Timely disclosure(Kijikaiji) is for the purpose of forming fair stock prices and protecting investors.Stock exchangeToListingCompany (hereinafter, "Listed company") Means" disclosure of important company information "that is obligatory.

Incidentally,Tokyo Stock ExchangeHas led the timely disclosure system, so this paper mainly refers to the Tokyo Stock Exchange.

Significance

Because investors invest at their own risk,Stock exchangeIn order to make full use of the functions of, the securities market should be used as an investment decision material.ListingHas beenstockImportant about etc.About Us Timely and appropriateMust be provided to.

Company lawThen, company information will be disclosed by public notices such as financial statements and registrations.Also,Financial Instruments and Exchange ActSo called statutory disclosureSecurities report-Quarterly report-Extraordinary reportSubmission of documents such asListed companyAnd someLtd.However, under the ever-changing economic conditions, it is considered insufficient to use only statutory disclosure as an investment decision material, and the statutory system changes the mobility, etc. From the perspective of compensating, the significance of bridging the legal disclosure gapTimely disclosureIt is said that its importance is increasing.

As an example of bridging the legal disclosure gapQuarterly resultsThe system can be mentioned.Quarterly resultsThe system was started on a trial basis prior to the legal system under the self-regulation of the securities market, and after a certain period of time,Financial Instruments and Exchange ActIt was legalized in.In this way, the function as a cushion for legalization alsoStock exchangeIt can be said that it is responsible for the self-regulation of.As a similar case,Confirmation regarding the appropriateness of securities reports, etc.When,Financial Instruments and Exchange Act OfConfirmationIs mentioned.

The so-called laws and regulations of the Companies Act and the Financial Instruments and Exchange Act are sometimes called "hard low", and the self-regulation of stock exchanges is sometimes called "soft law". This is the flexibility of the self-regulation of stock exchanges. It can be said that it is a term that expresses elasticity, mobility, etc.

History

The following isTokyo Stock ExchangeThings.

• 1974June: "Request for timely disclosure of company information (June 6, 1974, TSE Administration No. 6)" was notified to listed companies.
• 1989February 4:Securities Trading LawInInsider trading(Insider trading) Regulations are stipulated and implemented.
• 1999September: Timely disclosure of company information "Requests" became "rules". Enforced as "Rules for Timely Disclosure of Company Information of Listed Securities Issuers (Timely Disclosure Rules)".
• 2006April 6: "Listing system comprehensive maintenance program (PDF) Is announced, and the disclosure content regarding share exchanges, stock transfers, mergers, and company splits will be enhanced, and the disclosure content regarding share, stock acquisition rights, advantageous issuance of corporate bonds with stock acquisition rights, and MSCB issuance will be revised. Become.
• 2007April 4: "Listing system comprehensive maintenance program 2007 (PDF) Will be announced, and the revision of the financial statements based on the disclosure of MSCB, etc. and the capital increase through third-party allotment and the quarterly report system under the Financial Instruments and Exchange Act will be revised.
• 2007November: Full revision of "Securities Listing Regulations" (Timely Disclosure Regulations are incorporated into Securities Listing Regulations).
• 2008May 5: As a follow-up to the listing system comprehensive maintenance program 27, "About correspondence of 2008 listing system comprehensive maintenance (PDF) Will be announced, and a request for disclosure of company information that is important on a consolidated basis and a request for active disclosure of information that does not formally meet the disclosure requirements but is substantially important information will be made.
• 2009April 9: "Implementation plan for listing system development 2009 (PDF) Will be announced, and disclosure, etc. in the submission of an internal control report stating that the minimum timely disclosure items will be clarified, important defects or evaluation results will not be expressed will be matters to be revised.
• 2009October 10: Requested listed companies to announce the results of exercising voting rights at a general meeting of shareholders.
• 2009April 12: "Progress of Listing System Development Implementation Plan 2009 (Matters to be implemented promptly) (PDF) Is announced, and in addition to disclosure in the submission of an internal control report stating that the minimum timely disclosure items are clarified, important defects or evaluation results are not expressed, the status of corporate governance in the corporate governance report Clarification and submission of disclosure is required.
• 2010April 6: "Regarding partial revision of securities listing rules, etc. based on "Review of timely disclosure of quarterly financial results, establishment of listing system based on voluntary application of IFRS, etc." (PDF) Was announced, and in addition to reviewing quarterly financial results based on the "Execution Plan for Listing System Development 2009", in principle, the minor standards for timely disclosure will be consolidated, and the affidavit system for timely disclosure will be changed. It was enforced.

What is company information?

Timely disclosureThe company information that is required is information on the business, operation, performance, etc. of the company that has an important influence on the investment decisions of investors.Company information is "Listed companyInformation about ","subsidiaryInformation about "and"Unlisted OfParent companyEach of the "information about" is divided into "decision facts, occurrence facts, and settlement information".

What does "influence investment decisions" mean?

Affecting investment decisions means "affecting (changing) stock prices."However, the stock price has a popularity voting aspect, and the stock price formation may have already been factored in based on the judgment based on the existing disclosure information, etc., so "there is a high possibility that it will affect the stock price." It may be more appropriate to think that.

What is "timely / appropriate"?

Timely / appropriate is a key element of timely disclosure, and when these are satisfied, appropriate stock price formation and market fairness are guaranteed.

• Timely

Immediateness: When the company makes a decision, when the company recognizes the facts

• Appropriate (fair)

Universality: There should be no bias in the method or content provided

Clarity: Expressions should not be misleading

Accuracy: Necessary and sufficient according to the actual situation

Formalism: Backed by the company

Structure of company information

The company information provided by the stock exchange mainly consists of the following.

1. Insider tradingImportant regulatory facts (Financial Instruments and Exchange ActArticles 166/167, 28/28-2 / 29/29-2)
2. Extraordinary reportFacts that must be submitted (Financial Instruments and Exchange ActArticles 24-5 and 19)
3. In addition to the above, useful materials for investment decisions (Articles of IncorporationChange etc.)

In addition, when there is news etc. about company information that is obliged to discloseStock exchangeWhen we deem it necessaryStock exchange Listed companyIt is possible to make an inquiry to, and disclosure can be requested depending on the inquiry result.

Disclosure criteria

Disclosure standards for company information are composed of multiple elements.

Classification by developmental process

Information type: It is classified into the following three types according to the information generation process.

1. Decision fact:board of directors,Executive Committee·andCEOSelf-determined ones such as resolutions / decisions by etc. (internal factors / autonomous factors)
   • Issuance of new shares,merger-Company split-Stock exchangeetc,Dissolution,Treasury stockGet andFixed assetTransfer / transfer, etc.
2. Facts of occurrence: Disasters, incidents, accidents, proceedings, administrative sanctions, etc. that occurred regardless of one's will (external factors / heteronomous factors)
   • Proceedings, administrative sanctions, damage caused by disasters, damage caused in the process of business execution, facts that cause delisting, etc.
3. Financial information:
   • Financial statements,Revised earnings forecastandRevised dividend forecastWait

Classification by impact on business performance

Minor criteria: It is classified into the following three according to the content.For both listed companies and subsidiaries, the figures of the financial statements of the corporate group (consolidated financial statements) are referred to to make a judgment based on minor standards.However, for listed companies, if it falls under important facts under insider trading regulations, the figures in the financial statements of listed companies will be referred to. (Until June 3, 2010, listed companies were supposed to refer to the figures in the financial statements of listed companies uniformly.)

1. No minor standards: Must be disclosed.
2. There are minor standards:Financial statementsIf any of the "minor standards" calculated based on the information in the above are met, disclosure must be made (= disclosure is not required only if not all of them are met).Among those used as minor standards, the typical ones are as follows.
   • Sales Criteria: For example, when sales increase or decrease by 10% or more due to the fact.
   • Asset standard: When the net assets increase or decrease by 3% or more due to the fact. (There is also an increase / decrease of 30% or more.)
   • Profit standard: Ordinary income or net income increases or decreases by 30% or more due to this fact.
3. Voluntary disclosure, etc .: Disclosure voluntarily made by the company regardless of minor standards.It is called PR information.News agencyThere is also a means of being transmitted only to.

Classification by source

Disclosure standards differ depending on the source of company information.

1. Listed company : Listed companyDisclosure criteria are determined based on the financial statements for the final fiscal year of.
2. subsidiary: Disclosure criteria are determined based on the consolidated financial statements of the listed company group for the final fiscal year.
3. UnlistedParent company : Parent companyIs domestic or foreignFinancial instruments exchangeIf it is not listed on the stock exchange, disclosure of matters related to the unlisted parent company is obligatory.

Company information required to be disclosed

• Information on listed companies, information on subsidiaries, and information on unlisted parent companies, etc. are listed in Table 3 as company information that is required to be disclosed.At the end of each, there is "Other-Important matters / facts regarding the operation, business, or property of the company or the listed stock certificates, etc.", which are called.It should be noted that there are similar important facts regarding insider trading regulations, and that "it is not necessary to disclose only those listed."However, what is different from the important facts regarding insider trading regulations is that some minor standards are set.
• A well-known important fact is that, as a result of a trial, information on side effects of drugs is considered to be an important fact in insider trading regulations, and it can be said that it corresponds to a fact that should be disclosed in a timely manner under the current system.In addition, although issuance of corporate bonds is usually not considered to be a significant fact, it may be a significant fact if it is issued on a scale that significantly fluctuates the D / E ratio. Will be done.In addition, it is considered that important facts may be applicable when the treasury stock of 10% or more of the total number of issued shares is canceled or when a request for purchase of counter-shareholders is received.

Contents that should be disclosed in common

• In December 2009, the contents that should be disclosed in common in principle were clarified as follows. (Securities Listing Regulations Enforcement Regulations Article 12-402)
  1. "Reason" for the listed company to decide the decision fact or "Background" for the occurrence fact
  2. "Summary" of decision facts or occurrence facts
  3. "Future outlook" regarding the facts of decision or occurrence
  4. Other matters that the Tokyo Stock Exchange deems important in investor investment decisions

• Even before the above contents were clarified, an example of the disclosure format has been published as a file.
  1. Listed company decision facts
  2. Facts of listed companies
  3. Style examples other than the above
  4. Procedure for preparing financial statements (PDF)

Information on listed companies

(* 1)There are minor standards

(* 2)Insider tradingSince it is an important regulatory fact (Financial Instruments and Exchange Act), the individual settlement figures of listed companies are also a factor in determining the obligation to disclose.

(* 3)Insider tradingSince it is an important regulatory fact (Financial Instruments and Exchange Law Enforcement Ordinance), the individual settlement figures of listed companies are also a factor in determining the obligation to disclose.

(* 4)Extraordinary reportFacts that must be submitted

Information about subsidiaries

(* 1)There are minor standards

(* 2)Insider tradingImportant regulatory facts (Financial Instruments and Exchange Act)

(* 3)Insider tradingImportant regulatory facts (Financial Instruments and Exchange Law Enforcement Ordinance)

(* 4)Extraordinary reportFacts that must be submitted

Information on unlisted parent companies, etc.

(* 1)There are minor standards

Disposition for improper disclosure

Traditionally, sanctions such as oral caution and submission of improvement reports have been taken when there is inappropriate disclosure.However, in response to the rampant fraud in the information disclosure of listed companies in general, "Oath"System" and "Confirmation system regarding the appropriateness of securities reports, etc." have been started.Furthermore, when the exchange finds that it has damaged the trust of shareholders and investors in the market, it is possible to demand a listing contract penalty. (The history book was abolished due to the system change)

disposal

1. Oral attention disposition
   • Precautions to be taken when the degree of improper disclosure is the slightest.The number of oral caution dispositions has been aggregated and published as statistical data.
2. Improvement report
   • If it is recognized that there is a high need for improvement due to improper disclosure, the listed company is required to submit a report (hereinafter referred to as "improvement report") that describes the circumstances and improvement measures.For listed companies that have submitted improvement reports, the company name, etc. will be announced.
3. Disclosure caution issue designation
   • If the listed company that made the improper disclosure does not promptly submit the improvement report, the stock exchange will designate it as a stock to be disclosed and announce it.
4. Special attention market stocks
   • If a listed company violates a contract with a stock exchange, the stock exchange can designate the listed company as a special caution market issue because it is highly necessary to improve its internal control system.The designated listed company must submit a confirmation of internal control system.
5. Listing contract penalty
   • A listed company concludes a contract with a stock exchange at the time of listing and promises to comply with the rules and regulations established by the stock exchange.In the past, even if a listed company violated the contract, social sanctions would be imposed, but stock exchanges can now charge penalties.Listed companies designated as special caution market stocks are required at the same time as the designation.The amount of penalty depends on the degree.
6. Delisted
   • In the event of a serious violation of the matters sworn in the affidavit relating to timely disclosure, the listing will be delisted as a disposition for violating the listing contract.

Abolished disposal

1. History
   • Documents that are more serious than oral cautionary dispositions for improper disclosure, but are required to be submitted when the improvement report is not required to be submitted.Due to the rule change, it was abolished because it was absorbed and integrated into the improvement report.

Responses of listed companies required to prevent improper disclosure

current

Confirmation of compliance with exchange rules

Documents that are required to be submitted by representatives of companies that list stocks, etc., according to the revised securities listing regulations that came into effect on June 2010, 6.

Documents to be submitted and items to be stated

Confirmation of compliance with exchange rules

• The following fixed phrase is prepared in advance, and it is completed by entering the company name in it and signing and stamping it by the representative (president, CEO, etc.). (Same as the affidavit for timely disclosure of the predecessor)
  • I confirm that the Company has accepted the following matters stipulated by the Tokyo Stock Exchange, Inc. (hereinafter referred to as the "Exchange") regarding the listing of the issued share certificates.
    1. Of the business rules that are currently enacted by the exchange and that may be enacted or amended in the future, securities listing rules, other rules, and rules regarding their handling (hereinafter referred to as "rules, etc."), the Company and its listing. Comply with all the rules applicable to our stock certificates (hereinafter referred to as "listed stock certificates").
    2. Follow the delisting, trading suspension and other measures of listed stock certificates by the exchange based on various rules.

Obligation to submit

1. When listing newly
2. When there is a change of representative

Abolished

Affidavit for timely disclosure

Listed companies, whose representatives are fully aware that the timely and appropriate disclosure of company information to investors is the basis of a sound securities market, are always prompt and accurate from the investor's point of view. "Affidavit" that swears that we will take a sincere attitude to strive for sincere business execution such as thorough disclosure of company information, and "Affidavit" that describes the status of the internal system related to timely disclosure as an attached document. Submission of "Timely Disclosure System Summary" is required.The affidavit system was started in 2005, but in 2010, one of the obligations to submit, "when five years have passed since the last submission," was reached for the first time, so at a listed company where no representative was changed. Has also been reviewed.
On the other hand, due to the system change in 2010, the affidavit for timely disclosure will be the confirmation letter regarding compliance with exchange rules, and the timely disclosure system summary will be the content of the corporate governance report. The system has come to an end.

Documents to be submitted and items to be stated

1. Affidavit for timely disclosure
   • The following fixed phrase is prepared in advance, and it is completed by entering the company name in it and signing and stamping it by the representative (president, CEO, etc.).
     • (Company name) is fully aware that the timely and appropriate disclosure of company information to investors is the basis of a sound financial product market, and is always prompt, accurate and accurate from the investor's point of view. We hereby pledge to take a sincere stance on the timely and appropriate provision of company information to investors, such as by striving to enhance the internal system described in the attached documents so that fair disclosure of company information can be carried out appropriately.
2. Timely disclosure system summary
   • There is no fixed phrase like an affidavit, and the guidelines describe it based on the matters introduced as points for establishing a timely disclosure system.However, it is not necessary to cover all the items mechanically, and it is sufficient to describe the "outline" of the timely disclosure system with sharpness.The points of establishing a timely disclosure system are as follows.
   1. Matters to be considered when establishing a system to execute timely disclosure work
      1. Dissemination and enlightenment of management attitudes and policies
         1. Clarification of management attitude and policy
         2. Dissemination and enlightenment of management attitudes and policies
         3. Practice of attitude and policy by management
         4. Corporate governance considering the relationship with the timely disclosure system
      2. Recognition and analysis of characteristics and risks related to timely disclosure of the company
         1. Recognition and analysis of the company's characteristics regarding timely disclosure
         2. Recognition and analysis of risks related to timely disclosure and matters that cause them
   2. System to execute timely disclosure work
      1. Development of disclosure organization
         1. Development of the department in charge of disclosure
         2. Company-wide response system
         3. Disclosure education
         4. Scope of system development
      2. Development of timely discovery procedures
         1. Discovery and disclosure process
         2. Types of information to be disclosed
         3. Thorough dissemination of the procedures in-house
         4. Key points of timely discovery
            1. Information gathering process
               1. Promptness: Promptly collect information to be disclosed in a timely manner
               2. Comprehensiveness: Comprehensive collection of information that should be disclosed in a timely manner
               3. Timeliness: Manage disclosure operations so that information that should be disclosed in a timely manner can be disclosed in a timely manner.
            2. Analysis / judgment process
               1. Legality: Conduct timely disclosure operations in compliance with related laws and regulations, securities listing rules, etc.
               2. Accuracy: Ensure the accuracy of information to be disclosed in a timely manner
               3. Formalism: In addition to the accuracy and legality of the information, the company will make official approvals and decisions after confirming the sufficiency and clarity of the disclosed materials.
            3. Publication process
               1. Fairness: Consider fairness when publishing disclosed materials
               2. Aggression: Actively respond to the publication of disclosed materials
         5. Relevance to other internal procedures that are closely related to timely discovery
      3. Maintenance of monitoring for timely disclosure system
         1. Monitoring by internal audit department, etc.
         2. Monitoring by Audit & Supervisory Board Members or Audit Committee
      4. Timely disclosure system overview diagram

Obligation to submit

• Oath

1. When listing newly
2. When there is a change of representative
3. When 5 years have passed since the last submission

• Timely disclosure system summary

1. When listing newly
2. When there is a change of representative
3. When 5 years have passed since the last submission
4. When the internal system for timely disclosure changes

Disclosure location

• The affidavit and timely disclosure system summary will be available for public inspection on the stock exchange website.

Related Documents

• Guidance for establishing a timely disclosure system and points to note when writing an affidavit (PDF)
• Fact-finding report on the status of measures taken by companies listed on the Tokyo Stock Exchange to establish a timely disclosure system (PDF)

Confirmation regarding the appropriateness of securities reports, etc.

Listed companySecurities reportandSemi-annual reportabout,Listed companyA document stating that the representative of the company recognizes that there is no false statement and the reason for it.Securities reportIt is required to submit a confirmation letter regarding the appropriateness of the above.

Obligation to submit

• Securities reportConfirmation regarding the appropriateness of
  • Securities reportorSemi-annual reportWhen submitting

It was a voluntary submission under the old Securities and Exchange LawConfirmationIf you submitSecurities reportIt was not necessary to submit a confirmation letter regarding the appropriateness of such items.Therefore, this system is optional.ConfirmationIt can be said that it was for a listed company that did not submit.
Financial Instruments and Exchange ActIs enforcedQuarterly reportSystemInternal control reportWith the systemConfirmationWith the mandatory submission of the system, "Securities reportIt is virtually unnecessary to submit a "confirmation letter regarding the appropriateness of such items".

Disclosure location

• Securities reportConfirmations regarding the appropriateness of such items will be made available for public inspection on the website of the stock exchange.

Handling on the stock exchange

Ground rules

• Tokyo Stock Exchange : Securities listing rules (PDF) andSecurities Listing Regulations Enforcement Regulations (Enforced on November 2007, 11, Completely Revised) (PDF)
• Nagoya Stock Exchange : Regulations on Timely Disclosure of Company Information of Listed Securities Issuers (established on July 1971, 7) (PDF)
• Sapporo Stock Exchange : Regulations on Timely Disclosure of Disclosure Information of Listed Securities Issuers (established on July 1971, 7) (PDF)
• Fukuoka Stock Exchange : Regulations on Timely Disclosure of Company Information of Listed Securities Issuers (established on July 1971, 7) (PDF)

Disclosure system

TDnet

• TDnetA listed company has a system called (TD Net)Timely disclosureAfter registering the (should) company information and exchanging information with the person in charge of disclosure regarding confirmation of the content, format, etc.Stock exchangeIt will be disclosed on the website of.
• TDnetIt is,Tokyo Stock ExchangeDeveloped and introduced, thenNagoya Stock ExchangeAnd otherStock exchangeShowed the same movement, finally from December 2005Osaka Stock ExchangeAlsoAdopt TDnetIt is said that this contributed to improving the convenience of investors' information acquisition and reducing the administrative burden on the listed companies.
• EDINETでXBRLWith the adoption ofTDnetAlso inXBRLIt is said that the financial statements prepared in (XNUMX) are required to be the contents of the settlement unit, and as a result, the work of preparing the financial statements has been streamlined.ButXBRLDue to the introduction, a temporary burden was incurred.

ED-NET

• Long time agoOsaka Stock ExchangeIs a unique systemED-NETOperates (ED Net) andOSEFor listed companiesTimely disclosureThe company information to be (should) be registered.ED-NETI was able to browse atOSEOnly information on listed companies.

EDINET

• EDINET(EDINET)Financial Services AgencyOperated byFinancial Instruments and Exchange ActA system in which so-called statutory disclosure documents based on the above are provided for public inspection.Timely disclosureAlthough not directly related toDisclosureThere is a correlation in terms of.TDnetIt is said that it is easier to make more appropriate investment decisions when used in combination with the disclosed information.

Timely disclosure information browsing service

• Tokyo Stock Exchange
• Osaka Stock Exchange
• Nagoya Stock Exchange
• Sapporo Stock Exchange
• Fukuoka Stock Exchange
• JASDAQ Stock Exchange

In the end, both are the sameTimely disclosure information browsing serviceIt is designed to lead to.

Relation

• Financial statements
• Revised earnings forecast
• Going Concern Assumption
• Securities and Exchange Surveillance Committee
• XBRL

外部 リンク

• Overview of the Tokyo Stock Exchange Timely Disclosure System
• Overview of Timely Disclosure on the Osaka Securities Exchange
• Company Information Timely Disclosure Guidebook 2009 Edition