Information Disclosure Policy
1. Basic Rules of Information Disclosure
The following are basic rules for the proper disclosure of company information to shareholders, investors, and other stakeholders.
- ■Observe laws and regulations related to information disclosure
Observe regulations of the Tokyo Stock Exchange, the Financial Instruments and Exchange Act, the Companies Act, and any related laws and regulations.
Disclose information based on actual fact, regardless of the content.
Disclose any information which should be disclosed in a timely fashion.
Disclose information fairly to all stakeholders.
Keep disclosed information consistent.
Ensure that no information is leaked to a third party (including other Sojitz officers and employees) prior to official disclosure by the Company
2. Information Subject to Disclosure
This Policy applies to the following types of disclosure, governing information which is to be made public or assumed to be made public.
- ■Disclosure requested by the Tokyo Stock Exchange
Information which the Tokyo Stock Exchange requests us to disclose in a timely manner, including 1) material facts related to corporate decisions and occurrences, etc. or 2) corporate governance reports, notices filed to the TSE regarding appointment of executives, etc.
- ■Disclosure based on the Financial Instruments and Exchange Act
Security reports, Quarterly Reports, Internal Control Reports, Extraordinary Reports, etc.
- ■Disclosure based on the Companies Act
Business reports, Financial Statements /Consolidated Financial Statements and supplementary schedules, etc.
Other Information Disclosure
- ■Disclosure of other information
Materials regarding Consolidated Financial Results, Integrated Reports, Shareholders’ Magazine, News Releases, materials posted to the Sojitz website, other materials the Company chooses to disclose.
3. Information Disclosure Framework
The following framework has been established for the disclosure of information.
① Timely disclosure of information to the Tokyo Stock Exchange
(1) Framework for timely disclosure of information
- ?The Sojitz Corporation Public Relations Dept. (“Information Disclosure Unit”) shall be responsible for the timely disclosure of information. This entails not only acting as point of contact for the Tokyo Stock Exchange, but overseeing all work to disclose information according to regulations providing for such timely disclosure (“Timely Disclosure Rules”). Additionally, the General Manager of the Public Relations Dept. (“General Manager of the Information Disclosure Unit”) shall be the “person responsible for handling of information”—i.e. the person in charge of actual disclosure.
- ?The Information Disclosure Unit shall do its best to make sure that the importance of timely disclosure is well understood throughout the Company. Each organization shall report and consult with the Information Disclosure Unit regarding any material fact related to corporate decisions or occurrences which they believe might have a significant impact on investors’ decision making. Also, the Information Disclosure Unit shall collect any relevant information included in internal reports or internal approvals about material information from each corporate department in charge of that information.
- ?The Information Disclosure Unit is also responsible for obtaining internal approval for material information from Sojitz subsidiaries (such as information regarding corporate decisions, occurrences of material fact, and financial results) and reporting this as specified by the Company. Additionally, any internal, Sojitz Group material information or potentially material company information shall be collected by the Information Disclosure Unit without delay or omission from subsidiaries’ supervising departments, based on internal reports issued by the subsidiary to their supervising department and related standards of approval.
(2) Decision for timely disclosure
The Information Disclosure Unit shall consider whether to disclose information collected internally after consulting Timely Disclosure Rules set by the Tokyo Stock Exchange. Following this, the General Manager of the Information Disclosure Unit shall have the final decision about whether to disclose information.
(3) Procedure for timely disclosure of information
Material facts regarding corporate decisions and financial results shall be disclosed without delay after the General Manager of the Information Disclosure Unit assesses the need for timely disclosure, and as necessary, the Company’s highest decision-making body (the Board of Directors, etc.) gives their final judgment. Material facts regarding events and occurrences shall be disclosed without delay after the General Manager of the Information Disclosure Unit assesses the need for timely disclosure, and as necessary, the decision is discussed by the top management. The Information Disclosure Unit shall be responsible for the actual disclosure of information.
(4) How to Conduct Timely Disclosure of Information
Items to be disclosed according to Timely Disclosure Rules shall be posted to the Company website as soon as possible, following their disclosure on TDnet (the Tokyo Stock Exchange’s ‘Timely Disclosure Network’). For items which do not require disclosure according to Timely Disclosure Rules and for which disclosure is thus voluntary, Sojitz should take care to disclose this information in a manner similar to that used for timely disclosure of information for stakeholders.
② Disclosure other than “timely disclosure”
Each kind of information to which “timely disclosure” does not apply is assigned a department which oversees its disclosure. The department will disclose said information upon receiving the approval of an authorized person from the department, depending on the content of the information disclosed.
(2) Establishment and oversight of disclosure protocol
Responsible departments should not only draft the disclosure text and confirm any changes to laws and regulations prior to the disclosure; they should also put together disclosure instructions (“Instructions”) which clearly explain the process for drafting documents and obtaining internal approval for each piece of information to be disclosed. They should also revise these Instructions regularly.
The Disclosure Subcommittee as a subsidiary body of the Internal Control Committee will confirm the scope of company information disclosure each year, check the appropriateness and accuracy of disclosure procedures contained in the Instructions, and report their findings to the Internal Control Committee.
③ Establishment of internal rules for disclosure of information
The Company will make every effort to ensure that all employees handle company information appropriately, establishing not only “Regulations for Disclosure of Information.” and “Regulations for External PR” concerning information disclosure related work and procedures carried out by each organization as stated in this policy, but also “Regulations to Prevent Insider Trading.” and the “Sojitz Group Code of Conduct and Ethics”.
① Response to Market Rumors
The Company shall, as a general rule, refrain from responding to any questions regarding market rumors or speculative media reports published on company information. If ignoring said information is deemed to potentially have a large impact on the Company, however, the Company shall respond as appropriate, such as by disclosing certain information voluntarily or disclosing information by press release.
② Quiet periods
The Company shall enter a “quiet period” three weeks prior to announcing the financial results and refrain from responding to comments or questions regarding the closing in order to prevent closing-related information from leaking and ensure fairness in information disclosure. However, material information requiring timely disclosure under the Timely Disclosure Rules, such as revisions to earnings forecast and dividends projections, will not be subject to such restriction during the quiet period.
③ Prohibition against selective disclosure
“Selective disclosure” refers to disclosure of undisclosed material facts to specific persons or groups prior to formal public announcement. Excluding cases where privacy must be preserved due to certain non-disclosure agreements, Sojitz prohibits all selective disclosure.
(Timely Disclosure Framework)