Decision and Details
Board of Directors, Audit and Supervisory Committee, Third-Party CommitteeReceipt of the Third-Party Committee's Investigation Report and Future Response Regarding Prior Interim Dividends
No system for verifying the distributable amount; procedures prescribed in the segregation-of-duties matrix were not operated; insufficient knowledge among officers and employees; standalone financial figures were not included in the Board of Directors' materials; and no verification was conducted by the Audit and Supervisory Committee or internal audit
The impact of this matter on the Company's consolidated results is immaterial.
| Item | Details |
|---|---|
| Matter Covered | Receipt of the Third-Party Committee's Investigation Report and Future Response Regarding Prior Interim Dividends |
| Decision-Making Body | Board of Directors, Audit and Supervisory Committee, Third-Party Committee |
| Decision Date | 30 October 2026 (date the investigation report was received and date of the decision not to file a liability action by the Audit and Supervisory Committee) / 21 October 2026 (acceptance of the voluntary return of executive compensation) |
| Implementation Date | 30 October 2026 (implemented, not scheduled). The measures to prevent recurrence have already been applied from the resolution of the interim dividend for the fiscal year ending March 2027. |
| Period Covered | Interim dividends effective on 5 December 2024 and 5 December 2025, and future procedures for dividend payments from retained earnings |
| Amount | Total December 2024 interim dividend: ¥4,441,152,338; excess amount: ¥71,728,211; total December 2025 interim dividend: ¥4,442,535,118; excess amount: ¥833,238,407; total interim dividend for the fiscal year ending March 2027: ¥4,493,187,062 |
| Quantity / scale | 2 interim dividends, in December 2024 and December 2025. The interim dividend for the fiscal year ending March 2027 is ¥14 per share. Current directors' voluntary return of compensation: 10% to 30% of monthly compensation for 1 to 3 months |
| Impact on Business Performance | The impact of this matter on the Company's consolidated results is immaterial. |
| Reason | No system for verifying the distributable amount; procedures prescribed in the segregation-of-duties matrix were not operated; insufficient knowledge among officers and employees; standalone financial figures were not included in the Board of Directors' materials; and no verification was conducted by the Audit and Supervisory Committee or internal audit |
| Governing Rule | Companies Act Articles 441, 446, 454(1), 459(1), 461(1) and (2), 462, and 963(5)(ii); Regulation for Corporate Accounting Articles 159(viii) and 161; Ordinance for Enforcement of the Companies Act Article 116(xv) |
| Related previous disclosures | Notice dated 8 October 2026 regarding the establishment of a third-party committee concerning prior interim dividends that exceeded the distributable amount |
| Future plans | The Company will steadily implement measures to prevent recurrence and provide regular training to directors and officers and employees involved in dividends. If matters requiring disclosure arise, the Company will disclose them promptly. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.There was no system or procedure for verifying the distributable amount, and officers and employees lacked knowledge of the Companies Act restrictions on the distributable amount. In addition, the interim dividends were not treated as separate agenda items, standalone financial figures were not presented in the Board of Directors' materials, and no verification was conducted by the Audit and Supervisory Committee or internal audit. The reasons given for not pursuing liability are that the excess had not been recognised, its practical impact was limited, efforts were being made to prevent recurrence, and executive officers had voluntarily returned compensation.