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THE WHY HOW DO COMPANY株式会社 logo

THE WHY HOW DO COMPANY,Inc.

3823Standard MarketInformation & Communication

THE WHY HOW DO COMPANY株式会社 logo
THE WHY HOW DO COMPANY,Inc.3823

Governance

Company with a Board of Corporate Auditors. Composed of 9 directors (of whom 4 are outside directors, including 3 independent officers) and 3 corporate auditors (of whom 2 are outside auditors). The Board of Directors held 17 meetings during the fiscal year under review. A Management Committee and an Internal Control Committee have been established, forming a multi-layered governance structure. No Nomination Committee or Compensation Committee has been established.

Outside Director Ratio

44.4%

Nomination Committee

Not Established

Compensation Committee

Not Established

Risk Management

The Company has established a "Risk Management Regulation" and continuously identifies risks through the Board of Directors and Management Committee. The Internal Control Committee, chaired by the President and Representative Director, oversees risk management, and preventive and countermeasure frameworks have been established through the Crisis Management Regulation, internal whistleblower system, and cooperation with retained legal counsel. The Company continues to develop its management framework to strengthen the centralization of risk information.

Shareholder Returns

The company prioritizes M&A investment funds, so it will remain dividend-free in the current period (FY2026, ending April 2026). It also plans no dividend in its forecast for FY2027 (ending April 2027). No disclosure regarding share buybacks. No payout ratio target has been set.

Dividend Policy

The company's management strategy centers on M&A-driven investment, and for the time being it plans to prioritize allocating funds to investment. As a result, it plans to remain dividend-free in both the current period (FY2026, ending April 2026) and the following period (FY2027, ending April 2027).

Dividend

None

Share Buyback

None

Shareholder Benefits

None

ESG

No sustainability basic policy has been formulated yet. The medium-term management plan formulated in August 2022 sets forth support for a green society (SDGs) and enhancement of sustainability, but no specific indicators or targets have been established. Regarding human capital, the company is considering strengthening alignment with management strategy, human resource development, and improvement of the internal environment. A dedicated ESG governance structure has not yet been established at this time.

Last updated: November 28, 2025