Kawasaki Kisen Kaisha, Ltd. (“K” Line) supports the corporate principle that the company be trusted throughout the world and under this principle, we conduct our investor relations (IR) activities based on the fundamental directions outlined below in order that a clear understanding and fair evaluation of our company can be made by all of our stakeholders, including shareholders and investors.
1. Basic Policy on IR Activities
“K” Line’s fundamental approach to IR activities is the timely and appropriate disclosure of important facts concerning the company to all existing and potential shareholders and investors, in an accurate and clear, impartial and swift manner, with the aim of establishing a relationship of trust through accurate information disclosure.
2. Information Disclosure Standards
“K” Line discloses information in accordance with applicable laws and regulations such as the Financial Instruments and Exchange Act and the Timely Disclosure Rules set by the Tokyo Stock Exchange (TSE). We proactively disclose information that is deemed to be beneficial for the investment decisions of shareholders and investors, even where it does not fall under the Timely Disclosure Rules.
3. Information Disclosure Procedures
For information that falls under the Timely Disclosure Rules or which could have a material influence on the investment decisions of shareholders and investors, “K” Line complies with Timely Disclosure Rules by disclosing information through the TSE’s Timely Disclosure Network (TDnet). The information disclosed at TDnet is also posted on our website as quickly as possible. We disclose all other information as well by postings on our IR website, press releases, etc.
4. Notes for Future Prospects
The information transmitted by us as IR news may include information about future forecasts, plans and strategy, etc. That information is based on our future prospects and may include risk factors and elements of uncertainty. For further information, please refer to Business Risks for details which "K" LINE REPORT described.
5. Quiet Period
To prevent the leakage of material information of the company and ensure fairness, “K” Line has established the period two weeks prior to the day of the announcement each quarter as a Quiet Period. During this period, the company refrains from answering questions and will not respond to inquiries concerning, or comment on, its earnings results, for which we sincerely request your understanding and acceptance.
6. Enhaucing Communication
“K” Line seeks to enhance interactive communication with our shareholders and investors through briefing sessions and answering daily inquiries, etc. In order to gain further understanding of our company, we also try to enhance availability of IR information through our website, etc.
7. Basic Policy on Dialogue with Shareholders and Investors
(1) To achieve sustained growth and increased corporate value over the medium and long term, “K” Line considers
and executes measures that promote constructive dialogue with shareholders.
(2) The Executive Officer in charge of Corporate Sustainability, Environment Management, IR and Communication shall be responsible for overseeing
constructive dialogue between shareholders and investors with Corporate Sustainability, Environment Management, IR and Communication,
Corporate Planning, General Affairs, Finance, Accounting and Legal, and the relevant
departments in corporate shall ensure positive cooperation with each other and endeavor to enhance measures to
promote constructive dialogue.
(3) “K” Line seeks to enhance promoting our shareholders’ and investors’ understanding of our financial situation and
having dialogue with them through proactive disclosure and polite questions and answers in General Meeting of
Shareholders, regular briefing sessions, facility tours, brochures issued for shareholders and investors.
We also explain our business strategy, business description and financial results, etc. to institutional investors
through quarterly financial results briefings, briefings on our medium-term management plan and sessions held
by security companies, etc. In addition, we seek to enhance dialogue with them through small meetings for such
investors, conferences and overseas investors’ road show meetings, etc.
(4) As for shareholders’ and investors’ views and concerns which “K” Line has received through the above
opportunities, we shall compile them according to their respective importance as appropriate and report them
collectively to the Board of Directors, etc.
(5) ”K”Line appropriately controls insider information in accordance with internal rules for internal information
management and trader regulations.
8. Response to Fair Disclosure Rules
In response to the “Fair Disclosure Rules” specified in the Financial Instruments and Exchange Act and other related laws that came into force on April 1, 2018, “K” Line establishes the “Fair Disclosure Policy” as set out in the Attachment and uses it as guidelines for appropriate information disclosure.
Supplementary Provisions
(Effective Date)
The Policy is effective from June 19, 2018.
(Controlling Department)
The Policy is under the control of Corporate Sustainability, Environment Management, IR and Communication Group.
(Revision and Abolition Procedures)
Revisions and abolition of the Policy are subject to resolution of the Board of Directors meeting.
Established: February 10, 2010
Revised: June 19, 2018
Amended：April 1, 2022
(Attachment) Fair Disclosure Policy
1. About the Policy
(1) Scope of the Policy
The Policy specifies “K” Line’s policy for fair information disclosure to all recipients of information including investors specified by the Financial Instruments and Exchange Act and other related laws.
(2) Purpose of the Policy
The Policy specifies the basic principles for ensuring that all investors can fairly access material information pertaining to “K” Line. Furthermore, its purpose is to prescribe matters required for compliance with laws and regulations related to the disclosure of material information and fair disclosure, and also to specify the matters with which “K” Line’s directors, officers and employees should comply.
(3) Persons subject to the Policy
The Policy applies to all“K” Line’s directors, officers, and employees
2. Basic Stance and Philosophy on Fair Disclosure
“K” Line shall ensure fair information disclosure in accordance with the following principles.
(1) Prohibition of selective disclosure of material information, and publication of information that is deemed
to be beneficial
“K” Line will not selectively disclose material information under laws and regulations related to fair information disclosure to investors specified in the Financial Instruments and Exchange Act and other related laws. In addition, information that does not fall under the narrow definition of material information but is deemed to be beneficial for investors will in principle be published as far as circumstances permit.
(2) Simultaneous disclosure
“K” Line will disclose not only material information but also information that is deemed to be beneficial broadly for investors simultaneously to all investors as far as circumstances permit.
(3) Compliance with relevant laws and regulations
“K” Line will comply with the Financial Instruments and Exchange Act and other related laws and regulations, and generally established norms, such as disclosure rules of stock exchanges and the Japan Securities Dealers Association.
3. Methods of Disclosure
“K” Line will fairly disclose information through the following disclosure documents and acts of disclosure.
(1) Statutory disclosure:
“K” Line will disclose information in accordance with statutory disclosure methods.
(2) Timely disclosure:
“K” Line will disclose information in accordance with stock exchange rules.
(3) Voluntary disclosure:
(i) Voluntary disclosure of material information:
“K” Line will disclose information via the Timely Disclosure network (TDnet) provided by the Tokyo Stock Exchange and the company’s website.
(ii) Voluntary disclosure of information other than material information:
“K” Line will disclose information via the company’s website.
4. Internal Systems Related to Fair Disclosure
The President, directors, officers and employees responsible for IR operations, such as the Executive Officer in charge of the Company’s IR , are designated as spokespersons for communication with investors to ensure fair disclosure. To ensure consistency of disclosure content and avoid selective disclosure, directors, officers and employees other than those responsible for IR operations will not communicate with investors in principle, but in the event that they do, it shall be within the extent permitted by spokespersons.
5. Scope of Material Information
Important nonpublic information pertaining to “K” Line’s management, operations or property as specified in the Financial Instruments and Exchange Act and other related laws, which has a significant impact on the investment decisions of investors, is deemed to be material information.
Specifically, information subject to insider trading regulations, all finalized financial information prior to publication, and information requiring timely disclosure under the rules of the Tokyo Stock Exchange that is not subject to application of criteria for regarding facts as minor and that has not yet been disclosed pursuant to said provisions are managed as material information.
6. Proactive Disclosure
Information that is not included in material information under “K” Line’s definition but is deemed to be broadly beneficial to investors will be disclosed to as many investors as possible via financial results briefings for analysts, small meetings, facility tours, business briefings, briefings for individual investors, briefings on medium-term management plans and the company’s website.
7. Selective Disclosure of Material Information
“K” Line may selectively disclose material information in accordance with the relevant laws and regulations in the following cases:
(1) When it is difficult to publish material information simultaneously with its communication
(i) When material information is related to either of the following acts performed or to be performed
by “K” Line, and publication of the material information may cause a severe impediment to said act:
- Absorption-type merger
- Consolidation-type merger
- Absorption-type company split
- Incorporation-type company split implemented by two or more stock companies or limited liability companies
- Share exchange
- Share transfer
- Acts provided for in Article 467, Paragraph (1) of the Companies Act
- Tender offer
- Capital or business alliance
(ii) When material information is related to the offering or sale of “K” Line-issued securities provided
for in Article 2, Paragraph (1), Item (v), Item (vii), Item (ix) or Item (xi) of the Financial
Instruments and Exchange Act or similar acts, and publication of the material information
may cause a severe impediment to said act.
(2) When the recipient of selective disclosure has both of the following obligations pursuant to laws
and regulations or a contract, and selective disclosure is necessary or unavoidable for business reasons:
- The obligation not to divulge secrets concerning material information to others
- The obligation not to perform trading of “K” Line’s listed securities and other similar securities
However, in cases where material information was not published due to the two criteria above being satisfied, “K” Line shall promptly publish the material information when it learns that a trading party that has obtained said material information has divulged secrets related to said material information to another trading party or has performed trading of listed securities and other similar securities of the listed company in violation of laws and regulations or the contract prior to the publication of said material information. However, this shall not apply in cases where said material information cannot be published for unavoidable reasons or in cases otherwise specified by Cabinet Office Ordinance.
8. Handling of Unintended Selective Disclosure of Material Information
In cases where information is not known to be material information at the time the information was communicated, and in cases where it was not known that the recipient of said communication was subject to prohibition of selective disclosure of material information, “K” Line shall promptly publish the material information once it is learned that said communication took place. Publication shall be via timely disclosure or “K” Line’s website.
In addition, a director or officer or employee of “K” Line who has learned of circumstances in which selective disclosure of material information is suspected shall promptly report to the President, members of Management Conference and the Executive Officers in charge of the relevant divisions.
