1. Basic Policy on Information Disclosure
Dentsu Group Inc. (hereinafter, “the Company”) provides information in a timely, accurate and fair manner to its stockholders, investors, securities analysts and other concerned parties according to the related laws and regulations including those of the Financial Instruments and Exchange Acts as well as Tokyo Stock Exchange regulations (hereinafter, “the related laws and regulations”).
Even if the information is not required to be disclosed according to the related laws and regulations, the Company is committed to proactively disclosing unpublished important information which is probable to have a significant influence on the value of its securities if it is made public, and other information that has a significant influence on the investment decisions of investors (hereinafter, "important information"), in addition to information judged useful by it for deepening the understanding of its management policy, business content and other matters.
The Company actively engages in constructive dialogue with shareholders, investors, securities analysts and other concerned parties, and the Company uses the opinions received and other feedback as a reference for its corporate management to improve its corporate value.
Through such information disclosure and communication, the Company enhances the transparency of its corporate management and strives to maintain and improve its corporate trust.
2. Method of Information Disclosure
The Company discloses information as the related laws and regulations require in an appropriate manner according to the provisions set forth in the related laws and regulations, while also posting the content on its website promptly after such disclosure.
The information not required to be disclosed by the related laws and regulations will be made public in an appropriate manner according to the content of such information, such as the distribution of news releases, the holding of press conferences and briefing sessions, as well as posting data and other pertinent information on its corporate website.
3. IR Advancement Structure
Under the supervision of its Executive Officers in charge of IR and Information Disclosure, many of its management executives participate in constructive dialogue with its shareholders and investors.
In order to promote effective IR activities, the Company established Group IR Office as a special department so that IR activities may effectively function, and Group IR Office closely cooperates with relevant departments such as business planning, accounting, legal affairs and public relations, as well as with its key Group companies. Group IR Office continuously gathers necessary information from Group companies and internal divisions to create materials for disclosure as well as expressions and messages for the website, and endeavors to enhance communication with its shareholders, investors, analysts, and other parties.
Moreover, the Company places an IR representative in London to serve as a contact point for overseas investors and analysts.
4. Fair Disclosure
In order to ensure fair disclosure of information to its shareholders, investors, securities analysts and other concerned parties, the Company properly manages important information in accordance with the Fair Disclosure Rule (Article 27 - 36 of the Financial Instruments and Exchange Act). When Executive Officers and employees, including the Dentsu Group’s CEO, CFO, management executives and heads of Group IR Office, communicate important information concerning business operations to investors and/or other concerned parties, the Company promptly discloses such important information.
5. Unpublished Information on Business Performance
Regardless of the nature (quantitative or qualitative) of information or the method of transmission (verbal, written or electromagnetic method), the information on its business performance in the fiscal year (monthly, quarterly, full year) which is required to be disclosed by the relevant laws and regulations, as well as other such important information, shall not be communicated individually to its shareholders, investors, securities analysts, and other concerned parties until it is disclosed in an appropriate manner according to the relevant laws and regulations.
6. Forward-looking Statements
Of the information the Company discloses, forward-looking statements such as future plans, forecasts and strategies are based on the information acquired at the time of disclosure of such information and certain assumptions judged as rational by it, which may contain known or unknown risks and uncertainties. Therefore, please note that the actual results may differ greatly from these forward-looking statements due to various factors.
7. Constructive Communication
The Company promotes constructive communication with its shareholders, investors, securities analysts and other concerned parties. Individual meetings, briefing sessions, and other opportunities shall be held within the rational scope taking into account the attributes of shareholders and the purpose of meetings under the supervision of its Executive Officers in charge of IR and information disclosure, based on the participation of its management executives including President & CEO or Directors, Members of the Board (including Outside Directors).
The Company also proactively looks at various opportunities such as presenting roadshows visiting domestic and overseas investors individually and participating in overseas conferences in the advertising media sector and other domestic and overseas conferences, while being committed to maximizing the opportunities of communication between its management executives and shareholders, investors, securities analysts and other concerned parties.
Opinions and other feedback the Company receives through such communication shall be shared and used among its management team and other internal stakeholders as a reference for corporate management to improve its corporate value.
8. Insider Information Management
For proper management of the insider information, the Company has established the Information Management Committee. The Company shall further set the "Rules on Timely Disclosure of Information and Insider Transactions" to be thoroughly informed to all of its executives and employees.
9. Quiet Period
In order to prevent information leakage on its fiscal results, the Company shall designate a certain quiet period before the announcement date of its quarterly financial results, during which we refrain from responding to any media inquiries; provided however, even during the quiet period, the Company responds to inquiries on the already disclosed information. The Company also discloses the information in an appropriate manner if there is a likelihood of making a major revision to its business forecasts as such information is required to be disclosed by the related laws and regulations.
Formulated on September 1, 2018