Consec Corporation
External Investigation Results and Recurrence Prevention Measures Regarding Dividends Exceeding Distributable Amount and Timeline of Publication Delay
An external investigation found that the year-end dividend for the fiscal year ending March 2025 exceeded the distributable amount. Causes included lack of knowledge, deficiencies in internal controls, and lack of verification procedures. The company announced recurrence prevention measures including internal training, procedural documentation, strengthening of internal audit, and the return of executive compensation.
Key Figures
- Total Dividends: 47,497,239 yen
- Capital Reserve: Transfer of 1,500 million yen to other capital surplus (resolved)
- Treasury Stock Balance: 140 million yen (Year-end March 2025)
AI要約
Causes and Chronology
The background to the implementation of dividends exceeding the distributable amount includes insufficient knowledge among directors and the management division, lack of awareness of dividend regulations, deficiencies in internal controls, and dysfunction of audit and internal audit functions. The external investigation committee pointed out that the representative director and the head of the management division recognized the facts shortly before the shareholders meeting but failed to take appropriate corrective actions. The dividend payment was completed on June 26, 2025.
Recurrence Prevention Measures and Future Initiatives
The company announced recurrence prevention measures centered on conducting internal training, clarifying division of duties and preparing procedure manuals and checklists, ensuring distribution of pre-meeting materials for board deliberations, enhancing internal audit, and utilizing internal and external personnel. The measures include re-verification of the effectiveness of internal controls and strengthening appropriate information sharing and reporting frameworks between statutory auditors and the accounting auditor.
Consec Corporation
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