Policy for Constructive Dialogue with Shareholders and Investors

    Table of contents

    1. IR Basic Principles

    Our basic policies for investor relations activities are threefold: "Timely, appropriate and fair disclosure of information," "Building long-term relationships of trust through constructive dialogue with shareholders and investors," and "Working together with shareholders and investors to increase corporate value."
    We view IR activities as an essential approach to increasing corporate value. By disclosing information, we promote dialogue with shareholders and investors. Through such dialogue we bring to light the issues facing our company, which we then reflect in management and strive to maximize our corporate value by engaging in a cycle of disclosure.

    Diagram of IR Basic Principles

    2. Structure for dialogue

    We have established a section responsible for IR in the strategic finance department. IR activities are overseen by the member of the Board of Directors and the Executive Vice President, who is also the director of the corporate unit. Dialogue with shareholders and investors is facilitated by the President, Members of the Board of Directors, Vice Presidents, or the IR section, according to the purpose of the dialogue.
    In order to promote constructive dialogue, the IR section coordinates with the management strategy division and each business division, as well as the division responsible for public relations, the sustainability promotion division, the general administration division, etc. to collect and disseminate necessary information.

    3. IR Activities

    Activity FY2022 results Details
    Financial Results 4 times Held quarterly for analysts and institutional investors, with the participation of the President and the Officer in charge of IR to explain the financial results.
    Earnings Release Conferences 1 time An event for analysts and institutional investors at which the President directly explains medium- to long-term business opportunities, our management strategy, and other information. The President, and the Chief Financial Officer (concurrently the Officer in charge of IR) and business managers, also participate as speakers.
    ESG Meeting 1 time An event for analysts and institutional investors to present our sustainability initiatives, with the participation of the President and the Officer in charge of IR, as well as the Officer who oversees ESG, as speakers.
    Individual meetings with analysts and institutional investors 535 times Online and other forms of meetings available as needed.
    Individual dialogue with persons exercising voting rights of institutional investors, and others 8 times Regularly held as part of our shareholder relations program.
    Seminar for Individual Investors 0 times Seminars for individual investors, including in online format.
    *To be held in March 2024
    Shareholders’ Meetings 1 time Held to report important matters on the company to the shareholders for their resolution. We hold an Ordinary General Meeting of Shareholders in late June of each year.
    Report for Shareholders 2 times Issued twice a year to provide shareholders with information on our business performance and management policies.
    Information dissemination on our website - Our website provides useful information for shareholders and investors, including IR materials, integrated reports, and videos of financial results briefings. Financial statements and related materials are disclosed in both Japanese and English simultaneously based on the fair disclosure rules.

    4. Dialogue results

    Graph of Dialogue results (no. of events)
    • Figures are for the period from April 1 to March 31 of each year.
    • "Sessions by management" refer to sessions attended by Vice President or above, including the President.

    (No. of events)

      FY2020 FY2021 FY2022
    President 11 13 13
    Officer in charge of IR 53 33 23
    Other officers 8 8 7
    • If more than one officer attended a meeting, the number of times is counted for each officer.
    Graph of Dialogue results (total of companies)
    • Figures are for the period from April 1 to March 31 of each year.
    • "Sessions by management" refer to sessions attended by Vice President or above, including the President.

    (No. of companies)

      FY2020 FY2021 FY2022
    President 39 54 65
    Officer in charge of IR 131 148 69
    Other officers 20 18 16
    • If more than one officer attended a meeting, the number of companies is counted for each officer.

    5. Dialogue themes and feedback within the company

    Main dialogue themes

    Business performance
    • Demand forecast by end-market
    • Product price trends
    • Assumptions and perspectives for earnings forecasts
    Management strategy
    • Worldview and technology trends in 2030
    • Growth strategy toward 2030
    • Progress of mid-term direction
    • Portfolio management
    • M&A approach
    Business strategy
    • Competitive environment and growth strategy for components (layer-1)
    • Growth strategy for devices and modules (layer-2)
    • Future prospects for technologies acquired through M&A
    • New business (layer-3)
    ESG/Sustainability
    • Climate change initiatives (including Scope 3 initiatives)
    • Environmental contribution through products
    • Women's empowerment initiatives
    • Approach to human rights
    • Corporate governance
    Financial strategy
    • Capital allocation policy
    • Shareholder return policy (including the concept of share buyback)

    Feedback within the company

    Opinions and questions that we receive from shareholders and investors are reported at Board of Directors meetings and management meetings, and are also widely shared with relevant departments within the company to help improve our management and IR activities.

    Activity Frequency Target
    Reporting at Board of Directors meetings Once a year Director
    Reporting at management meetings
    • Four times a year
    • After financial closing
    • Vice Presidents including the President
    • Attendees at management meetings
    Release of IR reports - reports on stock price trends, investor interests and concerns, frequently asked questions, and other information. Activity reports are also released once a year. Five times a year
    • Officers, Board Members (including outside directors)
    • General managers of business divisions
    • Presidents of affiliated companies
    • Relevant departments
    Release of minutes of financial results briefings Four times a year
    • Board members and officers
    • All employees
    • Information sharing meetings with relevant departments
    • Enhancement of cooperation with the management strategy division
    		 Held quarterly Business divisions and sales departments
    Internal IR briefings Held irregularly All offices of the Group
    Others (IR-related) Whenever necessary Timely reports on shareholder composition, trends in shareholdings by institutional investors or others, rating changes, and other information as needed

    Matters incorporated into corporate activities based on dialogue

    Improvement of financial results briefing materials Detailed disclosure on the recognition of business environment and environmental changes that formed the assumptions for earnings forecasts in the financial results presentation materials, in response to comments that these assumptions were difficult to understand.
    Enhancement of IR briefings In response to requests from investors, the following events were held.
    • Our first ESG briefing in March 2023.
    • Tour of the Minato MIRAI Innovation Center to deepen understanding of our technology and new business initiatives
    Disclosure of Capital allocation policy Briefing on the capital allocation policy under the 2024 mid-term direction, aimed at deepening dialogue with shareholders and investors on our management strategy
    Dialogue with outside directors on capital markets Opportunities for dialogue arranged at ESG briefings
    Enhancement of IR for individual investors Seminars for individual investors to be held
    Disclosure on corporate governance
    • Disclosure of major discussions at Board of Directors meetings and Nomination and Remuneration Advisory Committee meetings
    • Disclosure of reasons for selection of skills in the Board members' skill matrix
    • Disclosure of shareholding guidelines

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