Komori
Occurring Fact7036eMnet Japan.co.ltd.Information and Communications, Services and Others

Notice Regarding the Publication of the Independent Committee of Experts’ Investigation Report and Reduction of Directors’ Compensation

The final version of the independent committee's investigation report was completed, finding that the former CFO had fraudulently transferred ¥460 million in company funds and falsified accounting records. In response, the Representative Director and President's executive compensation will be reduced by 30% per month from April through June 2026.

Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Deterioration
Direction inferred from the company’s description.
Scale
460
¥ million
Wording
Conditional
How definitive the wording is.

Publication of the independent committee's investigation report and reduction of executive compensation

Subject Entity

eMnet Japan.co.ltd.

Target Locations / Products

The Mizuho Bank account in the company's name and the company's accounting and disclosure materials

Occurrence5 January 2026 (the date on which suspicions of the misconduct became known; the final version of the investigation report was completed and the reduction in executive compensation was approved on 30 March 2026)
Same day
Awareness or receipt of notice5 January 2026 (the date on which suspicions of unauthorized expenditures of company funds became known)
This disclosure03/30/2026
Cause

The concentration of authority in the former director in question, the lack of checks and balances, and the company's failure to give sufficient weight to audits by the Audit & Supervisory Committee and the parent company, among other factors

Company response

Investigation structure

The company resolved to establish an independent committee on 11 January 2026 and appointed its members on 19 January 2026. The committee is chaired by Matsuyama Haruka (松山遙), with Yamada Kazuhiko (山田和彦) and Fujita Daisuke (藤田大介) as members. The investigation period runs from 19 January through 27 March 2026.

Measures to prevent recurrence

Decentralization of management authority relating to accounting and finance, strengthening of checks and balances by the internal audit department and the Audit & Supervisory Committee, strengthening of the Board of Directors' oversight function, and a review of the internal whistleblowing system

Directors' and officers' liability

The monthly basic compensation of the Representative Director and President will be reduced by 30%. The reduction will apply for the three-month period from April through June 2026.

Amount of Impact on Business Performance

¥460 million (the amount of damage caused by the misconduct; the impact on financial results is currently under review)

Impact on Earnings Forecast

The impact of the misconduct on financial results for the current fiscal year is currently under review. The company plans to disclose the earnings summary for the fiscal year ended December 2025 on 31 March 2026.

Related procedures

Type

Investigation by a third-party committee

Outlook

The company plans to submit correction reports for prior-year annual securities reports and other filings and to disclose corrected earnings summaries and other materials on 31 March 2026. It will promptly formulate measures to prevent recurrence and strengthen its internal control and corporate governance systems. The company will take steps to pursue legal measures against the former director in question, including filing a criminal complaint and seeking civil damages.

Planned follow-up disclosure

The company plans to disclose a correction report, the corrected earnings summary and supplementary earnings materials on 31 March 2026. Measures to prevent recurrence will be promptly announced once determined.

Event that occurred
ItemDetails
Event namePublication of the independent committee's investigation report and reduction of executive compensation
Date of occurrence5 January 2026 (the date on which suspicions of the misconduct became known; the final version of the investigation report was completed and the reduction in executive compensation was approved on 30 March 2026)
Date recognized / date notice received5 January 2026 (the date on which suspicions of unauthorized expenditures of company funds became known)
Subject EntityeMnet Japan.co.ltd.
Target Locations / ProductsThe Mizuho Bank account in the company's name and the company's accounting and disclosure materials
CauseThe concentration of authority in the former director in question, the lack of checks and balances, and the company's failure to give sufficient weight to audits by the Audit & Supervisory Committee and the parent company, among other factors
Amount of Impact on Business Performance¥460 million (the amount of damage caused by the misconduct; the impact on financial results is currently under review)
Impact on Earnings ForecastThe impact of the misconduct on financial results for the current fiscal year is currently under review. The company plans to disclose the earnings summary for the fiscal year ended December 2025 on 31 March 2026.
Type of litigation or proceedingInvestigation by a third-party committee
Investigation structureThe company resolved to establish an independent committee on 11 January 2026 and appointed its members on 19 January 2026. The committee is chaired by Matsuyama Haruka (松山遙), with Yamada Kazuhiko (山田和彦) and Fujita Daisuke (藤田大介) as members. The investigation period runs from 19 January through 27 March 2026.
Measures to prevent recurrenceDecentralization of management authority relating to accounting and finance, strengthening of checks and balances by the internal audit department and the Audit & Supervisory Committee, strengthening of the Board of Directors' oversight function, and a review of the internal whistleblowing system
Directors' and officers' liabilityThe monthly basic compensation of the Representative Director and President will be reduced by 30%. The reduction will apply for the three-month period from April through June 2026.
OutlookThe company plans to submit correction reports for prior-year annual securities reports and other filings and to disclose corrected earnings summaries and other materials on 31 March 2026. It will promptly formulate measures to prevent recurrence and strengthen its internal control and corporate governance systems. The company will take steps to pursue legal measures against the former director in question, including filing a criminal complaint and seeking civil damages.
Planned follow-up disclosureThe company plans to disclose a correction report, the corrected earnings summary and supplementary earnings materials on 31 March 2026. Measures to prevent recurrence will be promptly announced once determined.
Items this document does not state (11)
Accounting period in which recognizedCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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 investigation found and identified the former CFO's fraudulent transfer of company funds, falsification of materials submitted to the accounting auditor, the concentration of authority in the former CFO, and the lack of checks and balances, among other matters. The company states that it will reduce the Representative Director and President's executive compensation to clarify management responsibility.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Publication of the Independent Committee of Experts’ Investigation Report and Reduction of Directors’ Compensation | eMnet Japan.co.ltd. (7036) timely disclosure | Komori