CELSYS,Inc.
3663・Prime Market・Information & Communication
Governance
The company has an Audit and Supervisory Committee structure. The Board of Directors consists of 10 members in total: 7 directors excluding Audit and Supervisory Committee members (2 of whom are outside directors) plus 3 Audit and Supervisory Committee members (2 of whom are outside directors). All 4 outside directors have been designated as independent officers. A Nomination and Compensation Committee (chaired by an outside director, with independent outside directors constituting a majority) has been established as an advisory body to the Board of Directors. During the fiscal year under review, the Board of Directors met 13 times, with an attendance rate of 100% for all members.
Risk Management
The company has established Risk Management Regulations, Emergency Response Regulations, and Information Security Management Regulations, with the Internal Audit Department and Information Systems Department periodically reviewing risks and reporting to the Board of Directors. Sustainability-related risks are managed by the Sustainability Committee, and a structure has been built whereby each department, in coordination with the Risk and Compliance Committee, formulates and reports response policies. Compliance training is conducted at least once a year, and an internal whistleblowing system involving outside attorneys has also been introduced.
Shareholder Returns
ROE of 30% or higher is set as a key KPI, with a policy of maintaining stable dividends and striving for a mid- to long-term increase. Actual dividend for FY2025 (ending December 2025) was ¥36 per share annually (including a ¥10 commemorative dividend for the Prime Market listing). For FY2026 (ending December 2026), an interim dividend of ¥18 and a year-end dividend of ¥20 are planned, totaling ¥38 annually (a ¥2 increase). In March 2026, the company carried out its first-ever cancellation of 1.5 million treasury shares.
Dividend Policy
While setting ROE of 30% or higher as a key KPI, the policy is to maintain a stable dividend amount in principle and strive for a mid- to long-term increase. Actual results for FY2025 (ending December 2025): interim dividend of ¥22 (including a ¥10 commemorative dividend for the Prime Market listing) + year-end dividend of ¥14 = annual total of ¥36. Planned for FY2026 (ending December 2026): interim dividend of ¥18 + year-end dividend of ¥20 = annual total of ¥38 (a ¥2 increase year-on-year). Additionally, as of March 16, 2026, the company carried out its first-ever cancellation of 1,500,000 treasury shares (resulting in a decrease of ¥1,500,915 thousand each in other capital surplus and treasury shares).
ESG
In January 2024, the company established a Sustainability Committee and identified materiality themes across five areas: business development, creator support, employee engagement, reduction of environmental impact, and sustainable management. It conducted climate change scenario analysis (4°C and 1.5°C scenarios) in line with TCFD recommendations, and disclosed FY2025 GHG emissions (Scope 1+2, market-based) of 83.3tCO2. In terms of human capital, the company achieved a female manager ratio of 33.3%, a foreign employee ratio of 11.8%, a male childcare leave uptake rate of 66.7%, and a female childcare leave uptake rate of 100%.
Last updated: March 31, 2026