Re: Did EVERYONE forget..Country Disclosure Guides - Asia: Japan
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Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Re: Did EVERYONE forget..Country Disclosure Guides - Asia: Japan
Regulatory Requirements
1. What is the main regulatory framework covering disclosure?
The Listing Rules of Tokyo Stock Exchange and other market operators as well as Securities and Exchange Law. These, in turn, are overseen by the Financial Services Agency (FSA). The Securities and Exchange Surveillance Commission (SESC) also protects investors and maintains market integrity. The SESC was originally part of the Ministry of Finance (MOF) but now exists as an independent entity under the auspices of the FSA as financial administrative functions were transferred from the MOF to FSA.2. Who are the market regulators and where can questions on disclosure be answered?
Tokyo Stock Exchange
Tel: +81 3 3665 1881
www.tse.or.jp
Financial Services Agency
Tel: +81 3 3506 6000
www.fsa.go.jp
Securities and Exchange Surveillance Commission
Tel: +81 3 3581 7868
www.fsa.go.jp/sesc/
3. What is the minimum amount of information companies have to disclose?
Annual and half yearly reports. Standard material information rules apply. 4. Under what conditions must they publish it - and when?
The Tokyo Stock Exchange Listing Rules go into great detail as to which matters are deemed to be material information and therefore have to be disclosed without delay. These include decisions by the company, such as a merger or capital reduction, plus occurrence of material facts, such as change in major shareholders or natural disasters.5. Are there specific points to which the information has to be sent?
Periodic reports such as annual report and half yearly reports etc. have to be filed with the Ministry of Finance and Tokyo Stock Exchange(TSE). Material corporate information has to be sent to TSE.6. Are there specific ways in which it must be sent?
Material information and reports are sent to Tokyo Stock Exchange using its Timely Disclosure Network (TDnet), which was launched in 1998. The system allows companies to file their information in Portable Document Format (PDFs) and TSE immediately distributes it via its networks.7. Who is responsible for sending it? The companies themselves or do most use an agency?
Companies are responsible for sending the information themselves. Most file the information directly from their finance, corporate communications or legal departments.8. Do most companies have a specific person responsible for investor relations?
A recent survey by the Japanese Investor Relations Association (JIRA) suggests that 87.5% of listed companies conduct investor relations activities with the help of their senior management team. However, only just over a third of companies (35.6%) have investor relations officers or equivalent staff. Tokyo Stock Exchange requires that companies appoint a 'corporate information handling officer' to liaise with the exchange and promote timely disclosure. Foreign companies listed on TSE are also required to appoint an attorney-in-fact in the Tokyo area, whose job it is to fulfil the continuous disclosure requirements on the company's behalf.9. How else do companies send additional information to investors?
Via press releases to newswires and other media, their own distribution lists and corporate web sites. IR web sites have become increasingly popular in recent years but do not count as a dissemination method in their own right. Sources: TSE; TDNet; MoF; FSA; SESC
http://www.disclosureresource.com/bestpractice/as/japan.shtml
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