The SBI Shinsei Bank hereby establishes its Disclosure Policy as follows.
- Basic Policy
SBI Shinsei Bank (hereinafter referred to as “the Bank”) complies with the Companies Act, the Financial Instruments and Exchange Act, and other relevant laws and regulations, as well as the timely disclosure-related rules established by the stock exchanges on which the Bank lists its securities, collectively referred to as “Applicable Laws and Regulations”. In addition to ensuring compliance, the Bank is committed to timely, appropriate, and fair disclosure of corporate information. Through these efforts, we aim to foster a deeper understanding of the Bank among customers, shareholders, investors, analysts (collectively referred to as “market participants”), and all other stakeholders including local communities. Through these efforts, the Bank seeks to enhance management transparency and social trust, thereby contributing to the proper evaluation of its corporate value.
- Disclosure Standards of Information
The Bank complies with Applicable Laws and Regulations and is committed to the timely, appropriate, and fair disclosure of information. In addition to statutory and timely disclosure items, the Bank also endeavors to voluntarily disclose other corporate information that, while not legally required, is deemed beneficial for deepening understanding of the Bank and its group, and useful to market participants and other stakeholders.
Information that may infringe upon personal data, customer information, or the legitimate rights and interests of related parties will not be disclosed.
- Methods of Information Disclosure
The Bank discloses information in accordance with Applicable Laws and Regulations through electronic disclosure systems such as EDINET, provided by Japan’s Financial Services Agency for statutory filings under the Financial Instruments and Exchange Act, and TDnet, provided by stock exchanges for timely disclosure.
Information disclosed through EDINET and TDnet is promptly published on the Bank’s website. In addition, the Bank also discloses information not subject to timely disclosure regulations through its website and other appropriate channels.
- Disclosure Framework and Responsible Officers
The Bank has designated a responsible officer to oversee the handling of information subject to timely disclosure and has established a dedicated department to manage its practical implementation.
- Approach to Fair Disclosure to Third Parties and Handling of Material Information Including Insider Information
The Bank actively promotes constructive dialogue from a medium- to long-term perspective, addressing initiatives and strategies to improve corporate value.
At the same time, the Bank does not engage in selective disclosure of the following types of material information through individual communications with market participants:
■ Insider information
■ Quantitative and qualitative information regarding the progress of financial results for an unpublished fiscal period, including information typically disclosed voluntarily at the time of quarterly earnings announcements
■ Quantitative and qualitative information regarding earnings forecasts for the next fiscal year
However, the following types of information may be used to facilitate constructive dialogue with market participants:
■ Information related to a disclosed fiscal period that is not generally made public but is deemed necessary for constructive dialogue and unlikely to influence investment decisions on its own
■ Information regarding an unpublished fiscal period that has already been disclosed via the Bank’s website or other public domains
■ Perspectives for discussing potential opportunities and risks that may affect earnings forecasts under revised assumption
Please note that any forward-looking statements or strategies disclosed by the Bank are based on assumptions deemed reasonable at the time of disclosure. The Bank does not guarantee the validity or accuracy of such information. Actual results may differ significantly due to changes in economic conditions, market environments, and other factors.
- Quiet Period
To ensure fairness in information disclosure and prevent any leakage of definitive financial results prior to its official announcement, the Bank designates the period from the day following each quarter-end closing date until the earnings release date as a “quiet period.” During this quiet period, the Bank generally refrains from engaging in dialogue with market participants.
However, if any event occurs during the quiet period that requires timely disclosure, the Bank will disclose such information promptly and appropriately in accordance with applicable disclosure rules.
- Constructive dialogue with market participants
Constructive dialogue with market participants is conducted by the President and CEO, together with officers responsible for departments engaged in disclosure-related operations, employees of those departments, and other officers or employees designated by the President and CEO from time to time based on matters of interest to market participants.
Opinions and feedback obtained through such dialogue will, as necessary, be reported to the Board of Directors and senior management of the Bank to ensure the sharing and effective use of information within the organization.
- Response to third-party communications concerning the Bank
As a general rule, the Bank does not provide individual comments or express opinions on evaluations, performance forecasts, or other information about the Bank disseminated by third parties. However, if such information contains material factual inaccuracies or if false information based on speculation is circulated and the Bank determines that it may significantly impair investors’ ability to make appropriate investment decisions, the Bank may, as necessary, issue a statement to correct such inaccuracies.
