[Last updated: 1 January 2024, unless otherwise noted]

Listing requirements

When it considers the listing of a foreign company, the TSE takes into consideration the legal framework and business practices of the company's home country and/or the country of its chief business operations. The following aspects of a foreign company's corporate governance will be examined:

• Sound corporate management. The foreign company and its related companies must not be making transactions with interested persons, related companies or other entities under conditions clearly advantageous and/or disadvantageous to the applicant company. In addition, when the applicant company has a parent company, the applicant must be shown to be independent from its parent.
• Effective corporate governance and internal control system. The company must have an internal control system for a board member to adequately execute his or her duties and for the company to effectively conduct its business activity, which is appropriately secured and operated. The accounting system that the applicant company and its related companies employ is recognized as appropriate for investor protection. In connection with this, it should be noted that a wider range of the Corporate Governance Code applies to a company listed on the Prime Market than to a company listed on the Standard Market, and so the TSE's review on the effective corporate governance and internal control system will be not the same for a company applying for a listing on the Prime Market as for a company applying for a listing on the Standard Market.

Corporate governance report

A foreign company that applies for a primary listing on the TSE of its foreign stock must submit a report concerning corporate governance, addressing the following matters, and must agree that the TSE will make this information available for public inspection before and after listing:

• The company's basic approach to corporate governance and basic information about its capital structure, corporate attributes and other information, including guidelines on measures to protect minority shareholders' interest in dealings with any controlling shareholder.
• The organization of the company's business management function, as regards its management decision, execution and supervision and other matters pertaining to the corporate governance system, and the reasons for selecting this organization and system.
• The implementation status of any measures to protect the interests of shareholders and other stakeholders.
• The company's basic approach to, and implementation status of, its internal control system, including matters concerning the development of the corporate structure for eliminating anti-social forces.
• Other matters deemed necessary by the TSE.

If any change occurs in the information contained in the company's corporate governance report, the company must submit a report after the change, without delay. In this case, the foreign company will also need to agree that the TSE will make the updated report available for public inspection as well.

Facilitating the exercise of voting rights

If a foreign company whose stock is traded principally on the TSE convenes a general shareholders' meeting, the company must send certain materials to each beneficial holder of foreign shares, two weeks prior to the meeting. These materials consist of:

• An instruction sheet (for the beneficial holder's use in providing voting instructions).
• A reference document that explains how the beneficial holder can provide voting instructions.