Financial Instruments and Exchange Act

A balance sheet, profit and loss statement, or other documents related to financial accounting submitted pursuant to the provisions of this Act must be prepared in conformity with the terms, forms, and preparation methods that the Prime Minister prescribes in Cabinet Office Order in accordance with the manner generally accepted as fair and proper.

A balance sheet, profit and loss statement, or other documents related to financial accounting specified by Cabinet Office Order, which is submitted pursuant to the provisions of this Act by a company issuing securities listed on a financial instruments exchange or any other person specified by Cabinet Order (the issuing company or person is referred to as the "specified issuer" in this paragraph and the following Article; and the document is referred to as a "documents on financial accounting" in paragraph (4) and the following Article) require an audit certification by a certified public accountant or audit corporation (if the specified issuer is a listed company, etc. prescribed in Article 34-34-2 of the Certified Public Accountants Act, it is limited to a certified public accountant or audit corporation registered under that Article) that has no special interest in the company or person; provided, however, that the above does not apply in the following cases:

the issuer of the securities set forth in Article 2, paragraph (1), item (xvii) which have the nature of securities set forth in item (ix) of that paragraph or any other securities specified by Cabinet Order, receives certification that is found to be equivalent to audit certification as specified by Cabinet Office Order, from a foreign audit corporation, etc. (meaning a foreign audit corporation, etc. prescribed in Article 1-3, paragraph (7) of the Certified Public Accountants Act; the same applies in item (i) of the following paragraph and paragraph (3));

the issuer set forth in the preceding item receives certification that is found to be equivalent to audit certification as specified by Cabinet Office Order, from a person specified by Cabinet Office Order that is prescribed in the proviso to Article 34-35, paragraph (1) of the Certified Public Accountants Act;

the company or person obtains the approval of the Prime Minister as prescribed by Cabinet Office Order that, even if the company or person does not receive audit certification, this does not damage the public interest or result in insufficient investor protection.

An internal control report that the company issuing securities listed on a financial instruments exchange or any other person specified by Cabinet Order (referred to as a "listed company, etc." in this paragraph) submits pursuant to the provisions of Article 24-4-4 must receive audit certification by a certified public accountant or an audit corporation (if the listed company, etc. is a listed company, etc. prescribed in Article 34-34-2 of the Certified Public Accountants Act, limited to a certified public accountant or audit corporation registered under that Article) that has no special interest in that company or person; provided, however, that this does not apply in the following cases:

the issuer referred to in item (i) of the preceding paragraph receives certification that is found to be equivalent to audit certification as prescribed by Cabinet Office Order, from a foreign audit corporation, etc.;

the issuer set forth in the preceding item receives certification that is found to be equivalent to audit certification as prescribed by Cabinet Office Order, from a person that is specified by Cabinet Office Order that is prescribed in the proviso to Article 34-35, paragraph (1) of the Certified Public Accountants Act;

the company or person obtains the approval of the Prime Minister as prescribed by Cabinet Office Order that, even if the company or person does not receive audit certification, this does not damage the public interest or result in insufficient investor protection;

a listed company, etc. (limited to a listed company, etc. whose amount of capital or any other operational size falls short of the standard specified by Cabinet Office Order) submits an internal control report within the period from the day on which it first became the issuer of the securities set forth in Article 24, paragraph (1), item (i) or any other day specified by Cabinet Order to the day on which three years have elapsed since that day.

The provisions of paragraph (1), item (i) and item (i) of the preceding paragraph do not apply if the fact that the foreign audit corporation, etc. prescribed in those provisions has failed to follow the instructions referred to in Article 34-38, paragraph (1) of the Certified Public Accountants Act has been publicized pursuant to the provisions of paragraph (2) of that Article, or the fact that the corporation has given a notification under Article 34-39, paragraph (1) of that Act has been publicized pursuant to the provisions of paragraph (2) of that Article (excluding a case in which the publicization under Article 34-38, paragraph (2) of that Act is made, in which the publicization under paragraph (3) of that Article has been made).

The special interest referred to in paragraphs (1) and (2) means an interest from the relationship prescribed in Article 24 of the Certified Public Accountants Act (including as applied mutatis mutandis pursuant to Article 16-2, paragraph (6) of that Act), Article 24-2 of that Act (including as applied mutatis mutandis pursuant to Article 16-2, paragraph (6) of that Act), Article 24-3 of that Act (including as applied mutatis mutandis pursuant to Article 16-2, paragraph (6) of that Act), Article 34-11, paragraph (1), or Article 34-11-2, paragraph (1) or (2) of that Act, which a certified public accountant or audit corporation has to a person submitting a document on financial accounting or to a person submitting an internal control report; the relationship as a shareholder or an equity holder that a certified public accountant or audit corporation has to the person; or the relationship which a certified public accountant or audit corporation has in connection with such a person's business or property accounting; which the Prime Minister specifies in Cabinet Office Order as an interest from a relationship that the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors.

The audit certification referred to in paragraphs (1) and (2) must be done in accordance with the criteria and procedures specified by Cabinet Office Order.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a certified public accountant or audit corporation that conducts an audit certification under paragraph (1) or (2) to report or submit materials that should serve as a reference.

If a certified public accountant or audit corporation conducts an audit certification for a document on financial accounting provided for in paragraph (1) or for an internal control report provided for in paragraph (2), and the audit certification falls under the provisions of Article 30 or Article 34-21, paragraph (2), item (i) or (ii) of the Certified Public Accountants Act, or is otherwise wrongful, the Prime Minister may issue a decision not to accept all or part of any securities registration statement, annual securities report (including any amended report in connection with the same), or internal control report (including any amended report in connection with the same) connected with an audit certification by that certified public accountant or audit corporation, which is submitted within a fixed period of no longer than one year. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

If the Prime Minister issues the decision referred to in the preceding paragraph, the Prime Minister must notify the certified public accountant or audit corporation of this and must publicly announce that decision.

If a certified public accountant or audit corporation, in the course of the audit certification referred to in paragraph (1) of the preceding Article, discovers a fact concerning a specified issuer which constitutes a violation of laws and regulations or any other fact that is likely to have an impact on ensuring the appropriateness of a document on financial accounting (referred to as a "fact constituting a violation of laws and regulations" in item (i) of the following paragraph), the certified public accountant or audit corporation must issue a notice in writing or by means of using an electronic data processing system or by any other means using information and communications technology that are specified by Cabinet Office Order, to the specified issuer, without delay and pursuant to the provisions of Cabinet Office Order, giving the details of that fact, as well as indicating that the specified issuer should rectify the violation of laws and regulations related to the fact and that they should take other appropriate measures.

If a certified public accountant or audit corporation that has issued a notice under the preceding paragraph finds all of the following particulars apply even after the day on which the period specified by Cabinet Order has elapsed since the day of that notice, and finds it to be necessary in order to prevent the material impact provided for in item (i), the certified public accountant or audit corporation must file an opinion concerning those particulars to the Prime Minister pursuant to the provisions of Cabinet Office Order. In such a case, the certified public accountant or the audit corporation must give notice in writing or by means of using an electronic data processing system or by any other means of using information and communications technology that are specified by Cabinet Office Order to the specified issuer in advance that an opinion will be filed with the Prime Minister:

the fact constituting a violation of laws and regulations may have a material impact on ensuring the appropriateness of the documents on financial accounting of the specified issuer; and

the specified issuer that has received the notice under the preceding paragraph has not taken the appropriate measures provided for in that paragraph.

A certified public accountant or audit corporation that has filed an opinion under the preceding paragraph must notify the specified issuer of the fact that the opinion has been filed and the details of the opinion, in writing or by a method using an electronic data processing system or any other method using information and communications technology that is specified by Cabinet Office Order.

It is prohibited for any person to solicit to have a person to act as a proxy in exercising the person's or a third party's voting rights for the shares in a company issuing shares that are listed on a financial instruments exchange, in violation of the provisions of Cabinet Order.

The technical replacement of terms when the provisions of this Act are applicable to a purchase and sale of securities or intermediation, brokerage, or agency for the entrustment of foreign market derivatives transactions conducted on a foreign financial instruments market, and necessary particulars otherwise relevant to the application of the provisions of this Act to the relevant transactions conducted on a foreign financial instruments market are specified by Cabinet Order.