ValueCommerce Co., Ltd.
2491・Prime Market・Services
Governance
Company with an Audit and Supervisory Committee (transitioned to this structure in 2016). The Board of Directors consists of 10 members in total (6 executive directors and 4 outside directors serving as Audit and Supervisory Committee members), with outside directors accounting for 40% of the board. The Nomination Committee (chaired by an outside director) and the Compensation Committee (chaired by an outside director) have been established as advisory bodies to the Board of Directors to ensure transparency and objectivity. An executive officer system has been in place since 2012.
Risk Management
The company has established a Risk Management Committee chaired by the President and Representative Director, building a cross-organizational risk management framework based on the Basic Risk Management Regulations. The committee meets at least four times a year to identify and assess sustainability-related risks, reporting to the Board of Directors. For significant risks, the responsible division general manager takes charge of the response, establishing working groups as necessary. The company has also established a Compliance Committee, an internal whistleblowing system, and an Internal Audit Office, and implements centralized management through an incident management secretariat.
Shareholder Returns
For FY2026 (ending December 2026), the company sets a basic target payout ratio of 30%. The annual dividend forecast is ¥16 per share (interim ¥8, year-end ¥8). The actual dividend for the previous period (FY2025, ended December 2025) was ¥49 per share for the year (interim ¥25, year-end ¥24). Share buybacks can be implemented by resolution of the Board of Directors under the Articles of Incorporation.
Dividend Policy
The dividend policy for FY2026 (ending December 2026) aims to implement stable dividends, with a basic target payout ratio of 30%. However, this will be implemented after comprehensively considering financial soundness and free cash flow. The annual dividend forecast for FY2026 (ending December 2026) is ¥16 per share (¥8 at the end of the second quarter, ¥8 at year-end). The actual result for the previous period (FY2025, ended December 2025) was ¥49 per share for the year (interim ¥25, year-end ¥24).
ESG
Sustainability promotion efforts are consolidated into five activity themes: "responding to environmental and social change," "improving information security," "preparing for business continuity crises," "strengthening governance," and "respecting diversity and developing human capital." In human capital initiatives, the company has set a target of average monthly overtime within 30 hours, achieving 11 hours in 2025 results. It achieved a 30.0% ratio of women in management positions and a 90.9% rate of male employees taking childcare leave. The company has established a flexible workplace environment, including hybrid work and a personnel system with no residential location restrictions. The ESG promotion project is led by the CFO, and the Board of Directors deliberates on sustainability issues at least once a year.
Last updated: March 26, 2026