Policy on Information Disclosure and Dialogue (Disclosure Policy)
Epson established this policy for engaging in honest dialogue with stakeholders, in keeping with the Principles of Corporate Behavior and the Corporate Governance Policy, both of which were established to realize the Management Philosophy.
Epson recognizes that to sustain growth and increase corporate value over the medium and long terms, we must increase the transparency of management and build and strengthen lasting trust and partnerships through honest dialogue with stakeholders.
As part of our efforts to do so, we have articulated a policy on the disclosure of information to shareholders, investors, analysts, capital markets, and other stakeholders (collectively referred to as "shareholders and investors" below). We are also further enhancing our investor relations and sustainability reporting (IR & SR) activities and are engaging in constructive dialogue.
1. Basic policy
- Epson will demonstrate accountability by proactively disclosing accurate and adequate information, including negative information, and will communicate information that is useful for shareholders and investors.
- Epson will not only provide shareholders and investors with information in a manner that is fair and appropriate but will also arrange opportunities for dialogue with shareholders and investors and will listen humbly to their views. Epson will endeavor to engage in constructive and honest dialogue with the objective of using the views of shareholders and investors to strengthen business infrastructure.
2. Information disclosure criteria
- Epson will disclose information in a manner that is fair, timely, and appropriate, in conformance with the Financial Instruments and Exchange Act and other relevant laws and ordinances, as well as with the rules and requirements of stock exchanges on which Epson shares are traded.
- Even if not required to do so by laws or regulations, etc., Epson will proactively disclose information that it believes could have an important influence on investment decisions and information that it believes could be useful for deepening understanding of the company.
3. Execution organization structure
- The Officer in charge of IR & SR shall be responsible for information disclosures to and dialogue with shareholders and investors.
- An IR & SR group shall be created to assist in or handle information disclosures and dialogue with shareholders and investors.
- The IR & SR group shall prepare for information disclosures and dialogue by routinely exchanging information and otherwise maintaining close communication with relevant divisions and departments in Epson, such as the management planning, finance and accounting, and public relations departments.
4. Method of disclosing information
- Information whose disclosure is required under the Companies Act, Financial Instruments and Exchange Act, stock exchange rules, and other applicable laws and regulations shall be released to the public over the Financial Services Agency's electronic disclosure system (EDINET) or the Tokyo Stock Exchange's timely disclosure system (TDnet). The information shall also be posted on a website if necessary.
- Other information that could have an important influence on investment decisions shall be posted on websites in a timely manner or otherwise fairly and broadly disseminated to the public to ensure the equitability of information access.
- To ensure that overseas investors, etc., have access to information, information that could be needed for investment decisions shall be released in English to the extent necessary and reasonable.
5. Control of insider information
When disclosing information and engaging in dialogue with shareholders and investors, strictly manage insider information in accordance with internal regulations (the Epson Group Insider Trading Regulation) so as to prevent insider trading.
6. Fair disclosure of material information
- Definition of material information and determination of materiality Epson defines material information that is subject to Fair Disclosure Rules as insider information and information of a precise nature that has not been made public that would likely have a significant effect on share price. The IR & SR supervisory department shall propose what information should be considered material, and the Officer in charge of IR & SR shall decide whether information is material after consulting with relevant departments.
- Prohibition of selective disclosure Material information shall not be disclosed selectively. Material information shall be disclosed simultaneously or promptly by a method described in 4. If unreleased material information is unintentionally disclosed during private meetings or discussions, the company will provide a public disclosure by a method described in 4 as soon as possible after the unintentional disclosure is realized.
7. Quiet period
To prevent leaks of financial information and to ensure the fairness of information disclosure, Epson shall impose a quiet period. The quiet period shall begin the day after account settlement and last until the quarterly earnings are publicly announced. During the quiet period, Epson shall refrain from answering questions about or commenting on its earnings, financial, or other prospects.
This shall not preclude discussions with shareholders and investors about information that has already been made public. If material facts or material information emerge during the quiet period about things such as prospects for a change in an earnings outlook that has already been announced, Epson shall disclose information in an appropriate manner based on stock exchange rules, etc.
8. Future outlook
Forward-looking statements about subjects such as projected financial performance and future business plans are based on available information at the time of disclosure and include potential risks and elements of uncertainty. Therefore, a safe harbor statement shall be attached to warn investors that actual financial performance and the like may differ significantly from the forecast due to a variety of factors.
9. Providing information to third parties
As a general rule, Epson does not comment on things such as third-party estimates of Epson earnings. However, if the information contains factual errors or if the information could have a significant effect on investment decisions, Epson will provide an appropriate public disclosure by a method described in 4.
10. Actions to promote constructive dialogue
- Dialogue spokespersons
As a general rule, the President, the Officer in charge of IR & SR, and the IR & SR group manager, or a manager of another relevant department such as finance and accounting that has been designated by the Officer in charge of IR & SR shall represent Epson in dialogue with shareholders and investors to ensure the consistency of content and avoid selective disclosures, and Directors (including Outside Directors) shall respond within a reasonable scope.
- IR & SR for encouraging dialogue
Epson shall take the actions below to encourage dialogue with shareholders and investors. Dialogue should be based on the needs of shareholders and investors but should also be conducive to increasing long-term corporate value by covering not only financial information such as changes in performance but also non-financial information such as the long-term vision, mid-range business plans, business strategies, and ESG topics.
- Present business reports at General Meetings of Shareholders and answer questions.
- Give facility tours and brief shareholders on things such as mid-range business plans and business strategies.
- Present financial results and hold teleconferences with overseas investors to announce earnings every quarter.
- Meet one-on-one or in small groups with investors in Japan and overseas.
- Participate in IR conferences and similar events sponsored by securities companies.
- Give presentations about the company to individual investors.
- Expand and improve the information provided to shareholders through corporate IR web sites, General Meeting of Shareholders notices, shareholder bulletins, integrated reports, and other communications.
- Understanding shareholder composition
Endeavor to identify actual shareholders in order to ensure the effectiveness of dialogue with shareholders and investors.
- Mechanisms for relaying feedback
- The Officer in charge of IR & SR and the IR & SR group shall report to the management team shareholder and investor ratings and comments following General Meetings of Shareholders and financial results announcements. They shall also voice their opinions and share information with relevant officers and others about the nature of discussions with shareholders and investors as needed.
- The shareholder and investor views and concerns that are reported and shared shall be used as an important information source for management.