1.Introduction of Takeover Defense Measures
|Introduction of Takeover Defense Measures||Not in Place|
Our company determined at the Board of Directors' meeting held on May 9, 2017 not to continue the takeover defense measures. As a result, the measures were abolished upon the expiry of their effective period at the conclusion of the Ordinary General Meeting of Shareholders held on June 29, 2017. We have no intention of introducing the measures again.
2.Other Corporate Governance Measures【Updated】
Because our company considers fundamental the timely disclosure of Company information to its investors, and in conformance with that principle, a system has been put in place to ensure that whenever important issues or material facts come to light, all submissions, resolutions, and reports issued by the Board of Directors as prescribed by Board guidelines are swiftly and adequately disclosed by the Representative Director or such other person responsible for such disclosures.
This system is illustrated by the "Disclosure Structure."
- (1) Basic Policy
Our company respect the principles of the “Fair Disclosure Rules” set forth in the Financial Instruments and Exchange Act, and through timely and appropriate disclosure of fair and highly transparent information, and through dialogues with stakeholders including shareholders and investors, we strives to raise the quality of corporate management and enhance corporate value in a sustainable manner, while enriching communication, and maintaining and improving relationships of mutual trust.
- (2) Disclosure Standards
Our company, pursuant to relevant laws and regulations as well as rules set forth by the Tokyo Stock Exchange, properly manages important information to be disclosed regarding us and our Group companies, etc., and discloses such information while ensuring accuracy of disclosed details. In specific terms, important information denotes information subject to insider trading regulations, and definitive final financial results information that have yet to be announced and that could significantly impact the price of securities.
Additionally, we proactively disclose information which it deems to be useful for deepening the understanding of our management policy and businesses (“useful information”), in addition to information set forth in laws, regulations and disclosure rules, etc.
- (3) Disclosure Methods
Our company discloses important information via TDnet, the Timely Disclosure network system of the financial instruments exchange, and via EDINET, the Electronic Disclosure for Investors’ NETwork for the disclosure of annual securities reports and other documents pursuant to the Financial Instruments and Exchange Act, and upon disclosure, promptly posts the contents of such disclosures on our website.
Additionally, we distribute useful information externally and widely through news releases, press conferences, briefings, materials posted on our website and IR email distribution, etc.
- (4) Internal Framework for Disclosures
Our company, in an effort to encourage dialogues with shareholders and investors, has established the Investor Relations Promotion Group in the Corporate Planning Division, while the Director in charge of the Corporate Planning Division oversees IR activities. The Investor Relations Promotion Group serves as the secretariat for information disclosures and the Disclosure Policy is determined by the Board of Directors based on the consultation with the Public Relations & Advertising Division, the General Affairs Division, the Accounting Division, the Financial Planning Division and the Corporate Planning Division on the appropriateness of information disclosure policies and information disclosure activities. Based on this Disclosure Policy, we disclose information, under the responsibility of the Representative Director or the officers in charge of each information to be disclosed.
The Board of Directors shares details of the disclosure activities reported by the Director in charge of the Corporate Planning Division and confirms the appropriateness of such activities.
- (5) Dialogues with Shareholders and Investors, and Feedback
The Investor Relations Promotion Group of the Corporate Planning Division is responsible for setting up dialogues with shareholders and investors, and the Directors and the executive personnel (including Executive Officers) participate in the actual interviews, upon taking into account the contents of the dialogues and the schedule, etc.
In addition to individual interviews conducted in Japan and overseas, the methods of dialogues include teleconferences conducted at the first and third quarters and the full-year and interim results briefings. Our company is endeavoring to create opportunities for dialogues by holding tours of its facilities, business briefings and small meetings sponsored by us as appropriate, as well as taking part in small meetings and IR conferences sponsored by securities companies.
Opinions, etc. obtained through dialogues are periodically fed back to the Board of Directors via the Director in charge of the Corporate Planning Division. Additionally, such feedback is shared with executive personnel including the Executive Officers and the relevant divisions in our company, and reflected in corporate activities.
- (6) Handling of Undisclosed Important Information
To prevent undisclosed important information from being disclosed to only a select few capital market participants, our company thoroughly communicates the principles of the Disclosure Policy and the importance of information management to parties handling such information.
- (7) Quiet Period
To prevent leaks of financial results information and to ensure the fairness of disclosures, our company establishes a quiet period from the day following the fiscal year-end to the date of announcement of the financial results. During this period, we refrain from answering questions relating to our financial results, financial forecasts and plans. However, in the event it becomes likely during the quiet period that our company’s financial results will deviate widely from the financial forecasts, we will disclose information, as necessary, pursuant to laws, regulations and disclosure rules.
- (8) Financial Forecasts and Future Predictions
The financial forecasts and the future predictions regarding management strategies and other matters that our company discloses are based on certain assumptions considered to be reasonable in accordance with information available at the date of disclosures. Accordingly, actual business performance may differ from the disclosed forecasts and predictions due to a number of factors.
- (9) Third Party Financial Forecasts
In principle, our company does not offer any comments in regard to third-party opinions, recommendations or financial forecasts. However, we may issue statements regarding opinions, etc., issued by third parties that contain major factual errors or misrepresentations to identify these errors as such.