PRONEXUS' management philosophy defines our mission to society as contributing to the sound growth of client companies and capital markets by promoting proper corporate valuations and investment activities by investors via our support services for corporate disclosure and investor relations activities. Aiming to establish constructive dialogue with our shareholders and investors, we carry out prompt, pertinent and fair disclosure activities in accordance with our management philosophy as well as our social and environmental codes of conduct based on this philosophy.
The following disclosure policy has been created in order to make this fundamental policy known both within and outside of the Company and to ensure that PRONEXUS' disclosure practices are always executed according to appropriate standards, methods, and regimes.
- 1. Information Disclosure Standards
- We consistently disclose information in accordance with the Companies Act, Financial Instruments and Exchange Act, and other laws, as well as rules on the timely disclosure of company information stipulated in the Tokyo Stock Exchange's Securities Listing Regulations (hereafter, "Timely Disclosure Rules").
When information arises related to determined facts, occurring facts and account settlement-related matters that affect significant impact on investment decisions, such information will be promptly disclosed following the standards outlined in the Timely Disclosure Rules. At the same time, we will actively disclose information that is deemed to be important or beneficial in order for investors to understand the Company, even when it is not subject to the Timely Disclosure Rules. By doing so, we will improve information accessibility for our investors.
- 2. Information Disclosure Methods
- Information subject to the Timely Disclosure Rules is promptly published on our corporate website following registration in the Timely Disclosure Network (TDnet) provided by Tokyo Stock Exchange Group, Inc. Information that is not subject to the Timely Disclosure Rules is also openly announced via various media including our corporate website.
- 3. Prevention of Insider Trading
- We have stipulated internal rules for the appropriate handling of important information and prevention of insider trading, and are working to promote thorough understanding and awareness of these rules by employees across the entire PRONEXUS Group.
- 4. Handling of Earnings Forecasts and Future Information
- Any non-historic fact disclosed in our earnings forecasts, strategies, policies and targets appears as a forward-looking statement. Such statements are made on the grounds of a plan, expectation or decision made based on the information obtained at the time and certain assumptions deemed logical, while actual earnings results and other disclosed future information may vary greatly due to various risks and uncertainties.
- 5. Quiet Period
- In order to ensure fairness to every investor, we have defined the quiet period as the time starting from the day after the final day of each corresponding quarter until the day of our earnings announcement. During this period, we will refrain from responding to or making comments on questions related to our account settlement and earnings forecast. However, if a large discrepancy from the earnings forecast is found in the quiet period, information will be appropriately disclosed following the Timely Disclosure Rules.
- 6. Development of Internal Systems/Structures
- Through the appropriate management of our disclosure policy, we establish and maintain a system that allows us to disclose information in a timely and appropriate manner following the Timely Disclosure Rules. We have clearly defined* the processes from when information originates to its disclosure in order to exercise information disclosure grounded in appropriate decision-making as a company. Based on this, the department responsible for information disclosure appropriately collects and analyzes information through coordination with each business department.
PRONEXUS's corporate mission is to support client companies' disclosure and investor relations operations in order to aid investors in making informed investment decisions based on the accurate and fair disclosure of information.
From this perspective, we will conduct our IR activities in accordance with the following policy to promptly, accurately and fairly disclose information to shareholders and investors, and to establish constructive dialogues with them.
To maximize our corporate value, we recognize that it is essential to ensure that investors have a correct understanding of our company. To this end, based on our disclosure policy, we disclose information on our management philosophy, mission, roles, management policy, businesses, performance, financial data, management indicators, dividend policy and results, our Medium-term Management Plan, and our vision in a correct and timely manner.
Our person responsible for information disclosure is in charge of dialogues with shareholders and investors. Depending on the purpose of an interview, a director, an executive officer, or the IR department will handle the actual interview as appropriate. To increase the effectiveness of dialogues, the IR department coordinates information closely with corporate departments such as finance/accounting and general affairs and takes initiatives such as the following with a view to having a constructive dialogue:
• Meetings to explain the Company to individual investors;
• Results briefings for and visits to institutional investors; and
• Provision on the Company’s website of materials that explain performance results and the Company’s business.
Knowledge gained through dialogues is continually reported to the management team to help in making management decisions.
Through these IR activities, we are boosting the level of awareness of our company among investors and working to broaden their understanding about us and our vision. By achieving the performance and growth expected of us, we will raise investor expectations in our company. We will continue to expand our IR activities going forward with the ultimate goal of enhancing our corporate value and brand value.