| Article 25 |
An FCM shall report on its business conditions in accordance with the following provisions:
1. Significant business matters: The FCM shall provide information on matters arising over the five most recent fiscal years that have had a significant impact on business, including acquisitions of or mergers with other companies, demergers, equity investments in affiliated enterprises, reorganization, major asset purchases or disposals, significant changes in operation method or business activity, etc.
2. Information related to investments in overseas enterprises: The FCM shall provide general information on any investments in overseas enterprises and representative offices, and any equity investments in enterprises and representative offices by such overseas enterprises, including: original investment amounts; investment gains or losses; cash dividends; and endorsements, guarantees, or loans extended to outside parties by each such enterprise.
3. Remuneration and related information on directors, supervisors, the general manager, and assistant general manager(s).
(1) The FCM shall, in a manner conforming to the following, disclose the remuneration paid to each of the directors, supervisors, the general manager, and assistant general managers in the most recent fiscal year; if a director concurrently serves as a member of management, the remuneration shall be disclosed separately by the position held.
(i) The FCM may opt either to disclose aggregate remuneration information, with the name(s) indicated for each remuneration range, or to disclose the name of each individual and the corresponding remuneration amount.
(ii) If the FCM has had consecutive after-tax deficits in the most recent two fiscal years, it shall disclose the remuneration paid to each individual director, supervisor, and the general manager.
(iii) The FCM, if a public company that has had an insufficient director shareholding percentage for three consecutive months or longer during the most recent fiscal year, shall disclose the remuneration paid to each individual director, and, if one that has had an insufficient supervisor shareholding percentage for three consecutive months or longer during the most recent fiscal year, shall disclose the remuneration paid to each individual supervisor.
(iv) The FCM, if a public company that has had an average ratio of share pledging by directors and supervisors in excess of 50% in any three months during the most recent fiscal year, shall disclosure the remuneration paid to each individual director and supervisor having a ratio of pledged shares in excess of 50% for each such month.
(2) Where the FCM's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed.
The term "affiliated enterprise of a certified public accountant's accounting firm" as used in these Regulations means one in which the certified public accountants at the accounting firm of the certified public accountant hold more than 50% of the shares, or of which such accountants hold more than half of the directorships, or a company or institution listed as an affiliated enterprise in the external publications or printed materials of the accounting firm of the certified public accountant.
4. Labor-management relations:
(1) Significant employee benefit programs, the retirement system and status of implementation thereof, and arrangements between labor and management of the FCM shall be recorded.
(2) Provide information on any loss sustained as a result of labor disputes in the thee most recent fiscal years, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken. If the loss cannot be reasonably estimated, make a statement to that effect. |
| Article 26 |
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| Article 27 |
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| Article 28 |
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| Article 29 |
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