Information Disclosure Policy
Showa Denko’s Basic Policy on Information Disclosure
Amended in January 2019
1. Basic Policy on Information Disclosure
Showa Denko (the Company) shall appropriately disclose financial and non-financial information in accordance with Japanese laws and regulations as well as the “Securities Listing Regulations” established by the Tokyo Stock Exchange (TSE) and provide all stakeholders including shareholders with accurate and easy-to-understand information at investor relations (IR) briefing sessions and via the website.
The Company regards IR activities as activities to enable shareholders and investors to understand the Company’s corporate management, activities, and strategies and to evaluate the Company’s corporate value appropriately. Therefore, the Company shall
- 1)actively hold dialog with shareholders and investors and increase the transparency of management, and
- 2)disclose the Company’s corporate information in an easy-to-understand, fair, timely, and accurate manner in order to increase understanding and trust towards the Company.
2. Our investor relation management system
In addition to IR activities for institutional investors both in Japan and abroad by CEO and CFO, the Company shall hold presentations for individual investors in Japan. Moreover, the Company shall set up IR Promotion Council chaired by CFO with members from Corporate Strategy, CSR & General Affairs, and Finance & Accounting departments. IR Promotion Council shall deliberate comprehensive initiatives and basic plans related to IR, examine the details of information obtained through dialog with shareholders, etc., and report them appropriately. In addition, the Company shall ensure appropriate disclosure of material facts by centrally managing material facts such as facts related to account settlement under the “Timely Disclosure Rules” set by TSE.
[Disclosure of material facts conforming to the Timely Disclosure Rules]
3. Our standards for disclosure of material facts conforming to the Timely Disclosure Rules
The Company shall observe the relevant laws and regulations including Financial Instruments and Exchange Act.
The Company shall
- 1)conduct disclosure of material facts including corporate decisions and occurrence of material facts which might affect investors’ decisions, and information concerning financial results, based on the Timely Disclosure Rules.
- 2)positively disclose information which does not come under the Timely Disclosure Rules but the company considers useful for shareholders, investors, and other stakeholders in understanding the situation of the Company through news releases, which the Company shall also publicize via its corporate website.
4. In-house management systems and procedures concerning timely disclosure of material facts
- 1)In-house management system concerning timely disclosure of material facts
The Company has IR Promotion Council which designs and promotes comprehensive measures and basic plans concerning the Company’s IR activities for shareholders and investors, while IR Office functions as the secretariat of the Council. IR Promotion Council is subordinated to CSR Committee which promotes activities related to corporate social responsibility (CSR). IR Promotion Council mainly consists of CFO as the chairman, General Manager of IR Office as the secretary-general, and general managers of Finance & Accounting Department, PR Office, and Corporate Strategy Department as core members. IR Promotion Council centrally manages disclosure of material facts concerning account settlement, etc. in accordance with the Timely Disclosure Rules, in order to ensure appropriate disclosure of material facts, and also to promote easy-to-understand, timely and accurate disclosure of material facts.
- 2)Timely disclosure of information concerning account settlement
When material decisions concerning account settlement or performance forecasts are made at the Board of Directors meeting, IR Promotion Council instructs General Manager of PR Office, who is in charge of information control, to timely disclose material facts concerning those decisions in accordance with the Timely Disclosure Rules. Following this instruction, General Manager of IR Office executes timely disclosure of those material facts at TSE via TDnet, and General Manager of PR Office announces those material facts at press clubs, etc.
(See chart below for detail.)
- 3)Decided material facts and unintended material facts
When “decided material facts” (material facts decided to be done or not to be done by authorized organizations or persons of the Company) or “unintended material facts” (material facts that occurred regardless of the intention of the Company) not related to account settlement nor performance forecasts occur, the Company strictly enforces in-house information control, and General Manager of PR Office consults with relevant staff departments, obtains CEO’s approval for the contents of consultation and disclosure of material facts, reports those material facts to IR Promotion Council, and discloses them at TSE following the Council’s instruction to disclose them.
- 4)Timely disclosure of material facts
The Company discloses material facts that come under the Timely Disclosure Rules at TSE. To be specific, the Company discloses material facts via TDnet, which is hosted by TSE, disseminate them to news media by distributing news releases at press clubs, and publicize it via the Company’s corporate website as soon as possible.
[Disclosure of material information conforming to the Fair Disclosure Rules]
5. Our standards for fair disclosure
The Company shall observe so called “Fair Disclosure Rules” set in the Financial Instruments and Exchange Act concerning fair and appropriate information disclosure, control as-yet-undisclosed material information which may significantly affect the Company’s stock price, and, when the Company deliver material information to entities outside the Company, the Company shall fairly deliver relevant material information to other investors as soon as possible.
- 1)IR explainers
In the disclosure process of information which comes under the Fair Disclosure Rules, the Company designates following persons or organizations as entities which execute the job to deliver material information to institutional investors, securities analysts, banks, securities companies, etc.
CEO, CFO, General Manager of Finance & Accounting Department, IR Office (General Manager, Manager), PR Office (General Manager, Manager), Finance Group (Leader, Manager)
- 2)The Company shall enforce in-house control of material information in order to prevent delivery of as-yet-undisclosed material information from Directors and IR explainers of the Company to institutional investors, securities analysts, banks, securities companies, etc. If Directors or IR explainers deliver as-yet-undisclosed material information to outside entities, the Company shall disclose relevant material information on the basis of decision made by IR Promotion Council including General Manager of PR office, who is in charge of information control, as soon as possible.
6. Definition of material information
- 1)The Company defines information to be controlled as as-yet-undisclosed material information which comes under the Fair Disclosure Rules as follows.
a) As-yet-undisclosed settled information concerning financial results
Financial information including operating income and net income concerning performance forecast for this term or the next term:
◆Explanation with specific numbers about how the actual performance of the whole company is progressing in comparison with performance forecasts of the whole company including forecasts for operating income and net income
◆Explanation with specific numbers about how the actual performance of a whole segment including the segment’s operating income is progressing in comparison with segment-wise performance forecast
b) As-yet-undisclosed medium-term business plan, and explanation of as-yet-undisclosed progress in ready-disclosed medium-term business plan
Information about as-yet-undisclosed medium term business plan under formulation which is planned to be disclosed, as listed below:
◆Specific contents of plans for management performance indicators including operating income, net income, dividend plan, ROE, etc. which are planned to be disclosed and the company recognizes their importance
◆Specific explanation of as-yet-undisclosed progress in above mentioned management performance indicators concerning ready-disclosed medium term business plan
c) As-yet-undecided material facts
With regard to as-yet-undecided material facts, the Company shall control information about them in the same way as it controls information about material facts that comes under the “Fair Disclosure Rules” stipulated by TSE, and if that information is delivered to outside entities, the Company shall disclose the relevant information at TSE in accordance with the Fair Disclosure Rules.
- 2)Information not considered as material information that comes under the Fair Disclosure Rules
a) Ready-disclosed information concerning account settlement, and its detail or supplementary information
b) Information concerning business performance of the company for this term or the next term other than that defined in “1)” mentioned above. For example, prior conditions for performance forecast (exchange rates, market conditions of materials or products, etc.), information available from third parties such as information about market conditions of products or materials, supply-demand situation of customer industries, and trend in operating rates of production lines.
c) Explanation about ready-disclosed information of the Company (capital investment, announcement of the launch of new products, business restructuring, rises in product prices, etc.)
d) Mosaic information (information that does not significantly affect stock price of the Company, such as explanation about each business or product at briefing sessions of businesses, explanation about outline of business performance at briefing in business bases, etc.)
7. Method for disclosing material information
- 1)Disclosure of as-yet-undisclosed material information when it is delivered
If Director or IR explainer delivers as-yet-undisclosed material information to outsiders, General Manager of PR office who is in charge of information control shall report that incident to IR Promotion Council to make it deliberated, and disclose relevant information via TDnet or the website of the Company. The Company shall make this “Basic Policy on Information Disclosure” well known among Directors and IR explainers in order to prevent inappropriate delivery of material information to outsiders and to promote speedily disclosure of material information in case of inappropriate delivery.
- 2)Exceptions to the duty of simultaneous disclosure of material information
The company does not have any duty to disclose material information that comes under the Fair Disclosure Rules if delivery of the material information is needed to be done as a part of justifiable business activities including consultation with securities companies about fund-raising, and the receivers of the material information have a duty not to deliver the relevant information to any third party (the duty of confidentiality) and a duty not to use the material information for their decision making about investment.
8. Quiet period
From the viewpoint of conformity to the Fair Disclosure Rules, the Company sets “quiet period” before the day of announcement of each quarterly financial results.
Quiet period: The period starting 5 business days before the final day of each quarter and ending on the day of announcement of quarterly or yearly financial results
During each quiet period, the Company shall not receive any interview concerning progress in our business performance forecast by institutional investors or security analysts.
However, as exceptions, the Company may receive interview by institutional investors or security analysts if requests as given below are made.
- a)Request for lecture on the outline of our business, our business plan, etc. to persons of institutional investors or security analysts who are newly appointed to watch or cover the Company.
- b)Request for lecture on the corporate activities of the Company, our business plan, etc., not referring to the progress in our business plan, to foreign institutional investors when they visit Japan.
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