In order to provide shareholders and investors with a common ground for corporate value assessment, and thereby enhance managerial accountability and transparency, we seek to ensure timely and fair disclosure of relevant corporate information.
All employees and board members of Nidec (and its subsidiaries) are committed to strict compliance with this Disclosure Policy.
Basic Stance for Information Disclosure
Aside from the publication of material information mandatory under the disclosure rules set forth in applicable laws and regulations of the countries in which, and listing standards of the exchanges on which, our securities (stock/bond) are traded, we seek to voluntarily publish general corporate information which we deem as beneficial to raising investors' awareness of our activities.
Under applicable disclosure rules and regulations, information on our management, operations and performance which might reasonably be expected to affect investors' decisions is considered material information. Material information may include corporate events and actions such as:
◊ Issuance of new stock and secondary offerings;
◊ Significant financial data (earnings and losses);
◊ Changes in the nature of our business
We are subject to listing and disclosure requirements provided by the Tokyo Stock Exchange of Japan. Material information is disclosed via the Timely Disclosure Network of the Tokyo Stock Exchange as well as the major news agencies in Japan and overseas. In principle, all material information disclosed by such means is immediately posted on our corporate website. If, by means other than this, such material information is inadvertently disclosed to a limited number of outsiders, we seek to make disclosure of such information as soon as possible thereafter according to the aforementioned procedures.
In addition to strict adherence to regulatory disclosure requirements regarding material information, we attach importance to the voluntary disclosure of non-material company information and, to the greatest practicable extent, use our website to provide fair and broad access to certain types of corporate events exclusively held for market analysts and financial experts (e.g. quarterly analyst meetings; overseas investor conference calls).
Our corporate website represents a part but not the whole of such non-material information and, from time to time, may use wording that is similar, but not identical, to the wording used in our statements disclosed elsewhere, although the content it represents may be the same.
From the perspective of fair disclosure of financial information, we set a quiet period after each fiscal quarter, during which we refrain from commenting on our financial and business conditions. The quiet period typically runs from the close of each fiscal quarter through the date immediately preceding the date of our quarterly results announcement. In the event that the actual results for a given fiscal period are expected to substantially differ from our prior forecasts, we may disclose such information as material information even during the quiet period.
We will, from time to time, provide forward-looking statements that are based on our current expectations, assumptions, estimates and projections about our business, industry and capital markets around the world. These forward-looking statements are subject to various risks and uncertainties. These statements discuss future expectations, identify strategies, contain projections of the results of operations or of financial conditions, or state other forward-looking information. Uncertainties and other factors could cause the actual results differ materially from those contained in any forward-looking statement.
A forward-looking statement made in our disclosures will often be accompanied by cautionary language that warns investors that there is a risk the statement could change materially. Nevertheless, all such forward-looking statements are subject to such risks, regardless of whether they are accompanied by cautionary language.
Internal System for Timely Information Disclosure
Nidec stipulates specific disclosure methods and procedures in its Disclosure Procedure Management Regulations and Internal Regulations for Preventing Insider Trading for all Nidec group companies in order to conduct fair and appropriate disclosure in a timely manner.
- 1.When an important decision that is believed to be the type of information that should be disclosed in a timely manner is made, or when a fact of the same type occurs, the president and the department leaders of the business base who have obtained the information immediately report it to the information management officer (the officer in charge of supervising Nidec's Public Relations & Advertising Department).
- 2.The information disclosure deliberation committee headed by the officer in charge of supervising Nidec's Investor Relations deliberates whether or not the information needs to be disclosed in a timely manner, when to disclose the information, what to disclose and how to disclose it. The information management officer makes the final decision.
- 3.The information management secretariat (Nidec's Public Relations & Advertising Department) discloses the information based on thorough information management to secure fair disclosure of information and prevent insider trading. When information that should be disclosed in a timely manner pertains to a subsidiary, the subsidiary's department in charge discloses the information based on instructions by Nidec's Public Relations & Advertising Department.