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As stated in the Toshiba Group Standards of Conduct, Toshiba's Investor Relations (IR) activities are based on disclosure of corporate information, such as business policies and financial data, in a timely and appropriate manner. We also recognize the importance of ensuring that top management understands the evolving interests of shareholders and investors in the execution of CSR management.
In addition to disclosures mandated by laws and regulations, Toshiba is also committed to timely and appropriate disclosure of important corporate information that is not within the scope of mandatory disclosure but deemed to affect investor decisions.
Toshiba, while giving full consideration to such factors as the strategic investments necessary to secure medium- to long-term growth, seeks to achieve continuous increases in its actual dividend payments, in line with a payout ratio in the region of 30 percent, on a consolidated basis.
Regulations/Standards and procedures for timely disclosure were established on October 1, 2003, which defined responsibilities for related work.
Toshiba clarifies the delegation of authority, enhances internal control, and ensures the appropriateness of information content by assigning multiple divisions to prepare and verify management policies, financial data, and other corporate information from their individual perspectives. Toshiba does its utmost to ensure reliable, timely disclosure based on double checking by the division concerned and Legal Affairs Division.
Toshiba's constant upgrades of its IR website to ensure fair disclosure have earned recognition. Awards won by the website in fiscal 2007 are indicated below, and the site also gained high evaluations from several agencies that survey Socially Responsible Investment (SRI).
| Organization | Toshiba's Achievement |
|---|---|
| Gomez Consulting Co., Ltd. | Ranked 1st in the IR Site Total Ranking (among 3,934 companies in Japan) |
| Daiwa Investor Relations Co., Ltd. | Received the Internet IR Best Company Award for the third consecutive year and the sixth time (among 1,844 companies in Japan) |
| Nikko Investor Relations Co., Ltd. | Received the Excellent Corporate Website Award (among 3,988 companies in Japan) |
| SRI | Evaluation |
|---|---|
| SAM Sustainable Asset Management AG (Switzerland) | Selected as “SAM Gold Class” and “SAM Sector Mover” in the Sustainability Yearbook 2008 |
| Innovest (US) | AAA (the highest rating) by Intangible Value Assessment |
| Center for Public Resources Development (Japan) | A (the highest rating) by the Survey of Corporate Social Performance |
| Integrex Inc. (Japan) | Ranked 1st in the Survey of Corporate Integrity and Transparency |
In the interest of fairness, Toshiba discloses information in a timely, appropriate manner in accordance with relevant laws and regulations and also discloses important corporate information not mandated by laws and regulations that is likely to influence investor decisions.
In fiscal 2007, we responded to continuing shareholder and investor interest in nuclear and other power systems and in the semiconductor business by providing more briefings on management policy and strategies. The President participated in briefings on management strategy and Toshiba's emphasis of focus and selection in the business portfolio, including strategic partnerships in the LCD and semiconductor fields and withdrawal from the HD DVD business, and also made a presentation at a securities company's seminar for individual investors.
In a new initiative, in December 2007, Toshiba conducted a survey of its 313,000 shareholders who own at least one tradable unit of shares, and received around 60,000 responses.
Toshiba's constant upgrades of its IR website to ensure fair disclosure have earned recognition. In fiscal 2007, Toshiba improved the content of the website section for individual shareholders, simplifying and making it readily understandable, while adding website enhancements such as a list of the five most popular website pages on the top page.
In fiscal 2007, we held the General Meeting of Shareholders at Tokyo Big Site for the second consecutive year. With 1,800 shareholders present, it was the largest General Meeting ever. We will continue to assure the success of the meeting as a venue for two-way communication.
Quarterly briefings for institutional investors and securities analysts are a fixture in our calendar. The President and other executive officers take opportunities to meet and communicate with shareholders and investors around the world. The number of dialogues between our IR Group and institutional investors and analysts has been exceeded 1,000 a year (about 70% in Japan and 30% overseas) for the past several years. In fiscal 2007, we added the Middle East to the round of periodic meetings we hold in the U.S., Europe and Asia. In the same year, we held more telephone interviews with overseas investors.
Shareholder Newsletter
To periodically obtain opinions from shareholders, Toshiba conducts website-based surveys on such topics as management policy and the mid-term business plan, the IR website, and the Shareholder Newsletter.
Using surveys and newsletters to communicate with shareholders, a June 2007 on-line survey revealed that the Toshiba businesses that most interest people are power systems and semiconductors, so we concentrated on developments in those fields in the winter edition of the Shareholder Newsletter. A December 2007 survey of shareholders holding at least one 1,000-share trading unit produced many requests for more frequent newsletters. So we are now publishing five times a year. Shareholder surveys have proved their value in enhancing two-way communication, and we will continue to make full use of them.
Toshiba introduced a plan for countermeasures to any large-scale acquisitions of Toshiba's shares (the "Plan"), based on the shareholders' approval for the basic concept of the Plan at the Ordinary General Shareholders Meeting held in June 2006, for the purpose of protection and enhancement of the corporate value of Toshiba and the common interests of shareholders.
The Plan was introduced for the purpose of protecting and enhancing the corporate value of Toshiba and the common interests of its shareholders by explicitly setting forth the procedures to be followed when a large-scale acquisition of Toshiba's share is made, ensuring that shareholders are provided with necessary and adequate information and sufficient time to make appropriate decisions, and securing the opportunity for Toshiba to negotiate with the acquirer.
Specifically, if an acquirer starts or plans to start an acquisition or a takeover bid that would result in the acquirer holding 20% or more of Toshiba's total outstanding shares, Toshiba will require the acquirer to provide the necessary information in advance to its Board of Directors. The Board of Directors will then establish a Special Committee that will, at its discretion, obtain advice from outside experts, evaluate and consider the details of the acquisition, disclose to Toshiba's shareholders the necessary information regarding the acquisition, as well as the alternative proposal prepared by Toshiba's Chief Executive Officer, and then negotiate with the acquirer. If the acquirer does not comply with the procedures under the Plan, or the Special Committee decides that the acquisition would damage the corporate value of Toshiba or the common interests of shareholders, the Special Committee will recommend to the Board of Directors that Toshiba implement countermeasures (a gratis allotment of stock acquisition rights (shinkabu yoyakuken no mushou wariate), a condition of which will be that they cannot be exercised by acquirers or the like) and protect the corporate value of Toshiba and the common interests of shareholders.
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