OPTOELECTRONICS CO.,LTD.
6664・Standard Market・Electric Appliances
Governance
The company is an Audit and Supervisory Committee-based company. At the time of the annual securities report, the Board of Directors consisted of 5 members: 2 executive directors and 3 directors serving as Audit and Supervisory Committee members (all outside directors). Following the 50th Annual General Meeting of Shareholders in February 2026, the structure will transition to 7 members: 4 directors who are not Audit and Supervisory Committee members and 3 directors serving as Audit and Supervisory Committee members (2 of whom are outside directors). No Nomination Committee or Compensation Committee is established, and all important management matters are deliberated by the Board of Directors. The major shareholders, Nihon Acer (voting rights ratio of 38.84%) and Esquarre Vision Limited (20.01%), coordinate their voting rights exercise based on a shareholders' agreement, which poses a challenge for minority shareholder protection.
Risk Management
Established a management structure based on the Risk Management Regulations. The Internal Audit Office reports audit results to the Representative Director and the Audit and Supervisory Committee members, with a framework in place for coordination with the Audit and Supervisory Committee and the accounting auditor. A sustainability-specific risk management structure has not yet been established; such risks are currently addressed by integrating them into the existing Risk Management Regulations, and the company plans to review this arrangement alongside the formulation of a basic policy going forward. On the financial front, three consecutive fiscal years of operating losses and a high level of interest-bearing debt are recognized as key risks, and the company plans to repay borrowings using proceeds from a third-party allotment of new shares to Nihon Acer and others.
Shareholder Returns
Dividend for the interim period (end of Q2) of FY2026 (ending November 2026) is ¥0. The full-year forecast also calls for a year-end dividend of ¥0, continuing the no-dividend policy with an annual total of ¥0. No share buybacks. With losses continuing, the resumption of dividend payments is not foreseeable for the time being.
Dividend Policy
The basic policy is to pay a dividend once a year at fiscal year-end, while placing importance on balancing this with the need to build up internal reserves necessary to strengthen the company's business foundation and expand its operating base. For FY2025 (ending November 2025), the annual dividend was ¥0 (no dividend). For FY2026 (ending November 2026) as well, the full-year earnings forecast projects an operating loss of ¥531 million and a net loss of ¥681 million, and the annual dividend forecast is ¥0 (no dividend). The articles of incorporation stipulate that dividends of surplus may be implemented flexibly by resolution of the Board of Directors.
ESG
The company has not yet formulated a basic sustainability policy and has not set quantitative indicators or targets related to climate change or human capital. Recognizing that legal compliance, improvement of the working environment, and respect for human rights are essential to the company's sustainable growth, the Board of Directors resolved in November 2025 to introduce a new personnel system (scheduled to commence operation in December 2025). Female employees account for approximately 20% of the total workforce, and the company states there is no difference in job assignments or wages based on gender, although no female employees have been clearly appointed to managerial positions. Going forward, the company intends to consider setting indicators and targets in conjunction with formulating its basic policy.
Last updated: February 26, 2026