CHIeru Co.,Ltd. told the Tokyo Stock Exchange on August 19, 2026 that it will zero out stock-based pay for all eight of its directors and rebuild the board of its subsidiary Okijimu, after a special investigation committee flagged bidding-related conduct that could amount to an "unreasonable restraint of trade" under Article 2, Paragraph 6 of Japan's Antimonopoly Act. CHIeru received the committee's report on August 5 and put a six-point remediation plan to its board fourteen days later.
Four directors and one auditor at Okijimu, all tied to the episode, will resign at an extraordinary shareholders' meeting scheduled for August 31. Pending that vote, CHIeru plans to install its own representative director and president as Okijimu's new representative director, alongside two more CHIeru executive officers and an outside lawyer as directors. A CHIeru director who also sits on the parent's audit and supervisory committee will take Okijimu's separate auditor post.
| New Role | Background |
|---|---|
| Representative Director | CHIeru's representative director, president and chief executive officer |
| Director | CHIeru director and executive officer |
| Director | CHIeru director and senior managing executive officer |
| Director | An outside lawyer |
| Audit & Supervisory Board Member | CHIeru director and Audit & Supervisory Committee member |
CHIeru's plan also calls for naming an outside director specific to Okijimu to provide independent oversight, one of the six core measures set to take effect on September 1, 2026.
At the parent level, CHIeru's board voted to withhold 100% of fiscal-2027 stock compensation for the five directors who are not audit committee members; its audit and supervisory committee separately agreed to withhold the same share for its three members, covering the company's entire board.
The remediation package, running from September 1, includes a new antitrust compliance guide modeled on Japan Fair Trade Commission bid-rigging prevention materials, a rewritten Okijimu employment rule making antitrust violations grounds for dismissal, a mandatory study session on the case by September 10 with annual refreshers after that, and monthly compliance reports from Okijimu to CHIeru's head-office subsidiary management unit, backed by quarterly group meetings and internal audits that add antitrust checks and bid-file sampling starting in October. Okijimu is also moving bid-participation and price decisions onto an electronic workflow system that logs every approval step, ending the practice of a single staff member closing out a tender alone.
CHIeru expects the episode to have only a minor effect on its consolidated results for the year ending March 2027, and says it will disclose promptly if that changes. A group-wide hotline review covering staff at every subsidiary turned up no evidence of violations beyond what has already been disclosed, the company said.
What CHIeru has not yet committed to is a timetable for the harder follow-through: third-party verification of the new controls, a shared group compliance database and job rotation for bid-handling staff are listed only as measures to be "phased in" once the six core steps prove they stick.