Chapter 1. General Rule
Article 1 (Introduction)
ASICS Corporation (hereinafter referred to as “ASICS”) hereby presents the policy for disclosure (hereinafter referred to as “Policy”).
This Policy has been developed based on ASICS SPIRIT, ASICS CSR Policy and ASICS Global Code of Conduct.
ASICS Group (hereinafter defined) will disclose its decisions, business activities, financial data and other relevant information to stakeholders. ASICS Group will disclose that information in an appropriate, clear and accurate manner.
As a listed company, ASICS shall make efforts to carry out such faithful execution of business as strengthening prompt, accurate and fair disclosure of corporate information at all times from the viewpoint of investors with full recognition that timely and appropriate disclosure of corporate information to investors is the basis of a sound market for financial instruments.
Based on the above, this Policy aims to disseminate the rules for management and disclosure of information including Material Information (hereinafter defined).
This Policy should be considered as complementary to applicable laws and regulations including the Financial Instruments and Exchange Act in Japan and the applicable stock exchange rules in place. In case of conflict between this Policy and the local policies, this Policy shall prevail unless the local laws or regulations are in conflict with this Policy.
ASICS operates a zero tolerance approach to inappropriate disclosure of information, in any way or form and wherever in the world.
Article 2 (Definition)
1. “Subsidiaries” means the companies listed as group companies on ASICS’ latest Securities Registration Statement, Annual Securities Report or Quarterly Securities Report made available for public inspection.
ASICS and its Subsidiaries are collectively referred to as “ASICS Group”.
2. “Material Information” means:
(a) information of ASICS Group listed in the Appendix A,
(b) information that ASICS is obliged to disclose in a timely manner in accordance with the rules of the stock exchange on which ASICS is listed regarding timely disclosure of company information, and
(c) information that might greatly affect ASICS’ share value.
3. “Release” used with reference to Material Information means any of the following cases:
(a) Twelve (12) hours have passed since ASICS has disclosed any Material Information to more than one media organization;
(b) Material Information notified by ASICS to the stock exchange on which ASICS is listed has been made public on the website of the stock exchange; or
(c) Any Securities Registration Statement, Securities Report, Shelf Registration Statement, Shelf Registration Supplement, Quarterly Report or Extraordinary Report, or attachment or written correction to any thereof that contains any Material Information has been made available for public inspection.
4. “Officer” and “Employee” mean as follows and are collectively called as “Officer/Employee”.
(a) Officer means a member of the board, an auditor, and/or an executive officer of ASICS Group.
(b) Employee means a worker engaged in the operations of ASICS Group, including an advisor, a senior advisor and a dispatched employee of ASICS Group.
5. “Former Officers/Employees” means people who left the position of Officers/Employees and for whom one (1) year has not yet elapsed from their resignation.
6. “Share Certificate” means any share certificate, share option certificate, certificate for a bond with a share option, straight bond certificate, preferred equity securities certificate (including securities, certificates and depository receipts issued by a foreign juridical person and having the same nature) or other similar certificate that falls under the scope of the “specified securities” defined in Article 163 of Financial Instruments and Exchange Act in Japan.
7. “Trading” means purchase or sale, other transfer or receipt for value, securities index futures trading, securities options trading, securities futures trading in the foreign market or over-the-counter securities derivative trading. “Trading” includes not only Trading conducted by Officer/Employee under his/her name, but also Trading conducted by Officer/Employee on his/her own account under any name, whether it be the name of a family member of him/her, his/her friend or any other person.
CHAPTER 2. MANAGEMENT AND DISCLOSURE OF INFORMATION
Article 3 (Disclosure Committee)
1. Board of Directors of ASICS has established Disclosure Committee (hereinafter referred to as “Disclosure Committee”) as a subsidiary organization of Risk Management Committee, to sufficiently control and protect information of ASICS Group.
Disclosure Committee consists of:
(a) Disclosure Officer (hereinafter defined);(b) Director in charge of Global Accounting and Finance Division at ASICS;(c) Director in charge of Corporate Strategy Department at ASICS;(d) Senior General Manager of Global Legal & Compliance Division at ASICS; and(e) General Manager in charge of Public Relations and Corporate Communications at ASICS.Disclosure Officer acts as chair of Disclosure Committee.
2. Responsibilities and authorities of Disclosure Committee are as follows:
(1) Information Disclosure in general
(a) To develop group-wide strategies on information disclosure;
(b) To decide on what information should be disclosed, and the timing and method of such disclosure; and
(c) When it deems necessary, to request Officer/Employee to enter into a confidentiality agreement.
(2) Matters related to Material Information
(a) To decide whether information that arises at ASICS Group is Material Information;
(b) To decide whether disclosure of Material Information is appropriate and, depending on the level of urgency, to request either of the following in order to approve that decision. Furthermore, to report to Risk Management Committee after the decision has been made in case of necessary,
(i) Executive Board and Board of Directors of ASICS; or
(ii) President and CEO, Representative Director of ASICS.
(b) When the disclosure of Material Information is approved, to discuss and determine the date, method and the person in charge of disclosure with President and CEO, Representative Director of ASICS;
(c) To make sure that all Material Information is accurate and kept confidential; and
(d) To make sure that everything is operated in accordance with this Policy.
(3) Guidance and Advice
To provide guidance and advice on handling of Material Information and on other related matters to Officers/Employees and Information Managers (hereinafter defined).
(4) Receiving a Report
To receive a report of Trading of ASICS’ Share Certificates by Officers/Employees.
(5) Proposal of the revision and/or abolition of this Policy
To propose the necessity of revision and/or abolition of this Policy.
3. Disclosure Committee shall require the attendance of a majority of its members and resolutions shall be adopted by majority vote of attending members. Disclosure Officer shall be in part of majority of the attending members.
Disclosure Committee shall be held as often as necessity requires and any of the members may convene a meeting of Disclosure Committee.
Disclosure Committee may seek advice from an appropriate person who is inside or outside ASICS Group when necessary.
Disclosure Officer shall report the resolutions to Risk Management Committee on behalf of Disclosure Committee in case of necessary. Disclosure Officer shall report significant matters that require prompt report to Board of Directors of ASICS as prescribed by ASICS Board of Directors Policy before waiting a meeting of Risk Management Committee.
Disclosure Officer may appoint persons to support Disclosure Committee from any of Global Legal & Compliance Division, Global Accounting and Finance Division, Corporate Strategy Department and/or Public Relations and Corporate Communications Department at ASICS.
Article 4 (Spokespersons)
The following persons are authorized to speak on behalf of ASICS Group, make public statements on behalf of ASICS Group or otherwise communicate with investors, shareholders, customers, the media, the rating agencies or likewise.
(a) Representative Directors of ASICS;
(b) Disclosure Officer;
(c) Director in charge of Global Accounting and Finance Division at ASICS:
(d) Director in charge of Corporate Strategy Department at ASICS;
(e) General Manager of Public Relations and Corporate Communications Department at ASICS; and
(f) Other persons designated by anyone among the persons above (from (a) to (e)).No other person has the authority to speak on behalf of ASICS Group or make any public statement on behalf of ASICS Group.
Article 5 (Disclosure Officer)
The position of Disclosure Officer shall be assumed by the director in charge of Global Legal & Compliance Division at ASICS. If he/she cannot be present due to circumstances beyond his/her control, the director in charge of Global Accounting and Finance Division at ASICS shall assume the position of Disclosure Officer.
Disclosure Officer’s responsibilities and authorities are as follows:
(a) In case of non-important information and matters of urgency, Disclosure Officer may, without holding a meeting of Disclosure Committee, exercise the authority on behalf of Disclosure Committee by himself/herself with respect to Article 3, Paragraph2(2)(Matters related to Material Information). In this case, Disclosure Officer shall inform Disclosure Committee of his/her decision after he/she made a decision;
(b) Notwithstanding (a) above, when Disclosure Officer deems necessary, he/she convenes a meeting of Disclosure Committee and the necessary decisions are made by the resolution of Disclosure Committee;
(c) If the disclosure of Material Information is approved by President and CEO, Representative Director of ASICS without the resolution of Board of Directors of ASICS, Disclosure Officer shall report it to Board of Directors of ASICS; and
(d) To notify relevant Officers/Employees and Information Managers of Release of Material Information or of the decision whether some information falls within Material information or not.
Article 6 (Information Manager)
1. The position of Information Manager shall be assumed by Senior General Manager of each department of ASICS and by President (he/she who represents Subsidiary) of each Subsidiary.
President of each Subsidiary may appoint a person who assumes the position of Information Manager, provided, however, such President remains responsible.
2. Every Information Manager shall perform the following duties in cooperation with Disclosure Officer in accordance with the instructions of Disclosure Committee:
(a) To report to Disclosure Officer Material Information or information that may be Material Information that arises at the department or Subsidiary;(b) To make sure that the department or Subsidiary will appropriately file/store all Material Information;(c) To give guidance and advice on handling of Material Information to Officers/Employees of the department or Subsidiary; and(d) To communicate messages of Disclosure Officer to Officers/Employees.
Article 7 (Report of Material Information)
1. (1) If an Employee comes to know any Material Information that is yet to be Released or any information hereof that may be Material Information in the course of his/her duties, Employee shall report such information to his/her Information Manager.
(2) If an Officer comes to know any Material Information that is yet to be Released or any information thereof that may be Material Information in the course of his/her duties, Officer shall report such information to Disclosure Officer.
2. If Information Manager comes to know any Material Information that is yet to be Released or any information thereof that may be Material Information, he/she shall immediately report such information and the names of Officers/Employees concerned directly to Disclosure Officer.
CHAPTER 3. DISCLOSURE METHOD
Section 1 Disclosure of Material Information
Article 8 (Timely Disclosure of Material Information)
1. When disclosure of any Material Information is decided in accordance with Article 3 (Disclosure Committee) or Article 5 (Disclosure Officer), such Material Information shall be timely disclosed in accordance with the applicable stock exchange rules. .
2. After the timely disclosure of Material Information in accordance with the preceding paragraph, such Material Information shall be posted on ASICS’ website.
Section 2 Other Disclosure
Article 9 (Disclosure Required by Laws and Regulations etc.)
ASICS shall prepare and disclose the documents required to do so in accordance to applicable laws, regulations and stock exchange rules. Such documents include;
(a) Articles of Corporation;(b) Notice of Calling of Shareholders’ Meeting;(c) Business Report, Consolidated Financial Statement, Financial Statement, Audit Report, Reference Document for Shareholders’ Meeting(d) Annual Securities Reports, Quarterly Securities Reports and Extraordinary Reports;(e) Internal Control Reports;(f) Earnings Reports;(g) Reports on Corporate Governance Survey; and(h) Notifications of Independency of Officers
Article 10 (Voluntary Disclosure)
1. ASICS discloses Annual Report on its website to enable stakeholders to easily obtain ASICS Group’s information about financial status, corporate information and other major topics.
2. ASICS discloses the English translation of Earnings Reports by submitting it to the stock exchange on which ASICS is listed and on ASICS’ website to enable stakeholders to easily obtain ASICS Group’s information about financial status and corporate information.
3. ASICS discloses CSR Sustainability Report on its website to enable stakeholders to easily obtain ASICS’ information about its commitment toward CSR.
Article 11 (Silent Period)
ASICS Group does not respond to any inquiries regarding financial result and other related matters for the period from the day after the closing day of the fiscal year to the day of public announcement of the financial result. However, in case the financial result forecast is anticipated to be greatly revised during the period stated above, ASICS will disclose that in accordance with the rules of the stock exchange on which ASICS is listed regarding timely disclosure of company information.
Article 12 (Response to Information from Third Parties)
ASICS Group does not comment on information (including evaluation and financial result forecast of ASICS Group) from third parties.
However, when ASICS considers that the information is obviously against the facts and will significantly affect the market, it may publish correct information.
Article 13 (Disclaimer)
ASICS Group hereby clearly states the following point:
The information regarding financial result forecast and other future forecast is only a forecast based on the information ASICS Group has obtained up to the time of disclosure. Consequently, the disclosed information includes potential risk and uncertainty.
CHAPTER 4. IMPROPER DISCLOSURE OF MATERIAL INFORMATION
Article 14 (Prohibition of Improper Disclosure of Material Information)
1. In order to ensure compliance with the applicable laws, regulations and stock exchange rules, ASICS has the sole authority in respect of Release of Material Information. Therefore, Subsidiaries are not permitted to release Material Information until ASICS Releases it.
2. If Officer/Employee comes to know any Material Information that is yet to be Released or any information thereof that may be Material Information in the course of his/her duties, Officer/Employee shall not share such Material Information or information with any Officer/Employee or third parties without the permission of Disclosure Officer.
3. Former Officers/Employees are obliged to comply with the provision in the preceding paragraph.
CHAPTER 5. MISCELLANEOUS
Article 15 (Scope)
This Policy applies to ASICS Group.
Article 16 (Consequences of Violations)
The consequences of violation of this Policy will depend upon the facts of each situation and may lead to disciplinary action against Employees and pursuit of liability of Officers based on Corporate Law or other applicable laws.
Article 17(Education and Training)
To achieve the purposes of this Policy, ASICS Group shall, in accordance with the instruction of Disclosure Committee, provide continuous education and training to Officers/Employees so that that they can fully understand the purposes and details of this Policy.
Article 18 (Audit)
Internal Audit Department at ASICS shall audit the internal system for timely disclosure to check its appropriateness and effectiveness and shall report audit results and suggestions for improvement to President and CEO, Representative Director of ASICS.
Article 19 (Administrator)
General Manager of Legal Department at ASICS administers this Policy.
Article 20 (Revision and Abolition)
Board of Directors of ASICS shall resolve revision and abolition of this Policy.