Corporate Governance

Basic IR Policy

1. Basic Policy

Toyo Seikan Group Holdings, Ltd. (hereinafter, the “Company”) fully understands that the timely and appropriate disclosure of corporate information to all stakeholders including shareholders, investors and securities analysts (hereinafter, the “Shareholders and Investors”) forms the basis of a sound securities market. The Company will also issue corporate information in a timely, fair and accurate manner through active communications with the Shareholders and Investors with the aim of gaining their confidence and appropriate evaluation of the Company.

2. Disclosure Standards

The Company shall disclose material information, including decisions and events likely to influence investment decisions and information about financial results, in compliance with applicable laws and regulations including the Companies Act, Financial Instruments and Exchange Act, as well as the rules on timely disclosure provided for by the stock exchanges where the Company is listed (hereinafter, the “Timely Disclosure Rules”). Further, the Company will proactively disclose information to the Shareholders and Investors that may influence their investment decisions and may be useful for promoting their understanding of the Company, even when it is not required by the laws and regulations and the Timely Disclosure Rules.

3. Disclosure Method

The information required by the Timely Disclosure Rules will be placed on the Company’s website immediately after the disclosure through the Timely Disclosure Network (TDnet) provided by the Tokyo Stock Exchange.
Based on the basic policy and disclosure standards, the Company will endeavor to disclose information that is not required by the Timely Disclosure Rules to the Shareholders and Investors in a timely, fair and accurate manner.

4. Earnings Forecast and Future Outlook

Forward-looking statements disclosed by the Company are based on the information available at the time of disclosure and certain assumptions deemed reasonable, and thus not intended to guarantee the future performance. The actual results may differ materially from those contained in the forward looking statements due to various factors.

5. Policy Regarding Dialogue with Shareholders and Investors

The Company will appoint the executive officer in charge of investor relations (Director or Executive Officer) to have dialogue with the Shareholders and Investors. The executive officer in charge of investor relations will participate in the meetings to the extent reasonable and IR Division (Corporate Planning Dept. and General Affairs Dept.) will respond to them.
The executive officer in charge of investor relations will cooperate with internal divisions such as Corporate Planning, General Affairs, Accounting, Finance and Legal to establish constructive dialogue.
The Company will hold individual IR meetings and regular financial briefings to facilitate dialogue with the Shareholders and Investors. IR Division will share with the management team, Board of Directors and concerned parties the comments and input from dialogue, and strive to incorporate them appropriately and effectively into business activities.
To prevent disclosure of non-public information to some Shareholders and Investors, the Company will ensure that personnel concerned with such information will thoroughly control information in accordance with the internal rules.

6. Quiet Period

In order to ensure fairness and prevent unauthorized release of earnings information prior to the announcements, the Company defines a week prior to the announcement of quarterly financial results as a quiet period and refrains from making comments or responding to questions related with financial results and earnings forecast during such period. However, if a large discrepancy from the earnings forecast is found during the quiet period, information will be disclosed in a timely manner under the Timely Disclosure Rules.

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