The “Anritsu Disclosure Policy” and the status of the internal structure for timely disclosure of the corporate information are as follows:
The Company’s Disclosure Policy declares to “disclose accurate information to every stakeholder with good faith fairly and positively according to the related laws or ordinances, irrespective of its content and whether circumstances surrounding the disclosure is favorable or not.” Under the Policy, we are working to disclose corporate information in a fair, timely, and appropriate manner to the public, the shareholders, investors, and other related persons according to the following action plan:
- Disclose accurate information
- explicitly in an understandable way,
- and transmit it proactively, timely, and promptly,
- to be disseminated widely and impartially.
- Ensure the careful management of information and seek to prevent insider trading.
Internal structure for timely disclosure
To realize the Disclosure Policy, the Company has stipulated internal rules (“Rules on Disclosure of Corporate Information” and “Rules for Prevention of Insider Trade”), based on which we handle every corporate information to pursue the enhancement of its transparency and credibility as an enterprise.
- Gathering and management of information
Once corporate information that may require a timely disclosure is generated, the head of a department in charge of such information shall confirm and report its content to a responsible person for information handling, the position of which is assumed by a Vice President supervising financial affairs (“Information Handling Officer”). The Information Handling Officer controls over matters relating to the management and disclosure of corporate information.
- Determination of significance of information
For the corporate information gathered at the Information Handling Officer, the Disclosure Policy Committee chaired by the Information Handling Officer shall evaluate and determine whether it requires disclosure or not. When it is determined to disclose, the Committee shall discuss what content, when, and how to disclose the information and other necessary matters.
- Public announcement
The Company shall promptly disclose any material fact upon the resolution by the Management Strategy Conference and the Board of Directors. In principle, Representative Director(s), Vice President in charge, and respective department managers of IR, legal, and accounting departments (collectively “Information Disclosure Officers.”) assume the role of disclosing information. They shall submit a report to the Stock Exchanges and carry out disclosure procedures for news media in cooperation with the Information Handling Officer. If any selective disclosure is made carelessly or for a similar reason, the Company shall promptly prepare, and issue disclosure materials based on the Disclosure Policy Committee's deliberation and approval.
- Monitoring structure
Directors on Audit & Supervisory Committee conduct audits on whether the Company’s timely disclosure system is properly working or not in various ways. Specifically, they attend the board’s meetings, the Management Strategy Conference, and other significant meetings; access material documents, such as minutes of the Information Disclosure Committee meetings; promptly report on material matters; and implement information disclosure audits.
Besides, the Internal Control Committee plays as a center of the establishment, operation, and improvement of the internal control system. And the Global Audit Dept. verifies the internal control system's appropriateness and effectiveness as an
independent internal audit department.
- Training and education
To ensure the fair, timely, and appropriate disclosure of information on a Group-wide basis and prevent any insider trading, the Company offers training and education for its employees to fully understand the related laws or ordinances and internal rules and regulations. It also instructs subsidiaries to establish their information management structure and disclosure procedures, respectively.