OVERLAP Holdings, Inc.
414A・Growth Market・Information & Communication
OVERLAP Holdings, Inc.
414A・Growth Market・Information & Communication
Governance
Company with an Audit and Supervisory Committee. The Board of Directors consists of 6 directors (3 directors who are not Audit and Supervisory Committee members, all internal, and 3 directors who are Audit and Supervisory Committee members, all outside directors). The outside director ratio is 50%. A voluntary Nomination and Compensation Advisory Committee has been established, chaired by an independent outside director. The Board of Directors met 10 times during the fiscal year under review, with all directors attending every meeting (excluding Jun Yokoyama, who resigned during the year).
Risk Management
The Company has established the "Risk Management Regulations" and holds a Risk and Compliance Committee, chaired by the Representative Director and President, once per quarter. All risks, including sustainability-related risks, are managed centrally under these regulations to identify, mitigate, and prevent risks before they occur. The Company has also established Information Security Management Regulations and set up an internal whistleblowing system with three contact points: internal, the Audit and Supervisory Committee, and external.
Shareholder Returns
The basic policy is stable dividends targeting a payout ratio of approximately 40%. The annual dividend forecast for FY2026 (ending August 2026) is ¥44.00 per share (an increase from ¥36.20 in the prior period). No mention of share buybacks.
Dividend Policy
The basic policy is to secure internal reserves for future business development and strengthening of the management structure while continuing stable dividends, targeting a payout ratio of approximately 40%. The annual dividend forecast for FY2026 (ending August 2026) is ¥44.00 per share (a lump-sum year-end dividend). The actual result for FY2025 (ended August 2025) was ¥36.20 per share (total of ¥724 million).
ESG
Sustainability-related risks and opportunities are managed centrally by the Board of Directors and the Risk and Compliance Committee in accordance with the risk management regulations. The company positions securing and retaining human resources as its most critical challenge, and promotes diverse recruitment, training programs by job level, and flexible working arrangements such as telework and flextime. Quantitative indicators and targets have not yet been set at this time, as the organization is still expanding.
Last updated: November 25, 2025