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2024 Japan Exchange Group, Inc., and/or its affiliates Considerations Regarding Listing Criteria for the Growth Market March 22, 2024 Tokyo Stock Exchange, Listing Department Document 3 ©2024 Japan Exchange Group, Inc., and/or its affiliates 1 Implementation Status and Future Plans Measure # Encourage the disclosure of“Matters Relating to Business Plans andGrowth Potential”at the time of initial listing, including reasons for listing and the approach to setting the timing of listing and the financing details [Promptly] Encourage companies to disclose their reasons for listing, etc. 1 Makemore effective use of listing consultation for listed companies to consult with TSE directly on questions related to IPOs [in order]. Promote a proper understanding of listing preparation 2 Publish a collection of FAQs on topics that are often misunderstood by companies preparing for listing, such as IPOs of unprofitable companies and M&A prior to IPO, showing the ...
2024 Japan Exchange Group, Inc., and/or its affiliates March 22, 2024 Tokyo Stock Exchange Listing Department Revising the Code of Corporate Conduct Document 2 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates Contents Ⅰ．Overview of the Code of Corporate Conduct・・・P3 Ⅱ．Recent Discussion on Responsibilities of Listed Companies・・・P13 Ⅲ．Recent Trends in Corporate Behavior・・・P18 １．M&As, etc.・・・P18 ２．Appointment of Independent Directors・・・P28 ３．Capital Increases by Third Party Allotment・・・P34 Ⅳ．Items to be Discussed Today・・・・・・P38 3 ©2024 Japan Exchange Group, Inc., and/or its affiliates Ⅰ．Overview of the Code of Corporate Conduct・・・P3 Contents Ⅱ．Recent Discussion on Responsibilities of Listed Companies・・・P13 Ⅲ．Recent Trends in Corporate Behavior・・・P18 １．M&As, etc.・・・P18 ２．Appointment of Independent Directors・・・P28 ３．Capital Increases by Third Party Allotment・・・P34 Ⅳ．Items to be Discussed Today・・・・・・P38 4 ©2024 Japan Exchange Group, Inc., and/or its ...
Minutes of the 15th Council of Experts Concerning the Follow-Up of Market Restructuring Date: Friday, March 22, 2024 1:30 - 3:20 p.m. Place: Tokyo Stock Exchange 15F Conference Room Attendees: See member list (Ms. Okina, Mr. Kanda and Mr. Kumagai were absent) Kikuchi, Director, Listing Department, TSE: Now that the scheduled time has arrived, we will convene the 15th Council of Experts Concerning the Follow- up of Market Restructuring. Thank you very much for your cooperation today. Ms. Okina, Mr. Kanda, and Mr. Kumagai are absent today, and Mr. Nagami is in attendance online. We would now like to begin the meeting. First, let us explain today's agenda. Ikeda, Senior Manager, Listing Department, TSE: Thank you again for your cooperation today. There are three main agenda items today. The first item is about action to implement management that is conscious of cost of capital and stock ...
2024 Japan Exchange Group, Inc., and/or its affiliates Status after Market Restructuring and Future Follow-up Document１ Tokyo Stock Exchange Listing Department May 21, 2024 Contents ©2024 Japan Exchange Group, Inc., and/or its affiliates 1．Introduction 2．Analysis of Current Status 2.1 Transitional Measures Regarding Continued Listing Criteria 2.2 Initiatives to Enhance Corporate Value 2.3 English Disclosure 2.4 Enhancing the Functionality of the Growth Market 3 ©2024 Japan Exchange Group, Inc., and/or its affiliates 1．Introduction 4 ©2024 Japan Exchange Group, Inc., and/or its affiliates In previous Follow-up Council sessions, we discussed and examined various measures to make the market restructuring more effective, and these measures have been implemented by TSE. Clarified the end date of the transitional measures regarding continued listing criteria and provided an opportunity to re-select the Standard Market Implemented measures to encourage companies ...
2024 Japan Exchange Group, Inc., and/or its affiliates Measures to Expand and Improve the Dissemination of Information to Investors in the Growth Market (Draft) May 21, 2024 Listing Department Tokyo Stock Exchange, Inc. Appendix 1 ©2024 Japan Exchange Group, Inc., and/or its affiliates 1 Introduction While companies listed on the GrowthMarket are expected to disclose their business plans to realize their high growth potential and the progress made toward that goal and to proactively make efforts to increase their corporate valuewhile gaining the recognition of investors, investors have pointed out that the companies need to further expand and improve their disseminationof information. Issues ThatWere Brought Up Companies should proactively disseminate the purpose of (i.e., how they intend to use) their IPOs in achieving their post-listing growth strategies. After listing, companies should use briefings, individual meetings, and the like to proactively disseminate how their ...
2024 Japan Exchange Group, Inc., and/or its affiliates May 21, 2024 Tokyo Stock Exchange Listing Department Revising the Code of Corporate Conduct (Supplementary Materials to Previous Council) Document 2 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates ⚫Today, we will report on our additional analysis. ⚫We would like for the Council to comprehensively discuss the provisions in the Matters to be Observed, including potential specific action with regards to MBOs and subsidiary conversions, from the next meeting. ➢Please let us know any comments or suggestions you may have about the content of the analysis and how to proceed. Discussion at Previous Council and Way Forward ⚫At the previous Council, we received the following comments on conducting an overall review of the Code of Corporate Conduct in light of changes in the external environment since its establishment in 2007. ➢Matters to be Observed should be prioritized for consideration. ➢...
Minutes of the 16th Council of Experts Concerning the Follow-Up of Market Restructuring Date: Tuesday, May 21, 2024 1:00 - 2:30 p.m. Place: Tokyo Stock Exchange 15F Conference Room Attendees: See member list Watanabe, Director, Listing Department, TSE: We will now convene the 16th Council of Experts Concerning the Follow-up of Market Restructuring. Mr. Uchida, Advisor to MITSUI & CO., LTD., joins us from today as a member. Mr. Uchida, thank you for your help. On the TSE side, I, Watanabe, will be chairing this meeting in place of my predecessor, Mr. Kikuchi. Mr. Kumagai and observer Mr. Kameyama from the Ministry of Economy, Trade and Industry, METI, are in attendance online today. Now, we would like to begin the meeting. First, let us explain today's agenda. Ikeda, Senior Manager, Listing Department, TSE: Thank you again for your cooperation today. There are two main agenda items ...
2024 Japan Exchange Group, Inc., and/or its affiliates Document１ August 19, 2024 Tokyo Stock Exchange Listing Department Status Update and Future TSE Initiatives (Provisional) Regarding“Action to Implement Management that is Conscious of Cost of Capital and Stock Price” Contents ©2024 Japan Exchange Group, Inc., and/or its affiliates 1. First Year Review and Future Policy (Provisional) 2. Listed Company Action Status 3. Interviews with Investors, etc. 4. Future TSE Initiatives (Provisional) Appendix 3 ©2024 Japan Exchange Group, Inc., and/or its affiliates 1. First Year Review and Future Policy (Provisional) 4 ©2024 Japan Exchange Group, Inc., and/or its affiliates First Year Review and Future Policy (Provisional) ◆While many listed companies have begun to disclose their initiatives, it will take some time before their efforts actually improve medium- to long- term corporate value, as the reform is still in progress. ◆TSE aims to create a market where listed ...
2024 Japan Exchange Group, Inc., and/or its affiliates Revising the Code of Corporate Conduct on MBOs and Subsidiary Conversions August 19, 2024 Tokyo Stock Exchange Listing Department Document 2 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates ⚫At the previous meetings, we received the following comments when discussing how the Code of Corporate Conduct should look in relation to MBOs and conversions of listed subsidiaries into wholly owned subsidiaries by controlling shareholders (hereinafter referred to as "subsidiary conversions"). ✓With the demand for“Action to Implement Management that is Conscious of Cost of Capital and Stock Price,”MBOs and subsidiary conversions are expected to increase further, and the need for additional measures to ensure the interests of general shareholders should be considered promptly. ✓As a prerequisite for consideration, it should be clarified what issues need to be addressed to properly ensure the interests of general shareholders in light ...
2024 Japan Exchange Group, Inc., and/or its affiliates Opinions Received from Market Participants - Results of Interviews - Appendix 1 August 19, 2024 Tokyo Stock Exchange Listing Department 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates General Comments (1) Developments in practice after the Fair M&A Guidelines •From a general perspective, procedures based on the Fair M&A Guidelines are being appropriately considered. My impression is that aspects such as the perceptions of the members of special committees are changing definitively in light of recent precedent. (Legal advisor) •Companies receiving offers are conducting discussions with an awareness of how the market and shareholders will react after the announcement, and the outside directors who are members of special committees are acting as a bulwark to a certain extent. (Financial advisor) •Especially with the independent director governance function for normal times gradually improving, the perceptions of members of special committees, ...