Disclosure Policy of NIPPON GAS Co., Ltd.
June 24, 2021
I. Basic Policy
The Company shall disclose information in accordance with the Companies Act, the Financial Instruments and Exchange Act, stock exchange regulations and other related laws (hereinafter collectively referred to as the "Timely Disclosure Rules") in order to provide all stakeholders, including shareholders and investors, with timely and fair information on the Company's management and business activities.
The Company will also proactively disclose information that does not fall under the scope of the Timely Disclosure Rules, including non-financial information, such as management strategies, capital policies, and ESG strategies, as long as it is deemed valuable information to our stakeholders.
II. Information disclosure
1. Important information
1) Disclosure required by stock exchanges (timely disclosure)
- Information regarding decisions and occurrences required by stock exchanges for timely disclosure
- Corporate governance report, independent directors report, etc.
2) Disclosure in accordance with the Companies Act
- Business reports, financial statements, consolidated financial statements and supplementary schedules, etc.
3) Disclosure in accordance with the Financial Instruments and Exchange Act
- Securities reports, quarterly reports, internal control reports, extraordinary reports, etc.
2. Other information
Non-financial information, including business strategy, capital policy approach, governance, and social and environmental issues (so-called ESG factors), which are linked to the Company’s medium and long term growth, is disclosed to stakeholders in an intelligible manner through financial results supplemental disclosures references, shareholder newsletters, integrated reports, news releases, and the Company’s websites.
III. Disclosure methods
1. Timely disclosure to stock exchanges
1) Timely disclosure structure
The Company has an “Information Disclosure Committee” that defines the authority and functions related to the corporate group’s management details and business activities to ensure fair and timely disclosure.
2) Method of timely disclosure
The Company will disclose information on the Timely Disclosure Network (TDnet) provided by the stock exchanges, and promptly post it on the Company’s website when required by the Timely Disclosure Rules. The Company will also voluntarily disclose information in accordance with the purpose of timely disclosure even when it is not required by the Timely Disclosure Rules.
2. Non-timely disclosure
Regarding information disclosure other than timely disclosure, the Company shall establish a responsible department and disclose information with the approval of the department.
2) Disclosure control and other matters
The responsible department manages and operates an internal approval process regarding each information disclosure in addition to preparing disclosure documents and verifying laws and regulations for revisions.
IV. Handling disclosure materials
The Company’s business forecasts, strategies and other disclosure materials that are not historical facts are based on executive judgment from information available at the time. Please do not solely rely on these business forecasts. Actual performances may differ materially from the prospects due to a variety of important factors. Important factors that may affect the Company’s performance include weather, natural disasters, economic climates, and especially the ability to continue to plan and develop new services in an intensely competitive market environment characterized by general consumption trends. Factors affecting business performance are not limited to the above.
V. Response to the spread of rumors
As a general rule, the Company refrains from responding to inquiries regarding speculative press articles or market rumors about the Company. However, if it is determined that leaving such information unattended could have a serious impact on the Company, the cause of the problem will be promptly identified and appropriate action will be taken as needed.
VI. Quiet period
In order to prevent the leakage of financial information and to ensure fairness in the disclosure of information, the Company designates the period from one week prior to the end of each quarter through to the announcement day of the financial results as the quiet period and will refrain from commenting on or answering questions about financial results as a general rule. However, material information requiring timely disclosure under the Timely Disclosure Rules, such as revisions to earnings forecasts and dividends forecasts, will not be subject to such restrictions during the quiet period.
VII. Compliance with internal rules regarding information disclosure
In order to realize this policy, the Company has enacted "Information Disclosure Regulations", which stipulate operations and procedures related to information disclosure, and "Insider Trading Management Regulations", which stipulate matters related to the prevention of insider trading, and ensures that all officers and employees of the corporate group strictly follow these regulations regarding the appropriate handling of information disclosure.