MUFG Group Disclosure Policy
The purpose of this policy is to ensure that Mitsubishi UFJ Financial Group, Inc. (hereinafter “MUFG” or the “Company) and its subsidiaries (hereinafter collectively referred to as the “MUFG Group”), in the pursuit of corporate growth and greater corporate value, adhere to impartial, fair and appropriate disclosure practices aimed at best serving their depositors, business partners, customers, shareholders, investors and all other stakeholders as well as society as a whole. This policy is also intended to ensure that insights acquired through stakeholder dialogue are appropriately reflected in management activities. Accordingly, policy herein shall define underlying concepts for the MUFG Group with regard to disclosure while specifying procedures and organizational structures for such disclosure.
The MUFG Group’s disclosure shall be governed by the following concepts.
- (1)Compliance with laws and regulations
To ensure timely, accurate and appropriate disclosure, the MUFG Group shall comply with Japan’s Financial Instruments and Exchange Act, the Companies Act, the Banking Act and other relevant legal regulations as well as rules stipulated by domestic and overseas securities exchanges in which the Group’s securities are listed and those formulated by related authorities (hereinafter collectively referred to as “regulations and rules”).
- (2)Transparent and easy-to-understand disclosure
The MUFG Group shall maintain transparency in its disclosure activities while securing the continuity and consistency of such disclosure. In doing so, the Group shall strive to ensure that information is disclosed in a manner easily understood by all stakeholders. Moreover, the Group will disclose not only that information specified by regulations and rules as being subject to mandatory disclosure but, on a voluntary basis, information deemed significant or beneficial in terms of facilitating stakeholders’ understanding of the MUFG Group.
- (3)Impartiality and fairness
The MUFG Group shall disclose important information(note1) to all stakeholders in a timely, impartial, fair and appropriate manner.
- (4)Constructive stakeholder dialogue
Striving to maintain constructive dialogue with its stakeholders, the MUFG Group shall facilitate their understanding of its operations while appropriately addressing matters of their concern. In these ways, the MUFG Group shall strive to incorporate insights acquired through such dialogue into management activities, thereby securing sustainable growth for the Group and enhancing its corporate value over the medium and long terms.
- “important information” refers to information that significantly affects the prices of securities issued by the Company and that is specified by regulations and rules as being subject to mandatory disclosure, including finalized, yet undisclosed, financial results for full-year or quarterly fiscal periods.
- (1)Compliance with laws and regulations
Methods and Media Used for Voluntary Disclosure
In addition to maintaining disclosure in accordance with regulations and rules, including the timely disclosure rules stipulated by securities exchanges, the MUFG Group shall voluntarily disclose information deemed significant or beneficial in terms of facilitating stakeholders’ understanding of its Group operations. To this end, the Group shall utilize the following methods and media.
- (1)Issuing integrated reports, annual reports, consolidated summary reports and other disclosure publications
- (2)Engaging in dialogue at periodic presentation meetings for individual investors, analysts and institutional investors in Japan and overseas
- (3)Occasionally, holding one-on-one dialogue sessions with particular stakeholders (upon the request of such stakeholders)
In-House Structure and Procedures for Disclosing Important Information
MUFG aims to develop a robust organizational structure to secure the appropriate and accurate disclosure of its corporate information. To this end, the Company has in place “Timely Disclosure Rules,” a set of in-house rules formulated by the Executive Committee based on authorities delegated by the Board of Directors. Designed to govern the disclosure of important information, these rules stipulate the following:
- (1)Whenever a potential need for disclosing important information is identified, departments in charge of such information shall engage in discussions with the Corporate Administration Division, the Media Relations Office of the Corporate Communications Division and the Financial Planning Division to decide on whether or not to disclose said information. Should these bodies agree to disclose the information, they shall also determine the timing and the detailed content of such disclosure through due consultations.
- (2)In general, the Corporate Administration Division reports on a biannual basis to the Disclosure Committee, which operates directly under the Executive Committee, thereby ensuring that the Disclosure Committee is apprised of the latest content of the “Timely Disclosure Rules,” upcoming revisions to said rules, the actual status of disclosure based on these rules, including the content and timing of disclosure as well as methods used for such disclosure. These reports also contain information that has not been disclosed and reasons for such non-disclosure.
- (3)With regard to important information associated with Group subsidiaries, the Corporate Administration Division receives relevant reports from MUFG’s direct subsidiaries via departments in charge of disclosure at these subsidiaries.
- (4)Notwithstanding the aforementioned procedures, information deemed particularly significant and worthy of being directly reported to the Executive Committee can be directly communicated to said committee prior to or in conjunction with reporting to the Disclosure Committee.
The Disclosure Committee discusses the content of official reports that require sworn declarations from the Group CEO or CFO as well as management reports on internal control systems associated with financial reporting. Throughout the course of these discussions, the committee determines the propriety of the information being disclosed in these publications and deliberates on the effectiveness of internal control systems and procedures associated with disclosure and financial reporting. The conclusions the Disclosure Committee reaches with regard to important matters are reported to the Board of Directors or the Executive Committee or relayed to these bodies for further approval.
Methods for Mandatory Disclosure under Particular Regulations and Rules
MUFG shall disclose certain information that is designated by the Financial Instruments and Exchange Act as being subject to mandatory disclosure through the Electronic Disclosure for Investors’ NETwork (EDINET), which is run by Japan’s Financial Services Agency. The Company shall also disclose information specified by the Tokyo Stock Exchange’s timely disclosure rules through the exchange’s Timely Disclosure network (TDnet). Similarly, the Company shall disclose information specified under applicable overseas regulations and rules through the methods designated by the relevant securities exchanges and authorities. In general, MUFG shall also post information disclosed via the aforementioned platforms on its corporate website. Furthermore, whenever MUFG issues a public notice as stipulated by the Banking Act, it shall also post the content of such notice on its corporate website as necessary.
In the course of executing the disclosure practices mentioned above, MUFG shall endeavor to maintain impartial and fair disclosure by, for example, preparing English-language versions of disclosure materials as needed, with an eye to effectively conveying information to stakeholders in both domestic and overseas markets.
Disclosure for Capital Market Participants
In addition to the foregoing, MUFG shall disclose information with a particular focus on the interests of its shareholders, investors, securities analysts, rating agencies and other capital market participants. To ensure that such disclosure is impartial, fair and appropriate, the Company shall give due consideration to the following principles.
- (1)Constructive dialogue
MUFG shall engage in constructive dialogue with capital market participants, utilizing such opportunities as presentation meetings and face-to-face dialogue sessions in addition to issuing integrated reports and other publications aimed at facilitating their understanding of the MUFG Group’s strategies and corporate value. The Company shall also strive to secure uniformity of response when dealing with inquiries from capital market participants, especially with regard to frequently asked questions pertaining to financial and other key corporate information. To this end, the Company ensures that officers and employees in charge of holding dialogues will act upon shared policies with regard to responding to inquiries and providing requested explanations.
- (2)MUFG’s concept of selective disclosure
Although MUFG holds face-to-face dialogue sessions and small group meetings with particular investors to facilitate their deeper understanding of the Group’s operations, the Company shall not perform selective disclosure in which only a specific group of investors is granted access to important information. Generally speaking, whenever MUFG provides transaction partners(note2) and others with important information that has yet to be publicized, the Company shall post such important information on its corporate website in conjunction with the disclosure to said transaction partners.
Notwithstanding the foregoing, MUFG may occasionally refrain from publicizing such important information despite disclosure to specific transaction partners provided that said transaction partners are either bound by oaths of confidentiality, obliged to refrain from the sale or purchase of the Company’s securities due to being under contract with MUFG, or under legal obligation to maintain confidentiality or refrain from engaging in such sale or purchase.
- Transaction partners are recipients of important information that fall into any of the following categories: (1) financial instruments business operators, registered financial institutions, credit rating agencies, investment corporations and other entities specified by cabinet office ordinances as well as officers and other key personnel who serve these entities or (2) individuals specified by cabinet office ordinances as being in specific positions at listed companies that enable them to acquire important information in the course of their duties associated with public relations activities for investors and having a significant probability of selling or purchasing securities issued by these listed companies based on investment decisions that take advantage of such important information.
- (1)Constructive dialogue