Article 1: Purpose
The purpose of this Policy shall be to set out guidelines for promoting proper information disclosure and constructive communication with investors, etc., thereby ensuring compliance with laws and regulations related to information disclosure and promoting corporate governance.
Article 2: Basic Policies
With the aim of promoting constructive communication with investors, etc., and establishing a relationship of mutual trust on a long-term basis, the Company shall transmit information deemed necessary for investors, etc., through statutory disclosure and voluntary disclosure, in consideration of the swiftness, accuracy, and fairness of the information. The Company shall proactively transmit information using various tools, including the Company's website and integrated reports, and promote highly-transparent business management.
Article 3: Definitions
The following terms used in this Policy shall have the meanings ascribed to them below, and unless defined in this Policy, other terms shall be in accordance with the definitions under the Rules for Management of Group Rules:
(1) Information subject to timely disclosure
Information subject to the duty of disclosure as detailed by a financial instruments exchange.
(2) Important information
Important information defined under the Financial Instruments and Exchange Act, which shall include:
- ⅰ. Unpublished information subject to timely disclosure;
- ⅱ. Unpublished information on final settlement of accounts; and
- ⅲ. Other information defined by Finance & Investor Relations, such as information which, if published, would possibly have a significant impact on the prices of the Company's securities, and information that can be used for investment decisions.
(3) Person who has a transactional relationship
A person involved in capital markets as defined in the Cabinet Office Ordinance on Publication of Important Information (such as an institutional investor or securities analyst).
Article 4: Roles of the Board of Directors
(1) Finance & Investor Relations shall make a report to the Board of Directors, at least once a year, about the status of IR activities including feedback from investors, etc.
(2) Based on the report received under the preceding paragraph, the Board of Directors shall give instructions to Finance & Investor Relations, where necessary. The Board of Directors shall be accountable to the investors, etc., who provide feedback, etc., and shall make efforts to reflect useful feedback, etc., in the management strategies.
Article 5: Management of Important Information, etc.
(1) Management of important information
Important information shall be strictly managed in accordance with various rules and shall not be transmitted to a third party until the time of public disclosure.
(2) In cases where the Company intends to transmit certain information related to its business, if a person who has a transactional relationship points out that such information falls under important information, the Company shall undertake the following measures:
- ⅰ. When the Company agrees with the opinion of the person who has a transactional relationship, the Company shall promptly publish such information.
However, if the Company finds that it would be inappropriate to publish such information, the Company shall refrain from publishing such information, and ensure that the person who has a transactional relationship assumes a confidentiality obligation and an obligation to refrain from engaging in any sale, purchase, etc., of the Company's securities, only during the period up to the time when the Company becomes able to publish such information.
- ⅱ. When both parties, after holding mutual discussion, reach a conclusion that such information does not fall under important information, the Company shall not publish such information.
(3) Department in charge of the management of important information
- ⅰ. The Company's Accounting and IR department shall be in charge of the management of important information (hereinafter referred to as the "department in charge of information management").
- ⅱ. The person who is registered with the Tokyo Stock Exchange as the information handling manager shall be the person in charge of the management of important information (hereinafter referred to as the "information handling manager").
Article 6: Publication of Information Subject to Timely Disclosure
(1) Collection of information subject to timely disclosure
- ⅰ. With the aim of collecting information subject to timely disclosure in a comprehensive and swift manner, the department in charge of information management shall establish timely disclosure standards as part of the Company's "Group Standards for Making Proposals and Circulating Proposals" and describe the measures to be taken upon the occurrence of an important event under the "Group Insider Trading Management Rules."
- ⅱ. Each division of the Company's CSR Headquarters shall collect information in collaboration with subsidiaries, and if any important event occurs, the relevant division shall report it to the information handling manager and the department in charge of information management.
(2) Analysis of information subject to timely disclosure and decision-making
The information handling manager and the department in charge of information management shall check and analyze the content of information collected, shall check with consulting lawyers and accounting auditors where necessary, report the content to the Representative Directors, and decide whether the information should be disclosed.
(3) Procedure for timely disclosure
When it is decided that the information should be disclosed under paragraph (2) above, the information handling manager and the department in charge of information management shall ensure the legitimacy and accuracy of the disclosure materials and make a proposal for disclosure to the Board of Directors. The Board of Directors shall determine the disclosure content, etc., and the department in charge of information management shall undertake the disclosure procedures.
However, if it becomes urgently necessary to disclose certain information, the Representative Directors shall have the exclusive authority to determine the disclosure.
In this case, the Representative Directors shall report the disclosure at the next meeting of the Board of Directors.
Article 7: Activities with Persons Who Have a Transactional Relationship
With the aim of further promoting constructive communication with persons who have a transactional relationship, the Company shall proceed with the following activities:
(1) Financial results briefings and quarterly telephone conferences
(2) Small meetings
(3) Business briefings and facility tours
(4) Individual interviews
Article 8: Enhancement of Fairness of Information Access
To ensure the fairness of information access among institutional investors, analysts, individual investors, etc., the Company shall undertake the following measures:
(1) When holding a meeting or interview with a person who has a transactional relationship, explanations shall be provided in a fair manner and information shall not be transmitted in a selective manner.
(2) The content of each financial results briefing or quarterly telephone conference, including the summary of questions and answers, shall be disclosed on the Company's website.
(3) The Company shall make efforts to enhance the fairness of information access for overseas investors, by expanding information disclosure in English.
Article 9: Spokespersons in Charge of Communication with Persons Who Have a Transactional Relationship
The Company's directors, executive officers, and persons in charge of Finance & Investor Relations shall be the spokespersons in charge of communication with persons who have a transactional relationship.
However, this rule shall not apply to cases where an on-site manager, etc., provides an explanation about the outline of a business facility, etc., in a facility tour.
Article 10: The Company's Stance for Accepting News Gathering Activities
The Company shall give priority to the news gathering activities requested from investors, etc., who have a basic policy of medium- to long-term investment. The Company shall decline any request for news gathering activities related to financial results if such request is made prior to the publication of the financial results.
Article 11: Silence Period
To prevent any leakage of financial result information, the period which commences from the day immediately following the last day of an accounting period (including a quarterly accounting period) and ends on the day of the publication of the financial results shall be set as the silence period, and the Company shall refrain from making any comments on the financial settlement or financial outlook during the silence period.
However, during the silence period, the Company may respond to inquiries about information which has already been published.
Article 12: The Company's Stance for Analyst Reports
The Company shall not make any comments on analyst reports issued from securities firms about the Company.
However, if it is found that an analyst report contains any description that clearly contradicts the facts, the Company may make contact with the securities firm and the analyst in charge and may request a correction of the report.
Article 13: Action against Uncertain Information about the Company
The Company shall not make any comments on uncertain information about the Company.
However, if it is found that the price of the Company's securities is likely to be significantly affected due to spreading of uncertain information, or if the Tokyo Stock Exchange has made an inquiry about uncertain information, the Company may make an information disclosure, using a method equivalent to that of timely disclosure.
Article 14: Remarks on the publication of information on future prospects
With the aim of providing useful information to investors, etc., and enhancing meaningful communication with investors, etc., the Company shall publish information on future prospects in accordance with the following rules:
(1) At the time of the publication of the yearly and quarterly financial settlement of accounts, the Company shall publish information on future prospects, based on the information possessed by the Company as of the moment and certain reasonable premises.
(2) If any circumstance arises which causes a change of business performance after the time of the publication referred to in paragraph (1) above, the Company shall promptly update the information on future prospects.
(3) When publishing information on future prospects, the information to be published shall include explanations on risk factors that may cause a significant deviation from the future prospects, as well as a warning on the use of the information on future prospects.