Tokuyama took steps to put in place Tokuyama Group Guidelines for Business Activities , which were ratified by the Board of Directors in March 2012. Turning to Part IV of these guidelines, the Company identified certain stipulations governing its relationships with shareholders and investors and clarified its basic stance toward the disclosure of information.
Part IV of the Tokuyama Group Guidelines for Business Activities
IV. Relationships with Shareholders and Investors
The Proper, Timely and Easy-to-understand Disclosure of Information
The Company shall make every effort to ensure the proper, timely and easy-to-understand disclosure of information to society at large beginning with its shareholders and investors. Extending beyond the Company's operations, performance, and financial standing, this information will cover such wide-ranging fields as the Company's products and services as well as non-financial data including contributions to the environment and society.
Insider Trading Prevention
The Company shall make every effort to prevent the purchase and sale of marketable securities including shares as well as the granting of gains, favors, or benefits to a third party on the basis of undisclosed information obtained either within or outside the Group pertaining to business operations and transactions.
Policy on Communication with Shareholders
The comprehensive role of promoting constructive dialogues with shareholders and investors is undertaken by the head of the Corporate Communications & Investor Relations Department (General Manager of Corporate Social Responsibility Division). The Corporate Communications & Investor Relations Department leads the planning and implementation of these communication and coordinates closely with the departments in charge of corporate planning, accounting and financial matters, CSR, general affairs, research & development, business divisions and other departments of the Company.
The top management works proactively on IR activities for dialogues directly with shareholders and investors by hosting quarterly financial results briefings for analysts and institutional investors four times a year, as well as by participating in conferences and small meetings hosted by securities companies from time to time. The Corporate Communications & Investor Relations Department is in charge of the Company's IR activities and holds individual interviews with domestic and foreign institutional investors and briefing sessions for individual investors.
Comments and opinions collected through dialogues with shareholders and investors are reviewed and shared at IR meetings that are attended by the top management and the managers responsible for the relevant departments and at Executive Committee, and feed back the report to each department so that they can be used for formulating management and business strategies and for prompting changes and corrections with an eye to increased corporate value.
When holding these communication, the Company carries out comprehensive information management in accordance with internal regulations that are established to ensure that important information about the Company is not only provided to just a few shareholders and investors.
Internal Structure for Timely Disclosure
Based on its timely disclosure rules and regulations, the disclosure of information pertaining to the Company and its subsidiary companies with respect to:
a) decisions of fact:
b) incidents of fact, and:
c) financial results:
shall be undertaken in accordance with the following process and flow.
a) Disclosure of information pertaining to decisions of fact:
Departments that put forward important matters for ratification by such decision-making bodies as the Board of Directors shall forward the item in advance to the officer responsible for the handling of information. The officer responsible for the handling of information shall determine whether or not the item is a matter that requires disclosure. In the event that disclosure is deemed necessary, the item shall be presented to the officer responsible for information disclosure and disclosed after ratification by such decision-making bodies as the Board of Directors. The department governing subsidiaries shall also follow the same procedure for subsidiary company information.
b) Disclosure of information pertaining to incidents of fact:
Departments involved in major incidents of fact shall report to the officer responsible for the handling of information. The officer responsible for the handling of information shall determine whether or not the item is a matter that requires disclosure. In the event that disclosure is deemed necessary, the item shall be presented to the officer responsible for information disclosure and disclosed. The department governing subsidiaries shall also follow the same procedure for subsidiary company information.
c) Disclosure of information pertaining to financial results and other important information:
The Financial Reporting Committee , which is chaired by the director overseeing the Corporate Planning Division, is charged with the responsibility of carrying out operations relating to the Company's financial reporting. This committee is made up of members from various areas within the Company including Corporate Management Department, Finance & Investment management Department, the Corporate Planning Division, and the General Affairs Department. In this manner, steps have been taken to put in place a framework under which the Company undertakes both internal and mutual reviews within and between departments that comprise the committee.
The Financial Reporting Committee Secretariat is charged with the responsibility of seeking approval to the disclosure of financial results and related information from the Board of Directors and Management Committee Secretariat . While the Financial Reporting Committee Secretariat puts forward matters for discussion to the Board of Directors, agenda items are forwarded to the officer responsible for the handling of information in advance. Item are then presented to the officer responsible for information disclosure by the officer responsible for the handling of information and disclosed after ratification by the relevant decision-making body.
Meanwhile, members of the Audit & Supervisory Committee, independent auditors, and the Auditing Department are responsible for ensuring that financial reporting operations are conducted in a proper manner while undertaking audits during each period.
To ensure fair disclosure and prevent the leakage of financial information, Tokuyama has adopted a quiet period that extends from 5 business days before the final day of each quarter to the date of financial results announcement. During this quiet period, the Company will refrain from commenting on or responding to inquiries regarding financial information. However, should the possibility of a major discrepancy from previously announced earnings forecasts arise during the quiet period, Tokuyama will make an announcement in accordance with Timely Disclosure Rules.
As an exception, the Company will respond to inquiries and respond to interviews during the quiet period that fall within the scope of such qualitative information as previously announced information, management policies, and business overviews.
Efforts for Active General Shareholder Meetings and Efficient Exercise of Voting Rights
Early notification of general shareholder meetings
The Company makes every effort to dispatch notices of convocation no later than three weeks prior to the general shareholder meetings. Furthermore, it disclosed the notice of convocation on TDnet of Tokyo Stock Exchange, Inc. and on the Company's webpages one week before dispatching the notices.
Scheduling of general shareholder meetings on days other than the peak day
The Company holds general shareholder meetings on days other than the peak day to ensure that as many shareholders as possible can attend the meeting.
Exercise of voting rights by electronic means
Voting rights may be exercised electronically via personal computers on the website for the exercise of voting rights designated by the Company's shareholder registry administrator.
Participation in electronic voting platforms and other initiatives for system improvement for exercise of voting rights by institutional investors
The Company participates in the Electronic Voting Platform for Institutional Investors provided by ICJ Inc.
Provision of notice of convocation (summary) in English
The Company prepares a notice of convocation (summary) in English and discloses it on its webpage.
At the ordinary general meeting of shareholders, the Company used video materials to explain the main contents of the business reports, important issues and the medium- to long- term outlook in a comprehensible manner.
For individual investors
The Company holds briefing sessions for individual investors several times a year. In addition, its websites are dedicated to individual investors, with the aim of providing easy-to-understand summaries of materials relating to company briefings and company information.
For analysts and institutional investors
The Company holds results briefing sessions or conference calls via the telephone network for institutional investors four times a year when it announces the quarterly results. It also holds briefing sessions and small meetings on medium-term management plans, factory tours, etc. for institutional investors from time to time.
For foreign investors
The Company holds interviews with foreign investors several times a year on an irregular basis to explain its strategies, etc. and to exchange views. In addition, it participates in conferences for foreign investors hosted by securities companies several times a year and holds similar interviews on those occasions.
Posting of IR materials via company websites
The Company posts earnings reports, annual securities reports, documents related to general shareholder meetings, annual reports, presentation materials and videos for results briefing meetings and the main questions and answers, and business results and financial data on Excel, etc. In addition, IR materials in English (with the exception of certain materials) are posted at the same time as the Japanese versions.
Department (or person) responsible for IR
The Company has a dedicated team for IR activities in Corporate Social Responsibility Division, Corporate Communications & Investor Relations Department. In implementing IR activities, the Company strives to maintain timely, appropriate and comprehensible disclosure of information through close coordination between the senior management, the Corporate Planning Division, the business divisions and other departments of the Company.