Corporate Disclosure Policy
Kirin Holdings (hereinafter the "Company") endeavors to ensure transparency, fairness and continuity in disclosing information to shareholders and investors on a timely basis. In order to ensure transparency and fairness of information disclosure, the Company will be thorough in implementing its system for managing information, provide information in Japanese and English, and establish a "quiet period" as outlined in Section 4.
The Company discloses information in accordance with the Financial Instruments and Exchange Act of Japan and other applicable ordinances (hereinafter the “FIEA”) as well as the Securities Listing Regulations and other applicable regulations (hereinafter “TSE regulations”) enforced by the Tokyo Stock Exchange (hereinafter the “TSE”). In addition, as necessary and upon deliberation by the Group Information Disclosure Committee*, the Company makes available other information that it believes to be effective in ensuring a better understanding of the Group, and, in particular, the Company proactively and promptly provides financial and non-financial information concerning the improvement of corporate value over the medium to long term.
Terms used in this Policy are defined and interpreted as specified in the FIEA or TSE laws or regulations.
- The Group Information Disclosure Committee refers to the executive committee which was established and appointed by President & CEO, and deliberates and decides on the importance of information and necessity for disclosure from the perspective of providing shareholders/investors with useful information.
1. Method of Information Disclosures
In case it is necessary to make timely disclosure as specified in TSE regulations, the Company discloses such information through the Timely Disclosure Network (hereinafter “TDnet”) operated by the TSE after delivering an advance briefing to it, and promptly provides the same information to the news media and posts it on the Company's website without delay.
In the event where an officer or employee of the Company (limited to a person in charge of communicating information to trade-related parties (torihiki kankeisha)) communicated or is likely to have communicated material information (juyo jyohou) pursuant to the FIEA in connection with its business, only to a certain business contact(s), the Company will promptly take necessary measures, including public disclosure on the Company’s website, upon a decision of the Group Information Disclosure Committee. However, even if the communicated information falls under the category of material information, if immediate public disclosure of the information is considered to be inappropriate, the Company might refrain from disclosing the information for a certain period of time, provided that the Company and a disclosed party/parties conclude an agreement stipulating confidentiality and other obligations including the prohibition of trading stocks of the Company.
2. Earnings Forecast and Forward-Looking Statements
Statements publicly available on the Company's website with respect to the Group's plans, earnings forecast, and strategies as well as those of its affiliated companies, that are not historical or current facts, are forward-looking statements about the future performance of the Group. These statements are based on management's assumptions and beliefs in light of the information available at the time of the statements.
Actual results may differ materially from those discussed in the forward-looking statements due to changes in various risks and uncertainties as well as economic conditions.
3. Disclosure of Information on Business Performance over an Undisclosed Fiscal Period
The Company does not disclose information on the business performance over any undisclosed fiscal period (quarterly/full-year), regardless of the nature of the information (quantitative or qualitative) and the method of disclosure (oral, written, or electronic).
If, exceptionally, there is any information to disclose, the Company discloses it on the Company's website and answers questions, etc., only within the scope of the disclosed information.
4. Quiet Period
The Company has a "quiet period" that extends from the day following the end of a fiscal period to the day of an earnings announcement for that fiscal period to maintain transparency and fairness of information disclosure as well as to ensure that any information leaks on the business performance over an undisclosed fiscal period are prevented.
During the quiet period, the Company does not respond to any requests for information gathering purposes. However, even during the quiet period, the Company answers questions about information which has already been disclosed, made public domain, or disclosed through TDnet during the quiet period.
- Material information (Article 27-36 of the Financial Instruments and Exchange Act) may be disclosed only on the Company's website.
- Information relating to risk management among information about matters that have been taken place may be disclosed by the Chairman of the Group Risk and Compliance Committee (executive officer in charge of risk management) and posted to the Board.
- Details and methods of disclosing Information about financial results/forecasts shall be discussed in the Group Information Disclosure Committee.
- If material information needs to be disclosed promptly, it may be disclosed by the Chairperson of the Group Information Disclosure Committee (CFO) and posted to the Board.
From the above (4) material information, the above (1) information about matters that have been decided, (2) information about matters that have been taken place, and (3) Information about financial results/forecasts shall be excluded.