Brains Technology,Inc.
4075・Growth Market・Information & Communication
Governance
Company with a Board of Corporate Auditors. The Board of Directors consists of 5 directors (1 outside director, 20% outside ratio), and the Board of Corporate Auditors consists of 3 corporate auditors (all outside). No nomination committee or compensation committee is established. The company has entered into an audit contract with Ernst & Young ShinNihon LLC and has established a three-way audit system with 2 internal audit personnel. During the fiscal year under review, the Board of Directors met 14 times, with an attendance rate of 100% for all directors.
Risk Management
The company has established the 'Risk Management Regulations,' 'Compliance Regulations,' 'Personal Information Management Regulations,' 'Information Security Management Regulations,' and other rules, building a system for periodic risk analysis using risk management checklists and reporting to the Board of Directors. In the event of an emergency, a response headquarters is established under the direction of the Representative Director, with a framework in place to coordinate response with external specialist organizations. Sustainability-related risks are periodically verified, evaluated, and reviewed under the leadership of the Board of Directors.
Shareholder Returns
No dividends have been paid since the company's founding. The forecast for FY2026 (ending July 2026) maintains an annual dividend of ¥0, with no change to the policy of prioritizing the enhancement of retained earnings during the growth phase. There is no share buyback or shareholder benefit program in place.
Dividend Policy
As the company is currently in a growth phase, it prioritizes the enhancement of retained earnings and has not paid dividends since its founding. The annual dividend forecast for FY2026 (ending July 2026) is ¥0 (year-end dividend of ¥0), and the no-dividend policy will continue for the time being. Going forward, the company plans to implement profit distribution while taking into account business results and financial condition for each period. The possibility and timing of dividend payments remain undecided at this time. If dividends are paid, the basic policy will be to pay twice a year, as an interim dividend and a year-end dividend, with the decision made by the Board of Directors.
ESG
The company positions human capital as its most important theme, implementing recruitment and development of specialized personnel from Japan and overseas, along with career development support such as 1-on-1 meetings and subsidies for books and training costs. Human capital indicators for the fiscal year under review were: engineer employee ratio of 65.7%, foreign national employee ratio of 16.4%, female manager ratio of 14.2%, and female employee ratio of 21.9%. There is no quantitative disclosure related to climate change, and the company has set diversity promotion (raising the female manager ratio and recruiting overseas talent) as a priority issue.
Last updated: October 28, 2025