Toyota Tsusho believes in the importance of sincere and fair information
disclosure, and fulfills its responsibilities of accountability to
investors, analysts, and other stakeholders. The company also
understands the necessity of establishing long-term relationships of
trust, and of earning the trust and esteem of its stakeholders via
two-way communication. To achieve these goals, the company
continuously provides all information it deems essential and, at the
same time, develops IR activities that make use of third-party opinions
to improve management.
Toyota Tsusho holds financial results briefings for domestic analysts and institutional investors four times each year to communicate with shareholders and investors. Also, to promote greater understanding of its business activities the company holds business briefings and facility tours as appropriate. (In the past four years, for example, the company has conducted electronics business briefings, renewable energy business briefings, and facility tours in the Tokai region.)
For overseas investors, Toyota Tsusho visits Europe, Asia, and the Middle East and is continuing to hold individual meetings. The company also participates in conferences for foreign investors held by securities companies and creates opportunities for dialogue, including holding telephone conferences.
In the fiscal year ended March 31, 2020, for private investors, the company participated in IR fairs hosted by securities exchanges, held seven company presentation meetings, mainly in major cities, and also newly launched online presentation meetings in which approximately 3,000 investors participated.
In the fiscal year ending March 31, 2021, given the COVID-19 pandemic, Toyota Tsusho aims to fortify its materials disclosure, including increasing its disclosure materials and expanding the scope of English translations to further improve the degree of understanding investors have of the company by continuing to secure contact points with investors, mainly online presentation meetings.
The Company has established rules to disclose information in an effective and consistent manner in order to achieve the following goals:
- 1.To meet the Company's responsibility to actively and effectively disclose information and explain the current state of the Company. By doing so, trust can be formed with all stakeholders.
- 2.Perform timely and fair information disclosures to ensure that the Company's corporate value is accurately reflected in the stock price and social valuation.
- 3.Enable bilateral communication with stakeholders and utilize stakeholder comments as a feedback mechanism to improve management practices and increase corporate value.
Information subject to disclosure
Disclosures required by the Financial Instruments and Exchange Act:
- Securities reports
- Quarterly reports
- Internal control reports
- Extraordinary reports
- Registration statements
- Shelf registration statements
- Shelf registration supplementary materials, etc.
Disclosures required by the Companies Act:
- Notices of the ordinary general meeting of shareholders
- Business reports
- Financial reports
- Consolidated financial statements, etc.
Corporate decisions and events for which timely disclosure is required by the Tokyo Stock Exchange, including:
- Financial statements and voluntarily disclosed supplementary materials
- Press releases announcing corporate decisions or events
Other types of disclosures
- Integrated Report
- Regular communications to shareholders, etc.
- Various communications with analysts and institutional investors, etc. (financial results briefings, business briefings, private meetings, teleconferences, facility tours, etc.) and IR materials
Internal processes regarding information disclosures
Under the Disclosure Regulations, all officers and employees promptly report to the Chief Strategy Officer and the department responsible for information disclosure (Public Affairs Department) about matters decided at committee meetings and important information occurring at the Company and its subsidiaries in accordance with the division of their duties. After receiving reports, the Chief Strategy Officer and department responsible for information disclosure rigorously implement internal information management, judge the necessity of timely disclosure of the information, and timely disclose information requiring disclosure.
Based on the Disclosure Regulations, in principle the Company conducts information disclosure through the following spokespersons: directors, top management, executive officers, the general manager of the Corporate Planning Department, the general manager of the Finance Department, the general manager of the Accounting Department, and the general manager of the Public Affairs Department. Besides the above spokespersons, other spokespersons approved of in advance may also conduct information disclosure.
Management of insider information
The Company thoroughly complies with internal management rules for the prevention of insider trading. The Company strictly controls confidential information and does not provide information to third parties prior to official disclosure.
The Company imposes a silent period one month prior to the announcement of annual and quarterly financial results during which spokespersons refrain from any comments on financial results and earnings outlooks with the intention of preventing the leak of financial results information and assurance of fairness. This rule does not apply to the disclosure of material information for Tokyo Stock Exchange timely disclosures. Furthermore, even during the silent period, the Company will respond to inquiries regarding previously disclosed information.
●Policies on strategic shareholdings
Maintaining and strengthening business relationships and cooperative relationships with a wide variety of companies is necessary for sustained enhancement of the Company’s corporate value. The Company strategically holds limited shares of listed companies that are considered －from a medium- to long-term perspective－to be beneficial and important as significant business/collaborative partners. When conducting reviews into whether the Company ought to continue holding its cross shares and the number of the cross shares it holds, the Company will comprehensively take into consideration profitability using self-devised cost-of-capital-based indicators as well as matters such as business relations with the partners concerned, and the results of these reviews shall be reported to the Board of Directors meeting once a year. The Company will reduce its holdings of cross shares where it is found that there are no grounds to continue holding them.
●Policy on the exercise of voting rights
Striving to maintain and strengthen partnership with investee companies, the Company engages in communications with these companies that contribute to enhancement of their shareholder interests and corporate value over the medium and long term. The Company’s departments that manage investments take that perspective and appropriately exercise voting rights on the basis of multifaceted and comprehensive consideration of the situation of each investee company.
●Policy for when cross-shareholders (i.e. shareholders who hold a Company’s share for the purpose of cross-shareholding) indicate that they want to sell the shares
If cross-shareholders seek to sell the shares, the Company will not hinder the sale of the cross-held shares. In such a case, if the Company has their shares for the purpose of cross-sharing, the Company will take appropriate measures to reduce those shares in accordance with the Company's policies on cross-shareholdings.
Stance on antisocial forces
The Company has stipulated in the Toyota Tsusho Code of Ethics that it “takes a firm stance toward antisocial forces and organizations that threaten the order and safety of civil society” in accordance with the Charter of Corporate Behavior established by the Japan Business Federation and adheres to a policy of firmly refusing demands from antisocial forces and organizations.
To accomplish this, the Company regularly cooperates with outside specialized agencies such as the National Center for Removal of Criminal Organizations and the Organized Crime Control Bureau of Police Headquarters and has developed a system for dealing with antisocial forces. The Company’s Nagoya Head Office is a member of the Aichi Prefecture Corporate Defense Council, and receives guidance and shares information as a member.
In the event that an unreasonable demand is received from antisocial forces, the General Affairs Department, as the designated department responsible for responding, takes a resolute stance and responds in cooperation with the police and other relevant agencies and an attorney.