SATUDORA HOLDINGS CO., LTD.
3544・Standard Market・Retail Trade
Governance
The company is a company with an audit and supervisory committee. The board of directors consists of 10 members (6 outside directors, an outside director ratio of 60%), with outside directors holding a majority. It has established a Nomination and Compensation Committee (with outside directors holding a majority, meeting 12 times a year) as well as a Sustainability Committee and a Control Committee, aiming to enhance its governance structure.
Risk Management
The Control Committee and the Corporate Governance Group's Risk and Compliance Team oversee risk management, preparing and maintaining the risk map. Sustainability-related risks, including climate change, are discussed and assessed by the Sustainability Committee, with a framework in place for regular reporting to the Board of Directors. Manuals for responding to natural disasters and infectious diseases have also been established.
Shareholder Returns
The year-end dividend for FY2026 (ending May 2026) has been revised to no dividend (versus ¥10.00 in the prior period) in light of the MBO. Following completion of the MBO, the company's shares are expected to be delisted, so no dividend forecast for FY2027 (ending May 2027) has been disclosed. The shareholder benefit program has also been abolished. There were no share buybacks during the current period.
Dividend Policy
For the year-end dividend for FY2026 (ending May 2026), the company has decided on no dividend in light of the tender offer (MBO) being conducted by Tera Co., Ltd. If this tender offer is completed, the company's shares are expected to be delisted through subsequent prescribed procedures, and therefore no dividend forecast has been stated for FY2027 (ending May 2027) onward. Note that the policy set forth in the medium-term management plan of "a minimum of ¥10 per share annually, aiming eventually for a consolidated payout ratio of 30%" has effectively been terminated as a result of the MBO. The shareholder benefit program has also been abolished.
ESG
The company has established a Sustainability Committee chaired by the CFO and conducted climate change risk and opportunity analysis in line with TCFD recommendations (transition risk under a 1.5°C scenario, physical risk under a 4°C scenario). On the human capital front, the company prioritizes diversity promotion and health and productivity management, with three companies in the Satudora Group certified as "Certified Health and Productivity Management Outstanding Organization 2025 (White 500)" for the second consecutive year. The ratio of women in managerial positions stands at 17.9% (target: 20% or higher by May 2027), and the male childcare leave uptake rate is 62.5% (target: 100% by May 2028). Measurement and reduction targets for greenhouse gas emissions are to be considered going forward.
Last updated: August 7, 2025