Formulation of measures to prevent recurrence
株式会社I-ne (the filing company)
Insufficient awareness and understanding of governance and compliance among the Representative Director and senior members of the executive side; concentration of authority in the Representative Director and a homogeneous management team; insufficient mechanisms to ensure the effectiveness of deliberations and oversight by the Board of Directors; deficiencies in the organizational management framework for related-party transactions; deficiencies in mechanisms for escalating concerns; deficiencies in the information management framework; and deficiencies in awareness and systems concerning the preservation of data and cooperation with investigations
Company response
Special Investigation Committee (establishment date and chairperson’s name: Not disclosed)
Change to a structure in which an independent outside director serves as Chair of the Board of Directors; consider and establish selection criteria for director candidates that include governance and compliance awareness, and build a system under which the Nomination and Compensation Committee assesses candidates’ suitability against those criteria; incorporate governance and compliance factors into the compensation and evaluation of directors; consider applying or adapting these measures to the appointment, compensation and evaluation of executive officers; conduct regular governance and compliance training for directors and executive officers; conduct governance and compliance training for all employees; specifically identify and expand situations in which the internal whistleblowing system may be used, and reiterate its availability while expressly stating that whistleblowers will not suffer any disadvantage; consider measures to improve the effectiveness of the Board of Directors, including prior coordination with the Chair regarding the agendas and materials for important meetings; review whether the approval criteria for matters subject to the Representative Director’s sole authority are appropriate, including, as necessary, transferring such matters to those requiring a Board of Directors resolution or making them conditional on prior consultation with and recommendations from the Executive Officers’ Meeting; establish and operate separate rules for the comprehensive identification and management of related-party transactions; enhance the questionnaires used in the investigation process concerning related parties (implemented as of the date of this disclosure); expand monitoring functions based on a risk-based approach for transactions that inherently carry the potential for conflicts of interest; and strengthen the information management framework, including measures to preserve business data and establish rules governing IT tools used for business operations
Ohnishi Yohei (大西洋平), Representative Director, President and CEO, will voluntarily return 100% of his executive compensation until the Company confirms the steady implementation of the measures to prevent recurrence. The period of voluntary return is planned to run through the end of December 2026.
Related procedures
Investigation by the Special Investigation Committee
The Company plans to transition the measures to prevent recurrence to the operational stage by the end of December 2026. It will implement the measures steadily and make every effort to restore trust at an early date.
| Item | Details |
|---|---|
| Event name | Formulation of measures to prevent recurrence |
| Date of occurrence | 15 May 2026 (the date on which the Board of Directors resolved the measures to prevent recurrence) |
| Subject Entity | 株式会社I-ne (the filing company) |
| Cause | Insufficient awareness and understanding of governance and compliance among the Representative Director and senior members of the executive side; concentration of authority in the Representative Director and a homogeneous management team; insufficient mechanisms to ensure the effectiveness of deliberations and oversight by the Board of Directors; deficiencies in the organizational management framework for related-party transactions; deficiencies in mechanisms for escalating concerns; deficiencies in the information management framework; and deficiencies in awareness and systems concerning the preservation of data and cooperation with investigations |
| Type of litigation or proceeding | Investigation by the Special Investigation Committee |
| Investigation structure | Special Investigation Committee (establishment date and chairperson’s name: Not disclosed) |
| Measures to prevent recurrence | Change to a structure in which an independent outside director serves as Chair of the Board of Directors; consider and establish selection criteria for director candidates that include governance and compliance awareness, and build a system under which the Nomination and Compensation Committee assesses candidates’ suitability against those criteria; incorporate governance and compliance factors into the compensation and evaluation of directors; consider applying or adapting these measures to the appointment, compensation and evaluation of executive officers; conduct regular governance and compliance training for directors and executive officers; conduct governance and compliance training for all employees; specifically identify and expand situations in which the internal whistleblowing system may be used, and reiterate its availability while expressly stating that whistleblowers will not suffer any disadvantage; consider measures to improve the effectiveness of the Board of Directors, including prior coordination with the Chair regarding the agendas and materials for important meetings; review whether the approval criteria for matters subject to the Representative Director’s sole authority are appropriate, including, as necessary, transferring such matters to those requiring a Board of Directors resolution or making them conditional on prior consultation with and recommendations from the Executive Officers’ Meeting; establish and operate separate rules for the comprehensive identification and management of related-party transactions; enhance the questionnaires used in the investigation process concerning related parties (implemented as of the date of this disclosure); expand monitoring functions based on a risk-based approach for transactions that inherently carry the potential for conflicts of interest; and strengthen the information management framework, including measures to preserve business data and establish rules governing IT tools used for business operations |
| Directors' and officers' liability | Ohnishi Yohei (大西洋平), Representative Director, President and CEO, will voluntarily return 100% of his executive compensation until the Company confirms the steady implementation of the measures to prevent recurrence. The period of voluntary return is planned to run through the end of December 2026. |
| Outlook | The Company plans to transition the measures to prevent recurrence to the operational stage by the end of December 2026. It will implement the measures steadily and make every effort to restore trust at an early date. |
Items this document does not state (16)
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 took seriously the analysis of the causes of the issues identified in the Special Investigation Committee’s investigation report and its recommendations for preventing recurrence.