Code of Corporate Conduct

The Tokyo Stock Exchange (TSE) has established the Code of Corporate Conduct from the perspective of protecting shareholders and investors and the promotion of fair and sound market operation, and accordingly requests appropriate measures from listed companies as below.

If the TSE deems that a listed company violates a provision regarding the matters to be observed, the TSE may recommend said listed company to take appropriate measures or make a public announcement, etc. to that effect.

Matters to be observed

  • Rule 432. Matters to be Observed for Third-Party Allotment
  • Rule 433. Stock Split, etc.
  • Rule 434. Matters to be Observed Pertaining to Issuance of MSCB, etc.
  • Rule 435. Exercise of Voting Rights in Writing, etc.
  • Rule 436. Framework Improvement to Facilitate Exercise of Voting Rights for Listed Foreign Companies
  • Rule 436-2. Securing Independent Director(s)/Auditor(s)(*)
  • Rule 437. Organs of Listed Domestic Companies(*)
  • Rule 438. Certified Public Accountants, etc.(*)
  • Rule 439. Development of System and Structure Necessary to Ensure Appropriateness of Business(*)
  • Rule 440. Matters to be Observed Pertaining to Introduction of Takeover Defense Measures
  • Rule 441. Matters to be Observed Pertaining to Disclosure of MBO, etc.
  • Rule 441-2. Matters to be Observed Pertaining to Significant Transactions, etc. with Controlling Shareholder
  • Rule 441-3. Audit by a Listed Company Audit Firm, etc.
  • Rule 442. Prohibition of Insider Trading
  • Rule 443. Exclusion of Anti-Social Forces
  • Rule 444. Prohibition of Actions Damaging to the Function of the Secondary Market or Shareholders’ Rights

Matters desired to be observed

  • Rule 445. Efforts, etc. toward the Shift to and Maintenance of the Desired Investment Unit Level
  • Rule 445-2. Efforts, etc. toward Unification of Trading Unit
  • Rule 445-3. Respect for the Principles of Corporate Governance for Listed Companies
  • Rule 445-4. Obligation to strive to secure an independent director
  • Rule 445-5. Preparation of an Environment for the Functioning of Independent Directors/Auditors
  • Rule 445-6. Provision of Information regarding Independent Director(s)/Auditor(s),etc.
  • Rule 446. Framework Improvement to Facilitate Exercise of Voting Rights
  • Rule 447. Documents to be Delivered to Shareholders Owning Stock Without Voting Rights
  • Rule 448 Deleted
  • Rule 449. System Improvement for Prevention of Occurrence of Insider Trading
  • Rule 450. Development of System, etc. for Excluding Anti-Social Forces
  • Rule 451. Development of Systems and Structures to Properly Respond to Changes, etc. in Accounting Standards, etc.
  • Rule 452. Fair Provision of Supplementary Explanatory Materials Related to the Details of Account Settlement

[Securities Listing Regulations, Rule 432-452]

  • Rules 436-2 through 439 shall not apply to JASDAQ Growth-listed companies until the day of an annual general shareholders meeting pertaining to the first business year ending after the day of one(1) year from the listing.
 

For Securities Listing Regulations and Related Rules etc., please refer to the following webpage:

Securities Listing Regulations and Related Rules