Policy on Constructive Dialogue with Shareholders
(1) Basic Concept
The Dentsu Group Code of Conduct, Dentsu’s CSR basic policy formulated in April 2013 based on ISO 26000, the international standard for CSR, emphasizes the interests of stakeholders, prescribes the elimination of activities and risk of such activities that damage such interests and the disclosure of necessary information in a timely and proper manner in order to prioritize shareholder interests. (For details, see the Dentsu Sustainability Report. URL : http://www.dentsu.com/csr/reports.html)
Based on this concept, the Company is working on enhancing its mid- to long-term corporate value by disclosing various information, such as management strategy, financial information and non-financial information to shareholders and investors in a timely and proper manner and continuously engaging in constructive dialogue with shareholders and investors through IR activities.
(2) IR Advancement Structure
Mainly the CEO, CFO and officers in charge of IR and disclosure participate in dialogue with shareholders and investors. The Company has established an IR section as a special section so that IR activities may effectively function, and the IR section closely cooperates with the corporate strategy division, finance and accounting division, legal division and other relevant sections, as well as with major Group companies. The Company also places a person in charge of IR in London as a point of contact for foreign investors and analysts.
(3) Efforts for Meetings with Shareholders
With respect to individual meetings, under the supervision of officers in charge of IR and disclosure, taking into consideration the attributes of the shareholder and the purpose of the meeting, the Company takes the basic stance of having the CEO, the management, or members of the board (including outside directors) participate.
The Company actively takes opportunities such as roadshows both within and outside of Japan to visit investors individually, overseas conferences in the advertising media sector, and other conferences in and outside of Japan to maximize opportunities for dialogue between shareholders, investors and the management.
The IR section continuously gathers necessary information from Group companies and internal divisions to create materials to disclose and expressions and messages for the website, and aims to enhance meetings with shareholders and investors.
(4) Efforts for Dialogue other than Individual Meetings
The Company positions general meetings of shareholders as a forum for accountability, and engages in efforts to allow shareholders to exercise their voting rights smoothly, as well as efforts for sufficient explanation to shareholders at general meetings of shareholders on the Dentsu Group’s business, management track record, efforts regarding ESG, etc.
The Company also provides proper and thorough information disclosure such as regular earnings presentations and conference calls for analysts and institutional investors, and posting of annual reports and IR documents on the Company’s website.
(5) Feedback within the Company
Opinions and requests from shareholders, investors, and analysts obtained through IR and other activities are gathered by officers in charge of IR and information disclosure, reported to the executive management committee or the board of directors and utilized in discussions for enhancement of corporate value.
(6) Insider Information Control
The Company has established the information control committee to appropriately control insider information and established the rules on appropriate disclosure of information and insider trading, making sure to familiarize all employees and officers with its contents. Additionally, the Company provides a “silent period” during which the Company must withhold dispatching information with respect to financial results to shareholders and investors.
(7) Grasping of Share Ownership Structure
The Company also conducts a survey of its beneficial shareholders periodically and attempts to grasp the share ownership structure.Formulated on December 17, 2015