Happiness and D Co.,Ltd.
3174・Standard Market・Retail Trade
Governance
The company is structured as a company with an Audit and Supervisory Committee. The Board of Directors consists of 8 members in total: 5 executive directors and 3 Audit and Supervisory Committee members (2 of whom are outside directors). The Audit and Supervisory Committee is composed of a majority of outside directors, with 2 independent officers (a lawyer and a tax accountant) responsible for the audit and oversight function. Neither a nomination committee nor a compensation committee has been established.
Risk Management
A Risk Management Committee, chaired by the Representative Director and President, is convened on a regular basis, and the company has established internal regulations including the Risk Management Regulations, Compliance Regulations, and Information Security Management Regulations. It has also set up an Internal Audit Office, an internal whistleblowing system, and a disaster prevention manual, thereby building a group-wide risk management framework. Note that the company has continuously recorded operating losses and net losses since the fiscal year ended August 2023, and material doubt exists regarding its ability to continue as a going concern.
Shareholder Returns
No dividend for both interim and year-end in FY2026 (ending August 2026) (annual dividend ¥0). The full-year earnings forecast also maintains no dividend. In FY2025 (ending August 2025), an interim dividend of ¥7.50 per share was paid, but the year-end dividend was omitted (annual total ¥7.50). Due to continued losses, the previous policy of a 30% payout ratio with a minimum of ¥15 has effectively been suspended.
Dividend Policy
In FY2026 (ending August 2026), the interim dividend is ¥0 and the forecast year-end dividend is ¥0 (annual total ¥0). In FY2025 (ending August 2025), an interim dividend of ¥7.50 per share was paid, but due to a net loss attributable to owners of the parent, the year-end dividend was omitted (annual total ¥7.50). The company has recorded operating losses, ordinary losses, and net losses continuously since FY2023 (ending August 2023), and the previous policy of a payout ratio of approximately 30% with a minimum annual dividend of ¥15 per share is not currently being applied.
ESG
Established the "Basic Policy on Sustainability" and identified five materiality issues: poverty, health and welfare, gender, resource conservation, and marine conservation. Implemented donations to the Barrier-Free Fund and the Umi to Nippon Project (Sea and Japan Project), introduced charges for shopping bags (usage rate of 30.8%), and developed private-brand products using recycled materials. In terms of human capital, achieved a 36.5% ratio of women in management positions and a 50.0% rate of male employees taking childcare leave, while establishing an internal job posting system, a qualification acquisition support program, and AI role-playing training, among other initiatives.
Last updated: November 26, 2025