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Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies

The Tokyo Stock Exchange ("TSE") established a study group with the participation of academic experts, listed companies and investors to discuss issues suggested by recent cases involving listed companies*1 with shareholders with substantial control*2, how to coordinate interests between controlling shareholders and minority shareholders of dependent listed companies, and the framework for protecting minority shareholders.

referred to as "dependent listed companies"
referred to as "controlling shareholders"

Outline of Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies

Outline of Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (including Members) (as of January 6th, 2023)

Summary of the Study Group’s Discussions

Summary Materials Based on Study Group’s Discussions (December 26, 2023)

In December 2023, TSE compiled the following two points based on discussions to date at “Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies”:

Enhancement of Information Disclosure on Protection of Minority Shareholders and Group Management
Roles Expected of Independent Directors in Listed Companies with Controlling/Quasi-controlling Shareholder

Enhancement of Information Disclosure on Protection of Minority Shareholders and Group Management
Sample Disclosures (in Japanese only)

This report summarizes the key points regarding information disclosure on protection of minority shareholders and group management in corporate governance reports for listed companies that have parent-subsidiary relationships or affiliated/other affiliated company relationships, as matters that investors expect to be disclosed.
In addition, examples of corporate governance reports of each company are also included for reference. Currently, only the Japanese version of the report is available.We are planning to release an English version.

Roles Expected of Independent Directors in Listed Companies with Controlling/Quasi-controlling Shareholder

This document presents an explanation of the roles of independent directors in protecting the interests of minority shareholders of listed companies with a controlling or quasi-controlling shareholder, including examples of specific situations.

Interim Report

On September 1st, 2020, the "Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies" and TSE published the Interim Report (Japanese). Here attached is the English referential translation published on October 20th, 2020.

Interim Report
Interim Report (Summary)

Minutes and Materials (2nd Phase)

The First Council on January 6, 2023

Document 1 Agenda
Document 2 List of members
Document 3 TSE Explanatory Material
Minutes

The Second Council on March 22, 2023

Document 1 Agenda
Document 2 TSE Explanatory Material
Document 3 TSE Reference Material
Minutes

The Third Council on May 19, 2023

Document 1 Agenda
Document 2 TSE Explanatory Material
Minutes

The Fourth Council on August 21, 2023

Document 1 Agenda
Document 2 TSE Explanatory Material
Minutes

The Fifth Council on November 20, 2023

Document 1 Agenda
Document 2 TSE Explanatory Material
Document 5 Improvements to Listing Rules to Protect Minority Shareholders
Minutes

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Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies