 2024.
Direct Hire: The direct hire market, where companies are paid fees for placing permanent workers at employers, is estimated by the
Company to have been roughly 72 billion US dollars
16 in terms of annual
revenue globally in 2024 and has historically been dominated
by traditional relationship-based business models.
Retained Search: The retained search market, where companies are paid to search for employees to fill specific roles, commonly
executive roles, is estimated by the Company to have been roughly 24 billion US dollars
16 in terms of annual revenue globally in 2024
and is similarly dominated by traditional relationship-based models.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 19
Temporary Staffing: The temporary staffing market, where companies are paid to find and employ, or facilitate employment of, workers
for a temporary period, is estimated by the Company to have been roughly 536 billion US dollars
19 in annual revenue globally in 2024.
The total gross profit for all staffing companies, which is calculated by subtracting the
amount of salary for temporary staff and related
costs from the total revenue, is estimated by the Company to have been roughly 100 billion US dollars
19 in 2024. Additionally, the
Company’s definition of this market includes the estimated annual revenue globally in 2024 for each of the Talent Platforms
23
, Staffing
Platforms
24 and Vendor/Freelancer Management Systems (“VMS/FMS”)
25 markets, and an estimated annual spending by employers on
Managed Service Provider (“MSP”)
26 and Recruitment Process Outsourcing (“RPO”)
27 services that can be reasonably automated and
monetized by third parties (including an estimated reduction from historical spending due to cost savings achieved through automation).
Given the related nature of these markets and the frequency with which service providers offer some or all of these services, the
Company believes that it is appropriate to combine these markets as part of the temporary staffing market. Including these markets, the
Company estimates that the temporary staffing market was roughly 111 billion
19 US dollars globally in 2024.
Internal Recruitment Automation: The potential internal recruitment automation market, which the Company has begun to address, is
estimated by
the Company to have been roughly 70 billion US dollars
21 in 2024. The size of this market is estimated based on the
historical estimated spending by employers on internal talent acquisition resources, and then estimating how much of this spending can
be reasonably automated and monetized by third parties (including an estimated reduction from historical spending due to cost savings
achieved through automation). Additionally, in order to comprehensively capture the automation tools that are currently used by
employers in the recruitment process, the Company’s definition of this market includes the estimated annual revenue globally in 2024 for
ATS
28 and an estimated annual internal spending by employees on Background Checks
29 that can be reasonably automated and
monetized by third parties.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 20
1
The Company is aware there may be legal restrictions in this area and so will endeavor that the Company's work meets those
requirements.
2
Source: comScore, Total Visits, March 2025
3
Internal data, based on the last 12 months daily average number of jobs searchable on Indeed as of December 2024, worldwide
4
Internal data, cumulative number of company ratings, company reviews and salaries submitted on Indeed (approximately 4.5 billion),
worldwide, as of March 31, 2025
5
Internal data, based on the last 12 months of activity as of March 2025, worldwide
6
Internal data, cumulative number of verified job seeker accounts on Indeed through March 31, 2025, worldwide. Job seeker accounts
that have a unique, verified email address.
7
Internal data, cumulative number of Glassdoor registered users for which a profile or resume is available through March 31, 2025,
worldwide.
8
Internal data, hires per minute is a calculation of hired signals per year on Indeed and Glassdoor, divided by minutes per year. A hired
signal refers to the event when a specific job seeker is hired for a specific job on a specific date. Hired signals are counted either when
an employer or job seeker explicitly communicates
a hire occurred (e.g., via survey or web form) or when there is other clear evidence
from Indeed and Glassdoor data that a hire occurred (e.g., from a resume or an Indeed message) and may not represent all hires
facilitated by Indeed and Glassdoor.
9
Sum of the estimated size of addressable markets for the job advertising & talent sourcing tools market, the direct hire market and the
retained search market in terms of annual revenue, the estimated size of the addressable market for the internal recruitment
automation market in terms of the amount of current expenses of employers for internal talent
acquisition resources that could be
reasonably automated and monetized plus the estimated size of the addressable market for the ATS market and the Background
Checks market, and the addressable markets for the temporary staffing market in terms of annual gross profit plus the estimated size
of the addressable markets for the Talent Platforms, Staffing Platforms, VMS/FMS, MSP, and RPO markets, in each case based on the
Company’s estimates and third party market data as described in the notes below.
10
The estimated size of the HR Matching market in 2023 has been restated from the Company’s initial estimate in the Q4 FY2023
Earnings Release as of May 15, 2024 based on a revision to the methodology used to estimate the job advertising & talent sourcing
tools market and information that became available after the publication of such
initial estimate pertaining to each market listed in the
notes below. As described in detail in the notes below the Company’s initial estimate in the Q4 FY2023 Earnings Release as of May
15, 2024 for the job advertising & talent sourcing tools market relied on the Company’s estimates using third party reports, internal
research and other sources. The updated estimate relies solely on the SIA report Online Job Advertising Market: 2024 Update. The
methodologies changed in that the share of the Global Staffing Revenue that is attributed to Placement & Search is changed from the
2023 (as May 15, 2024) and 2023 (restated) and calculated on a regional (Americas, EMEA, APAC) basis rather than applying a single
global share percentage. Additionally, as referenced in detail in the notes below, SIA estimated relative composition of the Place &
Search market for 2023 between Direct Hire and Retained Search changed significantly from the publication of Global Staffing Market
Estimates and Forecast: November 2023 Update and the publication of Global Staffing Market Estimates & Forecasts November 2024.
11
Source for 2023 (as of May 15, 2024): Estimated size of the global online Job Advertising and Talent Sourcing Tools Market calculated
by adding together the revenue of HR Technology in the relevant year, the Company’s estimates for revenue of competing job
advertising boards in the Company’s target operating markets in the relevant year based on third
party reports and internal research,
and the Company’s estimates for annual revenue of the talent solutions business of LinkedIn in the Company’s target operating
markets in the relevant year based on publicly available information, sell side analyst models, and internal research and in addition the
estimated size of the global offline job advertising market derived based on the proportion of online to offline spending (excluding TV,
cinema and radio advertising) in the overall advertising market in the relevant year based on third party reports and the estimated size
of global online job advertising and talent sourcing tools market. The numbers in this chart are the sum of the global offline job
advertising market and global online job advertising and talent sourcing tools market.
12
Source for 2023 (restated): SIA, Online Job Advertising Market: 2024 Update. The Company has determined that, given the small,
declining size of the global offline job advertising market, it is no longer useful to disclose the size of the global offline job advertising
market.
13
Source for 2024: SIA, The Evolution of Recruiting: 2025 Update to Estimating the Addressable Market for Recruitment Automation
(custom research commissioned by Indeed): January 2025 Update. The Company has determined that, given the small, declining size
of the global offline job advertising market, it is no longer useful to disclose the size of the global offline job advertising market.
14
Source for 2023 (as of May 15, 2024): SIA, Global Staffing Market Estimates and Forecast: November 2023 Update. Placement &
Search Market is derived by applying 15%, which was Placement & Search’s share of 2023 Global Staffing Revenue to 640 billion US
dollars, which was estimated 2023 Global Staffing Revenue, derived by applying the estimated 2023 -2%
growth rate to the estimated
2022 market of 654 billion US dollars (estimate updated following the May 15th 2023 Earnings Release). Direct Hire Market is defined
as a segment of Placement & Search Market, which in turn is a segment of Global Staffing Industry Market. Direct Hire Market
segment was derived by applying SIA’s Global Staffing Industry Market figure to country-by-country ratios of the relative proportion
attributable to this segment within the total market based on proprietary third party market data. Retained Search Market is defined as
the portion of Placement & Search Market not attributable to the Direct Hire Market and derived as the difference between these two
segments.
15
Source for 2023 (restated): SIA, Global Staffing Market Estimates & Forecasts November 2024. Direct Hire Market is defined as a
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 21
segment of Placement & Search Market, estimated by SIA to be 98 billion US dollars, which in turn is a segment of Global Staffing
Industry Market. The Direct Hire Market segment was derived by applying SIA’s Global Staffing Industry Market figure to
country-by-country ratios of the relative proportion attributable to this segment within the total market based
on proprietary third party
market data. Retained Search Market is defined as the portion of Placement & Search Market not attributable to the Direct Hire Market
and derived as the difference between these two segments. Updates to the ratios used to attribute the Placement & Search Market
between Direct Hire and Retained Search are the primary driver of the change in each of Direct Hire Market and Retained Search
Market between the 2023 estimates as of May 15, 2024 and the 2023 updated estimates.
16
Source for 2024: SIA, Global Staffing Market Estimates & Forecasts November 2024. Placement & Search market is derived by
applying 15.2%, which was Placement & Search’s share of 2023 Global Staffing Revenue, to the sum product (a) of -9% growth rate
from SIA, America’s Staffing Market Forecast November 2024 applied to 229 billion US dollars, which was
America’s Total Staffing
market in 2023, (b) of -2% growth rate applied to 263 billion US dollars, which was EMEA Total Staffing market in 2023, and (c) of 7%
growth rate applied to 159 billion US dollars, which was APAC Total Staffing market in 2023, all from SIA, Global Staffing Market
Estimates & Forecasts November 2024. Direct Hire market is defined as a segment of Placement & Search market, which in turn is a
segment of Global Staffing Industry Market. Direct Hire Market segment was derived by applying SIA’s Global Staffing Industry Market
figure to country-by-country ratios of the relative proportion attributable to this segment within the total market based on proprietary
third party market data. Retained Search Market is defined as the portion of Placement & Search Market not attributable to the Direct
Hire Market and derived as the difference between these two segments.
17
Source for 2023 (as of May 15, 2024): derived by applying a gross profit margin of 19.30%, which was calculated based on the
weighted average of the top 3 publicly traded global staffing companies in terms of revenue in 2023, to 544 billion US dollars, which
was the revenue of the temporary staffing market in 2023 from
SIA, Global Staffing Market Estimates and Forecast: November 2023
Update by applying the estimated -2% growth rate to the updated estimated 2022 market of 555 billion US dollars.
18
Source for 2023 (restated): derived by applying a gross profit margin of 19.30%, which was calculated based on the weighted average
of the top 3 publicly traded global staffing companies in terms of revenue in 2023, to 551 billion US dollars, which was the restated
revenue of the temporary staffing market in 2023 from SIA Global Staffing Market Estimates & Forecasts November 2024.
19
Source for 2024: derived by applying a gross profit margin of 18.72%, which was calculated based on the weighted average of the top
3 publicly traded global staffing companies in terms of revenue in 2024, to 536 billion US dollars, which was the estimated revenue of
the temporary staffing market in 2024. 536 billion US dollars is
a sum product (a) of -9% growth rate of the Total Staffing market from
SIA, America’s Staffing Market Forecast November 2024 applied to 206 billion US dollars, which was America's Temporary Staffing
market in 2023, (b) of -2% growth rate of the Total Staffing market applied to 225 billion US dollars, which was EMEA Temporary
Staffing market in 2023, and (c) of 7% growth rate of the Total Staffing market applied to 120 billion US dollars, which was APAC
Temporary Staffing market in 2023, all from SIA, Global Staffing Market Estimates & Forecasts November 2024.
20
Source for 2023 (as of May 15, 2024) and 2023 (restated): SIA, The Evolution of Recruiting: 2024 Update to Estimating the
Addressable Market for Recruitment Automation (custom research commissioned by Indeed): January 2024 Update. SIA’s estimates
are based on the assumption that 41% of historical spending on internal talent acquisition resources could be reasonably captured by
current
technology and that technology would result in 37% cost savings from historical spending. In the report, SIA notes given the
challenges in making global estimates with incomplete information, and in estimating potential automation and savings, SIA advises
readers to think of the estimated market size as a midpoint in a range with a 20% spread. This market estimate includes the addition of
the ATS market and the Background Checks market.
21
Source for 2024: SIA, The Evolution of Recruiting: 2025 Update to Estimating the Addressable Market for Recruitment Automation
(custom research commissioned by Indeed): January 2025 Update. SIA’s estimates are based on the assumption that 46% of
historical spending on internal talent acquisition resources could be reasonably captured by current technology and that technology
would result in 37%
cost savings from historical spending. In the report, SIA notes given the challenges in making global estimates
with incomplete information, and in estimating potential automation and savings, SIA advises readers to think of the estimated market
size as a midpoint in a range with a 20% spread. This market estimate includes the addition of the ATS market and the Background
Checks market.
22
As described above, the estimates of the Job Advertising & Talent Sourcing tools market, the Direct Hire market, the Retained Search
market, the Internal Recruitment Automation market and the Temporary Staffing market are based on internal estimates and
independent market research in addition to third party market data. Accordingly, the estimates described above may differ materially
from the actual size of such markets.
23
The Talent Platforms market, where companies manage marketplaces that facilitate direct contingent work arrangements that enable a
legal relationship between companies and workers, is estimated by the Company to have been roughly 2 billion US dollars in 2023 and
2024 in terms of annual revenue globally based on SIA, The Evolution of Recruiting: 2024 Update to Estimating
the Addressable
Market for Recruitment Automation (custom research commissioned by Indeed): January 2024 Update and SIA, The Evolution of
Recruiting: 2025 Update to Estimating the Addressable Market for Recruitment Automation (custom research commissioned by
Indeed): January 2025 Update, respectively.
24
The Staffing Platforms market, where companies manage marketplaces that facilitate automated match of candidates with relevant
temporary assignments, is estimated by the Company to have been roughly 4 billion US dollars in 2023 and 3 billion US dollars in
2024 in terms of annual revenue globally based on SIA, The Evolution of Recruiting: 2024 Update to Estimating
the Addressable
Market for Recruitment Automation (custom research commissioned by Indeed): January 2024 Update and SIA, The Evolution of
Recruiting: 2025 Update to Estimating the Addressable Market for Recruitment Automation (customer research commissioned by
Indeed): January 2025 Update, respectively.
25
The Vendor/Freelancer Management Systems (“VMS/FMS”) market, where companies provide technology used to manage a
company’s contingent workforce program, is estimated by the Company to have been roughly 3 billion US dollars in 2023 and 2024 in
terms of annual revenue globally based on SIA, The Evolution of Recruiting: 2024 Update to Estimating the Addressable Market for
Recruitment
Automation (custom research commissioned by Indeed): January 2024 Update and SIA, The Evolution of Recruiting:
2025 Update to Estimating the Addressable Market for Recruitment Automation (customer research commissioned by Indeed):
January 2025 Update, respectively.
26
The Managed Service Provider (“MSP”) market, where companies provide services associated with management of all or part of a
client’s contingent workforce program through the use of automation, is estimated by the Company to have been roughly 1 billion US
dollars in 2023 and 2024 in terms of annual spending by employers that can be reasonably automated
and monetized by third parties
based on SIA, The Evolution of Recruiting: 2024 Update to Estimating the Addressable Market for Recruitment Automation (custom
research commissioned by Indeed): January 2024 Update and SIA, The Evolution of Recruiting: 2025 Update to Estimating the
Addressable Market for Recruitment Automation (customer research commissioned by Indeed): January 2025 Update, respectively.
27
The automated Recruitment Process Outsourcing (“RPO”) market, where companies perform the partial or full internal recruitment
function for a third party, from sourcing to onboarding through the use of automation, is estimated by the Company to have been
roughly 3 billion US dollars in 2023 and 2024 in terms of annual spending by employers that can be
reasonably automated and
monetized by third parties based on SIA, The Evolution of Recruiting: 2024 Update to Estimating the Addressable Market for
Recruitment Automation (custom research commissioned by Indeed): January 2024 Update and SIA, The Evolution of Recruiting:
2025 Update to Estimating the Addressable Market for Recruitment Automation (customer research commissioned by Indeed):
Help Businesses Work Smarter - Improve performance and productivity for business clients in Japan
Help Businesses Work Smarter aims to contribute to improving productivity and profitability of the Company’s business clients in Japan,
mainly led by the Marketing Matching Technologies SBU, which provides vertical-specific matching platforms and associated
vertical-specific business support SaaS solutions, as well as business support SaaS solutions called Air BusinessTools, which work
across all verticals.
The
Help Businesses Work Smarter strategy will be achieved by consolidating business clients’ operations within a single ecosystem,
consisting of vertical matching platforms and SaaS solutions.
In building this ecosystem, the Company has established key performance indicators (KPIs) including "the number of actions by
individual users
1
,” "the number of registered SaaS accounts
2
,” and "the gross payment volume, GPV
3
."
The number of actions by individual users
4 in FY2024 was approximately 540 million, an increase of 12.3% year over year. Actions by
individual users includes the number of online reservations made on the Company’s salon, restaurant, and lodging matching platforms.
An increase in the number of actions in Marketing Matching Technologies may translate into revenue growth for business clients. By
utilizing action data and matching technology, the Company aims to improve the convenience of its matching platforms and increase the
number of actions across the entire Matching & Solutions SBU.
As of March 31, 2025 the number of registered SaaS accounts was approximately 4.34 million, an increase of 14.7% year over year.
The availability of Air BusinessTools that are not restricted to any specific field, especially AirPAY, a cashless payment service, was a
primary driver of the increase in the number of accounts. AirPAY extends the Company’s services to new businesses outside its
existing
verticals, such as retailers. In addition, the number of new business clients who use AirWORK ATS, a recruitment management system
increased.
The Company estimates that roughly 4.38 million
5 business locations and stores in Japan are potential users of Air BusinessTools.
Assuming each business location uses multiple SaaS solutions, the Company believes there is still significant opportunity to expand. An
increase in the number of registered accounts represents the expansion of its customer base. The Company expects the customer base
of Air BusinessTools to continue to expand as business clients replace existing manual processes with SaaS solutions.
For FY2024, GPV reached approximately 2.4 trillion yen, an increase of 26.8% year over year. Apart from the increase in the number of
AirPAY registered accounts, the growth in payment volumes is also due to the online payment service offered through AirPAY. The
online payment service is now available for both Hot Pepper Beauty and Hot Pepper Gourmet, following its introduction on Jalan net.
This service enables individual users to make online payments for their salon bookings and restaurant reservations, which enhances
payment convenience for individual users, reduces lost revenue
opportunities for business clients, and increases the amount of payment
transaction volume flowing through the Company’s ecosystem.
GPV is important for the future expansion of fintech services, which, the Company believes will become a new potential source of
revenue in the long term. An example of a fintech service is AirCASH, a service allowing business clients to receive cash in advance
based on their future revenue.
By integrating vertical-specific matching platforms with Air BusinessTools SaaS solutions, the Company creates opportunities to engage
with business clients across many business operation services. Additionally, incorporating HR matching services into the Company’s
offering will complete all business operations within its ecosystem, increasing the recurring use of its various products for business
clients and ultimately resulting in greater lifetime value of both individual users and business clients.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 22
January 2025 Update, respectively.
28
ATS market, where companies provide software and other tools to facilitate the tracking of applicants through different stages of the
recruitment process, is estimated by the Company to have been roughly 2 billion US dollars in terms of annual revenue globally in
2023 and 3 billion US dollars in 2024 based on SIA, The Evolution of Recruiting:
2024 Update to Estimating the Addressable Market
for Recruitment Automation (custom research commissioned by Indeed): January 2024 Update and SIA, The Evolution of Recruiting:
2025 Update to Estimating the Addressable Market for Recruitment Automation (custom research commissioned by Indeed): January
2025 Update, respectively.
29
The Background Checks market, where companies use digitized methods to verify and vet applicants’ background and credentials, is
estimated by the Company to have been roughly 1 billion US dollars in terms of annual internal spending by employers that can be
reasonably automated and monetized by third parties in 2023 and 2024 based on SIA, The Evolution
of Recruiting: 2024 Update to
Estimating the Addressable Market for Recruitment Automation (custom research commissioned by Indeed): January 2024 Update
and SIA, The Evolution of Recruiting: 2025 Update to Estimating the Addressable Market for Recruitment Automation (custom
research commissioned by Indeed): January 2025 Update, respectively.
1
The total of the number of applications on Rikunabi NEXT, TOWNWORK, and RECRUIT AGENT, the number of individual users who
were referred to the Company’s business clients at SUUMO Counter, the number of online reservation on Hot Pepper Beauty, the
number of hotel bookings on Jalan, the number of seats reserved on Hot Pepper Gourmet, and the
number of payments through
AirPAY during the period from April 1, 2024 to March 31, 2025.
2
Cumulative number of registered accounts of paid and unpaid SaaS solutions provided by Matching & Solutions SBU in Japan as of
March 31, 2025. Registered accounts refer to the number of stores and business locations that have registered for each relevant
service including both active and non-active accounts.
3
Total gross payment volume of offline payments through AirPAY terminals, including QR code payments through AirPAY QR, and
online payments through AirPAY ONLINE (Since the revenue generated from the payment processing fee the Company collects is
based on a very small percentage of total gross payment volume, changes in total gross payment volume are not necessarily
proportional to changes in its total revenue).
4
The number of individual users retroactively reflects changes in counting methods due to product renewals and other factors.
5
The Company estimated the number of business locations and stores that can be potential users of SaaS solutions provided by
Matching & Solutions SBU as of March 31, 2025 in Japan by identifying the total number of business locations and stores of small
and medium-sized enterprises in Japan (using the definition used by Small and Medium Enterprise
Agency) based on the 2021
Economic Census for Business Activity conducted by the Ministry of Internal Affairs and Communications and the Ministry of
Economy, Trade and Industry. Considering the solutions (including AirWORK ATS) provided by Matching & Solutions SBU in Japan
Prosper Together - Seek sustainable growth shared by all stakeholders
The Company believes that it can make a positive impact on society through its corporate activities. In doing so, the Company can
prosper alongside its stakeholders and take a vital step toward achieving long-term, sustainable growth. As the Company announced in
May 2021, environmental, social, and governance goals have become one of the strategic
pillars of its corporate strategy. The progress
the Company has made toward these goals is outlined below.
Environmental
The Company anticipates achieving its short-term goal of reaching carbon neutrality throughout its business activities in FY2024, as it
did in the past three fiscal years
1,2
. The Company’s long-term goal is to achieve carbon neutrality across its entire value chain by
FY2030
1
. In order to accelerate its efforts toward this FY2030 goal, the Company set a greenhouse gas (GHG) absolute reduction
target
3 based on its SBTi Near-Term target. The Company is on track to surpass its GHG reduction target across all emissions
categories, Scopes 1+2, and 3
1,2
  in FY2024. One particular focus was to accelerate the reduction of
Scope 3 emissions, which account
for more than 95%
4 of the Company’s GHG emissions. To achieve this, the Company continues working with the partners in its value
chain to refine the measurement of GHG emissions and to identify reduction measures.
In recognition of the Company’s environmental actions, for the second consecutive year, the Company was selected as an “A” list
company in 2024 for its leadership in performance on climate change and corporate disclosure transparency by the international
nonprofit organization CDP
5
.
Social
As a leader in the global HR Matching Market, the Company has set two key goals by FY2030 to drive meaningful social impact,
centered around its core business area: work. Work is an indispensable foundation for people's lives, and therefore, the Company is
dedicated to opening up access to employment opportunities for all and reducing the time to get hired.
In order to achieve the first goal of reducing the time it takes to get hired by half by FY2030, the Company introduced the employer Time
to Hire (TTH) metric in May 2024, and continues to deepen its understanding of factors that influence it. The Company has enhanced its
TTH measurement methodology to improve accuracy and actionability—enabling
the identification of targeted strategies to reduce TTH
at every stage of the employer hiring journey. Based on this improved methodology, which looks at paid and free job listings on Indeed,
the average TTH was 42 days as of January 2025, up slightly from 41 days
6 in December 2023.
The increase in TTH is presumed to be at least partially attributable to the U.S. macroeconomic conditions. Initial findings suggest that
the U.S. labor force participation
7 and TTH are correlated. When the labor force participation rate increases, TTH increases.
Additionally, the U.S. quits rate
8 and TTH are inversely correlated. When the quits rate decreases, TTH increases. The Company
observed a pronounced decline in the U.S. quits rate in 2024, while labor force participation has been gradually increasing
post-pandemic.
However, the Company’s research consistently shows that when employers used Indeed’s paid solutions, TTH decreased significantly.
Indeed’s AI-powered features played a key role in accelerating hiring and improving outcomes—even amid a challenging
macroeconomic environment.
In a global analysis conducted from January 2024 to January 2025, Sponsored Jobs on Indeed saw a 22% faster TTH compared to
those that were
not sponsored. More recently, product innovations have contributed to improved hiring speeds. For example, testing of
hosted Premium Sponsored Jobs in the U.S. has achieved a 58% faster TTH compared to free hosted job listings
9
.
The Company aims to continue to advance TTH by introducing innovative AI solutions, streamlining the hiring process, and increasing
automation—making hiring simpler and faster for clients while supporting the sustainable business growth of the Company.
At the same time, traditional hiring practices unintentionally create barriers to employment that cannot be solved by speed and matching
improvements alone. In response, the Company set a second goal of helping 30 million job seekers facing barriers get hired by FY2030.
To achieve this, the Company has been working to break down six common barriers that affect job seekers globally, including education
and disabilities.
Education should not be a limiting factor to employment. However, according to one survey, employers have rejected candidates
because they did not have a post-secondary education, even when the candidate had sufficient skills and experience
10
. In order to
overcome this barrier, the Company is working to promote adoption of Skills-First Hiring
11
–an approach that evaluates candidates based
on the skills they have gained through training, professional
history and other past experience. On Indeed, the Company uses skill
information for matching and recommending candidates to employer job postings based on their skills. Through Skills-First Hiring, job
seekers can represent their full skills and capacities, and employers can source and evaluate candidates based on the specific skills
required for the job. In the future, the Company plans to expand Skills-First Hiring and leverage AI to enable the Company to offer job
seekers personalized career advice, coach them to prepare for interviews, and advocate on their behalf to employers.
Through these efforts, the Company successfully helped a total of approximately 11.8 million job seekers facing barriers get hired
12 in
FY2024. The Company will continue to strive to reduce barriers in the job market by promoting inclusive and Skills-First Hiring practices.
Since its founding, the Company has valued the individuality of each employee. Betting on the passion and ideas of employees has long
been the Company’s competitive advantage—which has led to the creation of new businesses and services across the Group. In line
with its goal to achieve gender parity in senior executive positions, managerial positions, and total employees by FY2030
13
, the
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 23
as of March 31, 2025, the Company now believes it is possible to provide its SaaS solutions to all business locations and stores of
small and medium-sized businesses regardless of the industry. Accordingly, the Company decided to count all such business
locations and stores as potential users of its SaaS solutions. Matching & Solutions SBU continues to
target potential users among
small and medium-sized businesses as defined by Small and Medium Enterprise Agency based on the current major target for
potential users of SaaS solutions.
Company is working to expand the pool of management candidates, for example, by providing employees opportunities to expand their
capacity and skills.
Recruit Co., Ltd, which primarily operates in Japan where the gender gap is notably wide, expanded its managerial candidates through a
new coaching-based human capital development program and the clarification of the requirements for management positions. These
initiatives significantly increased the proportion of women among managers
14
.
Governance
The Company views a well-balanced Board—comprising members with varied skills, experiences, and backgrounds—as critical to
transparent and sound governance, and high-quality decision-making.
In particular, Recruit Holdings aspires to achieve gender parity among the members of the Board of Directors and Audit and Supervisory
Board by FY2030. To achieve the goal, Recruit Holdings continues to consider candidates for the Board of Directors based on the skills
and backgrounds needed to realize its medium- and long-term strategies.
1 GHG emissions throughout the Company’s business activities are the sum of direct emissions from the use of fuels in owned or
controlled sources and are referred to as Scope 1. Indirect emissions from the use of purchased electricity, heat, or steam in owned or
controlled sources are referred to as Scope 2. GHG emissions from the value chain are referred to as Scope 3, and comprise indirect
emissions other than Scopes 1 and 2. The entire value chain represents the sum of Scopes 1, 2, and 3 GHG emissions. The
Company aims to achieve carbon neutrality upon completion of the following steps: measurement of GHG emissions, obtaining
an
accredited third-party assurance on the amount of GHG emissions, and offsetting of those emissions.
2 All GHG emission figures are approximate numbers calculated based on the GHG Protocol. Additionally, independent third-party
assurances have been obtained from SOCOTEC Certification Japan for GHG emissions.
3 The GHG emission reduction target is based on the results from FY2022 to FY2024.
4 Based on the emissions of FY2023.
5 CDP is a charity-controlled non-governmental organization (NGO) established in 2000. It owns one of the world's largest environmental
databases, working with large global financial institutions to disclose the environmental impact of companies in the areas of climate
change, forests and water security.
6 An employer metric defined as the days elapsed between when a job is created on Indeed and when the first hire is reported for that
job. After refining the data, the baseline previously reported as 55 days in the FY2023 Annual Report is updated to 41 days. 41 days is
the mean time to hire (starts from a job creation and ends with the first hire) for measured hires on Indeed in December 2023.
7 Labor force participation rate is the percentage of the population that is either working or actively looking for work. It measures labor
supply, specifically how many are in the system, both employed and unemployed.
8 Quits rate is the number of quits during the entire month as a percent of employment. It is a measure of how dynamic the labor market
is - specifically, of those in the labor market, how many are moving around.
9 U.S. data from
Nov 2024 - Mar 2025, for jobs hosted on the Indeed platform. Premium Sponsored Jobs was rolled out as a test
product in the U.S. beginning in November 2024. TTH for U.S. hosted paid jobs using Premium Sponsored Jobs is 58% faster than
U.S. hosted non-paid jobs. Paid jobs are Sponsored Job ads incurring charges, which happen when a job seeker interacts with the job
post, such as by clicking to view the post, or clicking to apply.
10 Source: Accenture, Grads of Life, Harvard Business School (2017), “Dismissed by Degrees: How degree inflation is undermining U.S.
competitiveness and hurting America’s middle class.”
11 A method of selecting job candidates based on their skillset at an early stage of the hiring process. Unlike the traditional selection
method, which first ‘screens out’ candidates based on their academic background, skills-first hiring ‘screens in’ candidates first by
evaluating their skills. The aim is to allow employers to hire people with the right skills and abilities to perform their jobs, all in a shorter
period of time.
12 Represents number of hires made on Indeed reported through the Hired Signal measurement, from May 1, 2021
- March 31, 2025,
globally for job seekers who faced at least one of the following common job market barriers: education, criminal record, military
experience, disability, refugee background or lack of work essentials such as a computer or internet access.
13 Senior executive positions are defined as Senior Vice Presidents and Corporate Professional Officers of Recruit Holdings and
Marketing Matching Technologies Strategic Business Unit (SBU), and CEOs of the Company’s major subsidiaries and heads of key
functions in the HR Technology and Staffing SBUs. The respective percentages of women in managerial positions and total
employees are calculated from Recruit Holdings, SBU Headquarters and the primary operating companies of each SBU. Managerial
positions mean those that have subordinate employees.
14 Compared to FY2021, the percentage of women managers at Recruit Co., Ltd, increased from 26.8% to 35.0%, and the percentage of
senior managers increased from 9.1% to 33.3%.
Capital Allocation Policy
The Company’s capital allocation policy has the following priorities:
• Investment in product development and marketing expense for existing businesses for future growth
• Continuous payment of stable per-share dividends
• Strategic M&A mainly focused on HR Technology in the HR Matching Market
• Share repurchases, depending on the capital markets environment and the outlook of the Company’s financial position
The Company focuses on achieving capital efficiency by focusing on ROE and applying a hurdle rate exceeding the cost of capital when
evaluating each investment opportunity. ROE in FY2024 was 22.6%
1
.
1 ROE = Profit attributable to owners of the parent / average net asset for the fiscal year
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 24
Sustainability Policy and Actions
The Company believes that it can make a positive impact on society and the global environment through its corporate activities and by
doing so, prosper together with all its stakeholders and take an essential step toward achieving sustainable growth. Therefore, as part of
its management strategy, the Company has integrated its sustainability initiatives and established specific
timelines and goals to realize
its sustainability goals for FY2030, which was set in May 2021.
The forward-looking statements in the text are based on certain assumptions that the Company considers reasonable as of the date of
submission of the Annual Report. However, actual results may differ significantly due to various factors.
Our Policy and Actions for Sustainability as a Whole
Governance
The Board of Directors makes the necessary structural arrangements for the Company’s efforts to address sustainability and oversees
these efforts through deliberations by the Sustainability Committee — one of the Board’s advisory bodies. The Sustainability Committee
discusses the assessment of impacts, risks and opportunities related to sustainability, as well as policies, strategies and plans for
mitigating negative impacts, enhancing positive impacts, and reducing risks while seizing opportunities. In its oversight process, the
Board supervises business plans, investments and loans, including response measures and their progress.
The Executive Vice Presidents who serve as CEOs of each Strategic Business Unit (SBU) and as internal members of the Sustainability
Committee collaborate to devise sustainability strategies and plans to mitigate negative impacts and risks while promoting efforts to
maximize positive effects and seize opportunities throughout their business operations.
The Executive Vice President in charge of sustainability is responsible for leading the Company’s sustainability initiatives and reports to
the Board on their progress. Directly under the Executive Vice
President, the Company has established a department in charge of
driving forward sustainability initiatives. The department is responsible for gathering group-wide sustainability information, identifying
and evaluating sustainability impact, risks and opportunities, formulating policies and strategies, implementing and managing action
plans, and engaging in dialogue with stakeholders.
Risk Management
Every year, the Company gathers its stakeholder perspectives on sustainability-related themes and analyzes evolving social trends.
Utilizing this information, the Sustainability Committee assesses impacts, risks and opportunities related to sustainability, and
deliberates on key issues to be addressed. Sustainability risks identified by the Sustainability Committee are integrated into the
Company's risk management processes. These risks are centrally and comprehensively evaluated and managed by the Risk
Management Committee. Detailed discussions related to mid- to long-term sustainability risks and opportunities are delegated to the
Sustainability Committee. The Sustainability Committee, in coordination with the Company’s Risk Management Committee, reports the
results of these discussions to the Board.
Management framework for sustainability impacts, risks and opportunities (roles and
meeting bodies)
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Business Overview | 25
Please see “Composition of the Board and Committees“ under the chapter “Corporate Governance Overview“ for the Sustainability
Committee and the Risk Management Committee.
Refer to “Our Actions on Climate Change and Adoption of the Recommendations of the Task Force on Climate-Related Financial
Disclosures (TCFD), Risk Management” for climate-related risk management and “Our Policies and Actions for Development of Our
Organization, Employees and Workplace, Risk Management” for human capital-related risk management.
Strategy
(a) Critical Sustainability Topics (Material Topics)
The Company identifies critical sustainability topics (Material Topics) that could lead to impacts, risks and opportunities, in order to
formulate its sustainability strategy. In FY2024, the Company adopted the concept of Double Materiality, assessing critical sustainability
topics based on two axes: the Company’s impact on society and the environment (Impact Materiality) and its financial implications for
the Company (Financial Materiality).
Step 1: Listing of Sustainability Topics
The Company compiled a comprehensive and detailed list of sustainability topics for analysis, referencing international and industry
standards by external organizations.
2
Step 2: Evaluation of Sustainability Topics
The Company assessed each of the sustainability topics listed in Step 1, evaluating their impact on society and the environment and
financial implications for the Company. In evaluating impact, it considered likelihood and severity (scope, scale and irremediability), and
for financial impact, it considered likelihood and monetary impact, scoring each criterion and ranking each sustainability topic based on
the overall score. Feedback obtained through engagement with various stakeholders such as employees, individual users, NGOs/NPOs,
and investors informed the scoring. Additionally, the Company referenced information published by international organizations, NGOs
and NPOs, etc., to reflect shifts in societal trends.
Step 3: Identification of Material Topics
In this final
step, the CEOs and Executive Vice Presidents in charge of Sustainability for each Strategic Business Unit (SBU) confirmed
that the assessment results from Step 2 are aligned with the reality of their respective business. Subsequently, after deliberation by the
Sustainability Committee, which includes outside experts, the Board of Directors resolved on the Material Topics.The Material Topics
identified through the assessment described above are as follows.
Note that for each Material Topic, the Company conducted the assessment and identification based on detailed criteria established by
external organizations,
2 in order to ensure a more accurate understanding.
Recruit Group Material Topics
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Business Overview | 26
(b) Material Foundation for Corporate Activities
The Company sets material foundations for corporate activities as strategic priority themes to address the impacts, risks and
opportunities related to the identified Material Topics. The Company reinforces initiatives for each theme in the material foundations, and
the Board of Directors monitors them based on discussions in the related Committees which are advisory bodies to the
Board of
Directors. The material foundation for its corporate activities and responses are as follows.
Conservation of the Planet (Addressing Material Topics No. 1, 2)
We only have one planet and the Company believes that everyone has a responsibility to protect the health and longevity of our home.
The Company has introduced various initiatives focused on environmental conservation and has highlighted climate change as one of
the most important issues to address. The Company has set a group-wide goal to reduce its GHG emissions to achieve carbon
neutrality. The progress of this initiative will be monitored by the Board of Directors based on discussions in the Sustainability
Committee. Please refer to “Our Actions on Climate Change and Adoption of the Recommendations of the Task Force on
Climate-Related Financial Disclosures (TCFD)” for more details.
Human Capital (Addressing Material Topics No. 3, 4, 5)
The Company has positioned value creation by its empowered employees as a renewed priority for management, and will take further
actions to support inclusion & belonging, workplace wellbeing and human resource development and creation of an environment that
intrinsically motivates employees. Please refer to “Our Policies and Actions for Development of Our Organization, Employees and
Workplace” in this chapter for more details about the initiatives taken for human capital management of the Company.
Human Rights (Addressing Material Topics No. 7, 8, 10, 11, 12, 13, 14, 15)
The Company has formulated the Recruit Group Human
Rights Policy, which was approved by the Board of Directors, based on
Sustainability Committee discussions. This policy is set to protect all employees, temporary workers — including those who work for its
business clients through the Staffing SBU — and its senior management. It also includes an aspiration to continuously evolve the
Company’s services by pursuing methods to better respect the human rights of individual users.
Data Security and Data Privacy (Addressing Material Topics No. 6, 9)
For the Company, safe-guarding Data Security and Data Privacy is non-negotiable and it places high priority on measures the Company
takes. The Company has developed a range of appropriate initiatives to protect the data and information in its possession based on the
importance and characteristics of such data and information. The Company has also established structures and measures to align with
applicable laws and regulations of each country and area in which it operates. The Board of Directors discusses and monitors the
initiatives, based on discussions in the Risk Management Committee. Please refer to “Risk Factors” in this document for more details
about Data Security and Data Privacy.
Corporate Ethics and Compliance (Addressing Material Topics No. 16, 17)
The Company views corporate ethics and compliance as fundamental principles underpinning its corporate activities.
The Company’s
approach to ethics and compliance is to strive to meet society’s expectations and demands through appropriate action, both as a
company and as individuals, beyond the framework of purely legal compliance. The initiatives in this area include employee training and
whistleblowing programs. The Board of Directors monitors and discusses corporate ethics and compliance initiatives, based on
discussions in the Compliance Committee. Please refer to “Internal Controls and their Operational Status” for more details about
corporate ethics and compliance.
Corporate Governance (Addressing Material Topics No. 18)
The Company endeavors to strengthen its corporate governance by designating the COO, Executive Vice President and Director as a
responsible person for corporate governance including sustainability. Based on its initiatives, the Board of Directors confirms the
appropriateness of its corporate governance and its compensation structure based on discussions in its advisory bodies such as the
Nomination and Governance Committee and the Compensation Committee. Please refer to the “Corporate Governance” section in this
document for more information about corporate governance and compensation.
Metrics and Targets
The Company introduced “Prosper Together – Seek sustainable growth shared by all stakeholders” in May 2021, as one of the three
pillars of its business strategy aiming to achieve sustainable growth by enhancing positive impact on society and the global environment.
Specific metrics and goals have been set as a part of its sustainability goals as detailed below. One particular area of focus within this is
the social goal: Having a job is one of the most important facets of life for many people and so the Company aims to create an impact
through its products and services, while seizing business opportunities.
Environmental
We only have one planet and everyone has a responsibility to protect the health and longevity of our home. The Company is committed
to protecting the environment by focusing on reducing GHG emissions — a key issue against which the Company is taking action to
address climate change.
Environmental Goals (Addressing Material Topic No. 1)
・Achieving carbon neutrality throughout its business activities
3 in FY2021
・Achieving carbon neutrality across its entire value chain
3 by FY2030
In order to accelerate the Company’s efforts to become carbon neutral throughout the entire value chain (Scope 1, 2 and 3),
3 the
Company has set a three-year reduction goal
4 that aligns with the reduction level required by the Paris Agreement adopted in December
2015, which aims to limit the increase in global average temperature to less than 1.5 °C above that of the pre-industrial era. The
Company also continues to contribute to the fight against climate change through its products and services. Refer to “Our Actions on
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 27
Climate Change and Adoption of the Recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD)” for more
details.
Social
According to an OECD study, approximately 40% of people could fall into poverty if they went without income for three months or more.
5
As a leader in the global two-sided talent marketplace, helping match job seekers to hiring employers, the Company is well positioned to
expand employment opportunities for all and reduce the time to get hired.
All too often, traditional hiring practices have
the unfortunate potential to reinforce systemic labor market barriers that cannot be solved
by speed and matching improvements alone. Through reducing various barriers in the labor market, the Company will increase access
to opportunities for all job seekers and contribute to shortening the time it takes to get a job, helping people achieve economic security
through employment.
Social Impact Goals (Addressing Material Topics No. 8, 14, 15)
・Reduce the time it takes to get hired by half by FY2030 compared to that of FY2021
6
・Help 30 million people
7 facing barriers in the labor market around the world get hired by FY2030
The Company's employees have been the source of its value creation from the very beginning. Betting on the passion and ideas of the
employees has long been its competitive advantage. This is why its corporate agenda continues to prioritize inclusion & belonging that
empowers individuals and fosters innovation. In particular, the Company will prioritize gender issues by establishing group-wide goals
and accelerate its efforts to achieve them.
Aspiration for its People (Addressing Material Topics No. 4, 5)
・Achieving gender parity among senior executives, those in managerial positions and all employee levels
8 by FY2030 at the Company
Refer to Business Overview, Employees, Demographics for more details. For the Company’s initiatives for human capital management,
refer to “Our Policies and Actions for Development of Our Organization, Employees and Workplace.”
Governance
A well-balanced board—comprising members with varied skills, experiences, and backgrounds—is critical for high quality
decision-making, transparency and soundness in the Company’s governance structure. A specific
goal with regard to gender was set in
this regard.
Aspiration for its Board Structure (Addressing Material Topics No. 4, 5, 18)
・Strive for gender parity among the Board of Directors members
9 by FY2030
Please refer to "Prosper Together -Seek sustainable growth shared by all stakeholders" of the Business Strategies section for the
Company’s FY2024 performance toward its sustainability goals.
1 In this document, the term “FY” refers to Recruit Holdings’ Fiscal Year. “FY” refers to the 12-month period commencing April 1 of the
year indicated, ending on March 31 of the following year.
2 External organizations references include the European Union's “Corporate Sustainability Reporting Directive” (CSRD) and the
Sustainability Accounting Standards Board (SASB)'s "Sustainability Accounting Standards."
3 GHG emissions throughout its business activities are the sum of direct emissions from the use of fuels in owned or controlled sources
and are referred to as Scope 1. Indirect emissions from the use of purchased electricity, heat, or steam in owned or controlled sources
are referred to as Scope 2. GHG emissions from the value chain are referred to as Scope 3 and comprise indirect emissions other
than Scope 1 and 2. The entire value chain represents the sum of Scopes 1, 2 and 3 GHG emissions. The Company aims to achieve
carbon neutrality upon completion
of the following steps: measurement of GHG emissions, obtaining an accredited third-party
assurance on the amount of GHG emissions and offsetting of those emissions.
4 The GHG emission reduction target is for the term from FY2022 to FY2024. The women’s representation target for employees is for
the term from April 1, 2022 to April 1, 2025. The women’s representation target for members of the Board of Directors is for the term
from July 1, 2022 to July 1, 2025.
5 The figure is based on data compiled for 28 countries (Source: OECD (2020), How’s Life? 2020: Measuring Well-Being).
6 The period from the time a user starts an active job search on the Indeed job platform to the time the user confirms the receipt of a job
offer.
7 The initiatives as of today include providing assistance through the Company’s online job platform, and through partnerships with
NPOs and other organizations with whom the Company collaborates. The Company may also aim to reduce other various barriers,
including newly emerging issues in the labor market by FY2030.
8 Senior executive positions are defined as Senior Vice Presidents and Corporate Professional Officers of Recruit Holdings and
Matching & Solutions Strategic Business Unit (SBU), and CEOs of the Company’s major subsidiaries and heads of key functions in
the
HR Technology and Staffing SBUs. The respective percentage of women in managerial positions and total employees are
calculated from Recruit Holdings, SBU Headquarters and the primary operating companies of each SBU. Managerial positions mean
those that have subordinate employees, including delegated contracting officers.
9 The Board of Directors members are defined as Directors and Audit and Supervisory Board members.
Our Actions on Climate Change and Adoption of the Recommendations of the Task
Force on Climate-Related Financial Disclosures (TCFD)
Protecting the global environment is a critical foundation for the Company’s corporate activities in order to prosper together with its
stakeholders and ensure sustainable growth. Regarding taking action to combat climate change, the Company set a long-term goal to
achieve carbon neutrality across its entire value chain by FY2030.
1 As part of such efforts, the Company endorses the recommendations
by TCFD and disclose the climate transition plan to address climate change in line with the TCFD framework
2 in this section.
1 GHG emissions throughout its business activities are the sum of direct emissions from the use of fuels in owned or controlled sources
and are referred to as Scope 1. Indirect emissions from the use of purchased electricity, heat, or steam in owned or controlled sources
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 28
are referred to as Scope 2. GHG emissions from the value chain, including the business activities of Recruit Group, are referred to as
Scope 3 and comprise indirect emissions other than Scope 1 and 2. The entire value chain represents the sum of Scopes 1, 2 and 3
GHG emissions. The Company aims to achieve carbon neutrality
upon completion of the following steps: measurement of GHG
emissions, obtaining an accredited third-party assurance on the amount of GHG emissions and offsetting of those emissions.
2 A framework indicating climate change-related risks and opportunities created by the Task Force on Climate-related Financial
Disclosures (TCFD).
Governance
As a component of the aforementioned sustainability initiatives, the Company has implemented a governance structure to guide its
actions addressing climate change. The Senior Vice President in charge of sustainability is responsible for leading its climate-related
initiatives. The Officer delivers reports to the Board on climate change measures, the assessment of climate change risks and
opportunities, and actions of managing those risks and seizing opportunities. Directly under this Officer, the Company has established a
department in charge of driving forward sustainability initiatives. The department is responsible for gathering group-wide environmental
information, managing the progress of reductions in GHG emissions, identifying and evaluating climate-related risks and opportunities,
formulating and implementing related action plans, and conducting surveys and engaging in dialogue with stakeholders.
Risk Management
As a component of the aforementioned sustainability initiatives, the Company actively manages risks and opportunities associated with
climate change. For more details of its risk management initiatives, please refer to “Our Policy and Actions for
Sustainability as a Whole,
Risk Management” of this section.
Strategy
a. Strategic Assumptions
The Company understands that a 4℃ increase in average temperature due to climate change would have a significant impact on
the world and believes it is critical to limit the average temperature increase to below 1.5℃. Based on two climate change scenarios
(+4℃ and +1.5℃), the Company analyzes short-, medium- and long-term risks and opportunities through FY2030 and assesses
them in terms of likelihood and financial impact. The Board also examines measures to mitigate key risks and capitalize on
opportunities. The Company’s scenario analysis is based on reports issued by the Intergovernmental Panel on Climate Change
(IPCC)
1
, the International Energy Agency (IEA) and other international organizations as well as those of similar research agencies.
1 From Representative Concentration Pathways (RCP) 8.5, RCP1.9 and Shared Socioeconomic Pathways (SSP) 5-8.5, SSP1-1.9.
b. Key Risks Relating to Climate Change
The key risks identified through the Company’s scenario analysis, their likelihood and their financial impacts are shown below. The
financial impact is calculated for each item but only the figures for carbon taxes are shown here as they are considered relatively
definitive.
“⤴” indicates that the likelihood of occurrence is expected to increase toward FY2030, and “→” indicates that the likelihood of
occurrence does not change significantly.
Key Climate Change Risks
Likelihood
Financial
Impact
Risk Mitigation Measures
1
Increase in price of carbon
credits to achieve carbon
neutrality
High⤴
High
Promote GHG emissions reductions by enhancing energy
efficiency in offices and switching to renewable energy,
promoting remote work, involving in public policy
2
, and
engaging with partners in key value chains to achieve
carbon neutrality throughout the Company's business
activities and value chains by FY2030.
2
Introduction of carbon taxes
and possible increase in price
High⤴
Low
(approx. 300M
yen
1
)
3
Submerged/damaged servers
Low→
High
Begin monitoring flood or damage risks of areas where the
Company’s servers are located. Consider relocating
servers or substituting them with alternatives if risks
exceed a certain level.
1 The estimated carbon tax in FY2030 is based on the following assumptions:
- Carbon tax price: approximately $300/t-CO2 (Ref. 2023 version, Net Zero 2050 scenario of the NGFS Climate Scenarios for central
banks and supervisors provided by International Institute for Applied Systems Analysis)
- The Company's GHG emissions throughout its business activities (Scope 1 & 2): Approx. 7,200t-CO2 based on the assumption that
there is no change in the Scope 1 emissions from FY2023.
2 Recruit Group evaluates the feasibility of all climate-related engagement activities (including
partnerships with stakeholders in the
value chain, the consideration of trade association memberships, public policy engagement and other related activities) in line with the
Paris Agreement and its goals on environmental strategy, which are then approved by the responsible Senior Vice President for
execution.
This analysis did not identify any physical or transition risks with significant impacts on the Company’s business strategies. Nonetheless,
under the governance structure described above, it will continue to closely monitor and reassess the impact of climate change on the
Group as well as enhance its disclosures of relevant information.
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Business Overview | 29
c. Key Opportunities Relating to Climate Change
The key opportunities identified through the Company’s scenario analysis, their likelihood and their financial impacts are shown below.
“⤴” indicates that the likelihood of occurrence is expected to increase toward FY2030.
Key Climate Change Opportunities
Likelihood
Financial Impact
1
Accommodate workforce shifts as an adaptation for climate change
Medium⤴
High
2
Accommodate employment needs resulting from the societal transition
towards lower-carbon emissions
High⤴
Medium
Through this scenario analysis, the Company confirmed that addressing the three strategic pillars of its corporate strategies (Simplify
Hiring, Help Businesses Work Smarter, and Prosper Together) will help enhance its resilience to climate change and mitigate key risks
so the Company can capture the opportunities resulting from climate change. The Company will continue to pay close attention
to trends
in society and among stakeholders related to climate change, with the aim of capturing opportunities from such trends across the Group.
Through such actions, the Company aims to contribute to building a resilient and sustainable labor market. Refer to “Our Policy and
Actions for Sustainability as a Whole, Sustainability Goals” for more details.
Metrics, Goals and Performance
a. Metrics
The Company uses the amount of GHG emissions (absolute emissions in Scope 1, 2, and 3
1,2
) calculated in accordance with GHG
Protocol as the metrics to manage climate risks and opportunities.
b. Goals
As a corporate strategy, the Company stated in its sustainability goals which was announced in May 2021 that it aims to achieve
carbon neutrality in GHG emissions through its business activities by FY2021
1,3
. The Company strives to do the same across its
entire value chain
2,3 by FY2030. The Company aims to achieve carbon neutrality by reducing GHG emissions in accordance with the
following goals and offsetting the remaining emissions. This reduction goal has been validated by the Science Based Targets
initiative (SBTi), confirming that it is in line with the goal of limiting global warming to 1.5°C
4
.
● Scope 1+2
1
︓Reduce GHG emissions by 46.2% by FY2030 (base year: FY2019)
● Scope 3
2
: Reduce GHG emissions by 30% by FY2030 (base year: FY2019)
c. Performance
The Company started to base its calculation of GHG emissions on the GHG Protocol in FY2019. The figure for Scope 1+2 in
FY2023 was 7,197t-CO2 (-25% year on year).
5 The Company also obtained an independent third-party assurance
6 of its GHG
emissions. In addition, the Company achieved its FY2023 goal of carbon neutrality throughout its business activities as planned.
1,3
Base Year
FY2019
5
(t-CO
2
)
Progress
FY2023
7
(t-CO
2
)
Reduction Ratio
(vs. FY2019, %)
Scope 1
12,268
5,034
-59%
Scope 2 (Market-based)
29,854
2,163
-93%
Scope 1+2 (Market-based)
42,122
7,197
-83%
1 GHG emissions throughout its business activities are the sum of direct emissions from the use of fuels in owned or controlled sources
and are referred to as Scope 1. Indirect emissions from the use of purchased electricity, heat, or steam in owned or controlled sources
are referred to as Scope 2.
2 GHG emissions from the value chain, including the business
activities of the Group, are referred to as Scope 3 and comprise indirect
emissions other than Scope 1 and 2. The entire value chain represents the sum of Scopes 1, 2 and 3 GHG emissions.
3 The Company aims to achieve carbon neutrality upon completion of the following steps: measurement of GHG emissions, obtaining an
accredited third-party assurance on the amount of GHG emissions and offsetting of those emissions. The Company achieved carbon
neutrality in FY2023 as it did in FY2021 and FY2022.
4 This is a short-term goal defined by the Science Based Targets initiative (SBTi) and established in line with the science-based GHG
emission reduction levels required to limit global warming to 1.5°C above pre-industrial levels.
5 All GHG emissions figures are approximate.
6 The Company obtained independent third-party assurance of its GHG emissions from SOCOTEC Certification Japan and SCS Global
Services.
7 Refer ESG Data Book for specific initiatives related to the environment and climate change, as well as data on past GHG emissions
etc. (https://recruit-holdings.com/en/sustainability/data/).
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 30
Our Policies and Actions for Development of Our Organization, Employees and
Workplace
The Company defines strengthening of human capital as the material foundation of its corporate activities, and is working to improve the
working environment and developing human resources to enhance its corporate value sustainably.
Governance
Human capital governance is a top priority for the Company, focusing on designing effective group-wide structures, ensuring smooth
succession planning for key
positions and fostering a positive work culture to achieve inclusion & belonging. The Board of Directors, in
consultation with the Nomination and Governance Committee, makes decisions about the key group's structure and personnel to align
with the Company’s management strategy. The CEO chairs the Human Resources Development Committee which reviews the progress
on key personnel succession by each Strategic Business Unit (SBU), including top management positions in major business areas. The
Committee defines job requirements, identifies required human resources, shortlists candidates for various timeframes, evaluates their
strengths and weaknesses and develops training plans. The Committee conducts an annual progress check on the development status
to accelerate these efforts. For more information on employee measures, please refer to Our Policy and Actions for Sustainability as a
Whole, Strategy, (b) Material Foundation for Corporate Activities. For the status of its employees, please refer to Company Overview,
Employees, Demographics.
Director, Executive Vice President and COO responsible for human resources and human capital reports to the Board of Directors on
organizational personnel plans, including risk assessments and
opportunities related to human capital and plans to address them. Under
the Executive Vice President's supervision, a dedicated department will be established to address optimal group-wide structural and
personnel issues that align with the Company’s business strategies. The department will oversee succession planning for key positions
and promote initiatives that foster a positive corporate culture focused on promoting inclusion & belonging.
Group-wide Structure to Strengthen Human Capital Development
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 31
Risk Management
The Human Resource Development Committee is responsible for overseeing and addressing medium- to long-term human capital risks
and opportunities. It conducts detailed discussions on organizational personnel plans including potential risk mitigation and opportunity
acquisition measures and reports the results of these discussions to the Board. Risks related to human capital are reported to the Board
of
Directors before being integrated into the Group risk management process to be centrally and comprehensively evaluated and
managed by the Risk Management Committee.
Strategies, Metrics and Goals
The success of each business primarily depends on the strong alignment of the business model and strategy with the human capital and
organizational strategy, in addition to designing the Group's core organization, proceeding succession of key positions, and governing
the policy to increase inclusion & belonging. Accordingly, the Company has delegated major authority over organizational human
resources to each SBU to strengthen the link between human capital and business. While each SBU has established its own human
capital indicators and goals based on what is critical to the success of its business, the Company has also established group-wide
indicators and goals to accelerate its efforts to foster a positive corporate culture focused on promoting inclusion & belonging, which it
considers the highest priority for the Group.
a. Maximize the curiosity and passion of its employee base
One of the Company’s core values is to “Bet on Passion,” a concept centered around respecting individual differences. An employee
base with various talents has been the source of the Company’s value
creation since its foundation and betting on people’s passion
and ideas fueled by their curiosity is its competitive advantage. Therefore, the Company will continue to focus on encouraging
self-motivation, personal curiosity and passion, by enhancing its internal environment.
As a basic premise, the Company strives to prevent discrimination and human rights infringements based on class, race, color, sex,
language, religion, gender, age, political or other opinion, national or social origin, nationality, property, sexual orientation, gender
identity, disability, birth or other status through the “Recruit Group Human Rights Policy.” The Company further seeks to promote equal
opportunities for all and respect for each individual’s own way of living and working. And while the Company is working to elevate
inclusion & belonging in each country, region and throughout its operations, it aims to accelerate its initiatives for gender parity by
setting group-wide metrics and goals as part of its corporate strategy. The Board of Directors discusses and monitors the progress of
these goals based on discussions of the Sustainability Committee. Refer to Our Policy and Actions for Sustainability as a Whole,
Strategies, Metrics
and Goals, Sustainability Goals - Social for indicators and goals. For more information on its employees, refer to
Company Overview, Employees, Demographics.
The Company continuously fosters an organizational culture that maximizes the intrinsic motives of individuals as part of its
investment in human capital and intellectual property. For example, the Company and its respective main subsidiaries around the
world conduct employee engagement surveys of all employees, so that the Company can understand the issues it needs to solve to
improve employee engagement and what initiatives the Company needs to strengthen its corporate culture.
See below for its SBU initiatives to foster organizational culture.
HR Technology SBU
HR Technology SBU operates a global job platform, utilizing its extensive data and technology resources to optimize job search and
recruitment processes. To thrive in this business, attracting talented individuals, including engineers from around the world and
fostering their medium- to long-term goals to enhance the enterprise's value is crucial.
Therefore, starting in 2021, the SBU implemented an Employee Stock Ownership Plan Trust (ESOP) for executives and employees.
This initiative aims to ensure its recruiting competitiveness remains on par with globally operating technology companies listed on
stock exchanges and to incentivize the employees to contribute to the long-term growth of the Company. Indeed also provides
various
training programs to help employees drive their performance, innovation, and career growth. “Indeed Skills Academy” is a learning
platform designed to foster a culture of continuous learning. Through the platform, employees can learn from their peers and subject
matter experts across various fields through cohort expeditions, a community-based learning option, or in a self-paced environment.
“Boost Apprenticeship Program” gives non-technical employees pathways to engineering roles through skill training.
Furthermore, Indeed utilizes employee data to enhance the overall employee experience throughout their journey with the company,
from recruitment to retirement. It also collaborates with Inclusion Business Resource Groups (IBRGs) which are employee-led groups
dedicated to addressing cross-company issues to improve the experiences of employees from a variety of minority groups.
To allow various work styles, Indeed has implemented different systems and mechanisms to promote employee well-being, work-life
balance and overall health. For instance, it has introduced an open paid leave system that allows employees to take additional paid
time off as needed. The SBU also prioritizes creating a comfortable work environment by providing ergonomic equipment for remote
working and offering fitness facilities within its office space.
Staffing SBU
Staffing SBU aims to provide job seekers with employment opportunities, offer flexible labor services to corporate clients and maintain
stable operations
across various countries, regions and industries. The SBU strives to achieve this by continuously enhancing and
maintaining adjusted EBITDA margins. To successfully maximize adjusted EBITDA margins in each region and market it operates in, it
is crucial to be agile and efficient in decision-making.
To accomplish this, the SBU has implemented a "unit management" approach within its subsidiaries. Under the system, the leaders of
each unit are granted the authority to operate their respective units as if they were independent companies. This approach promotes a
sense of ownership among the responsible individuals and facilitates prompt and high-quality decision-making. Through this
management framework, employees are empowered with the autonomy to make decisions that impact results, allowing them to
enhance their leadership and decision-making skills. This instills high motivation and a sense of responsibility in the workforce.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 32
The SBU places great emphasis on having various talents within its decision-making boards. To ensure variety, it has implemented a
succession planning process for key positions that prioritizes having a candidate pool with various attributes before discussing hiring
and appointments.
Furthermore, the SBU has introduced a global mentoring system to nurture various types of leaders across different organizations,
transcending company and country boundaries. It has implemented engagement surveys at major subsidiaries in various countries
and regions to monitor employee engagement and continuously improve its organizational culture. These surveys serve as fixed
points for assessing employee engagement and facilitate a cycle of continuous improvement.
Marketing Matching Technologies SBU
Marketing Matching Technologies SBU operates an online platform for sales promotion and SaaS solutions, primarily in the Japanese
market. To ensure the success of these businesses, it is crucial to develop products and services that meet market needs and foster
an environment that encourages employees to contribute their ideas and passions. Additionally, maximizing the power of teamwork by
bringing individuals together who continuously evolve is essential.
To this end, the SBU has established a Mission Grades evaluation structure based on the fundamental principle that "people are the
source of value." This system determines roles and rewards for employees, irrespective of their age, year of entry or experience. The
SBU also utilizes a Will-Can-Must management method that connects employees' aspirations with improving their competence
through the execution of work. The Talent Development Committee discusses how the organization as a whole can provide
opportunities for each
employee to grow. Moreover, the SBU has implemented an organization-wide "Career Web System" that
enables employees to pursue job opportunities within its organization by expressing their interest, and the "Ring" program allows
employees to create new businesses based on the needs of the society they identify with. Through these initiatives, the SBU fosters
the autonomous growth of both employees and the organization. Furthermore, the "FORUM" platform facilitates sharing of innovative
work and knowledge among employees.
Additionally, the SBU strives to acquire and develop human resources aligned with its business strategy by establishing specific
requirements for each position. Whether mid-career or new graduate hiring, the SBU assesses individuals based on their aspirations,
skills, and experience within categories such as business growth, product growth, engineering, data specialist, design and finance.
Once employees join the company, it supports their development through a combination of on-the-job training that includes job
placements and assignments to enhance their skills, as well as off-the-job training. IT boot camp training for product developers and
transition training to facilitate smooth role changes are provided for employees.
The SBU has embraced a concept called "CO-EN (Park)," which aims to create a space where individual curiosity and passion
become the starting point for
collaboration and co-creation beyond company boundaries, that connects to value creation. To realize
this, the SBU provides a flexible environment to cater to the needs of various work styles, so individuals and teams can work
autonomously and productively, and to maximize their creativity. This includes allowing members to have secondary or concurrent jobs
and providing opportunities of rehire to those who have previously left the Company.
Since 2006, the SBU has been actively developing systems and support structures to enhance the working experience of each
employee by establishing a specialized employee inclusion team. Starting in 2021, it is also focusing on improving job satisfaction to
promote the activities of each individual. As a first step, the SBU set a gender balance goal for managerial positions, and started its
initiative by clarifying requirements for managerial positions previously based on tacit understanding. This effort has led to an increase
in the number of men candidates alongside women candidates, signifying a positive evolution in the SBU’s management landscape.
Additionally, the SBU is intensifying its efforts to strengthen the human capital by visualizing it through various employee data,
including engagement surveys.
b. Continuous Organizational Transformation for Prioritizing Social Value
The Company has always aimed to "Wow the World" and address pressing issues in society by creating innovative products and
services. To continue to achieve this, the Company is constantly transforming its organization to adapt to changes in the market
environment. The ability to drive transformation is a crucial skill for all members of the Board of Directors, regardless of whether they
are internal or external, as it strengthens the Company’s value creation cycle starting with its workforce and enables it to remain
agile in the face of challenges. For more information on the required skills for the Board of Directors, refer to Corporate Governance,
Corporate Governance Overview of this document. For indicators and goals, refer to Our Policy and Actions for Sustainability as a
Whole, Metrics and Targets, Governance.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 33
Recruit Group Value Creation Cycle
For more detailed information on the Company's human capital, refer to the "Human Capital Management" section of Recruit Group
Profile. Additionally, for specific data and detailed measures related to human capital, please refer to the "Human Capital" chapter in the
“Social” section of the ESG Data Book .
Recruit Group Profile
https://recruit-holdings.com/files/sustainability/data/Recruit_insideout2024_en.pdf #page=3 3
ESG Data Book ( Scheduled to be renewed twice a year, in July 2025 and January 2026)
https://recruit-holdings.com/en/sustainability/data/
Risk Factors
Risk Management Structure
Internal Regulations for Risk Management
The holding
company considers risk management to be a key priority to ensure the continuity and stable development of our businesses
and endeavor to take an active approach to risk management across our operations. The holding company has established the Recruit
Group Risk Management Regulations, which provide a comprehensive risk management structure and reporting system for the entire
group, and the Recruit Group Escalation Bylaws, which aim to achieve prompt reporting and information sharing related to major issues
within the Company.
Risk Management Committee
The Holding Company established the Risk Management Committee, which serves as an advisory body to the Board of Directors, with
Senior Vice Presidents as members. The Committee monitors the status of each of the SBU risk management functions, and engages
in comprehensive discussions concerning the risks affecting the Company based on a group-wide risk map addressing the risk items of
the Company including each SBU. The Risk Management Committee then selects the high-priority risks of the Company and
implements appropriate countermeasures including monitoring policies .
Risk Management Structure in the Holding Company and Each SBU
The holding company has established the position of Director in charge of the
Risk Management Division, and this Director also serves
as our Executive Vice President. Because The holding company believes that the viewpoints and perspectives appropriate for
responding to such risks differ between Japan and overseas markets, The holding company has assigned separate Senior Vice
President s in charge of Japan (Risk Management Japan) and overseas (Risk Management International) matters to serve under the
Risk Management Division of Recruit Holdings with the aim of responding to the high-priority risks applicable to each relevant region in a
manner that is appropriate to the characteristics of such region.
The department in charge of risk management shares information and collaborates with our Internal Audit Department in a timely
manner so that our Internal Audit Department can efficiently conduct operational audits of the status of responses to high-priority risks of
the Company.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 34
Risk management structure of each SBU is as follows.
a. Subsidiaries of each SBU are required to carry out risk management functions by identifying relevant risks, assessing materiality
of such risks, and implementing countermeasures in response to such risks. The SBU Headquarters of each SBU appoints
personnel responsible for risk management within the SBU with the task of overseeing the risk management function of the
SBU
and monitoring the risk management status related to the business of the SBU including its subsidiaries.
b. The SBU Risk Management Committee convenes on a semi-annual basis in order to assess and discuss the risks concerning
the businesses operated under the SBU, determine high-priority risks relevant to the SBU and implement countermeasures, and
monitor the risk management status of such risks. The Executive Vice President and Director in charge of the Risk Management
Division of Recruit Holdings also participates in the SBU Risk Management Committee meetings to oversee the status of risk
management functions in each SBU.
As announced in “Recruit Holdings Announces Changes in Group Governance Structure” as of September 9, 2024, starting from fiscal
year ended March 31 2026, the Company is taking yet another step forward to accelerate the progress in achieving its “Simplify Hiring”
strategy by bringing together HR Technology SBU and HR Solutions business of Matching & Solutions SBU, which will be operated
together under HR Technology SBU. As a result, while the risk management system of the HR Solutions business of Matching &
Solutions SBU shall be transferred to HR Tech SBU, each SBU
will be responsible for its own risk management, and the risk
management structure described will remain unchanged.
The Risk Management Division of the Holding Company, which oversees the secretariat of the Risk Management Committee, regularly
reports on risk management activities to our Board of Directors, and has established a structure and reporting system that enables the
Board of Directors to properly monitor the status of risks affecting the Company and the countermeasures in response to such risks.
Our Risk Management Structure
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 35
High-Priority Risks and Key Countermeasures
Among the risks that may affect the Company's financial condition, results of operations and cash flows, the high-priority risks that the
Directors and Senior Vice President s perceive to be of particular importance and require countermeasures are as follows.
For a detailed explanation of risks associated with Data Security and Data Privacy, which is identified as one of the high-priority risks
below, please refer to "The Company may be subject to liability and regulatory action or suffer reputational damage if the Company is
unable to maintain the security and the privacy of its data or maintain effective policies and procedures for the storage, management,
usage and protection of personal, confidential or sensitive information. " under the caption "Risks Related to the Company’s Business"
below.
High-priority Risks
Risks associated with Data Security and Data Privacy
Risk Awareness
The Company acquires, manages, and utilizes personal information, including the information of a large number of individual
users, in each of our SBUs. We believe it is our obligation not only to comply with the laws of each area and country, but also to
respect and protect the privacy of individual users in conformity with the expectations of society.
In the unlikely event of an incident involving personal information, this may not only cause great inconvenience to individual
users, but we may suffer from a loss in the value and reputation of our brand and confidence in our services from our individual
users. We are also aware that we may be subject to business suspension orders,
fines and other sanctions by the authorities, as
well as lawsuits filed by individual users or business clients, which could seriously harm the Company's operating results.
For this reason, the Risk Management Committee of Recruit Holdings and the Risk Management Committee of each SBU
recognize that data security and data privacy are high-priority risks and continue to implement appropriate measures.
Key Countermeasures
1
Depending on the importance of the data or information in our possession, as well as the characteristics of the data or
information to be protected, we have established structures and reporting systems, and measures necessary for each country
and area's laws and regulations. For example, we monitor for unauthorized access, detect and block computer viruses,
preserve communications and access records that may be used for investigations, and conduct periodic vulnerability tests.
Risks That May Affect the Company's Financial Condition, Results of Operations
and Cash Flows
The Company is subject to a number of risks and uncertainties, including but not limited to those described below. Our business, results
of operations, financial condition and cash flows could be materially and adversely affected by any such risks and uncertainties.
The following contains forward-looking statements, which reflect the Company's assumptions, estimates and outlook for the future
based on the Company's plans and expectations as of March 31, 2025 unless the context otherwise indicates.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 36
Countermeasures relevant to International
In order to meet industry requirements with regard to data privacy, we have established standards for responding to the laws
and regulations in each jurisdiction, such as the GDPR in Europe, CCPA in the State of California, United States, and others.
With regard to data security, we have established reference standards such as NIST, ISOs, and
CIS20, according to the
business and risk characteristics of each SBU.
Countermeasures relevant to Japan
With regard to data privacy, we have established a “Personal Data Policy” and established a privacy center. With regard to data
security, we have established dedicated security departments, such as Recruit-CSIRT, to detect damage at an early stage,
implement measures to minimize such damage and prevent data breaches.
The Company is proceeding with the implementation of the above measures upon consideration of the necessity of such measures
as well as the order of priority of implementing various measures with respect to each subsidiary within the Company.
1 Here, the Company describes the key countermeasures that the Company believes to be effective, as of the date of this
document, in mitigating the anticipated impact of our high-priority risks on the performance of our businesses. However, it is
possible that such countermeasures may not be effective due to a number of reasons, including information leakage caused
by human error or voluntary acts by the Company’s personnel or other parties, or failure of one of our on-line products to
perform as anticipated. In addition, even if such countermeasures are appropriately implemented, there is no guarantee that
the risks affecting the Company’s businesses will be eliminated. Furthermore,
it is possible that the significance or nature of
the risks the Company faces may change or that the effectiveness of our measures to address such risks may decrease due
to amendments to existing laws and regulations or the introduction of new laws and regulations concerning the handling of
personal information in the future, the development of new methods of unauthorized access or computer viruses or other
factors.
Summary
Risks Related to the Company’s Business
1. The Company’s results of operations could be adversely affected by negative economic, social and geopolitical
conditions in the Company’s main operating markets and globally.
2. Competition in the various industries in which the Company operates could reduce its profitability or result in a
decrease in its market share.
3. The Company may be unable to innovate and adapt with sufficient speed to meet the rapidly changing needs and
preferences of its individual users and business clients.
4. The Company must rapidly advance its technological capabilities.
5. The Company may not succeed in executing its business strategies, and its estimate of the scope and size of its
total addressable market may not be correct.
6. The Company’s past and future acquisitions, joint ventures and strategic alliances could fail to deliver the
anticipated benefits or otherwise have an adverse effect on the Company’s businesses and results of operations.
7. The Company’s expansive global operations expose it to various risks and challenges.
8. The Company’s inability to attract and retain qualified employees and maintain a positive work environment for its
employees could harm its business and inhibit its ability to operate, grow and achieve innovation successfully.
9. The Company may be subject to liability and regulatory action or suffer reputational damage if the Company is
unable to maintain the security and the privacy of its data or maintain effective policies and procedures for the
storage, management, usage and protection of personal, confidential or sensitive information.
10. Information technology systems are a critical part of the Company’s operations and any cyberattacks, systems
failures or other disruptions affecting these systems could have an adverse effect on its business.
11. The Company’s software applications may contain defects.
12. The Company’s businesses are subject to various laws and regulations.
13. The Company may be subject to legal and arbitration proceedings and litigation, which could be costly and could
materially and adversely affect its brands, reputation, business and results of operations.
14. Our reputation and those of our brands are important to our success, and any damage to them could materially
and adversely affect our business, financial condition and results of operations.
15. The Company relies on third-party service providers, such as search engine platforms, data center providers,
payment providers, sales agents and Internet service providers in various areas of its business.
16. The Company’s advertising, sales and marketing efforts may be ineffective, may lead to increased costs and may
negatively affect its revenue and margins.
17. The Company’s business operations are exposed to natural disasters, terrorism, pandemics, calamities or other
factors.
18. Any impairment of the Company’s non-current assets, including goodwill and intangible assets, or fluctuations in
the value of its securities holdings, could adversely affect its results of operations or financial condition.
19. The Company may have additional tax liabilities.
20. Fluctuations in currency exchange rates could materially and adversely affect the Company’s business, financial
condition and results of operations.
21. The Company relies on borrowings to finance its operations, and factors such as increases in interest rates for its
borrowings could materially and adversely affect us.
22. The Company’s operating results may fluctuate, which makes its results difficult to predict and could cause its
results to fall short of expectations.
23. The Company’s stock price may be volatile or difficult to predict due to fluctuations in its operating results or other
factors.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 37
Detailed Description
1. The Company’s results of operations could be adversely affected by negative economic, social and geopolitical conditions
in the Company’s main operating markets and globally.
The performance of the Company’s businesses is generally sensitive to economic, social and geopolitical conditions in its main
operating markets, including Japan, the United States, Europe and Australia, as well as global economic conditions more generally.
The Company operates its businesses through each of its three SBUs: HR Technology, Matching & Solutions and Staffing. In
the
Company’s HR Matching business (which includes the HR Solutions in the Matching and Solutions that has been transferred to HR
Technology as of April 1 2025), the results of its operations are sensitive to negative developments in the labor and employment
market resulting from economic downturns or uncertainty. In times of negative economic conditions, employers may reduce spending
on job advertising and other job placement and staffing services or reduce hiring employees or temporary staff due to cost cutting
initiatives or increased access to qualified job seekers without the use of advertising or other third-party services. Any such reduction
in spending or hiring by employers would in turn reduce demand for the Company’s HR Matching business.
In addition, in the Company’s Marketing Solutions in its Matching & Solutions segment, adverse
economic conditions may affect its
business clients’ demand for its services due to reduction in advertising expenditures and other cost reduction initiatives or changes in
consumer spending activity that negatively affect their businesses. Negative economic trends also typically result in lower sales and
downward competitive pressure on the pricing of the Company’s services across its businesses, and the Company may be unable to
reduce selling and administrative expenses without negatively impacting its market presence, quality of service, infrastructure or
capacity to respond to future increases in demand for its services. As a result, the Company’s results of operations have historically
been negatively impacted by economic downturns.
The outlook for the economy in the Company’s main operating markets remains highly uncertain and could be adversely affected by a
range of economic, social and geopolitical developments.
In addition, with respect to Japan, the economic environment continues to be challenging due to a number of other factors, including
rapid inflation in recent periods, changes in monetary policy including the end of the Bank of Japan’s long-standing negative interest
rate regime in March 2024 and longer-term challenges
surrounding the impact of unfavorable demographic trends such as the
declining birthrate and the decline and aging of the overall population. Additionally, political and economic tension between the United
States and China poses challenges. Also, the changes in the United States tariffs, immigration policy and DEI policy after the recent
change in administration creates uncertainty . Any of these regional factors as well as factors outside of the Company’s main operating
markets, including the impact of the prolonged military conflict between Russia and Ukraine and related international sanctions
imposed on Russia, which have caused significant increases in energy prices, volatility in financial markets and other disruptions, as
well as uncertainties in the economic outlook in China and the potential escalation of geopolitical risks associated with the Middle
East, including the situation in Palestine, Taiwan and North Korea, could impact the regional economy and the global economy more
generally.
For HR Technology, as a result of increasing interest rates in the United States and widespread layoffs in the technology sector, there
are concerns
among business clients of an economic downturn, which has resulted in a decrease in hiring activities and a return to a
more historically normal balance between labor supply and demand. Similar trends are seen in many regions outside the U.S., and if
this trend continues, there is a possibility that job advertising revenue in HR Technology could be adversely impacted for a long period
of time.
The Matching & Solutions segment comprises HR Solutions and Marketing Solutions which mainly operate in Japan. In HR solutions,
if there is a decline in demand for hiring by business clients, it could have a negative impact on revenue.
Marketing Solutions, may be impacted by changes in demand if fundamental societal shifts in attitudes towards travel, dining or
wedding ceremonies occur. Revenue may decline to the extent business clients temporarily suspend spending on advertising or
choose lower priced advertising packages as a result of the weak business environment, which may impact the Company’s business
results.
The Staffing segment comprises Japan and Europe, US, and Australia. For Japan, the demand for temporary staff increased in the
fiscal year ended March 31, 2025. On the other hand, in
Europe, US, and Australia, demand for temporary workers is declining due to
uncertain economic conditions. If this trend continues or a similar trend is seen in Japan, revenue of the Staffing segment may decline
and this may have an impact on the Company’s business results.
If demand for the Company's services declines due to stagnant or worsening economic conditions or the spread of infectious
diseases, the Company's business performance may be adversely impacted.
2. Competition in the various industries in which the Company operates could reduce its profitability or result in a decrease in
its market share.
The markets in which the Company operates are highly competitive, and competition has generally intensified in recent years across
its businesses. In particular, certain of the Company’s operating markets have relatively low barriers to entry, which enables new
competitors, including those operating in different industries, to enter these markets relatively easily.
In addition, the Company’s ability to keep pace with increasingly rapid advances in technology is also a key competitive factor in many
of its businesses. If the Company fails to adapt to changes in technology or if its competitors develop more advanced technologies
than those of the Company, its competitive position and market share could be
materially and adversely impacted. The Company may
be unable to maintain its competitive position in its operating markets by relying on the strength of its brands, its ability to navigate
current laws and regulations, financial resources and individual user and business client bases or other competitive advantages.
The Company’s current and potential competitors include large global technology companies, including platform businesses, and a
variety of global and regional companies operating in one or more of its target markets. These companies may have more advanced
technological resources, more compelling business models, greater financial resources, more competitive pricing or ability to provide
such pricing, greater global or regional brand awareness, larger user bases, stronger relationships with business clients, greater
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 38
access to potential employees, temporary staff and other personnel or superior service, sales, marketing and other resources than the
Company has.
Market shares, particularly in Internet-based services in the Company’s HR Technology and Matching & Solutions segments, have in
the past been subject to significant shifts from time to time due to the relative ease for individual users to switch to other services. As a
result, the Company’s ability to compete effectively depends on its ability to achieve continued innovation and to improve the
functionality of existing services and introduce compelling new services in order to effectively respond to the evolving needs and
preferences of individual users and business clients.
If the Company fails to keep providing services that gain market acceptance among individual users and business clients and are
differentiated from services provided by its competitors, the Company’s competitive position and market share could be materially
harmed.
The Company’s Matching & Solutions segment has a strong market position and has achieved the top market share in terms of
revenue for many of its core businesses in Japan, which may make future growth for these businesses more challenging relative to
other businesses. If the Company is unable to convince its business clients to maintain or increase their spending with it or if the
Company is unable to expand its client base, the Company may not be able to continue to grow these businesses. Even if the
Company is able to maintain and further increase its market share, the Company’s margins may decrease if the Company is forced to
undertake additional advertising and marketing expenditures, lower its pricing for existing services or introduce new services with
lower profitability to do so.
3. The Company may be unable to innovate and adapt with sufficient speed to meet the rapidly changing
needs and
preferences of its individual users and business clients.
The Company’s business model depends on its ability to offer individual users and business clients services that meet their respective
needs and preferences. Accordingly, maintaining the Company’s competitive position and market share requires that the Company
adapt quickly to changes in such needs and preferences.
For example, increased use of the Internet, social network platforms, mobile devices and other new technologies, such as video
conferencing and voice activated speakers, has resulted in information being available more rapidly in real time while new
technologies have made it relatively easy for new entrants to build user bases relatively quickly without significant investment. In
particular, the Company’s ability to offer effective mobile applications that provide individual users with an appealing, easy-to-use
mobile experience is an increasingly important factor in maintaining and growing its individual user base and direct user traffic for
many of its online services. These and other changes in technology and user behavior have in turn resulted in changes in the needs of
the Company’s business clients.
The Company must invest significant resources to continually enhance and improve its existing services and to introduce new and
innovative features and services that are compelling to individual users and business clients and respond effectively to rapidly evolving
technology and the way it is used or implemented by individual users or business clients. If the Company is unable to accurately
identify and understand the changes in the needs of its individual users and business clients, including the appropriate balance
between such changes in the needs and interests of its individual users and business clients, or if the Company fails to improve or
develop its products and services to meet the needs of its individual users or business clients and predict or respond to technological
changes in a timely and cost effective manner before its competitors, the Company’s individual users and business clients may
discontinue use of its products and services.
The Company’s businesses are also affected by changes in business client preferences and how and to what extent business clients
choose to use its services.
A substantial portion of the Company’s revenue is generated from business clients advertising on the Company’s online platforms in
its HR
Technology and Matching & Solutions segments. For certain services, the Company provides more flexible arrangements to
meet the needs of business clients including SMEs, and contracts with such business clients are sometimes in the form of relatively
short-term advertising arrangements. These short-term arrangements may expose the Company to the risk that its business clients
may switch their advertising to competing platforms or reduce the amount of their spending on the Company’s platforms, or may not
continue to do business with the Company entirely.
In addition, the Company’s business clients could decide to reduce or eliminate the budgets they are willing to commit to it if the
Company does not provide effective advertising solutions, or if they do not believe that their investment
in advertising with it will
generate a competitive return relative to other alternatives.
Individual user preferences may change in a manner that increases the Company’s costs, such as expenditures required for
development of new features or services or increased expectations for user perks or other programs that result in additional costs.
In addition, initiatives taken to respond to rapid changes in individual user needs or preferences can reduce the profitability of the
Company’s existing services and business models, and there is no assurance that the Company will be able to adjust its business
models, including maintaining the appropriate balance between the needs and interests of its individual users and business clients, or
develop new business models that allow it to maintain profitability.
4. The Company must rapidly advance its technological capabilities.
The markets in which the Company competes are characterized by rapidly changing technologies, which in turn impact individual user
and business client demands and the competitive environment more generally. The Company accordingly believes it is critical to
continuously invest in and improve its technological capabilities, the functionality of its system infrastructure and the reliability of its
products and systems in response to technological innovation.
In addition, because many of the Company’s services are provided over the Internet, the Company needs to continuously modify and
enhance its platform to keep pace with
changes in Internet-related hardware, software, communications and database technologies
and standards. If the Company is unable to respond in a timely and cost-effective manner to these rapid technological developments
and changes in standards, the Company’s platform may become less marketable, less competitive, or obsolete, and its operating
results will be harmed. In addition, the Company may be required to make significant investments in order to advance its technological
capabilities, which could in turn impact its profitability.
Developing new technology presents significant technical and business challenges and risks, including the following:
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Business Overview | 39
- the Company may invest in technologies or uses of technology that ultimately fail to deliver the benefits the Company anticipates
or become obsolete by the time they are launched or fully implemented;
- the Company must attract, train and retain highly skilled engineers and managers in order to build, maintain and expand its
information technology services and achieve innovation, and these engineers and managers may be difficult
to recruit and
expensive to retain;
- the number of different types of mobile devices in use, or the applicable technical standards, could further diversify including as
the result of the adoption of 6G mobile technology across the Company’s operating markets, substantially increasing its product
development and modification costs, and the Company may be unsuccessful in developing appealing products for these devices;
- the Company may fail to maintain or update its technological infrastructure, products and systems to rapidly changing industry or
technical standards;
- the cost of upgrading the Company’s technology or implementing and operating new technology may be substantial and such
upgrades or implementations may not be cost effective;
- any upgrades to the Company’s technology and infrastructure may not achieve the desired results or may otherwise prove
ineffective;
- the Company may face competition from businesses that have implemented new technology faster than it or make better use of
such technology than the Company does;
- products and services incorporating new technology such as AI and machine learning may contain bugs, defects or other design
flaws; and
- the continuous development of new devices and technologies such as AI and machine learning makes it difficult to predict future
trends in the areas in which the Company operates.
5. The
Company may not succeed in executing its business strategies, and its estimate of the scope and size of its total
addressable market may not be correct.
In order to achieve further growth of the Company’s business, the Company has adopted a number of business strategies as well as
its long-term strategic objectives for each of its operating segments. The Company’s business strategies entail achieving
sustainable growth through the development of a broad, geographically diverse portfolio of businesses and calls for the expansion of
existing businesses along with entry into and development of new businesses, in part through prudent use of strategic alliances and
acquisitions. Furthermore, the Company’s strategies may not be effective, or the Company may be forced to change its strategies in
the future due to any number of factors.
The Company has established a number of strategies for each of its operating segments that the Company believes will allow it to
achieve long-term revenue and profit growth. However, each of these strategies is subject to a number of risks and uncertainties,
including the following:
HR Technology SBU
In the Company’s HR Technology segment, the Company intends
to pursue continued growth in its online job advertising
business including through the Indeed and Glassdoor hiring platforms, while expanding its capabilities through continued growth
investments including acquisitions. However, the Company’s ability to achieve growth may be largely impacted by developments
in overall economic and labor market conditions.
In addition to these external factors, revenue growth may also depend on the Company’s ability to grow its user and customer
base, increase the number of sponsored jobs as well as prices for its hiring services as it automates more of the recruiting
process for its customers. Revenue growth of the HR Technology segment will also depend on its ability to capture a larger
share of the HR Matching market.
In addition, the Company’s recruitment automation solutions may not grow at the pace the Company currently anticipates due to
a variety of factors, such as business clients’ being less willing to adopt recruitment automation than the Company expects.
Also, the Company may fail to capitalize on anticipated market opportunities for a variety of reasons, such as its failure to adapt
to new technologies, changes in the needs of individual users and business clients in the employment market and the constantly
evolving regulatory and
competitive landscape. As a result, there is no assurance that the Company will be able to achieve
growth to the extent the Company expects or at all, or that its investments will achieve the expected benefits.
Matching & Solutions SBU
In the Company’s Marketing Solutions, the Company operates its online platforms as well as SaaS solutions targeting SMEs for
its Marketing Solutions businesses. The Company may be unable to grow its business in this segment if SMEs do not adopt its
SaaS solutions including Air BusinessTools or its online platforms to the extent or within the timeframe the Company expects, or
if the Company is required to incur significant costs to acquire new clients, whether due to the Company’s failure in effectively
acquiring new individual users or SMEs as business clients or the Company’s services
being less attractive or innovative than
those offered by its competitors.
HR Solutions in Matching & Solutions SBU was transferred to HR Technology SBU on April 1, 2025.
Staffing SBU
In the Company’s Staffing segment, the Company intends to focus on improving profitability across its global operations.
However, the Company may experience decreases in profitability, or be unable to achieve improvements in profitability to the
extent the Company expects due to the tightening of regulations in any of its major operating environments, or other factors.
The Company also intends to invest in expanding its presence in the market for its HR Matching business. While the Company’s HR
Matching business currently operates in the online job advertising market through its HR Technology SBU (which includes the HR
Solutions in the Matching and Solutions that has been transferred to HR Technology as of April 1 2025) and Staffing SBU, the
Company also intends to continue expanding technology-driven solutions from its HR Technology segment that offer different pricing
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Business Overview | 40
models and create cost efficiencies through automation of traditional human-driven processes in the direct hire, retained search,
internal recruitment automation, and temporary staffing markets.
However, there can be no assurance that the Company will be able to successfully develop and introduce such solutions or that its
solutions will gain market acceptance, and the Company may be unable to achieve a return on its
investments in these new
solutions. Moreover, although the Company has a long-term vision of offering cloud-based and agentic AI recruitment automation
solutions that connect job seekers and employers without traditional human-driven processes, there is no assurance that the
Company will be able to realize this vision due to a number of factors, including its failure to develop effective solutions or the lack of
demand for such solutions materializing or regulatory restrictions. In addition, even if the Company is successful, such development
may also result in a reduction in the profitability of its existing traditional businesses.
In assessing its market opportunities, the Company estimates the total addressable market for its businesses based in part on
third-party data and in part on its own market research and assumptions. However, there can be no assurance that any estimates of
the Company’s total addressable market are accurate indications of its actual growth opportunities. In particular, certain of the
Company’s targeted markets, such as the internal recruitment automation market, are in the early stages of development, which
makes the opportunities in these markets inherently difficult to estimate. As a result,
the growth opportunities of the Company’s
businesses may be less than expected, and the Company may misallocate resources in pursuing such growth opportunities.
As the Company expands its existing services or launches new ones, the Company may face intense competition, greater than
expected costs in establishing or expanding services and hiring and training the necessary personnel, difficulties predicting market
and individual user and business client trends and the performance of its new businesses, returns from new initiatives that are
smaller than expected or slower to materialize, unanticipated costs and difficulties, or other challenges that prevent it from
successfully realizing its business goals.
On the other hand, it is also possible that the Company may need to exit from existing businesses or withdraw from planned
investments or expansions if the Company determines that such business would not yield the desired impact or the growth potential
of such business could not justify the required investment outlay. In these cases, such an exit or withdrawal may cause the
Company to incur substantial costs and its business, financial condition and results of operations could be materially and adversely
affected.
6. The Company’s past and future acquisitions,
joint ventures and strategic alliances could fail to deliver the anticipated
benefits or otherwise have an adverse effect on the Company’s businesses and results of operations.
As part of the Company’s business strategy, the Company has actively engaged in acquisitions, minority investments, joint ventures
and other strategic alliances with third parties primarily to expand its businesses globally, acquiring new users, to expand its product
and service offerings and acquiring related technologies. For example, the Company acquired Glassdoor, Inc. in June 2018 in order
to expand and strengthen its HR Technology segment. The Company intends to continue to pursue acquisitions and other strategic
investments or alliances in the future if attractive opportunities, as determined by the Company, emerge.
Acquisitions, strategic investments and alliances entail a number of risks, including, among others:
- expenses incurred and difficulties in integrating or assimilating the operations, technology, personnel and culture of acquired
businesses;
- the inability to realize the synergy effects, such as technological development, expansion of individual user traffic and business
client base or cost reductions, that were anticipated in connection with the transaction;
- the difficulty in ensuring that an acquisition reaches its required regulatory compliance standards;
- the potential disruption of, and the distraction of management from, the Company’s regular business operations;
- difficulties and substantial costs in connection with retaining the individual users, business clients, key management or
employees of an acquired company;
- the possibility that strategic alliance partners could later become competitors and utilize the know-how and business relationships
they developed or acquired while in partnership with the Company;
- the failure to ensure that the companies acquired operate in accordance with the Company’s regulatory compliance standards;
-
with respect to foreign acquisitions and global expansion, uncertainty regarding, and changes in, foreign laws and regulations,
local restrictions on foreign investments and challenges with respect to different employee/employer relationships, labor
conditions, existence of workers’ councils and labor unions, cultural, linguistic or operational differences and additional risks
arising from the local and regional social, political, regulatory and economic environment;
- the possibility of overestimating the value of an acquired company, underestimating its legal or contingent liabilities or receiving
insufficient indemnification of liabilities or insufficient escrowed amounts or insurance to secure such indemnities from the seller;
- recording significant goodwill and intangible assets that could be subject to future impairment, as described elsewhere in this
section; and
- incurrence of additional debt in connection with financing acquisitions and investments.
As a result of such risks, the Company may not be able to fully realize the benefits that the Company anticipates from any given
transaction, including increased revenue and profits and other expected strategic benefits, within the expected timeframe or at all.
Furthermore, for strategic reasons, the Company has in the past acquired and may in the future acquire target companies that are
unprofitable, and the consolidation of such target companies into its overall results may materially and adversely affect its
consolidated financial condition and results of operations.
Although the Company conducts due diligence reviews of acquisition targets, there can be no assurance that its due diligence
process will disclose all relevant risks, legal, compliance or regulatory issues, losses and other liabilities or that its assessment of
the target’s risks and liabilities will be accurate. In particular, with respect to acquisitions and investments in the technology sector,
the Company may have difficulty accurately assessing the future viability and growth trajectory of target companies or technologies,
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 41
especially where the relevant technologies are in the early stages of development and still relatively untested or are rapidly evolving
in ways that are difficult to predict. As a result of these uncertainties, technology companies that the Company acquires may not
attain profitability in the timeframe the Company expects or at all, and the Company may be
unable to achieve the expected benefits
from its investment.
The Company may also face uncertainties when the Company acquires companies with a limited operating history or a
management system that requires improvement, which is often the case for early stage companies the Company targets in the
technology sector, including potential compliance issues or liabilities that were not identified in due diligence. Accordingly, such
risks, losses or other liabilities could have an adverse impact on the Company’s business, financial condition and results of
operations.
In addition, in cases where the Company acquires non-controlling interests in entities, the Company may not have the capability to
effectively monitor or exercise control over the management of the entities in which the Company invests or the direction that the
entity will take. As a result, the Company may not be able to cause any companies in which the Company holds non-controlling
interests to implement what the Company views as optimal management policies or strategies that would enable it to achieve the
expected benefits from strategic investments. This could have
an adverse effect on the Company’s business, financial condition and
results of operations. In addition, joint ventures and other strategic alliances could limit the Company’s future flexibility to work with
other potential partners.
While the Company intends to continue to explore future opportunities for acquisitions, business alliances and other strategic
investments, there is no assurance that the Company will be able to correctly identify attractive opportunities. Even if the Company
does correctly identify potential acquisitions, alliances and investments that the Company believes would further its growth strategy,
the Company may be unable to negotiate favorable terms with the target company or otherwise be unable to pursue the opportunity
due to its inability to secure the necessary financing or obtain necessary regulatory approvals or other reasons.
7. The Company’s expansive global operations expose it to various risks and challenges.
The Company has operations in a number of countries and regions including Japan, the United States, Europe and Australia, and
the Company is working to further expand its businesses globally. However, the performance of its operations in any particular
country or region could suffer or might otherwise fail to meet its expectations due to the following factors, among others:
- poor regional or national economic and political conditions that could adversely impact, among other things, the advertising
spend of its business clients;
- difficulties complying with legal or regulatory requirements and oversight by local regulators;
- changes in
legal or regulatory requirements that could impact its operating strategies, access to global markets, hiring, and
profitability;
- differing individual user and business client expectations and preferences;
- lower availability of Internet access and adoption of mobile devices;
- taxation issues;
- difficulties adapting to local market practice or local culture and customs;
- labor disputes or strikes;
- adverse political developments or general political uncertainty;
- linguistic and communication difficulties;
- a worsening of international relations involving any of the countries in which the Company operates;
- seasonal reductions in business activity;
- a higher risk of litigation in certain regions;
- restrictions on share ownership by foreign entities;
- difficulties hiring and retaining highly skilled management personnel, engineers and other staff;
- lower brand name recognition; and
- difficulties in monitoring business the Company conducts across a diverse range of countries and regions.
Unfavorable performance of the Company’s global operations for the above reasons or any other factors would have an adverse
effect on its businesses and results of operations. In addition, the Company’s exposure to the risks discussed above will increase as
its global operations continue to expand.
8. The Company’s inability to attract and retain qualified employees and maintain a positive work environment for its
employees could harm its business and inhibit its ability to operate, grow and achieve innovation successfully.
For the Company’s businesses to be successful, many of its employees must have high levels of technical skill and know-how,
strong client relationships and client management skills, a thorough understanding of relevant markets and other specialized
knowledge, and have a strong drive to innovate, all of which are in high demand in the Company’s industries.
In order for it to remain competitive, grow its businesses and adapt its business models to changing markets, the Company needs to
attract, develop and retain talented personnel in a
number of areas including management, engineering, sales, and other fields and
develop a workforce that brings a wide range of unique backgrounds and perspectives to its businesses. The Company must also
continually train its employees to respond to changes in the market for its products and services and evolving technology.
In addition, the Company must also maintain a positive and safe work environment that provides the necessary support and
flexibility for its employees and temporary staff in its temporary staffing business, including allowing for remote working
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Business Overview | 42
arrangements where necessary. Any failure to maintain a positive working environment could result in the infringement of the civil
rights of such employees or temporary staff, which could harm the Company’s reputation and brands or materially and adversely
affect its business, financial condition and results of operations.
Any failure to hire, train, retain, motivate and manage the required workforce may limit the Company’s growth, damage
its
reputation, negatively affect its financial performance, impede its ability to achieve innovation and otherwise harm its business.
In particular, talented and experienced IT engineers have become increasingly important in the Company’s HR Technology and
Matching & Solutions segments. Due to the Company’s increasing dependence on and the scarcity of such engineers, the
Company’s success going forward depends in part on its ability to continue to recruit, train, develop and retain such personnel,
which could have a negative impact on its profitability if the Company is required to pay higher compensation to secure or retain
qualified personnel.
Further, if the decrease in the working population makes it difficult for the Company’s business to hire and develop human
resources, this may result in the increase of hiring cost and also may have a huge impact on the Company’s hiring strategy.
If the Company loses key personnel, including key members of its management team and engineers, to competitors or at a rate
greater than the Company anticipates, or if the Company has difficulty attracting new, highly talented employees, the Company’s
reputation and its business, financial condition and results of operations could be materially and adversely affected. There is also a
risk that a former employee could utilize knowledge and business relationships developed while employed with it in a competing
business.
9. The Company may be subject to liability and regulatory action or suffer reputational damage if the Company is unable to
maintain the security and the privacy of its data or maintain effective policies and procedures for the storage,
management, usage and protection of personal, confidential or sensitive information.
Due to the nature of the Company’s business operations, and the large number of individual users who utilize its services and
transmit and store personal information through its systems, the Company possesses a substantial amount of personal, confidential
or otherwise sensitive information with respect to current, past or prospective individual users, business clients, and business
partners.
The requirements under the Act on Protection of Personal Information of
Japan (Act No. 57 of 2003, as amended), or the Act on
Protection of Personal Information that apply to the Company’s handling and use of personal information in its Japanese operations
have become more stringent. The Company is also subject to laws and regulations regarding personal information in the other
countries in which the Company operates, such as the General Data Protection Regulation, or the GDPR, in the EU. Furthermore,
many individual US states, such as California, which enacted the California Consumer Privacy Act of 2018, or the CCPA, as
amended by the California Privacy Rights Act of 2020, or the CPRA, are also increasing regulatory compliance standards regarding
the handling and use of personal information.
Certain of these regulations impose
fines or direct liability on businesses for data breaches where data security systems are found
to be inadequate, in some cases regardless of harm to the affected users, and the potential amount of fines or liability can be
substantial. For example, certain violations of the GDPR and the CCPA can result in significant fines or liability, even in some cases
where individual users experienced no harm. Compliance with these laws and regulations, the requirements and interpretations of
which may differ significantly from country to country, has become more complex in recent years due to the increasing awareness of
management of personal, confidential and sensitive information.
Accordingly, the cost of complying with these laws and regulations is substantial and has been increasing. In addition, such laws
and regulations related to the handling and use of personal, confidential and sensitive information have become stricter in recent
years and may become even more stringent in the future, or the Company may change its policies concerning handling and usage
voluntarily or in response to violations of applicable laws and regulations, perceived wrongdoing
or for other reasons. As a result, it
may become difficult for it to utilize certain information that is critical to the Company’s existing products and services or to develop
new products and services, which in turn may harm its ability to maintain or grow the number of the Company’s individual users or
business clients.
Authorities in various countries are considering a number of legislative and regulatory proposals concerning data protection,
including measures to ensure that encryption of users’ data does not hinder law enforcement agencies’ access to that data. In
addition, as many consumer and data protection laws and regulations have been in force for a relatively short period, the
interpretation and application of consumer and data protection laws and regulations are often uncertain and in flux, and it is possible
that these laws and regulations may be interpreted and applied in a manner that is inconsistent with the Company’s current data
practices.
If the Company fails to comply with any such laws and regulations, the Company could suffer damage to its
reputation and its
brands, including loss of confidence in its platforms by individual users, business clients or other third parties or in its ability to
manage its businesses by current or potential individual users, business clients and business partners. The Company could also be
subject to liability or regulatory investigations or legal or other actions from regulators, users or other third parties relating to actual
or alleged violations of laws and regulations surrounding data protection and privacy or otherwise. Any new restrictions or limitations
relating to data protection and security may result in the deterioration of the quality of the Company’s products and services that rely
on data and its overall competitive advantage, and possibly result in a loss of individual users or business clients or necessitate a
revision or overhaul of its business models and strategies.
The personal and other data the Company collects in connection with its business as well as the technologies the Company uses to
manage this data have become increasingly important parts of its business, and the Company relies on the integrity of its systems
and security procedures to ensure adequate protection of its data.
However, there can be no assurance that the Company’s efforts to ensure the security and proper management of such information
will be fully effective. In particular, the Company has in the past experienced cyberattacks of varying degrees targeting its services,
and there can be no assurance that such attacks will not occur in the future or that the Company will be able to successfully protect
its data from unauthorized access in the event of any future attacks.
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In such an event, the number of individual users affected, due to the size of the Company’s user base, could be extremely large,
potentially resulting in a correspondingly large liability. In addition to cyberattacks, information could be leaked or improperly
accessed, used or handled as a result of a range of factors including third-party security breaches, system
failures or errors,
software bugs, inadequate policies or procedures, employee error, malfeasance, hacking, theft, faulty password management or
other irregularity.
Any unauthorized disclosure or use of, or other failures to properly store, manage or protect, personal, confidential or sensitive
information, including any failure to obtain valid consent from affected individual users or business clients, could adversely affect the
Company’s businesses in a number of ways, including legal liability stemming from claims from individual users, business clients,
temporary staff or other third parties, or government investigations, actions or sanctions.
The Company may also incur additional expenses associated with updating or strengthening its systems, policies and procedures,
either voluntarily or in response to administrative guidance or other regulatory initiatives. In addition, such incidents could create a
negative public perception of the Company’s operations or harm its reputation and brand, which could in turn decrease its individual
users’ and its business clients’ confidence in it and damage its relationships with them, causing current or potential individual users
or business clients to decline to use its services.
10. Information technology systems are a critical part of the Company’s operations and any cyberattacks, systems failures
or other disruptions affecting these systems could have an adverse effect on its business.
The analysis, storage, retrieval, management and security of large amounts of data is an important part of the Company’s business.
Any impairment in the reliability or availability of, or any security breach in, the Company’s information systems due to cyberattacks,
systems failures or other factors could:
- have an adverse effect on its products and services and their continued availability;
- result in negative publicity about it or its brands or harm its brand strength, reputation and relationships with individual users and
business clients;
- harm the continued adoption of its services by individual users and business clients or negatively impact accessibility,
performance and load times of its services, which could cause a loss of individual user or business client traffic on its services;
- subject it to legal and regulatory risk including litigation, government investigations or other legal actions;
- result in large monetary judgments or a duty to remediate against it, or result in it voluntarily offering monetary or other
compensation to affected parties; and
- materially and adversely affect its business, results of operations and financial condition.
Although the Company has implemented policies and procedures to address these risks, no system can be designed to be
completely immune to breaches or outages. The Company’s systems are not fully redundant and its disaster recovery planning may
not be sufficient. System interruptions and malfunctions can occur for a number of reasons, including cyberattacks, hacking,
computer viruses, sabotage, human error, natural
disasters, power failures, software errors, hardware problems, network failures,
terrorism, geopolitical conflict, difficulties with the Company’s service providers, overwhelming online traffic and similar factors.
In particular, cybersecurity-related attacks, intrusions and disruptions, including through spyware, viruses, phishing, denial of service
and similar attacks by criminal organizations, hackers, foreign governments and terrorists, have become increasingly prevalent in
the Company’s industry. The Company has in the past experienced cyberattacks of varying degrees targeting its services, and there
can be no assurance that such attacks will not occur in the future or that the Company will be able to successfully defend its
systems from any future attacks. In addition, the Company has seen, and expects to continue to see, industry-wide vulnerabilities
which could affect the Company’s and other parties’ systems.
Certain of its services have also experienced downtime due to systems disruptions or other outages. As the Company expands its
information technology-based offerings to support business clients’ workflows, the Company may be more likely to experience
malfunctions of this kind despite any preventative measures the Company may take, which may result in legal liability for damages
or voluntary compensation or other costs or in damage to its reputation.
For example, as part of its efforts to expand operational and
management support services for its business clients including SMEs,
the Company launched Air BusinessTools, which includes such cloud-based services as point-of-sale (POS) and payment systems.
If the Company experiences systems failures in connection with such services, the Company may be held responsible by its
individual users and business clients for losses, and the perception of the reliability of its services and its overall reputation could be
negatively impacted.
In addition, the Company depends on third parties to provide and maintain certain of its information systems, and accordingly some
system problems and failures may be outside of its control. For example, the Company relies on third-party cloud infrastructure
providers to host all of its cloud-based services, and its reliance on cloud infrastructure providers will increase as the Company
intends to migrate more of its services and data storage to cloud infrastructure in the future. Potential security breaches to the
systems of these third-parties, whether resulting from internal or external sources, could significantly harm its business.
Furthermore, the cost of developing, maintaining and expanding its
information technology infrastructure could also increase
substantially in the future.
11. The Company’s software applications may contain defects.
The Company provides certain of its services to individual users and business clients through software applications and in some
cases, such as AirPAY, a payment system service offered through Marketing Solutions in its Matching & Solutions segment,
hardware devices, including mobile and online applications that are highly technical and complex.
The Company’s software applications or hardware devices may contain bugs and other defects that interfere with their intended
operation that the Company is unable to detect prior to introducing the relevant service. Any defects the Company does not detect
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Business Overview | 44
and fix may prevent it from providing its services in a responsive and reliable manner and could cause degradations or interruptions
of service, negative experiences for individual users and business clients, repair or remediation costs, delays in the release of new
products or versions, difficulties in adequately protecting the data of its individual users and business clients
or legal liability from
various issues such as loss or leakage of confidential or personal information or under applicable regulatory regimes. In particular,
as many of its online services have significant user bases, any defects in the Company’s software applications could potentially
affect a significant user population.
As a result of any such defects, the Company may suffer damage to its reputation, loss of individual users or business clients, loss
of revenue or liability for damages, any of which could adversely affect its business and financial results.
In addition, in certain of its businesses, the Company provides its business clients with platforms through which they operate key
business functions, such as online reservations, POS, cash registers, payments, and attracting and connecting with individual users.
If there is any defect in the software used to provide these platform services, the Company’s business clients may experience
disruptions in their business operations or losses or leakage of sensitive or personal data relating to their business or their users,
and the Company expects its exposure to these risks will increase as the Company expands its SaaS business through Air
BusinessTools, a comprehensive suite of tools aimed at enhancing the efficiency and productivity of business clients including
SMEs, in its Matching & Solutions segment.
12. The Company’s businesses are subject to various laws and regulations.
The businesses that the Company currently operates, as well as those that the Company may operate in the future, span many
fields and countries and consequently are subject to a variety of laws and government regulations such as personal information and
data protection, electronic communications, consumer reporting, labor, civil rights and social welfare, anti-bribery, taxation and
antitrust laws.
Furthermore, the Company is required to obtain government permission or approval or to register for licenses in order to conduct
certain of its businesses, and certain of its businesses are subject to supervision and monitoring by regulatory authorities.
Being subject to these laws and regulations exposes its businesses to certain risks. As a general matter, the legal and regulatory
structures that apply to the Company’s various businesses are complex and even an inadvertent failure to comply with them could
result in fines, penalties, losing permission to operate some of its businesses, being ordered to suspend operations, litigation and
other legal proceedings and have an adverse effect on its reputation.
Furthermore, future changes in such laws or regulations or entry into new regulated businesses could necessitate costly compliance
expenditures and increase the risk that the Company could fail to comply with applicable requirements or miss business
opportunities as a result of restrictions imposed or delays caused by responding to such changes in laws or regulations.
Any new or amended laws and regulations may require it to change its business models or practices, or may prevent it from
conducting existing businesses or entering into new businesses, which could adversely impact its business and results of operations
and impede it from executing its growth strategy as planned.
For example, there have recently been active discussions among companies globally regarding civil rights and social welfare issues,
and if the Company is unable to appropriately respond to changes in the laws and regulations concerning such issues, the
Company’s brand and reputation may be adversely affected. In addition, taxes imposed on the use of social media, digital services
or other mobile applications in certain countries, or other actions by governments that may affect
the accessibility of its products or
users’ technology usage patterns in their countries, may cause a decline in its individual users’ engagement with its products.
HR Technology
The Company’s HR Technology segment is subject to various laws and regulations. For example, in the United States, the
Company’s activities may be subject to the Communications Decency Act, the CCPA (as amended by the CPRA), the
Telephone Consumer Protection Act, the Wiretap Act, the Stored Communications Act and the Fair Credit Reporting Act as well
as various state legislation covering the same or similar topics including regulations involving the use of biometrics. In addition,
the Company’s HR Technology segment is, or is expected to be, subject to other regulations including the GDPR, the Digital
Services Act and the Digital Markets Act in the EU and the Act on Protection of Personal Information and the Employment
Security Act in Japan and similar laws regulation these subject in the UK and other nations. Further, the European Parliament
approved the Artificial Intelligence Act which, will place restrictions on uses of AI that relate to human rights of EU citizens and
personal data. In the United States,
"The Executive Order on the Safe, Secure, and Trustworthy Development and Use of
Artificial Intelligence" was withdrawn, and “Removing Barriers to American Leadership in Artificial Intelligence” has been issued
instead. Various US states and cities, such as Colorado and New York City, have enacted regulations on AI and AI tools as they
apply to employment decisions and the Company expects this trend of increasing regulation of the use of AI in employment to
continue. These regulations may place burdens on the Company operations, as existing or planned. In addition, either courts or
regulatory agencies in the United States may find that the use of AI screening tools in employment will subject the provider of
such AI tools to the various US civil rights laws and disability protection laws. This would create an additional burden on the
Company operations and potentially expose the Company to regulatory actions including fines, and lawsuits. As described
above, regulation relating to AI, especially as its use pertains to employment decisions, has become more uncertain.
If any new laws and regulations are introduced or enforced, or if existing laws and regulations are amended or
interpreted in a
manner that is unfavorable to us, the Company’s HR Technology segment operations may become subject to additional
restrictions and costs, and it may require significant time and resources to respond to any new or amended laws or regulations.
For instance, there is an ongoing discussion in the United States to introduce a new regulation on a federal level, the American
Privacy Rights Act, which will grant consumers broad rights to control how platforms use their personal data (including rights to
opt out from certain decisions made by AI). In addition, the EEOC has begun to take the position that assessments given by a
company might make that company an employment agency, which might lead to new sets of regulations applying to our
business which helps matching candidates to jobs.
Additionally, Indeed is considered an “online platform” under the Digital Services Act. This places certain obligations on the
Company, such as transparency obligations for advertisements. Moreover, if the number of users increases and exceeds a
certain level in the EU region in the future, further requirements
on recommendation systems, including the Company’s search
engine and record keeping etc. would be imposed, and compliance with these obligations may impact the Company’s business
and results of operations. If current trend continues, Indeed may cross the threshold within the next fiscal year.
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Business Overview | 45
There are currently legislative proposals to amend the Communications Decency Act in the United States to significantly
increase the Company’s potential liability by eliminating or reducing immunities currently available to its platforms which publish
material posted by third parties, such as reviews and job solicitations. Other laws may restrict the use of algorithms or
background checks regarding
potential employee candidates or even the ability to make recommendations regarding
candidates, all of which could have a negative impact on its business. In addition, there are a variety of new laws and proposals
in the United States on the federal, state and even local levels placing new security and privacy obligations on companies that
handle personal data which could place burdens on the Company that may negatively affect its business.
Additionally, legislators are examining companies that maintain digital marketplaces, such as the Indeed search engine, and
may place restrictions on companies placing their own products on such marketplaces. The applicable laws and regulations in
the technology sector are still evolving, particularly in Europe and the United States, and more stringent laws and regulations
concerning the technology sector may be implemented in the future.
For example, if new requirements or restrictions are imposed on the collection, use and analysis of information regarding user
behavior in connection with its services, the Company may be restricted from using such information as planned and be forced
to change its strategy and business practices.
As a result of any of the foregoing, the business, financial condition and results of operations of its HR Technology segment may
be adversely affected.
Matching & Solutions
In the Company’s Matching & Solutions segment, the Company’s various services are subject to a number of laws and
regulations. For example, the Company is subject to personal information and data protection laws relating to individual user
and business client data stored on its systems. With respect to the Company’s payment business of its Marketing
Solutions,
which is offered through AirPAY, which is a cloud-based payment service, the Company is also subject to regulations under the
Installment Sales Act of Japan (Act No. 159 of 1961, as amended), or the Installment Sales Act, and are operating with the
registration from and under the supervision of the Minister of Economy, Trading and Industry.
In addition, the Company’s placement service of its HR Solutions operates on a fee basis with the permission of the Minister of
Health, Labour and Welfare in compliance with the Employment Security Act. Changes to the applicable regulations could affect
the pricing of the Company’s fees. Noncompliance with applicable laws, rules and regulations could lead to the loss of
permission to operate or being directly ordered to suspend operations.
Staffing
The Company’s Staffing segment is also subject to a number
of laws and regulations relating to temporary staffing and
employment.
The Company’s Staffing segment in Japan operates with a license from and under the supervision of the Minister of Health,
Labour and Welfare and is also subject to the Act for Securing the Proper Operation of Worker Dispatching Undertakings and
Protection of Dispatched Workers of Japan (Act No. 88 of 1985, as amended), or the Staffing Labor Act and related rules and
regulations.
Any business that provides staffing services in Japan but does not comply with applicable laws, rules and regulations, including
the Staffing Labor Act, is subject to the risk of being issued a business improvement order, losing its permission to operate as a
staffing business or being directly ordered to cease its operations. If temporary workers suffer a work-related accident, the
Company may be obligated to make compensation payments as the dispatching agency.
The Company’s Overseas operations in the Company’s Staffing segment are concentrated in the United States, Europe and
Australia. Laws and regulations regarding temporary staffing in these regions may be implemented on a state-by-state (or, in the
case of the European Union, member state-by-member state) basis, as well as on a federal, nationwide or region-wide basis. It
is also possible that any failure to comply with local laws, rules or regulations in the Company’s Overseas operations in its
Staffing segment, whether in the United States, Europe, Australia or elsewhere, could result in it losing permission to operate its
businesses in the relevant jurisdiction.
Additionally, should the Artificial Intelligence Act be adopted in Europe, the Company’s Staffing segment operations may
become subject to additional restrictions and costs, and it may require significant time and resources to respond to any new
laws or regulations.
Further reforms may be proposed in the future that would introduce additional restrictions on permitted staffing in certain
industries and provide additional protections for temporary staff, which could negatively impact the Company’s business and
results of operations.
As a general matter, future changes in employment-related laws and regulations in Japan and overseas could necessitate costly
compliance expenditures and increase the risk that the Company could fail to comply with the applicable requirements.
Changes related to any of the above could materially and adversely affect the Company's business, financial condition and
results of operations.
13. The Company may be subject to legal and arbitration proceedings and litigation, which could be costly and could
materially and adversely affect its brands, reputation, business and results of operations.
The Company is subject to litigation and other legal and arbitration proceedings in the ordinary course of its business.
The Company may in the future be subject to claims, allegations, lawsuits, including class action lawsuits, minimum statutory
penalties and regulatory investigations regarding antitrust or competition law violations, patents and other intellectual property, the
protection of personal information, data privacy and security, consumer protection, regulations as they apply to AI, employment
screening tools, tax, labor and employment, commercial disputes, content generated by its individual users, goods and services
offered by advertisers or publishers using its platforms, false or deceptive advertising, delivery of services and alleged actions or
other issues relating to the monitoring of its temporary
staff, among other matters, from individual users, business clients,
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Business Overview | 46
competitors, regulators and others, including proceedings originally commenced against third parties such as its individual users and
business clients. These proceedings can be expensive and disruptive to its normal business operations.
In addition, the Company cannot be certain that its services, products and features do not infringe on the intellectual property rights
of others, and the Company may be subject to infringement claims from third parties. In certain countries non-practicing
entities
have purchased patents for the sole purpose of filing lawsuits based on these patents or obtaining license fees on them. These
proceedings are often protracted and costly, regardless of the merit of the claims involved, and the results may be difficult to predict.
The Company cannot be certain that it will succeed in defending future claims, that judgments will not be rendered against it or that
any reserves the Company set aside or insurance policies will be adequate to cover any such judgments.
A determination adverse to it in any of these legal proceedings could result in significant costs, penalties or fines or require the
Company to pay royalty fees and modify its services and products in order to provide non-infringing substitutes or cease the use of
certain services, products or features altogether, which could materially and adversely affect its brands, reputation, business and
results of operations.
14. The Company’s reputation and those of its brands are important to its success, and any damage to them could materially
and adversely affect the Company’s business, financial condition and results of operations.
The Company believes that the brand identity the Company has developed has significantly contributed to the success of its
business
and will continue to be a significant competitive factor going forwards. The Company depends on its brands and reputation
to maintain and expand its user base, which in most businesses comprises mainly general consumers who tend to have a relatively
high level of sensitivity to and awareness of brand and reputation. The Company’s business clients, which include a large number of
SMEs, are also highly sensitive to our brand and reputation.
The Company’s brand and reputation could be harmed due to a number of factors, including defects or errors in its services,
cyberattacks and other cybersecurity breaches, failure to adequately protect individual user and business client data, inadequate
investments to maintain and enhance its brand and reputation, its competitors’ achieving greater brand recognition, adverse media
coverage or rumors including on the Internet or social network platforms about it or its business, regardless of whether such content
is true or not, misconduct by its employees or its temporary staff, claims against it by its temporary staff or employees relating to its
employment practices, unpermitted use of its brands by a third-party, unfavorable
litigation or other factors, regardless of whether
such damage was caused by its fault or the fault of others.
Furthermore, as the use of technology and data in its business has become increasingly important, the use of algorithms such as
artificial intelligence in its services and its use and management of data on its platforms could lead to negative outcomes or be
viewed negatively by some individual users and business clients and adversely affect its reputation and brands.
In addition, in the event that the Company, or one of its individual users or business clients in any of its businesses, engage in
misconduct or inappropriate behavior or acts through its platforms or engage in illegal activity such as infringement of third-party
intellectual property, violation of personal privacy rights, libel or any other illegal act or malfeasance, its reputation and that of its
brands could be materially damaged directly or by association due to its relationship with such individual user or business client.
For example, for certain of the Company’s platforms such as its job search engines that provide content or host advertisements that
come from or can be influenced by third parties, its reputation or brands may be negatively affected if its individual users or business
clients engage in misconduct, illegal activity or other inappropriate behavior such
as web spam, phishing, impersonating other
people or organizations or posting false, misleading or inappropriate job information or user generated content (UGC) such as
employer information or other information. The Company has limited ability to affect the behavior of individual users and business
clients, and even in the event that it is able to do so its proposed solution may not be satisfactory to all affected parties. In such
cases the Company could be subject to claims or legal proceedings, face harm to the Company’s and its brands’ reputation,
business and results of operations.
The Company is also subject to the risk that third parties could imitate its products or services or use its brands, trademarks, logos
or other intellectual property without permission.
Although the Company believes it has in place robust protections for its intellectual property, there can be no assurance that these
measures will be successful in preventing others from infringing its intellectual property rights and damaging its and its brands’
reputation. Effective intellectual property protection may not be available in every country in which our products and services
are
made available. In addition, the Company may not be able to discover or determine the extent of any unauthorized use of our
proprietary rights, particularly as policing the Internet for improper use of our brands, trademarks and logos increases in difficulty as
the Internet expands. Other parties could also initiate claims or legal proceedings alleging that the Company infringes their
proprietary rights, which may result in the loss of its ability to use certain brands, trademarks or logos, which could damage our
market presence and reputation.
15. The Company relies on third-party service providers, such as search engine platforms, data center providers, payment
providers, sales agents and Internet service providers in various areas of its business.
The Company relies on third-party service providers in a number of critical areas of its business. The occurrence of any of the
below, including the termination or deterioration of its relationships with such third-party service providers, could materially and
adversely affect its competitiveness and its business, financial condition and results of operations.
Certain of the Company’s services in its HR Technology and Matching & Solutions segments rely on Internet search engines
provided by global technology companies primarily for the purposes of ensuring its individual users access to its online platforms.
User traffic on the Company’s online platforms can be significantly impacted by changes in the search algorithm of the search
engine operators or as a result of actions by its competitors that render online search results through its third-party search providers
less favorable to us, which would in turn impact its business and presence among users.
The Company’s HR Technology segment also relies on third-party publisher networks to drive traffic to its platforms by adding its
content to their websites. Any failure of such publisher networks to effectively promote its services could result in reduced user traffic
and harm to its business and competitive position. The Company’s HR Technology Segment also relies on third-party large
language models to help its AI
driven employment solutions. If such third party provider services degrade, it is possible that the
Company’s AI HR Tech products using such services will be degraded.
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Business Overview | 47
The Company also offers mobile applications through the platforms of third-party global technology companies to enhance the
accessibility of its services and expand its individual user traffic. If the Company becomes unable to provide its applications through
these platforms, either due to vendor policies, platform updates or otherwise, the Company’s ability to expand its mobile user base
and increase user traffic on its services would be adversely affected.
Furthermore, the Company relies on third-party data center providers in its operations, and any disruption or interruption to the data
center service or deterioration of the network performance of such service, as well as any increase in server usage fees or other
additional costs, could materially and adversely affect the Company’s competitiveness and its business, financial condition and
results of operations.
The Company also relies on third parties to provide certain payment methods and payment processing services, including the
processing of credit card transactions. As a general matter, any third party that has access to data on its systems is a potential entry
point for unauthorized access, which exposes it to the risk of security breaches of such third-party systems.
The Company also makes use of third-party sales agents or media agencies to manage sales to, and other relationships with, the
Company’s business clients to enhance its sales ability and maintain a cost structure that allows it to respond more flexibly to
economic volatility. However, the Company’s reliance on such sales agents involves certain risks. In particular, because the
Company generally works closely with these sales agents over long
periods of time, the loss of a sales agent reduces the strength
of its sales network and could result in the loss of business clients and transfer of know-how to a competitor.
Additionally, the Company exerts less direct control over third-party sales agents compared to its own employees, and the agents’
actions in the course of their work for it or otherwise may harm its reputation or expose it to litigation.
The Company’s online services also more generally depend on the ability of the Company’s individual users and business clients to
access its services through the Internet. Currently, this access is provided by companies that have significant market power in the
broadband and Internet access marketplace, and these providers may take measures that could degrade, disrupt, or increase the
cost of user access to certain of its products by restricting or prohibiting the use of their infrastructure to support or facilitate its
offerings, or by charging increased fees to the Company or its users to provide its offerings.
The Company’s services may also be subject to government-initiated restrictions or blockages in some jurisdictions. Any such
interference or disruption of access to its online services through the Internet could result in a loss of existing individual users and
business clients and increased costs, and could impair its ability to attract, maintain or increase the number of
users, customers and
advertisers, thereby harming its revenues and growth.
Furthermore, any limitation from the Company’s third-party Internet access providers on the use of third-party cookies could reduce
its ability to provide targeted information to its individual users and negatively impact various areas of its business.
16. The Company’s advertising, sales and marketing efforts may be ineffective, may lead to increased costs and may
negatively affect its revenue and margins.
As part of its strategy to expand its business, the Company engages in advertising, sales and marketing activities in order to
increase recognition of new or existing services and expand its individual user and business client bases. The Company is
substantially dependent on its advertising, sales and marketing operations to maintain brand recognition and user traffic on its
services and to acquire new business clients and enhance client satisfaction with its services.
In particular, as many Internet users rely on search engines to refer them to products and services, the Company’s HR Technology
segment and Matching & Solutions segment depend in part on various such search engines to generate user traffic on its websites,
particularly when the Company expands into new markets or business areas where the Company does not have an established
presence. Thus, maintaining a strong search engine ranking is an important factor in the Company’s success in those businesses,
and the Company may be required to incur expenses to enhance its search engine rankings as the Company seeks to maintain and
expand the market presence of certain businesses. However, there is no guarantee that such efforts to enhance its search engine
rankings would yield the outcome the Company desires.
The Company may also engage in other advertising including online, television and radio advertising to increase awareness of its
services on the Internet and more generally among potential individual users and business clients. In the Company’s Staffing
segment, the Company may also rely on advertising to increase registered temporary staff, particularly in markets where there are
labor shortages.
Although the Company may undertake significant
additional advertising, marketing and sales costs in order to expand certain
businesses, the Company’s efforts may not be effective in building its brand recognition or expanding its business to the extent the
Company expects or at all.
17. The Company’s business operations are exposed to natural disasters, terrorism, pandemics, calamities or other factors.
Despite any preparatory measures the Company takes, the Company’s business operations, technology infrastructure, employees
and physical assets will remain subject to the risk of fire, earthquakes, tsunamis, typhoons, hurricanes and other natural disasters,
blackouts and other power losses, acts of terrorism, criminal cyberattacks, power loss, pandemics and other catastrophic events.
Any of these events could impact the Company’s ability to provide its services or otherwise operate its business, including due to
disruptions affecting the workforce the Company needs to operate its business including its employees, employees of its service
providers and its temporary staff, business restrictions under stay-at-home orders and other government measures or damage to its
properties.
In particular, any of these catastrophic events could result in disruptions to its operations, including failure of its information systems
or data servers that have not been backed up, and
in such circumstances its ability to successfully implement its business continuity
plan will be crucial to its recovery. In the event that the Company experiences a system failure or systems delays, particularly if
these issues are widespread within its infrastructure, or are unable to fully implement its business continuity plan, the Company may
be unable to offer certain products and services, and even if they are available, the Company’s Internet-based products and
services may experience increased load times or other disruptions.
In such an event, the Company’s individual users may become dissatisfied and reduce their usage of its products and services or
switch to those of its competitors. In addition, disruptions to the business or information systems of its individual users and business
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Business Overview | 48
clients could damage its brand and reputation and lead to reduced revenues, errors in the transactions that the Company is involved
in, or other problems.
In addition, large-scale natural disasters could have secondary adverse effects, such as the destruction or incapacitation of or other
harm to its business clients’ business operations or deterioration in economic conditions generally or causing its
individual users to
refrain from engaging in lifestyle activities.
Any of these outcomes could impair the Company’s business operations and materially and adversely affect its business, results of
operations and financial condition.
18. Any impairment of the Company’s non-current assets, including goodwill and intangible assets, or fluctuations in the
value of its securities holdings, could adversely affect its results of operations or financial condition.
The Company may be required to record a significant charge on its consolidated financial statements during the period in which any
impairment of its non-current assets is determined. Impairment may result from, among other things, deterioration in performance,
adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or
affect the products and services the Company provides, challenges to the validity of certain registered intellectual property,
disposals of group assets, changes in its strategies, increases in interest rates and a variety of other factors.
Accordingly, any determination of impairment of asset value, including goodwill and other intangible assets, could have a material
adverse effect on the Company’s results of operations.
Moreover, to the extent that the Company acquires early stage companies that have not achieved profitability, the Company may be
subject to impairment risk relating to any goodwill and intangible assets recorded in connection with the acquisition.
In addition to goodwill and intangible assets, the Company’s other non-current assets, including property and equipment and
investments in associates and joint ventures, are also subject to the risk of impairment.
Furthermore, the Company also holds equity securities of certain companies it considers to be necessary business partners in order
to maintain and strengthen business relationships with these companies to support its long-term growth. The Company generally
recognizes changes in the fair value of these securities as part of other comprehensive income, which has the effect of increasing or
decreasing its retained earnings. Declines in the value of such securities could thus have an adverse effect on its financial condition.
19. The Company may have additional tax liabilities.
The Company is subject to income taxes in Japan and many foreign jurisdictions. Significant judgment is required in determining its
worldwide provision for income taxes. In the ordinary course of the Company’s business, there are many transactions and
calculations where the ultimate tax determination is uncertain. The Company regularly is under audit by tax authorities in different
jurisdictions.
Economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more
difficult. Although the Company believes its tax calculations are reasonable, the final determination of tax audits, and any related
litigation in the jurisdictions where the Company is subject to taxation could be materially different
from its historical tax calculations.
The results of an audit or litigation could have a material effect on its consolidated financial statements in the period or periods in
which that determination is made.
The Company earns a portion of its operating income from outside Japan, and any repatriation of funds currently held in foreign
jurisdictions to Japan may result in higher effective tax rates for the Company. In addition, there is risk that the Company’s tax
exposure could be adversely affected if, for example, tax related laws and regulations, including the interpretation thereof, change
due to political or economic conditions in the jurisdiction in which the Company operates.
Further, because the Company is subject to tax examinations by relevant tax authorities on a regular or irregular basis, it is difficult
to accurately predict their timing and results. The Company’s exposure to the above tax risks could materially and adversely affect
its business, results of operations and financial condition.
The Company may also become subject to new taxes applicable to online businesses based on changes in tax laws and regulations
and enforcement of such laws and regulations by tax authorities. For example, the Organization for Economic Cooperation and
Development (OECD) has been working on a Base Erosion and Profit Shifting (BEPS) initiative that would change various aspects
of the existing framework under which tax obligations are determined in many of the countries in which the Company operates.
Currently, as we see in the OECD’s announcement in connection with BEPS initiative consisting of Pillar One which applies to large
multinationals and will reallocate certain amounts of taxable income to market jurisdiction and Pillar Two which sets out a
mechanism of global minimum taxation, there is an ongoing discussion regarding the minimum common tax rate across multiple
countries and recommended tax allocation rules, with the goal of establishing tax systems that would redistribute a fixed percentage
of profits in excess of a certain amount earned by multinational corporations to market countries in which the corporations operate.
Current and future Pillars of the BEPS initiative are subject to implementation by each member country and various governments
have enacted, or are enacting, legislation codifying elements of the Pillars. However, the timing and ultimate
impact of any such
changes on the Company’s tax obligations are uncertain.
However, there are a number of uncertainties surrounding the actual procedures for applying any of these taxes, and the financial
impact of any such taxes on the Company’s business and results of operations is unclear.
In addition, in the United States, the Company may become subject to increased state sales taxes in connection with possible
changes to its service offerings. In addition, state tax authorities may assert additional state taxes are owed based on interpretations
of the current law.
Any changes to international tax laws could impact the tax treatment of the Company’s foreign earnings and adversely impact its
effective tax rate. Further, changes to tax laws and additional reporting requirements could increase the complexity, burden and cost
of compliance.
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Due to the large and expanding scale of the Company’s international business activities, any changes in taxation of its activities or
the combined effect of tax laws in multiple jurisdictions may increase its worldwide effective tax rate, increase the complexity and
costs associated with tax compliance (especially if changes are implemented or interpreted inconsistently across tax jurisdictions),
and adversely affect its results of operations and financial condition.
20. Fluctuations in currency exchange rates could materially and adversely affect the Company’s business, financial
condition and results of operations.
The Company has substantial operations outside Japan and have significantly expanded its global businesses in recent years. The
Company principally conducts its global business transactions in foreign currencies, in particular the US dollar, the Euro and the
Australian dollar.
In our consolidate financial statements (including the interim financial statements and quarterly financial statements), foreign
currency-denominated assets and liabilities are reported in the relevant local currencies and then translated to Japanese yen at the
period-end applicable exchange rate, while foreign currency-denominated results of operations are reported in local currencies and
then translated to Japanese yen using the spot exchange rate at the date of the transaction or a rate that approximates such rate.
As a result of these factors, fluctuations in foreign currencies against the Japanese yen may adversely affect the impact of favorable
results or amplify the impact of unfavorable results at the Company’s overseas subsidiaries in our consolidated financial statements
(including the interim financial statement and quarterly financial statement).
Although the Company may enter into derivatives transactions to hedge a portion of its foreign currency exchange rate risk, there is
no assurance that its hedging
efforts will be effective in protecting the Company against exchange rate fluctuations. Depending on
the size of the exposures and the relative movements of currency exchange rates, if the Company chooses not to hedge or fail to
hedge its exposures effectively, the Company could experience a material adverse effect on its results of operations and financial
condition.
Furthermore, volatility in foreign exchange rates could negatively affect economic conditions in the Company’s operating markets,
potentially leading to decreased advertising spending by its business clients or harm its ability to execute acquisitions or other
strategic transactions abroad, which is an important piece of its strategy for growth globally, at an acceptable price.
21. The Company relies on borrowings to finance its operations, and factors such as increases in interest rates for its
borrowings could materially and adversely affect it.
Although the Company finances its operations and investment activities primarily through operating cash flows, the Company also
obtains financing through loans from banks and other financial institutions and issuing bonds in the capital markets. The Company
may incur additional indebtedness in the future depending on the overall funding environment including interest rate trends.
Increases in interest rates could
substantially increase its financing costs and may impair its ability to borrow necessary funds on a
timely basis.
In addition, the Company’s creditworthiness may decline in the future due to adverse changes in the Company’s financial condition
or business, which would negatively affect its ability to obtain additional borrowings in the future on terms that are acceptable to the
Company or at all.
The Company may enter into additional borrowings in the future that may subject it to covenants or other restrictions that can
impede its ability to manage its operations.
If the Company fails to comply with such covenants, the repayment of the principal of, or accrued interest on, the Company’s loans
could be accelerated or the Company could be required to post collateral to secure its borrowings. The Company may also have
difficulties in obtaining additional financing on acceptable terms to the extent that its credit ratings decline.
In addition, as a holding company with no business operations of its own, the Company relies on cash flows from subsidiaries to
meet its obligations, including to service any debt obligations. The Company’s subsidiaries may be restricted in their ability to pay
cash dividends or to make
other distributions to it and therefore, the Company’s ability to meet its obligations may be adversely
affected by such restrictions.
22. The Company’s operating results may fluctuate, which makes its results difficult to predict and could cause its results to
fall short of expectations.
The Company’s operating results may fluctuate as a result of a number of factors, many of which are outside of its control.
As a result, comparing its operating results on a period-to-period basis may not be meaningful, and you should not rely on its past
results as an indication of its future performance. The Company’s operating results in future periods may fall below market
expectations as well as its internal business objectives or financial targets. For example, although its HR Technology segment has
been a key growth driver in recent years, it is uncertain whether its HR Technology segment will continue to achieve revenue growth
at the expected pace or at all. Any of these events could cause its stock price to fall. Each of the risk factors listed in this section in
addition to the following factors may affect the Company’s operating results:
- its ability to continue to attract and retain individual users and business clients to its services, including by successfully
responding to changes in individual user preferences and business client needs;
- its ability to keep pace with rapid changes in technology;
- the amount of revenues and expenses generated and incurred in currencies other than Japanese yen, and its ability to manage
the resulting foreign exchange risk;
- the amount and timing of advertising expenses, other operating expenses and capital expenditures related to the maintenance
and expansion of its businesses;
- its focus on long-term goals over short-term results;
- acquisitions and other strategic investments;
- introduction of new businesses, products, services and technologies; and
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 50
Because its businesses are changing and evolving, the Company’s historical operating results may not be useful to you in predicting
its future operating results.
23. The Company’s stock price may be volatile or difficult to predict due to fluctuations in its operating results or other
factors.
The trading price of its common stock has been, and is likely to continue to be, volatile. In particular, the Company’s operating
results may fluctuate significantly due to a number of factors, including the various risk factors discussed in this section, which could
negatively affect its stock price.
In addition, the trading price of the Company’s common stock may fluctuate significantly in response to numerous other factors,
many of which are beyond its control, including:
- the financial projections the Company may provide to the public, any changes in these projections or its failure to meet these
projections;
- actions of securities analysts who initiate or maintain coverage of the Company, changes in financial estimates by any securities
analysts who follow it, or its failure to meet these estimates or the expectations of investors;
- additional shares of its common stock being sold into the market by the Company, its existing stockholders, or in connection
with
acquisitions, or the anticipation of such sales;
- changes in the Company’s dividend policy or planned share repurchases;
- investor sentiment with respect to the Company’s competitors, its business partners, and its industry in general;
- announcements by the Company or its competitors of significant products or features, technical innovations, acquisitions,
strategic partnerships, joint ventures or capital commitments;
- changes in operating performance and stock market valuations of technology companies in the Company’s industry, including its
competitors;
- price and volume fluctuations in the overall stock market, including as a result of trends in global political or economic
conditions;
- the inclusion, exclusion, or deletion of the Company’s stock from any trading indices;
- media reports regarding the Company’s business and financial performance;
- lawsuits threatened or filed against the Company, or developments in pending lawsuits;
- developments in anticipated or new legislation or regulatory actions; and
- other events or factors, including those resulting from pandemics, war or incidents of terrorism, or responses to these events.
Broad market and industry fluctuations and general economic, political and market conditions, such as recessions, interest rate
changes or foreign currency exchange fluctuations, may negatively impact the market price of the Company’s common stock
regardless of its actual operating performance.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 51
Management’s Discussion and Analysis of Financial Position, Results of
Operations, and Cash Flows
The following contains forward-looking statements, which reflect the Company's assumptions, estimates and outlook for the future
based on the Company's plans and expectations as of March 31, 2025 unless the context otherwise indicates.
Consolidated Results of Operations for FY2025
Consolidated Results of Operations
1 The sum of the three segments does not correspond with consolidated figures due to Adjustments, such as intra-group transactions.
Consolidated revenue for FY2024 was 3.55 trillion yen, an increase of 4.1% year over year as HR Technology, Matching & Solutions
and Staffing all increased
year over year. Excluding the positive impact of exchange rate fluctuations of 100.4 billion yen, consolidated
revenue for FY2024 increased 1.2% year over year.
Consolidated operating income for FY2024 was 490.5 billion yen, an increase of 21.9% year over year, primarily driven by the decrease
in impairment losses on right-of-use assets and property and equipment in connection with the FY2023 integration of offices and the
increase in revenue.
Profit before tax for FY2024 was 527.1 billion yen, an increase of 23.7% year over year.
Profit for FY2024 was 408.1 billion yen, an increase of 15.1% year over year and profit attributable to owners of the parent for FY2024
was 408.5 billion yen, an increase of 15.5% year over year.
Consolidated adjusted EBITDA margin for FY2024 was 19.1%, an increase from 17.5% in the previous fiscal year, as a result of cost
control measures, mainly in marketing expenses including sales commission and promotion expenses, while the Company continued to
invest for future growth in each SBU. Adjusted EBITDA for FY2024 was 678.8 billion yen, an increase of 13.5% year over year.
Research and development expenses in FY2024 were 168.3 billion yen, consisting primarily of compensation expenses for engineering
and other technical employees responsible for the development of new products and enhancement of existing products using new
technologies. The majority of research and development expenses were related to HR Technology.
Significant accounting policies, estimates, and assumptions
The consolidated financial statements of the Company have been prepared in accordance with IFRS.
The significant accounting policies used for the preparation of the consolidated financial statements are mainly described in “Financial
Information, Consolidated Financial Statements and Notes, 3. Material Accounting Policies.”
The significant accounting estimates and assumptions used for the preparation of the consolidated financial statements are mainly
described in “Financial Information, Consolidated Financial Statements and Notes, 4. Significant Accounting Judgments, Accounting
Estimates and Assumptions.” Assumptions used for the impairment tests on goodwill are described in “Financial Information,
Consolidated Financial Statements and Notes, 11. Goodwill and Intangible Assets.”
These estimates and assumptions are based on management’s best judgment based on historical experience and various factors
deemed to be reasonable. By their nature, however, due to uncertainties in these estimates and assumptions, they may differ from the
amounts recognized in the consolidated financial statements of future periods.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 52
Results of Operations by Segment
HR Technology
Revenue for FY2024 was 1.12 trillion yen, an increase of 11.3% year over year, and on a US dollar basis, revenue increased 5.4%
year over year.
In the US, revenue increased as the company made progress on initiatives to improve monetization even though the number of paid
job ads decreased. In Japan, revenue increased as the full-time and part-time job advertising service transferred from HR Solutions of
Matching & Solutions to HR Technology via Indeed PLUS.
Adjusted EBITDA margin for FY2024 was 35.9%, an increase from 34.0% in the previous fiscal year, and adjusted EBITDA was 404.1
billion yen, an increase of 17.3%.
Matching & Solutions
1 The sum of the segments does not correspond with consolidated figures due to Others and Eliminations, such as intra-group
transactions.
Revenue for FY2024 was 816.0 billion yen, an increase of 1.0% year over year.
Revenue for HR Solutions decreased 9.7% year over year. While revenue in the placement service increased year over year, the
revenue in the job advertising service decreased year over year primarily due to the shift of the business to HR Technology through
Indeed PLUS.
Revenue in Marketing Solutions increased 7.5% year over year. Revenue in the total of Beauty, Travel and Dining combined with
SaaS solutions including Air BusinessTools increased year over year. In addition, Housing & Real Estate and Others, which includes
other services in Marketing Solutions, each increased year over year.
Adjusted EBITDA margin for FY2024 was 22.8%, an increase from 20.3% in the previous fiscal year, and adjusted EBITDA for
FY2024 was 185.9 billion yen, an increase of 13.6% year over year as cost controls were implemented to improve productivity.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 53
Staffing
1 Sum of revenue from individual companies after consolidation adjustments for Europe, US, and Australia .
Revenue for FY2024 was 1.66 trillion yen, an increase of 2.0% year over year. Excluding the positive impact of foreign exchange rate
fluctuations of 40.3 billion yen, revenue decreased 0.5% year over year.
Revenue in Japan increased 7.1% year over year due to an increase in the number of temporary staff on assignment as demand for
staffing services continued to grow year over year.
Revenue in Europe, US,
and Australia decreased 2.4% year over year. Excluding the positive impact of exchange rate fluctuations of
40.3 billion yen, revenue decreased 6.9% year over year. Demand for staffing services continued to slow down against a backdrop of
an uncertain economic environment.
Adjusted EBITDA margin for FY2024 was 5.8%, a decrease from 6.0% in the previous fiscal year, and adjusted EBITDA was 97.4
billion yen, a decrease of 0.5% year over year. This was mainly due to increased costs for recruiting temporary staff and marketing
expenses aimed at acquiring business clients.
The Outstanding Amount of Goodwill for each SBU as of March 31, 2025
The following table presents the outstanding amount of goodwill for each SBU as of March 31, 2025.
(In billions of yen)
Goodwill for each SBU
HR Technology
277.1
Matching & Solutions
-
Japan
-
Overseas
-
Staffing
231.0
Japan
27.8
Europe
186.3
US
13.5
Australia
3.1
Total
508.1
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 54
Capital Resources and Liquidity
Basic Policy
The Company's basic policy is to obtain funds from global financial markets through debt as necessary, while maintaining appropriate
credit ratings and strong consolidated financial position, in order to secure liquidity required for smooth operations and to invest flexibly
for its long-term business strategy that will lead to increasing its enterprise value.
The Company aims to maintain a sufficient level of shareholders’ equity while achieving appropriate capital efficiency, in order to
respond flexibly to investment opportunities for future growth while at the same time enhancing its ability to address possible risks
relating to its business operations and assets.
Use of Capital
The Company allocates its capital mainly to working capital,
corporate taxes, mergers and acquisitions, asset acquisitions and capital
expenditures by its SBUs as well as repayments of borrowings, payment of interest, payment of dividends, and share repurchases.
Fundraising
The Company’s primary source of liquidity for working capital and investments are cash flows from operating activities. However, the
Company may consider and execute external financing when various conditions are deemed favorable, such as demand for funds,
interest rate trends, repayment amount, redemption period of existing interest-bearing debt, amount to be raised, and financing
structure.
For short-term working capital, the Company primarily utilizes borrowings from financial institutions and/or commercial paper. For mid- to
long-term needs, the Company will raise funds mainly through borrowings from financial institutions and/or the corporate bond market.
To maintain flexible financing capabilities, the Company has registered a maximum 200.0 billion yen worth of corporate bonds for
potential issuances, the full amount of which is unused as of March 31, 2025.
Additionally, the Company has entered into overdraft agreements with four financial institutions to secure liquidity and raise working
capital funds efficiently. The maximum amount of borrowings under these overdraft agreements is 113.0 billion yen as of March 31,
2025, and the entire amount remains unused. In addition, the Company entered
into a committed credit facility agreement providing for
a total commitment amount of 200.0 billion yen. The entire amount available under these credit facilities remains unused as of March 31,
2025. The Company maintains these overdraft agreements and credit facilities to ensure sufficient liquidity in the event of significant
changes in the business environment.
Credit Ratings
The Company has long-term credit ratings of A from S&P Global Rating Japan, A3 from Moody’s Japan, AA from Rating and Investment
Information, Inc. (R&I), and AA+ from Japan Credit Rating Agency, Ltd. (JCR) as of March 31, 2025. The Company has short-term credit
ratings of a-1+ from R&I.
Cash Management
In order to maximize overall capital efficiency, the Company prioritizes internal lending and borrowing within the Company over external
financing, mainly through a cash management system, when it is legally permissible and economically reasonable to do so.
The Company maintains internal liquidity of cash and cash equivalents by consolidating the cash management operations of all
currencies to the Holding Company and its subsidiaries, which provide internal treasury management services.
Fund Management
The Company does not engage in any investments for speculative purposes. Investments are limited to financial instruments that are
highly liquid and have a low risk of principal loss, with a focus on risk diversification.
Policy of Strategic Shareholdings
In principle, the Company’s policy is to reduce strategic shareholdings. The decision
on whether or not to hold each company’s stock is
made based on a comprehensive assessment of the economic value of its stock, cost of capital, strategic importance, environment,
social and governance aspects, and other factors. The Board of Directors scrutinizes these shareholdings once a year and deliberates
the reduction of these holdings if they do not meet the above criteria.
As of March 31, 2025, the total amount of strategic shareholdings held by the Holding Company and Recruit Co., Ltd. was 66.0 billion
yen, which is 4.1% of the consolidated total equity. In FY2024, the Company sold 9 stocks of strategic shareholdings for a total of 25.5
billion yen.
The Holding Company
Recruit Co., Ltd.
Unlisted
Listed
Unlisted
Listed
Number of issuers
3
7
4
3
Amount on the balance sheet (millions of yen)
553
48,661
1,495
15,347
Number of issuers with decreased shareholdings
-
8
-
1
Total proceeds from sales resulting in a decrease in
number of shares held (millions of yen)
-
24,981
-
612
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 55
Analysis of Consolidated Financial Position
(In billions of yen)
As of March 31,
2024
As of March 31,
2025
Variance
% Change
Assets
Total current assets
1,762.7
1,470.3
(292.3)
(16.6)%
Total non-current assets
1,381.9
1,301.8
(80.0)
(5.8)%
Total assets
3,144.6
2,772.2
(372.3)
(11.8)%
Liabilities
Total current liabilities
758.8
802.1
43.3
5.7%
Total non-current liabilities
376.8
342.7
(34.1)
(9.1)%
Total liabilities
1,135.7
1,144.8
9.1
0.8%
Equity
Total equity attributable to owners of the
parent
2,000.9
1,617.5
(383.3)
(19.2)%
Non-controlling interests
7.9
9.7
1.7
22.6%
Total equity
2,008.9
1,627.3
(381.5)
(19.0)%
Total current assets as of March 31, 2025 decreased by 292.3 billion yen compared to the end of FY2024 mainly due to a decrease in
cash and cash equivalents resulting from the share repurchases of common stock conducted during FY2024.
The maximum amount of borrowings under overdraft agreements was 113.0 billion yen as of March 31, 2025, and the entire amount
remained unused. In addition, committed credit facilities with a total maximum borrowing amount of 200.0 billion yen, for which the
Company entered into an agreement on September 29, 2023, remained unused as of March 31, 2025.
Also, the Company has registered a maximum 200.0 billion yen worth of corporate bonds for potential issuances in Japan, the full
amount of which is unissued as of March 31, 2025.
The following table presents cash and cash equivalents, investments for available funds on standby for business operations within other
financial assets, interest-bearing debt and net cash.
Analysis of Consolidated Cash Flows
(In billions of yen)
As of March 31,
2024
As of March 31,
2025
Variance
Net cash flows from operating activities
535.3
610.3
75.0
Net cash flows from investing activities
(68.7)
(61.0)
7.7
Net cash flows from financing activities
(334.6)
(880.4)
(545.8)
Effect of exchange rate changes on cash and cash equivalents
127.5
2.9
(124.6)
Net increase (decrease) in cash and cash equivalents
259.4
(328.2)
(587.7)
Cash and cash equivalents at the beginning of the period
877.3
1,136.8
259.4
Cash and cash equivalents at the end of the period
1,136.8
808.6
(328.2)
Payments for the purchase of treasury stock in Q4 FY2024 and the twelve months ended March 31, 2025 amounted to 184.1 billion yen
and 824.4 billion yen, respectively.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 56
(In billions of yen, unless otherwise stated)
As of March 31,
2024
As of March 31,
2025
Variance
% Change
Cash and cash equivalents
1,136.8
808.6
(328.2)
(28.9)%
Investments for available funds on standby for
business operations within other financial assets
-
15.1
15.1
-
Interest-bearing debt (excludes lease liabilities)
1.3
1.0
(0.3)
(27.4)%
Net cash
1,135.4
822.7
(312.6)
(27.5)%
Production, Orders, and Sales
Production and Orders
This information is not disclosed as it does not fit with the nature of the Company’s services.
Sales
This information is stated in “Consolidated Results of Operations for FY2024.”
Material Contracts
As a result of a review in light of Recruit Holdings’ standards prepared in accordance with applicable laws and regulations, there were
no material contracts.
Research and Development
Research and development expenses in FY2024 were 168.3 billion yen, consisting primarily of compensation expenses for engineering
and other technical employees responsible for the development of new
products and enhancement of existing products using new
technologies. The majority of research and development expenses were related to HR Technology.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Business Overview | 57
Facilities
Overview of Capital Expenditures
The total amount of capital expenditures for FY2024 was 86.9 billion yen. This was primarily due to an increase in right-of-use assets
from the renewal of lease contracts, and the development and acquisition of software.
HR Technology
For FY2024, capital expenditures of 13.0 billion yen were made primarily for the enhancement of various facilities. There were no
significant disposals or sales of facilities.
Matching & Solutions
For FY2024, capital expenditures of 53.7 billion yen were made primarily for the development and acquisition of software. There were
no significant disposals or sales of facilities.
Staffing
For FY2024, capital expenditures of 19.9 billion yen were made primarily due to an increase in right-of-use assets from the renewal of
lease contracts and the acquisition of software. There were no significant disposals or sales of facilities.
Corporate
There were no significant acquisitions, disposals or sales of facilities.
Status of Major Facilities
The Holding Company
Recruit Holdings does not own any major facilities as it is a pure holding company.
Subsidiaries in Japan
As of March 31, 2025
Company
name
Office name
(Address)
Segment
name
Description of
facilities
Carrying amount (In millions of yen)
Number of
employees
2
Buildings
and
structures
Software
Right-of-
use
assets
Other
1
Total
Recruit Co.,
Ltd.
Headquarters,
etc.
(Chiyoda-ku,
Tokyo, Japan)
Matching &
Solutions
Offices,
facilities, etc.
9,540
107,339
67,265
10,204
194,349
19,640
[271]
1 “Other” under Carrying amount is the total for tools, furniture, and fixtures.
2 The figures in parentheses in the “Number of employees” section are the annual average number of contract employees.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Facilities | 58
Overseas Subsidiaries
As of March 31, 2025
Company
name
Office name
(Address)
Segment
name
Description of
facilities
Carrying amount (In millions of yen)
Number of
employees
4
Buildings
and
structures
Software
Right-of-
use
assets
Other
1
Total
RGF OHR
USA,
INC.
2
Headquarters,
etc.
(Delaware,
United States)
HR
Technology
Offices,
facilities, etc.
19,340
1,602
60,453
7,915
89,312
11,860
[42]
RGF
Staffing
B.V.
3
Headquarters,
etc.
(Flevoland,
Netherlands)
Staffing
Offices,
facilities, etc.
2,538
5,171
10,434
1,174
19,319
3,427
[516]
1 “Other” under Carrying amount is the total for tools, furniture, and fixtures.
2 The figures shown in the table above are the total amounts which include the amounts for RGF OHR USA, INC. and its subsidiaries,
etc., as well as Indeed Ireland Operations Limited and its subsidiaries, etc.
3 The figures shown in the table above are the total amounts which include the amounts for RGF Staffing B.V., RGF Staffing France
SAS, RGF Staffing Germany GmbH, RGF Staffing the Netherlands B.V., Unique NV, and 48 other companies.
4 The figures in parentheses in the “Number of employees” section are the annual average number of contract employees.
Facility Establishment and Disposal Plans
Major Facility Establishment Plans
The Company has no major facility establishment plans.
Major Facility Disposal Plans
The Company has no major facility disposal plans.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Facilities | 59
Status of Shares, Acquisition of Treasury Stock
and Dividend Policy
Status of Shares
Total Number of Shares
Total Number of Authorized Shares
Type
Total number of authorized shares
Common stock
6,000,000,000
Total
6,000,000,000
Total Number of Issued Shares
Type
Number of issued shares as
of the end of the current fiscal
year
(March 31, 2025)
Number of issued shares as of
the submission date
2
(June 23, 2025)
Name of the listed financial
instruments exchange or registered
financial instruments dealers
association
Common stock
1
1,563,912,149
1,563,912,149
Tokyo Stock Exchange
Prime Market
Total
1,563,912,149
1,563,912,149
-
1 The number of shares constituting a unit is 100.
2 The number of issued shares as of the submission date does not include the number of shares issued from the exercise of stock
options from June 1, 2025 to the submission date of this document.
Stock Options
Stock Option Plan
The Company adopts a stock option plan under which stock options are issued based on the Companies Act of Japan.
1
The number of the grantees of the stock options resolved as of the submission date of this document are as follows.
Resolution Date
Meeting of Resolution
Directors
Senior Vice President
and Corporate
Professional Officer and
senior level personnel
June 20, 2013
Annual Meeting of
Shareholders
4
13
June 26, 2014
Annual Meeting of
Shareholders
4
13
August 10, 2015
Board of Directors meeting
4
17
2
July 16, 2019
Board of Directors meeting
5
6
July 8, 2020
Board of Directors meeting
4
5
July 14, 2021
Board of Directors meeting
4
5
July 8, 2022
Board of Directors meeting
3
9
July 11, 2023
Board of Directors meeting
4
5
July 9, 2024
Board of Directors meeting
4
4
1 At the Annual Meeting of Shareholders on June 17, 2021, it was resolved to issue stock options for up to 1.4 billion yen per year
as compensation for Directors, excluding independent Directors. The maximum number of stock options granted per year shall be
18,000, and the number of shares underlying each option shall be 100 shares.
2 This includes one Senior Vice President who had already retired as
of the allotment date of the stock options, as a stock option as
equity compensation had been granted to this Senior Vice President as performance-based compensation for FY2014.
The status of stock options as of the end of March 2025 and the end of May 2025 was as follows.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 60
Stock Options Issued in 2013
Stock Options as equity compensation resolved at the following meetings were issued on August 31, 2013.
・ Resolution of the Annual Meeting of Shareholders held on June 20, 2013
・ Resolution of the Board of Directors meeting held on July 31, 2013
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
73
1
52
1
Type, details, and number of shares
underlying stock options
219,000 shares of common stock
1,3,4
156,000 shares of common stock
1,3,4
Amount to be paid in upon exercise of stock
options (Yen)
1
Same as left
Exercise period of stock options
September 1, 2013 - August 31, 2033
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 317
3,4
Amount to be capitalized: 159
Same as left
Conditions for exercise of stock options
A holder of stock options can only exercise
their options within 10 days from the date on
which they lose their position as Director,
Senior Vice President, or Corporate
Professional Officer of the Company.
Same as left
Matters concerning transfer of stock options
The acquisition of stock options through
transfer shall require the approval of the
Board of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
Stock Options Issued in 2014
Stock Options as equity compensation resolved at the following meetings were issued on December 26, 2014.
・ Resolution of the Annual Meeting of Shareholders held on June 26, 2014
・ Resolution of the Board of Directors meeting held on November 13, 2014
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
80
1
67
1
Type, details, and number of shares
underlying stock options
240,000 shares of common stock
1,4
201,000 shares of common stock
1,4
Amount to be paid in upon exercise of stock
options (Yen)
1
Same as left
Exercise period of stock options
December 27, 2014 - December 26, 2034
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 1,016
4
Amount to be capitalized: 508
Same as left
Conditions for exercise of stock options
A holder of stock options can only exercise
their options within 10 days from the date on
which they lose their position as Director,
Senior Vice President, or Corporate
Professional Officer of the Company.
The successor of a holder of stock options
shall be able to exercise their stock options
for a period of one year from the date of death
of the holder of stock options or until the end
of the exercise period prescribed above,
whichever is earlier.
Same as left
Matters concerning transfer of stock options
The acquisition of stock options through
transfer shall require the approval of the
Board of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 61
Stock Options Issued in 2015
Stock Options as equity compensation resolved at the Board of Directors meeting held on August 10, 2015 were issued on September
25, 2015.
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
903
1
775
1
Type, details, and number of shares
underlying stock options
270,900 shares of common stock
1,4
232,500 shares of common stock
1,4
Amount to be paid in upon exercise of stock
options (Yen)
1
Same as left
Exercise period of stock options
September 26, 2015 - September 25, 2035
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 1,061
4
Amount to be capitalized: 531
Same as left
Conditions for exercise of stock options
A holder of stock options can only exercise
their options within 10 days from the date on
which they lose their position as Director,
Senior Vice President, or Corporate
Professional Officer of the Company (If a
holder of stock acquisition options has retired
from all of these positions on the allotment
date of the stock options, within one year from
the day following the allotment date of the
stock options).
The successor of a holder of stock options
shall be able to exercise their stock options
for a period of one year from the date of death
of the holder of stock options or until the end
of the exercise period prescribed above,
whichever is earlier.
Same as left
Matters concerning transfer of stock options
The acquisition of stock options through
transfer shall require the approval of the
Board of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
1 The number of shares underlying each stock option (the “Number of Shares Granted”) shall be as follows: 3,000 shares for stock
options resolved in 2013 and 2014, and 300 shares for stock options resolved in 2015.
In the event that the Company conducts a stock split (which shall include gratis allotment of shares of common stock of Recruit
Holdings; the same shall apply hereinafter for statements concerning a stock split)
or reverse stock split of its common stock, the
Number of Shares Granted shall be adjusted in accordance with the following formula. Any fractional shares resulting from such
adjustments shall be rounded down.
Number of Shares Granted after
adjustment
=
Number of Shares Granted
before adjustment
×
Ratio of stock split or
reverse stock split
If other unavoidable circumstances that require an adjustment of the Number of Shares Granted occur, the Company may adjust the
Number of Shares Granted to a reasonable extent.
2 If the Company implements organizational restructuring, such as a merger in which the Company is dissolved, or share exchange or
transfer in which the Company becomes a wholly-owned subsidiary, the holders of remaining stock options
at the time the
organizational restructuring comes into effect (the “Remaining Stock Options”) shall be provided with stock options in the restructured
company as described in Article 236, Paragraph 1, Item 8, (a), (d), or (e) of the Companies Act of Japan (the “Restructured
Company”) based on the following conditions. In this case, the Remaining Stock Options shall become void. However, this shall be
limited to cases in which the provision of stock options in the Restructured Company in accordance with the following conditions to
provide with stock options in the Restructured Company is stipulated in an absorption-type merger agreement, a consolidation-type
merger agreement, a share exchange agreement, or a share transfer plan.
- Number of stock options in the Restructured Company to be granted
The same number as the number of Remaining Stock Options held by each holder of Remaining Stock Options shall be
granted.
- Type of shares of the Restructured Company underlying the stock options
This shall be shares of common stock of the Restructured Company.
- Number of shares of the Restructured Company underlying the stock options
This shall be a number based on reasonable adjustments to the number of underlying shares determined in consideration of the
conditions of the organizational restructuring (the “Number of Shares After Succession”). Any fractional shares due to such
adjustments shall be rounded down.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 62
- Amount of assets to be contributed upon exercise of stock options.
The amount of assets to be contributed upon exercise of a stock acquisition right shall be the amount calculated by multiplying
the amount to be paid in (1 yen per share) for shares to be contributed upon exercise of a stock acquisition right by the Number
of Shares Granted.
- Period for exercising the stock options
This shall be the period from either the commencement date of the period during which the stock options can be exercised as
set forth in the “Exercise period of stock options” in the above table, or the effective date of the organizational restructuring,
whichever is later, through the final date of the period during which the stock options can be exercised as set forth in the
“Exercise period of stock options.”
- Matters regarding common stock and legal capital surplus that will be increased due to issuance of shares upon exercise of stock
options
The above matters shall be determined based on the following conditions:
• The amount of common stock to be increased when shares are issued upon the exercise of stock options shall be half
of the maximum amount of common stock to be increased, which is calculated in accordance with Article 17, Paragraph
1 of the Regulation on Corporate Accounting of Japan. Fractions of less than one yen due to the calculation shall be
rounded up.
• The amount of legal capital surplus to be increased when shares are issued upon the exercise of stock options shall be
the amount calculated by
deducting the amount of common stock to be increased as stated above from the maximum
amount of common stock to be increased as stated above.
- Restrictions on the acquisition of stock options by transfer
The acquisition of stock options by transfer shall require the approval of the Restructured Company.
- Conditions for the acquisition of stock options
The Company may acquire stock options for no consideration, on a date separately prescribed by the Board of Directors, if one
of the following proposals is approved by a resolution of an Annual Meeting of Shareholders of the Company (or if it has been
approved by a resolution of the Board of Directors meeting, in case a resolution of the Annual Meeting of Shareholders is not
required): a proposal to approve the amendment of the Articles of Incorporation that creates a provision for the Company to
acquire all of the shares underlying the stock options by a resolution of an Annual Meeting of Shareholders of the Company; a
proposal to approve a merger agreement in which the Company is a dissolving company; or a proposal for a share exchange
agreement or share transfer plan in which the Company becomes a wholly-owned subsidiary.
- Conditions for the exercise of stock options
Conditions for the exercise of stock options shall be determined in accordance with the “Conditions for exercise of stock
options” in the above table.
- In cases where the number of shares to be granted to the holder of stock options who had exercised their stock options includes a
fraction of less than one share, such fraction shall be rounded down.
3 The Company implemented a ten-for-one stock split on July 31, 2014. As a result, adjustments were made to the “number of shares
underlying stock options” and the “issue price and amount to be capitalized upon issuance of shares through exercise of stock
options” for the stock options resolved in 2013. The initial Number of Shares Granted for the stock options resolved in 2014 has been
adjusted to reflect the stock split.
4 The Company implemented a three-for-one stock split on July 1, 2017. As a result, adjustments were made to the “number of shares
underlying stock options” and the “issue price and amount to be capitalized upon issuance of shares through exercise of stock
options.”
Stock Options Issued in 2019
Stock Options as equity compensation resolved at the Board of Directors meeting held on July 16, 2019 were issued on July 31,
2019.
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
3,291
1
3,291
1
Type, details, and number of shares
underlying stock options
329,100 shares of common stock
1
329,100 shares of common stock
1
Amount to be paid in upon exercise of
stock options (Yen)
3,718
Same as left
Exercise period of stock options
July 31, 2019 - July 30, 2029
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 3,718
Amount to be capitalized: 1,859
Same as left
Conditions for exercise of stock options
Stock options cannot be exercised in fractional
portions.
If a holder of the stock options (the “Stock
Options Holder”) loses all of his or her status
as a Director and/or Senior Vice President of
the Company during the period in which the
Stock Options Holder may exercise the stock
options, such Stock Options Holder may
exercise the stock options only for the period
up to the earlier of the day that is three years
from the date of such loss of status or the last
Same as left
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 63
day of the exercise period of the stock options.
A Stock Options Holder is prohibited to pledge
or otherwise dispose of the stock options in any
way.
Other conditions will be set out in the stock
options allotment agreement to be executed
between the Company and the Stock Options
Holder pursuant to the resolution of the
Company’s Board of Directors.
Matters concerning transfer of stock
options
The acquisition of stock options through
transfer shall require the approval of the Board
of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
Stock Options Issued in 2020
Stock Options as equity compensation resolved at the Board of Directors meeting held on July 8, 2020 were issued on July 27,
2020.
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
2,520
1
2,520
1
Type, details, and number of shares
underlying stock options
252,000 shares of common stock
1
252,000 shares of common stock
1
Amount to be paid in upon exercise of stock
options (Yen)
3,558
Same as left
Exercise period of stock options
July 27, 2020 - July 26, 2030
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 3,558
Amount to be capitalized: 1,779
Same as left
Conditions for exercise of stock options
Stock options cannot be exercised in
fractional portions.
If a holder of the stock options (the “Stock
Options Holder”) loses all of his or her status
as a Director and/or Senior Vice President of
the Company during the period in which the
Stock Options Holder may exercise the stock
options, such Stock Options Holder may
exercise the stock options only for the period
up to the earlier of the day that is three years
from the date of such loss of status or the last
day of the exercise period of the stock
options.
A Stock Options Holder is prohibited to pledge
or otherwise dispose of the stock options in
any way.
Other conditions will be set out in the stock
options allotment agreement to be executed
between the Company and the Stock Options
Holder pursuant to the resolution of the
Company’s Board of Directors.
Same as left
Matters concerning transfer of stock options
The acquisition of stock options through
transfer shall require the approval of the
Board of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 64
Stock Options Issued in 2021
Stock Options as equity compensation resolved at the Board of Directors meeting held on July 14, 2021 were issued on July 29,
2021.
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
6,882
1
6,882
1
Type, details, and number of shares
underlying stock options
688,200 shares of common stock
1
688,200 shares of common stock
1
Amount to be paid in upon exercise of stock
options (Yen)
5,762
Same as left
Exercise period of stock options
April 1, 2022 - July 28, 2031
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 5,762
Amount to be capitalized: 2,881
Same as left
Conditions for exercise of stock options
Stock options cannot be exercised in
fractional portions.
If a holder of the stock options (the “Stock
Options Holder”) loses all of his or her
status as a Director and/or Senior Vice
President of the Company during the period
in which the Stock Options Holder may
exercise the stock options, such Stock
Options Holder may exercise the stock
options only for the period up to the earlier
of the day that is three years from the date
of such loss of status or the last day of the
exercise period of the stock options.
A Stock Options Holder is prohibited to
pledge or otherwise dispose of the stock
options in any way.
Other conditions will be set out in the stock
options allotment agreement to be executed
between the Company and the Stock
Options Holder pursuant to the resolution of
the Company’s Board of Directors.
Same as left
Matters concerning transfer of stock options
The acquisition of stock options through
transfer shall require the approval of the
Board of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
Stock Options Issued in 2022
Stock Options as equity compensation resolved at the Board of Directors meeting held on July 8, 2022 were issued on July 25,
2022.
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
4,851
1
4,851
1
Type, details, and number of shares
underlying stock options
485,100 shares of common stock
1
485,100 shares of common stock
1
Amount to be paid in upon exercise of stock
options (Yen)
4,700
Same as left
Exercise period of stock options
April 1, 2023 - July 24, 2032
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 4,700
Amount to be capitalized: 2,350
Same as left
Conditions for exercise of stock options
Stock options cannot be exercised in
fractional portions.
Same as left
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 65
If a holder of the stock options (the “Stock
Options Holder”) loses all of his or her
status as a Director and/or Senior Vice
President
and/or employees of the Company or its
subsidiaries during the period in which the
Stock Options Holder may exercise the
stock options, such Stock Options Holder
may exercise the stock options only for the
period up to the earlier of the day that is
three years from the date of such loss of
status or the last day of the exercise period
of the stock options.
A Stock Options Holder is prohibited to
pledge or otherwise dispose of the stock
options in any way.
Other conditions will be set out in the stock
options allotment agreement to be executed
between the Company and the Stock
Options Holder pursuant to the resolution of
the Company’s Board of Directors.
Matters concerning transfer of stock options
The acquisition of stock options through
transfer shall require the approval of the
Board of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
Stock Options Issued in 2023
Stock Options as equity compensation resolved at the Board of Directors meeting held on July 11, 2023 were issued on July 26,
2023.
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
4,405
1
4,405
1
Type, details, and number of shares
underlying stock options
440,500 shares of common stock
1
440,500 shares of common stock
1
Amount to be paid in upon exercise of stock
options (Yen)
4,773
Same as left
Exercise period of stock options
April 1, 2024 - July 25, 2033
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 4,773
Amount to be capitalized: 2,387
Same as left
Conditions for exercise of stock options
Stock options cannot be exercised in
fractional portions.
If a holder of the stock options (the “Stock
Options Holder”) loses all of his or her
status as a Director and/or Senior Vice
President of the Company during the period
in which the Stock Options Holder may
exercise the stock options, such Stock
Options Holder may exercise the stock
options only for the period up to the earlier
of the day that is three years from the date
of such loss of status or the last day of the
exercise period of the stock options.
A Stock Options Holder is prohibited to
pledge or otherwise dispose of the stock
options in any way.
Other conditions will be set out in the stock
options allotment agreement to be executed
between the Company and the Stock
Options Holder pursuant to the resolution of
the Company’s Board of Directors.
Same as left
Matters concerning transfer of stock options
The acquisition of stock options through
Same as left
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 66
transfer shall require the approval of the
Board of Directors of the Company.
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
1 The number of shares underlying each stock option (the “Number of Shares Granted”) shall be 100.
In the event that the Company conducts a stock split (which shall include gratis allotment of shares of common stock of Recruit
Holdings; the same shall apply for statements concerning a stock split) or reverse stock split of its common stock after the allotment
date of the stock options (the “Allotment Date”), the Number
of Shares Granted shall be adjusted in accordance with the following
formula. Any fractional shares resulting from such adjustments shall be rounded down.
Number of Shares Granted
after adjustment
=
Number of Shares Granted
before adjustment
×
Ratio of stock split or
reverse stock split
If after the Allotment Date, a merger or company split, or any other unavoidable circumstances that require an adjustment of the
Number of Shares Granted occur, the Company may adjust the Number of Shares Granted to a reasonable extent.
2 If the Company implements organizational restructuring, such as a merger in which the Company is dissolved, absorption-type
company split in which the Company is a splitting company, incorporation-type company split, or share exchange in
which the
Company becomes a wholly-owned subsidiary, or share transfer, the holders of remaining stock options at the time the organizational
restructuring comes into effect (the “Remaining Stock Options”) shall be provided with stock options in the restructured company as
described in Article 236, Paragraph 1, Item 8, (a) through (e) of the Companies Act of Japan (the “Restructured Company”) based on
the following conditions.
In this case, the Remaining Stock Options shall become void. However, this shall be limited to cases in which the provision of stock
options in the Restructured Company in accordance with the following conditions is stipulated in an absorption-type merger
agreement, a consolidation-type merger agreement, an absorption-type company split agreement, an incorporation-type company
split plan, a share exchange agreement, or a share transfer plan.
- Number of stock options in the Restructured Company to be granted
The same number as the number of Remaining Stock Options held by each Stock Options Holder shall be granted.
- Type of shares of the Restructured Company underlying the stock options
This shall be shares of common stock of the Restructured Company.
- Number of shares of the Restructured Company underlying the stock options
This shall be a number determined in accordance with Note 1 above, in consideration of the conditions of the organizational
restructuring.
- Amount of assets to be contributed upon exercise of stock options
The amount of assets to be contributed upon exercise of the options to be delivered shall be the amount calculated by
multiplying the exercise price after the organizational
restructuring obtained as a result of the adjustment of the exercise price
by the number of shares of the Restructured Company underlying the stock options to be determined pursuant to the above
item “Number of shares of the Restructured Company underlying the stock options,” in consideration of the conditions of the
organizational restructuring.
- Period for exercising the stock options
This shall be the period from either the commencement date of the period during which the stock options can be exercised as
set forth in the “Exercise period of stock options” in the above table, or the effective date of the organizational restructuring,
whichever is later, through the last date of the period during which the stock options can be exercised as set forth in the
“Exercise period of stock options.”
- Matters regarding common stock and legal capital surplus that will be increased due to issuance of shares upon exercise of stock
options
The above matters shall be determined based on the following conditions:
• The amount of common stock to be increased when shares are issued upon the exercise of stock options shall be half
of the maximum amount of common stock, etc. to be increased, which is calculated in accordance with Article 17,
Paragraph 1 of the Regulation on Corporate Accounting of Japan. Fractions of less than one yen due to the calculation
shall be rounded up.
• The amount of legal capital surplus to be increased when shares are issued upon the exercise of stock options shall be
the amount calculated by deducting the amount of common stock to be increased as stated above from the maximum
amount of common stock, to be increased as stated above.
- Restrictions on the acquisition of stock options by transfer
The acquisition of stock options by transfer shall require the approval of the Restructured Company.
- Conditions for the exercise of stock options
Conditions for the exercise of stock options shall be determined in accordance with the “Conditions for exercise of stock
options” in the above table.
- Matters relating to the acquisition of stock options
If a stock acquisition right holder becomes unable to exercise the stock options in accordance with the provisions of the
“Conditions for exercise of stock options” in the above table or the provisions of the stock options allotment agreement before
the exercise of the options, the Company may acquire the relevant stock options for no considerations, on a date separately
prescribed by the Board of Directors.
- In cases where the number of shares
to be granted to the holder of stock options who had exercised their stock options includes a
fraction of less than one share, such fraction shall be rounded down.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 67
Stock Options Issued in 2024
Stock Options as equity compensation resolved at the Board of Directors meeting held on July 9, 2024 were issued on July 24,
2024.
As of the end of the current
fiscal year
(March 31, 2025)
As of the end of the month prior to the
submission date
(May 31, 2025)
Number of stock options
2,525
1
2,525
1
Type, details, and number of shares
underlying stock options
252,500 shares of common stock
1
252,500 shares of common stock
1
Amount to be paid in upon exercise of stock
options (Yen)
8,937
Same as left
Exercise period of stock options
April 1, 2025 - July 23, 2034
Same as left
Issue price and amount to be capitalized
upon exercise of stock options (Yen)
Issue price: 8,937
Amount to be capitalized: 4,469
Same as left
Conditions for exercise of stock options
Stock options cannot be exercised in
fractional portions.
If a holder of the stock options (the “Stock
Options Holder”) loses all of his or her status
as a Director and/or Senior Vice President of
the Company during the period in which the
Stock Options Holder may exercise the stock
options, such Stock Options Holder may
exercise the stock options only for the period
up to the earlier of the day that is three years
from the date of such loss of status or the last
day of the exercise period of the stock
options.
A Stock Options Holder is prohibited to
pledge or otherwise dispose of the stock
options in any way.
Other conditions will be set out in the stock
options allotment agreement to be executed
between the Company and the Stock Options
Holder pursuant to the resolution of the
Company’s Board of Directors.
Same as left
Matters concerning transfer of stock options
The acquisition of stock options through
transfer shall require the approval of the
Board of Directors of the Company.
Same as left
Matters concerning allotment of stock
options following reorganization
Please refer to the Note below
2
Same as left
1 The number of shares underlying each stock option (the “Number of Shares Granted”) shall be 100.
In the event that the Company conducts a stock split (which shall include gratis allotment of shares of common stock of Recruit
Holdings; the same shall apply for statements concerning a stock split) or reverse stock split of its common stock after the allotment
date of the stock options (the “Allotment Date”), the Number
of Shares Granted shall be adjusted in accordance with the following
formula. Any fractional shares resulting from such adjustments shall be rounded down.
Number of Shares Granted
after adjustment
=
Number of Shares Granted
before adjustment
×
Ratio of stock split or reverse
stock split
If after the Allotment Date, a merger or company split, or any other unavoidable circumstances that require an adjustment of the
Number of Shares Granted occur, the Company may adjust the Number of Shares Granted to a reasonable extent.
2 If the Company implements organizational restructuring, such as a merger in which the Company is dissolved, absorption-type
company split in which the Company is a splitting company, incorporation-type company split, or share exchange in which the Company
becomes a wholly-owned subsidiary, or share transfer, the holders of remaining stock options at the time the organizational restructuring
comes into effect (the “Remaining Stock Options”) shall be provided with stock options in the restructured company as described in
Article 236, Paragraph 1, Item 8, (a) through (e) of the Companies Act of Japan (the “Restructured Company”) based on the following
conditions.
In this case, the Remaining Stock Options shall become void. However, this shall be limited to cases in which the provision of stock
options in the Restructured
Company in accordance with the following conditions is stipulated in an absorption-type merger
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 68
agreement, a consolidation-type merger agreement, an absorption-type company split agreement, an incorporation-type company
split plan, a share exchange agreement, or a share transfer plan.
- Number of stock options in the Restructured Company to be granted
The same number as the number of Remaining Stock Options held by each Stock Options Holder shall be granted.
- Type of shares of the Restructured Company underlying the stock options
This shall be shares of common stock of the Restructured Company.
- Number of shares of the Restructured Company underlying the stock options
This shall be a number determined in accordance with Note 1 above, in consideration of the conditions of the organizational
restructuring.
- Amount of assets to be contributed upon exercise of stock options
The amount of assets to be contributed upon exercise of the options to be delivered shall
be the amount calculated by
multiplying the exercise price after the organizational restructuring obtained as a result of the adjustment of the exercise price
by the number of shares of the Restructured Company underlying the stock options to be determined pursuant to the above
item “Number of shares of the Restructured Company underlying the stock options,” in consideration of the conditions of the
organizational restructuring.
- Period for exercising the stock options
This shall be the period from either the commencement date of the period during which the stock options can be exercised as
set forth in the “Exercise period of stock options” in the above table, or the effective date of the organizational restructuring,
whichever is later, through the last date of the period during which the stock options can be exercised as set forth in the
“Exercise period of stock options.”
- Matters regarding common stock and legal capital surplus that will be increased due to issuance of shares upon exercise of stock
options
The above matters shall be determined based on the following conditions:
• The amount of common stock to be increased when shares are issued upon the exercise of stock options shall be half
of the maximum amount of common stock, etc. to be increased, which is calculated in accordance with Article 17,
Paragraph 1 of the Regulation on Corporate Accounting of Japan. Fractions of less than one yen due to the
calculation shall be rounded up.
• The amount of legal capital surplus to be increased when shares are issued upon the exercise of stock options shall
be the amount calculated by deducting the amount of common stock to be increased as stated above from the
maximum amount of common stock, to be increased as stated above.
- Restrictions on the acquisition of stock options by transfer
The acquisition of stock options by transfer shall require the approval of the Restructured Company.
- Conditions for the exercise of stock options
Conditions for the exercise of stock options shall be determined in accordance with the “Conditions for exercise of stock
options” in the above table.
- Matters relating to the acquisition of stock options
If a stock acquisition right holder becomes unable to exercise the stock options in accordance with the provisions of the
“Conditions for exercise of stock options” in the above table or the provisions of the stock options allotment agreement before
the exercise of the options, the Company may acquire the relevant stock options for no considerations, on a date
separately
prescribed by the Board of Directors.
- In cases where the number of shares to be granted to the holder of stock options who had exercised their stock options includes a
fraction of less than one share, such fraction shall be rounded down.
Details of the Rights Plan
Not applicable.
Status of Other Stock Acquisition Rights
Not applicable.
Execution Status of Bonds with Stock Acquisition Rights with Exercise Price
Adjustment Clause
Not applicable.
Changes in Total Number of Issued Shares, Common Stock and Legal Capital
Surplus
Date
Increase
(Decrease) in
total number of
issued shares
Balance of total
number of issued
shares
Increase
(Decrease) in
common stock
(In millions
of yen)
Balance of
common stock
(In millions
of yen)
Increase
(Decrease) in
legal capital
surplus
(In millions
of yen)
Balance of legal
capital surplus
(In millions
of yen)
March 29, 2024
1
(46,118,081)
1,649,841,949
-
40,000
-
-
March 24, 2025
1
(85,929,800)
1,563,912,149
-
40,000
-
-
1 Due to retirement of treasury stock.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 69
Shareholders by Category
As of March 31, 2025
Type
Shareholding category (Number of shares per unit: 100)
Numbe
r of
shares
of less
than
one
unit
Govern-
ments and
local public
bodies
Financial
institutions
Financial
instrument
dealers
Other
corpora-
tions
Overseas
Individuals,
etc.
Total
Non-
individuals
Individuals
Number of
share-
holders
-
105
64
759
1,210
489
48,683
51,310
-
Number of
shares
owned
(Units)
-
5,318,981
210,517
903,543
7,190,821
6,421
2,006,857
15,637,140
198,149
Ratio of
shares
owned (%)
-
34.01
1.34
5.77
45.97
0.04
12.83
100.00
-
1 36,408,381 shares of treasury stock consist of 364,083 units under “Individuals, etc.,” and 81 shares under “Number of shares of less
than one unit.”
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 70
Status of Major Shareholders
As of March 31, 2025
Name
Address
Number of shares
owned
(Thousands)
Ratio of ownership
against total number of
issued shares, excluding
treasury stock
1
(%)
The Master Trust Bank of Japan, Ltd.
(Trust account)
Akasaka Intercity AIR, 1-8-1 Akasaka,
Minato-ku, Tokyo, Japan
294,439
19.27
Custody Bank of Japan, Ltd. (Trust
account)
1-8-12 Harumi, Chuo-ku, Tokyo, Japan
111,218
7.28
STATE STREET BANK AND TRUST
COMPANY 505001
(Standing proxy: Settlement &
Clearing Services Department,
Mizuho Bank, Ltd.)
ONE CONGRESS STREET, SUITE 1,
BOSTON, MASSACHUSETTS
(Shinagawa Intercity Tower A, 2-15-1
Konan, Minato-ku, Tokyo, Japan)
63,336
4.14
JP MORGAN CHASE BANK 385632
(Standing proxy: Settlement &
Clearing Services Department,
Mizuho Bank, Ltd.)
25 BANK STREET, CANARY WHARF,
LONDON, E14 5JP, UNITED KINGDOM
(Shinagawa Intercity Tower A, 2-15-1
Konan, Minato-ku, Tokyo, Japan)
46,246
3.02
STATE STREET BANK WEST
CLIENT - TREATY 505234 (Standing
proxy: Settlement & Clearing
Services Department, Mizuho Bank,
Ltd.)
1776 HERITAGE DRIVE, NORTH
QUINCY, MA 02171, U.S.A.
(Shinagawa Intercity Tower A, 2-15-1
Konan, Minato-ku, Tokyo, Japan)
29,454
1.92
GIC PRATE LIMITED - C
(StaIVnding proxy: MUFG Bank, Ltd.)
168 ROBINSON ROAD #37-01 CAPITAL
TOWER SINGAPORE068912
(1-4-5 Marunouchi, Chiyoda-ku, Tokyo,
Japan Transaction Services Division)
28,874
1.89
The Master Trust Bank of Japan, Ltd.
(ESOP Trust account 76826)
Akasaka Intercity AIR, 1-8-1 Akasaka,
Minato-ku, Tokyo, Japan
28,852
1.88
Nippon Television Network
Corporation
1-6-1 Higashi Shimbashi , Minato-ku,
Tokyo, Japan
25,500
1.66
The Master Trust Bank of Japan, Ltd.
(ESOP Trust account 76576)
Akasaka Intercity AIR, 1-8-1 Akasaka,
Minato-ku, Tokyo, Japan
23,745
1.55
GOVERNMENT OF
NORWAY(Standing proxy: Citibank,
N.A., Tokyo Branch)
BANKPLASSEN 2, 0107 OSLO 1 OSLO
0107 NO
(6-27-30 Shinjuku, Shinjuku-ku, Tokyo,
Japan)
22,678
1.48
Total
-
674,347
44.14
1 The Company’s treasury stock (36,408,381 shares) is excluded in the calculation of the shareholding ratio. Treasury stock does not
include the Company’s stock held by the Board Incentive Plan trust (2,873,714 shares) and the equity-settled ESOP trust (57,914,467
shares).
2 A Report of the Report of Large Volume Holding that was made available for public inspection
on May 11, 2020 reports that Sumitomo
Mitsui Trust Asset Management Co., Ltd. and its joint holder Nikko Asset management Co., Ltd. hold shares as given below as of April
30, 2020. However, their holdings are not reflected in the status of major shareholders above since the Company was not able to
confirm beneficial ownership or the number of shares held as of March 31, 2025.
Overview of the Report of Large Volume Holding mentioned above is as follows.
Name
Address
Number of shares
owned
(Thousands)
Holding ratio of share
certificates, etc.
(%)
Sumitomo Mitsui Trust Asset
Management Co., Ltd.
1-1-1 Shibakoen, Minato-ku, Tokyo,
Japan
48,135
2.84
Nikko Asset Management Co., Ltd.
9-7-1 Akasaka Minato-ku, Tokyo, Japan
37,486
2.21
Total
-
85,622
5.05
3 A change report of the Report of Large Volume Holding that was made available for public inspection on July 21, 2020 reports that
Nomura Securities Co., Ltd. and its joint holders NOMURA INTERNATIONAL PLC and Nomura Asset Management Co., Ltd. hold
shares as given below as of July 15, 2020. However, their holdings are not reflected
in the status of major shareholders above since
the Company was not able to confirm beneficial ownership or the number of shares held as of March 31, 2025.
Overview of the change report is as follows.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 71
Name
Address
Number of shares
owned
(Thousands)
Holding ratio of share
certificates, etc.
(%)
Nomura Securities Co., Ltd.
1-9-1 Nihonbashi, Chuo-ku, Tokyo,
Japan
2,572
0.15
NOMURA INTERNATIONAL PLC
1 Angel Lane, London EC4R 3AB,
United Kingdom
1,812
0.11
Nomura Asset Management Co., Ltd.
2-2-1 Toyosu, Koto-ku, Tokyo, Japan
83,182
4.90
Total
-
87,567
5.16
4 A change report of the Report of Large Volume Holding that was made available for public inspection on April 3, 2025 reports that
BlackRock Japan Co., Ltd. and its joint holders BlackRock Advisers, LLC, BlackRock Financial Management, Inc., BlackRock
(Netherlands) BV, BlackRock Fund Managers Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management
Ireland Limited, BlackRock
Fund Advisors, BlackRock Institutional Trust Company, N.A., and BlackRock Investment Management
(UK) Limited hold shares as given below as of March 31, 2025. However, their holdings are not reflected in the status of major
shareholders above since the Company was not able to confirm beneficial ownership or the number of shares held as of March 31,
2025.
Overview of the change report is as follows.
Name
Address
Number of shares
owned
(Thousands)
Holding ratio of share
certificates, etc.
(%)
BlackRock Japan Co., Ltd.
1-8-3 Marunouchi, Chiyoda-ku Tokyo ,
Japan
34,489
2.21
BlackRock Advisers, LLC
251 Little Falls Drive, Wilmington,
Delaware, U.S.A.
2,848
0.18
BlackRock Financial Management, Inc.
251 Little Falls Drive, Wilmington,
Delaware, U.S.A.
1,740
0.11
BlackRock (Netherlands) BV
Amstelplein 1, 1096 HA Amsterdam,
The Netherlands
5,168
0.33
BlackRock Fund Managers Limited
12 Throgmorton Avenue, London, U.K.
4,514
0.29
BlackRock Asset Management Canada
Limited
Suite 2500, 161 Bay Street, Toronto,
Ontario, Canada
2,301
0.15
BlackRock Asset Management Ireland
Limited
1st Floor, 2 Ballsbridge Park,
Ballsbridge, Dublin, Ireland
10,663
0.68
BlackRock Fund Advisors
400 Howard Street, San Francisco,
California, U.S.A.
28,117
1.80
BlackRock Institutional Trust Company,
N.A.
400 Howard Street, San Francisco,
California, U.S.A.
20,456
1.31
BlackRock Investment Management
(UK) Limited
12 Throgmorton Avenue, London, U.K.
2,046
0.13
Total
-
112,347
7.18
5 A change report of the Report of Large Volume Holding that was made available for public inspection on March 24, 2025 reports that
Capital Research and Management Company and its joint holder Capital International Inc. hold shares as given below as of March 14,
2025. However, their holdings are not reflected in the status of major
shareholders above since the Company was not able to confirm
beneficial ownership or the number of shares held as of March 31, 2025.
Overview of the change report is as follows.
Name
Address
Number of shares
owned
(Thousands)
Holding ratio of share
certificates, etc.
(%)
Capital Research and Management
Company
333 South Hope Street, Los Angeles,
California, U.S.A.
66,223
4.01
Capital International Inc.
333 South Hope Street, Los Angeles,
California, U.S.A.
2,126
0.13
Total
-
68,350
4.14
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 72
Status of Voting Rights
Issued Shares
As of March 31, 2025
Type
Number of shares
Number of voting rights
Details
Non-voting shares
-
-
-
Shares with limited voting rights (Treasury
stock, etc.)
-
-
-
Shares with limited voting rights (Other)
-
-
-
Shares with full voting rights (Treasury stock)
(Treasury stock)
Common stock
36,408,300
-
-
Shares with full voting rights (Other)
Common stock
1,527,305,700
15,273,057
-
Shares of less than one unit
Common stock
198,149
-
-
Total number of issued shares
1,563,912,149
-
-
Voting rights of all shareholders
-
15,273,057
-
Treasury Stock
As of March 31, 2025
Name of owner
Location of owner
Number of shares
owned under own
name
Number of shares
owned under another
name
Total number of
shares owned
Ratio of
ownership
against total
number of
issued shares
(%)
(Treasury stock)
Recruit Holdings
Co., Ltd.
1-9-2 Marunouchi,
Chiyoda-ku, Tokyo,
Japan
36,408,300
-
36,408,300
2.32
Total
-
36,408,300
-
36,408,300
2.32
1
The stock described as treasury stock in the consolidated financial statements includes the BIP trust and the equity-settled ESOP Trust
in addition to the stock referred to in the above table. The number of treasury stocks as of March 31, 2025 including such stocks as
well as shares of less than one unit is 97,196,562 shares.
Details of Share Ownership Plans for Directors, Key Management Personnel, and
Employees
• The Company has implemented an Equity Incentive Scheme (the "Scheme") for Directors and Key Management Personnel of
Recruit Holdings and its subsidiaries.
• The Company has also implemented an Equity Incentive Plan (the "Plan") primarily for HR Technology SBU employees,
utilizing shares of Recruit Holdings.
Equity Incentive Scheme for Directors and Key Management Personnel
Purpose of Implementation
The Scheme was implemented as a long-term incentive plan for Directors and Key Management Personnel, and by establishing a
strong connection between their compensation and shareholder value the Company believes this Scheme contributes to an increase in
mid- to long-term enterprise value. The Scheme was implemented for Directors and Key Management Personnel of Recruit Holdings in
2016, and for Directors and Key Management Personnel of its subsidiaries in 2018.
Overview of the Scheme
The Scheme adopts the structure used for a Board Incentive Plan Trust (the “BIP Trust”), in which Directors and Key Management
Personnel are granted Recruit Holdings shares or receive the monetary equivalent value of such shares (“Recruit Holdings shares,
etc.”) according to their rank, and in cases where there are performance linked targets, the level of attainment of such targets; similar to
Performance Share plans and Restricted Stock plans in the United States and Europe. The Company plans to continuously use the
Scheme by setting a new BIP Trust every year, or changing and making additional entrustment to the existing BIP Trust before the
original trust period expires.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 73
Outline of the BIP Trust Agreements
FY2018
Agreement
FY2023
Agreement
1
FY2024
Agreement
2
FY2025
Agreement
3
FY2020
Agreement
FY2023
Agreement
4
FY2024
Agreement
2
FY2025
Agreement
5
Type of trust
Monetary trust other than a specified solely-administered monetary trust (third-party benefit trust)
Purpose of
trust
Providing long-term incentive to the Directors and Key Management Personnel
Entruster
Recruit Holdings
Trustee
Mitsubishi UFJ Trust and Banking Corporation
(Joint Trustee: The Master Trust Bank of Japan, Ltd.)
Beneficiary
The Directors and Key Management Personnel of
Recruit Holdings who meet the beneficiary requirements
The Directors and Key Management Personnel of the
Company’s subsidiaries who meet the beneficiary
requirements
Trust
administrator
A third party with no interest in the Company
Date of
agreement
November
14, 2018
(Changed
on May 16,
2024)
May 15,
2017
(Changed
on May 18,
2023)
May 17, 2018
(Changed on
May 16,
2024)
November
11, 2016
(Changed
on May 12,
2025)
May 28,
2020
(Changed
on May 18,
2023)
May 28,
2020
(Changed
on May 18,
2023)
May 17,
2018
(Changed on
May 16,
2024)
February
17, 2020
(Changed
on May 12,
2025)
Planned trust
term
November
14, 2018 -
August 31,
2027
May 15,
2017 -
August 31,
2026
May 17, 2018
- August 31,
2027
November
11, 2016 -
August 31,
2028
May 28,
2020 -
August 31,
2026
May 28,
2020 -
August 31,
2026
May 17,
2018 -
August 31,
2027
February 17,
2020 -
August 31,
2028
Exercise of
voting rights
Voting rights will not be exercised
Class of shares
to be acquired
Common stock of Recruit Holdings
Approximate
Amount of trust
(including trust
fees and trust
expenses)
0.2 billion
yen
1.8 billion
yen (of
which 1.2
billion yen
for the
Directors)
2.2 billion
yen (of
which 1.4
billion yen
for the
Directors)
2.0 billion
yen (of
which 1.4
billion yen
for the
Directors)
0.4 billion
yen
2.0 billion
yen
1.9 billion
yen
2.2 billion
yen
Date of share
acquisition
November
15, 2018
May 23,
2023
May 21,
2024
May 14,
2025
May 29,
2020
May 23,
2023
May 21,
2024
May 14,
2025
Method of
share
acquisition
From the stock market
Rights holder
Recruit Holdings
Residual
assets
Recruit Holdings, as the rights holder, may receive residual assets within the scope of the reserve for trust
expenses after deducting share acquisition funds from trust assets.
1 This portion reflects changes and additions made to the May 15, 2017 Trust Agreement.
2 This portion reflects changes and additions made to the May 17, 2018 Trust Agreement.
3 This portion reflects changes and additions made to the November 11, 2016 Trust Agreement.
4 This portion reflects changes and additions made to the May 28, 2020 Trust Agreement.
5 This portion reflects changes and additions made to the February 17, 2020 Trust Agreement.
Amount of Trust Funds Scheduled to Be Contributed to the BIP Trust and the Number of Shares, Etc.
Scheduled to Be Delivered from the BIP Trust
With the eligible beneficiaries being the Directors (excluding independent Directors) of the Company, the maximum amount of trust
funds contributed to the BIP
Trust and the total number of Recruit Holdings shares, etc. delivered from the BIP Trust per fiscal year shall
not exceed the amounts as stated below.
- Maximum total amount of trust funds: 2 billion yen
- Maximum total number of Recruit Holdings shares: 700,000 shares
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 74
Scope of Parties Who Can Receive Beneficiary Rights and Other Rights under the Scheme
Directors and Key Management Personnel of Recruit Holdings and its subsidiaries who meet the beneficiary requirements.
Reference: The details of the BIP Trust compensation that was awarded to the Directors during FY2024 are as follows.
Category
Number of Shares
Number of Recipients
Directors
(Excluding Independent Directors)
36,300
1
Independent Directors
0
0
Equity Incentive Plan for Employees
Purpose of Implementation
The Company believes that the Plan will emphasize to its employees the significance of their contributions toward enhancing the
Company’s enterprise value in the mid- to long-term. The Company has decided to implement the Plan, with new grants beginning in
the calendar year 2021.
Equity-based incentives have become a standard practice for publicly listed global technology companies. As
a result, the Company
believes that the implementation of this plan, for which the main recipients are primarily employees in the HR Technology SBU, will be
an invaluable tool for recruiting and retaining talent globally.
Overview of the Plan
The Plan operates through an Employee Stock Ownership Plan Trust (the “ESOP Trust”). The ESOP Trust is a mechanism designed
with reference to equity incentive schemes. The Plan delivers
the shares of Recruit Holdings acquired by the ESOP Trust to employees
based on the terms set forth in the Plan.
The Company currently anticipates that the Plan will be implemented on an ongoing basis and will continue to consider the acquisition
of the Company's shares by the ESOP Trust in the future.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 75
Outline of the ESOP Trust Agreement
FY2022 Agreement 1
FY2022 Agreement 2
FY2024 Agreement
1
Type of trust
Monetary trust other than a specified monetary trust for separate investment.
(Third party benefit trust)
Purpose of trust
To grant equity-based incentives primarily to employees of the HR Technology SBU
Entruster
Recruit Holdings
Trustee
Mitsubishi UFJ Trust and Banking Corporation
(Joint trustee: The Master Trust Bank of Japan, Ltd.)
Beneficiaries
Employee recipients of equity grants under the Plan, who primarily belong to the HR Technology SBU
Trust administrator
A third person who has no conflict of interest with the Company
Date of agreement
May 24, 2022
(Changed on May 12, 2025)
November 22, 2022
(Changed on May 12, 2025)
May 25, 2021
(Changed on May 23, 2024)
Planned trust term
From May 24, 2022 to May 31, 2028
From November 22, 2022 to
November 30, 2028
From May 25, 2021 to May
31, 2027
Exercise of voting
rights
Voting rights will not be exercised
Class of shares to be
acquired
Common stock of Recruit Holdings
Amount of trust
124,179,291,600 yen
157,723,000,000 yen
139,460,500,000 yen
Date of share
acquisition
June 1, 2022
November 29, 2022
May 30, 2024
Method of share
acquisition
Disposal of treasury stock through third-party allotment
Rights holder
Recruit Holdings
Residual assets
Recruit Holdings, as the rights holder, may receive residual assets within the scope of the reserve for trust
expenses after deducting share acquisition funds from trust money
1 This portion reflects changes and additions made to the May 25, 2021 Trust Agreement.
Eligible Beneficiaries under this Plan
Employees who primarily belong to the HR Technology SBU and meet the beneficiary requirements.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 76
Status of Acquisition of Treasury Stock
The type of treasury stock is common stock, acquired pursuant to Article 155, Items 3 and 7 of the Companies Act of Japan
Status of Acquisition of Treasury Stock Based on Resolution of the Annual Meeting
of Shareholders
Not applicable.
Status of Acquisition of Treasury Stock Based on Resolution of the Board of
Directors Meeting
Type
Number of shares
Total amount
(In millions of yen)
Status of resolution of the Board of Directors meeting held on
December 13, 2023
(Period of share acquisition: December 14, 2023 to July 17, 2024)
46,000,000
200,000
Acquired treasury stock before the end of FY2023
18,109,600
108,699
Acquired treasury stock during FY2024
12,697,600
91,300
Total number of remaining shares subject to the resolution and the
amount thereof
15,192,800
0
Unexercised ratio as of the end of FY2024 (%)
33.03
0
Acquired treasury stock from April 1, 2025 to the submission date
-
-
Unexercised ratio as of the submission date (%)
33.03
0
Type
Number of shares
Total amount
(In millions of yen)
Status of resolution of the Board of Directors meeting held on July 9,
2024 and February 12, 2025
(Period of share acquisition: July 10, 2024 to February 12, 2025)
87,000,000
600,000
Acquired treasury stock before the end of FY2023
-
-
Acquired treasury stock during FY2024
64,634,700
599,999
Total number of remaining shares subject to the resolution and the
amount thereof
22,365,300
0
Unexercised ratio as of the end of FY2024 (%)
25.71
0
Acquired treasury stock from April 1, 2025 to the submission date
-
-
Unexercised ratio as of the submission date (%)
25.71
0
1 The Company resolved at a meeting of the Board of Directors held on February 12, 2025 to shorten the acquisition period, which had
been set from July 10, 2024, to July 9, 2025, to February 12, 2025.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 77
Type
Number of shares
Total amount
(In millions of yen)
Status of resolution of the Board of Directors meeting held on
February 28, 2025 and April 25, 2025
(Period of share acquisition: March 3, 2025 to
December 23, 2025)
62,000,000
450,000
Acquired treasury stock before the end of FY2023
-
-
Acquired treasury stock during FY2024
14,608,700
128,369
Total number of remaining shares subject to the resolution and
the amount thereof
47,391,300
321,630
Unexercised ratio as of the end of FY2024 (%)
76.44
71.47
Acquired treasury stock from April 1, 2025 to the submission
date
41,003,800
321,629
Unexercised ratio as of the submission date (%)
10.30
0
1 The Company resolved at a meeting of the Board of Directors held on April 25, 2025 to expand the limit of the share repurchase from
52,000,000 shares to 62,000,000 shares.
Status of Acquisition of Treasury Stock Not Based on Resolution of the Annual
Meeting of Shareholders or the Board of Directors Meeting
Type
Number of shares
Total amount
(In millions of yen)
Acquired treasury stock during FY2024
377
3
Acquired treasury stock from April 1, 2025 to the submission
date
1
-
-
1 Acquired treasury stock from April 1, 2025 to the submission date does not include the number of shares of less than one unit
purchased between June 1, 2025 and the submission date of this document.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 78
Status of Disposal and Ownership of Treasury Stock
Type
FY2024
From April 1 to June 23, 2025
Number of shares
Total disposal
amount
(In millions
of yen)
Number of shares
Total disposal
amount
(In millions
of yen)
Treasury stock made available through tender
offer
20,000,000
140,000
-
-
Retired treasury stock
85,929,800
660,705
-
-
Treasury stock transferred in relation to
merger, share exchange, share delivery, or
company split
-
-
-
-
Other (Exercise of stock options)
16,300
     120
140,400
1,083
Number of treasury stock held at the end of
each period
36,408,381
-
77,271,781
-
1 The number of treasury stock held at June 21, 2025 does not include the number of shares of less than one unit purchased between
June 1, 2025 and the submission date of this document.
2 The stock described as treasury stock in the consolidated financial statements includes the BIP trust and the equity-settled ESOP
Trust in addition to the treasury stock referred to in the
above footnote. The number of treasury stocks including such stocks as of
March 31, 2025 is 97,196,562 shares.
Basic Policy on Profit Distribution and Dividends
The Company’s primary use of capital is to invest for its long-term business strategy in order to achieve sustainable profit growth and
increase enterprise value. The Company believes that this approach will contribute to the common interests of shareholders. The
Company also considers the return of capital to its shareholders in the form of dividends to be an important part of its capital allocation
strategy. The Company strives to continuously pay stable per-share dividends considering its long-term cash needs and financial
position.
The Company may consider implementing share repurchase programs, depending on the capital market environment and the outlook of
its financial position.
Total annual dividend for FY2024 is 24.0 yen per share, which consists of an interim dividend of 12.0 yen per share and a year-end
dividend of 12.0 yen per share.
The Company basically declares dividends twice a year. Matters stipulated in Article 459, Paragraph 1 of the Companies Act of Japan,
including cash dividends, are not resolved at the Annual Meeting of
Shareholders, but at Board of Directors meetings, unless otherwise
provided by laws and regulations.
Total annual dividend guidance for FY2025 is 25.0 yen per share, which consists of an interim dividend of 12.5 yen per share and a
year-end dividend of 12.5 yen per share.
Resolution date at the Board of Directors
meetings
Total dividend (In millions of yen)
Dividend per share (In yen)
November 11, 2024
18,696
12.0
May 9, 2025
18,330
12.0
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Status of Shares, Acquisition of Treasury Stock and Dividend Policy | 79
Corporate Governance
Corporate Governance Overview
Basic Policy on Corporate Governance
Guided by Recruit Group Management Philosophy, the Board of Directors prioritizes corporate governance policies and practices that
are designed to achieve long-term growth, increased corporate and shareholder value, and benefits for all of our stakeholders. Our
stakeholders include employees, individual users and business clients, as well as our shareholders, business partners, non-profit
organizations (NPOs) and non-governmental organizations (NGOs), national and other governments, and local communities.
In
order to further enhance corporate value in the future, the Company believes it is important to prosper together with all stakeholders
through all corporate activities with a sound governance foundation. Therefore, the Company has set its sustainability goals, and defines
corporate governance as one of our material foundations for our corporate activities, and prioritizes related initiatives.
Corporate Governance Overview
The Company's corporate governance structure is a "Company with an Audit and Supervisory Board" as defined under the Companies
Act of Japan. In this structure, Audit and Supervisory Board members appointed by shareholders conduct audits of the execution of the
duties by Directors as an independent body from the Board of Directors. This is the foundation for the Company’s efforts to ensure and
improve transparency, soundness, and efficiency of management.
Under this structure, the Company has appointed multiple independent Directors and independent Audit and Supervisory Board
members who are highly independent. The Company also has voluntarily established committees to serve as advisory bodies to the
Board of Directors, including the Nomination and Governance, Compensation, Compliance, Risk Management, and Sustainability
Committees. To enhance independence, the Nomination and Governance Committee and the Compensation Committee are all chaired
by Independent Directors and have a majority of independent members.
Annually, the Board of Directors analyzes and assesses its own effectiveness, confirms whether deliberations are conducted properly
from the perspective of various stakeholders, and carries out initiatives for improvement.
Furthermore, the Company has appointed Senior Vice Presidents, and established the Business Strategy Meeting to serve as an
advisory body to the CEO, in order to enhance the Company’s decision-making process and execution. The Business Strategy Meeting
discusses important matters for the Company and the CEO approves the execution of such matters.
The Company has organized management units called Strategic Business Units (“SBU”). Each SBU has established a managing
company, or SBU Headquarters, which manages the subsidiaries of each SBU.
After deciding basic management policies and important matters, and clarifying the scope of responsibilities, the Board of Directors
delegates certain decision-making authority to the Business Strategy Meeting, SBU Headquarters, and other relevant bodies.
Through this arrangement, the Company aims to ensure that our corporate governance mechanisms are functioning sufficiently, both in
terms of timely decision-making and effective internal control.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 80
Corporate Governance Structure
The following are the SBU Headquarters:
• HR Technology SBU : RGF OHR USA, INC.
• Staffing SBU : RGF Staffing B.V.
• Marketing Matching Technologies SBU: Recruit Co., Ltd.
Important decisions for the SBUs are made by the Board of Directors of each SBU Headquarters. The majority of the Board of Directors
of each SBU Headquarters comprises non-Executive Directors who are appointed by the Holding Company. President/CEO of SBU
Headquarters concurrently serve as Senior Vice Presidents of the Holding Company.
Board of Directors
Role of the Board of Directors
The Board of Directors seeks to
increase enterprise and shareholder value in the mid-to long-term. The responsibilities of the Board of
Directors include:
• Setting basic management policies to achieve the Company’s strategic objectives
• Conducting oversight of operations and management
• Making decisions that could have a major impact on the Company
• Resolving matters required to be resolved by the Board of Directors as stipulated in relevant laws and regulations
Board of Directors meetings are held at least once every three months. The Board of Directors makes decisions on matters which
significantly impact the Company’s corporate governance and/or the Company’s consolidated financial performance, such as
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 81
investments above a certain threshold and key personnel matters. The Board of Directors delegates authority over other business
matters to the Business Strategy Meeting and other decision-making bodies according to their appropriate level of responsibilities.
Criteria for determining organizational decision-making authority are set forth in the rules on decision-making authority. These rules are
reviewed at least once per year by the Board of Directors and revised as necessary.
Composition of the Board of Directors
As of June 23, 2025, the Board of Directors is composed of eight Directors and four Audit and
Supervisory Board members, including
four Independent Directors and two Independent Audit and Supervisory Board members.
As a result of its growth, the Company today operates across many business sectors and geographic locations, engages with a broad
universe of individual users and business clients, and employs people with a wide range of backgrounds. The Company recognizes that
the Board of Directors should reflect this wide range of perspectives to ensure that it sustains the high-quality discussions that drive
innovation and the long-term success of the Company.
As for the size of the Board of Directors, the Company believes that the Board of Directors should have an appropriate number of
members in order to foster high-quality discussions. Under the Company’s Articles of Incorporation, the Board of Directors may have a
maximum of eleven Directors.
In addition, the Company has a structure in which different persons serve as the Chairperson of the Board of Directors and the CEO.
The Company believes that checks and balances are effective and this structure contributes to the strengthening of governance by
separating the roles of the Chairperson of the Board of Directors and the CEO.
Policy for Selecting Directors
The approach to selecting candidates for the Board of Directors is to choose qualified personnel from
a broad pool of candidates who
can fulfill the duties and responsibilities of the position by considering their skills, leadership and professional experience, personal
background, judgment, personality, and insight, without discrimination based on attributes of gender, age, nationality or ethnicity. Current
Directors who are considered for renomination are evaluated on these criteria as well as their performance on the Board and number of
terms of office. These candidates are elected individually at the Annual Meeting of Shareholders.
In order to further improve the quality of management decision-making, the Company is working to broaden the composition of the
Board of Directors. The Company has specifically set a goal for gender, and aims to propose candidates for election to its Annual
Meeting of Shareholders, to achieve gender parity out of the total number of Directors and Audit and Supervisory Board members by
FY2030. As of June 23, 2025, four of the twelve members of the Board of Directors including Audit and Supervisory Board members are
women.
The Company has a policy that at least one third of the Directors are Independent Directors who maintain appropriate separation from
management execution. As of June 23, 2025, there are eight Directors, of which four are reported as Independent Directors to the Tokyo
Stock Exchange. Independent Directors are selected based on the above criteria as well as their management experience at
corporations operating globally and/or that are publicly listed.
The Company expects Independent Directors to play the following roles in addition to supervising the management of the Company:
• To provide the Company with advice based on their management experience in corporations operating globally and/or that are
publicly listed, which are necessary for the Company to further enhance its enterprise value and shareholder value in the mid-to
long-term period.
• To play a leading role in matters related to selection and dismissal, compensation and evaluation of Directors and Senior Vice
Presidents as a chair and/or member of the Nomination and Governance Committee and the Compensation Committee.
• To oversee decision-making in cases where any potential conflict of interest exists between Directors and the Company. The
Board of Directors acts as the decision-making body for matters that may cause conflicts of interest by ensuring the decision is
delivered under the presence of Independent Directors as well as independent Audit and Supervisory Board members.
In order to ensure that Independent Directors fulfill the above roles, the Company takes the following measures:
• To share and discuss the topics discussed during the Compliance Committee and Risk Management Committee with the Board of
Directors for the purpose of creating
an environment that allows Directors and Senior Vice Presidents to take appropriate risks
when making decisions.
• To share and discuss the topics discussed during the Sustainability Committee as well as the voice of the Company’s
shareholders with the Board of Directors for the purpose of ensuring the discussions at the Board appropriately reflect the wide
range of perspectives of its stakeholders.
In addition to the above mentioned Independent Directors, the Board appoints one non-Executive Director who does not execute
business operations, but who has in-depth knowledge of and experience in the Internet industry.
At the Annual Meeting of Shareholders to be held on June 26, 2025, “Election of Eight (8) Directors of the Board” will be proposed as
Proposal 1. Even if this proposal is approved and adopted as originally proposed, there will be no changes to the number of Directors,
the percentage of female Directors, or the percentage of Independent Outside Directors of the Board of Directors.
Activities of the Board of Directors
The Board of Directors strives to foster an atmosphere that encourages free, open, and constructive discussion and exchange of
opinions. The Board of Directors expects independent Directors to raise issues, actively comment, and advise, on matters in their areas
of expertise and experience.
To ensure the Board of Directors has open and constructive discussion, meetings are conducted according to the following procedures:
• Draft versions of Board of Directors meeting materials are distributed to participants at least three business days prior to meetings.
• Along with Board of
Directors meeting materials, the administrators provide summaries of the agenda discussion points. The
administrators make a concerted effort to deliver the summaries three business days prior to meetings. In addition, the
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Corporate Governance | 82
administrators explain to the Chairperson of the Board, Independent and non-Executive Directors the agenda details in advance of
the meetings.
• The annual schedule for Board of Directors meetings is decided during the previous fiscal year, and at the beginning of each fiscal
year the schedule for important agenda items is confirmed.
• The frequency of meetings, matters for deliberation and time devoted to discussion are
reviewed each fiscal year and adjusted as
necessary, based on the performance in the prior fiscal year and strategy for subsequent fiscal years.
The Board of Directors also provides opportunities for free discussion among participants outside of regular meetings, spending about
the same amount of time as in the Board of Directors meetings, in order to encourage an active exchange of opinions.
Concrete Agenda of the Board of Directors
In addition to monitoring the management execution such as business performance and risks, the Board of Directors mainly discussed
the following agenda during FY2024.
● Business portfolio strategy
● Sustainability strategy
● Capital policy and shareholder returns
As for the business portfolio strategy, the Board of Directors discussed the progress and promotion policy of "Simplify Hiring" and "Help
Businesses Work Smarter." Please refer to "Business Strategies of the Company" in the "Business Overview" section for more details.
In addition, the Board of Directors discussed risks and countermeasures related to the execution of the strategy based on the
deliberations of the Risk Management Committee. Please refer to "High-Priority Risks and Key Countermeasures" and "Risks That May
Affect the Company's Financial Condition, Results of Operations and Cash Flows" in the "Business Overview" section for more details.
As for the sustainability strategy, the Board of Directors discussed the progress and plans for sustainability activities to achieve the
sustainability goals of "Prosper Together" based on the deliberations of the Sustainability Committee. Please refer to "Business
Strategies of the Company" in the "Business Overview" section for more details.
As
for the capital policy and shareholder returns, in addition to stable and continuous dividends, the Board of Directors discussed and
resolved on the share buyback program after considering the capital markets environment and the outlook of the Company’s financial
position. Please refer to the following URLs for more details.
https://recruit-holdings.com/en/newsroom/20240709_0002/
https://recruit-holdings.com/en/newsroom/20250228_0001/
https://recruit-holdings.com/en/newsroom/20250425_0001/
Analysis and Evaluation of the Effectiveness of the Board of Directors
Overall comment
The Company assesses the effectiveness of the Board overall annually, and review and implement improvement measures for the
issues identified. As a result of evaluation of the effectiveness of the Board of Directors meetings for FY2024, the Board played an
appropriate role, and the Board exercised its responsibilities appropriately, both in the supervision of, and decision-making over,
execution. The Board is highly effective. The Board will further improve its effectiveness based on the issues identified through the
evaluation process to continue to increase the corporate value and shareholder value as an attractive corporation for all stakeholders.
Evaluation method
As a method of evaluation, the secretariat of the Board leads the survey of directors and Audit and Supervisory Board members and
obtain individual opinions from independent directors and Audit and Supervisory Board members. The result is deliberated at the Board
and reflected on the agenda for the
following year and various measures. The Company has adopted this method with the
understanding that the self-assessment by directors and Audit and Supervisory Board members who have deep understanding of the
status of the Company is highly effective.
Survey Questions
• Appropriateness of the role and responsibilities of the Board of Directors
ⅰ Appropriateness of the role and responsibilities of the Board of Directors
ⅱ Appropriateness of deliberations from the perspective of shareholders and other stakeholders
• Appropriateness of Management Structure
ⅲ Appropriateness of the organizational structure of the Board of Directors
ⅳ Appropriateness of the composition (size/Independent ratio/gender ratio) of the Board of Directors
ⅴ Appropriateness of the qualities and knowledge of the members of the Board of Directors (Skill Matrix)
• Effectiveness of deliberations by the Board of Directors
ⅵ Effectiveness of oversight and advisory functions of independent directors
ⅶ Effectiveness of checks, balances and cooperation, and the oversight functions performed by and between the Executive
directors
ⅷ Appropriateness of the quality and quantity of deliberations by the Board of Directors, and effectiveness of establishment of
the environment
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 83
• Others
ⅸ Other matters to be considered in regards to the effectiveness of the Board of Directors
Initiatives based on the evaluation of effectiveness for FY2023
Based on the evaluation for FY2023, the following initiatives and improvements are underway to address the high priority task of
"measures to further enhance deliberations by the Board of Directors."
(1) For FY2024, the Company has identified “Business Portfolio Strategy and Associated Risk Management,” “Capital Market
Strategy,” and “Sustainability Transformation” as important discussion topics. The company not only completed discussions
regarding business management,
but also have set a target cash position of 600 billion yen by the end of the FY2024 and
implemented a series of active share buyback programs to return value to shareholders.
(2) At the shareholders' meeting in June 2025, the Company plans to appoint an independent director who has expertise in
information security, an extremely important field for our company. Via promoting early relationship building with members of our
Board of Directors, the Company aims to strengthen the overall knowledge of the Board.
Measures based on analysis and evaluation of the effectiveness of the Board of Directors for FY2024
The Board of Directors has confirmed that it will prioritize the following measures to further improve the effectiveness of the Board of
Directors through the effectiveness evaluation for FY2024.
• Measures to further enhance deliberations by the Board of Directors
To continue deliberations on "Business Portfolio Strategy and Associated Risk Management", "Capital Market Strategy" and
"Sustainability Transformation" as important discussion topics for the Company this year.
Continuation of on-site meetings and optimization of the information provision to help the Board of Directors and auditors
understand the business, which will lead to enhanced communication and feedback at board meetings.
Audit and Supervisory Board
Role of the Audit and Supervisory Board
The Audit and Supervisory Board is responsible for the following:
● Supervising the activities and performance of each Director as well as the Board of Directors as a whole and auditing the
maintenance and operational status of internal control policies, procedures, and processes, based on the audit plan.
● Evaluating the appropriateness and performance of the Independent Auditor.
All members of the Audit and Supervisory Board attend the Board of Directors meetings as part of their oversight responsibilities. In
addition, one or
more standing Audit and Supervisory Board members must attend the Business Strategy Meeting to enhance the
oversight function.
The Audit and Supervisory Board generally meets once a month and holds extraordinary meetings as needed.
Composition of the Audit and Supervisory Board
The Audit and Supervisory Board comprises four members, including two independent members. One substitute Audit and Supervisory
Board member has been elected, in order to avoid any potential non-compliance with the statutory requirement that at least half of the
members of the Audit and Supervisory Board be independent members.
Policy for Selecting Audit and Supervisory Board Members
The approach to selecting candidates for the Audit and Supervisory Board is to select qualified persons with suitable experience and
capabilities and with the necessary knowledge in the areas of finance, accounting, and legal affairs, to fulfill the duties and
responsibilities as an Audit and Supervisory Board member. The Company has two standing Audit and Supervisory Board members
who deeply understand the business of the Company, and two independent Audit and Supervisory Board members, one with expertise
in legal affairs and one with expertise in finance and accounting.
All the Audit and Supervisory Board members make efforts to continuously expand their knowledge in order to fulfill their audit function
in areas such as finance, accounting, and legal affairs through appropriate training courses
funded by the Company. For example, the
Audit and Supervisory Board members seek to deepen their understanding of the latest accounting standards and important matters for
auditing by taking relevant training and seminars offered by the Japan Audit and Supervisory Board Members Association or by outside
audit and assurance firms.
Advisory Bodies to the Board of Directors: Nomination and Governance Committee,
and Compensation Committee
The Nomination and Governance Committee, and the Compensation Committee advise the Board of Directors. Each committee has a
majority of independent members and is chaired by an independent Director in order to enhance the transparency and objectivity of the
decision-making process.
These committees review and consider the nomination, evaluation, and compensation of Directors and Senior Vice Presidents in each
fiscal year. Final decisions are made by resolution of the Board of Directors.
The roles of each committee are as follows:
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Corporate Governance | 84
Nomination and Governance Committee
The matters subject to deliberation by the Nomination and Governance Committee are as follows:
● The appointment or dismissal of the CEO
● CEO succession planning
● The process for appointing or dismissing Director candidates, Senior Vice Presidents, and Corporate Professional Officers
● Director candidates and the requirements for the appointment thereof
● Governance systems such as the Company’s organizational structure and the composition of the Board of Directors
In the current fiscal year, the main topics deliberated by the Nomination and Governance Committee were as follows:
The Nomination and Governance Committee deliberated on the appointment or dismissal of the CEO by considering whether the
current CEO has effectively performed their role in light of the Company’s progress in implementing its mid- to long-term strategy,
business performance, and so forth. The
Committee then presented a proposal to reappoint the current CEO for the following fiscal year
to the Board of Directors. As for the CEO succession plan, the Committee evaluated the appropriateness and implementation progress
of the development plan for potential successors, taking into account the talent requirements established based on its corporate strategy
and anticipated timing of leadership transitions.
Regarding the process for appointing or dismissing Director candidates, Senior Vice Presidents, and Corporate Professional Officers,
the Nomination and Governance Committee discussed the best management structure, taking into account the mid- to long-term
governance policy and the timing of planned CEO succession. The Committee deliberated on the adequacy of the aforementioned
process from the selection of candidates to the resolutions by the Board of Directors. Additionally, the dismissal of Directors, Senior Vice
Presidents and Corporate Professional Officers is considered in cases where significant damage to the Company’s corporate value is
recognized, such as due to violations of laws and regulations. Regarding the Director candidates and the requirements for the
appointment thereof, the Committee identified succession planning for Independent
Directors as a priority and deliberated on the key
talent criteria and review process. Based on these deliberations and given his extensive knowledge in information security, a critically
important field for our company, the Committee presented the proposal to nominate Tsuyoshi Kodera, as a new candidate for
Independent Director to the Board of Directors.
As for governance systems such as the Company’s organizational structure and the composition of the Board of Directors, the
Nomination and Governance Committee took into account the outcomes of the evaluation of the effectiveness of the Board of Directors
and deliberated on the policy for the mid- to long-term evolution of corporate governance.
Compensation Committee
The matters subject to deliberation by the Compensation Committee are as follows:
● Policies, compensation systems, and evaluation systems relating to the determination of the compensation of Directors and
Senior Vice Presidents
● Individual compensation amounts for, and individual evaluations of, Directors
● The process for determining individual compensation amounts for, and individual evaluations of, Senior Vice Presidents other
than Directors
● The maximum amount of stock compensation for the Recruit Group as a whole
In the current fiscal year the main topics deliberated by the Compensation Committee were as follows:
Regarding policies, compensation systems, and evaluation systems relating to the determination of the compensation of Directors and
Senior Vice Presidents, the compensation level for the following fiscal year was determined by referencing data on the executive
compensation in similar-sized companies in
the same industry, both domestically and overseas, during the most recent fiscal year and
so forth.
The Compensation Committee conducted the individual performance evaluations for the current fiscal year. The Executive Director
under evaluation was not present during the process, and the evaluation was based on the review of the missions established for each
individual prior to the start of the fiscal year. For the evaluation of the individual performance of the two Representative Directors, an
independent Director serving as the chair of the Committee formulated a draft proposal after conducting interviews with all Executive
Directors and Standing Audit and Supervisory Board members. As for the individual evaluation criteria of Executive Directors for the
following fiscal year, the Committee determined each Executive Director’s expected roles, with the individuals in question absent during
the process. Furthermore, the Committee confirmed the process for determining individual compensation amounts for, and individual
evaluations of, Senior Vice Presidents other than Directors, which are to be determined at the Business Strategy Meeting, in accordance
with the compensation and evaluation systems deliberated by the Compensation Committee and resolved by the Board of Directors.
Lastly, the Compensation Committee
deliberated on the appropriate maximum amount of stock compensation for the Recruit Group as a
whole, taking into account the appropriate scope of beneficiaries to promote the implementation of the Group’s mid- to long-term
business strategy, as well as the performance outlook for the following fiscal year.
Please refer to the “Compensation” section in this document for more information on the Company’s compensation policy and results.
Other Advisory Bodies to the Board of Directors
Compliance Committee
An advisory body to the Board of Directors chaired by the Representative Director, President and CEO. The Committee deliberates on
compliance themes and measures of the Company. The Committee decides and evaluates action plans based on the information
collected from the Holding Company’s administrative departments and subsidiaries. The Compliance Committee’s deliberations and
decisions are reported to the Board of Directors for promoting a compliance mindset.
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Corporate Governance | 85
Risk Management Committee
An advisory body to the Board of Directors chaired by the Executive Vice President and Director in charge of the Risk Management
Division. The Committee deliberates on key risk themes and measures of the Company. The Committee monitors the status of risk
management at each SBU as well as identifies and determines the risks deserving of particular attention, which are reported to the
Board of Directors.
Sustainability Committee
An advisory body to the Board of Directors chaired by the Executive Vice President and Director in charge of sustainability. The
Committee deliberates on the Company’s sustainability strategy and monitors its progress. The Committee’s participants include the
CEO, the Chairperson, the Director in charge of sustainability, Senior Vice Presidents who are in charge of each SBU, and outside
experts.
The Committee addresses important sustainability agendas of the Company, such as discussions to achieve the sustainability goals set
forth as a management strategy, aiming to prosper together with all stakeholders. Based on the Committee’s deliberation, the Board of
Directors then resolves the direction and action plans that promote the Company’s sustainability activities, and monitors the progress.
The Company held the Sustainability Committee twice in FY2024. The main topics deliberated were as follows:
● Report and discuss on the sustainability goals
● Update on sustainability issues to be addressed by the Company based on social trends
With regard to current trends in sustainability issues, during the latest fiscal year, the Committee monitored the progress of the
sustainability goals, as well as the status of compliance with the sustainability information disclosure regulations, which legislation is
under deliberation in Europe ahead of other countries.
The deliberations were submitted to the Board of Directors for resolution.
Other Advisory Bodies
Business Strategy Meeting
An advisory body to the CEO and chaired by the CEO, the meeting attendees deliberate on matters mainly
relating to investments and
personnel for which authority has been delegated by the Board of Directors. The meeting consists of Executive Directors, Senior Vice
Presidents in charge of corporate functions and standing Audit and Supervisory Board members.
Talent Development Committee
An advisory body to the Business Strategy Meeting with participation by Senior Vice Presidents of the Company, the Committee
deliberates on matters concerning the fostering of key talent, including the planning and monitoring of their career development and
professional growth.
Disciplinary Committee
An advisory body to the Board of Directors and Business Strategy Meeting, the Committee deliberates on the recommended disciplinary
action for the Company’s personnel including its employees.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 86
Composition of the Board and Committees as of June 23, 2025
C
Chair
M
Member
O
Observe
Advisory Body to the Board of Directors
Other
Advisory
Body
Position
Name and
surname
Board of
Directors
Audit and
Supervisory
Board
Nomination
and
Governance
Committee
Compensation
Committee
Compliance
Committee
Risk
Management
Committee
Sustainability
Committee
Business
Strategy
Meeting
Representative
Director and
Chairperson
Masumi
Minegishi
C
M
O
O
M
O
Representative
Director,
President and
CEO
Hisayuki
Idekoba
M
M
M
C
M
M
C
Internal
Directors
Ayano
Senaha
M
O
M
M
C
C
M
Rony
Kahan
M
O
Independent
Directors
Naoki
Izumiya
M
C
M
Hiroki
Totoki
M
M
C
Keiko
Honda
M
M
M
M
Katrina
Lake
M
M
Standing Audit
and Supervisory
Board Members
Yukiko
Nagashima
M
1
M
O
O
M
Takashi
Nishimura
M
1
C
O
O
M
Independent
Audit and
Supervisory
Board Members
Yoichiro
Ogawa
M
1
M
M
Katsuya
Natori
M
1
M
M
Senior Vice
Presidents
Junichi
Arai
M
M
M
Keiichi
Ushida
M
O
Rob
Zandbergen
M
Kanta
Arai
M
Akihiko
Mori
M
M
M
Tsukasa
Yoshizawa
M
M
M
Lowell
Brickman
M
M
M
Outside Experts
Aron
Cramer
M
Yves
Serra
M
1
Audit and Supervisory Board members are required to attend the Board of Directors meetings to audit the execution of duties of
Directors under the Companies Act of Japan.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 87
If Proposal 1 “Election of Eight (8) Directors of the Board” is approved and adopted as originally proposed at the Annual Meeting of
Shareholders to be held on June 26, 2025, the composition of the Board of Directors, Audit and Supervisory Board, Business Strategy
Meeting and each committee will be as follows. Only the areas highlighted in
blue will be changed from the composition table as of the
date of submission of this document.
C
Chair
M
Member
O
Observe
Advisory Body to the Board of Directors
Other
Advisory
Body
Position
Name and
surname
Board of
Directors
Audit and
Supervisory
Board
Nomination
and
Governance
Committee
Compensation
Committee
Compliance
Committee
Risk
Management
Committee
Sustainability
Committee
Business
Strategy
Meeting
Representative
Director and
Chairperson
Masumi
Minegishi
C
M
O
O
M
O
Representative
Director,
President and
CEO
Hisayuki
Idekoba
M
M
M
C
M
M
C
Internal
Directors
Ayano
Senaha
M
O
M
M
C
C
M
Rony
Kahan
M
O
Independent
Directors
Naoki
Izumiya
M
C
M
Tsuyoshi
Kodera
M
M
M
Keiko
Honda
M
M
C
M
Katrina
Lake
M
M
Standing Audit
and Supervisory
Board Members
Yukiko
Nagashima
M
1
M
O
O
M
Takashi
Nishimura
M
1
C
O
O
M
Independent
Audit and
Supervisory
Board Members
Yoichiro
Ogawa
M
1
M
M
Katsuya
Natori
M
1
M
M
Senior Vice
Presidents
Junichi
Arai
M
M
M
Keiichi
Ushida
M
O
Rob
Zandbergen
M
Kanta
Arai
M
Akihiko
Mori
M
M
M
Tsukasa
Yoshizawa
M
M
M
Lowell
Brickman
M
M
M
Outside Experts
Aron
Cramer
M
Yves
Serra
M
1
Audit and Supervisory Board members are required to attend the Board of Directors meetings to audit the execution of duties of
Directors under the Companies Act of Japan.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 88
Attendance for FY2024
Advisory Body to the Board of Directors
Position
Name and
surname
Board of
Directors
Audit and
Supervisory
Board
Nomination
and
Governance
Committee
Compensation
Committee
Compliance
Committee
Risk
Management
Committee
Sustainability
Committee
Representative Director
and Chairperson
Masumi
Minegishi
14/14
3/3
2/2
2/2
2/2
Representative Director,
President and CEO
Hisayuki
Idekoba
14/14
3/3
2/2
2/2
2/2
2/2
Internal Directors
Ayano
Senaha
14/14
3/3
2/2
2/2
2/2
2/2
Rony
Kahan
14/14
Independent Directors
Naoki
Izumiya
14/14
3/3
2/2
Hiroki
Totoki
14/14
3/3
2/2
Keiko
Honda
14/14
3/3
2/2
2/2
Katrina
Lake
14/14
2/2
Standing Audit and
Supervisory
Board Members
Yukiko
Nagashima
14/14
16/16
2/2
2/2
Takashi
Nishimura
14/14
16/16
2/2
2/2
Independent Audit and
Supervisory
Board Members
Yoichiro
Ogawa
14/14
16/16
3/3
Katsuya
Natori
14/14
16/16
2/2
Senior Vice Presidents
Yoshihiro
Kitamura
2/2
Rob
Zandbergen
2/2
Junichi
Arai
2/2
2/2
Mio
Kashiwamura
2/2
2/2
Akihiko
Mori
2/2
2/2
Kentaro
Mori
2/2
2/2
Lowell
Brickman
2/2
2/2
Outside Experts
Aron
Cramer
2/2
Yves
Serra
2/2
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Skills Matrix of the Board of Directors
If Proposal 1 “Election of Eight (8) Directors of the Board” is approved and adopted as originally proposed at the Annual Meeting of
Shareholders to be held on June 26, 2025, the composition of the Board of Directors of the Company, and skills of each of the Directors
and Audit and Supervisory Board members will be as follows.
From the perspective of corporate management, the
Nomination and Governance Committee of the Company deliberates on skills that
are particularly important to achieving its medium- to long-term management strategy, and the Board of Directors resolves on them.
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Important Skill and Expertise and Reason for selection
Corporate Management
The Company is listed on the Tokyo Stock Exchange Prime Market and operates a wide range of businesses, including HR Technology,
Staffing, and Marketing Matching Technologies in more than 60 countries around the world. Therefore, the Company has identified
"Corporate Management" as an important skill, as its sustainable growth requires corporate management skills to manage
its business
portfolio in accordance with the expectations of its diverse stakeholders.
Finance
To maximize long-term corporate and shareholder value, the Company flexibly and proactively invests in new businesses, research and
development, cross-border M&A, and other growth investments. The Company has identified "Finance" as an important skill, as finance
strategies are critical to the realization of corporate strategy.
Legal/Risk Management
In order to ensure the continuous and stable growth of the Company, it has established a systematic risk management system and is
actively engaged in risk management while complying with relevant laws and regulations. The Company has identified "Legal/Risk
Management" as an important skill because it is necessary for the Board of Directors to determine and oversee effective risk
management policies.
Global Business
The Company operates businesses and services in more than 60 countries and territories around the world. Therefore, the Company
has identified "Global Business" as an important skill for making important management decisions.
Technology
The Company aims to further improve and accelerate the efficiency of matching by leveraging technology and data to provide the best
options for individual users and to help corporate clients further improve their business efficiency. To this end, the Company has
identified "Technology" as an important skill for making critical management decisions.
HR Business
The HR Matching market includes
job advertising & talent sourcing tools, direct hire, retained search, internal recruitment automation,
and temporary staffing. The Company is committed to making it easier and faster for people to get jobs, while reducing the cost and time
to hire for employers across the HR Matching market. Our goal is to automate many of the steps in the hiring process and to improve
the quality and speed of matching across all three SBUs. To this end, the Company has identified the "HR business" as an important
expertise for making key management decisions on the Board of Directors.
Sustainability
The Company believes that positive impact on society and the global environment through our entire corporate activities and
coexistence and co-prosperity with all stakeholders will lead to our sustainable growth, and the company has defined this as one of its
management strategies. To this end, the Company has identified "Sustainability" as an important expertise for making important
management-related decisions at the Board of Directors.
Transformation
Since our founding, the Company has been committed to "Opportunities for Life" and has achieved sustainable growth by repositioning
its business portfolio to eliminate society's disadvantages
(dissatisfaction, inconvenience, and anxiety) through the creation of new
value. The Company believes that its DNA is to continue transforming itself to create new value, and the Company has identified
"Transformation" as a key expertise common to all members of its Board of Directors, both internal and external.
Name
Skills
Masumi Minegishi
Corporate Management
- As Representative Director, President and CEO of the Company from 2012 to 2020, Masumi Minegishi
has achieved business portfolio reorganization by aggressively investing capital in M&A in the global
market to transform the Company into a global technology company. In addition, he has a proven track
record of evolving the governance of the Company, having
taken the Company public on the Tokyo Stock
Exchange in 2014.
- He has served as an Outside Director of Konica Minolta, Inc. and an Independent Outside Director of
ANA HOLDINGS Inc. since 2022.
Global Business
- As Representative Director, President and CEO, he led the Company's transformation into a global
company by raising the ratio of overseas sales from approximately 4% in FY2012 to approximately
45% in FY2019.
Technology
- As Senior Vice President of the Company, he led the digitalization of the magazine business in the area
of sales promotion. After assuming the position of Representative Director, President and CEO, he
accelerated digitalization across Japan and led the M&A of a global technology company.
HR Business
- As Representative Director, President and CEO, he led the global expansion of the HR business
through acquisitions of job matching and staffing companies such as Indeed, Inc. and Glassdoor LLC.
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Name
Skills
Transformation
- By strongly promoting the digitalization of our business, he drove the reorganization of our business
portfolio. In addition, he has demonstrated and proven his ability to bring the Company to the global
stage through IPOs and M&As.
Hisayuki Idekoba
Corporate Management
- Hisayuki Idekoba led the acquisition of Indeed Inc. in 2012, after which he led its growth as its CEO.
Later, as a Director, Senior Executive Vice President of the Company, he drove the transformation of
the entire group. He has served as Representative Director, President and CEO from April 2021.
Global Business
- He led the Company's post-acquisition growth through cross-border M&A to become a global leader in
the HR
matching market, and since 2018, he has strongly promoted global governance as a director of
the SBU Headquarters overseeing the HR technology and staffing businesses.
Technology
- In the area of sales promotion in Japan, he promoted the digitalization of business by transforming the
information magazine business using technology and the promotion of online reservations, etc. After
the acquisition of Indeed, Inc., he has led the evolution of the global platform business using technology
and data.
HR Business
- Aiming to create a "Getting a job with the push of a button" he has conceived and strongly led the
evolution of HR matching using technology and data beyond the existing framework of the HR business
industry.
Transformation
- In Japan, he led the digital shift of the information magazine business, thereby reorganizing the
business portfolio. He has since transformed the Company into a global HR matching company through
cross-border M&A and subsequent business growth.
Ayano Senaha
Legal/Risk Management
- As a Senior Vice President of the Company since 2018, Ayano Senaha has promoted the
establishment of a governance structure that balances business strategy and risk management, and
has served as the Chairman of the Company's Risk Management Committee since 2021.
Global Business
- As a Director of a UK staffing company since 2013 and Managing Director since 2014, she led the
growth of the business after cross-border
M&A. Since 2018, as Director of the headquarters of the HR
Technology business and its main subsidiaries, she has been driving the strengthening of global
governance.
- Since 2022, she has been a Member of the Board of Directors of Georg Fischer Ltd, a Swiss listed
company.
Technology
- As a Director of the HR Technology headquarters and its main subsidiaries, she is responsible for the
evolution of the business through the use of technology and data.
HR Business
- She was in charge of advertising sales for major companies in the HR business in Japan. As a
Managing Director of a staffing company in the U.K., she achieved a significant improvement in
business performance. In 2018, she became a Director of the HR technology business headquarters
and main subsidiaries. She has extensive knowledge and experience in the HR business.
Sustainability
- As a Senior Vice President of the Company, she has been in charge of sustainability since 2018, and in
2021, she integrated our sustainability initiative "Prosper Together" into the Company's corporate
strategy, setting goals for 2030. The Company has been recognized as a global advanced level by
institutional investors and rating agencies.
Transformation
- In addition to
driving the evolution of our globalization and governance, she has made sustainability our
group management strategy and established a group-wide promotion system to achieve our
sustainable growth by positively impacting society and the global environment through our entire
corporate activities.
Rony Kahan
Corporate Management
- In 1998, Rony Kahan founded a job website for financial professionals, and sold the company in 2003.
In 2004, he co-founded Indeed, Inc. and was appointed to the role of President and Chairman, and
later served as CEO in 2012 and Chairman in 2013. He has experience and expertise in managing
companies in various phases
from start-ups to large scale businesses as well as expanding companies
into new business areas.
Global Business
- By 2012, he had grown Indeed, Inc., which he co-founded, into the #1 job site in the world that serves
more than 50 countries (26 languages).
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Name
Skills
Technology
- After starting his first company in the early days of the Internet, he focused on search engine
technology that was becoming popular at the time. He founded Indeed, Inc. in 2004 with the goal of
creating a job search engine that automatically collects job information regardless of industry, and the
company became profitable early. He
has extensive knowledge and experience in technology and
data-based product development and business operations.
HR Business
- He has extensive knowledge and experience in the global job matching business and pioneered the
"Job seekers first" philosophy at Indeed, Inc.
Transformation
- He has been innovating in the HR matching business at the dawn of the Internet and laid the
foundation for the service that became the world's No. 1 job search engine based on the philosophy of
"We help people get jobs." After the acquisition of Indeed, he served as Director and Chairman of the
Board, furthering the evolution of Indeed, Inc.
Naoki Izumiya
Corporate Management
- As a President and Representative Director of Asahi Breweries, Ltd. since 2010 and the first President
and Representative Director, COO of Asahi Group Holdings, Ltd. since the following year, Naoki
Izumiya has led large-scale M&A in Japan and abroad to enhance the corporate value of the group,
while evolving the governance of the company.
- Since 2018, he has served as an Independent Director of the Company.
Global Business
- Since his appointment
as President and Representative Director of Asahi Group Holdings, Ltd.
(formerly Asahi Breweries, Ltd.), he has led the company's globalization by significantly expanding its
overseas sales ratio through numerous large-scale M&A, particularly in Southeast Asia and Australia.
Sustainability
- He promoted initiatives on advanced sustainability themes at Asahi Breweries, Ltd. such as contributing
to the creation of a low-carbon society and preserving biodiversity. He also has experience and
expertise in establishing a governance structure through the establishment of the Global Sustainability
Committee.
Transformation
- As a President and Representative Director, he established Asahi Group Holdings, Ltd. and led the
transition to a pure holding company and the evolution of the group's governance structure. He has
also led the company's portfolio restructuring through domestic and international M&A.
Tsuyoshi Kodera
Corporate Management
- Appointed as President of Sony Network Entertainment International LLC in 2013, and as President
and CEO of Sony Interactive Entertainment LLC in 2017, Tsuyoshi Kodera has driven the growth of
Sony Group’s Game & Network Services business. He brings extensive knowledge and expertise in
corporate management required for leading a globally expanding publicly listed company.
Legal/Risk Management
- Having overseen information security, as Executive Vice President
and CDO of Sony Group
Corporation since 2021, and later as Executive Vice President, CDO and CIO from 2023, and
Corporate Executive Officer, CDO from 2025, he has deep expertise and experience in this critical area
for the Company.
Global Business
- After joining Sony Group Corporation (formerly Sony Corporation), he was assigned to Sony
Electronics Inc. in the United States in 1998 and spent 23 years stationed there. Having held key
positions, including President of Sony Network Entertainment International LLC and President and
CEO of Sony Interactive Entertainment LLC, he possesses extensive and in-depth knowledge and
experience in global business operations.
Technology
- He played a pivotal role in the launch and expansion of the globally operated network service
PlayStation Network within Sony Group. In 2021, he spearheaded the creation of Sony Data Ocean, a
group-wide data utilization platform, and led the Group’s digital transformation initiatives.
Transformation
- Having overseen group-wide digital transformation strategy, as Executive Vice President and CDO of
Sony Group Corporation since 2021, and later as Executive Vice President, CDO and CIO from 2023,
and Corporate Executive Officer, CDO from 2025, he has a proven
track record of leading group-wide
DX initiatives and transforming the company into a digital and network-driven enterprise.
Keiko Honda
Corporate Management
- Keiko Honda is a former Director of the World Bank Group's Multilateral Investment Guarantee Agency
(MIGA), which provides guarantees for risks in developing countries, where she served as Executive
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Name
Skills
Vice President since 2013 and CEO and Executive Vice President since 2014, leading the agency until
2019.
- She serves as an Independent Director of AGC Inc. and Outside Director of Mitsubishi UFJ Financial
Group, Inc. from 2020 and Independent Director of the Company from 2022.
Finance
- She has led projects related to corporate finance and M&A at financial institutions and consulting firms.
She is also a
member of the United Nations Investments Committee since 2018 and a member of the
Expert Committee on Policy Evaluation of the Japanese Financial Services Agency since 2021.
Global Business
- In addition to her experience in global financial institutions and consulting firms, she has extensive
experience in leading businesses, organizations, and people across countries and regions as the CEO
and Executive Vice President of the Multilateral Investment Guarantee Agency (MIGA), an institution of
the World Bank Group.
Sustainability
- She has extensive knowledge and expertise from her former role as Adjunct Professor and Adjunct
Senior Research Scholar at Columbia University's School of International and Public Affairs,
specializing in sustainable investments.
Transformation
- She was the first female senior partner in Asia at McKinsey & Company. She has also led an
organizational transformation at the Multilateral Investment Guarantee Agency (MIGA), significantly
expanding the agency's project portfolio and broadening the expertise and experience represented
within its leadership team.
Katrina Lake
Corporate Management
- While pursuing a graduate degree at Harvard University, Katrina Lake founded Stitch Fix, Inc. in 2011,
which is a technology-based platform business. As CEO, she led the company through its listing on the
U.S. NASDAQ stock exchange in 2017, and drove business growth. She also has experience and
expertise as an outside Director of several platform companies, including publicly traded companies.
- She has served as an Independent Director of the Company since 2023.
Global Business
- Stitch Fix,
Inc. operates in the U.S. She has a proven track record of achieving business growth by
focusing on the optimal matching of brands and stylists in accordance with the needs of users in each
region.
Technology
- Stitch Fix, Inc. offers a service in which AI-selected products are sorted by real, human personal stylists
to provide customers with the most suitable clothes. In 2016, she was named one of the "100 Most
Creative People in Business'' by Fast Company magazine and appeared in Fortune magazine’s "40
Under 40" in the U.S..
Transformation
- She has a proven track record of utilizing technology to develop and expand services with high user
demand that transcend the boundaries of existing industries and business models. In November, 2017,
the company went public on NASDAQ. She is recognized as the youngest woman to go public and the
first woman to lead an initial public offering in the technology sector.
Yukiko Nagashima
Corporate Management
- As President and Representative Director of Recruit Staffing Co., Ltd., Yukiko Nagashima has
promoted a work style that emphasizes productivity and has created employment opportunities for
more individuals.
- She has served as an Outside Director of Japan Tobacco Inc. since 2019 and an Outside Director
(Audit & Supervisory Committee Member) (formerly Outside Audit & Supervisory
Board Member) of
Sumitomo Corporation since 2021.
HR Business
- She has led the recruitment advertising and temporary staffing businesses in Japan for our group
companies and has served as a board member of HR business industry associations. She has
extensive knowledge and experience in the HR business.
Transformation
- In our group, she promoted the expansion of the business from the job information business to the
sales promotion information business, and the transition from information magazines to the Internet. As
an Audit and Supervisory Board member, she has a proven track record of supporting the
strengthening of governance to help the Company evolve into a global company.
Takashi Nishimura
Global Business
- In 2013, when the Company strengthened its overseas business development, Takashi Nishimura
became the General Manager of the Overseas Business Management Office, and the following year he
was appointed Executive Vice President of Recruit U.S.A.
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Name
Skills
- He later served as a director of Indeed, Inc. and RGF Staffing B.V. (formerly Recruit Global Staffing
B.V.), and has a proven track record of promoting the strengthening of group governance on a global
scale.
Technology
- As Senior Vice President of Indeed, Inc., a subsidiary of the Company, he was in charge of developing
new
recruiting solutions and services, and led the product development organization with a focus on
technology.
HR Business
- He has extensive knowledge and experience in the HR business, having led the recruitment advertising
business in Japan, the staffing business in Japan and overseas, and the global recruiting platform
business at a group company.
Transformation
- He was at the forefront of the transformation of our group into a global company. As Senior Vice
President of Indeed, Inc., he has a proven track record of creating synergies across SBUs by
developing solutions across the HR technology and staffing businesses.
Yoichiro Ogawa
Corporate Management
- Yoichiro Ogawa has extensive experience and knowledge in leading management as a top corporate
executive, having served as Vice Chairman of the Board of Directors of Deloitte Touche Tohmatsu
Limited and Representative for the Asia-Pacific region, as well as CEO of Deloitte Tohmatsu Group.
- Since 2021, he has served as an Outside Director of Honda Motor Co., Ltd.
Finance
- After joining Deloitte Touche Tohmatsu LLC (formerly Tohmatsu & Awoki Audit Corporation), he
registered as a certified public accountant in 1984.
After engaging in international accounting at a US
accounting firm, he became a partner of the same firm. He has a wide range of knowledge and
expertise in accounting and auditing.
Legal/Risk Management
- He has extensive experience in providing client services from a neutral and objective standpoint over a
long period of time at audit firms, based on his deep insight into audit work and extensive international
experience.
Global Business
- After joining Deloitte Touche Tohmatsu LLC, (formerly Tohmatsu & Awoki Audit Corporation), he
provided client services in the United States. In 2015, as the representative for the Asia-Pacific region
of Deloitte Touche Tohmatsu Limited, where he led cross-border collaboration across countries and
regions.
Transformation
- As CEO of Deloitte Tohmatsu Group, he accelerated the deployment of solutions in the technology
domain and promoted the improvement of service quality and sophistication of security response
across the Group. In addition, he has a proven track record of leadership development across the
Asia-Pacific region, including initiatives that advanced the participation and growth of women within the
organization.
Katsuya Natori
Legal/Risk Management
- Katsuya Natori was admitted to the bar in 1986 and joined Nishimura & Asahi (formerly Masuda and
Ejiri Law Office). After graduating from the University of Washington School of Law (LL.M.) in 1990, he
gained experience in international legal affairs at several US law firms. Later, he has experience
leading the legal departments of several global companies.
Global Business
- He has served
as General Counsel of Apple Japan, Inc. (formerly Apple Computer Co., Ltd.), General
Counsel of Oracle Information Systems (Japan) G.K. (formerly Sun Microsystems K.K.), General
Counsel and Executive Officer of Fast Retailing Co., Ltd., and General Counsel and Vice President of
IBM Japan, Ltd. He has extensive experience in leading the management of companies with global
operations.
Technology
- In addition to his experience leading the legal department of a global IT company, he also has
extensive knowledge and experience in technology, including his role as the head of a
technology-driven business process outsourcing business.
Transformation
- He has established a role as a general counsel (GC) in Japan, using his legal expertise to control risk
and optimize management. He has also served as an Outside Auditor and chairman of third-party
investigation committees for various companies based on his deep knowledge of corporate compliance
and governance, and has a proven track record of facilitating the optimization of corporate operations.
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Internal Controls and their Operational Status
Important details of the Company’s internal control policies, procedures, and processes were approved as follows by resolution of the
Board of Directors meeting on March 12, 2025.
Measures to Ensure That Directors and Employees of the Company Comply with Laws and
Regulations and the Articles of Incorporation in the Execution of Their Duties
Governance Structure
- A Board of Directors, which must include independent Directors, shall be established at the Company to carry out
decision-making on important matters.
- An Audit and Supervisory Board, which shall include independent Audit and Supervisory
Board members, shall be established
at the Company. The Company’s Audit and Supervisory Board members shall audit the execution of duties by the Company’s
Directors by attending meetings of the Board of Directors and other important meetings and investigating the state of
operations and similar matters on the basis of the audit standards established by the Audit and Supervisory Board.
- The Company shall establish a Nomination and Governance Committee and Compensation Committee, each chaired by an
independent Director, to conduct deliberations on the nomination, appointment, evaluation and compensation of the Directors
and Senior Vice Presidents.
- The Company shall dispatch its Directors to each SBU Headquarters, such that the Company’s Directors account for a
majority of the Board of Directors of each SBU Headquarters and supervise the management of each SBU Headquarters.
Internal Audit
- An Internal Audit Department shall be established within the Company, under the direct control of the Representative Director,
President and CEO, and shall conduct audits of the Company’s managers, employees, and similar personnel (collectively,
“Recruit Affiliated Persons”) and their compliance with laws and regulations, as well as the Articles of Incorporation and
company policies.
Code of Ethics and Internal Policies
- The “Recruit Group Code of Ethics” shall be established and all Recruit Affiliated Persons shall be informed thereof.
- While giving due consideration to the autonomy and independence of the Company’s subsidiaries, the “Recruit Group
Policies”
shall be established as shared group-wide policies for Recruit Holdings and its subsidiaries on matters such as
decision-making, investment management, finance, human resource management, risk management, and compliance, in
order to realize unified group-wide management of the whole Company.
Structure for Compliance
- The Company shall establish the “Recruit Group Compliance Policy” that sets forth basic policies regarding compliance. The
Company’s Board of Directors shall appoint an individual with ultimate responsibility for compliance, establish a department in
charge of compliance, make decisions on basic group-wide compliance policies, and monitor the effectiveness of the
compliance measures. The Representative Director, President and CEO, shall convene and serve as chairperson of the
Compliance Committee and shall evaluate the effectiveness of each SBU’s compliance program and make decisions on the
group-wide compliance plan at the Business Strategy Meeting.
- The Board of Directors of each SBU Headquarters shall appoint an individual with ultimate responsibility for compliance at the
SBU, make decisions on the SBU’s basic compliance policies, and monitor the effectiveness of the SBU’s compliance
measures. The CEO of each SBU Headquarters shall convene and serve as chairperson of the Compliance Committee for
the
SBU and shall evaluate the effectiveness of the SBU’s compliance and make decisions on and inspections of the SBU
Headquarters’ operational plans.
- The CEO of each subsidiary of the Company shall appoint an individual with ultimate responsibility for compliance at the
subsidiary, evaluate the effectiveness, and make decisions on and inspections of the subsidiary’s operational plans of its
compliance.
Whistleblowing Policy
- The Holding Company and its subsidiaries shall establish measures, including reporting hotlines for harassment and/or illegal
or other improper behavior, to promptly transmit information to the applicable department in charge of compliance within the
Company or the relevant subsidiary, in the event that a Recruit Affiliated Person discovers a potential issue related to internal
controls. The department in charge of compliance that receives the report shall promptly and thoroughly investigate the
matter, decide on response measures in consultation with the related departments, and implement appropriate response
measures.
Training
- The Holding Company and its subsidiaries shall plan and conduct necessary training for Recruit Affiliated Persons to ensure
compliance with the “Recruit Group Code of Ethics” and internal policies.
Disciplinary Actions
- In the
event that a violation of laws, regulations, internal policies, or other compliance rules is discovered, the Holding
Company and its subsidiaries shall impose strict measures against any Recruit Affiliated Persons involved in such violation.
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Preventing All Relationships with Anti-Social Forces
- The Holding Company and its subsidiaries shall establish procedures to prevent all relationships, including business
relationships, with anti-social forces, as defined by the Japanese government.
Policies and Procedures concerning Retention and Management of Information regarding
the Execution of Duties by the Company’s Directors
- The Holding Company shall establish the “Documents and Contracts Management Policy,” providing for the creation and
retention of documents and materials related to Directors’ execution of their duties, including documents such as the minutes
of Annual Meetings of Shareholders, meetings of the Board of Directors, and Business Strategy Meetings.
-
The length of time of, and department responsible for, the retention of the documents described in the previous paragraph
shall be as set forth in the “Documents and Contracts Management Policy.” Documents shall be retained in a manner that
allows them to be viewed upon request by Recruit Holdings’ Directors and Audit and Supervisory Board members.
Internal Policies and Other Measures concerning Management of Risk of Loss
- The Company shall establish the “Recruit Group Risk Management Policy” and “Recruit Group Risk Escalation Rules” to
provide comprehensive, group-wide risk management.
- The Company’s Board of Directors shall appoint an individual with ultimate responsibility for group-wide risk management,
establish a department in charge of risk management, and make decisions on the basic policies regarding, and monitor the
status of, the Company’s risk management. In addition, the Risk Management Committee, chaired by the Director responsible
for group-wide risk management, shall monitor risk management within each SBU and identify risks. Based on the results of
these committee meetings, the Business Strategy Meeting shall identify and determine risks requiring particular attention at
the group level and discuss measures to mitigate such risks.
- The Board of Directors of each SBU Headquarters shall appoint an individual with ultimate responsibility for risk management
at the SBU and
make decisions on basic policies regarding, and monitor the status of, the SBU’s risk management. In
addition, through the SBU Risk Management Committee attended by those responsible for the respective management
functions of each SBU Headquarters, the Board of Directors of each SBU Headquarters shall monitor the status of risk
management at each SBU as well as identify and determine the risks deserving of particular attention.
- The CEO of each of the Company’s subsidiaries shall be ultimately responsible for risk management at the subsidiary and
shall appoint an individual to oversee risk management at the subsidiary, identify risks for the subsidiary and determine the
significance of such risks.
- If a serious incident occurs that may affect the Company as a whole, the Company shall establish a crisis management task
force to address the situation.
Measures to Ensure the Efficient Execution of Duties by the Company’s Directors and Its
Subsidiaries
- The Company’s Board of Directors or the Business Strategy Meeting shall set group-wide management targets for the
Company and shall make these targets widely known within the Company as a whole, while also setting specific targets to be
achieved by each function of the Company in order to achieve the group-wide targets. The Company’s Senior Vice Presidents
in charge of each function shall determine and execute efficient methods of achieving these targets.
- The Company’s Board of Directors shall regularly review the Company’s progress in achieving these targets and, by
promoting improvements such as eliminating or reducing factors that impede efficiency and increase the likelihood of
achieving the targets.
- The Company shall establish a Business Strategy Meeting as an advisory body to the CEO and shall carry out discussions on
necessary matters regarding management of the Company as a whole.
- In addition, expert committees such as the Sustainability Committee shall be set up as advisory bodies to the Company’s
Board of Directors or the Business Strategy Meeting.
Policies and Procedures to Ensure the Reliability of Internal Controls for Financial
Reporting
The Company shall establish the “J-SOX General Policy,” the policy for the Japanese regulatory framework similar to Sarbanes-Oxley
(SOX), and a system of internal control for financial reporting based on the internal control reporting system described in the Financial
Instruments and Exchange Act of Japan.
Policies and Procedures concerning Reporting to the Holding Company regarding the
Execution of Duties by Subsidiaries’ Directors and Similar Persons
- The Holding Company shall establish internal divisions to oversee each SBU. Based on requests from such oversight
divisions, Directors of the subsidiaries shall regularly report their business results and the status of implementation of their
business strategies to their respective oversight divisions.
- The Holding Company and SBU Headquarters shall share information regarding their management activities on a regular
basis, and discuss management policies, as needed.
- The Company shall establish the “Group Management Policy of the Recruit Group” and require the Company’s subsidiaries to
obtain approval of the Holding Company regarding important issues and make a prior confirmation with or subsequent report
to the relevant departments of the Company.
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Matters concerning Appointment of Employees to Assist Audit and Supervisory Board
Members in Their Audit Duties
The Company shall appoint one or more persons as “Assistants to support the Company’s Audit and Supervisory Board members”
(“Assistants”) and make an official announcement of the appointment.
Matters relating to Ensuring the Independence of Employees from the Company’s Directors
Described in the Preceding Item and the Effectiveness of Instructions Given to the
Employees
Assistants shall only follow the directions provided by the Audit and Supervisory Board members in supporting their duties. The opinions
of the Audit and Supervisory Board members and the Audit and Supervisory Board shall be respected with regard to the appointment,
transfer, evaluation, and discipline of these Assistants.
Procedures concerning Reports to the Company’s Audit and Supervisory Board Members
Recruit Affiliated Persons and the Company’s Independent Auditor shall report to the applicable Audit and Supervisory Board members
of the Company on the matters set forth below. Measures shall be put in place to allow for reporting in a timely manner by means of
meetings, interviews, telephone, email, and similar methods.
- Material matters regarding business management
- Matters that have the potential to cause significant loss to the Company
- Material matters regarding internal auditing and risk management
- Material violations of laws, regulations, or the Articles of Incorporation
- Any other material matters regarding internal controls
The Company’s Audit and Supervisory Board members and the Internal Audit Department shall cooperate with the Directors and Audit
and Supervisory Board members of each SBU Headquarters and its subsidiaries as needed and share information on a regular basis.
Measures to Ensure That Individuals Reporting on Matters Described in the Preceding Item
Are Not Unfavorably Treated on the Basis of Such Reporting
The Company shall establish the “Recruit Group Compliance Policy” under which any individual who has made a report described in the
preceding item may not be subjected to unfavorable treatment such as dismissal, unjustified transfer, or similar measures due to him or
her reporting such matters in good faith.
Matters relating to Policies concerning Procedures for Making Advance Payments or
Reimbursements of Expenses Incurred in Connection with the Execution of Duties by the
Company’s Audit and Supervisory Board Members and Treatment of Other Expenses or
Obligations Associated with the Execution of Duties by These Members
The Company shall bear the costs of the budget requested in advance by the Audit and Supervisory Board members for expenses
necessary to execute their duties. In addition, the Company’s Audit and Supervisory Board members may request payment from the
Company of expenses incurred in urgent or unexpected circumstances, and the Company shall bear such costs.
Other Measures to Ensure the Effectiveness of Audits by Audit and Supervisory Board
Members
The Company’s Audit and Supervisory Board members and Audit and Supervisory Board shall hold regular meetings to exchange
opinions with the Representative Director, President and CEO and with the Company’s Independent Auditor, respectively.
Agreement with Directors and Audit and Supervisory Board Members
Agreement for Limitation of Liability of Non-Executive Directors and Audit and Supervisory
Board Members
The Company has entered into an agreement with each of the non-Executive Directors and with Audit and Supervisory Board members,
to limit their liability under Article 423, Paragraph 1 of the Companies Act of Japan. The maximum amount of liability for damages
covered in the agreement is the minimum amount required under applicable laws and regulations. The limitation of liability, however,
applies only when the respective personnel has performed their duties in good faith and are not deemed grossly negligent.
Directors and Officers Liability Insurance Contract
Since the Company is promoting global business development, it has entered into a directors and officers liability insurance contract
principally to hire and retain outstanding executives globally, who have the knowledge, experience and professional relationships on a
high level, and to enable them to execute their duties without fear of failure.
Directors , Audit and Supervisory Board members, and Senior Vice Presidents (including their inheritors) and employees of the Company
including its subsidiaries (excluding those whose total assets are more than 25% of the consolidated assets of the Company, or whose
securities are publicly
traded on any exchanges in the U.S.), among others, are named as the insured of the contract. The Company
pays all of the insurance premiums. The insurance contract covers any losses, legal defense costs, etc. caused by the insured persons’
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Corporate Governance | 98
execution of their duties, and which are claimed for during the term of insurance. However, the contract does not cover any losses
caused by dishonest or improper conduct such as willful breach of duty or criminal acts.
At the Annual Meeting of Shareholders to be held on June 26, 2025, “Election of Eight (8) Directors of the Board” will be proposed as
Proposal 1. If this proposal is approved as originally
proposed, and Tsuyoshi Kodera is elected, the Company plans to enter into an
agreement to limit his liability and directors and officers liability insurance contract with him.
Items Defined in the Company's Articles of Incorporation
Number of Directors
The Articles of Incorporation provide that the Company shall have no more than 11 Directors.
Requirements for Resolutions on the Appointment of Directors
The Articles of Incorporation provide that resolutions on the appointment of Directors require the attendance of at least one-third of
shareholders with voting rights at Shareholders Meeting and approval by the majority of those voting rights. The Articles of Incorporation
also provide that resolutions on the appointment of Directors shall not be based on cumulative voting.
Requirements for Special Resolutions of Shareholders Meeting
The Articles of Incorporation provide that special resolutions of Shareholders Meeting (as referred to in Article 309, Paragraph 2 of the
Companies Act of Japan) require the attendance of at least one-third of shareholders with voting rights and approval by at least
two-thirds of those voting rights. This aims for a smooth operation of Shareholders Meeting by lowering the quorum.
Decision-making Body for Dividends from Surplus
The Articles of Incorporation provide that the matters related to dividends from surplus as referred to in each item of Article 459,
Paragraph 1 of the Companies Act of Japan may be decided by a resolution of the Board of Directors without the approval from
Shareholders Meeting unless laws and regulations provide for otherwise. This aims for the flexibility in shareholder returns by
authorizing the Board of Directors to decide matters related to dividends from surplus.
Share Buyback
Pursuant to Article
165, Paragraph 2 of the Companies Act of Japan, the Articles of Incorporation provide that the Company may buy
back its own shares based on a resolution of the Board of Directors. This will enable the Company to buy back the shares through
market transactions which will allow for an expeditious execution of capital policies adapting to changes in the business environment.
Liability Exemption for Directors and Audit and Supervisory Board Members
Pursuant to Article 426, Paragraph 1 of the Companies Act of Japan, the Company may, by a resolution of the Board of Directors and to
the extent permitted by laws and regulations, exempt Directors (including former Directors) and Audit and Supervisory Board members
(including former Audit and Supervisory Board members) from being liable for damages due to their negligence of their duties. This
creates an environment where Directors and Audit and Supervisory Board members can maximize their performance and fulfill their
expected roles.
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Leadership 
Board of Directors
If Proposal 1 “Election of Eight (8) Directors of the Board” is adopted as originally proposed at the Annual Meeting of Shareholders to be
held on June 26, 2025, the officers of the Company (Directors and Audit and Supervisory Board members) will be as follows.
Reasons for being appointed as a Director
Masumi Minegishi served as CEO of Recruit Holdings Co., Ltd., for nine years, from April 2012 to March 2021 and demonstrated strong
leadership while overseeing the business of the entire group. Mr. Minegishi has served as a Director since 2009, and the Company
believes that he is well-suited to sustainably improve the enterprise value of the Company, and should continue to serve as a Director.
Mr. Minegishi's role as Representative Director and Chairperson of the Company chiefly involves carrying out supervision of
management. He is not responsible for managing any particular business area, and he has limited involvement in the decision making of
day-to-day operations.
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MASUMI MINEGISHI Director since 2009
Representative Director and Chairperson
Career summary:
Masumi Minegishi is Representative Director and
Chairperson. He has previously served as
Representative Director, President and CEO of
Recruit Holdings from 2012. He is credited with
leading the Company’s transformation into a
global tech company. Five years after joining the
Company in 1987, Mr. Minegishi was transferred
to the new business development office, where he
contributed to the launch of Zexy, the bridal
magazine. He became Senior Vice President in
2003 and Executive Vice President in 2004. After
leading the housing information business and
consolidated numerous operations to build the
SUUMO brand, he was appointed as a Director
and Executive Vice President in 2009.
Age: 61
(Date of Birth: January 24th, 1964)
Number of Company Shares held:
1,016,699
Responsibility:
Chairperson
Meeting body in charge (*Bold: Chairperson):
Board of Directors , Business Strategy Meeting, Nomination and Governance
Committee, Compliance Committee, Risk Management Committee,
Sustainability Committee
Term of office
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
Unless otherwise stated, position refers to Recruit Holdings Co., Ltd.
*Current position
June
2022
Independent Outside Director* of ANA HOLDINGS INC.
Outside Director* of Konica Minolta, Inc.
April
2021
Representative Director* and Chairperson*
April
2012
Representative Director, President and CEO
April
2011
Director and Senior Executive Vice President
June
2009
Director and Executive Vice President
April
2004
Executive Vice President
April
2003
Senior Vice President
April
1987
Joined the Company
Significant concurrent position(s)
• Outside Director of Konica Minolta, Inc.
• Independent Outside Director of ANA HOLDINGS INC.
HISAYUKI IDEKOBA Director since 2019
Representative Director, President and Chief
Executive Officer
Career summary:
Hisayuki "Deko" Idekoba is a seasoned leader
with a proven track record of driving innovation
and growth across two-sided marketplaces.
Currently, he serves as Representative Director,
President and CEO of Recruit Holdings, and
President and CEO of Indeed.
Previously, Deko led Recruit’s acquisition of
Indeed and later became its CEO. He also led the
acquisition of Glassdoor in 2018 and was
appointed Head of Recruit’s HR Technology
Business in 2021. Under his leadership, Recruit’s
HR technology companies - which include Indeed
and Glassdoor - have evolved into the world’s
leading HR matching services.
Earlier in his career, Deko was instrumental in
leading the digital transformation of several
Recruit Group businesses, including Jalan, a
travel service, and Hot Pepper Beauty, a salon
reservation platform. He successfully transitioned
these services from print to digital, helping to
normalize online booking in Japan.
Age: 50
(Date of Birth: April 22nd, 1975)
Number of Company Shares held:
241,755
Responsibilities:
In charge of Corporate Planning Division,
and HR Technology Business
Meeting body in charge (*Bold: Chairperson):
Board of Directors, Business Strategy Meeting , Nomination and Governance
Committee, Compensation Committee, Compliance Committee , Risk
Management Committee, Sustainability Committee
Term of office
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
Unless otherwise stated, position refers to Recruit Holdings Co., Ltd.
*Current position
June
2025
President* and CEO* of Indeed, Inc.
April
2025
Director* of Indeed Recruit Partners Co., Ltd.
April
2021
Representative Director*, President* and CEO*
April
2020
Director and Senior Executive Vice President in charge of Finance and Operations (COO)
June
2019
Director and Senior Executive Vice President in charge of Corporate Planning (CSO), Administration
(CRO), and Operations (COO)
April
2019
Senior Executive Vice President in charge of Corporate Planning (CSO), Administration (CRO), and
Operations (COO)
Director* of Indeed, Inc.
June
2018
Director* of Glassdoor LLC (formerly Glassdoor, Inc.)
April
2018
Director* of Recruit Co., Ltd.
January
2018
Senior Executive Vice President
CEO* and Director* of RGF OHR USA, INC.
Chairman* and Director* of RGF Staffing B.V. (formerly Recruit Global Staffing B.V.)
April
2016
Executive Vice President
October
2015
CEO of Indeed, Inc.
October
2013
CEO and President of Indeed, Inc.
September
2012
Chairman of the Board of Indeed, Inc.
April
2012
Senior Vice President
April
1999
Joined the Company
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Significant concurrent position(s)
• CEO and Director of RGF OHR USA, INC.
• Director, President and CEO of Indeed, Inc.
• Director of Glassdoor LLC
• Director of Indeed Recruit Partners Co., Ltd.
• Chairman and Director of RGF Staffing B.V.
• Director of Recruit Co., Ltd.
Reasons for being appointed as a Director
Hisayuki "Deko" Idekoba has spearheaded major business growth through the strategic use of technology since 2012 in his role as a
Senior Vice President. He has played a key role in the steady growth of Indeed and contributed significantly to the globalization of the
Company. Mr. Idekoba has served as a Director of the Company since 2019, and the Company believes that he is well-suited to
sustainably improve the enterprise value of the Company, and should continue to serve as a Director.
Director, Executive Vice President and
Chief Operating Officer
Career summary:
Ayano "Sena" Senaha is Director, Executive Vice
President in charge of Corporate Communications
Division, Human Resources / General Affairs
Division, Risk Management Division, Group
Governance in the Corporate Planning Division
and COO. She has played a major role in the
rapid globalization of the Company, leading and
contributing to a series of post-merger
integrations. Six years after joining the Company,
she was transferred to newly acquired
ADVANTAGE GROUP LIMITED in London in
2012. She skillfully turned around its financial
performance after being appointed Managing
Director in 2014. She became Chief of Staff at
Indeed, Senior Vice President in 2018, and
Director in 2020. She is credited with aiding the
development of a corporate governance structure
that neutralizes risks while enabling quick
decision-making.
Age: 42 
(Date of Birth: December 5th, 1982)
Number of Company Shares held:
21,678
Responsibilities:
In charge of Corporate Communications Division,
Human Resources / General Affairs Division,
Risk Management Division,
Group Governance in the Corporate Planning Division
Meeting body in charge (*Bold: Chairperson):
Board of Directors , Business Strategy Meeting, Nomination and Governance
Committee, Compensation Committee, Compliance Committee, Risk
Management Committee, Sustainability Committee
Term of office
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
Unless otherwise stated, position refers to Recruit Holdings Co., Ltd.
*Current position
April
2025
Director* of Indeed Recruit Partners Co., Ltd.
April
2023
Director* of Recruit Co., Ltd.
July
2022
Director* of Indeed, Inc.
April
2022
Director* of RGF Staffing B.V.
Member of the Board of Directors* of Georg Fischer Ltd.
April
2021
Director*, Executive Vice President* and COO*
June
2020
Director and Executive Vice President
April
2020
Executive Vice President
January
2020
Director* of Glassdoor LLC (formerly Glassdoor, Inc.)
April
2018
Senior Vice President
January
2018
Executive Manager in charge of Corporate Planning and Talent Management;
Chief of Staff at Indeed, Inc.
Director* of RGF OHR USA, INC.
April
2016
Executive Manager in charge of Talent Management
July
2015
Executive Manager in charge of R&D Business Development
January
2014
Managing Director of ADVANTAGE GROUP LIMITED
Managing Director of ADVANTAGE PROFESSIONAL UK LIMITED
Director of ADVANTAGE XPO LIMITED
April
2006
Joined the Company
Significant concurrent position(s)
• Director of RGF OHR USA, INC.
• Director of Indeed, Inc.
• Director of Glassdoor LLC
• Director of Indeed Recruit Partners Co., Ltd.
• Director of RGF Staffing B.V.
• Director of Recruit Co., Ltd.
• Member of the Board of Directors of Georg Fischer Ltd.
Reasons for being appointed as a Director
Ayano "Sena" Senaha has served as Senior Vice President since 2018. Ms. Senaha has played a major role in the rapid globalization
of the Company, having led and contributed to several post-merger integrations and having developed a corporate governance
structure which ensures the balance of business strategies and risk management. Ms. Senaha has served as a Director
of the
Company since 2020, and the Company believes that she is well-suited to sustainably improve the enterprise value of the Company,
and should continue to serve as a Director.
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RONY KAHAN Director since 2018
Director (Non-Executive)
Career summary:
Rony Kahan was appointed Director of Recruit
Holdings in 2018. He has also served as Chairman
and Director of Indeed since 2013. Rony started
his career in the HR industry in 1998 by
co-founding jobsinthemoney.com, which became
the leading job site for finance professionals. In
2003 he sold the business, and the following year,
co-founded Indeed with the mission to help people
get jobs. This novel approach to the job search
market caught the attention of Recruit Holdings,
which acquired Indeed in 2012. Working together
with the new leadership team, Mr. Kahan
successfully grew Indeed into the world’s leading
online matching and hiring platform.
Age: 57
(Date of Birth: November 26th, 1967)
Number of Company Shares held:
292,450
Meeting body in charge:
Board of Directors, Business Strategy Meeting
Term of office
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
Unless otherwise stated, position refers to Recruit Holdings Co., Ltd.
*Current position
June
2018
Director*
April
2018
Chairman and Director* of RGF OHR USA, INC.
October
2013
Chairman and Director* of Indeed, Inc.
September
2012
CEO of Indeed, Inc.
November
2004
Co-founder, President, and Chairman of the Board of Indeed, Inc.
August
1998
Co-founder of jobsinthemoney.com, Inc.
Significant concurrent position(s)
• Chairman and Director of RGF OHR USA, INC.
• Chairman and Director of Indeed, Inc.
Reasons for being appointed as a Director
Rony Kahan is a co-founder of Indeed, Inc., a consolidated subsidiary of Recruit Holdings. The Company is confident that his
extensive track record of innovation, his deep expertise and broad connections in the HR technology industry will help us further
accelerate the global expansion of our HR technology business. Mr. Kahan has served as a Director of
the Company since 2018, and
the Company believes that he is well-suited to sustainably improve the enterprise value of the Company, and should continue to serve
as non-Executive Director.
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NAOKI IZUMIYA Director since 2018
Independent Director (Non-Executive)
Career summary:
Naoki Izumiya, who is Honorary Advisor of Asahi
Group Holdings, Ltd., has served as an
independent Director of the Recruit Holdings’
Board since 2018. Before his role as Chairman of
the board, he promoted the growth of Asahi Group
companies and spearheaded acquisitions
including Calpis Co., Ltd. He expanded the
business globally to Oceania, South East Asia and
Europe. Mr. Izumiya served in various roles at
Asahi Breweries, Ltd. including Senior General
Manager of Strategy Planning Headquarters,
General Manager of the Tokyo Branch and Public
Relations before he was appointed President and
Representative Director of Asahi Breweries, Ltd. in
2010.
Age: 76 
(Date of Birth: August 9th, 1948)
Number of Company Shares held:
1,814
Meeting body in charge (*Bold: Chairperson):
Board of Directors, Nomination and Governance Committee , Compensation
Committee
Term of office
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
*Current position
March
2021
Honorary Advisor* of Asahi Group Holdings, Ltd.
March
2019
Chairman of the Board of Asahi Group Holdings, Ltd.
June
2018
Independent Director* of Recruit Holdings Co., Ltd.
March
2018
Chairman and Representative Director of Asahi Group Holdings, Ltd.
March
2016
Chairman and Representative Director, CEO of Asahi Group Holdings, Ltd.
March
2014
President and Representative Director, CEO of Asahi Group Holdings, Ltd.
July
2011
President and Representative Director, COO of Asahi Group Holdings, Ltd.
March
2010
President and Representative Director of Asahi Breweries, Ltd.
March
2009
Senior Managing Director and Senior Managing Executive Officer of Asahi Breweries, Ltd.
March
2006
Managing Director, Managing Executive Officer, and Senior General Manager of Sales & Marketing
Headquarters for Alcoholic Beverages at Asahi Breweries, Ltd.
March
2004
Managing Director of Asahi Breweries, Ltd.
March
2003
Director of Asahi Breweries, Ltd.
September
2001
Executive Officer, Deputy General Manager of Tokyo Metropolitan Headquarters, and General Manager
of Tokyo Branch at Asahi Breweries, Ltd.
October
2000
Executive Officer and Senior General Manager of Strategy Planning Headquarters at Asahi Breweries,
Ltd.
March
2000
Executive Officer and Senior General Manager of Group Management Strategy Headquarters at Asahi
Breweries, Ltd.
April
1972
Joined Asahi Breweries, Ltd.
Significant concurrent position(s)
• Honorary Advisor of Asahi Group Holdings, Ltd.
Reasons for being appointed as a Director
Naoki Izumiya has a strong background in advanced corporate communication strategy, a track record of executive development, and
extensive experience enhancing enterprise value through aggressive acquisition and successful synergistic integration of overseas
companies. Mr. Izumiya has served as an independent Director of Recruit Holdings since 2018. The Company believes that he is
well-suited to advise the Company
on overall management and supervise the execution of the business, and should continue to serve
as Independent Director.
The Company expects Independent Directors to play the following roles in addition to supervising the management of the Company:
i. To provide the Company with advice based on their management experience in corporations operating globally and/or that are
publicly listed, which are necessary for the Company to further enhance its enterprise value and shareholder value in the mid-
to long-term period.
ii. To play a leading role in matters related to selection and dismissal, evaluation and compensation of Directors and Senior Vice
Presidents as a chair and/or member of the Nomination and Governance Committee and Compensation Committee.
iii. To oversee decision-making in cases where any potential conflict of interest exists between Directors and the Company. The
Board of Directors acts as the decision-making body for matters that may cause conflicts of interest by ensuring the decision
is delivered under the presence of Independent Directors as well as Independent Audit and Supervisory Board members.
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Independence Criteria
Naoki Izumiya meets both the requirements for independence stipulated by the Tokyo Stock Exchange and those of the Holding
Company.
Within the past 10 years, Mr. Izumiya has served as Chairman and Representative Director of Asahi Group Holdings, Ltd., which has a
business relationship with the Company.
However, such transactions account for less than 1% of the consolidated revenue of Asahi
Group Holdings, Ltd. and Recruit Holdings,
respectively, and are thus too small to be material.
Therefore, the Company believes that Mr. Izumiya has sufficient independence where there are no potential conflicts of interests with
general shareholders.
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TSUYOSHI KODERA New Appointment
Independent Director (Non-Executive)
Career summary:
Tsuyoshi “John” Kodera is Corporate Executive
Officer and CDO of Sony Group Corporation. He
brings over three decades of leadership and
extensive business experience from Sony as well
as deep experience in launching global network
services and has extensive knowledge in
information security.
Mr. Kodera joined Sony Corporation in 1992. He
has held key leadership roles including President
of Sony Network Entertainment International and
President and CEO of Sony Interactive
Entertainment. After being appointed Executive
Vice President of Sony Corporation in 2018, he
has led the digital transformation strategy at Sony
Group Corporation since 2019.
In 2021, he became Executive Vice President and
Chief Digital Officer (CDO) of Sony Group
Corporation, overseeing digital transformation
strategy, information systems, and information
security.
Earlier in his career, Mr. Kodera was responsible
for business planning, consumer AV, and IT
products at Sony Electronics based in the United
States.
Age: 55
(Date of Birth: October 8th, 1969)
Number of Company Shares held:
0
Meeting body in charge:
Board of Directors, Nomination and Governance Committee, Compensation
Committee
Term of office
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
*Current position
April
July
2025
2023
Corporate Executive Officer* and CDO* of Sony Group Corporation
Executive Vice President, CDO and CIO of Sony Group Corporation
April
2021
Executive Vice President and CDO of Sony Group Corporation
April
2019
Deputy President of Sony Interactive Entertainment LLC;
Deputy President of Sony Interactive Entertainment Inc.
June
2018
Executive Vice President of Sony Corporation
October
2017
President and Chief Executive Officer of Sony Interactive Entertainment LLC;
President of Sony Interactive Entertainment Inc.
June
2016
Business Executive of Sony Corporation
April
2016
Deputy President of Sony Interactive Entertainment LLC
April
2013
President of Sony Network Entertainment International LLC
July
2010
SVP of Sony Network Entertainment International LLC
April
2008
VP of Sony Electronics Inc.
April
1992
Joined Sony Group Corporation (formerly Sony Corporation)
Significant concurrent position(s)
• Corporate Executive Officer and CDO of Sony Group Corporation
Reasons for being appointed as a Director
Tsuyoshi Kodera has experience in launching global network services and has extensive knowledge in information security, a critically
important field for our company. The Company believes that he is well-suited to advise the Company on overall management and
supervise the execution of business, and should serve as Independent Director.
The Company expects Independent Directors to play the following roles in addition to supervising the management of the Company:
i. To provide the Company with advice based on their management experience in corporations operating globally and/or
that are
publicly listed, which are necessary for the Company to further enhance its enterprise value and shareholder value in the mid-
to long-term period.
ii. To play a leading role in matters related to selection and dismissal, evaluation and compensation of Directors and Senior Vice
Presidents as a chair and/or member of the Nomination and Governance Committee and Compensation Committee.
iii. To oversee decision-making in cases where any potential conflict of interest exists between Directors and the Company. The
Board of Directors acts as the decision-making body for matters that may cause conflicts of interest by ensuring the decision
is delivered under the presence of Independent Directors as well as Independent Audit and Supervisory Board members.
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Independence Criteria
Tsuyoshi Kodera meets both the requirements for independence stipulated by the Tokyo Stock Exchange and those of the Holding
Company.
Mr. Kodera currently serves as Corporate Executive Officer and CDO of Sony Group Corporation, which has a business relationship
with the Company.
However, such transactions account for less than 1% of the consolidated revenue of Sony Group Corporation and
Recruit Holdings,
respectively, and are thus too small to be material.
Therefore, the Company believes that Mr. Kodera has sufficient independence where there are no potential conflicts of interests with
general shareholders.
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KEIKO HONDA Director since 2022
Independent Director (Non-Executive)
Career summary:
Keiko Honda has served as an independent
Director of the Recruit Holdings’ Board since
2022. She is highly experienced in corporate
management, financial economics, sustainability,
and is currently a Professor at Waseda Business
School. Ms. Honda began her career at Bain &
Company Japan in 1984. In 1986, she joined
Shearson Lehman Brothers Securities Co., Ltd.,
and later joined McKinsey & Company. Ms. Honda
became the first female senior partner in the
Asian division, where she advised on corporate
strategy and M&A for 24 years since 1989. Ms.
Honda was appointed Executive Vice President in
2013, and served as CEO and Executive Vice
President of Multilateral Investment Guarantee
Agency of the World Bank Group from 2014 to
2019. She served as an Adjunct Professor and
Adjunct Senior Research Scholar on sustainable
Investing at Columbia University School of
International and Public Affairs between 2020 and
2024.
Age: 63
(Date of Birth: September 27th, 1961)
Number of Company Shares held:
3,060
Meeting body in charge (*Bold: Chairperson):
Board of Directors, Nomination and Governance Committee, Compensation
Committee , Sustainability Committee
Term of office
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
*Current position
April
2025
Professor* of Waseda Business School
June
2022
Independent Director* of Recruit Holdings Co., Ltd.
June
2020
Independent Board Member* of Mitsubishi UFJ Financial Group, Inc.
March
2020
Independent Board Member* of AGC Inc.
October
2019
Retired from Multilateral Investment Guarantee Agency (World Bank Group)
June
2014
CEO and Executive Vice President of Multilateral Investment Guarantee Agency (World Bank Group)
July
2013
Executive Vice President of Multilateral Investment Guarantee Agency (World Bank Group)
July
2007
Senior Partner of McKinsey & Company, Inc. Japan
July
1999
Partner of McKinsey & Company, Inc. Japan
July
1989
Joined McKinsey & Company, Inc. Japan
May
1986
Joined Shearson Lehman Brothers Securities Co., Ltd.
April
1984
Joined Bain & Company Japan, Inc.
Significant concurrent position(s)
• Independent Board Member of AGC Inc.
• Independent Board Member of Mitsubishi UFJ Financial Group, Inc.
• Professor of Waseda Business School
Reasons for being appointed as a Director
Keiko Honda has served in key roles in both financial institutions and consulting firms at a time when they were expanding their
business globally, and has a great wealth of experience and knowledge in management and finance, as well as a high level of
expertise with regard to Sustainability issues. Ms. Honda has served as an independent
Director of Recruit Holdings since 2022. The
Company believes that she is well-suited to advise the Company on overall management and supervise the execution of business,
and should continue to serve as Independent Director.
The Company expects an Independent Directors to play the following roles in addition to supervising the management of the
Company:
i. To provide the Company with advice based on their management experience in corporations operating globally and/or that are
publicly listed, which are necessary for the Company to further enhance its enterprise value and shareholder value in the mid- to
long-term period.
ii. To play a leading role in matters related to selection and dismissal, evaluation and compensation of Directors and Senior Vice
Presidents as a chair and/or member of the Nomination and Governance Committee and Compensation Committee.
iii. To oversee decision-making in cases where any potential conflict of interest exists between Directors and the Company. The Board
of Directors acts as the decision-making body for matters that may cause conflicts of interest by ensuring the decision is delivered
under the presence of Independent Directors as well as Independent Audit and Supervisory Board members.
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Corporate Governance | 108
Independence Criteria
Keiko Honda meets both the requirements for independence stipulated by the Tokyo Stock Exchange and those of the Holding
Company.
Ms. Honda currently serves as Independent Director of AGC and Outside Director of Mitsubishi UFJ Financial Group. They have
business relationships with the Company. However, such transactions account for less than 1% of the consolidated revenue of
these
companies and Recruit Holdings, respectively, and are thus too small to be material.
Ms. Honda has within the past 10 years served as CEO and Executive Vice President of Multilateral Investment Guarantee Agency
(World Bank Group), which has no business relationship with the Company.
She also serves as a professor at the Waseda Business School, which has no business relationship with the Company.
Therefore, the Company believes that Ms. Honda has sufficient independence where there are no potential conflicts of interests with
general shareholders.
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KATRINA LAKE Director since 2023
Independent Director (Non-Executive)
Career summary:
Katrina Lake serves as an independent Director of
the Recruit Holdings’ Board since 2023. Ms. Lake
is the Executive Chairperson of the Board of Stitch
Fix, Inc., a technology platform based in the U.S.
that offers personal online styling service. Ms. Lake
brings a wealth of experience and extensive
knowledge from serving as an independent director
for companies such as Grubhub, Inc., a global food
delivery service provider and Glossier, Inc., a
cosmetics brand. Ms. Lake joined the
EY-Parthenon (formerly The Parthenon Group) in
2005, and in 2011, after working for Leader
Ventures, LLC, she founded Stitch Fix, Inc.. In
2017, Stitch Fix, Inc. was listed on NASDAQ,
making her the youngest female CEO ever to be
listed on the stock exchange.
Age: 42
(Date of Birth: December 24th, 1982)
Number of Company shares held:
0
Meeting body in charge:
Board of Directors, Compensation Committee
Term of office:
From June 26, 2025 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary
*Current position
June
2023
Independent Director* of Recruit Holdings Co., Ltd.
Executive Chairperson* of the Board of Stitch Fix, Inc.
January
2023
CEO and Chairperson of Stitch Fix, Inc.
August
2021
Chairperson of Stitch Fix, Inc.
June
2018
Independent Director* of Glossier, Inc.
December
2015
Independent Director of Grubhub, Inc.
January
2011
Founder and CEO of Stitch Fix, Inc.
September
2007
Joined Leader Ventures, LLC
September
2005
Joined EY-Parthenon (formerly The Parthenon Group, LLC)
Significant concurrent position(s)
• Executive Chairperson of the Board of Stitch Fix, Inc.
Reasons for being appointed as a Director
Katrina Lake has a wealth of experience and extensive knowledge gained both from building a technology based platform business in
the U.S., and her tenure serving as CEO and Chairperson of an expanding business that is publicly traded on the U.S. stock
exchange. She also has experience serving on the Board of Directors of some platform companies,
including one that was publicly
traded. Ms. Lake has served as an Independent Director of Recruit Holdings since 2023. The Company believes that she is well-suited
to advise the Company on overall management and supervise the execution of business, and should continue to serve as
Independent Director.
The Company expects Independent Directors to play the following roles in addition to supervising the management of the Company:
i. To provide the Company with advice based on their management experience in corporations operating globally and/or that are
publicly listed, which are necessary for the Company to further enhance its enterprise value and shareholder value in the mid- to
long-term period.
ii. To play a leading role in matters related to selection and dismissal, evaluation and compensation of Directors and Senior Vice
Presidents as a chair and/or member of the Nomination and Governance Committee and Compensation Committee.
iii. To oversee decision-making in cases where any potential conflict of interest exists between Directors and the Company. The Board
of Directors acts as the decision-making body for matters that may cause conflicts of interest by ensuring the decision is delivered
under the presence of Independent Directors as well as Independent Audit and Supervisory Board members.
Independence Criteria
Katrina Lake meets both the requirements for independence stipulated by the Tokyo Stock Exchange and those of the Holding
Company.
Ms. Lake has within the past 10 years served as CEO and Chairperson of Stitch Fix, Inc., which has a business relationship with the
Company. However, such transactions account for less than 1% of the consolidated revenue
of Stitch Fix, Inc. and Recruit Holdings,
respectively, and are thus too small to be material.
Therefore, the Company believes that Ms. Lake has sufficient independence where there are no potential conflicts of interests with
general shareholders.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 110
Audit and Supervisory Board Members
YUKIKO NAGASHIMA (Name on family register: YUKIKO WATANABE)         Audit and Supervisory Board Member
since 2016
Standing Audit and Supervisory Board
Member
Career summary:
Yukiko "Wanko" Nagashima has served as a
standing Audit and Supervisory Board Member of
Recruit Holdings since 2016. She started out in
Recruit Holdings’ HR business and transferred to
the HR department in 1995, where she led talent
management initiatives. In 2002, she
spearheaded the growth of Zexy bridal business.
In 2006, Ms. Nagashima was appointed Senior
Vice President. Two years later, she became
President and Representative Director of Recruit
Staffing Co., Ltd., where she promoted
productivity-focused work styles and diversity and
inclusion in the workforce.
Age: 64
(Date of Birth: April 4th, 1961)
Number of Company shares held:
453,725
Meeting body in charge:
Board of Directors, Audit and Supervisory Board, Business Strategy
Meeting, Compliance Committee,
Risk Management Committee
Term of office:
From June 20, 2024 to the conclusion of the Annual Meeting of Shareholders to be held in 2028.
Career summary and positions
Unless otherwise stated, position refers to Recruit Holdings Co., Ltd.
*Current position
June
2025
Outside Director (Audit & Supervisory Committee Member)* of Sumitomo Corporation
April
2025
Standing Audit and Supervisory Board Member* of Indeed Recruit Partners Co., Ltd.
June
2021
Outside Audit & Supervisory Board Member of Sumitomo Corporation
March
2019
Outside Director* of Japan Tobacco Inc.
April
2018
Standing Audit and Supervisory Board Member* of Recruit Co., Ltd.
June
2016
Standing Audit and Supervisory Board Member*
April
2016
Advisor
January
2008
President and Representative Director of Recruit Staffing Co., Ltd.
April
2006
Senior Vice President in charge of the Bridal Information Division
April
1985
Joined the Company
Significant concurrent position(s)
・Outside Director of Japan Tobacco Inc.
・Outside Director (Audit & Supervisory Committee Member) of Sumitomo Corporation
Reasons for being appointed as an Audit and Supervisory Board member
Yukiko Nagashima has served in the management of the Company as Senior Vice President. Ms. Nagashima has a wealth of
experience and knowledge in human resources, the bridal related information business and the staffing business operations. She
has served as an Audit and Supervisory Board member since 2016, and the Company believes that she is well-suited to
supervise
the Company’s overall management, and should continue to serve as Audit and Supervisory Board member .
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 111
TAKASHI NISHIMURA Audit & Supervisory Board Member since 2022
Standing Audit and Supervisory Board
Member
Career summary:
Takashi Nishimura has served as a Standing Audit
and Supervisory Board Member of Recruit
Holdings since 2022. He joined the Company in
1997 and has been in charge of promoting and
overseeing domestic and international
businesses. He has served as Director of Indeed,
Inc. since 2014 and as Director of Recruit Global
Staffing B.V. (currently RGF Staffing B.V.) since
2018, where he has promoted and overseen
businesses across the Group. From 2019 to 2021,
Mr. Nishimura served as Senior Vice President
and GM of Recruiting Solutions at Indeed, Inc.,
where he was responsible for the company's new
recruiting/staffing solutions and services. He has
contributed to new business development across
the human resources matching domain that drives
the growth of our Group.
Age: 51
(Date of Birth: October 22nd, 1973)
Number of Company shares held:
136,123
Meeting body in charge (*Bold: Chairperson):
Board of Directors, Audit and Supervisory Board , Business Strategy
Meeting, Compliance Committee, Risk Management Committee
Term of office:
From June 21, 2022 to the conclusion of the Annual Meeting of Shareholders to be held in 2026.
Career summary and positions
Unless otherwise stated, position refers to Recruit Holdings Co., Ltd.
*Current position
April
2025
Standing Audit and Supervisory Board Member* of Indeed Recruit Partners Co., Ltd.
June
2022
Standing Audit and Supervisory Board Member*
Standing Audit and Supervisory Board Member* of Recruit Co., Ltd.
January
2019
Senior Vice President and GM of Recruiting Solutions of Indeed, Inc..
January
2018
Director of RGF Staffing B.V. (formerly Recruit Global Staffing B.V.)
April
2016
Head of Business Management Department for Global Online HR SBU
April
2014
Director of Indeed, Inc.
February
2014
Executive Vice President of Recruit U.S.A.
April
2013
Head of International Business Management Department
April
2012
Company Partner of Business Management Department
April
1997
Joined the Company
Reasons for being appointed as an Audit and Supervisory Board member
Takashi Nishimura has a great wealth of knowledge and experience overseeing and managing Recruit Group's global business. He
has served as an Audit and Supervisory Board member since 2022 and the Company believes that he is well-suited to supervise the
Company’s overall management, and should continue to serve as Audit and Supervisory Board member.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 112
YOICHIRO OGAWA Audit and Supervisory Board Member since 2020
Independent Audit and Supervisory Board
Member
Career summary:
Yoichiro Ogawa was appointed as an independent
Audit and Supervisory Board Member of Recruit
Holdings in 2020. He holds over 30 years of
auditing, accounting, and leadership experience
with Deloitte Touche Tohmatsu LLC. He served in
various roles including Partner, Vice Chairman of
the Board of Directors, Asia-Pacific Region
Representative, and CEO of Deloitte Tohmatsu
Group leading the enhancement of the brand
value within Japan, and driving cooperation with
countries across regions. Mr. Ogawa founded the
Yoichiro Ogawa CPA Office in 2018.
Age: 69
(Date of Birth: February 19th, 1956)
Number of Company shares held:
0
Meeting body in charge:
Board of Directors, Audit and Supervisory Board, Nomination and
Governance Committee
Term of office:
From June 20, 2024 to the conclusion of the Annual Meeting of Shareholders to be held in 2028.
Career summary and positions
*Current position
June
2021
Outside Director* of Honda Motor Co., Ltd.
June
2020
Independent Audit and Supervisory Board Member* of Recruit Holdings Co., Ltd.
November
2018
Founder* of Yoichiro Ogawa CPA Office
July
2015
CEO of Deloitte Tohmatsu Group
June
2015
Representative of the Asia-Pacific Region at Deloitte Touche Tohmatsu Limited
October
2013
Deputy CEO of Deloitte Touche Tohmatsu LLC
June
2011
Vice Chairman of the Board of Directors at Deloitte Touche Tohmatsu Limited
June
2007
Member of the Board of Directors at Deloitte Touche Tohmatsu Limited
June
1993
Partner at Deloitte Touche Tohmatsu LLC
March
1984
Certified Public Accountant
October
1980
Joined Tohmatsu & Awoki Audit Corporation (currently Deloitte Touche Tohmatsu LLC)
Significant concurrent position(s)
・Chief of Yoichiro Ogawa CPA Office
・Outside Director of Honda Motor Co., Ltd.
Reasons for being appointed as an Audit and Supervisory Board member
Yoichiro Ogawa has international accounting expertise as a certified public accountant and has management experience, having
served as CEO of a global accounting firm. Mr. Ogawa brings a neutral and objective perspective supported by deep insight and a
wealth of international experience. The Company believes that he is well-suited to supervise the Company’s overall management
and that he should continue to serve as an independent Audit and Supervisory Board Member.
Independence criteria
Yoichiro Ogawa meets both the requirements for independence stipulated by the Tokyo Stock Exchange and those of the Holding
Company.
Mr. Ogawa currently works as Chief of Yoichiro Ogawa CPA Office, which has no material business relationship with the Company.
In addition, he has within the past 10 years worked for Deloitte Touche Tohmatsu Limited, Deloitte Touche Tohmatsu LLC, and the
Deloitte Tohmatsu Group, and currently serves as Outside Director of Honda Motor Co., Ltd. These companies have business
relationships with the Company.
However, such transactions account for less than 1% of the sales of those companies and Recruit Holdings consolidated revenue,
respectively, and are thus too small to be material.
Therefore, the Company believes that Mr. Ogawa has sufficient independence where there are no potential conflicts of interests with
general shareholders.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 113
KATSUYA NATORI Audit and Supervisory Board Member since 2020
Independent Audit and Supervisory Board
Member
Career summary:
Katsuya Natori was appointed as an independent
Audit and Supervisory Board member of Recruit
Holdings in 2020. He previously worked at several
law offices and JXTG Nippon Oil & Energy
Corporation before joining Apple Japan, Inc. in
1995. In 1998, he became General Counsel at
Oracle Information Systems (Japan), and during
the mid-2000s, he took on multiple leadership roles
at IBM Japan, Ltd. Mr. Natori founded the Natori
Law Office in 2012, and in 2020 became Managing
Partner of ITN Partners. He has also served on the
Board of Directors of Olympus Corporation and as
an Outside Audit and Supervisory Board Member
of Hino Motors, Ltd. Currently, he is a Supervisory
Director at Global One Real Estate Investment
Corporation, Outside Audit and Supervisory Board
Member of circlace, Inc., and Outside Director of
TOKYO ROPE MFG. CO., LTD and TOYO
CONSTRUCTION CO.,LTD.
Age: 66
(Date of Birth: May 15th, 1959)
Number of Company shares held:
1,060
Meeting body in charge:
Board of Directors, Audit and Supervisory Board, Compensation
Committee
Term of office
From June 20, 2024 to the conclusion of the Annual Meeting of Shareholders to be held in 2028.
Career summary and positions
*Current position
June
2023
Outside Director* of TOYO CONSTRUCTION CO., LTD.
June
2021
Outside Director* of TOKYO ROPE MFG. CO., LTD.
December
2020
Managing Partner* of ITN Partners
June
2020
Independent Audit and Supervisory Board Member* of Recruit Holdings Co., Ltd.
Outside Audit and Supervisory Board Member* of Pasona Tquila Inc. (currently circlace Inc.)
April
2016
Supervisory Director* of Global One Real Estate Investment Corp.
February
2012
Founder of Natori Law Office
April
2010
Vice President of Global Process Services at IBM Japan, Ltd.
January
2004
General Counsel at IBM Japan, Ltd.
March
2002
General Counsel and Executive Officer at Fast Retailing Co., Ltd.
January
1998
General Counsel at Sun Microsystems K.K. (currently Oracle Information Systems (Japan) G.K.)
January
1995
General Counsel at Apple Computer Co., Ltd. (currently Apple Japan, Inc.)
July
1993
Counsel at Esso Petroleum Corporation (currently ENEOS Corporation)
July
1992
Visiting Lawyer at Wilmer, Cutler & Pickering
June
1990
Visiting Lawyer at Davis Wright Tremaine LLP
April
1986
Associate Lawyer at Masuda & Ejiri Law Office (currently Nishimura & Asahi)
Significant concurrent position(s)
・ Managing Partner of ITN Partners
・ Supervisory Director of Global One Real Estate Investment Corp.
・ Outside Audit and Supervisory Board Member of circlace Inc.
・ Outside Director of TOKYO ROPE MFG. CO., LTD.
・ Outside Director of TOYO CONSTRUCTION CO., LTD.
Reasons for being appointed as an Audit and Supervisory Board member
Katsuya Natori has developed expertise as a lawyer and has international legal experience, heading the legal department at several
global IT companies. Mr. Natori brings a neutral and objective perspective supported by his deep insight and a wealth of
international experience. The Company believes that he is well-suited to supervise the Company’s overall management and should
continue to serve as an independent Audit and Supervisory Board Member.
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Corporate Governance | 114
Independence criteria
Katsuya Natori currently serves as Outside Audit and Supervisory Board Member of circlace, Inc., and Outside Director of TOKYO
ROPE MFG. CO., LTD. and Outside Director of TOYO CONSTRUCTION CO., LTD.
These companies have business relationships with the Company. However, such transactions account for less than 1% of the
consolidated revenue of these companies and Recruit Holdings, respectively, and are thus too small to be material.
In addition, he serves as Managing Partner of ITN Partners and Supervisory Director of Global One Real Estate Investment
Corporation. These companies have no business relationship with the Company.
Therefore, the Company believes that Mr. Natori has sufficient independence where there are no potential conflicts
of interests with
general shareholders.
1 The above shares held are as of May 31, 2025 and include a stake in the Recruit Group Officer Stock Ownership Association and a
stake in American Depositary Receipt (“ADR”). Other information is based on information available as of June 23, 2025.
2 The Company reported Naoki Izumiya, Tsuyoshi Kodera, Keiko Honda and Katrina Lake to the Tokyo Stock Exchange as
independent Directors, and reported Yoichiro Ogawa and Katsuya Natori as independent Audit and Supervisory Board members as
specified by the Tokyo Stock Exchange.
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Corporate Governance | 115
Status of Outside Directors of the Board and Outside Audit & Supervisory Board
Members
The Company selects both independent Directors and independent Audit and Supervisory Board members who are independent and
have various kinds of experience. The Company believes that each of them serves as each function appropriately and fulfill each role
sufficiently. None of the independent
Directors and independent Audit and Supervisory Board members have been enrolled in Recruit
Group.
For our approach to selecting independent Directors and independent Audit and Supervisory Board members, please refer to ”Policy for
Selecting Directors” and “Policy for Selecting Audit and Supervisory Board Members” in the “Corporate Governance Overview.”
Activities of Independent Directors and Independent Audit and Supervisory Board Members
during FY2024
For the attendance record of each person at the Board of Directors meetings, the Audit and Supervisory Board meetings, and
Committees during FY2024, please refer to ”Attendance for FY2024” in the “Corporate Governance Overview.”
Naoki Izumiya, Independent Director
Naoki Izumiya has made statements in the Board of Directors meeting from a practical perspective as an independent Director, based
on his deep insight cultivated through his experience as President and Representative Director as well as Chairman of the Board of
Asahi Group Holdings, Ltd., a global manufacturing company, and as an outside Director of listed companies.
As Chairman of the Nominating and Governance Committee he demonstrated strong leadership, in improving the transparency of the
selection process of Directors and Senior Vice Presidents, including the CEO. He also served as a member of the Compensation
Committee, and contributed to discussions surrounding the compensation and evaluation of Directors of the Board and Senior Vice
Presidents.
Hiroki Totoki, Independent Director
Hiroki Totoki has made statements in the Board of Directors meeting from a practical
perspective as an independent Director, based on
his deep insight cultivated through his experience as Director, President, COO and CFO, Representative Corporate Executive Officer, of
Sony Group Corporation, a global company with diversified business portfolios, and as Director of its group companies.
As Chairman of the Compensation Committee, he demonstrated strong leadership in discussions on the compensation and evaluation
of Directors and Senior Vice Presidents. He also served as a member of the Nomination and Governance Committee and contributed to
discussions and to improving transparency in the process of appointing Directors of the Board and Senior Vice Presidents, including the
CEO.
Keiko Honda, Independent Director
Keiko Honda has made statements in the Board of Directors meeting from a practical perspective as an independent Director, based on
her deep insight cultivated through her experience in key roles in both financial institutions and consulting firms.
She also contributed to discussions improving transparency in the process of appointing Directors and Senior Vice Presidents, including
the CEO, as a member of the Nomination and Governance Committee, contributed to discussions surrounding the compensation and
evaluation of Directors of the Board and Senior Vice Presidents as a member of the Compensation Committee, and contributed to
discussions on the evolution of our sustainability strategy as a member of the Sustainability Committee.
Katrina Lake, Independent Director
Katrina Lake has made statements in
the Board of Directors meeting from a practical perspective as an independent Director, based on
her deep insight cultivated through her experience as CEO and Chairperson of Stitch Fix, Inc., a publicly traded on the U.S. stock
exchange, which operates a technology-based platform business.
She also contributed to discussions as a member of the Compensation Committee on the compensation and evaluation of Directors and
Senior Vice Presidents.
Yoichiro Ogawa, Independent Audit and Supervisory Board Member
Yoichiro Ogawa made statements in the Board of Directors meeting from a neutral and objective perspective as an Independent Audit
and Supervisory Board member, based on international accounting knowledge gained as a certified public accountant and extensive
international experience gained through management experience at a global accounting firm.
For the activities in the Audit and Supervisory Board meetings, please refer to “Status of Audits.”
He also contributed to discussions as a member of the Nomination and Governance Committee and to improving transparency in the
process of appointing Directors and Senior Vice Presidents, including the CEO.
Katsuya Natori, Independent Audit and Supervisory Board Member
Katsuya Natori made statements in the Board of Directors meeting from a neutral and objective perspective as an Independent Audit
and Supervisory Board member, based on a high level of insight in corporate and international legal affairs cultivated through
experience as a lawyer and as head of the legal department of a global IT company.
For the activities in the Audit and Supervisory Board meetings, please refer to “Status of Audits.”
He also contributed to discussions as a member of the
Compensation Committee on the compensation and evaluation of Directors and
Senior Vice Presidents.
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Corporate Governance | 116
Independence Criteria of Independent Directors and Independent Audit and Supervisory
Board Members
The Company selects Independent Directors and Independent Audit and Supervisory Board members in accordance with the
independence standards established by the Tokyo Stock Exchange. In addition, the Company has a policy to select candidates who
meet all of the following criteria:
• In case the candidate, or an entity for which the candidate serves as an executive member, is a
shareholder of the Company, the
voting rights held by the candidate or the entity should not exceed 10%.
• Transactions between the Company and the entity, where the candidate is an executive member, should not exceed 1% of the
Company's consolidated revenue during the most recent fiscal year.
• Transactions between the Company and the entity, where the candidate is an executive member, should not exceed 1% of the
consolidated revenue of the entity to which the candidate belongs during the most recent fiscal year.
Cooperation between Independent Directors and Independent Audit and Supervisory Board
Members with respect to Internal Audits, Audits Conducted by the Audit and Supervisory
Board and Audits Conducted by the Independent Auditor
• Independent Directors receive reports from the Internal Audit Department, the Audit and Supervisory Board members, the
Independent Auditor, and the internal control divisions at the Board of Directors meetings as appropriate to promote mutual
cooperation. In addition, by attending the Nomination and Governance Committee and the Compensation Committee, which are
advisory bodies to the Board of Directors, as chairpersons or members, they are able to improve the transparency and fairness of
management.
• Independent Audit and Supervisory Board members receive reports from other Audit and Supervisory Board members, the
Independent Auditor, and the Internal Audit Department at the Audit and Supervisory Board meetings on the methods and results
of their respective audits as appropriate, and individually exchange information
with them as appropriate to promote mutual
cooperation. In addition, they monitor and evaluate the operational status and the maintenance of internal controls from an
independent standpoint in their capacity as independent Audit and Supervisory Board members, and receive reports from the
internal control divisions as necessary during the audit process.
Support and Training for Directors and Audit and Supervisory Board Members
Training Policy for Directors and Audit and Supervisory Board Members
At the time of their appointment, new Directors and Audit and Supervisory Board members are provided with an overview of the
Company, basic information on matters such as management strategies, financial strategies, risk management policies and high-priority
areas for audits. Thereafter, Directors and Audit and Supervisory Board members pursue opportunities to continuously update their
knowledge. For instance, outside experts are invited to workshops as necessary, including when changes are made to the Companies
Act of Japan or other regulations. In addition, visits to business sites are organized when needed to promote understanding of the
business.
Senior Vice Presidents in charge of strategies for principal businesses are asked to provide independent Directors and independent
Audit and Supervisory Board members with information to deepen their understanding of the businesses.
Opportunities are provided to
deepen understanding of the corporate culture, business, and employees through Recruit Group knowledge-sharing events. Directors
and Audit and Supervisory Board members also participate as necessary in outside seminars on accounting, finance and risk
management and in internal seminars led by invited outside experts.
Support for Independent Directors
The Administrators of the Board of Directors provide various forms of support to ensure independent Directors are able to appropriately
oversee the performance of Executive Directors. This support includes advance briefings on agenda items to be discussed at the Board
of Directors meetings and the provision of relevant supporting information.
Support for Independent Audit and Supervisory Board Members
Standing Audit and Supervisory Board members and assistants to Audit and Supervisory Board members provide necessary support to
independent Audit and Supervisory Board members to ensure the appropriate and prompt conduct of audits. Such support includes
sharing materials and agenda items discussed at important meetings that independent Audit and Supervisory Board members did not
attend. Subsidiaries with a standing Audit and Supervisory Board member provide reports to the Audit and Supervisory Board of the
Company. Furthermore, the Audit and Supervisory Board members themselves visit subsidiaries and interview management to check on
business conditions.
Collaboration between Independent Directors and Independent Audit and Supervisory Board Members
These support functions are supplemented by the following established procedures:
- One independent Director is assigned to coordinate with the independent Directors, and to communicate and coordinate with
Directors and Senior Vice Presidents and for collaboration with Audit and Supervisory Board members or the Audit and
Supervisory Board.
- As necessary, following Board of Directors meetings, separate meetings attended only by independent Directors and independent
Audit and Supervisory Board members may be held, in order to more effectively gather information without affecting the
independence of each other.
- The Board of Directors approves internal audit plans for the fiscal year prepared by the Internal Audit Department, and internal
audit reports are issued biannually to ensure coordination among independent Directors, independent Audit and Supervisory
members and the Internal Audit Department.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 117
Senior Vice Presidents
The Company has introduced an Executive Officers System. There are ten Senior Vice Presidents including Executive Officers who
have Director responsibility, and their positions and responsibilities as of April 1, 2025 are as follows:
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 118
     
 
 
Hisayuki Idekoba
President and
Chief Executive Officer
Junichi Arai
Executive Vice President
and Chief Financial Officer
Ayano Senaha
Executive Vice President
and Chief Operating Officer
Corporate Planning Division
Head of HR Technology Business
RGF OHR USA, Inc. CEO
Financial Management Division
Corporate Communications Division
Human Resources / General Affairs
Division
Risk Management Division
Corporate Planning Division,
Group Governance
    
Keiichi Ushida
Executive Vice President
Rob Zandbergen
Executive Vice President
Kanta Arai
Senior Vice President
Head of Marketing Matching Technologies
Business
Recruit Co., Ltd.
President and Representative Director
Head of Staffing Business
RGF Staffing B.V. CEO
Human Resources /
General Affairs Division,
Workplace
    
    
   
Akihiko Mori
Senior Vice President
Tsukasa Yoshizawa
Senior Vice President
Lowell Brickman
Senior Vice President
Financial Management Division,
Treasury, Accounting, Tax
Corporate Communications Division,
Public Relations
Risk Management Division, Japan
Risk Management Division, International
    
Masumi Minegishi
Chairperson
Status of Audits
Mutual Cooperation among Internal Audits, Audits by the Audit and Supervisory
Board Members and Audits by the Independent Auditor
The Company has adopted a three-way audit through which audits are conducted by the Audit and Supervisory Board members, an
audit and assurance firm which serves as an Independent Auditor, and the Company’s Internal Audit Department. Audits by Audit and
Supervisory Board members and
the Independent Auditor are statutory. Internal audits are voluntary, focusing on internal independent
evaluations of the internal control structure and prevention of internal misconduct, and carried out under the direction of management.
The Internal Audit Department, Audit and Supervisory Board members, and the Independent Auditor mutually cooperate. Audit and
Supervisory Board members request the Independent Auditor and the Internal Audit Department to report on their methods and results
as required at the meetings of the Audit and Supervisory Board. In addition, the standing Audit and Supervisory Board members
exchange information individually with the Independent Auditor and the Internal Audit Department on a regular basis. The Internal Audit
Department reports and shares information when requested by an Audit and Supervisory Board member or the Audit and Supervisory
Board, and shares information separately with the Independent Auditor. Furthermore, the Internal Audit Department, Audit and
Supervisory Board members, and the Independent Auditor convene to exchange perspectives in joint meetings.
Status of Internal Audits, Audits by the Audit and Supervisory Board Members, and Audits by the Independent Auditor; and the
Relationship with the Internal Control Division are as follows:
Internal Audits
Internal audits are conducted by the Internal Audit Department, which consists of sixteen members that includes some members with
professional qualifications, such as Certified Internal
Auditor, Certified Information System Auditor, and United States Certified Public
Accountant as of April 1, 2025 and reports directly to the Representative Director, President and CEO. The main duty of the Internal
Audit Department is to conduct audits of operations and internal controls related to financial reporting, based on its annual audit plan.
The audit results are reported to the Representative Director, President and CEO as well as the Audit and Supervisory Board and the
Board of Directors.
The Internal Audit Department evaluates the operational status and the maintenance of internal controls. When a deficiency is found,
the Internal Audit Department notifies the audited divisions and the departments responsible for internal controls to improve the
situation. The Internal Audit Department also follows up on the status of improvements to ensure that the business of the Company is
conducted appropriately.
Title
Detail
Organization
・Directly supervised by Representative Director, President and CEO
・Sixteen members as of April 1, 2025
・Conducts the audits by cooperating with the internal audit divisions under SBUs
Audit Scope
・J-SOX audits
・Cybersecurity audits and data privacy audits, which are identified as the group top risks
・Operational audits on entities selected through the risk assessment
・Monitoring activities for projects with high risks
Reporting to
・Representative Director, President and CEO, and Representative Director and
Chairman of the Board of Directors (as-needed basis)
・Audit and Supervisory Board (as-needed basis)
・Board of Directors twice a year
Audits by the Audit and Supervisory Board Members
The Audit and Supervisory Board comprises four members, including two independent members, and meets once a month in principle.
The Audit and Supervisory Board determines the auditing policy and the division of duties, and audits the performance of the Directors
in accordance with the annual audit plan. The audits focus on the internal controls, compliance and
risk management system of the
Company.
The Audit and Supervisory Board works to improve effectiveness and efficiency of the audit process. This means ensuring that there is
adequate time to conduct audits, engaging in active monitoring, and providing guidance for prevention and handling of cases of
misconduct, deficiencies, and other negative issues. This is achieved by communicating and coordinating with the Audit and
Supervisory Board members and other officers of subsidiaries and by receiving periodic reports on the audit results of the subsidiaries
and associates. The Independent Auditor also provides periodic audit reports.
In order to evaluate Directors’ performance of their duties, the Audit and Supervisory Board oversees maintenance and operation of
internal controls, and receives reports from the departments responsible for internal controls and the Internal Audit Department.
Additionally, the Company has designated Assistants to assist all Audit and Supervisory Board members including independent
members in the performance of their duties.
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Corporate Governance | 119
Attendance and Activities at the Audit and Supervisory Board Meetings
During FY2024, the Audit & Supervisory Board meetings were held 16 times.
The attendance record of each Audit and Supervisory Board member at the Audit and Supervisory
Board meetings and the activities
Title
Name
Attendance record and activities
Standing Audit and
Supervisory Board
member
Yukiko Nagashima
Yukiko Nagashima attended all 16 meetings of the Audit & Supervisory
Board held during FY2024.
She expressed her opinion with her considerable knowledge and insight on
the Company's business management, based on her career as a Senior
Vice President of the Company, and President and Representative Director
of Recruit Staffing Co., Ltd. As a standing Audit and Supervisory Board
member, she has interviewed and exchanged opinions with the
Representative Director, internal and independent Directors, Senior Vice
Presidents and the Independent Auditor.
Standing Audit and
Supervisory Board
member
Takashi Nishimura
Takashi Nishimura attended all 16 meetings of the Audit and Supervisory
Board held during FY2024.
He expressed his opinion with his considerable knowledge and insight on
business management across the human resources matching domain that
drives the growth of the Company, based on his career of managing both
domestic and international business of the Company. As a standing Audit
and Supervisory Board member, he has interviewed and exchanged
opinions with the Representative Director, internal and independent
Directors, Senior Vice Presidents and the Independent Auditor.
Independent Audit and
Supervisory Board
member
Yoichiro Ogawa
Yoichiro Ogawa attended all 16 meetings of the Audit and Supervisory Board
held during FY2024.
He has served as a Representative of the Asia-Pacific Region at Deloitte
Touche Tohmatsu Limited, and CEO of Deloitte Tohmatsu Group. Based on
his career and his deep insight of accounting knowledge cultivated as a
certified public accountant as well as a wealth of international experience he
amassed as CEO of the Deloitte Tohmatsu Group, he made statements from
a neutral and objective perspective as an independent Audit and
Supervisory Board member.
Independent Audit and
Supervisory Board
member
Katsuya Natori
Katsuya Natori attended all 16 meetings of the Audit and Supervisory Board
held during FY2024.
Based on his career and a wealth of international experience he has
amassed as a Director at global companies, he made statements from a
neutral and objective perspective as an independent Audit and Supervisory
Board member. He has served as General Counsel at Apple Japan, Inc.,
General Counsel at Oracle Information Systems (Japan) G.K., General
Counsel and Executive Officer at Fast Retailing Co., Ltd., Vice President of
Global Process Services at IBM Japan, Ltd.
Concrete agenda of the Audit & Supervisory Board during FY2024
During FY2024, the Audit and Supervisory Board discussed and exchanged opinions on basic audit matters stipulated in laws and
regulations and the Articles of Incorporation. In addition to the basic audit matters, the Audit and Supervisory Board discussed and
exchanged the opinion on important matters for auditing based on reports by standing Audit and Supervisory Board members and
related departments.
Priority Audit Matters
In addition to the basic audit matters, the Audit and Supervisory Board examined the following three priority audit matters set for FY2024
with the perspective of the Company achieving sustainable growth and increasing enterprise value over the medium to long term.
- Transparency of corporate governance at management level
- Appropriateness of governance at each SBU
- Internal control and progress to the countermeasures for top risks recognized by Recruit Group without overconfidence and
prejudgement
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Corporate Governance | 120
Basic Audit Matters
The Audit and Supervisory Board examined issues below including related risks as basic audit matters following the annual audit plan:
- Audit related to the execution of duty by each Director
- Audit related to the monitoring of business execution and Internal Controls
- Audit related to the audit by Independent Auditor
The Audit and Supervisory Board conducted major activities as follows based on basic audit matters above.
Audit related to the execution of duty by each Director
Attending the meetings of the Board of Directors and other committees, confirming the status of execution, requesting explanations as
necessary, and expressing opinions.
Communicating and exchanging information with Representative Director and Internal Directors, gathering information and exchanging
opinions on the audit items.
Conducting meetings with independent Directors and independent Audit and Supervisory Board members, exchanging information and
opinions on the audit items with them.
Reporting on the audit status of priority audit matters to the Board of Directors every six months.
Audit related to the monitoring of business execution and Internal Controls
Attending the Business Strategy Meetings and other important meetings to confirm the status of business execution, requesting
explanations as necessary, and expressing opinions.
Communicating and exchanging information with the Senior Vice Presidents and the heads of divisions, and collecting information and
exchanging opinions on auditing matters.
Receiving periodic audit reports from Audit and Supervisory Board members and non-Executive Directors of the Company’s
subsidiaries, collecting information and exchanging opinions on audit matters.
Receiving periodic reports from the departments responsible for internal controls and internal audits, on the status of maintenance and
operation of the internal controls, requesting explanations as necessary, and expressing opinions.
Visiting important subsidiaries, interviewing their CEOs and management teams, attending the management meetings and having
discussion with the responsible external auditors to confirm the status of business execution and internal controls
Audit related to the audit by Independent Auditor
Confirming the annual audit plan of the Independent Auditor in advance and deliberating the possibility of consent to the fees for the
Independent Auditor and other matters. This is based on the policy of unifying the accounting audits of the Company including
overseas consolidated subsidiaries with the same accounting firm network and conducting audits including non-statutory voluntary
audits.
Interviewing and deliberating the audit opinions and recommendations of the Independent Auditor regarding the quarterly and annual
financial statements.
Receiving information on, and exchanging opinions of, important accounting audits performed by the Independent Auditor on the
Company including consolidated overseas subsidiaries.
Confirming with the Independent Auditor the potential candidate items for Key Audit Matters (“KAM”) and the perception of risk related
to each KAM with taking business performance as well as incidents occurred during this fiscal year into the consideration, and
exchanging opinions from the perspectives of material events, uncertainty, and audit difficulty.
As part of the annual evaluation of the Independent Auditor, together with the accounting division, investigating and understanding the
actual status of the audit work of the Independent Auditor based on the evaluation criteria of quality control system, independence,
expertise, understanding of business fields and global expansion, and requesting necessary improvements. Discussing the policy for
the selection and dismissal of the Independent Auditor, taking into consideration the period of continuous audit of the audit firm and its
Designated Engagement Partners.
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Audits by the Independent Auditor
Name of the Independent Auditor
Ernst & Young ShinNihon LLC
Consecutive Auditing Period
Since 1984
Certified Public Accountants Who Performed the Audit
Hitoshi Matsuoka
Takeshi Saida
Takuto Miki
Taisuke Horie
Composition of Assistants Involved in the Audit Work
22 certified public accountants and 28 other assistants
Policy for the Selection of the Independent Auditor and Reasons for the Selection
The Company has selected Ernst & Young ShinNihon LLC as its Independent Auditor as a result of a comprehensive consideration of
relevant factors including its quality control system, independence, expertise, and the understanding of the business areas the Company
is engaged in on a global scale.
Evaluation of the Independent Auditor by the Audit & Supervisory Board
The Audit and Supervisory Board evaluates the Independent Auditor in accordance with the policy below.
• The
Audit and Supervisory Board of the Company shall dismiss the Independent Auditor upon the consent of all Audit and
Supervisory Board members, in the case that the Independent Auditor falls under any of the items prescribed in Article 340,
Paragraph 1 of the Companies Act of Japan.
• In cases other than the above, where the conduct of a proper audit is deemed difficult due to factors such as the occurrence of an
event damaging the eligibility and independence of the Independent Auditor, the Audit and Supervisory Board shall propose the
dismissal or non-reappointment of the Independent Auditor to the Shareholders Meeting.
The Audit and Supervisory Board assesses the appropriateness of the performance of the duties of the Independent Auditor through
discussions when receiving regular audit reports from the Independent Auditor. At the same time, the independence and expertise of the
Independent Auditor are confirmed by receiving reports on the securing of independence by the Independent Auditor and exchanging
opinions on those occasions. In addition, as an annual evaluation of the Independent Auditor, the Audit and Supervisory Board, together
with the accounting division of the Company, prepares evaluation standards,
investigates and gains an understanding of the status of
the audit work of the Independent Auditor, and conducts an evaluation.
Other
The Independent Auditor or engagement partners of the Independent Auditor engaged in the Company’s audit have no special interests
in the Company. In addition, the Independent Auditor receives an internal control report from the Representative Director, conducts
internal control audits, monitors and verifies the development of an internal control and its operational status, and receives reports from
the Internal Control Division as necessary in the audit process. At the same time, the Independent Auditor holds discussions with
management to understand the general situation such as the nature of the business and trends in the business environment, and to
understand management’s assessment of internal controls and fraud risk.
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Fees for Independent Auditor
Fees for Independent Auditor*
(In millions of yen)
Type
FY2023
FY2024
Audit fees
Non-audit fees
Audit fees
Non-audit fees
The Holding Company
525
9
633
80
Consolidated
subsidiaries
198
-
198
-
Total
723
9
831
80
Fees for Organizations that Belong to the Same Network (Ernst & Young) as the
Independent Auditor (excluding the above *)
(In millions of yen)
Type
FY2023
FY2024
Audit fees
Non-audit fees
Audit fees
Non-audit fees
The Holding Company
-
-
-
-
Consolidated
subsidiaries
681
45
800
186
Total
681
45
800
186
Non-audit services for the Company and its consolidated subsidiaries include various advisory services.
Fees based on Other Important Audit Certification Services
Not applicable.
Policy to Determine Compensation for the Independent Auditor
Audit fees for the Independent Auditor are determined through a comprehensive consideration based on factors including the contents
of audits up to the previous fiscal year and the contents of the auditing plan for the current fiscal year presented by the Independent
Auditor.
Reason why the Audit and Supervisory Board Agreed to the Fees for the Independent
Auditor
The Audit and Supervisory Board verified the auditing
time outlined in the auditing plan, change in the amount of audit fees, and past
auditing plans and their performance results. As a result of careful review of the adequacy of the estimated amount of the fees, the Audit
and Supervisory Board has approved the fees to be paid to the Independent Auditor, pursuant to the provisions of Article 399,
Paragraph 1 of the Companies Act of Japan.
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Compensation
Compensation Policies for FY2025
Basic Compensation Policies
The compensation for Directors, Audit and Supervisory Board members and Senior Vice Presidents is determined in accordance with
the following policies:
• Set compensation levels that will be attractive to outstanding management talent globally.
• Make compensation plans highly performance-based.
• Connect compensation to mid- to long-term enterprise value.
• Make the compensation decision process highly objective and transparent.
Compensation Levels
Compensation levels are set at a commensurate rate with peer companies, both in Japan and overseas, which are similar in both
business and scale.
To set the individual compensation levels for each executive of the Company, we use data from outside database services, etc.
regarding compensation levels for equivalent posts at benchmark companies.
We also take into consideration factors relating to each individual such as what the
Company expects from each individual to set the
most appropriate compensation levels.
This method for determining the compensation level is not only used for the executives of the Company, but is also used to determine
the appropriate compensation level for those who occupy important posts in each SBU.
Compensation Elements
The Company’s compensation for executives is composed of “Base Salary (Cash),” “Annual Incentive (Cash),” “BIP Trust Long-term
Incentive (Equity),” and “Stock Option Long-term Incentive (Equity).” The goals of each type of compensation and the method for payout
are explained below.
Base Salary (Cash)
This element is aimed at securing excellent management personnel and encouraging sound job performance. The amount is set
according to the individual role of each executive and is paid in monthly installments.
Annual Incentive (Cash)
This element is meant to motivate executives to achieve their annual goals. The actual payout amount, based on a set amount
according to each role, is linked to the growth rate of adjusted EBITDA, a key management performance indicator of the Company,
and each individual's performance evaluation, the calculation of which is outlined below.
The payment method is payment of the set amount each month in the
current fiscal year, and then payment of the additional amount
in the following fiscal year, or collection of the modified amount from the executive, in the case of a negative modified amount,
monthly, over the following fiscal year. The calculation for the payout of annual incentives is as expressed below.
Payout Amount
＝
Set Amount
＋
Positive or negative
modified amount based
on consolidated
adjusted EBITDA
1
growth
＋
Positive or negative
modified amount based
on individual
performance evaluation
Positive or negative
modified amount
based on
consolidated adjusted
EBITDA
1 growth
＝
Set Amount
×
The growth rate of
consolidated adjusted
EBITDA
1 in the current
fiscal year divided by
the average of the
previous 3 years.
×
Coefficient of
Approximately 1.3
Positive or negative
modified amount based
on individual
performance evaluation
＝
Set Amount
×
Coefficient determined
by individual
performance evaluation
(-1 to 1)
1 The definition of adjusted EBITDA used to calculate the annual incentive payout amount for the evaluation period for FY2025 is
as follows:
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Corporate Governance | 124
- Adjusted EBITDA = Operating income + depreciation and amortization (excluding depreciation of right-of-use assets) +
share-based payment expenses ± other operating income/expenses
Furthermore, if the forecasted adjusted EBITDA is lower than the average of the previous 3 years, the Company may choose to
determine the amount paid in the current fiscal year by deducting the anticipated negative modified amount from the set amount.
Regarding the individual performance evaluations, before the beginning of each fiscal year, the Compensation Committee sets the
expected
responsibilities of each role, and then the Compensation Committee reviews and evaluates performance at the end of the
fiscal year.
Long-term Incentive: BIP Trust (Equity)
This element is intended to motivate executives to improve the Company's enterprise value over the mid- to long-term. By giving
executives the right to receive shares in the future, we encourage them to contribute to sustainably increasing enterprise value. The
amount of shares of the Company equivalent to the set amount, according to the role of each
individual executive, will be acquired
and stored in a trust account to be delivered, in principle, upon retirement.
Long-term Incentive: Stock Options (Equity)
This element is intended to motivate executives to increase the Company's enterprise value over the mid- to long-term. By giving
executives the right to earn value from their awards only when the stock price rises, we encourage them to contribute to enhance
both shareholder value and enterprise value.
By allocating the amount of stock options equivalent to the set amount according to
the roles of each individual executive, and
allowing them to exercise the stock options after a certain period set by the Board of Directors, the recipient, by exercising the
shares, may acquire the shares at the value of the allotment date closing stock price.
The stock options may be exercised within the period that commences one year from the start date of the fiscal year in which the
allotment date of the stock acquisition rights occurs and ends within 10 years from the allotment date. In principle, all stock options
will be exercisable after three years or more have passed from the start date of the fiscal year in which the allotment date occurs.
The Presidents/CEOs of each SBU headquarters serve as Senior Vice Presidents of the Company. By applying the above compensation
design and setting mid- to long-term incentives (equity) as a large proportion of their total compensation, the Company aims to motivate
them to improve business performance and increase enterprise value with a long-term perspective.
For the purpose of attracting and retaining outstanding management talent globally, and in cases where personnel
were recruited based
on standards of markets with significantly different hiring practices and laws and regulations from those of Japan, the Company may
adopt a compensation design or policy differing from the one described above.
However, only if the Compensation Committee, which is chaired by an independent Director and has a majority of independent
members, determines that this exception is necessary will a differing compensation design or policy be adopted.
In such a case, with regards to the BIP Trust, the vesting of shares may occur during the recipient's tenure in office, however, with
regards to the vesting timing, when the vesting of shares occurs in a single installment, the timing of vesting of shares will not occur until
at least two years or more have passed from the start date of the fiscal year in which the recipient is eligible to receive grants.
When the vesting of shares occurs in multiple installments, the period of the vesting of shares will not begin until at least one year or
more has passed from the start date of the fiscal year in which the recipient is eligible to receive grants, and in such a case, the average
length of the period required for the vesting to be completed shall be two years or more
1
.
1 For example, the following schemes may be used to meet this requirement:
- Of the shares to be granted, one-third will be vested after one year, one-third after two years, and one-third
after three years
(in this case the average length of the period is two years); and
- Of the shares to be granted, one-quarter will be vested after one year, one-quarter after two years, one-quarter after three
years, and one-quarter after four years (in this case the average length of the period is 2.5 years).
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Corporate Governance | 125
Ratio of Compensation Elements for FY2025
For FY2025, the following ratios of compensation elements are planned to be paid to Directors and Audit and Supervisory Board
members.
In the case of Directors, excluding independent Directors, the achievement percentage of set targets will be reflected in their
compensation relative to a set amount which is determined using benchmark data from outside database services,
etc. Their incentive
ratio, especially for long-term incentives, increases in line with an increasing role and responsibility.
Compensation for independent Directors and Audit and Supervisory Board members consists of base salary only, not tied to
performance, considering the importance of their role of oversight from an independent and objective standpoint.
The below compensation elements ratios are planned for FY2025:
Base Salary
(Cash)
Annual Incentive
(Cash)
Long-term Incentive
(Equity)
BIP Trust
Stock Options
Directors excluding independent Directors
2
15%
14%
52%
19%
Independent Directors
100%
-
-
-
Audit and Supervisory Board members
100%
-
-
-
1
The ratio of compensation elements above is based on a model with a target achievement rate of 100%.
2
The percentage to be paid to Directors excluding independent Directors is shown as the average for the four applicable Directors.
3 In FY2024, the ratio of compensation elements for Directors excluding independent Directors, was Base Salary (Cash) 14%, Annual
Incentive (Cash) 14%, BIP Trust (Equity) 52%, and Stock Options (Equity) 19%. The ratio for independent Directors and Audit and
Supervisory Board members was 100% Base Salary (Cash).
Governance
The Company has established a Compensation Committee as an
advisory body to the Board of Directors. The Compensation
Committee is chaired by an independent Director and has a majority of independent members. This committee is established for the
purpose of enhancing objectivity and transparency of compensation for Directors and Senior Vice Presidents.
The compensation amount for each Director is determined by the Board of Directors, taking into account reports by the Compensation
Committee. The compensation for each Audit and Supervisory Board member is determined by the Audit and Supervisory Board based
on consultation among its members.
The Company appoints external compensation consultants to provide objective viewpoints and expertise in compensation practices.
With their support, the Company reviews its compensation levels and compensation elements in light of external data, the economic
environment, industry trends, the state of business management, and other factors.
In addition, the Company has clawback clauses that limit, or claim the return of part or all of, long-term incentive compensation if there is
any malfeasance, misconduct, or any other serious violation of duties or internal rules during the term of office of a Director and Senior
Vice Presidents.
The amount of individual compensation for Directors and Audit and Supervisory Board members are determined within compensation
ranges approved at the Annual Meeting of Shareholders. Dates and details of resolutions are as follows.
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Corporate Governance | 126
Compensation for Directors
Types of compensation
Resolution date
Applicable recipients
Total amount and shares
Number of applicable
recipients at the time of the
resolution
Base Salary
June 26, 2023
Directors
Total annual amount not to exceed
1.6 billion yen (of which annual
total for independent Directors not
to exceed 300 million yen)
8 Directors, including
4 independent Directors
Annual Incentive
Long-term
Incentive
BIP Trust
June 17, 2021
Directors,
excluding
independent
Directors
Total annual amount not to exceed
2.0 billion yen
Not to exceed 700,000 shares
annually
4 Directors, excluding
independent Directors
Stock
Options
June 17, 2021
Directors,
excluding
independent
Directors
Total annual amount not to exceed
1.4 billion yen
Annual number of stock options
not to exceed 18,000 1
4 Directors, excluding
independent Directors
1 The target number of shares per one stock option is 100 shares.
Compensation for Audit and Supervisory Board Members
Types of compensation
Resolution date
Applicable recipients
Total amount and shares
Number of applicable
recipients at the time of the
resolution
Base salary
June 20, 2024
Audit and
Supervisory Board
members
Total annual amount not to exceed
200 million yen
4 Audit and Supervisory
Board members
Compensation Setting Process
Individual compensation amounts for each Director are determined by the Board of Directors taking into account the reports by the
Compensation Committee. The compensation amount for each Audit and Supervisory Board member is determined by the Audit and
Supervisory Board based on consultation among its members. The amount of individual compensation for Directors and Audit and
Supervisory Board members are determined within compensation ranges approved at the Annual Meeting of Shareholders.
The Board of Directors also decides the policy for deciding the compensation of Directors and Senior Vice Presidents, and the details of
the compensation structure based on discussions surrounding the calculation logic and exact calculated compensation range, in the
Compensation Committee.
Individual compensation amounts for Directors other than the Representative Directors, are approved by the President, CEO who also
serves as a Representative Director (Hisayuki Idekoba for FY2024) to ensure efficient Board management. The authority to approve this
decision is delegated to the Representative Director, President and CEO following a resolution by the Board of Directors on the
condition that the decision is made with respect to the results of the deliberation by the Compensation Committee.
Results for Compensation
Total Compensation Amount in FY2024
(In millions of yen, unless otherwise stated)
Executive level
Total compensation
Amount of compensation by type
Allowance for
retirement
benefits, etc.
Number of
applicable
recipients
Cash compensation
Equity compensation
Base salary
Annual
incentive
Long-term incentive
BIP Trust
Stock
options
Directors, excluding
independent Directors
2,069
143
291
1,039
594
-
4
Independent Directors
136
136
-
-
-
-
4
Audit and Supervisory
Board members,
excluding independent
members
86
86
-
-
-
-
2
Independent Audit and
Supervisory Board
members
38
38
-
-
-
-
2
1
The amounts shown above are calculated based on IFRS.
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Corporate Governance | 127
Detailed Individual Compensation Amounts in FY2024
(In millions of yen)
Name
Company
Total
compensation
Amount of compensation by type
Allowance for
retirement
benefits, etc.
Cash compensation
Equity compensation
Base salary
Annual
incentive
Long-term incentive
BIP trust
Stock option
Directors, excluding independent Directors
Masumi Minegishi
Recruit Holdings Co.,
Ltd.
333
61
117
101
53
-
Hisayuki Idekoba
Recruit Holdings
Co., Ltd.
825
26
54
486
258
-
RGF OHR USA,
Inc.
172
55
117
0
0
-
Indeed, Inc.
70
22
47
0
0
-
Total
1,069
104
219
486
258
-
Ayano Senaha
Recruit Holdings
Co., Ltd.
377
56
119
132
68
-
RGF OHR USA,
Inc.
77
24
52
0
0
-
Indeed, Inc.
28
9
19
0
0
-
Total
482
89
191
132
68
-
Rony Kahan
Recruit Holdings
Co., Ltd.
533
0
0
318
214
-
RGF OHR USA,
Inc.
53
53
0
0
0
-
Indeed, Inc.
7
7
0
0
0
-
Total
594
61
0
318
214
-
Independent Directors
Naoki Izumiya
Recruit Holdings Co.,
Ltd.
34
34
-
-
-
-
Hiroki Totoki
Recruit Holdings Co.,
Ltd.
34
34
-
-
-
-
Keiko Honda
Recruit Holdings Co.,
Ltd.
34
34
-
-
-
-
Katrina Lake
Recruit Holdings Co.,
Ltd.
34
34
-
-
-
-
Audit and Supervisory Board members, excluding independent members
Yukiko Nagashima
Recruit Holdings Co.,
Ltd.
43
43
-
-
-
-
Takashi Nishimura
Recruit Holdings Co.,
Ltd.
43
43
-
-
-
-
Independent Audit and Supervisory Board members
Yoichiro Ogawa
Recruit Holdings Co.,
Ltd.
19
19
-
-
-
-
Katsuya Natori
Recruit Holdings Co.,
Ltd.
19
19
-
-
-
-
1 The amounts shown above are calculated based on IFRS.
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Corporate Governance | 128
Employees with Director Level Secondments
There are currently no employees with Director level secondments.
Targets for Compensation Paid in FY2024
The target and result of the performance indicator related to annual cash incentives paid in FY2024 are as follows:
(In billions of yen, unless otherwise stated)
Performance indicators
Target
Actual
Annual Incentive
1
Adjusted EBITDA for FY2023
434.5
2
598.3
1
In addition to the above, individual performance evaluations are reflected in annual incentives.
2 For the annual incentives, since this award is linked to the adjusted EBITDA growth compared to the average adjusted EBITDA of the
previous 3 years, this target value represents the average adjusted EBITDA from FY2020 to FY2022.
3 Definition of adjusted EBITDA is shown at the beginning of this document.
Target for Compensation to Be Paid in FY2025
The target and result of the performance indicator related to annual cash incentives scheduled to be paid in FY2025 is as follows:
(In billions of yen, unless otherwise stated)
Performance indicators
Target
Actual
Annual Incentive
1
Adjusted EBITDA for FY2024
551.7
2
678.8
1
In addition to the above, individual performance evaluations are reflected in annual incentives.
2
For the annual incentives, since this award is linked to the adjusted EBITDA growth compared to the average adjusted EBITDA of the
previous 3 years, this target value represents the average adjusted EBITDA from FY2021 to FY2023.
3 Definition of adjusted EBITDA is shown at the beginning of this document.
Actions of the Board of Directors and Committees in FY2024
The Compensation Committee met two times in FY2024, and all members of the Committee were in attendance. Please refer to the
“Corporate Governance Overview” section
in this document for further details on the matters deliberated. Of the Board of Directors
meetings held in the current fiscal year, discussions were held two times on matters related to executive compensation.
When deciding the details of compensation for Directors, the Compensation Committee conducts a multifaceted examination of the
proposal and reports to the Board of Directors. As the report is done in a manner that is consistent with our decision-making policy, the
Board of Directors will adopt the proposal in keeping with the results of the report. The Company judges this process to be in keeping
with our decision-making policy.
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Stocks Held by the Company
Classification of Stocks Held by the Company
The Company classifies stocks for investment into those solely for investment purposes and those for other purposes.
Stocks Held solely for Investment Purposes
Stocks held solely for investment purposes refers to stocks held for the purpose of generating capital gains through changes in stock
prices or income through dividends related to the shares.
The Company doesn't hold stocks solely for investment purposes.
Stocks Held for Other Purposes
Stocks held for other purposes are classified as strategic shareholdings and deemed shareholdings.
• Strategic shareholdings refer to investment shares held for maintaining or strengthening business relationships important to
business strategies such as business partnerships. The Holding Company and Recruit Co., Ltd. hold strategic shareholdings.
• The Company doesn't hold deemed shareholdings.
Policy of Strategic Shareholdings
In principle, the Company’s policy is to reduce
strategic shareholdings. The decision on whether or not to hold each company’s stock is
made based on a comprehensive assessment of the economic value of its stock, cost of capital, strategic importance, environment,
social and governance aspects, and other factors. The Board of Directors scrutinizes these shareholdings once a year and deliberates
the reduction of these holdings if they do not meet the above criteria.
Status of Strategic Shareholdings in the Company
The total amount of strategic shareholdings held by the Holding Company and Recruit Co., Ltd. was 66.0 billion yen, which is 4.1% of
total equity as of March 31, 2025. In FY2024, the Company sold 9 stocks of strategic shareholdings for a total of 25.5 billion yen.
Exercising voting rights of strategic shareholdings is to be carried out appropriately upon verifying the agenda item and judging whether
or not such proposed item contributes to improvement of shareholder value. If the agenda item significantly damages expected
shareholder value, the Company will not judge it positively. If the Company casts a dissenting vote to an agenda item, it will be reported
to the Board of Directors and the Company will encourage the investee to improve such item through a constructive communication.
If a company that holds shares of the Company as strategic shareholdings indicates the intention to sell the shares, the Company will do
nothing to hinder the sale, such as indicating resulting reductions in business transactions between the companies.
Furthermore, the Company does not conduct business
transactions that may harm the shared interests of the Company and its
shareholders, such as continuing business transactions with companies that are strategic shareholders without adequately verifying the
economic rationality of the transactions.
Stocks Held for Purposes Other than Pure Investment by the Holdings Company
The Holding Company holds the largest amount of stocks held by the Company on the Balance Sheet of the Company.
Number of Strategic Shareholding Issuers and their Amount on the Balance Sheet as of
March 31, 2025
1
(In millions of yen, unless otherwise stated)
The Holding Company
Unlisted
Listed
Number of issuers
3
7
Amount on the balance sheet
553
48,661
Number of issuers with increased shareholdings
-
-
Total purchase amount resulting in an increase in number
of shares
-
-
Reason for an increase in number of shares
-
-
Number of issuers with decreased shareholdings
-
8
Total proceeds from sales resulting in a decrease in
number of shares held
-
24,981
1
These do not include changes due to initial public offering of shares, consolidation of shares, split of shares, share transfer, share
exchange, merger, etc.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 130
Listed Issuers with Strategic Shares Held by the Holdings Company
Name of Issuer
March 31, 2024
March 31, 2025
Purpose and quantitative effect of holding
1
, and
reason for increase in number of shares
Ownership
of Recruit
Holdings’
shares
Number of shares
Number of shares
Amount on
balance sheet
(In millions of yen)
Amount on
balance sheet
(In millions of yen)
Nippon
Television
Holdings, Inc.
6,454,600
6,454,600
Mainly to maintain and enhance business
relationships.
An essential partner in promotional activities for
television and television based media in various
services in Japan, such as television advertising.
No
2
14,971
19,712
TBS
HOLDINGS,
INC.
2,666,900
2,666,900
Mainly to maintain and enhance business
relationships.
An essential partner in promotional activities for
television and television based media in various
services in Japan, such as television advertising.
No
2
11,625
11,371
Dentsu Group
Inc.
4,929,900
2,465,000
Mainly to maintain and enhance business
relationships.
An essential partner in promotional activities
including television advertising for various services in
Japan, and development of brand strategy, event
management, and the sales of media products in the
Matching & Solutions business.
No
20,680
8,109
Yeahka Limited
30,051,196
30,051,196
To build, maintain and enhance business
relationships in SaaS business in the Matching &
Solutions business.
A leading technology platform company in China that
provides payment and merchant support services, an
essential partner for the Company.
No
7,078
4,614
TOPPAN
Holdings Inc.
1,552,300
776,200
Mainly to maintain and enhance the supply chain.
A key partner in producing print media products in
the Matching & Solutions business in Japan.
Yes
6,021
3,146
FUJI MEDIA
HOLDINGS,
INC.
1,081,000
540,500
Mainly to maintain and enhance business
relationships.
An essential partner in promotional activities for
television and television based media in various
services in Japan, such as television advertising.
All the stocks held as of March 31, 2025, were sold in
April 2025.
Yes
2,144
1,379
All About, Inc.
984,900
984,900
Mainly to develop business opportunities in the
Matching & Solutions business in Japan in the future
and to build and enhance business alliances and
relationships, although there are few business
transactions currently.
No
389
326
Dai Nippon
Printing Co.,
Ltd.
1,232,500
-
-
Yes
5,757
-
Monex Group,
Inc.
5,720,000
-
-
No
5,073
-
TV Asahi
Holdings
Corporation
1,050,000
-
-
Yes
2,253
-
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 131
Name of Issuer
March 31, 2024
March 31, 2025
Purpose and quantitative effect of holding
1
, and
reason for increase in number of shares
Ownership
of Recruit
Holdings’
shares
Number of shares
Number of shares
Amount on
balance sheet
(In millions of yen)
Amount on
balance sheet
(In millions of yen)
Oji Holdings
Corporation
83,000
-
-
No
3
52
-
Kyodo Printing
Co., Ltd.
11,000
-
-
Yes
38
-
1 The Company holds shares in other companies for strategic purposes, that is, maintaining and strengthening business relationships.
The decision on whether or not to hold each company’s stock is made based on a comprehensive assessment of the economic value
of its stock, cost of capital, strategic importance, environment, social and governance aspects, and other factors.
2 This issuer does not hold shares of Recruit Holdings, but its subsidiaries hold shares of Recruit Holdings.
3
This issuer does not hold shares of Recruit Holdings, but retirement benefit trusts of its subsidiaries hold shares of Recruit Holdings.
Stocks Held for Other Purposes than Pure Investment by Recruit Co., Ltd.
Recruit Co., Ltd. holds the second largest amount of investment stocks on the Balance Sheet in the Company.
Number of Strategic Shareholding Issuers and their Amount on the Balance Sheet as of
March 31, 2025
1
(In millions of yen, unless otherwise stated)
Recruit Co., Ltd.
Unlisted
Listed
Number of issuers
4
3
Amount on the balance sheet
1,495
15,347
Number of increased issuers
1
-
Total purchase amount for increase in number of shares
1
-
Reason for increase in number of shares
Transfer of shares from
subsidiaries and associates
-
Number of decreased issuers
-
1
Total proceeds from sale for decrease in number of
shares
-
612
1
These do not include changes due to initial public offering of shares, consolidation of shares, split of shares, share transfer, share
exchange, merger, etc.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 132
Listed Issuers with Strategic Shares Held by Recruit Co., Ltd.
Name of Issuer
March 31, 2024
March 31, 2025
Purpose and quantitative effect of holding
1
, and
reason for increase in number of shares
Ownership
of Recruit
Holdings’
share
Number of shares
Number of shares
Amount on
balance sheet
(In millions of yen)
Amount on
balance sheet
(In millions of yen)
freee K.K.
2,277,267
2,277,267
To maintain and enhance business relationships.
One of the leading SaaS business companies in
Japan that provides integrated cloud ERP (Enterprise
Resource Planning) for SMEs, which has
transactions with Recruit Co., Ltd. to integrate its
services with Air Business Tools, an essential partner
in the SaaS business.
No
8,061
8,050
Premium Group
Co., Ltd.
1,800,000
1,800,000
Mainly to maintain and enhance business alliances
and relationships.
A supplier of "Car Sensors After-sale Assurance," an
essential partner in the Marketing Solutions of the
Matching & Solutions business.
No
3,709
3,744
Oisix ra daichi
Inc.
2,648,000
2,648,000
Mainly to maintain and enhance business alliances
and relationships.
Recruit Co., Ltd. links Recruit ID with services of
Oisix ra daichi Inc., an essential partner in the
Matching & Solutions business in Japan.
No
3,450
3,553
Quick Co., Ltd.
304,126
-
-
Yes
725
-
1 The Company holds shares in other companies for strategic purposes, that is, maintaining and strengthening business relationships.
The decision on whether or not to hold each company’s stock is made based on a comprehensive assessment of the economic value
of its stock, cost of capital, strategic importance, environment, social and governance aspects, and other factors.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Corporate Governance | 133
Financial Information
Preparation of Consolidated Financial Statements and
Non-consolidated Financial Statements
- The consolidated financial statements of the Company have been prepared in accordance with IFRS, based on the provisions
set forth in Article 312 of the Ordinance on Terminology, Forms, and Preparation Methods of Consolidated Financial
Statements (Ordinance of the Ministry of Finance No. 28 of 1976, the “Ordinance on Consolidated Financial Statements”).
- The non-consolidated financial statements of the Company have been prepared based on the Ordinance on Terminology,
Forms, and Preparation Methods of Financial Statements, etc. (Ordinance of the Ministry of Finance No. 59 of 1963, the
“Ordinance on Financial Statements, etc.”). Recruit Holdings falls under a Special Company Submitting Financial Statements
and prepares the non-consolidated financial statements pursuant to Article 127 of the Ordinance on Financial Statements, etc.
Audit Certificate
Pursuant to the provisions set forth in Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, the Company’s
consolidated financial statements and non-consolidated financial statements for the year ended March 31, 2025 have been audited by
Ernst & Young ShinNihon LLC.
Special Efforts to Ensure Appropriateness of Consolidated Financial
Statements and Establishment of System for Preparing Consolidated
Financial Statements Appropriately Based on IFRS
The Company has taken special efforts to ensure the appropriateness of consolidated financial statements and has worked to establish
a system for appropriately preparing consolidated financial statements based on IFRS. The details are as follows:
- In order to properly understand the content of accounting standards and establish a system that can respond appropriately to
revisions to accounting standards, the Company has joined the Financial Accounting Standards Foundation and has
participated in seminars held by organizations with expertise.
- In order to prepare appropriate consolidated financial statements based on IFRS, the Company works to keep itself updated
about the latest IFRS by obtaining press releases and standards disclosed by the International Accounting Standards Board.
In addition, the Company develops internal rules and manuals to comply with IFRS and applies them in its accounting
treatment.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 134
Consolidated Financial Statements and Notes
Consolidated Statement of Financial Position
(In millions of yen)
Notes
As of March 31, 2024
As of March 31, 2025
Assets
Current assets
Cash and cash equivalents
6
1,136,858
808,625
Trade and other receivables
7, 27
549,814
565,069
Other financial assets
8, 27
5,608
18,697
Other assets
9
70,462
77,985
Total current assets
1,762,744
1,470,378
Non-current assets
Property and equipment
10
66,513
54,897
Right-of-use assets
12
170,366
154,572
Goodwill
11
510,638
508,133
Intangible assets
11
185,219
174,977
Investments in associates and joint ventures
26,841
17,476
Other financial assets
8, 27
210,271
163,102
Deferred tax assets
13
203,482
217,020
Other assets
9
8,567
11,693
Total non-current assets
1,381,902
1,301,874
Total assets
3,144,646
2,772,252
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 135
(In millions of yen)
Notes
As of March 31, 2024
As of March 31, 2025
Liabilities and equity
Liabilities
Current liabilities
Trade and other payables
14, 27
359,856
377,543
Borrowings
27
374
-
Lease liabilities
12, 27
44,248
44,453
Other financial liabilities
541
5,011
Income tax payables
37,679
53,235
Provisions
16
17,214
15,437
Other liabilities
15
298,965
306,503
Total current liabilities
758,879
802,185
Non-current liabilities
Borrowings
27
1,020
1,011
Lease liabilities
12, 27
175,488
163,476
Other financial liabilities
556
945
Provisions
16
15,059
15,289
Net liability for retirement benefits
17
64,943
63,408
Deferred tax liabilities
13
111,610
90,465
Other liabilities
15
8,186
8,108
Total non-current liabilities
376,866
342,706
Total liabilities
1,135,746
1,144,892
Equity
Equity attributable to owners of the parent
Common stock
18
40,000
40,000
Retained earnings
18
1,884,258
1,606,348
Treasury stock
18
(407,049)
(515,363)
Other components of equity
483,714
486,596
Total equity attributable to owners of the
parent
2,000,922
1,617,582
Non-controlling interests
7,977
9,777
Total equity
2,008,900
1,627,360
Total liabilities and equity
3,144,646
2,772,252
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 136
Consolidated Statement of Profit or Loss
(In millions of yen, unless otherwise stated)
Notes
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Revenue
20
3,416,492
3,557,478
Cost of sales
1,451,961
1,471,834
Gross profit
1,964,530
2,085,644
Selling, general and administrative expenses
21
1,521,355
1,558,654
Other operating income
7,388
3,387
Other operating expenses
22
48,036
39,834
Operating income
402,526
490,542
Share of profit (loss) of associates and joint
ventures
(1,356)
(8,810)
Finance income
23
55,930
56,037
Finance costs
30,859
10,625
Profit before tax
426,241
527,143
Income tax expense
13
71,645
118,983
Profit for the year
354,596
408,159
Profit attributable to:
Owners of the parent
353,654
408,504
Non-controlling interests
942
(344)
Profit for the year
354,596
408,159
Earnings per share attributable to owners of
the parent
Basic earnings per share (Yen)
25
225.99
271.44
Diluted earnings per share (Yen)
25
222.90
268.32
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 137
Consolidated Statement of Comprehensive Income
(In millions of yen)
Notes
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Profit for the year
354,596
408,159
Other comprehensive income
Items that will not be reclassified to profit or
loss:
Net change in equity instruments measured at
fair value through other comprehensive income
24, 28
5,396
(17,350)
Remeasurements of defined retirement benefit
plans
17, 24
(1,704)
2,063
Share of other comprehensive income of
associates and joint ventures
24
126
(2,310)
Subtotal
3,819
(17,598)
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on translation of foreign
operations
24
197,045
(7,418)
Effective portion of changes in fair value of
cash flow hedges
24
(63)
-
Net change in debt instruments measured at
fair value through other comprehensive income
24, 28
-
(9)
Subtotal
196,981
(7,427)
Other comprehensive income (loss) for the
year, net of tax
200,801
(25,025)
Comprehensive income for the year
555,397
383,134
Comprehensive income attributable to:
Owners of the parent
553,909
383,161
Non-controlling interests
1,488
(27)
Total comprehensive income
555,397
383,134
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 138
Consolidated Statement of Changes in Equity
Statement of Changes in Equity for the Year Ended March 31, 2024
(In millions of yen)
Notes
Equity attributable to owners of the parent
Common
stock
Share
premium
Retained
earnings
Treasury
stock
Other components of equity
Share-
based
payments
Exchange
differences on
translation of
foreign
operations
Effective
portion of
changes in fair
value of cash
flow hedges
Balance as of
April 1, 2023
40,000
33,754
1,711,350
(432,612)
75,595
198,859
63
Profit (loss) for the
year
353,654
Other
comprehensive
income
196,612
(63)
Comprehensive
income for the year
-
-
353,654
-
-
196,612
(63)
Transfer from
other
components
of equity to
retained earnings
3,705
Purchase of
treasury stock
18
(104)
(218,812)
Disposal of
treasury stock
18
23,720
48,543
(70,750)
Retirement of
treasury stock
18
(195,832)
195,832
Transfer from
retained earnings
to share premium
18
149,074
(149,074)
Dividends
19
(35,377)
Share-based
payments
26
83,397
Equity
transactions with
non-controlling
interests
(10,613)
Transactions with
owners - total
-
(33,754)
(180,746)
25,563
12,647
-
-
Balance as of
March 31, 2024
40,000
-
1,884,258
(407,049)
88,242
395,471
-
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 139
Notes
Equity attributable to owners of the parent
Non-
controlling
interests
Total equity
Other components of equity
Total
Net change in
debt
instruments
measured at
fair value
through other
comprehensive
income
Net change in
equity
instruments
measured at
fair value
through other
comprehensive
income
Remeasure-
ments of
defined
retirement
benefit plans
Total
Balance as of
April 1, 2023
-
-
-
274,517
1,627,010
13,939
1,640,949
Profit (loss) for
the year
-
353,654
942
354,596
Other
comprehensive
income
-
5,409
(1,704)
200,254
200,254
546
200,801
Comprehensive
income for the year
-
5,409
(1,704)
200,254
553,909
1,488
555,397
Transfer from
other
components
of equity to
retained
earnings
(5,409)
1,704
(3,705)
-
-
Purchase of
treasury stock
18
-
(218,917)
(218,917)
Disposal of
treasury stock
18
(70,750)
1,514
1,514
Retirement of
treasury stock
18
-
-
-
Transfer from
retained
earnings
to share
premium
18
-
-
-
Dividends
19
-
(35,377)
(35,377)
Share-based
payments
26
83,397
83,397
83,397
Equity
transactions
with
non-controlling
interests
-
(10,613)
(7,450)
(18,064)
Transactions with
owners - total
-
(5,409)
1,704
8,941
(179,997)
(7,450)
(187,447)
Balance as of
March 31, 2024
-
-
-
483,714
2,000,922
7,977
2,008,900
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 140
Statement of Changes in Equity for the Year Ended March 31, 2025
(In millions of yen)
Notes
Equity attributable to owners of the parent
Common
stock
Share
premium
Retained
earnings
Treasury
stock
Other components of equity
Share-
based
payments
Exchange
differences on
translation of
foreign
operations
Effective
portion of
changes in fair
value of cash
flow hedges
Balance as of
April 1, 2024
40,000
-
1,884,258
(407,049)
88,242
395,471
-
Profit (loss) for the
year
408,504
Other
comprehensive
income
(7,484)
-
Comprehensive
income for the year
-
-
408,504
-
-
(7,484)
-
Transfer from
other
components
of equity to
retained earnings
(17,849)
Purchase of
treasury stock
18
(563)
(823,674)
Disposal of
treasury stock
18
28,347
54,655
(82,228)
Retirement of
treasury stock
18
(660,705)
660,705
Transfer from
retained earnings
to share premium
18
632,921
(632,921)
Dividends
19
(35,642)
Share-based
payments
26
92,605
Equity
transactions with
non-controlling
interests
Transactions with
owners - total
-
-
(686,413)
(108,313)
10,376
-
-
Balance as of
March 31, 2025
40,000
-
1,606,348
(515,363)
98,619
387,986
-
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 141
Notes
Equity attributable to owners of the parent
Non-
controlling
interests
Total equity
Other components of equity
Total
Net change in
debt
instruments
measured at
fair value
through other
comprehensive
income
Net change in
equity
instruments
measured at
fair value
through other
comprehensive
income
Remeasure-
ments of
defined
retirement
benefit plans
Total
Balance as of
April 1, 2024
-
-
-
483,714
2,000,922
7,977
2,008,900
Profit (loss) for
the year
-
408,504
(344)
408,159
Other
comprehensive
income
(9)
(19,912)
2,063
(25,343)
(25,343)
317
(25,025)
Comprehensive
income for the year
(9)
(19,912)
2,063
(25,343)
383,161
(27)
383,134
Transfer from
other
components
of equity to
retained
earnings
19,912
(2,063)
17,849
-
-
Purchase of
treasury stock
18
-
(824,238)
(824,238)
Disposal of
treasury stock
18
(82,228)
774
774
Retirement of
treasury stock
18
-
-
-
Transfer from
retained
earnings
to share
premium
18
-
-
-
Dividends
19
-
(35,642)
(35,642)
Share-based
payments
26
92,605
92,605
92,605
Equity
transactions
with
non-controlling
interests
-
-
1,826
1,826
Transactions with
owners - total
-
19,912
(2,063)
28,225
(766,500)
1,826
(764,674)
Balance as of
March 31, 2025
(9)
-
-
486,596
1,617,582
9,777
1,627,360
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 142
Consolidated Statement of Cash Flows
(In millions of yen)
Notes
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Cash flows from operating activities
Profit before tax
426,241
527,143
Depreciation and amortization
117,481
109,237
Share-based payment expenses
26
79,368
80,429
Interest and dividend income
(41,410)
(33,044)
(Increase) decrease in trade and other
receivables
10,459
(15,784)
Increase (decrease) in trade and other
payables
(5,114)
18,963
Other
62,235
7,904
Subtotal
649,262
694,849
Interest and dividends received
41,489
34,676
Interest paid
(5,364)
(5,362)
Income taxes paid
(150,024)
(113,800)
Net cash provided by operating
activities
535,362
610,363
Cash flows from investing activities
Payment for purchase of property and
equipment
(11,137)
(7,951)
Payment for purchase of intangible assets
(58,792)
(57,306)
Payment for purchase of investments
(981)
(16,360)
Proceeds from sale and redemption of
investments
4,869
26,708
Other
(2,747)
(6,145)
Net cash used in investing activities
(68,789)
(61,054)
Cash flows from financing activities
Repayments of long-term borrowings
29
(12,912)
-
Redemption of bonds
29
(20,000)
-
Repayments of lease liabilities
29
(46,802)
(44,547)
Payment for purchase of treasury stock
18
(218,928)
(824,465)
Dividends paid
19
(35,374)
(35,644)
Payments for acquisition of interests in
subsidiaries from non-controlling interests
(18,694)
-
Proceeds from settlement of derivatives
16,528
22,096
Other
29
1,536
2,080
Net cash used in financing activities
(334,648)
(880,480)
Effect of exchange rate changes
on cash and cash equivalents
127,563
2,938
Net increase (decrease) in cash
and cash equivalents
259,488
(328,233)
Cash and cash equivalents at the
beginning of the year
6
877,370
1,136,858
Cash and cash equivalents at the
end of the year
6
1,136,858
808,625
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 143
Notes to Consolidated Financial Statements
1 Reporting Entity
Recruit Holdings Co., Ltd. (the “Holding Company” or “Recruit Holdings”) is a stock company incorporated under the Companies Act
of Japan and domiciled in Japan. The addresses of its registered headquarters and principal business locations are disclosed on its
website (https://recruit-holdings.com/). The details of businesses and principal activities of the Holding Company and its subsidiaries
(the “Company”) are described in “5 Operating Segments.”
The consolidated financial statements for the year ended March 31, 2025 were approved on June 20, 2025 by Hisayuki Idekoba,
Representative Director, President and CEO, Junichi Arai, Executive Vice President and CFO, and Akihiko Mori, Senior Vice
President in charge of Financial Management Division, Treasury, Accounting and Tax.
2 Basis of Preparation
Compliance with IFRS
The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board (“IFRS”). The Company applies the provisions of Article 312 of the Ordinance on
Consolidated Financial Statements as it meets the requirements of the “Specified Company applying Designated IFRS” prescribed
in Article 1-2, Paragraph 1 of the same ordinance.
Basis of Measurement
The consolidated financial statements are prepared on a historical cost basis except for certain assets and liabilities, including
financial instruments that are measured at fair value as described in “3 Material Accounting Policies.”
Functional Currency and Presentation Currency
The consolidated financial statements are presented in Japanese yen, which is the functional currency of the Holding Company, and
figures less than one million yen are rounded down to the nearest million yen.
Accounting Standards and Interpretations That Have Been Issued but Not Yet Applied
The main new accounting standards and related interpretations that have been newly issued or revised before the approval date of
the consolidated financial statements, but which the Company has not yet applied for the fiscal year ended March 31, 2025, are as
follows. The impact of adopting the new IFRSs on the Company is under consideration and cannot be estimated currently.
3 Material Accounting Policies
Unless otherwise indicated, the following accounting policies have been applied to all periods stated in the consolidated financial
statements.
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Company and the Company’s equity in its
associates. In cases where the accounting policies applied by a subsidiary or an associate are different from those applied by the
Company, adjustments are made to the subsidiary’s or the associate’s financial statements as necessary. Intragroup balances of
receivables and payables, intragroup transactions, and unrealized gains and losses arising from intragroup transactions are
eliminated in preparing the consolidated financial statements.
Subsidiaries
A subsidiary is an entity that is controlled by the Company. Control is achieved if the Company is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The
Company obtains control of a subsidiary on its acquisition date, and the subsidiary is included in the consolidation from such date
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 144
Accounting
standard
Name
Mandatory application date  
(to be applied to fiscal years
beginning on or after)
Company’s year of
application
Overview of new and
revised content
IFRS 18
Presentation
and Disclosure
in Financial
Statements
January 1, 2027
Fiscal year ending March
31, 2028
The new standard replaces
International Accounting
Standards 1 “Presentation of
Financial Statements,” which
is the current accounting
standard that sets out
requirements for the
presentation and disclosure
of information in financial
statements.
until the date on which the Company loses control. A subsidiary with a different closing date is consolidated based on its provisional
financial statements as of the consolidated closing date. Changes in the ownership interest of a subsidiary without a loss of control
are accounted for as equity transactions. Any difference between the adjustment of non-controlling interests and the fair value of the
consideration received is recognized directly in equity as the equity attributable to owners of the parent. Any gain or loss arising from
the loss of control is recognized in profit or loss. Comprehensive income of a subsidiary is allocated to the equity attributable to
owners of the parent and the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
Associates
An associate is an entity over which the Company has significant influence but does not have control or joint control. An associate is
accounted for using the equity method from the date on which the Company obtains significant influence until the date on which it
loses such influence.
Business Combinations
The Company accounts for each business combination by applying the acquisition method. The consideration transferred in a
business combination is measured as the sum of the acquisition-date fair values of the assets transferred, the liabilities incurred by
the acquirer to former owners of the acquiree and the equity interests issued by the acquirer, including any contingent consideration,
if applicable.
Identifiable assets acquired and liabilities assumed in a business combination are measured at fair value at the acquisition date.
Acquisition-related costs incurred in a business combination are expensed as incurred.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of the Company’s previously held equity interest in the acquiree, over the
fair value of the net identifiable assets acquired and liabilities assumed at the acquisition date.
If the initial accounting for a business combination is incomplete by the date of approval of this consolidated financial statements,
the Company reports provisional amounts for the items for which the accounting is incomplete. The Company retrospectively adjusts
the provisional amounts recognized at the acquisition date as an adjustment during the measurement period when new information
about facts and circumstances that existed as of the acquisition date and, if known, would have affected the recognized amounts for
the business combination. The measurement period shall not exceed one year from the acquisition date.
Effects of Changes in Foreign Exchange Rates
The Company's consolidated financial statements are prepared on the basis of the financial statements of each entity based on their
respective functional currencies.
Transactions in foreign currencies are translated into each functional currency of the Company at the spot exchange rate on the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency
at the exchange rates prevailing at the closing date. Non-monetary assets and liabilities measured at historical cost that are
denominated in foreign currencies are translated into the functional currency using the exchange rates at the date of the initial
transaction. Non-monetary assets and liabilities measured at fair value that are denominated in foreign currencies are translated into
the functional currency using the spot exchange rates at the date when the fair value is determined. Differences arising from the
translation and settlement are recognized as profit or loss. When a gain or loss on a non-monetary item is recognized in other
comprehensive income, any exchange difference is also recognized in other comprehensive income.
The assets and liabilities of foreign operations are translated using the spot exchange rate at the closing date, while income and
expenses of foreign operations are translated using the spot exchange rate at the date of the transaction or a rate that approximates
such rate. The resulting translation differences are recognized as other comprehensive income. In cases where a foreign operation
is disposed of, the cumulative amount of translation differences related to the foreign operation is recognized in profit or loss on
disposal.
Financial Instruments
Financial Assets
Recognition, Classification and Measurement of Financial Assets
Financial assets are recognized when the Company becomes a party to the contract of the financial instruments. The Company
measures all financial assets at fair value at initial recognition and classifies them as financial assets measured at amortized cost,
financial assets measured at fair value through other comprehensive income (“FVTOCI financial assets”), or financial assets
measured at fair value through profit or loss (“FVTPL financial assets”).
Financial Assets Measured at Amortized Cost
The Company classifies financial assets that satisfy the following conditions as financial assets measured at amortized cost:
- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual
cash flows, and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Financial assets measured at amortized cost are initially recognized as the sum of the fair value and transaction costs, and
subsequently measured at amortized cost using the effective interest method less impairment losses. Interest income, gains or
losses on derecognition, and impairment losses are recognized as finance income or costs in profit or loss.
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Financial Information | 145
FVTOCI Financial Assets
FVTOCI Debt Instruments
The Company classifies debt instruments that satisfy the following conditions as debt instruments measured at fair value
through other comprehensive income (“FVTOCI debt instruments”):
- the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets, and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
FVTOCI debt instruments are initially recognized as the sum of the fair value and transaction costs, and subsequent
changes in fair value (other than impairment losses) are recognized in other comprehensive income. The cumulative
amount in other comprehensive income is reclassified to profit or loss upon derecognition of the asset. Interest income,
gains or losses on derecognition, and impairment losses are recognized as finance income or costs in profit or loss.
FVTOCI Equity Instruments
Of financial assets measured at fair value, the Company classifies equity instruments for which the Company has made an
irrevocable election at initial recognition to present subsequent fair value changes in other comprehensive income as
FVTOCI equity instruments measured at fair value through other comprehensive income. The Company, in principle,
designates all equity instruments as equity instruments measured at fair value through other comprehensive income
(“FVTOCI equity instruments”).
FVTOCI equity instruments are initially recognized as the sum of the fair value and transaction costs. Subsequent changes
in fair value as well as gains or losses on derecognition are recognized in other comprehensive income, and their
cumulative amount is immediately reclassified to retained earnings after being recognized in other components of equity.
Dividends received on FVTOCI equity instruments are recognized as finance income when entitlement to the dividends is
established, except for cases where the dividend clearly represents the recovery of part of the cost of the investment.
FVTPL Financial Assets
The Company classifies all financial assets including derivatives as FVTPL financial assets, unless these are measured at
amortized cost or at fair value through other comprehensive income as stated above.
FVTPL financial assets are initially recognized at fair value, and any subsequent changes in fair value as well as any gains or losses
on disposal are recognized as finance income or costs in profit or loss.
Impairment of Financial Assets
The Company recognizes a provision for expected credit losses on financial assets measured at amortized cost or FVTOCI debt
instruments.
The Company assesses at the end of each reporting period whether credit risk on a financial asset has increased significantly since
initial recognition. If the credit risk on a financial asset has increased significantly since initial recognition, the provision for that
financial asset is measured at an amount equal to lifetime expected credit losses. If credit risk has not increased significantly, the
provision is measured at an amount equal to 12-month expected credit losses. Whether credit risk has increased significantly or not
is determined based on changes in default risk.
For trade receivables that do not contain a significant financing component, the provision is measured at an amount equal to lifetime
expected credit losses under a simplified approach, based on historical evidence of credit losses, regardless of changes in the credit
risk.
Derecognition
The Company derecognizes a financial asset when the contractual rights to cash flows arising from the financial asset expire or
substantially all the risks and rewards of ownership of the financial asset are transferred. Interests in a transferred financial asset
created or retained by the Company are recognized separately as assets or liabilities.
Financial Liabilities
Recognition, Classification and Measurement of Financial Liabilities
Financial liabilities are recognized when the Company becomes a party to the contract of the financial instruments. The Company
measures all financial liabilities at fair value at initial recognition and classifies them as financial liabilities measured at amortized
cost or financial liabilities measured at fair value through profit or loss (“FVTPL financial liabilities”).
Financial Liabilities Measured at Amortized Cost
The Company classifies all financial liabilities as financial liabilities measured at amortized cost, except for:
- FVTPL financial liabilities (including derivative liabilities)
- financial guarantee contracts
- contingent consideration recognized in a business combination
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 146
Financial liabilities measured at amortized cost are initially recognized as the fair value less transaction costs, and subsequently
measured at amortized cost using the effective interest method.
FVTPL Financial Liabilities
FVTPL financial liabilities are initially recognized at fair value and any subsequent changes in fair value are recognized as finance
income or costs in profit or loss, unless the hedge accounting criteria are met.
Derecognition
The Company derecognizes financial liabilities when the obligations are discharged, canceled, or expired.
Offsetting Financial Instruments
Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position
only if there is a currently enforceable legal right to set off the recognized amounts, and there is an intention either to settle on a net
basis or to realize the asset and settle the liability simultaneously.
Derivatives and Hedge Accounting
Derivatives
The Company enters into derivative contracts primarily to manage risks arising from fluctuations in interest rates and exchange
rates. These derivatives are initially recognized as assets or liabilities at fair value at the date on which the contracts are entered
into, and subsequently measured at fair value at the end of the reporting period. The changes in the fair value of derivatives (gains
and losses on valuation of derivatives) are immediately recognized in profit or loss if hedge accounting is not applied. The changes
in the fair value of derivatives for which the purpose is to hedge foreign currency risks are presented in the consolidated statement
of profit or loss after being offset by exchange differences (foreign exchange gains and losses) that arise from changes in foreign
exchange rates of monetary items denominated in foreign currencies.
Hedge Accounting
When the hedging relationship qualifies for hedge accounting, the Company accounts for a part of the derivatives as cash flow
hedges. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other
comprehensive income, and the cumulative amount is recognized in other components of equity. The amount recognized in other
components of equity is reclassified to profit or loss in order to offset the effects arising when the hedged item is recognized in profit
or loss. The ineffective portion of cash flow hedges is immediately recognized in profit or loss.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, demand deposits, and short-term investments due within three months from the
date of acquisition that are readily convertible to cash and which are subject to an insignificant risk of changes in value.
Property and Equipment
Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses using the cost
model.
The costs of property and equipment include those directly attributable to the acquisition of the asset and the estimate of the costs
of dismantlement, removal and restoration.
Property and equipment are depreciated using the straight-line method over the useful life of each significant component of the
asset. The depreciation method, useful lives and residual values are reviewed at the end of each fiscal year, and the effects of
changes in estimates, if any, are accounted for as changes in accounting estimates prospectively by including them in profit or loss
in the period of the change and future periods. Major useful lives of property and equipment are as follows:
- Buildings and structures: 2 to 50 years
- Tools, furniture and fixtures: 2 to 20 years
Intangible Assets
Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses using the cost model.
Intangible assets acquired separately are measured at cost at initial recognition. Identifiable intangible assets acquired through
business combinations separately from goodwill are measured at fair value at the date on which the Company obtains control.
Expenditures on research activities are expensed as incurred. Expenditures on development activities are capitalized only if all of
the following can be demonstrated:
- the technical feasibility of completing the intangible asset so that it will be available for use or sale
- the Company’s intention to complete the intangible asset, and use or sell it
- the Company’s ability to use or sell the intangible asset
- how the intangible asset will generate probable future economic benefits
- the availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset
- the Company’s ability to measure reliably the expenditure attributable to the intangible asset during its development
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Financial Information | 147
Intangible assets with definite useful lives are amortized using the straight-line method over their useful lives. The amortization
method and useful lives are reviewed at the end of each fiscal year, and the effects of changes in estimates, if any, are accounted
for as changes in accounting estimates prospectively by including them in profit or loss in the period of the change and future
periods. Intangible assets with indefinite useful lives are not amortized. Major useful lives of intangible assets are as follows:
- Software: 5 years
- Customer-related assets: 2 to 15 years
Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease based on the substance of the
contract.
A lease liability is recognized and measured at the present value of the remaining lease payments, discounted using the lessee’s
incremental borrowing rate at the commencement date of the lease if the interest rate implicit in the lease is not readily
determinable. After the commencement date, the lease liability is measured by increasing or reducing the carrying amount to reflect
interest on the lease liability and the lease payments made, and remeasuring the carrying amount as necessary to reflect any lease
modifications. The lease term is determined as the non-cancellable period of a lease, together with both periods covered by an
option to extend the lease if the option is reasonably certain to be exercised, and periods covered by an option to terminate the
lease if the option is reasonably certain not to be exercised.
Right-of-use assets are measured at cost less accumulated depreciation and accumulated impairment losses using the cost model.
The cost of a right-of-use asset includes the amount of the initial measurement of the lease liability at the commencement date, any
lease payments made at or before the commencement date less lease incentives, and restoration costs required by the lease
contract. Right-of-use assets are depreciated using the straight-line method over the lease term. The lease term is reassessed upon
the occurrence of a significant event or a significant change in circumstances that affects whether the lessee is reasonably certain to
exercise the extension option, or not to exercise the termination option. When the lease term is modified, the lease liability will be
remeasured and, in principle, the amount of right-of-use assets will be adjusted. The Company has elected not to recognize
right-of-use assets and lease liabilities for leases which are of low value.
Impairment of Non-financial Assets
At the end of each reporting period, the Company assesses whether there is any indication that its assets may be impaired. If any
such indication exists, impairment tests are performed to assess the recoverable amount of the asset or the cash-generating unit
(“CGU”) to which it belongs. Intangible assets with indefinite useful lives and those not yet available for use are not amortized, and
tested for impairment annually irrespective of whether there is any indication of impairment, or whenever there is an indication of
impairment.
The recoverable amount is measured at the higher of an asset or CGU’s fair value less costs of disposal and its value in use. The
value in use is calculated by discounting the estimated future cash flows to their present value with a pre-tax discount rate that
reflects the time value of money and the risks specific to the asset or CGU.
If the recoverable amount of an individual asset or a CGU is less than its carrying amount, the carrying amount is reduced to the
recoverable amount, and an impairment loss is recognized as “Other operating expenses” in the consolidated statement of profit or
loss. For assets for which impairment losses were recognized in prior periods, the Company assesses at the closing date whether
there is any indication of a reversal of an impairment loss. If there is an indication of a reversal of an impairment loss, and the
recoverable amount of an individual asset or a CGU exceeds its carrying amount, the impairment loss is reversed to the lower of its
recoverable amount and the carrying amount that would have been determined (net of amortization or depreciation) had no
impairment loss been recognized for the asset in prior periods.
Goodwill
Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to a CGU or a group of CGUs that is
expected to benefit from the synergies of the business combination. A CGU or a group of CGUs to which goodwill is allocated is
determined based on the smallest level unit at which the goodwill is monitored for internal management purposes, and no larger
than an operating segment.
The Company performs an impairment test for the CGU or the group of CGUs to which goodwill was allocated at a specified point of
time in each fiscal year or whenever there is an indication of impairment. If the recoverable amount of a CGU or a group of CGUs is
less than its carrying amount in an impairment test, the difference is recognized as an impairment loss, in principle. In recognizing
the impairment loss, the carrying amount of goodwill allocated to the CGU or the group of CGUs is reduced, and then the carrying
amounts of the other assets in the CGU or the group of CGUs are reduced pro rata on the basis of the carrying amount of each
asset. An impairment loss for goodwill is recognized in profit or loss as “Other operating expenses” and is not reversed in a
subsequent period.
Non-current Assets Held for Sale
An asset or asset group for which the value is expected to be recovered through a sale transaction rather than through continuing
use is classified as a non-current asset or disposal group held for sale if (i) it is highly probable that the asset or disposal group will
be sold within one year, (ii) the asset or disposal group is available for immediate sale in its present condition, and (iii) the
Company’s management has made a commitment to sell the asset or disposal group. Non-current assets held for sale are not
depreciated or amortized and are measured at the lower of their carrying amount and fair value less costs to sell.
Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 148
can be made of the amount of the obligation. Where the effect of the time value of money is material, the amount of the provision is
measured at the present value of the expenditures expected to be required to settle the obligation. In calculating the present value,
the Company uses a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks
specific to the liability.
Post-employment Benefits
The Company operates defined contribution plans and defined benefit plans as retirement benefit plans for employees.
Defined Contribution Plans
Retirement benefit costs for defined contribution plans are recognized in profit or loss for the period over which the employees
render the related services.
Defined Benefit Plans
For each defined benefit plan, the Company calculates the present value of defined benefit obligations and the related current
service cost and past service cost using the projected unit credit method, and recognizes them as an expense. The discount rate is
determined by reference to the closing-date market yields on high quality corporate bonds for the period corresponding to the
discount period, which is set on the basis of the period until the expected date of benefit payment in each future fiscal year. Net
interest on the net defined benefit liability is recorded as cost of sales or selling, general and administrative expenses.
Remeasurements of the net defined benefit liability incurred in the current period are recognized as other comprehensive income,
and the cumulative amount is immediately reclassified to retained earnings after being recognized in other components of equity.
Equity
Common Stock and Share Premium
For equity instruments issued by the Company, the issue prices are recorded in common stock and share premium, and the
transaction cost (net of related tax effects) directly attributable to the issuance is deducted from common stock and share premium
proportionally on the basis of the issue price.
Treasury Stock
When shares of treasury stock are acquired, the consideration paid including the transaction cost (net of related tax effects) directly
attributable to the acquisition is recognized as a deduction from equity. When shares of treasury stock are sold, the consideration
received is recognized as an increase in equity.
Share-based Payment
The Company has introduced the following equity-settled equity compensation plan.
Equity-settled Stock Options
The Company grants equity-settled stock options as an incentive plan for the Directors of the Board, Senior Vice Presidents and
Corporate Professional Officers (Senior Vice Presidents and Corporate Professional Officers are collectively referred to as “Senior
Management”) and senior level personnel of Recruit Holdings. The Company recognizes the services received as consideration for
the stock options as an expense, and the corresponding amount is recognized as an increase in equity. The expense is estimated at
the fair value of the stock options at the grant date. The fair value is calculated, taking into account the terms and conditions of the
options, primarily by using the Black-Scholes model.
Equity-settled Board Incentive Plan (“BIP”) Trust
The Company has introduced an equity-settled BIP Trust as an incentive plan for the Directors of the Board and Senior
Management of Recruit Holdings and its subsidiaries. Consideration for the services received is measured with reference to the fair
value of the shares of Recruit Holdings’ common stock at the grant date and is recognized as an expense over its vesting period
while the corresponding amount is recognized as an increase in equity.
Equity-settled Employee Stock Ownership Plan (“ESOP”) Trust
The Company has introduced an equity-settled ESOP Trust as an incentive plan for the employees of its subsidiaries. Consideration
for the services received is measured with reference to the fair value of shares of Recruit Holdings’ common stock at the grant date
and is recognized as an expense over its vesting period while the corresponding amount is recognized as an increase in equity. The
fair value at the grant date is measured at the market price of the shares adjusted for expected dividends.
Revenue Recognition
The Company recognizes revenue based on the following five-step approach. The details of revenue recognition for each segment
are described in “20 Revenue.”
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
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Financial Information | 149
The incremental costs of obtaining a contract are recognized as an asset (“asset recognized for costs of obtaining contracts”) if
those costs are expected to be recoverable. The incremental costs of obtaining a contract are those costs that the Company incurs
to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.
An asset recognized for costs of obtaining contracts is amortized on a systematic basis that is consistent with the transfer to the
customer of the services to which the asset relates, unless the amortization period of the asset is one year or less. If the
amortization period of the asset is one year or less, the incremental costs of obtaining a contract are expensed when incurred by
using the practical expedient in IFRS 15 “Revenue from Contracts with Customers.”
Income Taxes
Income tax expense is the sum of current tax expense and deferred tax expense and is recognized in profit or loss, except for taxes
arising from items that are directly recognized in other comprehensive income or in equity and taxes arising from business
combinations.
Current Tax Expense
Current tax expense is measured at the amount expected to be paid to or refunded from the taxation authorities using the tax rates
(and tax laws) that have been enacted or substantively enacted by the closing date.
Deferred Tax Expense
Deferred tax expense is calculated based on the temporary differences between the tax base for assets and liabilities and their
carrying amount for accounting purposes at the closing date. Deferred tax assets are recognized for deductible temporary
differences, unused tax credits and unused tax losses to the extent that it is probable that future taxable profit will be available
against which they can be utilized. Deferred tax liabilities are recognized, in principle, for all taxable temporary differences.
Deferred tax assets are not recognized for the following temporary differences:
- temporary differences arising from the initial recognition of assets or liabilities in transactions that are not business
combinations, that affect neither accounting profit nor taxable profit (tax loss) at the time of transaction and that do not give
rise to equal taxable and deductible temporary difference at the time of transaction, and
- deductible temporary differences arising from investments in subsidiaries and associates where it is probable that the
temporary difference will not reverse in the foreseeable future or it is not probable that future taxable profit will be available
against which the temporary difference can be utilized.
Deferred tax liabilities are not recognized for the following temporary differences:
- temporary differences arising from the initial recognition of goodwill,
- temporary differences arising from the initial recognition of assets or liabilities in transactions that are not business
combinations, that affect neither accounting profit nor taxable profit (tax loss) at the time of transaction and that do not give
rise to equal taxable and deductible temporary difference at the time of transaction, and
- taxable temporary differences arising from investments in subsidiaries and associates where the Company is able to control
the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
There are certain cases where assets and liabilities arising from a single transaction are recognized at the same amount. In such
transactions, deferred tax liabilities are recognized for taxable temporary differences of the recognized assets, and deferred tax
assets are recognized for deductible temporary differences of the recognized liabilities.
Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to the year when the asset is realized
or the liability is settled, using the tax rates (and tax laws) that have been enacted or substantively enacted by the closing date.
Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and the assets and liabilities related to income taxes are levied by the same taxation authority on the same
taxable entity or different taxable entities which intend to settle on a net basis.
Furthermore, exceptions are applied with regard to the recognition of deferred tax assets and deferred tax liabilities related to
income taxes arising from the jurisdictional implementation of the Pillar Two model rules in accordance with the mandatory
temporary exception set forth in IAS 12 “Income Taxes,” as well as the disclosure of corresponding information.
Earnings per Share
Basic earnings per share is determined by dividing the profit (loss) attributable to the common shareholders of the parent by the
weighted average number of shares of common stock outstanding, which is adjusted for shares of treasury stock during the period.
Diluted earnings per share is adjusted for the effect of all dilutive potential shares of common stock.
Changes in Presentation Methods
Matters Related to Consolidated Statement of Cash Flows
Payment for purchase of investments and Proceeds from sale and redemption of investments, which were included in Other under
Cash flows from investing activities in the year ended March 31, 2024, are separately presented in the year ended March 31, 2025,
due to increases in their amounts.
In order to reflect these changes in the presentation methods, the amount of (981) million yen presented as Other under Cash flows
from investing activities in the previous fiscal year has been reclassified as Payment for purchase of investments. Additionally, the
amount of 4,869 million yen has been reclassified as Proceeds from sale and redemption of investments.
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Financial Information | 150
4 Significant Accounting Judgments, Accounting Estimates and Assumptions
In preparing the consolidated financial statements, management makes judgments, accounting estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses.
Estimates and assumptions are based on management’s best judgments based on historical performance and various factors
considered reasonable. By their nature, however, actual results may differ from the estimates and assumptions made. Estimates
and their underlying assumptions are continuously reviewed. The effects of changes in accounting estimates are recognized
prospectively by including them in profit or loss in the period of the change and future periods.
Estimates and assumptions that significantly affect the amounts recognized in the consolidated financial statements are as follows:
Method of Fair Value Measurement of Financial Instruments
When measuring the fair values of certain financial instruments, the Company uses a valuation technique that includes
unobservable inputs. The unobservable inputs may be affected by changes in uncertain future economic conditions. As of March 31,
2025, such accounting estimates were recognized under “Other financial assets” in the consolidated statement of financial position.
Impairment of Property and Equipment, Right-of-use Assets, Goodwill and Intangible
Assets
The Company tests property and equipment, right-of-use assets, goodwill and intangible assets for impairment in accordance with
“3 Material Accounting Policies.” Recoverable amounts in impairment tests are measured based on assumptions such as growth
rates and discount rates that are used in the estimates of future cash flow projections. These assumptions are determined by
management’s best estimates and judgments. However, they may be affected by changes in uncertain future economic conditions.
As of March 31, 2025, such accounting estimates were recognized under “Property and equipment,” ”Right-of-use assets,”
“Goodwill,” and “Intangible assets” in the consolidated statement of financial position. The details of goodwill and intangible assets
are described in “11 Goodwill and Intangible Assets.”
Assessment of Defined Benefit Obligations
The Company operates defined benefit plans as retirement benefit plans. For each defined benefit plan, the present value of defined
benefit obligations and the related costs including service cost are determined based on the actuarial assumptions such as discount
rates, mortality rates, and other factors. These assumptions are determined by management’s best estimates and judgments.
However, they may be affected by changes in uncertain future economic conditions. As of March 31, 2025, such accounting
estimates were recognized under “Net liability for retirement benefits” in the consolidated statement of financial position.
Recoverability of Deferred Tax Assets
Deferred tax assets are recognized for deductible temporary differences, unused tax credits, and unused tax losses to the extent
that it is probable that sufficient future taxable income will be available against which the deductible temporary differences can be
utilized. The period in which it is probable that sufficient future taxable income will be available and the amount of the future taxable
income are determined by management’s best estimates and judgments. However, they may be affected by changes in uncertain
future economic conditions. As of March 31, 2025, such accounting estimates were recognized under “Deferred tax assets” in the
consolidated statement of financial position.
5 Operating Segments
Overview of Reportable Segments
The Company’s operating segments are components of the Company for which discrete financial information is available and whose
operating results are reviewed regularly by the Board of Directors to decide on the allocation of operating resources and to assess
business performance. The Company has three operating segments by type of business, HR Technology, Matching & Solutions, and
Staffing, which are also the reportable segments.
HR Technology consists of three operations, the US, Europe and Others, and Japan. Matching & Solutions consists of two
operations, HR Solutions and Marketing Solutions. Staffing consists of two operations, Japan , and Europe, the US and Australia .
The details of these segments are described in “20 Revenue.”
Information about Reportable Segments
Segment profit (loss) denotes adjusted EBITDA (operating income + depreciation and amortization (excluding depreciation of
right-of-use assets) + share-based payment expenses ± other operating income/expenses).
Revenue from external customers in Adjustments includes revenue that is not allocated to a specific reportable segment, and
segment profit (loss) in Adjustments includes corporate expenses not allocated to any reportable segments. Corporate expenses
consist primarily of general and administrative expenses that are not allocable to the segments. Intersegment revenues or transfers
are calculated based on a price used in similar transactions with external customers. Segment assets and liabilities are not
disclosed as they are not subject to review for deciding on the allocation of operating resources and assessing business
performance.
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For the Year Ended March 31, 2024
(In millions of yen)
Reportable Segment
Adjustments
Consolidated
HR Technology
Matching &
Solutions
Staffing
Total
Revenue
Revenue from
external
customers
1,009,421
797,032
1,607,694
3,414,149
2,343
3,416,492
Intersegment
revenues or
transfers
2,398
10,810
26,544
39,752
(39,752)
-
Total
1,011,820
807,842
1,634,239
3,453,901
(37,409)
3,416,492
Segment profit
(loss)
344,390
163,665
97,947
606,003
(7,606)
598,397
Depreciation
and
amortization
1
75,854
Share-based
payment
expenses
79,368
Other operating
income
7,388
Other operating
expenses
48,036
Operating income
402,526
Share of profit
(loss) of
associates and
joint ventures
(1,356)
Finance income
55,930
Finance costs
30,859
Profit before tax
426,241
1 Depreciation and amortization exclude depreciation of right-of-use assets.
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For the Year Ended March 31, 2025
(In millions of yen)
Reportable Segment
Adjustments
Consolidated
HR Technology
Matching &
Solutions
Staffing
Total
Revenue
Revenue from
external
customers
1,124,281
783,282
1,641,385
3,548,949
8,528
3,557,478
Intersegment
revenues or
transfers
2,283
32,731
25,608
60,623
(60,623)
-
Total
1,126,565
816,013
1,666,994
3,609,573
(52,095)
3,557,478
Segment profit
(loss)
404,113
185,957
97,460
687,531
(8,642)
678,889
Depreciation
and
amortization
1
71,470
Share-based
payment
expenses
80,429
Other operating
income
3,387
Other operating
expenses
39,834
Operating income
490,542
Share of profit
(loss) of
associates and
joint ventures
(8,810)
Finance income
56,037
Finance costs
10,625
Profit before tax
527,143
1 Depreciation and amortization exclude depreciation of right-of-use assets.
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Information about Products and Services
The classification of products and services are the same as those of the reportable segments. Please refer to Information about
Reportable Segments above.
Information about Geographical Areas
Revenue from External Customers
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Japan
1,590,725
1,686,032
United States
939,354
987,864
Others
886,411
883,580
Total
3,416,492
3,557,478
1
Revenue is classified based on the locations where the external customers reside.
Non-current Assets (excluding Financial Assets and Deferred Tax Assets)
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Japan
253,542
261,414
United States
387,151
366,285
Netherlands
214,060
201,591
Others
86,551
74,982
Total
941,306
904,274
Information about Major Customers
There are no revenues from transactions with a single external customer amounting to 10% or more of revenues in the consolidated
statement of profit or loss for the years ended March 31, 2024 and 2025.
6 Cash and Cash Equivalents
The breakdown of cash and cash equivalents is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Cash and deposits
1,136,858
778,946
Short-term investments
-
29,679
Total
1,136,858
808,625
1
Cash and cash equivalents are classified as financial assets measured at amortized cost.
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7 Trade and Other Receivables
The breakdown of trade and other receivables is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Accounts receivable - trade
2
464,510
465,723
Accounts receivable - other
94,760
106,407
Other
675
2,418
Loss allowance
(10,131)
(9,480)
Total
549,814
565,069
1 Trade and other receivables are classified as financial assets measured at amortized cost.
2
The balance of receivables arising from contracts with customers (accounts receivable - trade) as of April 1, 2023 was 466,524
million yen.
8 Other Financial Assets
The breakdown of other financial assets is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Equity instruments
1
175,977
124,401
Debt instruments
2
9,114
19,398
Guarantee deposits for leases
3
20,342
20,185
Other
11,035
18,411
Loss allowance
(590)
(594)
Total
215,879
181,800
Current assets
5,608
18,697
Non-current assets
210,271
163,102
Total
215,879
181,800
1
Equity instruments are generally classified as financial assets measured at fair value through other comprehensive income.
2
Regarding Debt instruments, public bonds and others are classified as financial assets measured at fair value through other
comprehensive income, and convertible bonds as financial assets measured at fair value through profit or loss.
3
Guarantee deposits for leases are classified as financial assets measured at amortized cost.
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Equity Instruments Measured at Fair Value through Other Comprehensive Income
Equity instruments, such as shares, are held mainly for maintaining and strengthening relationships with business partners. These
assets are designated as financial assets measured at fair value through other comprehensive income.
The breakdown of equity instruments measured at fair value through other comprehensive income is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Equity instruments with active markets
92,092
64,154
Equity instruments without active markets
83,884
60,246
Total
175,977
124,401
The names of securities of equity instruments with active markets and their fair values as of March 31, 2024 and 2025 are shown
below. Equity instruments without active markets consist primarily of investment in Internet-related industries.
As of March 31, 2024
(In millions of yen)
Name of security
Fair value
Dentsu Group Inc.
20,680
Nippon Television Holdings, Inc.
14,971
TBS HOLDINGS, INC.
11,625
freee K.K.
8,061
Yeahka Limited
7,078
TOPPAN Holdings Inc.
6,021
Dai Nippon Printing Co., Ltd.
5,757
As of March 31, 2025
(In millions of yen)
Name of security
Fair value
Nippon Television Holdings, Inc.
19,712
TBS HOLDINGS, INC.
11,371
Dentsu Group Inc.
8,109
freee K.K.
8,050
Yeahka Limited
4,614
Premium Group Co., Ltd.
3,744
Oisix ra daichi Inc.
3,553
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9 Other Assets
The breakdown of other assets is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Prepaid expenses
33,855
45,115
Contract assets
1
9,745
11,186
Income taxes receivable
18,715
12,955
Long-term prepaid expenses
8,309
11,231
Other
8,403
9,190
Total
79,030
89,679
Current assets
70,462
77,985
Non-current assets
8,567
11,693
Total
79,030
89,679
1
Contract assets are related to the Company’s rights to receive consideration for which it has satisfied performance obligations but
has not yet invoiced. They are reclassified as receivables (accounts receivable - trade) that arise from contracts with customers
when the Company’s rights become unconditional. Information on the Company’s main performance obligations is provided in “20
Revenue.” The balance of contract assets as of April 1, 2023 was 9,853 million yen.
10 Property and Equipment
Changes in the carrying amount, acquisition cost, accumulated depreciation and accumulated impairment losses of property and
equipment are as follows:
Carrying Amount
(In millions of yen)
Buildings and
structures
Tools, furniture and
fixtures
Other
Total
As of April 1, 2023
38,192
21,022
11,774
70,990
Additions
6,797
3,857
3,033
13,688
Depreciation
1
(11,027)
(7,474)
(421)
(18,923)
Impairment losses
(4,745)
(392)
(0)
(5,137)
Reclassification
9,275
3,340
(12,616)
-
Other
5,409
433
52
5,895
As of March 31, 2024
43,903
20,787
1,822
66,513
Additions
2,277
3,534
2,887
8,699
Depreciation
1
(7,256)
(7,339)
(423)
(15,019)
Impairment losses
(1,465)
(1,042)
(0)
(2,507)
Reclassification
131
1,642
(1,774)
-
Other
(2,950)
350
(189)
(2,789)
As of March 31, 2025
34,639
17,934
2,323
54,897
Acquisition Cost
(In millions of yen)
Buildings and structures
Tools, furniture and
fixtures
Other
Total
As of April 1, 2023
112,050
77,349
13,523
202,923
As of March 31, 2024
128,261
73,741
3,964
205,967
As of March 31, 2025
128,997
74,201
4,111
207,310
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Accumulated Depreciation and Accumulated Impairment Losses
(In millions of yen)
Buildings and structures
Tools, furniture and
fixtures
Other
Total
As of April 1, 2023
73,857
56,326
1,748
131,932
As of March 31, 2024
84,357
52,954
2,141
139,454
As of March 31, 2025
94,357
56,267
1,788
152,412
1
Depreciation is mainly included within “Selling, general and administrative expenses” in the consolidated statement of profit or loss.
11 Goodwill and Intangible Assets
Changes in the carrying amount, acquisition cost, accumulated amortization and accumulated impairment losses of goodwill and
intangible assets are as follows:
Carrying Amount
(In millions of yen)
Goodwill
Customer-
related assets
Software
1
Other
2
Total
As of April 1, 2023
462,977
49,628
112,358
25,647
650,611
Additions
-
-
57,987
1,023
59,011
Acquisition through
business combinations
-
-
-
-
-
Sale or disposal
-
-
(488)
(15)
(504)
Amortization
3
-
(9,124)
(40,417)
(7,389)
(56,930)
Impairment losses
(7,596)
-
(12,702)
(284)
(20,584)
Exchange differences
on the translation of
foreign operations
55,258
5,638
650
2,856
64,403
Other
-
-
(138)
(10)
(149)
As of March 31, 2024
510,638
46,142
117,249
21,828
695,858
Additions
-
-
56,177
461
56,639
Acquisition through
business combinations
2,321
2,407
-
209
4,937
Sale or disposal
-
-
(383)
(26)
(410)
Amortization
3
-
(9,462)
(39,388)
(7,600)
(56,450)
Impairment losses
-
(5,178)
(5,133)
(1,761)
(12,073)
Exchange differences
on the translation of
foreign operations
(4,826)
(259)
(178)
(55)
(5,319)
Other
-
-
(141)
71
(70)
As of March 31, 2025
508,133
33,649
128,200
13,126
683,110
Acquisition Cost
(In millions of yen)
Goodwill
Customer-
related assets
Software
1
Other
2
Total
As of April 1, 2023
534,433
164,746
452,895
124,655
1,276,730
As of March 31, 2024
568,514
181,030
510,505
139,436
1,399,487
As of March 31, 2025
565,282
181,037
543,577
138,730
1,428,628
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Accumulated Amortization and Accumulated Impairment Losses
(In millions of yen)
Goodwill
Customer-
related assets
Software
1
Other
2
Total
As of April 1, 2023
71,456
115,117
340,537
99,007
626,119
As of March 31, 2024
57,875
134,888
393,255
117,608
703,628
As of March 31, 2025
57,149
147,388
415,376
125,603
745,517
1
Software mainly comprises internally generated software.
2
Other mainly includes trademark rights.
3
Amortization is mainly included within “Selling, general and administrative expenses” in the consolidated statement of profit or loss.
4
Research and development expenses recognized as expenses for the years ended March 31, 2024 and 2025 are 154,862 million
yen and 168,384 million yen, respectively.
Significant Intangible Assets
Significant items included in intangible assets are customer-related assets arising from the acquisition of shares in RGF Staffing B.V.
(36,035 million yen and 24,855 million yen as of March 31, 2024 and 2025, respectively). The remaining amortization period as of
March 31, 2025 is 5 years.
Impairment Tests on Goodwill
The Company groups its assets by CGU, the smallest identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows generated from other assets or groups of assets, by considering managerial units of operations, in
principle. Goodwill is allocated to each CGU or group of CGUs that is expected to benefit from the synergies of the business
combinations at the acquisition date.
In HR Technology, the entire operation is tested for impairment as a single CGU as it is expected to benefit from the synergies
among its entities, and goodwill is monitored for internal management purposes considering that fact. In Staffing, each of the
composing entities is tested for impairment as a CGU or a group of CGUs, in principle, in light of their unique business environment.
The balance of goodwill of each CGU or group of CGUs is as follows:
(In millions of yen)
Reportable Segment
CGU or group of CGUs
As of March 31, 2024
As of March 31, 2025
HR Technology
HR Technology
280,345
277,114
Staffing
RGF Staffing B.V.
187,682
186,386
Other entities
42,610
44,631
Total
510,638
508,133
The Company’s significant goodwill is those relating to HR Technology and those arising from the acquisition of shares in RGF
Staffing B.V.
The Company tests goodwill for impairment annually irrespective of whether there are any indications of impairment, or whenever
there is an indication of impairment.
An impairment loss on goodwill is recognized when the recoverable amount of the CGU or the group of CGUs is lower than its
carrying amount. The recoverable amount is based on the value in use, which is calculated using the present value of estimated
pre-tax 5-year future cash flows based on a business plan approved by the management of each CGU.
The estimated 5-year future cash flows are determined based on internal and external sources including market growth rates as well
as management’s assessment of future trends in the industry and historical data. For the periods subsequent to the period covered
by the estimated future cash flows, the Company calculates the terminal value based on indefinite life by discounting the future cash
flows estimated by using a conservative growth rate determined by considering the environment of the country and the industry in
which the CGU belongs. The pre-tax discount rate is determined based on the weighted average cost of capital considering the time
value of money and the risks specific to the assets.
Key assumptions used in determining the recoverable amount of each CGU or group of CGUs are as follows:
(%)
Reportable
Segment
CGU or group of
CGUs
As of March 31, 2024
As of March 31, 2025
Growth rate
Discount rate
Growth rate
Discount rate
HR Technology
HR Technology
1.6
10.8
2.1
11.6
Staffing
RGF Staffing
B.V.
1.7
9.9
1.9
9.2
Other entities
1.6-2.4
10.1-15.5
2.0-2.5
9.9-14.7
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As of March 31, 2025, the recoverable amount of goodwill relating to RGF Staffing B.V. exceeded the carrying amount by 10,650
million yen. A decrease of 0.4% in the growth rate or an increase of 0.4% in the discount rate could result in the recoverable amount
being equal to the carrying amount. For goodwill impairment tests for assets other than those of RGF Staffing B.V., the Company
has determined that even if the key assumptions used in the impairment tests were to change within a reasonably foreseeable
range, the probability of a material impairment occurring is low.
Impairment of Goodwill and Intangible Assets
Impairment losses on goodwill and intangible assets are recorded within “Other operating expenses” in the consolidated statement
of profit or loss.
Major impairment losses on goodwill and intangible assets for the year ended March 31, 2024 are as described in “22 Other
Operating Expenses.”
There are no significant impairment losses on goodwill and intangible assets for the year ended March 31, 2025.
12 Leases
Overview of Leases
The Company leases office buildings and other assets as a lessee. Some lease contracts have renewal options. There are no
significant restrictions imposed by lease contracts (such as restrictions on additional borrowings and additional leases).
The breakdown of expenses related to leases is as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Depreciation of right-of-use assets
Buildings and structures
37,412
34,199
Other
4,214
3,567
Total
41,627
37,767
Interest expenses on lease liabilities
4,520
4,769
Expenses on leases of low-value assets
1
4,349
4,230
1
For leases for which the underlying asset is of low value, the lease payments are recognized as an expense on a straight-line
basis over the lease term.
The breakdown of right-of-use assets is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Buildings and structures
164,221
148,542
Other
6,144
6,029
Total
170,366
154,572
1 The increase in right-of-use assets for the years ended March 31, 2024 and 2025 are 34,841 million yen and 37,498 million yen,
respectively.
Future Cash Outflows to which the Company is potentially exposed that are not reflected
in the Measurement of Lease Liabilities
There are no significant future cash outflows to which the Company is potentially exposed that are not reflected in the measurement
of lease liabilities.
Cash Outflows related to Leases
Total cash outflows related to leases for the years ended March 31, 2024 and 2025 are 55,672 million yen and 53,547 million yen,
respectively.
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Financial Information | 160
13 Income Taxes
Deferred Tax Assets and Deferred Tax Liabilities
The breakdown by major component of deferred tax assets and deferred tax liabilities is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Deferred tax assets
Unused tax losses
5,993
4,862
Liabilities related to employee benefits
51,923
55,609
Share-based payment
31,208
33,600
Lease liabilities
54,236
55,254
Contract liabilities
13,043
10,560
Research and development expenses
74,299
91,646
Other
43,444
40,622
Total deferred tax assets
274,149
292,157
Deferred tax liabilities
Investments in subsidiaries and associates
91,285
86,715
Right-of-use assets
41,856
43,043
Property and equipment, goodwill and
intangible assets
18,421
14,658
Other
30,715
21,185
Total deferred tax liabilities
182,277
165,602
Net deferred tax assets (liabilities)
91,871
126,554
1
In recognizing deferred tax assets, the Company takes into account taxable temporary differences, future taxable profit and tax
planning.
The breakdown of changes in deferred tax assets and deferred tax liabilities is as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Net deferred tax assets (liabilities)
Beginning balance
53,684
91,871
Recognized through profit or loss
32,187
22,530
Recognized in other comprehensive
income
(1,269)
6,499
Other
1
7,269
5,652
Ending balance
91,871
126,554
1
Other includes exchange differences on the translation of foreign operations.
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Financial Information | 161
Deductible Temporary Differences and Unused Tax Losses for which Deferred Tax Assets
are not recognized in the Consolidated Statement of Financial Position
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Deductible temporary differences
436,219
463,170
Unused tax losses
53,288
56,374
The breakdown by expiration of unused tax losses for which deferred tax assets are not recognized in the consolidated statement of
financial position is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
1 year or less
119
210
Over 1 year through 5 years
1,838
2,543
Over 5 years and indefinite period
51,330
53,620
Total
53,288
56,374
Taxable Temporary Differences for which Deferred Tax Liabilities are not recognized in
the Consolidated Statement of Financial Position
The amount of taxable temporary differences arising from investments in subsidiaries and associates for which deferred tax
liabilities are not recognized is as follows.
Deferred tax liabilities were not recognized for these taxable temporary differences as the Company is able to control the timing of
the reversal of the temporary difference and it is probable that the temporary differences will not reverse in the foreseeable future.
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Taxable temporary differences arising from
investments in subsidiaries and associates for which
deferred tax liabilities were not recognized
496,702
488,197
Breakdown of Income Tax Expense
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Current tax expense
103,832
141,514
Deferred tax expense
(32,187)
(22,530)
Total
71,645
118,983
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 162
Reconciliation between Statutory Effective Tax Rates and Actual Effective Tax Rates
(%)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Statutory effective tax rate
30.6
30.6
(Adjustments)
Difference from applicable tax rates for
subsidiaries
(7.3)
(7.1)
Share of profit (loss) of associates and joint
ventures
0.1
0.6
Tax credits
(2.3)
(1.9)
Tax effects related to investments in
subsidiaries and associates
2
(5.9)
1.4
Changes in the assessment for
recoverability of deferred tax assets
(0.1)
0.6
Other
1.7
(1.7)
Actual effective tax rate
16.8
22.6
1
The Company is mainly subject to income tax, inhabitant tax and enterprise tax (deductible for tax purposes), based on which the
statutory effective tax rates have been calculated at 30.6% for the years ended March 31, 2024 and 2025. The overseas
subsidiaries are subject to local income taxes.
2 Includes a temporary reduction of effective income tax rate due to an internal legal entity restructuring in HR Technology for the
fiscal year ended March 31, 2024.
14 Trade and Other Payables
The breakdown of trade and other payables is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Accounts payable - trade
76,544
83,663
Accrued expenses
230,935
240,914
Other
52,376
52,964
Total
359,856
377,543
1
Trade and other payables are classified as financial liabilities measured at amortized cost.
15 Other Liabilities
The breakdown of other liabilities is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Contract liabilities
1
70,101
71,362
Deposits received
44,655
37,746
Accrued consumption taxes
48,102
46,808
Accrued bonuses
54,979
65,365
Accrued paid absences
60,420
61,084
Other
28,891
32,243
Total
307,151
314,612
Current liabilities
298,965
306,503
Non-current liabilities
8,186
8,108
Total
307,151
314,612
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 163
1
Contract liabilities are unsatisfied performance obligations for which consideration has been received. When the Company satisfies
the performance obligations under the contract, related revenues are recognized. Information on the Company’s main
performance obligations is provided in “20 Revenue.” Most of the performance obligations related to contract liabilities outstanding
as of April 1, 2024 were satisfied and related revenues were recognized in the year ended March 31, 2025. Revenue recognized
in the year ended March 31, 2025 from performance obligations satisfied (or partially satisfied) in previous periods, due to
changes in transaction prices or other reasons, is not material. The balance of contract liabilities as of April 1, 2023 was 78,113
million yen.
16 Provisions
The breakdown of and the changes in provisions are as follows:
For the Year Ended March 31, 2025
(In millions of yen)
Provision for point
program
1
Asset retirement
obligations
2
Other
Total
Beginning balance
13,827
14,592
3,854
32,274
Increase
9,413
1,155
4,317
14,885
Decrease due to utilization
(13,049)
(124)
(1,164)
(14,338)
Reversal
(829)
-
(1,301)
(2,130)
Other
(0)
64
(29)
35
Ending balance
9,360
15,688
5,676
30,726
Current
9,360
1,314
4,761
15,437
Non-current
-
14,373
915
15,289
Total
9,360
15,688
5,676
30,726
1
The Company offers points to users to promote sales, and a provision for point program is recognized for estimated future
expenses associated with the redemption of points by users based on historical performance. There is uncertainty about the
amount or timing of the use of the points by users.
2
Asset retirement obligations are recorded for the obligation to restore assets to their original condition, such as those associated
with lease contracts for offices used by the Company, at the amount that is expected to be paid in the future primarily based on
historical performance and third-party estimates. Expenditure for the restoration is expected to be incurred mainly after one year,
but may be affected by future business plans and other factors.
17 Employee Benefits
Post-employment Benefits
The Company operates lump-sum retirement benefit plans, defined benefit corporate pension plans and defined contribution
pension plans as retirement benefit plans.
Lump-sum retirement benefit plans are unfunded plans that are not externally funded but internally funded to pay lump-sum
benefits. Lump-sum retirement benefits are paid based on compensation, service period, points earned in each service year and
other conditions, pursuant to the provisions of retirement benefits, such as those under the employment rules of the Holding
Company and each subsidiary.
Some of the Holding Company’s subsidiaries operate defined benefit corporate pension plans which pay lump-sum benefits or
pension benefits based on points earned in each service year. Those subsidiaries bear the responsibility for executing operations
faithfully to control and manage the funds in compliance with laws and regulations on behalf of the plan participants.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 164
Amounts recognized relating to Defined Benefit Plans in the Consolidated Financial Statements
The amount of net defined benefit liability (asset) recognized in the consolidated statement of financial position is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Present value of defined benefit obligations (funded)
10,944
11,317
Fair value of plan assets
6,351
6,518
Subtotal
4,593
4,798
Present value of defined benefit obligations
(unfunded)
60,350
58,609
Total
64,943
63,408
Amount recognized in the consolidated statement of
financial position
Net liability for retirement benefits
64,943
63,408
The weighted average duration of defined benefit obligations is as follows:
(In years)
As of March 31, 2024
As of March 31, 2025
Weighted average duration
10.8
10.2
Reconciliation of Defined Benefit Obligations
Changes in the present value of defined benefit obligations are as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Present value of defined benefit obligations at the
beginning of the year
66,603
71,294
Current service cost
7,946
8,399
Interest expense
593
768
Benefits paid
(6,767)
(7,045)
Differences arising from the remeasurement of the
present value of the defined benefit obligations
1
2,482
(3,419)
Other
435
(71)
Present value of defined benefit obligations at the end
of the year
71,294
69,927
1
The differences arising from the remeasurement of the present value of the defined benefit obligations resulted primarily from
changes in financial assumptions.
Effects on Future Cash Flows
Actuarial Assumptions
Significant actuarial assumption (in the form of weighted averages) is as follows:
As of March 31, 2024
As of March 31, 2025
Discount rate
1.2%
1.9%
Sensitivity Analysis
The effects of a 0.5% increase or decrease in the discount rate on the present value of defined benefit obligations as of the end of
the year are as follows:
This analysis assumes that the other variables are constant, but in reality the assumptions do not always change independently.
Negative figures represent a decrease in the present value of defined benefit obligations, while positive figures represent an
increase in the present value of defined benefit obligations.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 165
(In millions of yen)
Changes in assumptions
As of March 31, 2024
As of March 31, 2025
Discount rate
0.5% increase
(3,146)
(2,903)
0.5% decrease
3,319
3,033
Effects on Defined Contribution Plans
Expenses for contributions to the Company’s defined contribution pension plans for the years ended March 31, 2024 and 2025 are
92,642 million yen and 97,179 million yen, respectively, which are recognized as “Cost of sales” and “Selling, general and
administrative expenses,” in the consolidated statement of profit or loss.
Employee Benefit Expenses
The total amounts of employee benefits expense included in “Cost of sales” and “Selling, general and administrative expenses” in
the consolidated statement of profit or loss for the years ended March 31, 2024 and 2025 are 2,093,066 million yen and 2,092,700
million yen, respectively.
18 Equity and Other Equity Items
Number of shares authorized and number of shares issued
Changes in the number of shares authorized and the number of shares issued are as follows:
(Shares)
Number of shares authorized
(No-par value common stock)
Number of shares issued
(No-par value common stock)
As of April 1, 2023
6,000,000,000
1,695,960,030
Changes during the period
2
-
(46,118,081)
As of March 31, 2024
6,000,000,000
1,649,841,949
Changes during the period
3
-
(85,929,800)
As of March 31, 2025
6,000,000,000
1,563,912,149
1
The shares issued by the Company are all no-par value common stock with no restrictions on shareholder rights, and all issued
shares are fully paid up.
2
The decrease in the number of shares issued in the year ended March 31, 2024 was due to the retirement of 46,118,081 shares of
treasury stock based on the resolution of a Board of Directors meeting held on March 19, 2024.
3
The decrease in the number of shares issued in the year ended March 31, 2025 was due to the retirement of 85,929,800 shares of
treasury stock based on the resolution of a Board of Directors meeting held on March 12, 2025.
Treasury Stock
The treasury stock recorded in the consolidated statement of financial position includes shares of Recruit Holdings held by the BIP
Trust and the ESOP Trust.
The breakdown of and changes in treasury stock are as follows:
(Shares)
Treasury stock held directly by
Recruit Holdings
Shares of Recruit Holdings
held by the BIP Trust and the
ESOP Trust
Total
As of April 1, 2023
49,041,017
67,803,787
116,844,804
Changes during the period
1
1,372,087
(13,015,770)
(11,643,683)
As of March 31, 2024
50,413,104
54,788,017
105,201,121
Changes during the period
2
5,995,277
(13,999,836)
(8,004,559)
Contributions to the trusts
(20,000,000)
20,000,000
-
As of March 31, 2025
36,408,381
60,788,181
97,196,562
1
Changes in the number of shares of treasury stock held directly by Recruit Holdings for the year ended March 31, 2024 resulted
mainly from the increase of 18,827,759 shares from the purchase of treasury stock based on the resolution at the meeting of the
Board of Directors held on May 17, 2023, the increase of 10,580,722 shares from the purchase of treasury stock based on the
resolution at the meeting of the Board of Directors held on October 2, 2023, the increase of 18,109,600 shares from the purchase
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 166
of treasury stock based on the resolution at the meeting of the Board of Directors held on December 13, 2023, and the decrease
of 46,118,081 shares from the retirement of treasury stock based on the resolution at the meeting of the Board of Directors held on
March 19, 2024. Changes in the number of shares of Recruit Holdings held by the BIP Trust and the ESOP Trust for the year
ended March 31, 2024 resulted from the increase of 792,000 shares from the purchase of the shares of Recruit Holdings by such
trusts and the decrease of 13,807,770 shares from the sale and delivery of the shares of Recruit Holdings by such trusts.
2 Changes in the number of shares of treasury stock held directly by Recruit Holdings for the year ended March 31, 2025 resulted
mainly from the increase of 12,697,600 shares from the purchase of treasury stock based on the resolution at the meeting of the
Board of Directors held on December 13, 2023, the increase of 64,634,700 shares from the purchase of treasury stock based on
the resolution at the meeting of the Board of Directors held on July 9, 2024, the increase of 14,608,700 shares from the purchase
of treasury stock based on the resolution at the meeting of the Board of Directors held on February 28, 2025, and the decrease of
85,929,800 shares from the retirement of treasury stock based on the resolution at the meeting of the Board of Directors held on
March 12, 2025. Changes in the number of shares of Recruit Holdings held by the BIP Trust and the ESOP Trust for the year
ended March 31, 2025 resulted from the increase of 500,000 shares from the purchase of the shares of Recruit Holdings by such
trusts and the decrease of 14,499,836 shares from the sale and delivery of the shares of Recruit Holdings by such trusts.
The breakdown of the carrying amount of treasury stock recorded in the consolidated statement of financial position is as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Treasury stock held directly by
Recruit Holdings
214,070
280,932
Shares of Recruit Holdings held by
the BIP Trust and the ESOP Trust
192,979
234,430
Total
407,049
515,363
Share Premium
The Companies Act of Japan prescribes that at least one-half of the consideration received on the issuance of shares must be
recognized as common stock and the remaining amount must be recognized as legal capital surplus, which is included in share
premium. Legal capital surplus may be reclassified to common stock by resolution at the Shareholders Meeting. If the ending
balance of capital surplus becomes negative, funds from retained earnings are transferred to bring the capital surplus to zero.
Retained Earnings
The Companies Act of Japan prescribes that 10% of the amount of dividends from distributable profits must be set aside as legal
capital surplus or legal retained earnings until the total amount of legal capital surplus and legal retained earnings reaches 25% of
the amount of common stock. Legal retained earnings may be utilized to reduce a deficit or be reversed to retained earnings by
resolution at the Shareholders Meeting.
19 Dividends
The amounts of dividends paid are as follows:
For the Year Ended March 31, 2024
Resolution
Type of shares
Total amount of
dividends
(In millions of yen)
Dividend
per share
(In Yen)
Record date
Effective date
May 15, 2023
Meeting of the Board
of Directors
1
Common stock
18,116
11.0
March 31, 2023
June 27, 2023
November 8, 2023
Meeting of the Board
of Directors
2
Common stock
18,723
11.5
September 30, 2023
December 11,
2023
1
The total amount of dividends includes dividends of 745 million yen on the shares of Recruit Holdings held by the BIP Trust and the
ESOP Trust.
2
The total amount of dividends includes dividends of 715 million yen on the shares of Recruit Holdings held by the BIP Trust and the
ESOP Trust.
For the Year Ended March 31, 2025
Resolution
Type of shares
Total amount of
dividends
(In millions of yen)
Dividend
per share
(In Yen)
Record date
Effective date
May 15, 2024
Meeting of the Board
Common stock
18,393
11.5
March 31, 2024
June 21, 2024
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 167
of Directors
1
November 11, 2024
Meeting of the Board
of Directors
2
Common stock
18,696
12.0
September 30, 2024
December 9, 2024
1
The total amount of dividends includes dividends of 630 million yen on the shares of Recruit Holdings held by the BIP Trust and the
ESOP Trust.
2
The total amount of dividends includes dividends of 817 million yen on the shares of Recruit Holdings held by the BIP Trust and the
ESOP Trust.
Dividend whose record date is in the year ended March 31, 2025 but whose effective date is in the following fiscal year is as follows:
Resolution
Type of shares
Total amount of
dividends
(In millions of yen)
Dividend
per share
(In Yen)
Record date
Effective date
May 9, 2025
Meeting of the Board of
Directors
1
Common stock
18,330
12.0
March 31, 2025
June 27, 2025
1
The total amount of dividends includes dividends of 729 million yen on the shares of Recruit Holdings held by the BIP Trust and the
ESOP Trust.
20 Revenue
Reconciliation of Disaggregated Revenue to Segment Revenue
The reconciliation of revenue disaggregated by major goods/services and operating segments is as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
HR Technology
1,011,820
1,126,565
US
699,420
745,650
Europe and Others
239,644
261,936
Japan
72,754
118,978
Matching & Solutions
807,842
816,013
HR Solutions
305,019
275,383
Marketing Solutions
492,436
529,592
Other and Elimination
10,386
11,037
Staffing
1,634,239
1,666,994
Japan
751,626
805,164
Europe, US and Australia
882,612
861,829
Adjustments
(37,409)
(52,095)
Total
3,416,492
3,557,478
Considering the strategic importance of the Japan region in HR Technology, the revenue of the business is disaggregated and
presented in three regions: US, Europe and Others, and Japan from the fiscal year ended March 31, 2025.
The Company has three reportable segments, HR Technology, Matching & Solutions, and Staffing, whose operating results are
reviewed regularly by the Board of Directors to decide on the allocation of operating resources and to assess business performance.
Revenues from these businesses are recognized based on contracts with customers. The amount of variable consideration included
in revenue is immaterial. Furthermore, the amount of promised consideration does not include any significant financing components.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 168
HR Technology
The Company receives consideration from customers by providing services which enable job seekers to search for opportunities
and customers to find candidates by operating an online matching and hiring platform. Revenue is recognized when the
performance obligation is satisfied, which is when an individual user accesses the customer’s job information through a paid
advertisement placed by the customer on the online job search engine site.
Matching & Solutions: HR Solutions
The Company provides employment matching services where it introduces job seekers considering a career change to customers
recruiting mid-career professionals, by determining the requirements for successful candidates and then selecting candidates whose
work experience, skills and intention meet those requirements. The Company receives referral fees from the customer when the
referred job seeker is employed and recognizes revenue at the time of employment. Regarding employment placement services, the
Company has an obligation to provide individual employment arrangement services based on a contract. Since the performance
obligation is satisfied at the time of employment, revenue is recognized at that point of time.
The Company also receives advertising fees from customers who are recruiting new graduates or mid-career professionals by
supporting the entire process from recruitment to employment through advertisement placements on its websites and printed media.
For online advertisement placement services, regarding advertisement-related services with a guaranteed placement period, the
Company has an obligation to place an advertisement over a period specified in a contract. Since the performance obligation is
satisfied over time, revenue is recognized over the contract duration on a straight-line basis.
For advertisement placement services in printed media, the Company provides advertisement-related services without a definite
placement period to customers based on a contract, under which it is obliged to place an advertisement on a specific page of a
printed media. Accordingly, the Company considers the performance obligation to be satisfied at the issuance date of the printed
media, and revenue is recognized when the media containing the advertisement are displayed at stores and are available for
purchase or browsing by consumers, or when they are delivered to subscribers.
Matching & Solutions: Marketing Solutions
The Company receives advertising fees from customers by providing housing, beauty, travel, bridal and dining related information
through its websites and printed media to prospective users of the services or purchasers of the products. For online advertisement
placement services, regarding advertisement-related services with a guaranteed placement period, the Company has an obligation
to place an advertisement over a period specified in a contract. Since the performance obligation is satisfied over time, revenue is
recognized over the contract duration on a straight-line basis.
For advertisement placement services in printed media, the Company provides advertisement-related services without a definite
placement period to customers based on a contract, under which it is obliged to place an advertisement on a specific page of a
printed media. Accordingly, the Company considers the performance obligation to be satisfied at the issuance date of the printed
media, and revenue is recognized when the media containing the advertisement are displayed at stores and are available for
purchase or browsing by consumers, or when they are delivered to subscribers.
Staffing
The Company provides staffing services for clerical jobs, manufacturing jobs and light duty works, as well as various specialist
positions to customers. For staffing services, the Company has an obligation to provide personnel based on a contract. The
Company considers the performance obligation to be satisfied when labor is provided by the temporary employee. Accordingly,
revenue is recognized based on the total number of hours worked by the temporary employee during their dispatched period.
Contract Balances
The details of receivables (accounts receivable - trade) arising from contracts with customers are described in “7 Trade and Other
Receivables,” contract assets and contract liabilities arising from contracts with customers are described in “9 Other Assets” and “15
Other Liabilities,” respectively.
Transaction Price Allocated to the Remaining Performance Obligations
The Company does not disclose information on contracts with an individual expected contract duration of one year or less or contracts
for which revenue is recognized in the amount to which the Company has a right to invoice directly based on the value of the services
performed. The Company has no significant transactions with an individual expected contract duration exceeding one year.
Assets Recognized for Costs of Obtaining or Fulfilling Contracts with Customers
The amount of assets recognized for costs of obtaining or fulfilling contracts with customers in the years ended March 31, 2024 and
2025 are not material.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 169
21 Selling, General and Administrative Expenses
The breakdown of selling, general and administrative expenses is as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Sales commission
32,851
26,444
Promotion expenses
76,705
70,120
Advertising expenses
212,217
247,209
Employee benefit expenses
727,501
750,175
Service outsourcing expenses
235,957
235,354
Rent expenses
29,484
31,614
Depreciation and amortization
112,449
103,834
Other
94,187
93,899
Total
1,521,355
1,558,654
22 Other Operating Expenses
The breakdown of other operating expenses is as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Impairment losses
1
37,592
17,303
Restructuring expenses
2
6,716
16,299
Loss on retirement of property and equipment
and intangible assets
1,683
1,040
Other
2,044
5,190
Total
48,036
39,834
1 Includes impairment losses of 16,057 million yen on right-of-use assets and property and equipment in connection with the
integration of offices in HR Technology, impairment losses of 13,213 million yen on software and other assets in connection with
the decline in profitability of certain cash-generating units in Matching & Solutions, and impairment losses of 7,596 million yen on
goodwill in connection with the decline in profitability of certain cash-generating units in Staffing for the year ended March 31,
2024.
2 Includes employee benefit expenses of 13,517 million yen on headcount reduction of approximately 1,000 employees, representing
about 8% of segment employees in HR Technology for the year ended March 31, 2025.
23 Finance Income
The breakdown of finance income is as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Interest income
1
39,997
31,272
Foreign exchange gains
14,470
22,683
Other
1,462
2,081
Total
55,930
56,037
1 Interest income is primarily derived from financial assets measured at amortized cost.
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Financial Information | 170
24 Other Comprehensive Income
The breakdown of other comprehensive income and the tax effects thereof (including non-controlling interests) are as follows:
(In millions of yen)
Category
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Before
tax effects
Tax effects
After
tax effects
Before
tax effects
Tax effects
After
tax effects
Items that will not be
reclassified to profit or loss:
Net change in equity
instruments measured at fair
value through other
comprehensive income
Amount recognized
7,435
(2,038)
5,396
(24,780)
7,430
(17,350)
Changes during the year
7,435
(2,038)
5,396
(24,780)
7,430
(17,350)
Remeasurements of defined
retirement benefit plans
Amount recognized
(2,447)
743
(1,704)
2,996
(933)
2,063
Changes during the year
(2,447)
743
(1,704)
2,996
(933)
2,063
Share of other
comprehensive income of
associates and joint
ventures
Amount recognized
126
-
126
(2,310)
-
(2,310)
Changes during the year
126
-
126
(2,310)
-
(2,310)
Items that may be
reclassified subsequently to
profit or loss:
Exchange differences on
translation of foreign
operations
Amount recognized
199,957
-
199,957
(7,418)
-
(7,418)
Reclassification adjustment
on profit
(2,912)
-
(2,912)
-
-
-
Changes during the year
197,045
-
197,045
(7,418)
-
(7,418)
Effective portion of the
change in the fair value of
cash flow hedges
Amount recognized
624
(192)
431
-
-
-
Reclassification adjustment
on profit
(713)
218
(495)
-
-
-
Changes during the year
(89)
25
(63)
-
-
-
Net change in debt
instruments measured at fair
value through other
comprehensive income
Amount recognized
-
-
-
(12)
3
(9)
Reclassification adjustment
on profit
-
-
-
-
-
-
Changes during the year
-
-
-
(12)
3
(9)
Total other comprehensive
income (loss)
202,070
(1,269)
200,801
(31,525)
6,499
(25,025)
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 171
25 Per Share Information
The amount of basic earnings per share and the basis for its calculation are as follows:
(In millions of yen, unless otherwise stated)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Basic earnings per share (Yen)
225.99
271.44
Basis for calculation:
Profit attributable to owners of the parent
353,654
408,504
Amount not attributable to common shareholders
of the parent
-
-
Profit used in the calculation of basic earnings per
share
353,654
408,504
Weighted average number of shares of common
stock outstanding (Thousand shares)
1,564,947
1,504,932
The amount of diluted earnings per share and the basis for its calculation are as follows:
(In millions of yen, unless otherwise stated)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Diluted earnings per share (Yen)
222.90
268.32
Basis for calculation:
Profit used in the calculation of diluted earnings per
share
Profit used in the calculation of basic earnings per
share
353,654
408,504
Adjustment on profit
-
-
Profit used in the calculation of diluted earnings
per share
353,654
408,504
Weighted average number of shares of common
stock outstanding used in the calculation of diluted
earnings per share
Weighted average number of shares of common
stock outstanding used in the calculation of basic
earnings per share (Thousand shares)
1,564,947
1,504,932
Effect of dilutive potential common stock
(Thousand shares)
Stock options
956
1,765
Board Incentive Plan (“BIP”) Trust
2,420
2,848
Employee Stock Ownership Plan (“ESOP”) Trust
18,252
12,913
Weighted average number of shares of common
stock outstanding used in the calculation of
diluted earnings per share (Thousand shares)
1,586,576
1,522,460
26 Equity Compensation
Stock Options
Overview
The Company has a stock option plan under which stock options are granted to Directors of the Board, Senior Vice Presidents,
Corporate Professional Officers (Senior Vice Presidents and Corporate Professional Officers are collectively referred to as “Senior
Management”) and senior level personnel of Recruit Holdings.
Stock options are granted to target individuals as resolved by the Board of Directors of Recruit Holdings based on terms approved
by its Shareholders Meeting.
The Company’s stock option plan is accounted for as an equity-settled share-based payment.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 172
The Company implemented a ten-for-one stock split of its common stock effective July 31, 2014 and a three-for-one stock split of its
common stock effective July 1, 2017. Number of shares granted for stock options presented in each fiscal year is adjusted to reflect
these stock splits.
Equity compensation agreements outstanding as of the year ended March 31, 2025 are as follows:
Type
For the
Year
Ended
March 31,
2014
For the
Year
Ended
March 31,
2015
For the
Year
Ended
March 31,
2016
For the
Year
Ended
March 31,
2020
For the
Year
Ended
March 31,
2021
For the
Year
Ended
March 31,
2022
For the
Year
Ended
March 31,
2023
For the
Year
Ended
March 31,
2024
For the
Year
Ended
March 31,
2025
Grant date
August
31, 2013
December
26, 2014
September
25, 2015
July 31,
2019
July 27,
2020
July 29,
2021
July 25,
2022
July 26,
2023
July 24,
2024
Number of
shares
granted
1,002,000
shares of
common
stock
876,000
shares of
common
stock
967,800
shares of
common
stock
434,900
shares of
common
stock
282,100
shares of
common
stock
720,800
shares of
common
stock
504,400
shares of
common
stock
460,200
shares of
common
stock
252,500
shares of
common
stock
Contractual
life
20 years
20 years
20 years
10 years
10 years
10 years
10 years
10 years
10 years
Method of
settlement
Equity
Equity
Equity
Equity
Equity
Equity
Equity
Equity
Equity
Vesting
conditions
-
-
-
(Note 1)
(Note 1)
(Note 1)
(Note 1)
(Note 1)
(Note 1)
Exercise
period
From
September
1, 2013
to
August
31, 2033
2, 3
From
December
27, 2014
to
December
26, 2034
2, 3
From
September
26, 2015
to
September
25, 2035
2, 3
From
July 31,
2019 to
July 30,
2029
2, 4
From
July 27,
2020 to
July 26,
2030
2, 4
From
April 1,
2022 to
July 28,
2031
2, 4
From
April 1,
2023 to
July 24,
2032
2, 4
From
April 1,
2024 to
July 25,
2033
2, 4
From
April 1,
2025 to
July 23,
2034
2, 4
1
In principle, vesting conditions require continuous service until the vesting date, and stock options are vested in stages depending
on the service period starting from the grant date.
2
The exercise period is specified in the allotment agreement. If stock options are not exercised within the exercise period, the stock
acquisition rights are forfeited.
3
The stock option holders may exercise their options only within 10 days from the date on which they cease to be Directors of the
Board or Senior Management during the exercise period.
4
The stock option holders, when they cease to be Directors of the Board, Senior Management, or senior level personnel during the
exercise period, may exercise their options only for the period up to the earlier of the day that is the last day of the exercise period
of the stock options or three years from the date on which they cease to be Directors of the Board, Senior Management, or senior
level personnel.
Estimation Method for Fair Value of Unit Price of Stock Options Granted
The fair value of the unit price of the stock options is estimated by applying the Black-Scholes model. The grant date weighted
average fair values of the stock options granted during the years ended March 31, 2024 and 2025 are 1,553 yen and 3,046 yen,
respectively.
The assumptions used in the Black-Scholes model for valuing the stock options granted during the years are as follows:
For the Year Ended March 31, 2024
Vesting period
From July 26, 2023
to April 1, 2024
From July 26, 2023
to April 1, 2025
From July 26, 2023
to April 1, 2026
From July 26, 2023
to April 1, 2027
Remaining life of
options
5.5 years
6.0 years
6.5 years
7.0 years
Share price
4,773 yen
4,773 yen
4,773 yen
4,773 yen
Exercise price
4,773 yen
4,773 yen
4,773 yen
4,773 yen
Volatility
1
38.384%
38.384%
38.384%
38.384%
Dividend per share
22 yen
22 yen
22 yen
22 yen
Risk-free interest rate
0.125%
0.150%
0.184%
0.217%
1
Calculated based on historical daily share prices since going public.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 173
For the Year Ended March 31, 2025
Vesting period
From July 24, 2024
to April 1, 2025
From July 24, 2024
to April 1, 2026
From July 24, 2024
to April 1, 2027
From July 24, 2024
to April 1, 2028
Remaining life of
options
5.5 years
6.0 years
6.5 years
7.0 years
Share price
8,937 yen
8,937 yen
8,937 yen
8,937 yen
Exercise price
8,937 yen
8,937 yen
8,937 yen
8,937 yen
Volatility
1
37.968%
37.968%
37.968%
37.968%
Dividend per share
23 yen
23 yen
23 yen
23 yen
Risk-free interest rate
0.644%
0.664%
0.715%
0.765%
1
Calculated based on historical daily share prices since going public.
Share-based Payment Expenses
Expenses for the stock option plan, which are included within “Selling, general and administrative expenses” in the consolidated
statement of profit or loss, for the years ended March 31, 2024 and 2025 are 785 million yen and 938 million yen, respectively.
Changes in the Number of Stock Options and Weighted Average Exercise Prices thereof
The weighted average share prices upon exercise of stock options during the year are 6,045 yen and 11,385 yen for the years
ended March 31, 2024 and 2025, respectively. The weighted average remaining contractual lives as of March 31, 2024 and 2025
were 8.4 years and 7.5 years, respectively.
Changes in the number of stock options and weighted average exercise prices thereof are as follows:
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Number of
options
(Shares)
Weighted average
exercise price
(Yen)
Number of
options
(Shares)
Weighted average
exercise price
(Yen)
Outstanding at the
beginning of the year
2,592,600
3,413.84
2,941,100
3,591.43
Granted
460,200
4,773.00
252,500
8,937.00
Exercised
28,200
3,649.91
16,300
5,762.00
Forfeited
83,500
4,569.90
-
-
Expired at maturity
-
-
-
-
Outstanding at the
end of the period
2,941,100
3,591.43
3,177,300
4,005.10
Outstanding and
exercisable at the end
of the period
1,724,200
2,560.13
2,140,400
3,048.60
Board Incentive Plan Trust
Overview of the Board Incentive Plan Trust
The Company has introduced an equity compensation plan using an equity-settled Board Incentive Plan Trust as an incentive plan
for the Directors of the Board and Senior Management of Recruit Holdings and its subsidiaries.
The plan is implemented as a long-term incentive plan for the Directors and Senior Management, and is intended to motivate them
to improve the Company’s business performance and increase its enterprise value over the mid- to long-term, by clarifying and
strengthening the interrelation between their compensation and shareholder value. In the plan, the Directors and Senior
Management are granted the Recruit Holdings’ shares or receive the monetary equivalent value of such shares according to their
ranks or the level of attainment of performance targets when linked to business performances.
The plan is accounted for as an equity-settled share-based payment.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 174
Share-based Payment Expenses
Expenses for the Board Incentive Plan Trust, which are included within “Selling, general and administrative expenses” in the
consolidated statement of profit or loss, for the years ended March 31, 2024 and 2025 are 1,771 million yen and 2,473 million yen,
respectively.
Method for Measurement of Fair Value of the Recruit Holdings’ Shares Granted during the Year
Based on the Board Incentive Plan Trust
The weighted average fair value of the Recruit Holdings’ shares granted during the year is determined based on the following
preconditions:
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Number of shares granted (Shares)
488,932
343,358
Weighted average fair value (Yen)
1
4,548
8,003
Vesting conditions
(Note 2)
(Note 2)
1
For shares granted, the fair values are measured based on observable market prices.
2
In principle, vesting conditions require continuous service until the vesting date.
Equity-settled Employee Stock Ownership Plan Trust
Overview of the Equity-settled Employee Stock Ownership Plan Trust
The Company has introduced an equity-based incentive plan using an equity-settled Employee Stock Ownership Plan Trust as an
incentive plan for employees of its subsidiaries.
The plan is implemented as a long-term incentive plan for the employees and is intended to motivate them to improve the
Company’s business performance and increase its enterprise value over the mid- to long-term, by clarifying and strengthening the
interrelation between their compensation and shareholder value. In the plan, the employees are granted the Recruit Holdings’
shares or receive the monetary equivalent value of such shares according to the vesting period.
This plan is accounted for as an equity-settled share-based payment.
Share-based Payment Expenses
Expenses for the Employee Stock Ownership Plan Trust, which are included within “Selling, general and administrative expenses” in
the consolidated statement of profit or loss, for the years ended March 31, 2024 and 2025 are 76,810 million yen and 77,017 million
yen, respectively.
Method for Measurement of Fair Value of the Recruit Holdings’ Shares Granted during the Year
Based on Equity-settled Employee Stock Ownership Plan Trust
The weighted average fair value of the Recruit Holdings’ shares granted during the year is determined based on the following
preconditions:
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Number of shares granted (Shares)
11,524,562
16,120,360
Weighted average fair value (Yen)
1
4,305
7,295
Vesting conditions
(Note 2)
(Note 2)
1
For shares granted, the fair values are measured based on observable market prices. Expected dividends are incorporated into the
measurement of fair value.
2
In principle, vesting conditions require continuous service until the vesting date.
27 Financial Instruments
Capital Management
Details of capital management are as presented in “Capital Resources and Liquidity” in “Management’s Discussion and Analysis of
Financial Position, Results of Operations, and Cash Flows.”
Financial Risk Management
In the course of conducting its business activities, the Company is exposed to financial risks (credit risk, liquidity risk, foreign
currency risk, interest rate risk, and price risk). The Company monitors these financial risks in order to avoid or reduce the risks as
necessary. The Company uses derivative transactions to hedge foreign currency risk and interest rate risk, and not for speculative
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 175
purposes.
Credit Risk Management
The Company’s trade receivables such as notes and accounts receivable - trade are exposed to customer credit risk. The Company
reviews new clients to understand and mitigate at an early stage the potential uncollectability of receivables due to deterioration in
their financial conditions. Regarding trade receivables, the Company manages the due dates and balances of each client and also
monitors the financial condition of major clients on a regular basis.
The Company limits its fund management and derivative transactions to transactions with financial institutions with high credit
ratings and management of bonds in accordance with internal policies. Furthermore, the Company establishes credit limits for each
counterparty, and does not have credit risks that are excessively concentrated on a particular counterparty. Asides from guarantee
obligations, the Company’s maximum exposure to credit risk is the carrying amount of the financial assets presented in the
consolidated statement of financial position after impairment.
Reconciliation of Loss Allowance
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Beginning balance
12,075
10,722
Increase
9,661
9,386
Decrease (utilization)
(9,964)
(8,286)
Decrease (reversal)
(2,289)
(1,676)
Other
1,238
(70)
Ending balance
10,722
10,075
Assessment of Credit Risk Exposure
Trade and other receivables
The Company is not exposed to credit risk that is excessively concentrated in any single counterparty or group to which it belongs.
Liquidity Risk Management
The Company manages its liquidity risk by preparing and updating a cash management plan at each subsidiary level, ensuring
liquidity is available based on estimated revenue and expenditures, and realizing group financing through a cash-pooling system. In
addition, the Company has entered into commitment line contracts with financial institutions to further prepare for liquidity risk.
Financial liabilities by maturity are as follows. Contractual cash flows are presented as undiscounted cash flows including interest
payments.
As of March 31, 2024
(In millions of yen)
Carrying amount
Contractual cash
flows
1 year
or less
Over 1 year
through
5 years
Over
5 years
(Financial liabilities other
than derivatives)
Trade and other
payables
359,856
359,856
359,856
-
-
Borrowings
1,394
1,543
409
72
1,061
Lease liabilities
219,736
235,946
46,831
127,455
61,659
(Derivatives)
Derivative liabilities
1
-
-
-
-
-
Total
580,988
597,346
407,098
127,528
62,720
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 176
As of March 31, 2025
(In millions of yen)
Carrying amount
Contractual cash
flows
1 year
or less
Over 1 year
through
5 years
Over
5 years
(Financial liabilities other
than derivatives)
Trade and other
payables
377,543
377,543
377,543
-
-
Borrowings
1,011
1,150
16
65
1,069
Lease liabilities
207,930
228,235
47,411
117,031
63,792
(Derivatives)
Derivative liabilities
1
4,876
4,876
4,876
-
-
Total
591,362
611,806
429,847
117,096
64,861
1
The period in which cash flows are expected to be generated and the period in which those cash flows affect profit or loss are
estimated to be almost simultaneous.
Foreign Currency Risk
Foreign Currency Risk Management
The Company is exposed to the risk of rapid fluctuation of foreign exchange rates. For certain foreign currency-denominated
receivables and payables, the foreign currency fluctuation risk is hedged on an individual basis.
Foreign Currency Sensitivity Analysis
The effect of a 1% strengthening of Japanese yen against the US dollar on profit before tax of the Company in each reporting period
is as follows. Currencies other than the one used in the analysis are assumed to be constant. In addition, this analysis does not
include the effects of translating financial instruments denominated in the functional currency as well as the assets and liabilities of
foreign operations into Japanese yen.
A 1% weakening of Japanese yen against the US dollar on profit before tax of the Company will have an opposite effect by the
same amount as shown in the following table.
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Profit before tax
US dollar
(0)
86
Interest Rate Risk
Interest Rate Risk Management
When the interest rate on interest-bearing debt is variable, interest rate swaps are used to fix a portion of or the entire interest
expense. For this reason, the impact of changes in interest paid on the Company’s profit before tax is minimal. 
Price Risk
Price Risk Management
The Company is exposed to market price fluctuation risk associated with equity instruments. Equity instruments are managed by
regularly monitoring the market prices and financial condition of issuers and, on an ongoing basis, evaluating the holding status in
light of the relationship with issuers.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 177
Price Sensitivity Analysis
Assuming that the fair values of all equity instruments with active markets decrease by 10% at the end of each fiscal year, the
effects on other comprehensive income (before tax effects) are as follows:
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Other comprehensive income
(before tax effects)
(9,209)
(6,415)
Derivatives and Hedge Accounting
Risk Management Policies
The Company uses derivatives to hedge foreign currency risk and interest rate risk. Derivatives are limited to transactions with
actual demand and not entered into for speculative purposes. Where natural hedges cannot be used against market risk, the
Company applies hedge accounting by designating such derivatives as hedges based on the risk management policies.
To mitigate interest rate risk and foreign currency risk arising from business operations, cash flow hedges are applied. The Company
generally assesses qualitatively whether the critical terms for the hedged item and the hedging instrument are matched or closely
aligned, or quantitatively whether changes in the values of the hedged item and the hedging instrument have an offsetting
relationship on the same risk in order to confirm the economic relationship between the hedged item and the hedging instrument.
For a hedging relationship in which ineffectiveness is expected to occur, the amount of the ineffectiveness is determined using a
quantitative method. The Company implements highly effective hedges, and the amount of hedge ineffectiveness is not material.
Derivatives subject to hedge accounting are managed under the risk management policies, and part or all of the risk is hedged.
Effects of Applying Hedge Accounting on the Consolidated Statement of Profit or Loss and the
Consolidated Statement of Comprehensive Income
(In millions of yen)
For the Year Ended March 31, 2024
For the Year Ended March 31, 2025
Gain (loss) on hedge
recognized in cash flow
hedge reserves
Amount reclassified
from cash flow hedge
reserves to profit or loss
Gain (loss) on hedge
recognized in cash flow
hedge reserves
Amount reclassified
from cash flow hedge
reserves to profit or loss
Interest rate risk
(0)
(0)
-
-
Interest rate risk/
Foreign currency risk
431
(494)
-
-
Total
431
(495)
-
-
The amount reclassified from cash flow hedge reserves to profit or loss is recorded within “Finance income” or “Finance costs” in the
consolidated statement of profit or loss.
28 Fair Value Measurement
Method of Fair Value Measurement
Assets
Since cash and cash equivalents, and trade and other receivables are settled within a short period of time, their carrying amounts
approximate their fair values. The fair value of other financial assets other than the following are determined by discounting the
future cash flows to their present value by using an interest rate that reflects the remaining term and credit risk of the asset, and
their carrying amounts approximate their fair value.
Equity Instruments and Debt Instruments
The fair value of financial instruments included in equity instruments and debt instruments for which active markets exist is
determined based on market prices. The fair value of stocks included in equity instruments and debt instruments for which active
markets do not exist is assessed mainly based on transaction prices in the latest arm’s length transactions or by the discounted
cash flow method.
Derivative Assets
The fair value of derivative assets is determined mainly based on prices presented by financial institutions.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 178
Liabilities
Since trade and other payables, and short-term borrowings are settled within a short period of time, their carrying amounts
approximate their fair values. The fair value of long-term borrowings is determined by discounting the future cash flows to the
present value by using an interest rate that would be applied to new similar borrowings. The fair value of other financial liabilities
other than the following are determined by discounting the future cash flows to the present value by using an interest rate that
reflects the remaining term and credit risk of the liability, and their carrying amounts approximate their fair values.
Derivative Liabilities
The fair value of derivative liabilities is determined mainly based on prices presented by financial institutions.
Fair Value Hierarchy
Fair value measurements in the Company are categorized, depending on their observability in the market, into three different levels
which are defined as follows:
Level 1: Fair value measured at quoted prices in active markets
Level 2: Fair value determined, either directly or indirectly, by using observable prices other than Level 1
Level 3: Fair value determined using valuation techniques based on significant unobservable inputs
When more than one input is used to measure the fair value, the level of the fair value is determined based on the lowest level input
that is significant to the measurement of the overall fair value.
There were no significant transfers between Level 1, Level 2 and Level 3 during the years ended March 31, 2024 and 2025. The
Company recognizes transfers between the levels of the hierarchy at the end of the reporting period during which the event causing
the transfer occurred.
The Breakdown by Level of Financial Assets and Financial Liabilities Measured at Fair Value on a
Recurring Basis
The breakdown by level of the fair value hierarchy of financial instruments is as follows:
As of March 31, 2024
(In millions of yen)
Carrying amount
Level 1
Level 2
Level 3
Financial assets
Equity instruments
175,977
92,092
-
83,884
Debt instruments
9,114
-
-
9,114
Derivative assets
904
-
855
48
Total
185,996
92,092
855
93,048
Financial liabilities
Derivative liabilities
-
-
-
-
Total
-
-
-
-
As of March 31, 2025
(In millions of yen)
Carrying amount
Level 1
Level 2
Level 3
Financial assets
Equity instruments
124,401
64,154
-
60,246
Debt instruments
19,398
15,181
-
4,216
Derivative assets
352
-
-
352
Total
144,152
79,335
-
64,816
Financial liabilities
Derivative liabilities
4,876
-
4,876
-
Total
4,876
-
4,876
-
Equity instruments categorized within Level 1 include stocks for which active markets exist. Debt instruments include foreign bonds.
Equity instruments categorized within Level 3 include unlisted stocks for which active markets do not exist. Debt instruments include
convertible bonds for which active markets do not exist.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 179
Reconciliation from the beginning balance to the ending balance of financial assets and financial liabilities categorized within Level 3
of the fair value hierarchy is as follows:
As of March 31, 2024
(In millions of yen)
Equity instruments
Debt instruments
Derivative assets
(liabilities)
Beginning balance
87,414
30,426
-
Profit or loss
1
-
(21,311)
47
Other comprehensive income
2
(5,326)
-
-
Purchase
1,345
-
-
Sale
(474)
-
-
Other
925
-
1
Ending balance
83,884
9,114
48
Total unrealized profit or loss
recognized as profit or loss for financial
assets held as of March 31, 2024
-
(21,311)
47
As of March 31, 2025
(In millions of yen)
Equity instruments
Debt instruments
Derivative assets
(liabilities)
Beginning balance
83,884
9,114
48
Profit or loss
1
-
(4,898)
290
Other comprehensive income
2
(22,821)
-
-
Purchase
522
-
-
Sale
(320)
-
-
Other
(1,018)
-
13
Ending balance
60,246
4,216
352
Total unrealized profit or loss
recognized as profit or loss for financial
assets held as of March 31, 2025
-
(4,898)
290
1 Related to financial assets measured at fair value through profit or loss and is included in “Finance income” and “Finance costs” in
the consolidated statement of profit or loss.
2 Related to financial assets measured at fair value through other comprehensive income and is included in “Net change in equity
instruments measured at fair value through other comprehensive income” in the consolidated statement of comprehensive
income.
Financial Assets and Financial Liabilities Measured at Amortized Cost
The Company does not disclose information on the carrying amount and fair value of financial assets and financial liabilities
measured at amortized cost as they approximate each other.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 180
29 Cash Flow Information
Reconciliation of Liabilities from Financing Activities
Changes in liabilities from financing activities are as follows:
(In millions of yen)
Borrowings
Bonds
Lease liabilities
Total
Balance as of
April 1, 2023
15,283
19,991
219,680
254,954
Cash movements
(12,561)
(20,000)
(46,802)
(79,363)
Changes due to
new leases,
contract
modifications
-
-
29,299
29,299
Effects of changes
in foreign
exchange rates
(1,182)
-
17,560
16,377
Other
(144)
8
-
(136)
Balance as of
March 31, 2024
1,394
-
219,736
221,131
Cash movements
(372)
-
(44,547)
(44,920)
Changes due to
new leases,
contract
modifications
-
-
34,192
34,192
Effects of changes
in foreign
exchange rates
(9)
-
(1,451)
(1,461)
Other
-
-
-
-
Balance as of
March 31, 2025
1,011
-
207,930
208,942
1 Cash movements in “Borrowings” represent the net amount of “Proceeds from long-term borrowings,” “Net increase (decrease) in
short-term borrowings” included in “Other,” and “Repayments of long-term borrowings” under cash flows from financing activities
in the consolidated statement of cash flows.
30 Related Party Transactions
Transactions with Related Parties
There are no significant transactions with related parties (except for those eliminated in the consolidated financial statements).
Compensation for Key Management Personnel
Compensation for the Directors of the Board of the Holding Company is as follows:
(In millions of yen)
Type
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Annual Incentive
889
981
Share-based payments
1,348
1,634
Total
2,237
2,615
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 181
31 Major Subsidiaries
Major subsidiaries of the Holding Company are as follows:
Name
Reportable Segment
Ratio of voting rights held (%)
RGF OHR USA, INC.
HR Technology
100.0
Indeed, Inc.
HR Technology
100.0
Glassdoor LLC
HR Technology
100.0
Recruit Co., Ltd.
Matching & Solutions
100.0
RGF Staffing B.V.
Staffing
100.0
Recruit Staffing Co., Ltd.
Staffing
100.0
Staff Service Holdings CO., LTD.
Staffing
100.0
RGF Staffing France SAS
Staffing
100.0
RGF Staffing Germany GmbH
Staffing
100.0
RGF Staffing the Netherlands B.V.
Staffing
100.0
RGF Staffing UK Limited
Staffing
100.0
Unique NV
Staffing
100.0
Staffmark Group, LLC
Staffing
100.0
The CSI Companies, Inc.
Staffing
100.0
Chandler Macleod Group Limited
Staffing
100.0
Peoplebank Hong Kong Ltd.
Staffing
100.0
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 182
32 Subsequent Events
Changes in Reportable Segment
The Company has three operating segments by type of business, HR Technology, Matching & Solutions, and Staffing, which are
also reportable segments. Starting from the fiscal year ending March 31, 2026, in order to accelerate the progress of the Company’s
business strategy, "Simplify Hiring," HR Technology and the HR Solutions business of Matching & Solutions will be integrated and
operated together under HR Technology.
Due to this change in the governance structure, the Company has transferred its HR Solutions business, previously included in
Matching & Solutions, into HR Technology, effective April 1, 2025. Matching & Solutions, which was previously composed of two
business areas, HR Solutions and Marketing Solutions, will consist solely of Marketing Solutions following this change. Furthermore,
from the fiscal year ending March 31, 2026, the segment name of Matching & Solutions will be changed to Marketing Matching
Technologies.
Information on reportable segments and the relationship between the disaggregated revenue and segment revenue for the fiscal
year ended March 31, 2025, based on the changed reportable segments is as follows:
Information on reportable segments
For the Year Ended March 31, 2025
(In millions of yen)
Reportable Segment
Adjustments
Consolidated
HR
Technology
Staffing
Marketing
Matching
Technologies
Total
Revenue
Revenue from
external
customers
1,368,902
1,641,385
538,662
3,548,949
8,528
3,557,478
Intersegment
revenues or
transfers
3,350
25,608
856
29,815
(29,815)
-
Total
1,372,252
1,666,994
539,518
3,578,765
(21,287)
3,557,478
Segment profit
(loss)
452,818
97,422
137,180
687,421
(8,532)
678,889
Depreciation
and
amortization
1
71,470
Share-based
payment
expenses
80,429
Other operating
income
3,387
Other operating
expenses
39,834
Operating income
490,542
Share of profit
(loss) of
associates and
joint ventures
(8,810)
Finance income
56,037
Finance costs
10,625
Profit before tax
527,143
1 Depreciation and amortization exclude depreciation of right-of-use assets.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 183
Reconciliation of disaggregated revenue to segment revenue
(In millions of yen)
For the Year Ended March 31, 2025
HR Technology
1,372,252
US
745,340
Europe and Others
261,936
Japan
364,975
Staffing
1,666,994
Japan
805,164
Europe, US and Australia
861,829
Marketing Matching Technologies
539,518
Adjustments
(21,287)
Total
3,557,478
Share Repurchase
On February 28, 2025, the Company’s Board of Directors resolved to implement share repurchases of its common stock (the
“Purchases”), pursuant to the provisions of Article 156 of the Companies Act as applied by replacing certain terms pursuant to the
provisions of Article 165, Paragraph 3 of the said Act, and has conducted the Purchases as follows.
Additionally, considering the trends in the stock market, the Board of Directors of the Company resolved to modify the total number
of shares to be purchased on April 25, 2025.
The share repurchase has been completed as of June 18, 2025.
Reasons for the Purchases
The Company’s primary use of capital is to invest in its long-term business strategy in order to achieve sustainable profit growth and
increase enterprise value.
After considering several factors including the ability to make strategic business investments, the current stock price, market
conditions, and the forecast of our financial position, the Company has determined that acquiring its own shares is the best way to
further improve capital efficiency and to maximize shareholder returns. This approach is in line with the Company’s existing capital
allocation policy.
The shares acquired through the Purchases may be used in the future for the delivery of shares upon the exercise of stock
acquisition rights, for stock compensation using the Company’s common stock for employees of the Company, or for strategic M&A
with the Company’s common stock as consideration, as well as may be retired.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 184
Details of the Resolution by the Board of Directors
(Revised sections are underlined )
Before revision
(Resolution by the Board of Directors on
February 28, 2025)
After revision
(Resolution by the Board of Directors on
April 25, 2025)
Type of shares to be repurchased
Common shares of Recruit Holdings
Common shares of Recruit Holdings
Total number of shares to be repurchased
52,000,000 shares (Maximum)
62,000,000 shares (Maximum)
Total purchase price
450,000 million yen (Maximum)
450,000 million yen (Maximum)
Repurchase period
From March 3, 2025 to December 23,
2025
From March 3, 2025 to December 23,
2025
Method of repurchases
(1) Market purchases on Tokyo Stock
Exchange, Inc. through an appointed
securities dealer with transaction
discretion
(2) Purchases through Off-Auction Own
Share Repurchase Trading System
(ToSTNeT-3)
(1) Market purchases on Tokyo Stock
Exchange, Inc. through an appointed
securities dealer with transaction
discretion
(2) Purchases through Off-Auction Own
Share Repurchase Trading System
(ToSTNeT-3)
Details of Common Shares Repurchased on and after April 1, 2025
Type of shares repurchased: Shares of common stock of Recruit Holdings
Total number of shares repurchased: 41,003,800 shares
Total purchase price: 321,629 million yen
Acquisition period: From April 1, 2025 to June 18, 2025 (delivery date basis)
Total Number of Common Shares Repurchased Pursuant to the Board of Directors Resolution
Described Above
Type of shares repurchased: Shares of common stock of Recruit Holdings
Total number of shares repurchased: 55,612,500 shares
Total purchase price: 449,999 million yen
Other
Semi-annual Information for the Year Ended March 31, 2025
(In millions of yen, unless otherwise stated)
Six-month period
Full year
Revenue
1,798,705
3,557,478
Profit before tax
297,053
527,143
Profit attributable to owners of the
parent
222,495
408,504
Basic earnings per share (Yen)
145.64
271.44
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 185
Non-consolidated Financial Statements and Notes
Non-consolidated Financial Statements
Balance Sheet
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Assets
Current assets
Cash and deposits
291,460
173,433
Accounts receivable - trade
*1 59,326
*1 59,727
Prepaid expenses
195
232
Short-term loans receivable
*1 34,886
*1 34,655
Accounts receivable - other
*1 158
*1 76
Other current assets
*1 3,333
*1 407
Allowance for doubtful accounts
(354)
(493)
Total current assets
389,005
268,039
Non-current assets
Property, plant and equipment
Buildings
78
71
Machinery and equipment
1
1
Tools, furniture and fixtures
59
57
Total property, plant and equipment
139
129
Intangible assets
Software
160
134
Other intangible assets
40
38
Total intangible assets
200
172
Investments and other assets
Investment securities
76,587
49,163
Stocks of subsidiaries and associates
1,193,302
1,254,152
Long-term loans receivable
*1 105,345
*1 79,009
Other assets
4,066
3,684
Allowance for doubtful accounts
(3)
(3)
Total investments and other assets
1,379,299
1,386,005
Total non-current assets
1,379,639
1,386,308
Total assets
1,768,645
1,654,348
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 186
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Liabilities
Current liabilities
Short-term borrowings
*1 568,813
*1 633,941
Accounts payable - other
*1 1,757
825
Accrued expenses
*1 1,394
*1 4,639
Income taxes payable
96
5,877
Deposits received
45
49
Other current liabilities
269
219
Total current liabilities
572,377
645,551
Long-term liabilities
Long-term borrowings
*1 200,000
*1 200,000
Provision for retirement benefits for directors
(and other officers)
534
436
Provision for Board Incentive Plan Trust
4,857
6,135
Deferred tax liabilities
110,914
108,695
Other long-term liabilities
179
155
Total long-term liabilities
316,485
315,423
Total liabilities
888,863
960,975
Equity
Shareholders’ equity
Common stock
40,000
40,000
Retained earnings
Legal retained earnings
10,000
10,000
Other retained earnings
General reserve
820,909
-
Retained earnings brought forward
440,465
1,222,969
Total retained earnings
1,271,374
1,232,969
Treasury stock
(472,674)
(607,401)
Total shareholders’ equity
838,700
665,567
Valuation and translation adjustments
Unrealized gain (loss) on available-for-sale securities
38,003
23,818
Total valuation and translation adjustments
38,003
23,818
Stock acquisition rights
3,078
3,987
Total equity
879,782
693,373
Total liabilities and equity
1,768,645
1,654,348
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 187
Statement of Income
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Operating revenue
Dividends from subsidiaries and associates
*1 100,000
*1 561,477
Royalty income
*1 53,932
*1 54,296
Total operating revenue
153,932
615,773
Operating expenses
Salaries and allowances
3,948
4,871
Business commissions
*1 3,127
*1 3,090
Other
*1 2,202
*1 2,703
Total operating expenses
9,278
10,665
Operating income
144,654
605,107
Non-operating income
Interest income
*1 497
*1 610
Dividend income
3,483
2,832
Other
62
*1 478
Total non-operating income
4,043
3,920
Non-operating expenses
Interest expense
*1 2,795
*1 3,855
Foreign exchange losses
5,681
492
Commission for purchase of treasury shares
76
743
Other
*1 655
281
Total non-operating expenses
9,209
5,372
Ordinary income
139,488
603,655
Extraordinary income
Gain on sales of investment securities
-
14,497
Total extraordinary income
-
14,497
Extraordinary losses
Loss on retirement of non-current assets
11
0
Total extraordinary losses
11
0
Income before income taxes
139,477
618,151
Income taxes - current
12,012
11,674
Income taxes - deferred
1,348
1,860
Total income taxes
13,360
13,534
Net income
126,116
604,616
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 188
Statement of Change in Equity
For the Year Ended March 31, 2024
(In millions of yen)
Shareholders’ equity
Common
stock
Capital surplus
Retained earnings
Treasury
stock
Total
share-
holders’
equity
Other
capital
surplus
Total
capital
surplus
Legal
retained
earnings
Other retained
earnings
Total
retained
earnings
General
reserve
Retained
earnings
brought
forward
Balance as of
April 1, 2023
40,000
99,625
99,625
10,000
820,909
440,888
1,271,797
(515,461)
895,961
Changes of items
during the period
Cash dividends
(36,839)
(36,839)
(36,839)
Net income
126,116
126,116
126,116
Purchase of
treasury stock
(218,812)
(218,812)
Disposal of
treasury stock
6,506
6,506
65,768
72,274
Retirement of
treasury stock
(195,832)
(195,832)
195,832
-
Transfer from
retained earnings
to capital surplus
89,700
89,700
(89,700)
(89,700)
-
Net changes in
items other than
shareholders’
equity
Total changes of
items during the
period
-
(99,625)
(99,625)
-
-
(423)
(423)
42,787
(57,261)
Balance as of
March 31, 2024
40,000
-
-
10,000
820,909
440,465
1,271,374
(472,674)
838,700
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 189
(In millions of yen)
Valuation and translation adjustments
Stock acquisition rights
Total equity
Unrealized gain (loss)
on available-for-sale
securities
Total valuation and
translation adjustments
Balance as of
April 1, 2023
28,450
28,450
2,360
926,772
Changes of items
during the period
Cash dividends
(36,839)
Net income
126,116
Purchase of
treasury stock
(218,812)
Disposal of
treasury stock
72,274
Retirement of
treasury stock
-
Transfer from
retained earnings
to capital surplus
-
Net changes in
items other than
shareholders’
equity
9,552
9,552
717
10,270
Total changes of
items during the
period
9,552
9,552
717
(46,990)
Balance as of
March 31, 2024
38,003
38,003
3,078
879,782
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 190
For the Year Ended March 31, 2025
(In millions of yen)
Shareholders’ equity
Common
stock
Capital surplus
Retained earnings
Treasury
stock
Total
share-
holders’
equity
Other
capital
surplus
Total
capital
surplus
Legal
retained
earnings
Other retained
earnings
Total
retained
earnings
General
reserve
Retained
earnings
brought
forward
Balance as of
April 1, 2024
40,000
-
-
10,000
820,909
440,465
1,271,374
(472,674)
838,700
Changes of items
during the period
Cash dividends
(37,089)
(37,089)
(37,089)
Reversal of
general reserve
(820,909)
820,909
-
-
Net income
604,616
604,616
604,616
Purchase of
treasury stock
(823,674)
(823,674)
Disposal of
treasury stock
54,773
54,773
28,241
83,014
Retirement of
treasury stock
(660,705)
(660,705)
660,705
-
Transfer from
retained earnings
to capital surplus
605,932
605,932
(605,932)
(605,932)
-
Net changes in
items other than
shareholders’
equity
Total changes of
items during the
period
-
-
-
-
(820,909)
782,503
(38,405)
(134,727)
(173,132)
Balance as of
March 31, 2025
40,000
-
-
10,000
-
1,222,969
1,232,969
(607,401)
665,567
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 191
(In millions of yen)
Valuation and translation adjustments
Stock acquisition rights
Total equity
Unrealized gain (loss)
on available-for-sale
securities
Total valuation and
translation adjustments
Balance as of
April 1, 2024
38,003
38,003
3,078
879,782
Changes of items
during the period
Cash dividends
(37,089)
Reversal of
general reserve
-
Net income
604,616
Purchase of
treasury stock
(823,674)
Disposal of
treasury stock
83,014
Retirement of
treasury stock
-
Transfer from
retained earnings
to capital surplus
-
Net changes in
items other than
shareholders’
equity
(14,185)
(14,185)
909
(13,276)
Total changes of
items during the
period
(14,185)
(14,185)
909
(186,409)
Balance as of
March 31, 2025
23,818
23,818
3,987
693,373
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 192
Notes to Non-consolidated Financial Statements
Notes to Non-consolidated Financial Statements are as follows;
Significant Accounting Policies
Valuation Standards and Valuation Methods of Assets
Valuation standards and valuation methods of securities
Shares of Subsidiaries and Associates
Stated at cost using the moving-average method
Available-for-sale Securities
- Available-for-sale securities other than those without market value
Market value method (Valuation differences are directly recorded as equity and cost of securities sold is calculated by the
moving-average method)
- Available-for-sale securities without market value
Stated at cost using the moving-average method
Depreciation and Amortization Methods of Non-current Assets
Property, Plant and Equipment
Straight-line method
The principal useful lives are as follows:
- Buildings: 8 to 18 years
- Tools, furniture and fixtures: 2 to 10 years
Intangible Assets
Straight-line method
The principal years of amortization are as follows:
- Software (for internal use): 5 years (period available for internal use)
Accounting Standards for Allowances and Provisions
Allowance for doubtful accounts
In order to provide for losses due to bad debt, for general receivables, an estimated uncollectible amount is recorded according to the
historical bad debt ratio. For specific receivables from companies in financial difficulty, an estimated uncollectible amount is recorded by
assessing the collectability of each receivable individually.
Provision for retirement benefits for Directors (and Other Officers)
In order to provide for the payments of retirement benefits to Directors (and other officers), an estimated amount of benefits payable at
the end of the fiscal year is recorded in accordance with the internal rules.
Provision for Board Incentive Plan Trust
In order to provide for the grant of shares of the Holding Company to Directors (and other officers), an estimated amount of shares to be
granted in proportion to the points awarded to Directors (and other officers) is recorded in accordance with the stock delivery
regulations.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 193
Standards for Revenue and Expense Recognition
Royalty income
The Holding Company recognizes revenue based on the following five-step approach.
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Holding Company earns royalty income as consideration for granting the right to use Recruit brands, to which it has rights, to its
subsidiaries. The Holding Company has an obligation to grant rights to use Recruit brands to its subsidiaries over a period specified in a
contract. Since the performance obligation is satisfied over time, revenue is recognized over the contract duration.
Dividends from subsidiaries and associates
Dividends from subsidiaries and associates are recognized on the effective date.
Other Important Matters That Form the Basis for Preparing Non-consolidated Financial
Statements
Translation of Significant Assets and Liabilities Denominated in foreign currencies into Japanese
Yen
Monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the spot exchange rate at the
closing date, and translation adjustments are treated as gains or losses.
Significant Accounting Estimates
Valuation of Stocks of Subsidiaries and Associates
Amount on the financial statements
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Stocks of subsidiaries and associates
1,193,302
1,254,152
Information on significant accounting estimates for identified items
Stocks of subsidiaries and associates include investments in RGF Staffing B.V. of 402,140 million yen for the years ended March 31,
2024 and 2025. The Holding Company determines whether there is a significant decline in the value in substance by comparing the
value in substance which reflects excess earnings power expected when the Holding Company acquired RGF Staffing B.V. with the
carrying amount. The excess earnings power based on the forecast expected at the time of the acquisition of RGF Staffing B.V. and its
subsidiaries in staffing business reflects a customer base and brand strength possessed by each company in their respective country, as
well as synergies obtained by utilizing know-how accumulated based on the experiences in other subsidiaries in the staffing business in
the group.
When the Holding Company assesses if the excess earnings power is impaired, the Holding Company considers the 5-year future cash
flow projection based on a business plan, the growth rates for the periods subsequent to the period covered by the business plan, and
the discount rates used in the impairment test of goodwill for preparation of its consolidated financial statements. The future cash flow
projection is mainly affected by market growth rates (please refer to “Impairment Tests on Goodwill” under “11 Goodwill and Intangible
Assets” in “Notes to the Consolidated Financial Statements”).
The assessment as of March 31, 2024 and 2025 shows that the value in substance has not decreased significantly compared with the
carrying amount. Therefore, the Holding Company determined that it did not need to impair the shares in RGF Staffing B.V., and
recorded no valuation loss on the shares.
The business plan used for determining whether there is a significant decline in the value in substance, which reflects excess earnings
power, is prepared based on management’s best estimate.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 194
Unapplied Accounting standards, etc.
Accounting standards for Leases, etc.
- Accounting Standard for Leases (ASBJ Statement No. 34, September 13, 2024, Accounting Standards Board of Japan)
- Implementation Guidance on Accounting Standard for Leases (ASBJ Guidance No. 33, September 13, 2024, Accounting Standards
Board of Japan) and others
Overview
As part of the initiatives to make Japanese accounting standards internationally consistent, the Accounting Standards Board of Japan
(ASBJ) has conducted deliberations based on the international accounting standards with the aim of developing an accounting standard
relating to leases that will have lessees recognize assets and liabilities for all leases. While the basic policy of the standard is based on
the single lessee accounting model of IFRS 16, ASBJ announced the standard aimed to be simple and highly convenient, basically
eliminating the need for restatements when applying the provisions of IFRS 16 to non-consolidated financial statements by only
adopting the main provisions instead of the whole of IFRS 16.
With regard to accounting treatment for a lessee, the single lessee accounting model is applied to all leases, regardless of whether they
are finance leases or operating leases, similar to IFRS 16. Under this model, lessees recognize depreciation expenses for right-of-use
assets and the amount equivalent of interests for lease liabilities.
Scheduled date of application
These accounting standards and guidance are scheduled to be applied from the beginning of the fiscal year ending March 31, 2028.
Effect of application of the standards, etc.
The effect of the application of the Accounting Standard for Leases on the financial statements is currently under evaluation.
Additional Information
Board Incentive Plan (“BIP”) Trust
The Company has introduced an equity compensation plan using a Board Incentive Plan (“BIP”) Trust as an incentive plan for the
Directors, Senior Vice Presidents and Corporate Professional Officers of Recruit Holdings and its subsidiaries.
Overview of the transaction
Please refer to “26 Equity Compensation” in “Notes to the Consolidated Financial Statements.”
Shares of Recruit Holdings held by the BIP Trust
Shares of Recruit Holdings held by the BIP Trust are recorded as treasury stock in equity at their carrying amount in the trust. The
carrying amount and number of shares of the above treasury stock are 10,532 million yen and 2,572,885 shares as of March 31, 2024
and 13,471 million yen and 2,873,714 shares as of March 31, 2025.
Employee Stock Ownership Plan (“ESOP”) Trust
The Company has introduced an equity-based incentive plan using an Employee Stock Ownership Plan (“ESOP”) Trust as an incentive
plan for employees of its subsidiaries.
Overview of the transaction
Please refer to “26 Equity Compensation” in “Notes to the Consolidated Financial Statements.”
Shares of Recruit Holdings held by the ESOP Trust
Shares of Recruit Holdings held by the ESOP Trust are recorded as treasury stock in equity at their carrying amount in the trust. The
carrying amount and number of shares of the above treasury stock are 248,071 million yen and 52,215,132 shares as of March 31, 2024
and 312,997 million yen and 57,914,467 shares as of March 31, 2025, respectively.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 195
Matters related to Balance Sheets
1 Assets and Liabilities in Relation to Subsidiaries and Associates
Apart from those presented as separate line items are as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Short-term monetary receivables
94,475
94,562
Short-term monetary payables
569,283
637,394
Long-term monetary receivables
105,345
79,009
Long-term monetary payables
200,000
200,000
Contingent Liabilities
The Company guarantees the obligations of the following subsidiaries and associates as stated below:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Indeed, Inc.
125,009
Indeed, Inc.
124,323
Indeed Ireland Operations Limited
29,424
Indeed Ireland Operations Limited
46,194
Glassdoor LLC
18,715
Glassdoor LLC
16,772
Other
41,472
Other
20,131
Total
214,621
Total
207,421
Overdraft Agreements and Loan Commitment Contracts
The Company has entered into overdraft agreements and loan commitment contracts with financial institutions to secure liquidity and
raise operating funds efficiently.
The amount of maximum borrowings available and the balances of outstanding borrowings and unused borrowings under the overdraft
agreements and loan commitments at the end of the fiscal year are as follows:
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Maximum borrowings available
313,000
313,000
Outstanding borrowings
-
-
Unused borrowings
313,000
313,000
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Financial Information | 196
Matters related to Statement of Income
1 Transaction Volume with Subsidiaries and Associates
(In millions of yen)
For the Year Ended
March 31, 2024
For the Year Ended
March 31, 2025
Transaction volume of operating
transactions (revenue)
153,932
615,773
Transaction volume of operating
transactions (expenses)
1,012
956
Transaction volume of non-operating
transactions (revenue)
485
483
Transaction volume of non-operating
transactions (expenses)
2,749
3,843
Matters related to Securities
The market values of stocks of subsidiaries and associates are not disclosed as these stocks have no market prices.
The amounts reported on the balance sheet for stocks of subsidiaries and associates with no market prices are as follows:
(In millions of yen)
Category
As of March 31, 2024
As of March 31, 2025
Stocks of subsidiaries
1,186,714
1,247,564
Stocks of associates
6,588
6,588
Total
1,193,302
1,254,152
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 197
Matters related to Tax Effect Accounting
Breakdown by Major Component of Deferred Tax Assets and Deferred Tax Liabilities
(In millions of yen)
As of March 31, 2024
As of March 31, 2025
Deferred tax assets
Stocks of subsidiaries and associates
96,026
98,804
Tax losses carry-forward
155
-
Other
3,225
4,871
Subtotal of deferred tax assets
99,406
103,675
Valuation allowance
(96,710)
(99,488)
Total deferred tax assets
2,696
4,186
Deferred tax liabilities
Stocks of subsidiaries and associates
(102,558)
(105,572)
Unrealized gain (loss) on
available-for-sale securities
(10,971)
(7,308)
  Other
(81)
(1)
Total deferred tax liabilities
(113,610)
(112,882)
Net deferred tax assets (liabilities)
(110,914)
(108,695)
Breakdown by Major Component of Significant Differences between the Statutory Effective
Tax Rate and the Actual Effective Tax Rate for Income Taxes after Tax Effect Accounting
 
(%)
As of March 31, 2024
As of March 31, 2025
Statutory effective tax rate
30.6
30.6
(Adjustments)
Permanently non-taxable income,
including dividend income
(22.4)
(28.7)
Valuation allowance
(2.4)
(0.2)
Effect of tax rate change
-
0.5
Other
3.8
0.0
Actual effective tax rate for income taxes after tax
effect accounting
9.6
2.2
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 198
Adjustment of Deferred Tax Assets and Liabilities Due to Changes in Statutory Tax Rates
“The Act for Partial Amendment of the Income Tax Act, etc.” (Act No. 13 of 2025) was enacted by the Diet on March 31, 2025, and will
introduce a “Special Defense Corporate Tax” for fiscal years beginning on or after April 1, 2026.
Therefore, deferred tax assets and deferred tax liabilities related to temporary differences expected to reverse in fiscal years beginning
on or after April 1, 2026, have been calculated using a statutory effective tax rate of 31.5%, up from 30.6%.
This change resulted in an increase of 3,123 million yen in deferred tax liabilities (net of deferred tax assets), an increase of 2,926
million yen in income taxes - deferred, and a decrease of 196 million yen in unrealized gain (loss) on available-for-sale securities during
the current fiscal year.
Significant Subsequent Events
Share repurchase
The information on share repurchase is described in “32 Subsequent Events” in “Notes to Consolidated Financial Statements.”
Dividends from consolidated subsidiaries
The Holding Company received dividends from surplus of three consolidated subsidiaries. Accordingly, it has recorded the following
dividend income as operating income in the fiscal year ending March 31, 2026.
Company name
Amount of dividend
(In millions of yen)
Date of receipt
RGF TREASURY SERVICES LIMITED
21,999
April 10, 2025
RGF OHR USA, INC.
87,996
April 10, 2025
145,820
May 16, 2025
RGF OHR International Limited
83,657
April 10, 2025
Annexed Detailed Schedules
Annexed Detailed Schedule of Property, Plant and Equipment, Etc.
(In millions of yen)
Category
Type of
assets
Balance at
the
beginning of
the year
Increase
during the
year
Decrease
during the
year
Amortization
during the
year
Balance at
the end
of the year
Accumulated
depreciation
Property, plant
and
equipment
Buildings
78
0
0
6
71
15
Machinery
and
equipment
1
-
-
0
1
3
Tools,
furniture and
fixtures
59
6
0
8
57
537
Total
139
7
0
16
129
556
Intangible
assets
Software
160
45
-
71
134
-
Other
40
2
0
4
38
-
Total
200
48
0
76
172
-
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 199
Annexed Detailed Schedule of Provisions
(In millions of yen)
Item
Balance at the
beginning of
the year
Increase
during the year
Decrease
during the year
Balance at the
end of
the year
Allowance for
doubtful accounts
357
139
-
497
Provision for
retirement benefits
for directors (and
other officers)
534
13
112
436
Provision for
Board Incentive
Plan Trust
4,857
1,758
479
6,135
Components of Major Assets and Liabilities
The information on components of major assets and liabilities is omitted as the Company prepares the consolidated financial
statements.
Other
There are no applicable items.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Financial Information | 200
Other Information
Outline of Share-related Administration of the Company
Fiscal year
April 1 to March 31 of the following year
Annual Meeting of
Shareholders
June
Record date
March 31
Record date for
dividends from surplus
September 30
March 31
Number of shares per
trading unit
100 shares
Purchase of fractional
shares
Place of handling
Special Account
Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation, 1-4-5, Marunouchi,
Chiyoda-ku, Tokyo Japan
Administrator of
shareholder
registry
Special Account
Mitsubishi UFJ Trust and Banking Corporation, 1-4-5, Marunouchi, Chiyoda-ku, Tokyo Japan
Broker
-
Trade
commissions
A separately stipulated amount equivalent to the commissions for the entrustment of share trades
Public notification
method
The Company uses digital notification as the public notification method.
However, if digital notification is not possible due to an accident or other unavoidable circumstances,
notification will be made through the Nikkei newspaper.
The URL for public notification by the Company is as follows
https://recruit-holdings.com/en/ir/resources/public-notice/
Gift to shareholders
None
1
Shareholders holding fractional shares cannot exercise their rights except for those listed below.
- The rights stipulated in each item of Article 189, Paragraph 2 of the Companies Act of Japan
- The rights to make claims pursuant to Article 166, Paragraph 1 of the Companies Act of Japan
- The rights to receive allotments of shares for subscription and allotments of stock options for subscription based on the
number of shares held by the shareholder
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Other Information | 201
Information on the Parent Company of the Holding Company
The Holding Company does not have a parent company, etc. prescribed in Article 24-7 Paragraph1 of the Financial Instruments and
Exchange Act of Japan.
Other Reference Information
Documents submitted during the period from April 1, 2024 to the submission date of
Yukashouken Houkokusho
Yukashouken Houkokusho for FY2023 and Its Attachments
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on June 21, 2024.
Internal Control Report and Its Attachments
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on June 21, 2024 for FY2023.
Quarterly Report
- Semiannual Report for the Q2 FY2024
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on November 11, 2024.
Confirmation Documents
- Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on June 21, 2024 for FY2023.
- Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on November 11, 2024 for the Q2 FY2024.
Extraordinary Report
- Extraordinary report based on Article 19, Paragraph 2, Item 9-2 (results of exercise of voting
rights at an annual shareholders meeting) of the Cabinet Office Ordinance on the Disclosure
of Corporate Affairs
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on June 21, 2024.
- Extraordinary report based on Article 19, Paragraph 2, Item 12 (recording of dividends from
subsidiaries and associates) of the Cabinet Office Ordinance on the Disclosure of Corporate
Affairs
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on June 21, 2024.
- Extraordinary report based on Article 19, Paragraph 2, Item 2-2 (issuance of stock acquisition
rights) of the Cabinet Office Ordinance on the Disclosure of Corporate Affairs
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on July 9, 2024.
- Extraordinary report based on Article 19, Paragraph 2, Item 12 (recording of dividends from
subsidiaries and associates) of the Cabinet Office Ordinance on the Disclosure of Corporate
Affairs
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on September 6, 2024.
- Extraordinary report based on Article 19, Paragraph 2, Item 12 (recording of dividends from
subsidiaries and associates) of the Cabinet Office Ordinance on the Disclosure of Corporate
Affairs
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on April 4, 2025.
- Extraordinary report based on Article 19, Paragraph 2, Item 12 (recording of dividends from
subsidiaries and associates) of the Cabinet Office Ordinance on the Disclosure of Corporate
Affairs
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on May 12, 2025.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Other Information | 202
Amendment Report for Extraordinary Report
- Amendment report for the extraordinary report submitted on July 9, 2024
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on July 24, 2024.
Share Buyback Report
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on July 5, 2024, August 7, 2024, September 6,
2024, October 10, 2024, November 7, 2024, December 6, 2024, January 15, 2025, February 7, 2025, March 7, 2025, Aril
10,2025, May 14, 2025 and June 11, 2025.
Securities Registration Statement (Reference Method) and Its Attachments
Securities Registration Statement related to allotment of common stock to other persons
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on May 15, 2024.
Shelf Registration Statement (Straight Bonds) and Its Attachments
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on January 31, 2025.
Amended Shelf Registration Statement (Straight Bonds)
Submitted to the Director-General of the Kanto Local Finance Bureau in Japan on April 4, 2025 and May 12, 2025.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Other Information | 203
Demographics
The ratio of women in managerial positions, percentage of men taking childcare leave and gender pay gap in our domestic consolidated
subsidiaries, other than major consolidated subsidiaries, disclosed under the Women’s Active Engagement Act, and the Childcare and
Caregiver Leave Act, are as follows:
Name
Main Business
1
Ratio of women in
managerial
positions
2
Percentage of
men taking
childcare leave
3
Gender Pay Gap
4
All Workers
Permanent
Workers
5
Part-time and
Fixed-term
Workers, etc.
6
Indeed Japan K.K.
HR Technology
35.1
139.0
78.5
79.1
89.4
Indeed Recruit
Technologies Co., Ltd.
HR Technology
10.4
＊
7
＊
7
＊
7
＊
7
Indeed Technologies
Japan K.K.
HR Technology
19.8
133.3
84.7
85.0
-
Recruit R&D Staffing Co.,
Ltd.
Staffing
11.1
52.1
91.6
92.0
88.5
Recruit Staffing Crafts
Co., Ltd.
Staffing
11.1
-
107.6
94.9
106.9
Recruit Staffing
Information Services Co.,
Ltd.
Staffing
0.0
55.6
90.5
89.9
73.6
Staff Service Co., Ltd.
Staffing
33.3
40.4
73.9
76.3
86.0
Staff Service Business
Support Co., Ltd.
Staffing
31.6
-
96.5
97.4
91.2
Staff Service Cloud Work
Co., Ltd.
Staffing
50.0
0.0
97.5
-
97.5
Staff Service Office
Management Co., Ltd.
Staffing
76.2
-
85.4
93.4
90.8
Techno Service Co., Ltd.
Staffing
18.4
21.6
88.4
86.7
89.4
Homepro Co., Ltd.
Marketing
Matching
Technologies
12.5
-
81.0
81.0
-
Nijibox Co., Ltd.
Marketing
Matching
Technologies
51.3
75.0
94.1
94.2
88.5
Recruit Career Consulting
Co., Ltd.
Marketing
Matching
Technologies
23.1
200.0
88.8
88.5
94.5
Recruit Carsensor Co.,
Ltd.
Marketing
Matching
Technologies
16.7
166.7
73.5
83.2
69.9
Recruit Executive Agent
Co., Ltd.
Marketing
Matching
Technologies
12.5
66.7
66.2
63.6
70.4
Recruit Lifestyle Okinawa
Co., Ltd.
Marketing
Matching
Technologies
0.0
0.0
103.5
88.5
102.6
Recruit Management
Solutions Co., Ltd.
Marketing
Matching
Technologies
32.2
95.5
82.4
88.1
61.1
Recruit Medical Career
Co., Ltd.
Marketing
Matching
Technologies
43.8
0.0
83.7
85.0
43.9
Recruit Office Support
Co.,Ltd
Marketing
Matching
Technologies
28.6
88.9
91.8
101.2
91.8
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Other Information | 204
Name
Main Business
1
Ratio of women in
managerial
positions
2
Percentage of
men taking
childcare leave
3
Gender Pay Gap
4
All Workers
Permanent
Workers
5
Part-time and
Fixed-term
Workers, etc.
6
Recruit Zexy Navi Co.,
Ltd.
Marketing
Matching
Technologies
92.1
100.0
84.1
92.1
110.7
RGF Talent Solutions
Japan K.K.
Marketing
Matching
Technologies
29.0
63.6
59.8
60.3
117.2
Seanuts Co., Ltd.
Marketing
Matching
Technologies
22.2
100.0
83.1
86.9
63.7
1 Under “Main Business” is the name of the Segment each company belongs to.
2 Managerial positions refer to all employees who have subordinates, excluding senior executives under service agreements, as of Apr
1, 2025. It has been calculated in accordance with the Women’s Active Engagement Act, including incoming seconded employees that
have been assigned to the respective company and excluding outgoing seconded employees that have been assigned to companies
outside the respective company.
3 Calculations are based on each company’s original workers. We have calculated the percentage of men taking childcare leave, etc. as
referred to in Article 71-6, item (ii) of the Ordinance for Enforcement of the Childcare and Caregiver Leave Act, pursuant to the
provisions of the Childcare and Caregiver Leave Act in the current consolidated fiscal year. Childcare leave, etc. includes both taking
childcare leave stipulated by law and benefiting from leave systems, etc. for childbirth and childcare purposes.
4 Calculations are based on each company’s original workers, including temporary workers dispatched through the respective company
to other companies and excluding temporary workers dispatched to the respective company in the current fiscal year. Accordingly, for
the Staffing segment, figures include each consolidated subsidiary company’s temporary workers, i.e. our clients’ temporary workforce
(who we payroll on their behalf).
5 “Permanent Workers” refers to those on indefinite-term contracts.
6 We estimate the number of part-time and fixed-term workers, etc. based on their working hours as a proportion of the prescribed
working hours of permanent workers (8 hours a day).
7 In line with the changes to the Company’s governance structure, effective April 1, 2025, the HR Solutions business within the Matching
& Solutions SBU (currently known as Marketing Matching Technologies SBU) was transferred through an absorption-type company
split from Recruit Co., Ltd. to Indeed Recruit Partners Co., Ltd. and Indeed Recruit Technologies Co., Ltd., along with a partial transfer
of personnel. As there were no affiliated employees during the current consolidated fiscal year, the percentage of men taking childcare
leave and gender pay gap have been omitted. In contrast, the percentage of women in managerial positions has been calculated
based on the status as of April 1, 2025, following the company split.
8 The hyphen ("-") denotes situations where the calculation is not possible, i.e. when it is not possible to calculate the percentage of men
taking childcare leave due to the absence of childbirth by their spouse during the consolidated fiscal year, or when it is not possible to
calculate the gender pay gap, due to there being no eligible male or female employees for assessment throughout the consolidated
fiscal year.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Other Information | 205
Information on the Guarantor of the Holding Company
Not applicable.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Other Information | 206
(English Translation)
Independent Auditor’s Report
June 20, 2025
The Board of Directors
Recruit Holdings Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Hitoshi Matsuoka
Certified Public Accountant
Designated and Engagement Partner
Takeshi Saida
Certified Public Accountant
Designated and Engagement Partner
Takuto Miki
Certified Public Accountant
Designated and Engagement Partner
Taisuke Horie
Certified Public Accountant
Designated and Engagement Partner
Audit of Consolidated Financial Statements
Opinion
Pursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited the accompanying
consolidated financial statements of Recruit Holdings Co., Ltd. and its subsidiaries (the Company), which comprise the consolidated
statement of financial position as of March 31, 2025, and the consolidated statement of profit or loss, comprehensive
income, changes
in equity, and cash flows for the year then ended, and notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial
position of the Company as of March 31, 2025, and its consolidated financial performance and its consolidated cash flows for the year
then ended in accordance with International Financial Reporting Standards (IFRSs) pursuant to the provisions of Article 312 of the
Ordinance on Terminology, Forms and Preparation Methods of Consolidated Financial statements.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We
are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in
Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Independent Auditor’s Reports | 207
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial
statements as a whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of goodwill related to RGF Staffing B.V.
Description of Key Audit Matter
Auditor’s Response
As described in the Note 11 Goodwill and Intangible Assets to
the consolidated financial statements, the Company has
recognized goodwill of JPY 186,386 million as of March 31,
2025, arising from the acquisition of RGF Staffing B.V., which
operates a staffing business across Europe, and discloses the
key assumptions used in impairment test of the goodwill.
In conducting the impairment test, the Company measures the
recoverable amount of a cash-generating unit or a group of
cash-generating units (collectively “CGU”) to which goodwill is
allocated based on value in use. Value in use is calculated using
the present value of estimated pre-tax 5-year future cash flows
based on a business plan approved by management of each
CGU. The estimated 5-year future cash flows are determined
based on internal and external sources including market growth
rates as well as management’s assessment of future trends in
the industry and historical data. For the periods subsequent to
the period covered by the estimated future cash flows, the
Company calculated the terminal value based on indefinite life by
discounting the future cash flows estimated using a growth rate
assumption determined considering the environment of the
country and the industry to which the CGU belongs. The pre-tax
discount rate is determined based on the weighted average cost
of capital considering the time value of money and the risks
specific to the assets.
Key assumptions used in estimating value in use are: market
growth rates within the estimated future cash flows based on the
5-year business plans; the growth rate for the periods
subsequent to the period covered by the business plans; and the
discount rate. The business plans are prepared based on
management’s best estimate.
The estimates of the market growth rates used in the estimate of
future cash flows based on the 5-year business plans and the
growth rate for the period beyond the 5-year period used in the
impairment test are subject to uncertainties and require
management’s judgement because those rates are affected by
changes in the employment environment driven by changes in
the economic conditions. The estimate of the discount rate
requires highly specialized knowledge in consideration of its
method and inputs. For the year ended March 31, 2025, demand
for staffing services continued to slow down against a backdrop
of an uncertain economic environment in Europe, and the
uncertainty surrounding the estimates of market growth rates
within the estimated 5-year future cash flows and growth rates
for the period beyond the 5-year period had increased.
Therefore, we determined the valuation of goodwill to be a key
audit matter.
We performed audit procedures to assess the valuation of
goodwill related to RGF Staffing B.V. including:
● We assessed whether the estimated 5-year future cash
flows are based on the business plans approved by
management. For market growth rates that are a key
assumption in estimating future cash flows, we inquired of
management regarding the rationale of the rates and
compared them to available external data such as forecast
of staffing market growth rate per country provided by an
external organization, performed trend analysis based on
actual past performance, assessed progress toward
business plans for the period subsequent to the date of the
impairment test, and performed a sensitivity analysis.
● For the growth rate for the period beyond the 5-year
period, we inquired of management regarding the rationale
for the rate, performed a comparison to economic forecasts
published by an external organization, performed trend
analysis based on actual past performance, and performed
a sensitivity analysis.
● With the involvement of the valuation specialists of our
network firm for valuation methodologies for value in use
and discount rate, we evaluated the acceptability of the
valuation methodologies used by the Company according
to the accounting standards and the consistency of the
inputs used to calculate the discount rate with publicly
available external data. For the discount rate, we
performed a sensitivity analysis.
Other information
The other information consists of the information included in the Annual Report, other than the consolidated financial statements, the
financial statements and our auditor’s reports thereon. Management is responsible for preparation and disclosure of the other
information. Audit and Supervisory Board Members and Audit and Supervisory Board are responsible for overseeing the Group’s
reporting process of the other information.
Our opinion
on the consolidated financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Recruit Holdings’ Annual Report translated from Yukashouken Houkokusho FY2024
Independent Auditor’s Reports | 208
Responsibilities of Management, Audit and Supervisory Board Members and Audit and Supervisory Board for the
Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial
statements, management is responsible for assessing the Company’s ability to continue as a
going concern and disclosing, as required by IFRSs, matters related to going concern.
Audit and Supervisory Board members and Audit and Supervisory Board are responsible for overseeing the Company’s financial
reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
・ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion.
・ In making those risk assessments, we consider internal control relevant to the audit in
order to design audit procedures that are
appropriate in the circumstances, while the purpose of the audit of the consolidated financial statements is not expressing an
opinion on the effectiveness of the Company’s internal control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue as a going concern.
・ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair
presentation in accordance with IFRSs.
・ Plan and conduct an audit of the consolidated financial statements to obtain sufficient and appropriate audit evidence regarding
the financial information of the Company as a basis of forming our opinion on the consolidated financial statements. We are
responsible for the direction, supervision and review of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit and Supervisory Board members and Audit and Supervisory Board regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit and Supervisory Board members and Audit and Supervisory Board with a statement that we have complied
with the ethical requirements in Japan regarding independence, and communicate to them all relationships and other matters that may
reasonably be thought to have impacts on our independence, and where applicable, related measures in order to eliminate obstruction
factors or safeguards to reduce them to an acceptable level.
From the matters communicated with the Audit and Supervisory Board members and Audit and Supervisory Board, we determine those
matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Audit of Internal Control
Opinion
Pursuant to the second paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited the management’s
report on internal control over financial reporting of Recruit Holdings Co., Ltd., as of March 31, 2025.
In our opinion, the management’s report on internal control over financial reporting referred to above, which represents that the internal
control over financial reporting of Recruit Holdings Co., Ltd. as of March 31, 2025 is effectively maintained, presents fairly, in all material
respects, the results of management’s assessment of internal control over financial reporting in conformity with standards for
assessment of internal control over financial reporting generally accepted in Japan.
Basis for Opinion
We conducted our internal control audit in accordance with auditing standards for internal control over financial reporting generally
accepted in Japan. Our responsibilities under those standards are further described
in the Auditor’s Responsibilities for the Internal
Control Audit section of our report. We are independent of the Company in accordance with the ethical requirements in Japan, and we
have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and
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appropriate to provide a basis for our opinion.
Responsibilities of Management, Audit and Supervisory Board Members and Audit and Supervisory Board for the
Management’s Report on Internal Control over Financial Reporting
Management is responsible for designing and operating effective internal control over financial reporting and for the preparation and fair
presentation of its report on internal control in accordance with standards for assessment of internal control over financial reporting
generally accepted in Japan.
Audit
and Supervisory Board members and Audit and Supervisory Board are responsible for overseeing and verifying the design and
operating effectiveness of internal control over financial reporting.
There is a possibility that misstatements may not be completely prevented or detected by internal control over financial reporting.
Auditor’s Responsibilities for the Internal Control Audit
Our responsibility is to obtain reasonable assurance about whether the management’s report on internal control over financial reporting
is free from material misstatement, and to express an opinion from an independent perspective on an internal control report, based on
our internal control audit.
As part of an audit in accordance with auditing standards for internal control over financial reports generally accepted in Japan, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
・ Perform audit procedures to obtain audit evidence for the assessment results for internal control over financial reporting in
management’s report on internal control. Internal control audit procedures selected and applied depend on the auditor’s
judgment, taking into account the significance of effects on the reliability of financial reporting.
・ Examine representations on the scope, procedures, and results of assessment of internal control over financial reporting made
by management, as well as evaluating the overall presentation of management’s report on internal control.
・ Plan and conduct an audit of the consolidated financial statements to obtain sufficient and appropriate audit evidence regarding
the results of assessment of internal control over financial reporting in the management’s report on
internal control. We are
responsible for direction, supervision and review of the audit of management’s report on internal control. We remain solely
responsible for our audit opinion.
We communicate with the Audit and Supervisory Board members and Audit and Supervisory Board regarding the planned scope and
timing of the internal control audit, results of the internal control audit, including identified material weakness which should be disclosed,
the results of remediation, and other matters that are required by auditing standards for internal control.
We also provide the Audit and Supervisory Board members and Audit and Supervisory Board with a statement that we have complied
with the ethical requirements in Japan regarding independence, and communicate to them all relationships and other matters that may
reasonably be thought to have impacts on our independence, and where applicable, related measures in order to eliminate obstruction
factors or safeguards to reduce them to an acceptable level.
Compensation Related Information
The amounts of compensation based on audit certification services and compensation based on non-audit services of the Company and
its subsidiaries and those belonging to our network are described in “Status of Audits” under “Corporate Governance. ”
Conflicts of Interest
We have no interest in the Company which should be disclosed in accordance with the Certified Public Accountants Act.
Notes to the Readers of Independent Auditor’s Report
This is an English translation of the Independent Auditor’s Report as required by the Financial Instruments and Exchange Act of
Japan for the conveniences of the reader.
Notes:
1. The above is a digital version of the matters stated on the original audit report. The original is stored separately by the Holding
Company (the company submitting the securities report).
2. XBRL data is not included in the scope of the audit.
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(English Translation)
Independent Auditor’s Report
June 20, 2025
The Board of Directors
Recruit Holdings Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Hitoshi Matsuoka
Certified Public Accountant
Designated and Engagement Partner
Takeshi Saida
Certified Public Accountant
Designated and Engagement Partner
Takuto Miki
Certified Public Accountant
Designated and Engagement Partner
Taisuke Horie
Certified Public Accountant
Designated and Engagement Partner
Audit of Financial Statements
Opinion
Pursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited the accompanying
non-consolidated financial statements of Recruit Holdings Co., Ltd. (the Holding Company), which comprise the balance sheet as of
March 31, 2025, and the statement of income, the statement of changes in equity, significant accounting policies,
the notes to the
non-consolidated financial statements and the related supplementary schedules for the year then ended.
In our opinion, the accompanying non-consolidated financial statements present fairly, in all material respects, the non-consolidated
financial position of the Holding Company as of March 31, 2025, and its non-consolidated financial performance for the year then ended
in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Non-Consolidated Financial Statements section of our report.
We are independent of the Holding Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming the
auditor’s opinion thereon, and we do not provide a separate opinion on these matters.
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Valuation of investment in RGF Staffing B.V.
Description of Key Audit Matter
Auditor’s Response
As described in the Note Significant Accounting Estimates to the
financial statements, the Company has recognized an
investment of JPY 402,140 million in RGF Staffing B.V., which
operates a staffing business across Europe, and discloses
estimation uncertainties related to the valuation of investments in
subsidiaries and associates.
The Company determines whether there is a significant decline
in value in substance by comparing the value in substance which
reflects excess earnings power expected when the Company
acquired RGF Staffing B.V. with the carrying amount. The excess
earnings power based on the forecast expected at the time of the
acquisition of RGF Staffing B.V. and its subsidiaries in the
staffing business reflects a customer base and the brand
strength possessed by each company in their respective country,
as well as synergies obtained by utilizing know-how accumulated
based on the experiences in other subsidiaries in the staffing
business in the group. When the Company assesses if the
excess earnings power is impaired, the Company considers the
5-year future cash flow projection based on a business plan, the
growth rate for the periods subsequent to the period covered by
the business plan, and the discount rate used in the impairment
test of goodwill for preparation of its consolidated financial
statements. The future cash flow projection is mainly affected by
market growth rates. The business plan used for determining
whether there is a significant decline in the value in substance,
which reflects excess earnings power, is prepared based on
management’s best estimate.
For the valuation of the investment in RGF Staffing B.V., to
determine whether there is a significant decline in the value in
substance which reflects the excess earnings power, the
estimates of the market growth rates used in estimate of future
cash flows included in the 5-year business plan which is the
same business plan used in the impairment test of goodwill for
preparation of consolidated financial statements and the growth
rate for the period beyond the 5 year period used in the
impairment test are subject to uncertainties and require
management’s judgement because those rates are affected by
changes in the employment environment driven by changes in
the economic conditions. The estimate of a discount rate
requires highly specialized knowledge in consideration of its
method and inputs. For the year ended March 31, 2025, demand
for staffing services continued to slow down against a backdrop
of an uncertain economic environment in Europe, and the
uncertainty surrounding the estimates of market growth rates
within the estimated 5-year future cash flows and growth rates
for the period beyond the 5-year period had increased.
Therefore, we determined the valuation of the investment in RGF
Staffing B.V. to be a key audit matter.
We performed audit procedures to assess the valuation of the
investment in RGF Staffing B.V. including:
● We compared past business plans to actual results to
assess if the excess earnings power is impaired. In
addition, we primarily performed following procedures
regarding matters which the Company considered when it
assessed if the excess earnings power is impaired:
- For the market growth rates included in the 5-year
cash flow projection based on the business plan
which is the same business plan used in the
impairment test of goodwill for consolidated financial
statements, we inquired of management regarding
the rationale for the rates and compared them to
available external data such as forecast of staffing
market growth rate per country provided by an
external organization, performed trend analysis
based on actual past performance, and performed a
sensitivity analysis.
- For the growth rate for the periods beyond the 5-year
period, we inquired of management regarding the
rationale for the rate, performed a comparison to
economic forecasts published by an external
organization, performed a trend analysis based on
actual past performance, and performed a sensitivity
analysis.
- With the involvement of the valuation specialists of
our network firm for discount rate, we evaluated the
consistency of the inputs used to calculate the
discount rate with publicly available external data.
For the discount rate, we performed a sensitivity
analysis.
● We evaluated management’s comparison on the value in
substance which reflects excess earnings power and the
carrying amount.
Other information
The other information consists of the information included in the Annual Report, other than the consolidated financial statements, the
financial statements and our auditor’s reports thereon. Management is responsible for preparation and disclosure of the other
information. Audit and Supervisory Board Members and Audit and Supervisory Board are responsible for overseeing the Company’s
reporting process of the other information.
Our opinion
on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
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Responsibilities of Management, Audit and Supervisory Board Members and Audit and Supervisory Board for the
Non-Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these non-consolidated financial statements in accordance with
accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the
preparation of non-consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the non-consolidated
financial statements, management is responsible for assessing the Holding Company’s ability to
continue as a going concern and disclosing, as required by accounting principles generally accepted in Japan, matters related to going
concern.
Audit and Supervisory Board members and Audit and Supervisory Board are responsible for overseeing the Holding Company’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Non-Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the non-consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate they could reasonably be expected to influence the
economic decisions of users taken on the basis of these non-consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
・ Identify and assess the risks of material misstatement of the non-consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to
provide a basis for our opinion.
・ In making those risk assessments, we consider internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, while the purpose of the audit of the non-consolidated financial statements is not expressing an
opinion on the effectiveness of the Holding Company’s internal control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Holding Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the non-consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Holding Company to cease to continue as a going concern.
・ Evaluate the overall presentation, structure and
content of the non-consolidated financial statements, including the disclosures,
and whether the non-consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation in accordance with accounting principles generally accepted in Japan.
We communicate with the Audit and Supervisory Board members and Audit and Supervisory Board regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit and Supervisory Board members and Audit and Supervisory Board with a statement that we have complied
with the ethical requirements in Japan regarding independence, and communicate to them all relationships and other matters that may
reasonably be thought to have impacts on our independence, and where applicable, related measures in order to eliminate obstruction
factors or safeguards to reduce them to an acceptable level.
From the matters communicated with the Audit and Supervisory Board members and Audit and Supervisory Board, we determine those
matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Compensation Related Information
Compensation related information is included in the audit report of the consolidated financial statements.
Conflicts of Interest
We have no interest in the Holding Company which should be disclosed in accordance with the Certified Public Accountants Act.
Notes to the Readers of Independent Auditor’s Report
This is an English translation of the Independent Auditor’s Report as required by the Financial Instruments and Exchange Act of Japan
for the conveniences of the reader.
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Notes:
1. The above is a digital version of the matters stated on the original audit report. The original is stored separately by the Holding
Company (the company submitting the securities report).
2. XBRL data is not included in the scope of the audit.
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