Basic Guideline Related to Constructive Dialogue with Shareholders and Investors
Ahresty Corporation (hereinafter referred to as “the Company”) believes that it is important to have constructive dialogue, and establish and maintain the sound relationship with shareholders and investors (hereinafter referred to as “Shareholder etc.”) for enhancing sustained growth and medium to long-term corporate value. To cultivate a better understanding, the Company shall conduct the timely and appropriate disclosure of financial and non-financial information in accordance with laws and regulations, and provide information other than the disclosure based on laws and regulations as well. Furthermore, regarding opinions obtained from the dialogue with Shareholders etc., they shall be fed back to the management, and make effective use of improvement of corporate value.
1.System to conduct Constructive Dialogue
The Company President & CEO shall control the whole dialogue with Shareholder etc., and strive to realize constructive dialogue.
Regarding the actual dialogue with Shareholder etc., Management Planning Dept. shall examine the response with the Company President & CEO and Chief Administrative Officer, and take appropriate action.
Relative divisions such as Accounting Dept. and Human Resource Dept. shall conduct duties including the creation of disclosure materials and the share of necessary information.
2.Enhance a dialogue with Shareholder etc.
As means of dialogue other than individual meetings with Shareholder etc., the Company shall implement the explanatory session of financial results, briefing of management directives and disclosure of information by website etc., and conduct the activities to enhance the understanding in regard to the Company’s management directives / strategies and industry environment.
Management Planning Dept. shall share and utilize information such opinions and questions from Shareholders etc. by feeding back to Directors, Executive members, and relative divisions timely and appropriately, and lead to increase of corporate value.
4.Management of Insider Information
The Company, as a policy in regard to information disclosure of the Company and the Ahresty Group (hereinafter referred to as “the Company Group”) to capital market participants like Shareholder etc., shall establish Disclosure Rule separately, and endeavor to the correct, timely, and fair disclosure of corporate information.
The Company shall restrict the dialogue with shareholders for 3 weeks prior to the announcement of financial report to prevent the leak of the information and secure the fairness.
The Company shall establish “Rule for Prevention of Insider Trading” separately, manage the material information of the Company Group, and take measures for pre-prevention of insider trading through in-house education.
Regarding the stance to the Company’s information disclosure, “Disclosure Policy” shall be released in the Company’s home page.
5.Grasp the composition of shareholders
The Company shall conduct the investigation of beneficial shareholders regularly to endeavor to grasp the composition of shareholders, and enhance the constructive dialogue with shareholders.
6.Formulation and Announcement of Management Strategies and Management Plan
Upon formulation of management strategies and management plan, the Company shall establish the goal of future benefits and capital efficiency, strategies and measures for distribution of business resources, and strive to explain clearly.
The disclosure policy stipulates our corporate group’s information disclosure policy to shareholders, investors, and other capital market participants and discloses company information in an accurate, fair, and timely manner.
2.Definition of Material Information
Material information that should be placed for official disclosure includes material facts, determined by both the AS (Ahresty Standards) Rule for Prevention of Insider Trading and the related laws and securities exchange rules concerning the fixed and timely disclosure of accounting information, and information that may be thought to affect an investor’s investment judgment.
3.Definition of Disclosure
The definition of disclosure is “when material information is disclosed at the Company, Business Partners, or any of their subsidiaries to multiple news media and 12 hours have passed from the disclosure”, “when Securities Registration Statement, Securities Report, Semi-Annual Securities Reports, and Extraordinary Securities Report which include any of material information are publicly posted” and “when material information of the Company or Business Partners is notified to Securities Exchange or Securities Business Association and is publicly posted”. The content of material information shall be promptly posted on the company’s website and made public at a financial results briefing.
Under both relevant laws and regulations and TSE regulations, information required for disclosure and information pertaining to “2. Definition of Material Information” shall be promptly disclosed. However, when the company has a duty of confidentiality under a contract, when disclosure could considerably harm the company’s competitive advantage, or when there are other unavoidable reasons, information shall be promptly disclosed after the resolution of these issues.
5.Policy for the Future Outlook
The person responsible for disclosure, for the purpose of getting a reasonable valuation of this firm’s enterprise value in the stock market, will properly disclose 1) the “earnings forecast” submitted to the securities exchange, 2) “targets” for external disclosure other than the “earnings forecast”, 3) information other than results, such as qualitative information, concerning the future outlook of the company.
When disclosing 1, 2 and 3 above, the consideration of differences in actual and target numbers shall be stated in a written document or orally.