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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 ...
Secret ©2023 Japan Exchange Group, Inc., and/or its affiliates November 20, 2023 Tokyo Stock Exchange, Inc. TSE Explanatory Material Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (Second Phase, Fifth Meeting) Document 2 Secret 2 ©2023 Japan Exchange Group, Inc., and/or its affiliates Initiatives for Minority Shareholder Protection Based on Past Discussions of This Study Group Enhancement of Information Disclosure Explanation of “Roles Expected of Independent Directors” ◆Continue to consider the development of listing rules necessary for the protection of minority shareholders (to be discussed again by the study group after research by TSE). ➢Ensuring the independence of independent directors ➢Procedural restrictions on transactions/activities that pose a risk of conflicts of interest ➢Rules for listed parent companies etc. ⇒Document 5 Consideration of Improvements to Listing Rules ◆Present an explanation of the roles expected of independent directors from the perspective of...
Secret ©2023 Japan Exchange Group, Inc., and/or its affiliates November 20, 2023 Tokyo Stock Exchange, Inc. Improvements to Listing Rules to Protect Minority Shareholders Document 5 2 ©2023 Japan Exchange Group, Inc., and/or its affiliates Improvements to Listing Rules to Protect Minority Shareholders ◼At the study group so far, TSE has received various opinions on possible measures to improve the listing rules for the protection of minority shareholders, as well as their necessity and related challenges. ⇒Given that protecting minority shareholders will require a combination of multiple measures across the entire system, TSE will continue to study what improvements to the listing rules will be necessary. (The study group will discuss this again once TSE has put together its research.) Item Revision of rules targeting controlling shareholders Extension of scope of rules to cover quasi-controlling shareholders Ensuring the independence of independent directors •Addition of independence standard (absence ...
2024 Japan Exchange Group, Inc., and/or its affiliates Tokyo Stock Exchange, Inc. Listing Department Enhancement of Information Disclosure on Protection of Minority Shareholders and Group Management December 26, 2023 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates Investors have pointed out that many listed companies with parent-subsidiary relationships or equity method affiliations* currently do not adequately disclose information on the protection of minority shareholders and group management, even though such information is important for investment decisions . In light of these observations, this document presents specific points for disclosure on the protection of minority shareholders and group management in the Corporate Governance Report (CG Report) as items that investors expect companies to disclose. This list of disclosure points is aimed at enhancing voluntary disclosure by listed companies and is not intended to mandate the disclosure of specific items . However, we hope that listed companies (...
2023 Japan Exchange Group, Inc., and/or its affiliates 東京証券取引所上場部少数株主保護及びグループ経営に関する開⽰例 2023年12月26日 2 ©2023 Japan Exchange Group, Inc., and/or its affiliates 本資料は、少数株主保護及びグループ経営に関する事項の開⽰について、上場会社が開⽰しているコーポレート・ガバナンス報告書から、参考となると考えられる記載例を取りまとめたものです。 各社において開⽰内容をご検討...
2024 Japan Exchange Group, Inc., and/or its affiliates Roles Expected of Independent Directors in Listed Companies with Controlling/Quasi-controlling Shareholder Tokyo Stock Exchange, Inc. Listing Department December 26, 2023 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates Purpose of This Document (1) This document presents an explanation of the roles of independent directors that are unique to listed companies with a controlling or quasi-controlling shareholder, including examples of specific situations. This document covers not only listed companies with a controlling shareholder that holds a majority of voting rights, but also listed companies with a shareholder that does not hold a majority of voting rights but has effective control over the company through, for example, holding a large percentage of voting rights (thereby effectively having the power to elect or dismiss directors)*. Independent directors are requested to refer to this document and, in ...
1 Study Group to Review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies: Second Phase Minutes of the Fourth Meeting Date: Monday, August 21, 2023 12:00–13:40 Place: Tokyo Stock Exchange 15F Conference Room 2 Attendees: See member list Absent: Mr. Ouchi, Mr. Goto, Mr. Takei Kikuchi, Director, Listing Department, TSE: We will now hold the fourth meeting of the second phase of the study group to review minority shareholder protection and other framework of quasi-controlled listed companies. Thank you very much for taking time out of your busy schedules to attend today's meeting, despite the very hot weather and at noon. Mr. Ouchi, Mr. Goto, and Mr. Takei are absent today. Observers from the Financial Services Agency and the Ministry of Justice are participating online. First, we would like to explain today's agenda. Ikeda, Senior Manager, Listing Department, TSE: Thank you ...
1 Study Group to Review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies: Second Phase Minutes of the Fifth Meeting Date: Monday, November 20, 2023 16:00–17:10 Place: Tokyo Stock Exchange 15F Special Conference Room Attendees: See member list Kikuchi, Director, Listing Department, TSE: I am pleased to convene the fifth meeting of the second term for the study group to review minority shareholder protection and other framework of quasi-controlled listed companies. Thank you all for joining us today despite your busy schedules. I appreciate your cooperation. Firstly, regarding today’s attendance, Mr. Kato will join us online, about 15 minutes late. The observers from the Financial Services Agency, the Ministry of Economy, Trade and Industry, and the Ministry of Justice are also participating online. Let’s move straight into the agenda for today. I will now explain the items for discussion. Ikeda, Senior ...
2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE Explanatory Material Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (Second Phase, Third Meeting) Tokyo Stock Exchange, Inc. May 19, 2023 Document 2 ©2023 Tokyo Stock Exchange, Inc. Plan for Future Discussions (Governance) ©2023 Tokyo Stock Exchange, Inc. 3 Regarding the governance of listed companies with controlling shareholders, what is important from the perspective of protecting minority shareholders is that an effective governance system should be in place and functioning to monitor the risk of structural conflicts of interest between controlling shareholders and minority shareholders. The 2021 revision of the Corporate Governance Code (CG Code) established a new principle that requires companies with controlling shareholders to establish a governance system centered on independent directors who are independent of the controlling shareholders. In light of the discussions to date in this Study Group ...
1 Study Group to Review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies: Second Phase Minutes of the Third Meeting Date: Friday, May 19, 2023 10:30 - 11:50 Place: Tokyo Stock Exchange 15F Special Conference Room Attendees: See member list Absent: Mr. Kikuchi, Mr. Kuronuma [Kikuchi, Director, Listing Department, TSE] The time has now come to begin the third meeting of the second phase of the Study Group to Review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies. Thank you for gathering here today, despite your busy schedules. First of all, I would like to mention that Mr. Kikuchi and Mr. Kuronuma are absent today. Mr. Kato and observers from the FSA and the Ministry of Justice are participating online. Now, I would like to begin the proceedings. First, we will explain today's agenda. [Ikeda, Senior Manager, Listing Department] We appreciate your ...