English-language Disclosure System for Foreign Companies
English-language Disclosure System
Issuers of securities are required under the Financial Instruments and Exchange Act (hereinafter "the Act") to submit Securities Registration Statements, Securities Reports, and other disclosure documents. The English-language disclosure system allows foreign companies, etc. to submit English documents (limited to those which are actually disclosed in a foreign country according to its laws and regulations) in place of the above documents if these English documents are deemed not inadequate in consideration of the public interest and investor protection.
If a foreign company, etc. submits these English documents (including those required as supplementary documents), the company shall be deemed as having submitted Securities Registration Statements, Securities Reports, and other disclosure documents and the submission shall also have legally equivalent effect.
This English-language disclosure system was introduced in 2005 when the Securities and Exchange Act (the precedent to the Act) was amended. Following a gradual expansion of its scope, the system currently applies to almost all documents submitted by foreign companies, etc. issuing securities under the Act.
(note)
- ･For an overview of the English-language disclosure system, please refer to "Creation Guidelines for Foreign Company Reports, etc. (ver. 1.5) Chapter 1 (Outline of English-language Disclosure System) (released May 14, 2012) " compiled by the Research Group on Creation Guidelines for Foreign Company Reports (PDF file in the section at the bottom of this page).
Listed Foreign Companies conducting English Disclosure
The following is a list of listed foreign companies conducting English disclosure. Please note that the listed companies below mainly conduct disclosure of documents disclosed under the Act in English.
No corresponding information
Research Group on Creation Guidelines for Foreign Company Report, etc.
The English-language disclosure system was revised in the 2011 amendment to the Act with a view to creating an environment to attract foreign companies to the Japanese market, thereby providing greater investment opportunities. Amongst others, such amendment expanded the scope of the system to cover disclosure for securities issuance.
Under the English-language disclosure system, a summary (translation in Japanese) of "matters specified by the Cabinet Office Ordinance which are necessary and appropriate in view of the public interest and investor protection" is required as a supplementary document to foreign company registration statements and foreign company reports, etc. TSE considers presenting samples of supplementary documents to be created in order to encourage the use of the system.
The research group examines creation guidelines and its samples of supplementary documents pertaining to the English-language disclosure system. Research group consist of legal professionals (agents in Japan), securities companies, exchanges, Financial Services Agency, Kanto Regional Finance Bureau, and Japan Securities Dealers Association (joint secretariats: TSE and JSDA).
From the perspective of encouraging use of the English-language disclosure system, the research group compiled the "Creation Guidelines for Foreign Company Reports, etc." to provide guidance on how to create supplementary documents including translations of summaries in Japanese, and how to use the English-language disclosure system in daily operations.
(note)
- ･"It shall be noted that 'Japanese translation of a summary', 'non-described items prepared in Japanese or English', and 'a comparison table for issuer information and descried items in a Foreign Company Registration Statement which correspond to the non-described items' may be prepared in accordance with the creation guidelines jointly prepared and publicized by TSE and Japan Securities Dealers Association". The "Creation Guidelines for Foreign Company Reports, etc." correspond to such creation guidelines in the guidelines for English disclosure.
- ･Currently, the creation guidelines below only apply to companies conducting disclosure in the U.S. but its scope is scheduled to expand in future.
| [English] Creation Guidelines for Foreign Company Reports, etc. (ver. 1.5) Chapter 1 (Outline of English-language Disclosure System) (released May 14, 2012) |
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| [Japanese] Creation Guidelines for Foreign Company Reports, etc. (ver. 1.5) (released March 30, 2012) |
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Contact
Tokyo Stock Exchange, Inc. Listing Department, Planning & Coordination, Listed Company Services
TEL:+81-3-3666-0141(Switchboard)
Japan Securities Dealers Association Bonds & Financial Products Division
TEL:-
E-mail:gaikoku@wan.jsda.or.jp
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