Of the matters that affect the business as well as financial and accounting conditions of the Sansan Group, those that could have a significant effect on the decisions of investors are described below. While recognizing the possibility that these risks could occur, the Group’s policy is to avoid any occurrence and to work diligently on a response should any risk arise. It is our belief that investment decisions with regard to the shares of the Group need to be made after careful consideration of this section and of content other than that described in this text.
Matters in the following that relate to the future are based on the judgment of the Group as of August 31, 2022, and may differ from actual results due to the inherent uncertainties.
1. Concerning the spread of novel coronavirus (COVID-19) infections
In countries around the world, COVID-19 infections are as prevalent as ever, and it is difficult to foresee the time when things will have returned to normal. So far, the measures that have been taken in Japan to prevent the spread of infections have included declaring a state of emergency and the implementation of quasi-emergency measures. Currently, these measures have been relaxed, but in the event that similar measures are implemented once again, for example due to the emergence of a new virus variant, the possibility exists that this situations could adversely affect the Group’s business performance. Specifically, in the Sansan/Bill One business, there is the possibility that the pace of new business acquisition for Sansan will slow down as corporate investment behavior becomes more cautious, that there will be a decrease in some initial relating to new agreements, a decrease in the numbers of business negotiations and leads due to the inability to hold offline events to attract customers, and that the number of negotiations and leads may decrease due to restrictions on sales activities, such as not being able to conduct face-to-face negotiations. In the Eight Business, there is the possibility that the growth of recruitment services will slow down due to companies refraining from recruitment activities.
2. Risk with regard to internet usage environment
As the Group mainly targets internet-related business, the internet usage environment is a fundamental condition of the Group’s business, In the years to come, should there be a major change in the internet usage environment—due to the introduction of new regulations with regard to the use of the internet, incidents of malpractice or other unexpected factors—the possibility exists that this could adversely affect the Group’s business performance.
3. Risk with regard to cloud business
A service that provides application functions via the internet, the cloud is recognized as a new method and concept in software sales, and its market penetration is increasing. On the other hand, there remains the possibility that, in the years to come, competition at the enterprise level dealing with the cloud will intensify. In such a business environment, if a product or service with a more innovative concept were to emerge at another company, or if demand for the cloud itself were to be significantly lower than the Sansan Group’s forecasts, the possibility exists that these situations could adversely affect the Group’s business performance.
4. Risk with regard to competition
The Sansan Group converts analog information like business cards or invoices into data by combining technology that is evolving on a daily basis by means of, for example, machine learning with human efforts. Since the Group’s establishment, the source of its competitiveness has been the ongoing development and operational management of a unique system that accurately and efficiently converts large numbers of analog information into data. However, should competition intensify due to increased rivalry from existing businesses or the emergence of new market entrants, the possibility exists that this could adversely affect the Group’s business performance.
5. Risk with regard to responses to technological innovation
The Group’s policy is to proactively invest in new technologies and build unique services in a timely manner. However, in the event of delays in responding to technological innovations or the incurring of expenses such as unexpected development costs, the possibility exists that these could adversely affect the Group’s business performance.
6. Risk with regard to handling of personal information
In addition to the personal information of its employees, there are cases where the services provided by the Group involve users’ personal information and also the personal information of third parties held by users. Fully recognizing the importance that needs to be placed on the handling of personal information, the Group is building and operating a personal information protection management system, while taking the utmost care in managing personal information. The Group also strives to comply with the requirements of the Personal Information Protection Act (PIPA), which fully came into effect in April 2005, and the PIPA guidelines issued by the Personal Information Protection Commission. Having in October 2007 received the PrivacyMark certification from JIPDEC as a company that satisfies the Personal Information Protection Management Systems Requirements (JISQ15001: 2017), the certification has been renewed every two years since November 12, 2007. The Group also strongly recommends that all its employees acquire the qualification of a personal information protection professional certified by the All-Japan Information Learning Promotion Association.
With regard to the Group’s handling of personal information, this is subject not only to domestic laws but also to laws and regulations overseas (hereinafter referred to as overseas laws, etc.), including the EU General Data Protection Regulation (GDPR). The Group conducts the necessary investigations with regard to the applicable areas through local law firms and other organizations and, using survey reports on trends in overseas laws, etc., also gathers information on such overseas laws, etc. and takes the necessary measures based on them.
In the course of providing its services, there are cases in which the Company will consign part of the business to a third-party subcontractor under the Company’s responsibility. Even in such cases, we comply with domestic and overseas laws, etc., while managing the safety of subcontractors in an appropriate and rational manner.
However, in the unlikely event that, despite the above efforts, personal information is leaked from the Group or an outsourced company—for example as a result of a natural disaster or accident, unauthorized access by malicious external parties, and leakage, loss, falsification or unauthorized use of customer information due to internal intentional or negligence—the possibility exists that this could cause a loss of credibility or financial losses through compensation for damages and adversely affect the Group’s business performance.
7. Risk with regard to laws
In addition to the description in 6. Handling of personal information, as a telecommunications carrier, the Sansan Group is regulated by various laws and regulations related to its corporate activities, such as laws that come under the jurisdiction of the Ministry of Internal Affairs and Communications, including the Telecommunications Business Law and, as a provider, the Act on Limitation of Liability. As a paid employment placement business operator, the Group is subject to the laws and regulations under the jurisdiction of the Ministry of Health, Labour and Welfare, including the Employment Security Act. There is also the possibility that legal regulations, such as the establishment of privacy-related laws and regulations, and new laws that will regulate Internet-related business operators, will be put in place in Japan going forward. Since the Internet is a network that transcends borders and could also be assumed to be affected by legal regulations from other countries, the possibility exists that these could adversely affect the Group’s business performance in the future.
8. Risk with regard to matters of intellectual property rights, such as infringement
The Group’s software and programs are independently developed and designed by the Group, which conducts patent infringement and other searches through patent offices.
The Group also pays careful attention not to infringe on the trademark rights of third parties, such as when applying for and registering trademarks for the names of its services.
However, the possibility of a claim for damages or injunction due to a patent or trademark infringement from a third party cannot be completely rejected, and in that event the possibility exists that these could adversely affect the Group’s business performance.
Also, in the event that the intellectual property rights held by the Group were infringed by a third party, the possibility exists that this could adversely affect the Group’s business management due, for example, to the need to take action, including legal measures.
9. Risk with regard to prior investment in advertising activities
In the businesses handled by the Group, a certain amount of prior investment is necessary, for example in advertising and development activities as well as in the strengthening of the sales structure, with the aim of expanding sales while taking advantage of the merits of being a pioneering company. Up to now, the Group has been particularly active in investing in advertising, mainly TV commercials, to raise its profile, as advertising directly contributes to new user acquisition for Sansan and Bill One.
With regard to advertising activities going forward, our policy will be to conduct these in a prudent manner while looking into their cost-effectiveness. However, depending on the advertising investment policy, the possibility exists that this could adversely affect the Group’s business performance.
10. Risk with regard to investment, such as company acquisitions
For the purpose of business expansion, including sales growth and the strengthening of its competitive advantage, the Group makes a variety of investments, including acquisitions of and investments in companies. The Group will conduct as detailed a review as possible of the target company in advance and carefully consider the risks before making an investment, but if, for example, business development does not proceed as planned after the acquisition or investment, this could adversely affect the Group’s business performance.
11. Risk with regard to investment, such as in system infrastructure
In accordance with the expansion of its business, the Group makes and plans investments in system infrastructure. In the event that unplanned hardware or software investments were to become necessary, brought about by a sudden increase in the number of users and accesses in excess of the Group’s assumptions or rapid advances in internet technology, the possibility exists that these could adversely affect the Group’s business performance.
12. Risk with regard to overseas development
The Group’s policy is to advance overseas expansion to achieve high growth. It is, however, undeniable that there is a higher risk than business development in Japan, including business customs related to business cards overseas and differences in the business environment. In the event that we were unable to cope with that risk, or market development or monetization does not proceed as expected compared with Japan, the possibility exists that this could adversely affect the Group’s business performance.
13. Risk with regard to establishment of business management system
The Group advances the maintenance of its internal management system in line with the expansion of its business and the increase in the number of employees and has plans for further enhancements and upgrades in the years to come. Should the Group prove unable to keep pace with the business structure and internal management system according to the business scale in terms of appropriate human and organizational responses, the possibility exists that this could adversely affect its business performance.
14. Risk with regard to training and securing of human resources
Actively hiring talented human resources, the Group is working to expand systems by conducting, for example, in-house training. However, if the Group were unable to secure adequate human resources, or if employees who are currently working for the Group were to leave, the Group’s business performance may be affected. In the Sansan/Bill One business, it is particularly necessary to secure sales staff to expand the business in the future. In the event that hiring were not to proceed as planned or if there were an outflow of sales people, the possibility exists that these could place restrictions on business expansion and adversely affect the Group’s business performance.
15. Risk with regard to dependence on specific people
The Company’s representative director and CEO, Chika Terada, is the founder and major shareholder of the Company and plays an important role in determining management policies and business strategies. For that reason, to create a system that does not excessively depend on him, the Group is working to share information between officers at the Board of Directors and strengthen its management organization. In the current situation, if it were for some reason to become difficult for Mr. Terada to continue the business of the Group, the possibility exists that this could adversely affect the Group’s business performance.
16. Risk with regard to granting of incentives
The Group has granted stock options to motivate executives and employees. As of July 31, 2022, the number of such options was 3,659,920 shares, or 2.92% of the total number of shares issued. The Group’s policy in the years ahead is to continue the incentive plans, including the introduction of stock options, to improve the motivation of executives and employees. However, should these stock options be exercised, the possibility exists that this will cause existing shareholders’ stock values to be diluted.
17. Risk with regard to stability of equipment and networks
The servers that support the Group’s businesses are managed by a cloud service platform contracted by the Group, and plans are devised to, for example, distribute the load through the use of multiple servers and implement regular backups, while efforts are made to prevent system failures. To prepare for the event of a failure, we have in place a real-time access log check function and a mechanism for notifying staff immediately of software failures. We also conduct recovery drills that assume that a failure has occurred.
However, in the unlikely event that the use of the Group’s facilities and network is hindered—despite the above efforts, due to natural disasters such as fires and earthquakes, external damage, system failure due to human error, and other unexpected events—the Group would be forced to suspend services, and the possibility exists that this could adversely affect the Group’s business performance.
18. Risk with regard to defects, such as in service provision
It is generally said that the use of advanced software cannot completely eliminate the occurrence of problems, and thus there remains the possibility that various problems may also occur in the Group’s applications, software and systems.
We will continue to maintain and build highly reliable development systems in the years to come. However, were a fatal flaw to be discovered that hindered the operation of the Group’s businesses, and the Group be unable to properly resolve the problem, the possibility exists that this could adversely affect the Group’s business performance.