Basic policy on timely disclosure
The Toshiba Group Standards of Conduct states that, “Toshiba Group companies shall endeavor to obtain the understanding of stakeholders, including customers, shareholders and the local community, with respect to corporate activities, products and services, and further improve public recognition of Toshiba Group and its corporate image by means of positive and timely corporate communications activities on business information, such as corporate strategy and financial data,” as the Group's basic policy. In addition to this, the Corporate Governance Guidelines state that, “The Company will provide timely and appropriate disclosure pursuant to the Companies Act, the Financial Instruments and Exchange Act, other applicable laws and regulations, the rules of financial instruments exchanges, and the like. In addition to this, the Company will fully consider voluntary disclosure and endeavor to maintain and improve its long-term relationships of trust with its shareholders, investors, and other stakeholders. ,” and the intent of this stipulation, together with regulations on timely disclosure procedures that define specified duties on the timely disclosure, defines the basic stance for disclosing company information.
Standards for information disclosure
Toshiba Corporation's information disclosure meets the requirements of the Securities Exchange Law, other legislation, and rules on timely disclosure defined by the stock exchanges on which Toshiba is listed.
In addition to this, Toshiba also discloses information not required under rules of timely disclosure, covering such matters as decisions made by the company, events related to the company and items connected to settlement of accounts, in the event that such matters are considered to have the potential to impact on investment decisions by interested parties. Such matters are disclosed as promptly and comprehensively as possible.
In carrying out information disclosure such as that mentioned above, Toshiba makes full use of the electronic facilities provided by the Tokyo stock exchange's TDnet. Information disclosed on TDnet is also promptly disclosed via other media, including the Toshiba Web site and direct e-mail.
Regarding the disclosure of information not required by rules for timely disclosure, Toshiba fully respects and observes the need for timely disclosure, and makes every effort to assure full disclosure to investors by appropriate methods.
Preparation and delivery of materials for disclosure
- Systematic disclosure materials: short statements on settlement of accounts announcements, asset securities reports, notices of resolutions
- Voluntarily disclosed materials: annual reports, fact books, news releases, CSR Reports
- Disclosure materials of settlement of accounts
- Post relevant disclosure materials to the Web site
Internal system for timely disclosure of corporate information
The status of Toshiba's internal system for timely disclosure of corporate information is as described below.
Toshiba has stipulated in the Toshiba Group Standards of Conduct that “Toshiba Group companies shall endeavor to obtain the understanding of stakeholders, including customers, shareholders and the local community, with respect to corporate activities, products and services, and further improve public recognition of Toshiba Group and its corporate image by means of positive and timely corporate communications activities on business information, such as corporate strategy and financial data” and has adopted this as the Group's basic policy. In addition, Toshiba has stipulated in the Corporate Governance Guidelines that “The Company will provide timely and appropriate disclosure pursuant to the Companies Act, the Financial Instruments and Exchange Act, other applicable laws and regulations, the rules of financial instruments exchanges, and the like. In addition to this, the Company will fully consider voluntary disclosure and endeavor to maintain and improve its long-term relationships of trust with its shareholders, investors, and other stakeholders.” This stipulation, together with regulations on timely disclosure procedures that define detailed responsibilities relating to timely disclosure, defines Toshiba's basic stance on information disclosure.
Toshiba has established the Information Disclosure Office, a dedicated organization for information disclosure, under the Corporate Communications Division. In addition, it has assigned a person in charge of information disclosure at each corporate staff division, the Toshiba organizations that manage information and set up an Information Disclosure Committee at each split-off company. Thus it put in place a system such that timely disclosure information pertaining to corporate decisions and material facts is communicated to the Information Disclosure Office in a timely and appropriate manner. The general executive or the general manager of the Corporate Communications Division, the person responsible for information handling, determines the necessity of timely disclosure of information collected and examined at the Information Disclosure Office and executes timely disclosure following final approval by the President and Chief Executive Officer. Timely disclosure of matters requiring a resolution of the Board of Directors is made following a resolution of the Board of Directors.
To thoroughly gather and examine information that may be subject to timely disclosure, Toshiba has established, as independent notification criteria, numerical criteria stricter than the timely disclosure criteria stipulated by the Tokyo Stock Exchange and other security exchanges and gathers information within the scope of the criteria at the Information Disclosure Office. Toshiba aims to implement a comprehensive timely disclosure information gathering system and realize timely disclosure without omission by having the split-off companies and corporate staff divisions report corporate information within the scope of the notification criteria.
The Finance & Cash Management Division, Accounting Division, and Corporate Communications Division together prepare summary statements of financial results and other disclosure documents, and a public announcement is made following a resolution by or reporting to the Board of Directors. Toshiba makes every effort to make earnings announcements as soon as possible. In the process of settling the accounts (including quarterly accounts), the Finance & Cash Management Division and Accounting Division appropriately verify the necessity of disclosure of any change in earnings forecasts (including dividend forecasts). If it is necessary to consider disclosure of a change in earnings forecasts, the matter is communicated by the Finance & Cash Management Division and Accounting Division to the Information Disclosure Office, and a public announcement is made following approval by the President and Chief Executive Officer and a resolution by or reporting to the Board of Directors.
In accordance with the Regulations for Prevention of Insider Trading, the internal rule, Toshiba obtains the comprehensive written pledge concerning insider trading from executive officers, managers of relevant divisions and relevant employees. Also, it obtains the specific written pledge from other employees as needed. Toshiba provides education on insider trading regulations and timely disclosure as needed and endeavors to familiarize employees with insider trading regulations and timely disclosure.
In addition to the above, Toshiba has set up the Risk Consultation Hotline and put in place a mechanism that enables anyone to directly provide information about acts suspected to be violations of the law (including acts pertaining to accounting) to an outside attorney or the Audit Committee.
Toshiba Corporation observes the two weeks before the announcement of business results as a silent period, during which we do not answer inquires related to business results. Should it prove necessary to revise forecasts during the silent period, we do so in accordance with disclosure rules of Tokyo Stock Exchange in principle. During the silent period, we do answer inquiries on information that has been already disclosed by Toshiba. The silent period is observed to prevent leaks of information on business results and to assure fair disclosure, based on in-house regulations. We appreciate your understanding.
This Web site contains projections of business results, statements regarding business plans and other forward-looking statements. This information is based on certain assumptions, such as the economic environment, business policies and other factors, as of the date when each document was posted. Actual results may differ significantly from the estimates listed here.