- Masahiro Nagayasu
- General Manager
- Investor Relations
Released on June 2, 2023, in Kyoto, Japan
Nidec Corporation (TSE: 6594) (OTC US: NJDCY) (the “Nidec” or the "Company") resolved at a meeting of its Board of Directors held on October 24, 2022 to pay an interim dividend of 35 yen per share (the "Interim Dividend"). In the course of a careful examination of the distributable amount for the fiscal year ended March 31, 2023, it was discovered that the Interim Dividend exceeded the distributable amount calculated in accordance with the Japanese Companies Act and the Regulation on Corporate Accounting.
In addition, subsequent investigation revealed that the acquisition of the Company's shares conducted by the trust bank under the trust agreement from September 1, 2022 to March 31, 2023 also exceeded the distributable amount, and that the Company's accounting auditor, PricewaterhouseCoopers Kyoto, failed to point out the excess of the distributable amount due to an oversight.
In response to this situation, the Company has decided to conduct external investigations by outside attorneys as described below.
The Company shall not request its shareholders for the return of the Interim Dividend already paid. The Company has also confirmed that the amount of the determined Year-End Dividend is within the distributable amount for the fiscal year ended March 31, 2023, and has implemented the dividend as described in Company’s announcement "Nidec Announces Annual Dividend Payout from Retained Earnings" dated May 26, 2023.
We apologize for any concern this may cause and will promptly disclose the results of the investigations into this matter as soon as they are known.
1. Establishment of an external investigation committee
As of today, the Company established an external investigation committee consisting of the following three attorneys;
Committee Chair: Mr. Daisuke Yuki (Attorney and Certified Fraud Examiner, Nozomi Sogo Attorneys at Law)
Committee Member: Mr. Kazato Kawanishi (Attorney, Nozomi Sogo Attorneys at Law)
Committee Member: Mr. Motoki Yoshida (Attorney, Nozomi Sogo Attorneys at Law)
Each committee member has no special interest with Nidec group.
2. Purpose of establishment of the external investigation committee
The Company requested the investigation of this matter for the purpose of investigating the facts related to the Interim Dividend and the acquisition of Company’s shares, determining the cause of the incident, examining the responsibility of the related persons, and proposing measures to prevent a recurrence of such incident.
3. Future actions
The Company will fully cooperate with the investigation by the external investigation committee. As a result of the investigation, the facts revealed and other relevant information will be disclosed as soon as they are reported.