1 Timely Disclosure and XBRL TSE ’ s Involvement in and Expectations for XBRL Jun Narimatsu Manager of Listing Department (C.P.A.) TOKYO STOCK EXCHANGE, INC. 12th XBRL INTERNATIONAL CONFERENCE in TOKYO, JAPAN 8 November 2005

2 Today ’ s Contents Overview of disclosure system Ensuring reliability of disclosed information Promotion of development and improvement of timely disclosure system Introduction of oath and affirmation system Publication of ‘ Handbook for Timely Disclosure ’ Expectations for XBRL in terms of development and improvement of timely disclosure system Ensuring usefulness of disclosed information Promotion of prevalence of XBRL

3 Overview of disclosure system  Statutory disclosure  based on the Securities and Exchange Law  Securities report, Semi-annual report, Quarterly report Extraordinary report  Timely disclosure  based on the rules of the securities exchange  Preliminary report of business results  Semi-annual preliminary report of business results  Quarterly report  Decisions and event occurrence (promptly)

4 Comparison between statutory disclosure and timely disclosure Statutory DisclosureTimely Disclosure Securities report (within three months subsequent to balance sheet date) Semi-annual report (within three months subsequent to semi-annual balance sheet date) Quarterly report (under consideration to make the report statutorily mandatory) Extraordinary report (without delay) Preliminary report of business results (average time required: about 43.5 days) Semi-annual preliminary report of business results (average time required: about 43.4 days) Quarterly report (average time required: about 33.9 days) Decisions and event occurrence (promptly)

5 Keyword of statutory disclosure and timely disclosure Statutory disclosureTimely disclosure Accuracy ◎ ○ Promptness △◎ Flexibility of disclosure× ○ Comparability ◎◎ Means to ensure accuracy e.g., Criminal penalty, Fine, Civil liability, Audit system under the premise of accuracy of statutory disclosure requirements for improvement report delisting where the third improvement report is required within three years

6 Present situation of electronic disclosure Legal disclosure (FSA) (FSA) Listed companies Timely disclosure (TSE) (TSE) investors Media institutions, etc. Web Real-time service Database Service TDnet Immediate Internet Immediate 31 DAYS, Free 5 YEARS, Fee Charge Internet Internet, TV, Information terminals, etc. EDINET FSA’s Web site Reading rooms at Local Finance Bureaus, etc Immediate Internet Timely Disclosure network Electronic Disclosure for Investors' NETwork

7 Improvement of timely disclosure system Changes in circumstances surrounding information disclosure Frequent occurrences of inappropriate events in relation to corporate information disclosure Enhanced interest of investors in information disclosure Introduction of oath and affirmation system (January 2005) Publication of ‘ Guideline for Development and Improvement of Timely Disclosure System and Points in Preparing Oath ’ (July 2005) Research and analysis of each of individual listed companies which have a sufficiently developed disclosure system taking into account the presentation accompanying oath documents Summary compilation on the basis of the results of the above research and analysis taking into account the views and opinions of academics and specialists inside and outside the TSE and the publication thereof - Provision of guidelines when individual listed companies develop disclosure systems meeting their own conditions

8 Overview of oath and affirmation system Documents required to be filed: an oath signed by the representative - Accompanying documents stating the state of internal system concerning timely disclosure Contents of description: document stating that the company fully acknowledges that timely disclosure of corporate information to investors is fundamental for a sound securities market and that the company is always implementing with integrity the timely disclosure to investors by improving the internal system described in the accompanying documents, so that prompt, accurate and fair disclosure of corporate information can always be attained from the perspective of investors. Timing of filing: when the representative changes Elapse of 5 years from the previous oath Affirmation concerning fairness of securities report and the like Documents required to be filed: an affirmation signed by the representative (or copy of statutory documents voluntarily attached) Contents of description: documents stating that the representative believes that there are no false statements contained in securities reports and semi-annual reports and the supporting reason why the representative believes so Timing of filing: at the time of filing of the securities report and semi-annual report

9 Points for improving timely disclosure 1 Extracts from the ‘ Handbook for Development and Improvement of Timely Disclosure System and Points in Preparing Oath ’ Risks pertinent to timely disclosure and recognition and analysis of causes giving rise to the risks Recognition and analysis of the characteristics of the company’s own timely disclosure Recognition and analysis of the characteristics and risks of the company’s own timely disclosure Corporate governance taking timely disclosure into account Management commitment: implementation of policy Management commitment: thorough dissemination of policy, enlightenment and training Management commitment: explicit announcement of policy Management commitment: through dissemination of policy, enlightenment and training, etc. Issues to be considered in improving the system to fulfill the timely disclosure activities ContentsPointsDivision

10 Points for improving timely disclosure 2 Monitoring by corporate auditors (corporate auditors committee) Monitoring by internal audit department Improving monitoring system covering timely disclosure system Correlation with other internal procedures to which the timely disclosure procedures closely relate Points for timely disclosure procedures Thorough dissemination of the established procedures within the company Categories of information subject to disclosure Disclosure procedures and disclosure process Improvement of timely disclosure system Extent to which disclosure system is developed and improved Education concerning disclosure Overall responsiveness to disclosure of the company as a whole Development and improvement of department responsible for disclosure Development and improvement of organization responsible for disclosure System to fulfill timely disclosure activities Contents PointsDivision

11 Issues to be considered in developing and improving disclosure system The system should be established to appropriately recognize and analyze risks arising from disclosure (possibility of false disclosure) and to mitigate or avoid such risks. Risks pertinent to timely disclosure and recognition and analysis of causes giving rise to the risks On the basis of recognition and analysis of the company’s own characteristics, the disclosure system should be established to meet the characteristics. Recognition and analysis of the characteristics of timely disclosure Recognition and analysis of the characteristic s of the company’s own timely disclosure In considering governance, the importance of disclosure should be taken into account. Corporate governance taking timely disclosure into account The management should not only have appropriate commitment and policy, but should also implement it by itself. Management commitment: implementation of policy All the employees should be aware of and enlightened on the management commitment and policy explicitly announced through the internal training and seminars. Management commitment: thorough dissemination of policy, enlightenment and training Management should have appropriate commitment and policy towards the disclosure and explicitly announce them in writing. Management commitment: explicit announcement of policy Management commitment: thorough disseminatio n of policy, enlightenme nt RemarksContentsPoints

12 Organization to implement timely disclosure activities 1 In addition to listed companies, the disclosure system should be developed to cover subsidiaries and unlisted parent companies subject to disclosure. Extent to which disclosure system is developed and improved In addition to the establishment of the organization, the necessary number and quality of staff members for disclosure activities should be secured. Education concerning disclosure Analysis of and judgment on information: Organizations other than the disclosure department responsible for the disclosure should be involved in disclosure activities, in particular by establishing a disclosure committee. At the time of information collection: Overall internal and cooperative networks should be established so that any necessary information can be obtained extensively and promptly from all the departments concerned. Overall responsiveness to disclosure of the company as a whole It is critical to develop an appropriate organization according to situations (e.g., characteristics, risks and efficiency) specific to the company. Development and improvement of organization responsible for disclosure RemarksContentsPoints

13 Monitoring should be effected independent of the department responsible for disclosure and business execution organs. Monitoring by corporate auditors (corporate auditors committee) Monitoring should be effected independent of the department responsible for disclosure. Monitoring by internal audit department Improving monitoring system covering timely disclosure system The objective of IR activities and prevention of insider trading is primarily different from that of disclosure, but the objective of disclosure should be achieved taking into account the relation with IR activities and prevention of insider trading. Correlation with other internal procedures to which the timely disclosure procedures closely relate Goals to be attained in order to meet the required standards ① Information collection process: promptness and extensiveness ② Analysis and judgment process: timeliness, compliance, accuracy and formalness ③ Announcement process: activeness and fairness Points for timely disclosure procedures Written procedures are critical for thorough dissemination and monitoring. Thorough dissemination of the established procedures within the company Necessity of establishing respective procedures by disclosure information category: ① Occurrence ② Decision ③ Performance results Categories of information subject to disclosure Subject to the disclosure procedures, the work should be divided into the following processes: ① Information collection process ② Analysis and judgment process ③ Announcement process Disclosure procedures and disclosure process Improvement of timely disclosure system Organization to implement timely disclosure activities 2

14 Points for timely disclosure procedures Goals to be attained in order to meet the required standards Disclosure materials should be actively published. h) Activeness Fairness should be considered in publishing disclosure materials. g) Fairness Announcement process In addition to accuracy and compliance of information, the company should make a formal approval or decision on the disclosure after verifying the adequateness and clarity of the contents of disclosed information. f) Formalness The accuracy of information to be disclosed in a timely manner should be ensured. e) Accuracy Timely disclosure activities should be effected in compliance with timely disclosure rules, applicable laws and regulations, etc. d) Compliance Disclosure activities should be managed in order to implement timely disclosure. c) Timeliness Analysis and judgment process Information to be disclosed in a timely manner should be collected extensively. b) Extensiveness Information to be disclosed in a timely manner should be collected promptly. a) Promptness Information collection process DescriptionPointsProcess

15 Expectations for XBRL in developing and improving disclosure system Expected effects are: more prompt and efficient preparation of disclosure materials; more prompt and efficient response to revised laws and regulations and amendments to accounting standards; more prompt and efficient settlements of consolidated accounts; and more prompt and efficient audits by auditors As a result, the following points in the disclosure procedures can be fully obtained in a compatible manner at a higher level: promptness and timeliness accuracy and formalness

16 Input by XBRL Timely Disclosure ( by XBRL ) Listed companies Tokyo Stock Exchange Future image centering on the TSE XBRL technologies will be consecutively utilized to receive and deliver timely disclosure information. XBRL technologies will be consecutively utilized to receive and deliver timely disclosure information. XBRL technologies will be consecutively utilized to provide timely disclosure information. XBRL technologies will be consecutively utilized to provide timely disclosure information. In particular, the taxonomy for statutory disclosure operated by the Financial Services Agency (FSA) and the taxonomy for timely disclosure will be made consistent. In particular, the taxonomy for statutory disclosure operated by the Financial Services Agency (FSA) and the taxonomy for timely disclosure will be made consistent. Web Service Media institutions, etc. Investors Output by XBRL

17 TSE ’ s enlightenment activities on XBRL １． Trial opening of XBRL data (within this fiscal year) TSE plans to open the XBRL data as a trial, TSE plans to open the XBRL data as a trial, hopefully by the end of this fiscal year. hopefully by the end of this fiscal year. Issues incorporated into data: issues used in the TOPIX core 30 Issues incorporated into data: issues used in the TOPIX core 30 Information incorporated into data: preliminary report of business results concerning final settlement of accounts (on a consolidated basis) Information incorporated into data: preliminary report of business results concerning final settlement of accounts (on a consolidated basis) Expected time of opening: Within fiscal 2005 Expected time of opening: Within fiscal 2005 ２． Opening of XBRL enlightenment website A website for providing information on XBRL was set up in November.

18 TOKYO STOCK EXCHANGE, INC.