Disclosure Policy
We will strive to ensure transparency, impartiality, continuity, and promptness in the disclosure of corporate information to our shareholders and investors (“Disclosure”). Disclosures shall be made in compliance with the Financial Instruments and Exchange Act, the Companies Act, and the Securities Listing Regulations set forth by the Tokyo Stock Exchange, Inc (hereinafter “Disclosure-related Laws and Regulations”). Disclosure will be made in Japanese and English. We will establish a system for managing disclosure information and ensure thorough implementation of the system.
Terms used in this Policy shall be defined in accordance with those used in Disclosure-related Laws and Regulations.
1. Basic Disclosure Policy
In the Kioxia Group Standards of Conduct, we have provided that “Kioxia will, accurately and in a timely manner, in compliance with all applicable laws and regulations, disclose information relating to corporate management, financial data, and any facts that are significant to the management of the company”. This is the Group’s basic policy.
2. Disclosure Standards
We will disclose information in compliance with Disclosure-related Laws and Regulations. In addition, we will disclose corporate information that we believe has a material impact on investors’ decisions.
3. Method of Disclosure
We have established procedures in our internal regulations for decisions by the President and CEO and reports to the Board of Directors regarding Disclosure, as well as for Disclosure operations.
Information that falls under the disclosure standards of Disclosure-related Laws and Regulations will be disclosed on the Financial Services Agency’s Electronic Disclosure for Investors’ NETwork (EDINET) for securities reports and other disclosure documents under the Financial Instruments and Exchange Act, or the Tokyo Stock Exchange’s Timely Disclosure network (TDnet). We will also promptly post the information on our website after such disclosure.
4. Internal System for Disclosure
At the Disclosure Division we will consolidate information within the Group which requires consideration for Disclosure in accordance with Disclosure-related Laws and Regulations, and disclose it subject to the final decision made by the President and CEO. In relation to such decision making, we have established an advisory committee to review the necessity for and content of the Disclosure.
5. Compliance with Fair Disclosure Rules
We comply with the Fair Disclosure Rules set forth in the Financial Instruments and Exchange Act. Unless confidentiality is guaranteed by a non-disclosure agreement or the like, we will not selectively provide material information that has not yet been disclosed to the public. When providing material non-public information, we will take appropriate measures, such as disclosing the information in accordance with laws and regulations or imposing confidentiality obligations on the recipient of the information.
6. Quiet Period
We will designate the period starting from the tenth business day after the end of the financial period and ending on the day before the announcement of financial results as a “quiet period”. During this time, we will refrain from commenting on or responding to questions regarding financial results. However, during this quiet period, in cases such as where the outlook significantly differs from the publicly announced business outlook, we will make appropriate Disclosure.
7. Information on Outlooks for Business Performance
The business outlooks, strategies, policies, targets and other statements disclosed by us that are not historical facts include forward-looking statements, which are based on information available to us at the time of Disclosure, as well as plans, expectations and considerations based on certain assumptions that we believe are reasonable. However, actual results may differ significantly due to various risks, uncertainties and unknown factors.
Note: In addition to this Policy, please also refer to "Disclaimers" separately provided.