Publication of the Independent Investigation Committee's Final Investigation Report
株式会社ウェルディッシュ (the subject company)
Fourth and third stock acquisition rights, acquisition of shares in PP株式会社, consideration of the acquisition of V社 and ZX社, the school meal business, sales support services for nursing-care products for hospital inpatients, revenue from consulting and other services, and disclosures concerning M&A
Management's excessive focus on the share price and its own economic interests, a lack of compliance awareness among senior management, insufficient attention to establishing a compliance framework, a lack of management oversight, the concentration of authority in A, the former president, and the failure of internal controls, and excessively close ties with the TM Group
Company response
Independent Investigation Committee. The committee was chaired by Ishii Teruhisa (石井輝久), attorney-at-law, and its members were Okuyama Kenji (奥山健志), attorney-at-law, and Okamura Kenichiro (岡村憲一郎), certified public accountant. The committee was established on 22 April 2026. FRONTEO, Inc. also conducted digital forensics on emails.
A fundamental review of the management structure, rebuilding the management framework for documents, records and materials submitted externally, stricter management of stock acquisition rights, an objective assessment of the relationship with the T Group, a fundamental review of the revenue structure, and a fundamental rebuilding of the internal control framework
A, the former president, resigned as representative director (disclosed on 19 May 2026)
Related procedures
Investigation by the Independent Investigation Committee and publication of its final investigation report
Based on the investigation findings, the company will undertake the necessary improvements to address issues concerning its internal management system and governance, and will formulate and implement effective measures to prevent recurrence. The specific measures to prevent recurrence will be promptly published once finalized.
The specific measures to prevent recurrence will be promptly published once finalized. If any matters arise that should be disclosed in the future, the company will make timely and appropriate disclosures.
| Item | Details |
|---|---|
| Event name | Publication of the Independent Investigation Committee's Final Investigation Report |
| Date of occurrence | 10 August 2026 (the date on which the public version of the final investigation report was published) |
| Date recognized / date notice received | 9 August 2026 (the date on which the public version of the final investigation report was received from the committee) |
| Subject Entity | 株式会社ウェルディッシュ (the subject company) |
| Target Locations / Products | Fourth and third stock acquisition rights, acquisition of shares in PP株式会社, consideration of the acquisition of V社 and ZX社, the school meal business, sales support services for nursing-care products for hospital inpatients, revenue from consulting and other services, and disclosures concerning M&A |
| Cause | Management's excessive focus on the share price and its own economic interests, a lack of compliance awareness among senior management, insufficient attention to establishing a compliance framework, a lack of management oversight, the concentration of authority in A, the former president, and the failure of internal controls, and excessively close ties with the TM Group |
| Type of litigation or proceeding | Investigation by the Independent Investigation Committee and publication of its final investigation report |
| Investigation structure | Independent Investigation Committee. The committee was chaired by Ishii Teruhisa (石井輝久), attorney-at-law, and its members were Okuyama Kenji (奥山健志), attorney-at-law, and Okamura Kenichiro (岡村憲一郎), certified public accountant. The committee was established on 22 April 2026. FRONTEO, Inc. also conducted digital forensics on emails. |
| Measures to prevent recurrence | A fundamental review of the management structure, rebuilding the management framework for documents, records and materials submitted externally, stricter management of stock acquisition rights, an objective assessment of the relationship with the T Group, a fundamental review of the revenue structure, and a fundamental rebuilding of the internal control framework |
| Directors' and officers' liability | A, the former president, resigned as representative director (disclosed on 19 May 2026) |
| Outlook | Based on the investigation findings, the company will undertake the necessary improvements to address issues concerning its internal management system and governance, and will formulate and implement effective measures to prevent recurrence. The specific measures to prevent recurrence will be promptly published once finalized. |
| Planned follow-up disclosure | The specific measures to prevent recurrence will be promptly published once finalized. If any matters arise that should be disclosed in the future, the company will make timely and appropriate disclosures. |
Items this document does not state (13)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The company received the final investigation report in a public version that had been partially anonymized and otherwise redacted to protect personal information and confidential information concerning business partners and others. Based on the investigation findings, the company stated that it would work to improve its internal management and governance systems and formulate and implement measures to prevent recurrence.