Publication of the Third-Party Committee's Investigation Report and Future Actions
FUKUDA DENSHI CO.,LTD. and its subsidiaries
The basement parking lot at the Hongo Business Office, the eighth-floor area of the Hongo Business Office, the former chairman's vehicle and company vehicles, expenses, secretarial services, and the work of officers and employees
The concentration of authority and influence in the former chairman, the failure of the Board of Directors' oversight function, the failure of the statutory auditors' audit function, exceptional treatment in the processing of the Representative Director's expenses, the concentration of functions in the Secretariat and the absence of checks and balances, the absence of a system for managing company assets, exclusion from the scope of internal audits, the failure of the internal whistleblowing system, the unclear boundary between the founding family and the company, deference and silence, and the entrenchment of an attitude that did not regard the commingling of personal and official affairs as problematic
Company response
The third-party committee was established on 25 June 2026. The chair was Fusamura Seiichi (房村精一), and the members were Nishimura Koji (西村光治) and Takagi Akira (髙木明). The investigation was conducted from 25 June through 29 October 2026
Strengthening controls over entertainment expenses and company assets, strengthening internal audits and the internal whistleblowing system, enhancing training for directors, establishing an appropriate organizational structure for a stock company, institutionalizing generational changes among management personnel, clarifying the roles of management and execution, overhauling the company's deliberative bodies, developing a management personnel training system, increasing transparency in the compensation structure and decision-making process, reforming the awareness of top management and clarifying its responsibilities, strengthening the Board of Directors' oversight function, strengthening the audit function, tightening expense controls for officers, reviewing the Secretariat's operations, properly managing company assets, strengthening the effectiveness of the internal whistleblowing system, and verifying and monitoring the implementation of measures to prevent recurrence
Voluntary return of compensation by the relevant officers. The former chairman's directorship changed from director to no longer being a director on 16 June 2026
¥154,497,155 (reimbursement from the former chairman; accounting classification: Not disclosed). The third-party committee calculated the damage or economic loss resulting from the driver's personal use at ¥14,883,092, including tax, but stated that this was only a rough indication
Related procedures
Investigation by an independent committee
The company will organize the relationship between the third-party committee's findings and recommendations and existing measures, and consider necessary revisions and additional measures. The specific details, implementation status and future schedule will be disclosed once decided
The specific details, implementation status and future schedule will be disclosed again once decided
| Item | Details |
|---|---|
| Event name | Publication of the Third-Party Committee's Investigation Report and Future Actions |
| Date of occurrence | 9 November 2026 (the date the investigation report was published) |
| Date recognized / date notice received | 30 October 2026 (the date the investigation report was received from the third-party committee) |
| Subject Entity | FUKUDA DENSHI CO.,LTD. and its subsidiaries |
| Target Locations / Products | The basement parking lot at the Hongo Business Office, the eighth-floor area of the Hongo Business Office, the former chairman's vehicle and company vehicles, expenses, secretarial services, and the work of officers and employees |
| Cause | The concentration of authority and influence in the former chairman, the failure of the Board of Directors' oversight function, the failure of the statutory auditors' audit function, exceptional treatment in the processing of the Representative Director's expenses, the concentration of functions in the Secretariat and the absence of checks and balances, the absence of a system for managing company assets, exclusion from the scope of internal audits, the failure of the internal whistleblowing system, the unclear boundary between the founding family and the company, deference and silence, and the entrenchment of an attitude that did not regard the commingling of personal and official affairs as problematic |
| Amount of Impact on Business Performance | ¥154,497,155 (reimbursement from the former chairman; accounting classification: Not disclosed). The third-party committee calculated the damage or economic loss resulting from the driver's personal use at ¥14,883,092, including tax, but stated that this was only a rough indication |
| Type of litigation or proceeding | Investigation by an independent committee |
| Investigation structure | The third-party committee was established on 25 June 2026. The chair was Fusamura Seiichi (房村精一), and the members were Nishimura Koji (西村光治) and Takagi Akira (髙木明). The investigation was conducted from 25 June through 29 October 2026 |
| Measures to prevent recurrence | Strengthening controls over entertainment expenses and company assets, strengthening internal audits and the internal whistleblowing system, enhancing training for directors, establishing an appropriate organizational structure for a stock company, institutionalizing generational changes among management personnel, clarifying the roles of management and execution, overhauling the company's deliberative bodies, developing a management personnel training system, increasing transparency in the compensation structure and decision-making process, reforming the awareness of top management and clarifying its responsibilities, strengthening the Board of Directors' oversight function, strengthening the audit function, tightening expense controls for officers, reviewing the Secretariat's operations, properly managing company assets, strengthening the effectiveness of the internal whistleblowing system, and verifying and monitoring the implementation of measures to prevent recurrence |
| Directors' and officers' liability | Voluntary return of compensation by the relevant officers. The former chairman's directorship changed from director to no longer being a director on 16 June 2026 |
| Outlook | The company will organize the relationship between the third-party committee's findings and recommendations and existing measures, and consider necessary revisions and additional measures. The specific details, implementation status and future schedule will be disclosed once decided |
| Planned follow-up disclosure | The specific details, implementation status and future schedule will be disclosed again once decided |
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.To establish the facts, analyze the causes, and consider and recommend measures to prevent recurrence regarding the former chairman's commingling of personal and official affairs, including his personal use of expenses, company assets and human resources. The third-party committee identified the concentration of authority and influence in the former chairman, the failure of the Board of Directors' oversight function and the statutory auditors' audit function, and deficiencies in internal controls, among other factors, as causes.