1.Basic Policy on and Objectives of IR Activities
UT Group recognizes that engagement with shareholders, investors, and other stakeholders is indispensable for the achievement of sustainable growth and medium- to long-term increase in corporate value. UT Group both regards investor relations (IR) activities as one of the most important matters of concern to managers and actively communicates with stakeholders. Through dialogues with stakeholders, UT Group raises transparency of management and aims at becoming a company trusted by society.
2.Promotion of constructive dialogues
UT Group holds corporate presentations for shareholders by the President, Representative Director & CEO and, additionally, IR briefings on financial results, management plans, and earnings forecasts for institutional investors in Japan and abroad. UT Group’s executive officer in charge of IR activities is mainly responsible for one-on-one meetings, small meetings, and IR activities for individual investors at which times executives and directors often participate to a reasonable extent.
The IR Department has the purpose of collecting information and generating IR-related comprehensive initiatives and basic plans through cross-sectional coordination with other internal departments on a routine basis; and to assess information obtained through dialogues and share it with management, when appropriate to do so.
3.Basic Policy on Information Disclosure
UT Group is pledged to disclose information in a timely and appropriate manner in accordance with Japanese laws and regulations as well as the Timely Disclosure Rules established by the Tokyo Stock Exchange (TSE). UT Group also respects the purpose and meaning of the Corporate Governance Code and the Fair Disclosure Rules and aim at proactive and fair disclosure of information, including non-financial information such as concerning management strategy and issues, risks, and governance, in addition to the company’s financial condition and operating performance.
（Disclosure of material facts conforming to the Timely Disclosure Rules）
4.Standards for disclosure of material facts conforming to the Timely Disclosure Rules
UT Group has pledged to observe the relevant laws and regulations including the Financial Instruments and Exchange Act and, disclose material facts conforming to the Timely Disclosure Rules established by the TSE, and to disclose information which does not come under the Timely Disclosure Rules but the company considers useful for shareholders, investors, and other stakeholders in understanding the situation of the company.
5.In-house management systems concerning timely disclosure of material facts
(1)In-house management systems concerning timely disclosure of material facts
UT Group has an internal body called the Disclosure Council, which is chaired by the manager who is responsible of information management and consists of the Executive Officer in charge of IR, Manager of the IR Department, and Manager of the Finance Department. The Disclosure Council collects and centrally controls material facts, ensuring appropriate disclosure of information.
(2)Timely disclosure of material facts
Concerning disclosure of material facts in accordance with the Timely Disclosure Rules, the manager who is responsible of information handling instructs employees of the relevant departments to make timely disclosures to be made through the TSE’s TDnet and disseminate the disclosed information to news media when needed. In addition, the company promptly discloses such information via its corporate website.
（Disclosure of material facts conforming to the Fair Disclosure Rules）
6.Standards for fair disclosure
UT Group is pledged to observe the Fair Disclosure Rules concerning fair and appropriate information disclosure, control as-yet-undisclosed material information which may significantly affect the company’s stock price, and, when the company delivers material information to entities outside the company, the company shall fairly deliver relevant material information to other investors as soon as possible.
UT Group designates the President, Representative Director & CEO, the Executive Officer in charge of IR, and the Manager of the IR Department to be the personal links for investor relations, particularly for the delivery of material information to institutional investors, securities analysts, securities companies, and others.
UT Group is pledged to enforce strong control of material information by the executives and employees concerned, in order to prevent leakage or premature or improper dissemination of as-yet-undisclosed material information which may significantly affect the company’s stock price, to institutional investors, securities analysts, securities companies, etc. In principle, two or more persons of the company attend one-on-one meetings and others, ensuring that IR spokespersons do not unintentionally deliver as-yet-undisclosed material information.
7.Definition of material information
(1)As-yet-undisclosed material information which comes under the Fair Disclosure Rules
1）As-yet-undisclosed settled information concerning financial results
Financial information including sales, operating profit, ordinary profit, and net profit concerning the performance forecast for the present or next term
・Explanation with specific numbers about how the actual performance of the whole company is progressing in comparison with disclosed performance forecasts including forecasts for sales, operating profit, ordinary profit, and net profit
・Explanation with specific numbers about how the actual performance of each segment is progressing in comparison with segment-wise performance forecasts including forecasts for sales and operating profit
2）As-yet-undisclosed medium-term business plan information, and status of progress in already-disclosed medium-term business plan information
Information about as-yet-undisclosed and under-preparation medium-term business plans which are planned to be disclosed, as listed below:
・Specific contents of plans for management performance indicators including sales, operating profit, ordinary profit, net profit, dividend plan, ROE, etc. which are planned to be disclosed and for which the company recognizes their importance
・Specific status of progress in above-mentioned management performance indicators concerning already-disclosed medium-term business plan information
3）As-yet-undecided material facts
With regard to as-yet-undecided material facts, the company shall control information about them in the same way as it controls information about material facts that comes under the Timely Disclosure Rules stipulated by the TSE, and if that information is delivered to outside entities, the company shall disclose the relevant information to and through the TSE in accordance with the Timely Disclosure Rules.
4）Other information that is determined by Manager who is responsible of information handling as information that may significantly affect UT Group’s stock price
(2)Information not considered material information facts that comes under the Fair Disclosure Rules
1）Already-disclosed information concerning financial results and their detail or supplementary information
Information concerning business performance of the company for the present or next term other than that defined in “(1)” mentioned above. For example, assumptions for performance forecasts (status of hiring, status of progress of individual projects received or to be received, etc.), information available from third parties such as information about recruitment status, and trends of client industries.
2）Explanation about already-disclosed information of the company
3）Mosaic information (information that does not significantly affect stock price of the company)
4）Other information that may be determined to possibly affect the value of marketable securities of the company other than that defined in “7.(1)” mentioned above.
8.Method for disclosing material information
(1)Disclosure of as-yet-undisclosed material information when it is delivered
If IR spokespersons deliver as-yet-undisclosed material information to outsiders, the company will disclose relevant information via TDnet or the website of the company after discussion by the Disclosure Council.
UT Group shall make this “Basic Policy on Information Disclosure” well known among IR spokespersons in order to prevent inappropriate delivery of material information to outsiders and to promote speed disclosure of material information in case of inappropriate delivery.
(2)Exceptions to the duty of making simultaneous disclosure of material information
UT Group does not have any duty to disclose material information if delivery of the material information is not determined appropriate.
However, the receivers of the material information are obliged to sign an agreement on a duty not to deliver the relevant information to any third party (the duty of confidentiality) and to have a duty not to use the material information such as for their transactitons of the company’s securities, until the relevant information is disclosed.
From the viewpoint of conformity to the Fair Disclosure Rules, UT Group sets a “quiet period” from the final day of a financial term to the day of announcement of the term results, before the day of announcement of each quarterly financial results. During each quiet period, the company shall not participate in any interview concerning progress in the business performance forecast by institutional investors or security analysts.
However, as exceptions, the company may give an interview to institutional investors or security analysts who newly research the company, if requests include an explanation of the company’s business overview, management plans, etc. In addition, when earnings are expected to differ significantly from the company's performance forecasts during the quiet period, the company will disclose such information as appropriate in compliance with the Fair Disclosure Rules.