Basic Principles for Information Disclosure
In order to discharge its corporate social responsibility (CSR) and corporate governance, Lawson, Inc. (hereinafter "the Company"), pursuant to its internal regulation Basic Rules for Information Disclosure, has formulated the following Basic Principles for Information Disclosure (hereinafter "these Principles"), which have been posted on the Company's website (http://www.lawson.co.jp/index.html) to let the public know the Company's approach to information disclosure.
1. Basic Policy for Information Disclosure
Fully appreciating that timely and appropriate disclosure of corporate information constitutes a building block for sound capital markets and a groundwork upon which customers can utilize Lawson stores with ease of mind, the Company will work to disclose Important Information, as defined in paragraph (2) of the following Article, to capital market participants (investors, analysts and so forth) and media organizations in an appropriate, timely and fair manner, in conformity with relevant laws and ordinances including the Companies Act and the Financial Instruments and Exchange Act, and with stock exchanges' rules (hereinafter "the Rules"). In so doing, the Company aims to win even greater trust and to bring about an appropriate valuation of its business in the capital markets.
2. Purpose and Scope of Application
- (1) Purpose
These Principles lay down requirements and procedural basics for the information disclosure that is necessary in order to achieve the Basic Policy set forth in the preceding Article. These Principles are also an internal regulation of the Company. Additionally, they make publicly clear the modes of disclosure for capital market participants and media organizations.
- (2) Scope of Application
These Principles apply to all executives and staff (board members, company members, temporary employees, dispatched employees, and personnel with equivalent status) of the Company.
The following types of information (hereinafter "Important Information") are subject to these Principles:
- ①information for which disclosure is statutory, under the Companies Act or the Financial Instruments and Exchange Act;
- ②information on events and decisions for which timely disclosure is required by the Tokyo Stock Exchange (hereinafter "timely disclosure information"); and
- ③information that is disclosed concomitantly with statutory disclosure (annual reports, business reports, environmental reports and the like).
3. Basic Principles for Disclosure of Important Information
The Company will adhere to the following basic principles in disclosing Important Information.
- (1) Transparency and Accountability
The Company will strive for transparent disclosure that conforms to the facts, whether they are advantageous or disadvantageous to the Company, and will fulfill its accountability responsibilities consistently from start to finish.
- (2) Compliance with Relevant Laws, Regulations and Rules
The Company will satisfy the requirements of norms established on the general basis of the Financial Instruments and Exchange Act and related laws, regulations and ordinances, and of stock exchanges' disclosure rules and so forth.
- (3) Timely Disclosure
The Company will disclose information in a timely manner following the occurrence of facts that require disclosure.
- (4) Readily Understandable Disclosure
The Company will strive to disclose information in a readily understandable form, considering that it will be communicated to customers as well as to capital market participants.
- (5) Fairness
The Company will strive to have information disseminated in a fair manner to capital market participants.
- (6) Confidentiality
During the time before Important Information is appropriately and fairly disclosed, the Company will manage the information stringently and – except in cases where confidentiality is guaranteed through a specific non-disclosure agreement or the like – will prevent it from being leaked to non-concerned third parties (including executives and staff of the Company).
4. Action for Market Rumors, Etc.
- (1) Action for Market Rumors
The Company's basic policy is to refrain from commenting on market rumors. However, where it is judged that letting a rumor circulate could have serious impacts on capital market participants or the Company, or where a rumor is referred to the Company by a stock exchange or similar institution, appropriate external action will be taken.
- (2) Dealings with Third Parties
Where business dealings with a third party will potentially involve Important Information, the Company will have such third party make a prior agreement to obtain the Company's consent before disclosing any information that concerns the dealings in question.
5. Designation of "Silent Periods"
- (1) In order to ensure fairness and prevent leakage of earnings information, the Company designates the pre-earnings-announcement periods set forth below as "Silent Periods", during which the Company refrains from commenting on earnings forecasts. Even during such periods however, the Company will disclose any information that proves to be Important Information as defined by the Company – that is, information to which timely disclosure rules laid down by stock exchanges apply or information that might affect investors' investment decisions (for example, where an earnings forecast is found to diverge markedly from previous earnings estimates).
- (2) The Silent Periods for the Q2 and full-year earnings announcements run from 5 business days before the ending day of the earnings period concerned until the day of announcement. The Silent Periods for the Q1 and Q3 earnings announcements are the 10 business days before the day of announcement of the earnings concerned. These Silent Periods have been determined on the Company's own judgment, taking account of the current situation in the capital markets and the Company's internal schedule for calculation of earnings. These periods may be altered in response to changes in internal or external circumstances. If so, the alterations will be promptly notified on the Company's website.