Formulation of measures to prevent recurrence of misconduct by the finance officer of a U.S. subsidiary and disciplinary actions against those involved
The filing company, consolidated subsidiary Sanyo Corporation of America (SCOA), and consolidated subsidiary 三洋機械工業株式会社
Cash and deposits management and remittance operations at SCOA and 三洋機械工業株式会社
At SCOA, the segregation of duties for applications and approvals did not function because the IDs and physical tokens of former employees remained in place. At 三洋機械工業株式会社, cash and deposits management had for many years been assigned exclusively to a single part-time accounting employee, resulting in inadequate management of disbursement authority, checks and internal controls, as well as other deficiencies and vulnerabilities in the Group's risk management and internal controls.
Company response
Special Investigation Committee. The investigation report was received on 9 November 2026, and the publicly disclosed version has been released.
①Appropriate management of authentication methods and access privileges, ②establishment of effective segregation of duties and approval processes, ③introduction of verification procedures independent of internal information, (2) strengthening of Group controls and monitoring functions by the head office's administrative departments, (3) enhancement of the internal audit function, and (4) strengthening of administrative departments and functions and development of human resources
Representative Director and President Shintani Masanobu (新谷 正伸): voluntarily waived 50% of monthly executive compensation for 3 months. Director responsible for administrative departments Otani Ryuichi (大谷 隆一): voluntarily waived 50% of monthly executive compensation for 3 months. Director responsible for business divisions and Head of the Public Relations and IR Office Namba Yoshiki (難波 嘉己): voluntarily waived 25% of monthly executive compensation for 3 months. Director responsible for business divisions Hirasawa Mitsuyasu (平澤 光康): voluntarily waived 10% of monthly executive compensation for 3 months.
Related procedures
Investigation by the Special Investigation Committee and internal disciplinary action
The highly urgent measures to prevent recurrence are scheduled for completion by the end of December 2026, and the entirety of (1) and (2) by the end of March 2027. Work on (3) and (4) will begin at an early stage, with the Company aiming to embed them by the end of September 2027. The Board of Directors and the Audit and Supervisory Committee will continue to monitor implementation.
An interim report is scheduled for around May 2027, and a final report for around November 2027.
| Item | Details |
|---|---|
| Event name | Formulation of measures to prevent recurrence of misconduct by the finance officer of a U.S. subsidiary and disciplinary actions against those involved |
| Date of occurrence | 13 November 2026 (the date on which the resolution on measures to prevent recurrence, the offer to voluntarily waive executive compensation and disciplinary actions against those involved were announced) |
| Date recognized / date notice received | September 2026 (when the misconduct in question was discovered). The Special Investigation Committee's investigation report was received and publicly disclosed on 9 November 2026. |
| Subject Entity | The filing company, consolidated subsidiary Sanyo Corporation of America (SCOA), and consolidated subsidiary 三洋機械工業株式会社 |
| Target Locations / Products | Cash and deposits management and remittance operations at SCOA and 三洋機械工業株式会社 |
| Cause | At SCOA, the segregation of duties for applications and approvals did not function because the IDs and physical tokens of former employees remained in place. At 三洋機械工業株式会社, cash and deposits management had for many years been assigned exclusively to a single part-time accounting employee, resulting in inadequate management of disbursement authority, checks and internal controls, as well as other deficiencies and vulnerabilities in the Group's risk management and internal controls. |
| Type of litigation or proceeding | Investigation by the Special Investigation Committee and internal disciplinary action |
| Date of filing / date of action | 13 November 2026 (the date on which the Board of Directors resolved the measures to prevent recurrence and announced disciplinary actions against those involved) |
| Investigation structure | Special Investigation Committee. The investigation report was received on 9 November 2026, and the publicly disclosed version has been released. |
| Measures to prevent recurrence | ①Appropriate management of authentication methods and access privileges, ②establishment of effective segregation of duties and approval processes, ③introduction of verification procedures independent of internal information, (2) strengthening of Group controls and monitoring functions by the head office's administrative departments, (3) enhancement of the internal audit function, and (4) strengthening of administrative departments and functions and development of human resources |
| Directors' and officers' liability | Representative Director and President Shintani Masanobu (新谷 正伸): voluntarily waived 50% of monthly executive compensation for 3 months. Director responsible for administrative departments Otani Ryuichi (大谷 隆一): voluntarily waived 50% of monthly executive compensation for 3 months. Director responsible for business divisions and Head of the Public Relations and IR Office Namba Yoshiki (難波 嘉己): voluntarily waived 25% of monthly executive compensation for 3 months. Director responsible for business divisions Hirasawa Mitsuyasu (平澤 光康): voluntarily waived 10% of monthly executive compensation for 3 months. |
| Outlook | The highly urgent measures to prevent recurrence are scheduled for completion by the end of December 2026, and the entirety of (1) and (2) by the end of March 2027. Work on (3) and (4) will begin at an early stage, with the Company aiming to embed them by the end of September 2027. The Board of Directors and the Audit and Supervisory Committee will continue to monitor implementation. |
| Planned follow-up disclosure | An interim report is scheduled for around May 2027, and a final report for around November 2027. |
Items this document does not state (12)
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.This was based on the causes identified by the Special Investigation Committee for the occurrence of, and delays in detecting, unauthorized disbursements at SCOA and 三洋機械工業株式会社, as well as deficiencies and vulnerabilities in the Group's risk management and internal controls.