The Konica Minolta Group (the “Group”) has adopted principles relating to the disclosure of corporate information in accordance with the Group Charter of Corporate Behavior, which applies to the Group and all of its employees. It has also established information disclosure controls and procedures and takes measures to ensure that all employees are thoroughly familiar with them to ensure prompt, accurate, and impartial disclosures of material information concerning Konica Minolta, Inc. (the “Company”) and its consolidated subsidiaries.
Purposes of Information Disclosure and Implementing Bodies
The Company discloses information to ensure prompt, accurate and impartial disclosures in accordance with the Financial Instruments and Exchange Act, the Companies Act, and government ordinances, ministerial ordinances, Cabinet Office ordinances, regulations, and guidelines established in accordance with those laws as well as the regulations, standards, and formats specified by the Tokyo Stock Exchange and other securities exchanges on which the Company’s shares are traded (collectively referred to as “Applicable Laws and Regulations”).
When making disclosures, the Corporate Information Disclosure Committee, an internal body under the direct authority of the president, performs centralized management and oversight of, and makes decisions concerning, disclosures of corporate information concerning the Company and its consolidated subsidiaries. In principle, the director responsible for Accounting and Finance is appointed chairperson of the Committee, and the Committee is administered by an administrative office made up of the heads of the Accounting, Communications, Corporate Strategy, Legal and General Affairs Divisions, Secretarial Department, and Board of Directors Office and managers from the Accounting, Communications, Investor Relations, Corporate Strategy, and Legal and General Affairs Divisions. In addition, managers and personnel from the Accounting Division and Board of Directors Office who are well-acquainted with the Applicable Laws and Regulations and compliance matters serve as support personnel of the administrative office.
Definition of Material Information
The scope of disclosures by the Corporate Information Disclosure Committee is all material external disclosures relating to the Group and includes the following.
- Securities reports, quarterly reports, and extraordinary reports whose submission is required by the Financial Instrument and Exchange Act and revised versions of those reports.
- Business reports and financial statements whose preparation is required by the Companies Act.
- Summaries of financial statements whose disclosure is required by securities exchanges and other material corporate information.
- Major incidents involving impropriety and material events relating to the environment, safety, or quality.
- Periodical publications (including electronic disclosure and distribution) that the Group distributes in large numbers (shareholder notices, corporate profiles, CSR reports, intellectual property reports, technology reports, etc.).
Identification, Collection and Management of Material Information
To promptly, accurately, and adequately identify material information relating to the Group, the Company’s Corporate Information Disclosure Committee and members of its administrative office implement the following measures with respect to the Company and each Group company.
- Inform employees and conduct training concerning information subject to timely disclosure (decisions made, occurrences, and financial settlement information).
- Appoint personnel to information disclosure positions at major companies of the Group to establish communications routes with the Company’s Corporate Information Disclosure Committee at regular times and during emergencies and to comprehensively identify and gather information concerning decisions and incidents within the Group.
- Grant authority to the Company’s Corporate Information Disclosure Committee administrative office personnel and establish systems concerning advance access to Group documents and notices relating to internal decisions such as circulating memos and management council agendas.
- Establish communications routes with other Group committees (such as the Risk Management Committee and the Compliance Committee) for periodic communications and during emergencies to ensure timely and accurate responses during emergencies.
Financial information relating to the Company and the Group (financial settlement information as well as forecasts for making projections of financial results) is regularly collected, identified, and managed by the Company’s Accounting Division.
- Specify internal procedures relating to the preparation, proofreading, and distribution of ongoing disclosure documents. Such procedures are managed by the Corporate Information Disclosure Committee and its administrative office personnel.
- Submit certificates addressed to the President and CEO to the effect that corporate materials, data, information, and the like prepared by directors in their areas of responsibility are accurate and comprehensive.
- When necessary, consult with and obtain feedback from certified public accountants and outside attorneys concerning all aspects of implementation concerning information disclosure controls and procedures.
Analysis Decisions and Release of Material Information
To ensure that material information relating to the Group is promptly, accurately, and impartially released in accordance with Applicable Laws and Regulations, the members of the Corporate Information Disclosure Committee and personnel of its administrative office comply with the following matters and cause information disclosure personnel at major Group companies to comply.
- Comply with Applicable Laws and Regulations in all aspects of implementation concerning information disclosure controls and procedures, and if there are any doubts concerning compliance, immediately consult with an attorney or other professional and comply with the opinion obtained.
- Inspect and review the content and format of disclosures of corporate information.
- Ensure immediate and simultaneous disclosures of corporate information.
- In addition to the disclosures required by Applicable Laws and Regulations, make voluntary disclosures when necessary and appropriate.
To prevent leaks of material information and ensure fairness, the period from the day after each quarterly settlement date to the following quarterly settlement date is in principle set as an IR quiet period. During this period, the Company does not, as a general rule, release financial information, accept related comments, or respond to related questions.
This does not apply to inquiries relating to information that was previously disclosed.
Assessment and Review of Information Disclosure Controls and Procedures
The Company assesses and re-examines information disclosure controls and procedures once each year.
When necessary, controls and procedures are modified or revised with the approval of the President and CEO.
Audits of Information Disclosure Controls and Procedures
The Corporate Audit Division also performs audits based on The Corporate Information Disclosure Committee Rules concerning the operations of the Corporate Information Disclosure Committee and its secretariat, along with the conditions for execution of information disclosure controls and procedures.
Positioning on the Company’s website
An investor relations (IR) section has been created on the Company’s website in order to provide clear explanations specifically for investors and to distribute IR information in a timely and fair manner from the perspective of fair disclosure with the aim of gaining further understanding and trust. Following the disclosure of information, the Company will endeavor to disclose the information on its website as quickly as possible. However, please understand that disclosure may be delayed due to problems with information and telecommunications technology or other such impediments, and that there may be times that information is not disclosed in its entirety.
In addition, projections of financial results and forecasts in disclosures are determined by the Company based on business circumstances at the time and actual results may differ depending on future business circumstances.