Nihon M&A Center Holdings Inc.
Notice of Receipt of Third-Party Committee Investigation Report and Future Response
Following identification that prior interim dividends exceeded the distributable amount, a third-party committee was established and its investigation report received. Recurrence-prevention measures were published, incumbent executives voluntarily returned part of their remuneration, and findings on civil liability were presented. The interim dividend for the fiscal year ending March 2027 will be resolved as an independent agenda item after confirming it falls within the distributable amount. Deficiencies were pointed out in the finance and accounting department's structure and procedures.
Key Figures
- Total interim dividends: 4,441,152,338 yen / 4,442,535,118 yen
- Distributable amount as of effective date: 4,369,424,127 yen / 3,609,296,711 yen
- Amount exceeding distributable amount: 71,728,211 yen / 833,238,407 yen
- Interim dividend for fiscal year ending March 2027: 4,493,187,062 yen (14 yen/shares)
AI要約
Background
Nihon M&A Center Holdings Inc. received an investigation report from a third-party committee which determined that past interim dividends had exceeded the distributable amount. The committee identified causes including the absence of a verification framework for the distributable amount, deficiencies in the practical operation of procedures, and insufficient involvement by the board of directors and audit bodies.
Recurrence Prevention and Future Response
As recurrence-prevention measures, the company will treat surplus dividend approvals as independent proposals to the board of directors, document the calculation process for the distributable amount in materials, introduce checklists, establish confirmation flows with audit bodies, and implement regular training. For the interim dividend of the fiscal year ending March 2027, approval procedures will proceed with the item submitted as an independent proposal to restore stakeholders' trust in dividends.
Nihon M&A Center Holdings Inc.
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