Basic IR Policy
Tokyo Century pays due respect to the spirit and intent of its Management Philosophy and Corporate Code of Conduct, as well as the Tokyo Stock Exchange’s Corporate Governance Code, appropriately discloses information in accordance with laws and regulations, develops fair and sound relationships with various stakeholders while promoting dialogue with shareholders and investors, and has established this policy to further enhance its long-term corporate value.
Scope of Information Disclosure
This policy addresses information disclosure through the following means.
1Disclosures based on the Financial Instruments and Exchange Act
Securities reports, quarterly reports, internal control reports, extraordinary reports, and other related information
2Disclosures based on the Companies Act
Business reports, financial statements, consolidated financial statements, and similar information
Disclosures Required by the Tokyo Stock Exchange
Corporate decisions or events for which the Tokyo Stock Exchange requires timely disclosure
2Corporate Governance Reports
Other Information Disclosure
1Disclosure materials related to IR activities
2Integrated Reports and similar information
The Company shall disclose additional information beyond what is required by statutory or timely disclosure requirements or mandates (hereinafter referred to as “voluntarily disclosed information”) when the Company determines such information to be useful for promoting investment activities by market participants and their understanding of the Company.
Information Disclosure System
The president of the Corporate Planning Unit has the authority to make decisions regarding timely disclosures in accordance with the rules and regulations of the stock exchange.
The Public Relations & Investor Relations Division, as the entity responsible for timely disclosure, shall endeavor to inform each internal organization of matters related to timely disclosure, while each internal organization shall contact the Public Relations & Investor Relations Division regarding information that is subject to timely disclosure.
If the information is determined to be subject to timely disclosure, the Public Relations & Investor Relations Division shall consult with divisions that are related to the matter to be disclosed and proceed with the necessary application procedures for timely disclosure, prior to submitting a timely disclosure plan to the president of the Corporate Planning Unit, who will make a decision on the matter, after which this is reported to the Management Meeting and timely disclosure is implemented.
Basic Principles for Information Disclosure and Dialogue with Shareholders, Investors, and Other Stakeholders
The following shall be the basic principles with regard to the Company’s information disclosure and dialogue with shareholders, investors, and other stakeholders.
Compliance with Applicable Laws and Regulations
Comply with the Financial Instruments and Exchange Act, the Companies Act, and other relevant laws and regulations, as well as the rules and regulations of the stock exchange.
Disclose information and engage in dialogue by adhering to the facts, regardless of content.
Upon identifying information that requires disclosure, appropriately disclose the information without delay and in a timely manner.
Engage in dialogue with and disclose information to various stakeholders in a fair manner.
Be mindful of the continuity of the information to be disclosed.
Do not divulge insider information and other information deemed important by the Company to any third party (including the Company’s officers and employees) until after the information is officially released.
Methods of Information Disclosure
Information subject to statutory disclosure under the Financial Instruments and Exchange Act shall be disclosed through EDINET (an electronic corporate disclosure system under the Financial Instruments and Exchange Act), while information subject to disclosure under the Securities Listing Regulations shall be disclosed through TDnet (a timely disclosure information transmission system provided by the Tokyo Stock Exchange), and in principle shall be promptly posted on the corporate website. Timely disclosure materials shall be prepared in English to ensure fair and speedy disclosure in overseas markets as well as in Japan. Voluntarily disclosed information shall be made through the Company’s website or other appropriate methods. In addition, the Company shall endeavor to promote a deeper understanding of its business operations by holding business strategy briefings for analysts and institutional investors and through publications such as the Integrated Report.
Dialogue with Shareholders, Investors, and Other Stakeholders
The president of the Corporate Planning Unit (hereinafter referred to as the “IR Manager”) shall be responsible for conducting a dialogue with shareholders, investors, and other stakeholders, and the president, directors, and other officers shall endeavor to reasonably engage in the dialogue, depending on the topic.
The IR Manager shall oversee the Public Relations & Investor Relations Division, which is responsible for the practical aspects of the dialogue with shareholders, investors, and other stakeholders. The Public Relations & Investor Relations Division shall assist the president and directors in their dialogue with shareholders, investors, and other stakeholders by closely collaborating with relevant internal divisions, which includes holding regular meetings.
To facilitate the dialogue with shareholders, investors, and other stakeholders, the Public Relations & Investor Relations Division shall hold regular meetings with relevant divisions to share information and promote organic collaboration, and it shall also exchange information with each operating company as appropriate.
The IR Manager shall report regularly to the Board of Directors on the opinions and concerns of shareholders, investors, and other stakeholders obtained through the dialogue, in an effort to utilize the information in management activities and business operations. Furthermore, the IR Manager shall also share other information with senior management as appropriate.
The IR Manager, through the Public Relations & Investor Relations Division, shall actively organize earnings calls and briefings on operating companies by means of the opportunities described below and promote constructive dialogue with active shareholders on the shareholder register and effective shareholders of Company stock, on topics such as medium- to long-term management strategies, capital policy, corporate governance, and response to environmental and social issues, to enhance corporate value, and shall endeavor to promote understanding among shareholders, investors, and other stakeholders regarding the Company’s management activities and business operations.
- Earnings calls and briefings on management plans and other topics for analysts and institutional investors
- Meetings on specific operating segments and products for analysts and institutional investors
- Individual meetings with investors
- Small meetings and conferences with investors, organized by securities companies
- Briefings for individual investors
- Posting IR materials on the website
Handling Insider Information and Other Matters
Handling Insider Information in Dialogues and Other Means with Shareholders, and Investors, and Other Stakeholders
Manage information with the utmost care and based on the principle that such information must not be available to third parties (including the Company’s officers and employees) until after it is officially released.
To prevent leakage of financial information and ensure fair disclosure, the Company designates the period between the day following the closing date and the disclosure date as a quiet period, during which the Company shall refrain from commenting on or replying to queries related to financial information.
However, even during a quiet period, the Company shall respond to inquiries regarding information that is unrelated to earnings or information that has already been made public.
If, during a quiet period, any changes are expected to be made to the currently announced future forecasts that meet the criteria set forth in the Listing Rules, that information shall be disclosed as appropriate.
Response to Market Rumors
The Company shall not in principle comment in response to queries about market rumors.
However, it shall take the appropriate measures if it determines there is a possibility that not addressing such rumors could cause serious harm to the Company.
Role of the Website
The Company has created the Investor Relations section of its website to provide shareholders, investors, and other stakeholders with IR-related information in a speedy and fair manner, and thereby deepen understanding of the Company.
In principle, disclosed information shall be posted on the website as soon as possible following the disclosure. Please note, however, that there may be delays in posting information due to unexpected network disruptions or other technical problems, and that not all disclosed information will be posted on the website.
Please also refer to the separately posted disclaimer.