Financial Instruments and Exchange Act

The provisions of Article 85-4 apply mutatis mutandis to the authorization referred to in the proviso to paragraph (1) of the preceding Article.

A financial instruments exchange must not have a company other than one that operates a financial instruments exchange market or engages in business incidental to this as its subsidiary company; provided, however, that with the authorization of the Prime Minister, it may have a company that engages business that is linked to the operation of a financial instruments exchange market, a company that is in the business of operating the necessary market for effecting commodity futures transactions (including business incidental thereto; hereinafter referred to as the "operation of a commodity market"), or a company that engages in business that is linked to the operation of the necessary market for effecting commodity futures transactions, as its subsidiary company.

Notwithstanding the provisions of the preceding paragraph, a financial instruments exchange engaged in the operation of a commodity market may have a company engaged in the operation of a commodity market as its subsidiary company.

The term "subsidiary company" as used in the preceding two paragraphs means a company in which a corporation holds the majority of the voting rights held by all the shareholders, etc. In such a case, a company in which a corporation and one or more of its subsidiary companies hold the majority of the voting rights held by all the shareholders, etc., or in which one or more of a corporation's subsidiary companies hold the majority of the voting rights held by all the shareholders, etc., is deemed to be the subsidiary company of that corporation.

Notwithstanding the provisions of paragraph (1), a financial instruments exchange may incorporate a self-regulatory organization, with the authorization of the Prime Minister.

The provisions of Article 30-2 apply mutatis mutandis to the authorization referred to in the proviso to paragraph (1).

The provisions of paragraph (1) do not apply if a financial instruments exchange owns a foreign company other than a company eligible to be a subsidiary company (meaning a company that operates a financial instruments exchange market and performs other business incidental thereto and a company as prescribed in the proviso to that paragraph; hereinafter the same applies in this Article and Article 87-4-2, paragraph (1)) as its subsidiary company, by owning, as its subsidiary company, a company eligible to be a subsidiary company (limited to a foreign company; hereinafter referred to as a "foreign company eligible to be a subsidiary company" in this paragraph and paragraph (8)) or a holding company subject to special provisions (meaning a holding company or a foreign company which is the same type as a holding company or is similar to a holding company that currently owns a foreign company eligible to be a subsidiary company as its subsidiary company; the same applies in paragraph (8)) that currently owns a foreign company other than a company eligible to be a subsidiary company as its subsidiary company; provided, however, that the financial instruments exchange must take the necessary measures for making the foreign company other than a company eligible to be a subsidiary company cease to be its subsidiary company by the day on which five years have elapsed from the date on which the foreign company other than a company eligible to be a subsidiary company became its subsidiary company.

If the time limit referred to in the proviso to the preceding paragraph or the time limit as extended pursuant to the provisions of this paragraph is to arrive, the financial instruments exchange may have these time limits extended for up to one year by obtaining the Prime Minister's approval for allowing the financial instruments exchange to continue to own, as its subsidiary company, the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company.

The Prime Minister is to give the approval referred to in the preceding paragraph only if the financial instruments exchange falls under any of the following items:

it is found that there are unavoidable circumstances where the financial instruments exchange is unable to take the necessary measures for making the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company cease to be its subsidiary company by the time limit referred to in the preceding paragraph, in light of the state of the capital market or any other circumstances in the country where the head office or principal office of the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company, or of a foreign company eligible to be a subsidiary company or a holding company subject to special provisions that owns such foreign company as its subsidiary company is located; and

it is found that there are unavoidable circumstances which allow the financial instruments exchange to continue to own, as its subsidiary company, the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company, for the purpose of executing the business of a foreign company eligible to be a subsidiary company or a holding company subject to special provisions which that financial instruments exchange made its subsidiary company.

The provisions of Article 85-4 apply mutatis mutandis to the authorizations referred to in the proviso to paragraph (1) and paragraph (4) of the preceding Article.

A financial instruments exchange (limited to one that has a company eligible to be a subsidiary company as its subsidiary company and that is not a subsidiary company of any other financial instruments exchange or financial instruments exchange holding company) must manage the business of the financial instruments exchange group to which it belongs.

The term "business management" as used in the preceding paragraph means the following activities:

formulating the financial instruments exchange group's basic management policy or any other policy specified by Cabinet Office Order as being equivalent to the policy, and ensuring its proper implementation;

making necessary coordination in the event of a conflict of interests among the companies (including financial instruments membership corporations) that belong to the financial instruments exchange group;

developing systems specified by Cabinet Office Order as those necessary for ensuring that the execution of services of the financial instruments exchange group comply with laws and regulations; and

beyond what is set forth in the preceding three items, activities specified by Cabinet Office Order as those that contribute to ensuring the confidence in the public nature and the sound and appropriate management of services of the financial instruments exchange group.

The officer of a financial instruments exchange must not hold the position of officer at more than one financial instruments exchange.

If there is no one to perform the duties of board member or auditor at a financial instruments membership corporation that operates a financial instruments exchange market (hereinafter referred to as an "incorporated association-operated financial instruments exchange") and the Prime Minister finds it to be necessary, the Prime Minister may appoint a provisional board member or a provisional auditor.

If there is no one to perform the duties of a director (or, for a company with supervisory committee, a director that is a supervisory committee member or any other director), accounting advisor, company auditor, representative director, executive officer, or representative executive officer of an incorporated financial instruments exchange and the Prime Minister finds it to be necessary, the Prime Minister may appoint a provisional director (or, for a company with supervisory committee, a provisional director that performs the duties of a supervisory committee member or any other director; the same applies in paragraph (1) of the following Article), provisional accounting advisor, provisional company auditor, provisional representative director, provisional executive officer, or provisional representative executive officer.

The provisions of Article 346, paragraph (2); Article 351, paragraph (2); and Article 401, paragraph (3) of the Companies Act (including as applied mutatis mutandis pursuant to Article 403, paragraph (3) and Article 420, paragraph (3) of that Act) do not apply to an incorporated financial instruments exchange.

If the Prime Minister appoints a provisional director, provisional accounting advisor, provisional company auditor, provisional representative director, provisional executive officer, or provisional representative executive officer pursuant to the provisions of paragraph (2) of the preceding Article, the Prime Minister must request the registry office for the location of the head office of the incorporated financial instruments exchange, to make this registration.

If the Prime Minister requests a registration pursuant to the provisions of the preceding paragraph, the request form must be accompanied by a document evidencing that the Prime Minister has reached a disposition in connection with the circumstances causing the registration.

It is prohibited for the officer (or, if the officer is a corporation, a person that performs those duties) or employee of a financial instruments exchange, the board member, auditor, or employee of a self-regulatory organization, or a person that has held any of these positions, to divulge or misappropriate any secret learned in the course of duty.

A financial instruments exchange must not subject any particular member, etc. or any particular issuer of securities to unfair and discriminatory treatment.