Disclosure & Dialogue Policy
1. NSSMC’s Values
Nippon Steel & Sumitomo Metal Corporation (“NSSMC”)’s corporate philosophy mandates that NSSMC “pursue world-leading technologies and manufacturing capabilities, and contribute to
society by providing excellent products and services,” and the code of conduct requires that NSSMC “actively engage with the public, disclosing corporate information in a fair and proactive manner, while carefully protecting and managing personal data and other types of information.”
In order to realize sustainable growth and improve NSSMC’s corporate value in the mid- to
long-term, NSSMC recognizes the importance of ensuring the understanding of the shareholders and investors with respect to NSSMC’s management policies and business activities, and earning their confidence, by means of timely, appropriate, and fair information disclosure, and constructive
dialogue based on its corporate philosophy and code of conduct stated above.
NSSMC will meet the expectations of the shareholders and investors for sustainable growth and improvement of its corporate value in the mid- to long-term, by steadily implementing its
management plans, as well as further enhancing information disclosure and dialogue.
2. Information Disclosure
(i) Basic Policy on Information Disclosure
NSSMC will comply with the Companies Act, the Financial Instruments and Exchange Act, and other applicable laws and regulations, and timely disclosure rules and other applicable rules
stipulated by the financial instruments exchanges on which NSSMC lists its securities, and disclose
information in accordance therewith.
In addition, with respect to financial and non-financial information other than that stated above, NSSMC will disclose the information concerning corporate decisions, occurrence of facts, and financial results all of which are considered to be material and likely to affect investment decisions, in a timely, appropriate and fair manner.
(ii) Method of Information Disclosure
With regard to information that the Companies Act requires to be disclosed (such as term reports), NSSMC will disclose such information in an appropriate manner, such as by sending it to all shareholders, as well as promptly posting it on NSSMC’s website. With regard to information that is required to be disclosed by the Financial Instruments and Exchange Act and the timely disclosure rules and other applicable rules stipulated by the financial instruments exchanges, NSSMC will disclose it using “Electronic Disclosure for Investors’ NETwork (EDINET)” provided by Financial Services Agency, and “Timely Disclosure network (TDnet)” provided by Tokyo Stock Exchange, as well as by promptly posting it on NSSMC’s website. As for information other than the above, NSSMC will disclose it in an appropriate manner, such as through NSSMC’s website, depending on the content of the information.
NSSMC will also promptly disclose, in English, “Term Report” and other relevant documents, the information required to be disclosed under the timely disclosure rules and other applicable rules as stated above, and the information concerning corporate decisions, occurrence of facts, and financial results all of which are considered to be material and likely to affect investment decisions, through NSSMC’s website and other methods.
(iii) Earnings Forecast and Future Outlook
The earnings forecast and future outlook disclosed by NSSMC is based on the information
available at the time of disclosure and certain assumptions, and may not be interpreted as a promise or guarantee of the figures planned for the future, or the realization of the measures.
Furthermore, please be aware that NSSMC may well change, without prior notice, its earnings forecast and future outlook, due to factors after disclosure, such as various risks and indeterminate or uncertain matters, and that the actual business performance and figures and other results may materially differ from the forecast and outlook.
(iv) Quiet Period
For the purpose of preventing leaks of information on financial results, and ensuring fair disclosure, NSSMC sets, as a quiet period, a certain period before the date of announcement of the annual and quarterly financial results, and during the quiet period, NSSMC refrains from replying to, commenting on, and otherwise responding to, any inquiries concerning the business performance and its associated matters; however, when the earnings forecast is likely to be materially amended, NSSMC will appropriately disclose such information pursuant to the rules stipulated by the financial instruments exchanges and other applicable requirements. Please also note that even during the quiet period, NSSMC will deal with inquiries concerning previously-disclosed information.
3. Initiatives regarding Dialogue and Related Matters
(i) Basic Principle on Dialogue
With a view to achieving sustainable growth and improvement of NSSMC’s corporate value
in the mid- to long-term, NSSMC takes various measures to enhance constructive dialogue with the shareholders. The dialogue with the shareholders and investors is generally supervised by the
Director responsible for General Administration and the Director responsible for Accounting and
Finance, and the General Administration Division and the Accounting & Finance Division work in
conjunction with the other divisions of NSSMC to enhance the measures.
(ii) Initiatives for Dialogue Enhancement
For shareholders, in addition to striving to actively provide information to the shareholders
and sincerely responding to their questions and comments in the General Meeting of Shareholders,
NSSMC seeks to promote understanding of its management situation, and enhance dialogue, through holding management business briefings and plant tours regularly, in various locations, and issuing information booklets. On the other hand, for institutional investors, NSSMC not only explains its management strategies, business lineups, business performance, and other related matters, by means of briefings on financial results in each quarter, briefings on the mid-term management plan, steelworks/research laboratory tours, and other opportunities, but also seeks to enhance dialogue by means of, among others, small meetings for investors, various conferences, and visit to overseas institutional investors.
(iii) Feedback to the Board of Directors and Executive Officers
The opinions and other comments received from the shareholders and investors through the
above-listed initiatives are reported and fed back to the Board of Directors and others responsible for the dialogue with the shareholders and investors on a regular basis.
(iv) Measures to Manage Insider Information
Insider information (undisclosed material facts) is appropriately managed in accordance with
NSSMC’s rules, “Rules on Insider Information Management and Insider Trading Regulations.”