Basic IR Policy
Purpose
The Company pays due respect to the spirit and intent of its Management Philosophy Structure and Corporate Code of Conduct, as well as the Tokyo Stock Exchange’s Corporate Governance Code. The Company appropriately discloses information in accordance with laws and regulations and strives to develop fair and sound relationships with various stakeholders while fostering dialogue with shareholders and investors. The Company has established this Basic IR Policy to achieve these objectives and further enhance its corporate value from a long-term perspective.
Scope of Information Disclosure
This policy addresses information disclosure through the following means.
Statutory Disclosures
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1Disclosures based on the Financial Instruments and Exchange Act
Annual and semiannual securities reports, internal control reports, extraordinary reports, etc.
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2Disclosures based on the Companies Act
Business reports, financial statements, consolidated financial statements, etc.
Disclosures Required by the Tokyo Stock Exchange
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1Timely Disclosures
Corporate decisions or events for which the Tokyo Stock Exchange requires timely disclosure, etc.
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2Corporate Governance Reports
Other Information Disclosure
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1Disclosure materials related to IR activities
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2Integrated Reports, etc.
The Company shall also disclose information that does not fall under statutory or timely disclosures (hereinafter “voluntary disclosures”) when it deems such information useful for market participants' investment activities and for fostering their understanding of the Company.
Information Disclosure System
The Chief Financial Officer (CFO) holds the authority to make decisions regarding timely disclosures in accordance with the rules of the stock exchange.
The Investor Relations Office, responsible for timely disclosure, shall strive to ensure that all internal organizations are fully aware of matters related to timely disclosure. Each internal organization shall notify the Investor Relations Office of any information that may require disclosure.
When the reported matter requires timely disclosure, the Investor Relations Office shall consult with the relevant department, proceed with the necessary application procedures for disclosure, and propose a timely disclosure plan to the CFO. Following the CFO’s decision and a subsequent report to the Management Meeting, the timely disclosure shall be executed.
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.
Transparency
Disclose information and engage in dialogue based on facts, regardless of the nature of the content.
Timeliness
Disclose information in an appropriate and timely manner once it is identified as requiring disclosure.
Fairness
Engage in dialogue with and disclose information to stakeholders in a fair manner.
Continuity
Be mindful of the continuity of the information to be disclosed.
Confidentiality
Do not disclose insider information or any other information deemed material by the Company to any third party (including the Company's officers and employees) until it is officially disclosed.
Methods of Information Disclosure
Statutory disclosures under the Financial Instruments and Exchange Act shall be made via EDINET (an electronic corporate disclosure system under the Act), while disclosures required by the Securities Listing Regulations shall be released through TDnet (a timely disclosure information transmission system provided by the Tokyo Stock Exchange). As a rule, such information shall be promptly posted on the corporate website. Timely disclosure materials shall be provided in English to ensure fair and speedy disclosure for both domestic and overseas investors. Voluntary disclosures shall be made through the Company’s website or other appropriate channels. In addition, the Company shall strive to foster a deeper understanding of its business 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 CFO shall be the officer in charge of dialogue with shareholders, investors, and other stakeholders (hereinafter "IR Manager"). The President, Directors, and other executives shall also endeavor to respond within a reasonable scope.
The IR Manager shall oversee the Investor Relations Office, which manages the practical aspects of investor engagement. The Investor Relations Office shall assist the President, Directors, and other executives in their dialogue with shareholders and investors by closely collaborating with relevant internal departments, including through regular meetings.
To facilitate the dialogue with these stakeholders, the Investor Relations Office shall hold regular meetings with relevant departments to share information and promote organic collaboration and shall also exchange information with operating companies as appropriate.
The IR Manager shall report regularly to the Board of Directors on the opinions and concerns of these stakeholders obtained through these dialogues, ensuring that they are utilized in management activities and business operations. Furthermore, the IR Manager shall share information with senior management as appropriate.
The IR Manager, through the Investor Relations Office, shall proactively organize earnings calls and business briefings by means of the opportunities described below. The IR Manager shall also promote constructive dialogue with registered shareholders and beneficial owners of the Company's shares on topics such as medium- to long-term management strategies, capital policy, corporate governance, and responses to environmental and social issues, in order to enhance corporate value and foster a deeper understanding of the Company’s management activities and business operations.
Major Activities
- Earnings calls and briefings on management plans and other topics for analysts and institutional investors
- Meetings by business and product category for analysts and institutional investors
- Individual meetings with investors
- Small meetings and conferences organized by securities companies
- Briefings for individual investors
- Posting IR materials on the website
Handling of Insider Information and Other Matters
Handling of Insider Information in Dialogue, etc., with Shareholders, Investors, and Other Stakeholders
As a general rule, insider information shall not be communicated to any third party (including the Company’s officers and employees) until official disclosure has been made. Information management shall be conducted with the utmost care.
Quiet Period
To prevent the leakage of financial results and ensure fair disclosure, the Company observes a Quiet Period from the day following the closing date until the date of the financial results announcement. During this period, the Company shall refrain from commenting on or replying to inquiries related to financial results.
However, the Company shall respond to inquiries regarding information that is unrelated to financial results or has already been made public, even during the Quiet Period.
If the Company expects any revisions to its previously announced earnings forecasts that meet the criteria specified in the Listing Rules, it shall disclose such information appropriately, even during the Quiet Period.
Response to Market Rumors
As a general rule, the Company shall not comment on inquiries regarding market rumors.
However, if the Company determines that leaving such rumors unaddressed could have a material impact on the Company, appropriate measures shall be taken.
Role of the Website
The Investor Relations section of the Company's website provides shareholders, investors, and other stakeholders with IR-related information in a timely and fair manner, aiming to foster a deeper understanding of the Company.
As a rule, information shall be posted on the website promptly following its disclosure. Please note, however, that there may be delays in posting information due to unexpected technical failures, and that not all disclosed information will be posted on the website.
Please also refer to the separately posted disclaimer.