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Governance7363baby calendar Inc.Information and Communications, Services and Others

Notice Concerning Measures to Prevent Recurrence and the Internal Control Improvement Plan

In response to the former CFO’s embezzlement of funds, the company formulated an improvement plan to strengthen controls over bank account management, segregation of duties, accounts receivable reconciliations, IT access rights management, internal audit, risk management and other areas, and has begun implementing some measures. As part of management’s accountability, directors’ compensation has been reduced and audit and supervisory board members have voluntarily relinquished part of their compensation.

Worth reading
66In focus
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
20
Monthly compensation for the representative director reduced by 20% for 2 months (10% voluntarily relinquished by directors and outside directors, and 10% voluntarily relinquished by audit and supervisory board members)
Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Board
Number of directors4 (including 3 outside directors)
Committee1
Risk and Compliance Committee (percentage of outside committee members: not disclosed)
Changes this time

The company formulated measures to prevent recurrence and an internal control improvement plan, including monthly meetings of the Risk and Compliance Committee, reporting on internal controls and internal audits, segregation of duties and dual authorization requirements, monthly reconciliation of accounts receivable, IT access rights and log management, and enhanced coordination among the three audit functions, and has begun implementing some of the measures. Directors’ compensation has been reduced and audit and supervisory board members have voluntarily relinquished part of their compensation.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Board
Number of directors4 (including 3 outside directors)
CommitteeRisk and Compliance Committee (percentage of outside committee members: not disclosed)
Changes this timeThe company formulated measures to prevent recurrence and an internal control improvement plan, including monthly meetings of the Risk and Compliance Committee, reporting on internal controls and internal audits, segregation of duties and dual authorization requirements, monthly reconciliation of accounts receivable, IT access rights and log management, and enhanced coordination among the three audit functions, and has begun implementing some of the measures. Directors’ compensation has been reduced and audit and supervisory board members have voluntarily relinquished part of their compensation.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

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.

In response to the former CFO’s embezzlement of funds related to advertising revenue deposits and other matters, to eliminate the concentration of authority, deficiencies in reconciliations and checks and balances, and the malfunctioning of the accounting, internal audit and risk management systems identified by the Special Investigation Committee, thereby preventing recurrence, improving the effectiveness of internal controls and restoring trust.

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 Concerning Measures to Prevent Recurrence and the Internal Control Improvement Plan | baby calendar Inc. (7363) timely disclosure | Komori