Which provision requires a listed company to file an annual securities report for each business year?
The Labour Standards Act (労働基準法), Article 108
The Financial Instruments and Exchange Act (金融商品取引法), Article 24, paragraph 1
The Companies Act (会社法), Article 2
The Antimonopoly Act (独占禁止法), Article 9
AnswerB. The Financial Instruments and Exchange Act (金融商品取引法), Article 24, paragraph 1
Article 24, paragraph 1 of the Financial Instruments and Exchange Act requires a company whose issued securities fall under securities listed on a financial instruments exchange, among others, to file an annual securities report with the Prime Minister for each business year.
Q2 | Filing deadline
By when must a domestic company file its annual securities report?
Within 6 months after the end of the business year
Within 3 months after the end of the business year
Within 45 days after the end of the business year
Within 1 month after the end of the business year
AnswerB. Within 3 months after the end of the business year
Article 24, paragraph 1 of the Financial Instruments and Exchange Act provides that a domestic company must file it with the Prime Minister within 3 months after the end of the business year. Where there is an unavoidable reason, the deadline is the period approved in advance.
Q3 | What the report states
Which item does Article 24, paragraph 1 of the Financial Instruments and Exchange Act give as a matter to be stated in an annual securities report?
A breakdown of the personal assets of the officers
The trade name of the company, the corporate group to which it belongs, the state of its accounting and other important matters concerning the content of its business
The trade name of the company, the name and address of every single officer, and the names of all shareholders on the register of shareholders
A forecast of next year's share price
AnswerB. The trade name of the company, the corporate group to which it belongs, the state of its accounting and other important matters concerning the content of its business
That paragraph describes a report stating the trade name of the company, the corporate group to which the company belongs, the state of the company's accounting and other important matters concerning the content of its business. A share price forecast is not a required item.
Q4 | Public inspection
For how long is an annual securities report kept available for public inspection?
3 years
1 year
10 years
5 years
AnswerD. 5 years
Article 25, paragraph 1, item 3 of the Financial Instruments and Exchange Act sets the public inspection period for annual securities reports, their attachments and amendments to them at 5 years. The period of 1 year applies to reports on the status of share buybacks.
Q5 | EDINET
Which correctly states what EDINET is?
A form appended to the Cabinet Office Order on Disclosure of Corporate Affairs filed by issuers of securities
The portal site of official statistics of Japan
A web service run by the Tokyo Stock Exchange for viewing timely disclosure by listed companies
The electronic disclosure system for annual securities reports and other disclosure documents under the Financial Instruments and Exchange Act
AnswerD. The electronic disclosure system for annual securities reports and other disclosure documents under the Financial Instruments and Exchange Act
EDINET is the electronic disclosure system operated by the Financial Services Agency (金融庁). It handles annual securities reports, securities registration statements, large shareholding reports and the like electronically, from filing through to public inspection.
Q6 | Chapters of the report
Which is the correct order of chapters in Part I, corporate information, of an annual securities report?
Overview of the company, business overview, state of facilities, state of the filing company, state of accounting
State of accounting, overview of the company, business overview, state of the filing company
Business overview, overview of the company, state of accounting, state of facilities
Overview of the company, state of accounting, business overview, state of facilities
AnswerA. Overview of the company, business overview, state of facilities, state of the filing company, state of accounting
Part I, corporate information, of Form No. 3 runs in this order: 1 overview of the company, 2 business overview, 3 state of facilities, 4 state of the filing company, 5 state of accounting, 6 outline of share handling by the filing company, and 7 reference information on the filing company.
Q7 | Overview of the company
Which item is not placed under Section 1, overview of the company, in an annual securities report?
Research and development activities (研究開発活動)
Business description (事業の内容)
History (沿革)
State of related companies (関係会社の状況)
AnswerA. Research and development activities (研究開発活動)
Section 1, overview of the company, consists of 1 trends in major management indicators, 2 history, 3 business description and 4 state of related companies. Research and development activities sit under Section 2, business overview.
Q8 | Contents of the history
Which is not given by the instructions for preparation as a matter to be stated in the history section of an annual securities report?
Year-by-year trends in net sales
A change of trade name
The establishment or acquisition of a major related company
A merger
AnswerA. Year-by-year trends in net sales
The history states briefly the circumstances of founding from the date of establishment to the date of filing, changes of trade name, and important matters relating to the corporate group, namely mergers, changes in the content of the business, the establishment or acquisition of major related companies, listing and so on. Trends in net sales are handled under trends in major management indicators.
Q9 | Business description
What is required to be stated in the business description of an annual securities report?
The content of the main businesses and the company's position within them, together with a business system chart
The personal career history of each officer and the names of the companies they worked for before joining
The full minutes of the general meeting of shareholders and the breakdown of votes for and against each resolution
The fee paid to the audit firm and the name of every certified public accountant who worked on the audit
AnswerA. The content of the main businesses and the company's position within them, together with a business system chart
The instructions for preparation call for a systematic and easily understood explanation of the main businesses run by the filing company and its related companies and the company's position within those businesses, including how they relate to segment information, shown in a business system chart. The names of the main related companies are also given for each segment.
Q10 | State of related companies
Which combination of categories is required for separate presentation in the state of related companies of an annual securities report?
Two categories: companies whose latest results were profitable and those that made a loss
Two categories: companies with a head office in Japan and companies with a head office overseas
Two categories: listed companies and unlisted companies
Parent company, subsidiaries, affiliates and other related companies
AnswerD. Parent company, subsidiaries, affiliates and other related companies
The instructions for preparation require related companies to be divided into the parent company, subsidiaries, affiliates and other related companies, giving for each the name, address, stated capital or contributions, main business, the filing company's share of the voting rights, and the nature of the relationship.
Q11 | Business overview
Which item is placed under Section 2, business overview, of an annual securities report?
Total number of shares and related matters
Outline of share handling by the filing company
State of principal facilities
Business risks
AnswerD. Business risks
Section 2, business overview, consists of management policy, business environment and issues to be addressed; the approach to and initiatives on sustainability; business risks; management's analysis of financial position, results of operations and cash flows; material contracts; and research and development activities.
Q12 | Gross profit
Which is the correct calculation of gross profit (売上総利益)?
Operating profit plus non-operating income
Net sales minus cost of sales
Net sales minus selling, general and administrative expenses
Ordinary profit minus extraordinary losses
AnswerB. Net sales minus cost of sales
Article 83 of the Regulation on Financial Statements provides that the amount obtained by deducting cost of sales from net sales is presented as the amount of gross profit. Deducting selling, general and administrative expenses from that in turn gives operating profit.
Q13 | Operating profit
Which is the correct calculation of operating profit (営業利益)?
Net sales minus income taxes
Gross profit minus selling, general and administrative expenses
Ordinary profit minus income taxes
Net sales minus cost of sales
AnswerB. Gross profit minus selling, general and administrative expenses
Article 89 of the Regulation on Financial Statements provides that the amount obtained by deducting the total of selling, general and administrative expenses from the amount of gross profit is presented as the amount of operating profit. It shows how much the company earned from its core business.
Q14 | Ordinary profit
Which is the correct calculation of ordinary profit (経常利益)?
Gross profit plus extraordinary income, minus extraordinary losses and income taxes
Operating profit plus non-operating income, minus non-operating expenses
Operating profit minus income taxes and extraordinary losses
Profit before income taxes plus both extraordinary losses and extraordinary income
AnswerB. Operating profit plus non-operating income, minus non-operating expenses
Article 95 of the Regulation on Financial Statements provides that the amount arrived at by adjusting the amount of operating profit or operating loss for non-operating income and then for non-operating expenses is presented as the amount of ordinary profit. Interest received and interest paid belong here.
Q15 | Order of the profits
Which is the correct order of the profit figures as they appear in the statement of income?
Operating profit, gross profit, ordinary profit, profit for the period, profit before income taxes
Gross profit, operating profit, ordinary profit, profit before income taxes, profit for the period
Profit for the period, profit before income taxes, ordinary profit, operating profit, gross profit
Ordinary profit, operating profit, gross profit, profit for the period, profit before income taxes
AnswerB. Gross profit, operating profit, ordinary profit, profit before income taxes, profit for the period
Starting from net sales, the statement deducts in turn cost of sales, selling, general and administrative expenses, net non-operating items, net extraordinary items and income taxes. The basis is Articles 83, 89, 95, 95-4 and 95-5 of the Regulation on Financial Statements.
Q16 | Sections of the income statement
Which is not one of the sections of the statement of income prescribed by Article 88, paragraph 1 of the Ordinance on Company Accounting (会社計算規則)?
Non-operating income
Deferred assets
Selling, general and administrative expenses
Non-operating expenses
AnswerB. Deferred assets
That paragraph prescribes 7 sections: net sales, cost of sales, selling, general and administrative expenses, non-operating income, non-operating expenses, extraordinary income and extraordinary losses. Deferred assets appear on the asset side of the balance sheet.
Q17 | The net assets section
How does the Regulation on Financial Statements classify the net assets section of the balance sheet?
Shareholders' equity (株主資本), valuation and translation adjustments (評価・換算差額等), share delivery rights (株式引受権) and subscription rights to shares (新株予約権)
Current liabilities (流動負債) and non-current liabilities (固定負債)
Current assets (流動資産), non-current assets (固定資産) and deferred assets (繰延資産)
Net sales (売上高), cost of sales (売上原価) and selling, general and administrative expenses (販売費及び一般管理費)
AnswerA. Shareholders' equity (株主資本), valuation and translation adjustments (評価・換算差額等), share delivery rights (株式引受権) and subscription rights to shares (新株予約権)
Article 59 of the Regulation on Financial Statements requires net assets to be classified into shareholders' equity, valuation and translation adjustments, share delivery rights and subscription rights to shares. The split between current and non-current is a matter for assets and liabilities.
Q18 | Equity ratio
In the trends in major management indicators of an annual securities report, what is the denominator of the equity ratio (自己資本比率)?
Stated capital
Total assets
Net assets
Net sales
AnswerB. Total assets
The instructions for preparation define the equity ratio as the amount of net assets less share delivery rights, subscription rights to shares and non-controlling interests, divided by total assets. The numerator is equity and the denominator is total assets.
Q19 | Years of indicators
How many years of consolidated figures are shown in the trends in major management indicators of an annual securities report?
The most recent 3 consolidated fiscal years
The most recent 5 consolidated fiscal years
The most recent 2 consolidated fiscal years
The most recent 1 consolidated fiscal year
AnswerB. The most recent 5 consolidated fiscal years
The instructions for preparation require trends in major management indicators for the most recent 5 consolidated fiscal years. The most recent 5 business years are also lined up for the filing company on a non-consolidated basis, so the direction of change can be seen at a glance.
Q20 | Consolidated and non-consolidated
Which correctly describes the difference between consolidated financial statements and non-consolidated financial statements?
Consolidated figures treat the corporate group of parent and subsidiaries as one entity, while non-consolidated figures cover the filing company alone
Consolidated figures appear only in the earnings report, and non-consolidated figures only in the annual securities report
Consolidated figures cover the group of parent and subsidiaries, while non-consolidated figures combine the filing company with its affiliates
Consolidated figures leave taxes out, while non-consolidated figures include them
AnswerA. Consolidated figures treat the corporate group of parent and subsidiaries as one entity, while non-consolidated figures cover the filing company alone
Section 5, state of accounting, of an annual securities report contains 1 consolidated financial statements and 2 financial statements. The former gives the figures for the corporate group, the latter the figures for the filing company alone. For a company that runs its business as a group, look at the consolidated figures first.
Q21 | Segments
What approach does Accounting Standard No. 17 take to deciding the boundaries used in segment information?
Ordering them by number of employees
The management approach, which follows the divisions used for management decision-making and performance evaluation
Lining up the top 5 businesses by net sales and lumping the rest together as other
Dividing along the industry categories of the state's Japan Standard Industrial Classification, in units fixed in advance
AnswerB. The management approach, which follows the divisions used for management decision-making and performance evaluation
An operating segment is a component of an entity whose operating results the chief operating decision maker reviews regularly in order to allocate resources and assess performance, and for which discrete financial information is available. The idea is to show the outside world the same view used inside the company.
Q22 | Earnings reports
What does the Securities Listing Regulations of the Tokyo Stock Exchange require regarding disclosure of the earnings report (決算短信)?
That it be disclosed on the same day the annual securities report is filed
That the content be disclosed immediately once the results are settled
That it be disclosed again after approval at the annual general meeting of shareholders
That it be disclosed after the audit report from the audit firm has been received
AnswerB. That the content be disclosed immediately once the results are settled
Article 404 of the Securities Listing Regulations requires immediate disclosure of the content once the results are settled. The earnings report is positioned as a fast first release and comes out earlier than the annual securities report.
Q23 | Forty-five days
What deadline does the Tokyo Stock Exchange regard as appropriate for disclosing the earnings report?
Within 45 days after the end of the accounting period
Within 3 months after the end of the accounting period
Within 30 days after the end of the accounting period
Within 6 months after the end of the accounting period
AnswerA. Within 45 days after the end of the accounting period
Pulling the content together and disclosing it within 45 days after the end of the accounting period at the latest is regarded as appropriate, and within 30 days as more desirable. Where it takes more than 50 days, the reason and the outlook from the following year onwards are expected to be disclosed. The marks of 45, 30 and 50 days are requests from the Tokyo Stock Exchange, not obligations under the Listing Regulations.
Q24 | Integrated reports
Which correctly describes the standing of an integrated report (統合報告書)?
It is a disclosure document whose form the Tokyo Stock Exchange prescribes and whose filing it requires of listed companies
It is a document filed with the Labour Standards Inspection Office
It is not a document required by law, but one each company prepares voluntarily
It is a statutory disclosure document that the Financial Instruments and Exchange Act requires for each business year
AnswerC. It is not a document required by law, but one each company prepares voluntarily
An integrated report is voluntary disclosure, drawing on references such as the International Integrated Reporting Framework and the Guidance for Collaborative Value Creation 2.0 of the Ministry of Economy, Trade and Industry (経済産業省). Its main purpose is said to be explaining to providers of financial capital how the organisation creates value over the long term.
Q25 | Stating working conditions
What must a person recruiting workers make clear to those who may become workers in response to the recruitment?
The remuneration of each officer and the board deliberations that decided it
A list of the main customers, with the annual value of trade and the settlement terms for each
The content of the work to be performed, and wages, working hours and other working conditions
The shareholder structure of the company and the share of voting rights held by each major shareholder
AnswerC. The content of the work to be performed, and wages, working hours and other working conditions
Article 5-3, paragraph 1 of the Employment Security Act (職業安定法) provides that, in job placement, recruitment of workers or labour supply, the content of the work to be performed and wages, working hours and other working conditions must be made clear.
Q26 | Job advertisements
What does the Employment Security Act provide about job openings and recruitment information supplied through advertising and the like?
Wages must be shown only as expected annual income, not as a monthly amount
Recruitment information must be supplied on paper, and electronic means are not permitted
No false representation and no representation causing misunderstanding may be made
The number of people being recruited or planned to be hired must not be shown
AnswerC. No false representation and no representation causing misunderstanding may be made
Article 5-4, paragraph 1 of the Employment Security Act provides that, when supplying information on job openings or recruitment through advertising and the like, no false representation and no representation causing misunderstanding may be made. Paragraph 2 of the same article requires the recruiter to keep the information accurate and up to date.
Q27 | Youth employment information
What does the Youth Employment Promotion Act provide about supplying youth employment information when a new-graduate applicant asks for it?
It need only be supplied to those who have received an informal job offer
Supplying it goes no further than a duty to make efforts
It must be supplied on request
The company is free to decide whether to supply it
AnswerC. It must be supplied on request
Article 13, paragraph 2 of the Act on Promotion of Youth Employment (青少年の雇用の促進等に関する法律) provides that youth employment information must be supplied at the request of a person who has applied, or intends to apply, to recruitment aimed at those expected to graduate. Separately from the duty in paragraph 1 of the same article to make efforts to provide it widely, it becomes an obligation once a request is made.
Q28 | Three categories
Which combination is the correct set of the 3 categories of youth employment information?
Industry ranking, average annual income, and turnover rate
Stated capital, shareholders, and the banks used
The state of recruitment and hiring, the state of vocational skills development and improvement, and the state of employment management at the company
The state of recruitment and hiring, the level of wages and bonuses, and how complete the welfare benefit programmes are
AnswerC. The state of recruitment and hiring, the state of vocational skills development and improvement, and the state of employment management at the company
The youth employment information sheet of the Ministry of Health, Labour and Welfare (厚生労働省) sets out 3 categories: (a) the state of recruitment and hiring, (b) the state of vocational skills development and improvement, and (c) the state of employment management at the company. Where a request is made, supplying at least 1 piece of information for each of the 3 categories is mandatory.
Q29 | Primary sources
Which is the most appropriate way to reach primary sources in company research?
Collecting posts by employees and former employees on review sites and relying on whichever opinion appears most often
Using what an acquaintance told you just as it is
Reading several summary and explanatory articles and adopting whatever most of them say in common
Going to the annual securities reports on EDINET, the IR pages of the company's official website, and government statistics
AnswerD. Going to the annual securities reports on EDINET, the IR pages of the company's official website, and government statistics
Primary sources are the original materials published by the company itself or by government bodies. EDINET, the IR pages of company websites and government statistics such as e-Stat are the way in. Summary articles and reviews are best used as clues that lead you to those sources.
Q30 | Questions at a session
At a company information session, which question amounts to checking something on the basis of published materials?
Given that segment information shows several businesses, asking how assignments to them are decided
Asking the company to judge on the spot which is the better company, it or a rival in the same industry
Naming an employee and probing into their family circumstances and household
Asking a staff member for their personal forecast of what the share price will be next year
AnswerA. Given that segment information shows several businesses, asking how assignments to them are decided
An information session is a place to check what published materials cannot tell you, once you have read them. Pinning down facts such as segments and history first makes questions concrete. Which company is better, and where the share price will go, are not questions a company is in a position to answer.
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