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Governance

Corporate Disclosure Policy

Established on 2005.04.25
Amended on 2006.04.01
Amended on 2007.04.01
Amended on 2008.04.01
Amended on 2009.04.01
Amended on 2010.04.01
Amended on 2011.04.28
Amended on 2011.07.25
Amended on 2013.04.01


1.Intent

This policy stipulates the basic principles and procedures of disclosure of Mitsui & Co., Ltd. ("Mitsui") in order to develop and maintain realistic investor expectations. This policy forms a part of Mitsui's internal rules and regulations which cover all employees and officers of Mitsui, and at the same time clearly expresses its commitment on disclosure to investors. This policy applies to the employees and officers of Mitsui's subsidiaries so far as it does not conflict with applicable laws and regulations.

2.Principles of Disclosure

Mitsui is committed to the following principles in its disclosure of material corporate information under provisions of this policy.

1.Transparency and accountability
Disclosure of corporate information shall be accurate and consistent, regardless of whether such information may have a positive or negative impact, in order to ensure transparency and accountability to investors.
2.Compliance with legal and regulatory requirements on disclosure
Disclosure of corporate information shall be in compliance with applicable legal and regulatory requirements including, but not limited to, the Financial Instruments and Exchange Act and relevant regulations in Japan as well as rules and guidelines of the stock exchanges and stock associations where Mitsui's securities are listed.
Note) Mitsui's equity securities are listed on the stock exchanges of Tokyo, Osaka, Nagoya, Sapporo and Fukuoka.
3.Confidentiality and timely disclosure
In order to ensure timely, accurate and fair disclosure, disclosure of material and non public information shall be done in accordance with the conditions and procedures for maintaining the confidence of such information as well as public disclosure.
4.Fair and equitable access to information
Material, non public information shall be disclosed in a manner which ensures fair and equitable access by all investors. Selective disclosure of such information to specific individuals or groups is avoided at all times unless confidentiality is fully secured by confidentially agreements or other relevant measures as stipulated under the Article 8 of this policy.

3.Disclosures covered by this policy

This policy applies to the following disclosures as classified by the legal or regulatory frameworks requiring such disclosures. Disclosure requirements by governing legal authorities or stock exchanges and stock associations are not limited to those listed below, but also include those in other countries where Mitsui's securities are listed. Mitsui is committed to fully complying with all relevant requirements, rules and regulations.

1.Statutory disclosure filed with governing legal authorities ("Statutory Disclosure")

Statutory Disclosures are prepared and submitted in compliance with conditions and procedures under relevant laws and regulations. The following two categories of Statutory Disclosure constitute the basic, most important ones which consistently provide information on Mitsui's results of operations, financial conditions and business.

  1. Disclosures pursuant to Japanese Financial Instruments and Exchange Act
    - Annual Securities Report
    - Quarterly Securities Report
    - Extraordinary Report
  2. Disclosures pursuant to Japanese Companies Act
    - Notice of general shareholder meeting (including supplementary information on resolution matters) pursuant to Article 299 of the Japanese Companies Act
    - Financial Statements and Business Reports pursuant to Article 435 and Consolidated Financial Statements pursuant to Article 444
2.Timely disclosure of material corporate information filed to stock exchanges and stock associations

Apart from the above-mentioned legal requirements, certain stock exchanges and stock associations have established rules that obligate listed companies to file information in a timely manner when material events affecting investors' decision arises. In this policy, such disclosure is referred to as "Timely Disclosure," and those filed to the Tokyo Stock Exchange("TSE") as "TSE Timely Disclosure." The TSE Timely Disclosures are listed below.

  1. Earnings report
    Filing of annual or quarterly earnings report in a prescribed format for TSE Timely Disclosure (kessan tanshin) and related supplementary data.
  2. Filing of information on material corporate decision or development
    Filing of material corporate decision or development as it arises, in conjunction with the press release in that regard. Mitsui will voluntarily file relevant corporate information which qualifies as "Material Information" as defined in the Article 6 of this policy even if such filing is not required by TSE.
3.Other communications and disclosure materials

Following disclosures are out of scope of filing requirements by governing legal authorities, stock exchanges or stock associations, and therefore are not subject to legal or regulatory requirement. However, if non US-GAAP measured information is quoted in financial disclosure materials, except for 4 below, that are not required by relevant legal authorities, stock exchanges and stock associations, a relevant note reconciling the non US-GAAP measurement with the relevant US-GAAP measurement shall be accompanied.

  1. Communications with analysts and investors (including conferences on earnings announcement, small meetings, one-on-one meetings, inquiries by telephone or e-mail, site visits) and all relevant presentation materials (including information posted on Mitsui's Website)
  2. Annual Report
  3. Other disclosure materials including, but not limited to, newsletter to shareholders and CSR Report
  4. Earnings disclosure by Mitsui's subsidiaries

4.The role of expert committees related to disclosure

1.The Disclosure Committee
  1. The Disclosure Committee is overseen by the Internal Controls Committee which sets the basic policy for internal controls, provides a unified structure for internal controls, and takes steps to maintain and enhance the effectiveness of these controls. The Disclosure Committee reports to the Internal Controls Committee on the result of its discussion on the establishment of principles and basic policy for Statutory Disclosure and Timely Disclosure, as well as the development of organizational structure and mechanism for disclosure within Mitsui on a consolidated base. Moreover, the Disclosure Committee is in charge of determination and/or recommendation on the materiality of information, as it arises, and the accuracy and adequacy of the documents to be filed or submitted for Statutory Disclosure and Timely Disclosure as stipulated under 2 below.
  2. The Disclosure Committee shall determine and/or recommend on the final draft of filing for Statutory Disclosure and Timely Disclosure as set forth below.

    Disclosure Committee evaluates the accuracy and adequacy of the final draft of Annual Securities Report and report on the result in this regard to the Internal Controls Committee or the Corporate Management Committee which deliberates and resolves on basic policies and significant issues over the management of the company.

    If the General Manager of the Investor Relations Division ("IR Division") finds it beyond his or her discretion to decide on the materiality of information and/or the accuracy and adequacy of filing text for Timely Disclosure, he or she will seek for the decision of the Disclosure Committee.

    If such disclosure involves highly sensitive management judgment, the Disclosure Committee will come up with recommendations for such disclosure and seek for the decision of the Internal Controls Committee or the Corporate Management Committee.

  3. Disclosure Committee is headed by Chief Financial Officer, and is comprised of Chairman of J-SOX Committee and the general managers of IR, Legal, Corporate Planning & Strategy, Corporate Communications, CFO Planning & Administrative, Global Controller and Finance divisions as well as employees and/or officers designated by the Chairman of the Disclosure Committee as needed.
2.The Disclosure Secretarial Division
The Disclosure Committee designates IR Division as the Disclosure Secretarial Division.

5.Responsibilities of Mitsui's employees and officers

  1. With respect to disclosure related matters, Mitsui's employees and officers shall comply with this policy and the relevant rules in "Business Conduct Guidelines for Employees and Officers of Mitsui & Co., Ltd.". Moreover, Mitsui's financial professionals including Chief Executive Officer, Chief Financial Officer, principal accounting officers and other persons performing similar functions shall comply with "Code of Ethics for Senior Financial Officers and Professionals." All officers and employees shall comply with the requirements of internal controls systems for Statutory Disclosures, including, but not limited to, the assessment on disclosure control.
  2. In order to ensure fair disclosure, Mitsui designates Chief Executive Officer, Chief Financial Officer, Deputy Chief Financial Officer, Corporate Officer in charge of the Corporate Planning & Strategy Division, the general managers of IR, Finance and Global Controller divisions and the general managers of Corporate Finance Department, Finance Division and Corporate Accounting Department, Global Controller Division as spokespersons who regularly interact and communicate with investors on behalf of the company ("Spokespersons"). To ensure consistent disclosure and avoidance of selective disclosure, employees or officers other than the Spokespersons are prohibited from interacting or communicating with investors. However, employees or officers other than the Spokespersons may from time to time respond to specific inquiries from the investors subject to specific designation by a Spokesperson. A Spokesperson will either make the judgment on the materiality of information on his/her own or seek for the decision by the Disclosure Committee.
  3. Employees and officers other than the Spokespersons are responsible for keeping the Disclosure Committee and the Spokespersons fully apprised of all the material company development through their reporting line. Officers and managers are required to give timely and relevant instructions to all relevant employees in order to maintain effective procedure for disclosure.

6.Materiality of Information

For purpose of this policy, the definition of "material information" is provided as below: Information is material if its disclosure would be likely to have an impact on the price of a security or if reasonable investors would want to know the information before making an investment decision. In concrete terms, quantitative thresholds which are lower than de-minimis criteria set by the TSE are voluntarily established as an internal guidance to judge the materiality covering the scope of information required to be disclosed pursuant to TSE Timely Disclosure requlations.
>Examples of material information include, but are not limited to:

  • quarterly earnings report and change in forecast of earnings
  • medium term business plan
  • material mergers and acquisitions
  • restructuring of material business (divestiture or liquidation)
  • acquisition or disposal of material assets
  • change in management or change in management structure
  • material financial loss/damage caused by disaster or arising from business operations
  • occurrence of material lawsuit or legal dispute
  • material financial loss/damage and loss of credibility arising from corporate scandals and other fraudulent activities

7.Confidentiality of information

1.Careful handling of confidential information
Employees and officers shall ensure confidentiality of sensitive information and refrain from divulging such information to any third party until timely, fair and equitable disclosure is made to the public.
2.Materiality and confidentiality of information

Pursuant to the Article 2 of this policy, material information shall be disclosed in a timely, fair and equitable manner, except in the following limited circumstances where it may be temporarily withheld, but in accordance with all relevant laws and regulations.

  1. The damage to the interest of shareholders arising from the immediate or premature release of the information would outweigh the benefits from such release,
  2. Immediate and premature disclosure of material information such as ongoing material investment, pending law suit and other information impacting Mitsui's business or competitive position would be unduly detrimental to the interest of shareholders.

The extent and the duration of such temporary treatment shall be determined in accordance with all relevant laws and regulations and in consideration of the potential impact of such information on developing and maintaining reasonable investor expectations.

3.Decision on disclosure by the Disclosure Committee
In light of the above paragraph (2), the Disclosure Committee will, from time to time, decide whether to disclose or temporarily withhold certain material, non-public information, and if such information is disclosed, the definitive timing and manner of disclosure. The chairman of the Disclosure Committee may, as needed, recommend such definitive action plan to Internal Controls Committee or Corporate Management Committee for their approval.

8.Avoidance of selective disclosure and providing fair measures to access information

  1. Selective disclosure is the disclosure of material, nonpublic information to any individual or group prior to the broad public dissemination of that information. It is against Mitsui's company policy to selectively disclose material, nonpublic information to people or groups outside of the company at any time, unless those people or groups are covered by confidentiality or nondisclosure agreements.
  2. When Mitsui files material information as Timely Disclosure, Mitsui will issue a press release and post it on Mitsui's Website at the same time in order to ensure fair and equitable access by all investors. If certain material, non-public information is unintentionally disclosed by a Spokesperson stipulated in the Article 5 of this policy in such a meeting with a member or members of the investment community, Mitsui will promptly disclose it publicly as Timely Disclosure. Similarly, if certain material, non-public information requiring Timely Disclosure is disclosed by the third party prior to public dissemination, Mitsui shall promptly disseminate it publicly as Timely Disclosure.
  3. The purpose of telephone conversations, one-on-one meetings and meetings with groups of analysts and/or investors is for investors to gain a better understanding of the strategies and fundamentals of the company. Mitsui will not disclose material, nonpublic information selectively in any of these meetings. The contents of company-hosted presentations, including large meetings on earnings release or conferences call, shall be posted on Mitsui's Website for public access.
  4. Mitsui observes a three-week quiet period until annual or quarterly earnings are publicly released. During the quiet period, Mitsui does not discuss results of the business or forecast of earnings unless material events subject to Timely Disclosure have occurred.
  5. Mitsui's subsidiaries may disclose their earnings on their own Website or by other methods. In order to ensure fair disclosure, such disclosure shall be made in principle on or after the time and date when Mitsui files earnings report for TSE Timely Disclosure, unless otherwise prescribed by laws and regulations. Listed subsidiaries decide the time and date of their earnings release on their own while the same time and date with Mitsui's disclosure is preferable.

9.Responding to market rumors

  1. It is Mitsui's basic policy not to comment on market rumors and speculations. The Spokespersons will respond consistently to rumors saying, "It is our policy not to comment on market rumors or speculation."
  2. If there is reasonable possibility that a market rumor will cause significant volatility in the prices of securities issued by Mitsui, Mitsui may, after consultation with the TSE, if any, other relevant stock exchanges and/or stock associations, make public statements in accordance with the procedures of TSE Timely Disclosure and relevant rules and regulations of other stock exchanges and stock associations.

10.Handling of forward looking information

  1. Mitsui may from time to time provide forward-looking information to facilitate investors with better evaluation of the company and its prospects for performance. A forward-looking statement made in the company's written disclosures shall be accompanied with meaningful cautionary language that warns investors that there is a risk the statement could change materially.
  2. In accordance with the rules of TSE Timely Disclosure, Mitsui will provide investment public with forecast of full-year earnings at the release of business results.

11.Internal procedure for Statutory Disclosure

1.Internal controls over Statutory Disclosures
Annual Securities Report shall also be prepared and filed in accordance with the Japanese Financial Instruments and Exchange Act and the relevant rules and regulations regarding internal controls and procedures.
2.Process for resolution on Statutory Disclosures

Among others, the following significant Statutory Disclosures shall be submitted for resolution or record by the Board of Directors of Mitsui.

  1. Annual Securities Report shall be submitted for record by the Board of Directors after final evaluation at the Disclosure Committee.
  2. Notice of general shareholder meeting pursuant to Article 299, Financial Statements and Business Reports pursuant to Article 435 and Consolidated Financial Statements pursuant to Article 444 of the Japanese Companies Act shall be submitted for resolution by the Board of Directors.
3.Maintenance and management of information
1.Financial Information
The Global Controller Division is solely in charge of maintaining and managing information related to financial statements including notes and other supplementary information.
2.Non-financial information
The Disclosure Committee will designate relevant divisions among the Corporate Staff Unit of Mitsui's head office with the responsibility to respectively forward relevant non-financial information to the IR Division, which is solely in charge of maintaining and managing non-financial information.

12.Internal procedure for Timely Disclosure

  1. Information related to the Timely Disclosure is ultimately handled and maintained by the IR Division which is in charge of contacting relevant authorities including the TSE, as necessary. The IR Division finalizes the filing text in collaboration with the Corporate Communications Division.
  2. The general manager of the IR Division will, as necessary, seek for the direction of the chairman of the Disclosure Committee for calling the Disclosure Committee meeting on an ad-hoc basis for urgent and important issues related to Timely Disclosure.

13.Maintenance and update of information on laws, rules and regulations

The IR Division shall maintain and update information on laws, rules and regulations with respect to disclosure and disseminate such information to the relevant divisions of Mitsui. The Global Controller Division and the Finance Division shall maintain and update information on documentation for disclosure and accounting principles and disseminate such information to the relevant divisions.

Moreover, the IR Division shall, as necessary, discuss with the Global Controller Division, the Finance Division and the Legal Division on the interpretations and applications of introduction or amendment of significant laws, rules and regulations with respect to disclosure, and report to the Disclosure Committee as well as the relevant divisions.

14.Amendment to this policy

Amendment to this policy is made based on an exclusive determination by the Disclosure Committee, except for those that are material, which shall be submitted for resolution by the Board of Directors.