TOP CULTURE Co.,Ltd.
7640・Standard Market・Retail Trade
Governance
The company has adopted a board of corporate auditors system. The board consists of 7 directors (including 3 outside directors, an outside ratio of approximately 43%) and 3 corporate auditors (including 2 outside corporate auditors). No nomination committee or compensation committee has been established. The Board of Directors meets once a month (12 times a year), and of the 4 outside directors, 3 have been designated as independent officers.
Risk Management
Each department manages the risks associated with its assigned duties, while the Administration Department oversees cross-organizational risks. The Board of Directors is responsible for identifying business risks—including sustainability-related risks—as well as formulating policies and managing progress. The Internal Audit Office (reporting directly to the President, with one internal auditor) audits each department and store based on an annual plan, and reports the results to the Board of Directors.
Shareholder Returns
Common shares will remain non-dividend-paying for both FY2025 (ending October 2025) and FY2026 (ending October 2026, forecast). Preferred dividends will be paid at an annual rate of ¥8,000 per share (interim ¥3,967.12, year-end ¥4,032.88) for Class A preferred shares and ¥1,000 per share (interim ¥495.89, year-end ¥504.11) for Class B preferred shares. No mention of share buybacks.
Dividend Policy
Common shares will remain non-dividend-paying (¥0) for both FY2025 (ending October 2025) and FY2026 (ending October 2026, forecast). Class A preferred shares (unlisted) will receive an annual preferred dividend of ¥8,000 per share (¥3,967.12 at the second-quarter end, ¥4,032.88 at year-end), and Class B preferred shares (unlisted) will receive an annual preferred dividend of ¥1,000 per share (¥495.89 at the second-quarter end, ¥504.11 at year-end), in accordance with the Articles of Incorporation. The full-year earnings forecast is currently under review and has not yet been determined.
ESG
On the environmental front, the company continuously examines climate change risks and works on selecting environmentally friendly equipment and reducing CO2 emissions. In terms of human capital, it has set targets of a 50% or higher ratio of women among newly hired full-time employees and an average of 10 hours or less of overtime per month for general employees, and has established a merit- and performance-based evaluation system, childcare leave regulations, and an area-based employee system, among other measures. The ratio of women in management positions remains at 4.6% (for the filing company), and no numerical target has been set at this time.
Last updated: January 29, 2026