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343KB
2023 Tokyo Stock Exchange, Inc. Exchange & beyond Action to Implement Management that is Conscious of Cost of Capital and Stock Price March 31, 2023 Document 1 Tokyo Stock Exchange, Inc. ©2023 Tokyo Stock Exchange, Inc. 1 Background and Purpose In Japan’s Corporate Governance Code (Principle 5.2), management with consciousness of cost of capital is mentioned from the perspective that the allocation of resources with sufficient consideration of cost of capital and profitability is important for companies to meet the expectations of investors and other stakeholders and to achieve sustainable growth and enhancement of corporate value over the mid- to long-term. However, approximately half of the listed companies on the Prime Market and 60% in the Standard Market have ROE below 8% and P/B ratios below 1, indicating that there are issues in terms of profitability and growth potential. In response to this, the Council ...
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2023 Tokyo Stock Exchange, Inc. Exchange & beyond Better Dialogue with Shareholders and Related Disclosure March 31, 2023 Tokyo Stock Exchange, Inc. Document 2 ©2023 Tokyo Stock Exchange, Inc. Japan’s Corporate Governance Code states that companies should engage in constructive dialogue with shareholders in order to contribute to sustainable growth and the increase of corporate value over the mid- to long-term (General Principle 5). Specifically, the Code states that "taking the requests and interests of shareholders into consideration, to the extent reasonable, the senior management, directors, including outside directors, and kansayaku, should have a basic position to engage in dialogue with shareholders," and that "the board should establish, approve and disclose policies concerning the measures and organizational structures aimed at promoting constructive dialogue with shareholders" (Principle 5-1). The importance of dialogue with investors has also been reiterated at the "Council of Experts Concerning the Follow-up ...
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2023 Tokyo Stock Exchange, Inc. Exchange & beyond Using "Explain" to Contribute to Constructive Dialogue March 31, 2023 Document 3 Tokyo Stock Exchange, Inc. ©2023 Tokyo Stock Exchange, Inc. 1 Purpose Specific measures mentioned in the Principles of the Corporate Governance Code are common methods (best practices) that may be used to realize the goals and ideas of the Principles. If there are Principles for which a listed company considers it would be inappropriate to comply in light of its individual circumstances, TSE allows instead a full explanation of the reasons for non-compliance (the "comply-or-explain" approach). Note: It has been suggested that in many cases, a proactive explanation is preferable to superficial compliance. (See "Responses to the Corporate Governance Code and Next Steps of the“Council of Experts Concerning the Follow-Up of Japan’s Stewardship Code and Japan’s Corporate Governance Code" (Oct. 10, 2015)") ...
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2023 Japan Exchange Group, Inc., and/or its affiliates October 26, 2023 Tokyo Stock Exchange, Inc. TSE to Publish a List of Companies That Have Disclosed Information Regarding“Action to Implement Management That Is Conscious of Cost of Capital and Stock Price” 2 ©2023 Japan Exchange Group, Inc., and/or its affiliates Future Initiatives Related to“Action to Implement Management That Is Conscious of Cost of Capital and Stock Price” Publish a list of companies that have disclosed information in accordance with the request to inform investors of who is taking action, thereby encouraging companies to make a proactive effort (to be started on January 15, 2024 and updated monthly) . Before publication, listed companies will be reminded of the purpose of the request and points to keep in mind, as well as the fact that the list is to be published (notified to listed companies on October 26, ...
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2024 Japan Exchange Group, Inc., and/or its affiliates Tokyo Stock Exchange, Inc. Listing Department January 15, 2024 Status of Disclosure on“Action to Implement Management that is Conscious of Cost of Capital and Stock Price” (As of the end of December 2023) 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates Disclosed initiatives 40% (660) Disclosure status of “under consideration” 9% (155) No disclosure 51% (841) Disclosed initiatives 12% (191) Disclosure status of “under consideration” 7% (109) No disclosure 81% (1,319) Status of Disclosure on“Action to Implement Management that is Conscious of Cost of Capital and Stock Price” As of December 31, 2023, 49% of Prime Market listed companies (815) and 19% of Standard Market listed companies (300) have disclosed information regarding“Action to Implement Management that is Conscious of Cost of Capital and Stock Price.” (Includes companies with a disclosure status of“under consideration”.)...
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2023 Tokyo Stock Exchange, Inc. Exchange & beyond Summary of Discussions on Measures to Improve the Effectiveness of the Market Restructuring Tokyo Stock Exchange, Inc. January 30, 2023 Items ©2023 Tokyo Stock Exchange, Inc. Ⅰ. Major Policies Ⅱ. Specific Initiatives 1. Clarification of the End Date of Transitional Measures Reference Material a) Raise Awareness and Literacy regarding Cost of Capital and Stock Price b) Improve the Quality of Corporate Governance c) Further Expansion of English Disclosure Practices ・・・・・・・・・・・・・・・・・・・・・・・・・P11 ・・・・・・・・・・・・・・・・・・・・・・・・P2 ・・・・・・・・・・・・・P8 ・・・・P6 ・・P7 ・・・・・・・・・・・P9 ・・・・・・P3 2. Motivate Efforts to Enhance Medium- to Long-term Corporate Value 1 d) Improve the Effectiveness of Dialogue with Investors・・・・・・・・・P10 ©2023 Tokyo Stock Exchange, Inc. Ⅰ. Major Policies In Japan's economy, the lack of a smooth transition of personnel and capital resources to growing areas has led to a prolonged slump in productivity. In order to ensure the sustainable development of the Japanese economy in the future, ...
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2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE’s Future Actions in Response to the Summary of Discussions of the Follow-up Council January 30, 2023 Tokyo Stock Exchange, Inc. ©2023 Tokyo Stock Exchange, Inc. Introduction 1 The purpose of the reorganization of market segments implemented by TSE on April 4, 2022 is to create an environment in which listed companies can take advantage of the characteristics of the three new market segments "Prime Market," "Standard Market," and "Growth Market" to enhance corporate value in each market segment. In order to realize this purpose, and from the perspective of improving the effectiveness of the restructuring, TSE established the "Council of Experts Concerning the Follow-up of Market Restructuring" to discuss this issue from July 2022, and will implement additional measures in the future, based on this summary of Discussions of the Follow-up Council. Specifically, from the ...
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2023 Tokyo Stock Exchange, Inc. Exchange & beyond Analysis of Disclosure in “Basic Policy Regarding Selection of Accounting Standards” Tokyo Stock Exchange, Inc. July 24, 2023 *This English translation is for reference purpose only. ©2023 Tokyo Stock Exchange, Inc. I. Background 1 Jun. 24, 2014“Japan Revitalization Strategy”(Revised in 2014) 4) Promoting of an increase in the number of companies voluntarily adopting IFRS Tokyo Stock Exchange will encourage listed companies to explain to investors their basic views on the selection of accounting standards (for example, whether they are considering adopting IFRS). Jun. 30, 2015“Japan Revitalization Strategy”(Revised in 2015) 4) Further promotion of an increase in the number of companies voluntarily adopting IFRS Listed companies disclose their progress in considering the adoption of IFRS in“Basic Policy Regarding Selection of Accounting Standards”of the financial results. The government will analyze this together with Tokyo Stock Exchange and ...
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2025 Japan Exchange Group, Inc., and/or its affiliates February 4, 2025 Listing Department Tokyo Stock Exchange, Inc. The Investor’s Perspective on Such Matters as Parent-Subsidiary Listings ©2025 Japan Exchange Group, Inc., and/or its affiliates Index Introduction P2 I. Parents P5 1. The Investor’s Perspective on Parents 2. Cases of Misalignment with the Investor’s Perspective II. Subsidiaries P12 1. The Investor’s Perspective on Subsidiaries 2. Cases of Misalignment with the Investor’s Perspective III. Companies that are Quasi-controlling Shareholders and Companies with a Quasi-controlling Shareholder P20 1. The Investor’s Perspective on Companies that are Quasi-controlling Shareholders and Companies with a Quasi-controlling Shareholder 2. Cases of Misalignment with the Investor’s Perspective 3©2025 Japan Exchange Group, Inc., and/or its affiliates Introduction ◆Tokyo Stock Exchange, Inc. (TSE) has been asking listed companies in parent-subsidiary relationships and those in ...
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2025 Japan Exchange Group, Inc., and/or its affiliates (Ref.) Future Follow-Up ⚫Follow-up on the status of disclosures on group management, etc. [Fall 2025] –Confirm the status of disclosures on group management, etc. that take the investor's perspective into account * Not only disclosures by companies in parent-subsidiary relationships, but also disclosures by companies in quasi- controlling/quasi-controlled relationships ⚫Publication of Key Points and Examples of Disclosures on Group Management, etc. [During 2025] –Compile key points of disclosures that take the investor's perspective into account and examples of disclosures that have been well received by investors * Focus on examples that consider and disclose how companies manage their groups in terms of capital efficiency and medium- to long-term improvements in corporate value, as required by TSE's request to take“Action to Implement Management that is Conscious of Cost of Capital and Stock Price.” ⚫Consideration ...
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