Annual Report 2006
Transcription
Annual Report 2006
ANNUAL REPORT 2006 JAPAN SECURITIES DEALERS ASSOCIATION JAPAN SECURITIES DEALERS ASSOCIATION Contents Message From The Chairman 2 Securities Market 4 System Revisions 8 Self-Regulation (Compliance) 10 Self-Regulation (Securities Market) 14 Securities Strategic Policy 18 General Affairs & Administration 21 Membership 22 Data of JSDA 26 Profile 36 JAPAN SECURITIES DEALERS ASSOCIATION Contents Message From The Chairman 2 Securities Market 4 System Revisions 8 Self-Regulation (Compliance) 10 Self-Regulation (Securities Market) 14 Securities Strategic Policy 18 General Affairs & Administration 21 Membership 22 Data of JSDA 26 Profile 36 ooking back on fiscal 2005, it was a year of considerable progress for Japan’s securities markets. The stock market was given a boost by the start of full-scale recovery in the economy and the strong market activity by foreign and individual investors based on expectations for ongoing structural reforms and a long-awaited end to deflation. It went on to reach record levels, after hitting the post-bubble economy bottom marked in April 2003. In the bond market, long-term interest rates increased on the strength of the upswing in the economy as reflected in rising commodity prices and the Bank of Japan’s decision to end its quantitative easing policy. To ensure the continuation of a full-fledged economic recovery, however, Japan needs to follow through with full-scale structural reforms and its comprehensive response to the issues. In the financial sector, aiming to convert ourselves from a society of savers to one of investors, we need to make even greater efforts to accelerate the establishment of an infrastructure that will invigorate securities markets and further promote securities investment. Against this backdrop, we have focused our full efforts on issues we consider vital to improving investor confidence in securities markets and to stimulating those markets. These major issues include (1) educating the public about and increasing their awareness of securities, (2) building a strong market infrastructure, and (3) addressing market environment issues, such as the legal system. L Japan finds itself in a period of great social and economic upheaval brought about by the advent of a graying society with fewer children per family. Because of these trends, individuals increasingly need to invest their assets wisely. Hence the need for asset management services is growing. Financial literacy has become essential. To that end, we have been promoting the dissemination of knowledge about securities among the public by holding various types of seminars and seeking to improve the coverage of economics and finance in school curriculums. To spread knowledge about securities, it is indispensable to create an organizational drive within the school system to teach our youth about securities and investment. For that purpose, we believe the government should take the initiative by creating an educational structure for finance and economics, and formulating a legal basis such as investor education law to underpin those efforts. In future, we plan to proactively encourage the government and related parties to address this issue. While working to educate the public about securities, we also need to build securities markets that investors can trust. Unfortunately, there were a series of incidents in fiscal 2005, including the massive erroneous order or trading suspensions brought about by trading system troubles on stock exchanges, which caused not only great confusion but also a notable loss of confidence in securities markets and companies. In the wake of these incidents, JSDA investigated methods of preventing such situations and minimizing damages should they occur. The results were incorporated into a Board of Governor’s resolution, which was universally communicated to securities members. We also requested securities exchanges to introduce preventative measures to guard against future incidents. Furthermore, we established the Securities Market Infrastructure Reinforcement Fund based on voluntary contribution of the profits made by securities companies on the erroneous order. While specific use of the fund has yet to be determined, it will be applied to building infrastructure to recover and increase investor confidence in Japan’s markets. Among other uses, we are considering creating a backup system or backup center as a safeguard against disasters or trading system problems. As part of our efforts to improve the legal infrastructure for securities markets, we believe that continued favorable tax treatment for capital gains and dividends on stocks owned by individuals, reduced taxation on stocks inherited or gifted, and a 50% deduction from dividend income are important measures to ensure the continued vitality of the stock market. We are committed to working toward these goals. In response to changes in financial and capital markets, the Financial Instruments and Exchange Law was enacted in June 2006. The new law implements a comprehensive, cross-market system for regulating a broad-range of financial instruments in the interests of providing greater protection for investors. It aims to achieve thorough adherence to investor protection rules, increase the degree of convenience for investors, and make Japan’s financial and capital markets more international. JSDA is currently considering the establishment of self-regulatory rules in accordance with the new law. For the future, JSDA will continue to dedicate its full efforts to accomplish its missions, including vitalization of the securities market and promotion of securities investment by individual investors. In meeting these challenges, we look forward to your continued support and cooperation. Hiroshi Koshida Chairman Japan Securities Dealers Association 2 Annual Report 2006 Annual Report 2006 3 ooking back on fiscal 2005, it was a year of considerable progress for Japan’s securities markets. The stock market was given a boost by the start of full-scale recovery in the economy and the strong market activity by foreign and individual investors based on expectations for ongoing structural reforms and a long-awaited end to deflation. It went on to reach record levels, after hitting the post-bubble economy bottom marked in April 2003. In the bond market, long-term interest rates increased on the strength of the upswing in the economy as reflected in rising commodity prices and the Bank of Japan’s decision to end its quantitative easing policy. To ensure the continuation of a full-fledged economic recovery, however, Japan needs to follow through with full-scale structural reforms and its comprehensive response to the issues. In the financial sector, aiming to convert ourselves from a society of savers to one of investors, we need to make even greater efforts to accelerate the establishment of an infrastructure that will invigorate securities markets and further promote securities investment. Against this backdrop, we have focused our full efforts on issues we consider vital to improving investor confidence in securities markets and to stimulating those markets. These major issues include (1) educating the public about and increasing their awareness of securities, (2) building a strong market infrastructure, and (3) addressing market environment issues, such as the legal system. L Japan finds itself in a period of great social and economic upheaval brought about by the advent of a graying society with fewer children per family. Because of these trends, individuals increasingly need to invest their assets wisely. Hence the need for asset management services is growing. Financial literacy has become essential. To that end, we have been promoting the dissemination of knowledge about securities among the public by holding various types of seminars and seeking to improve the coverage of economics and finance in school curriculums. To spread knowledge about securities, it is indispensable to create an organizational drive within the school system to teach our youth about securities and investment. For that purpose, we believe the government should take the initiative by creating an educational structure for finance and economics, and formulating a legal basis such as investor education law to underpin those efforts. In future, we plan to proactively encourage the government and related parties to address this issue. While working to educate the public about securities, we also need to build securities markets that investors can trust. Unfortunately, there were a series of incidents in fiscal 2005, including the massive erroneous order or trading suspensions brought about by trading system troubles on stock exchanges, which caused not only great confusion but also a notable loss of confidence in securities markets and companies. In the wake of these incidents, JSDA investigated methods of preventing such situations and minimizing damages should they occur. The results were incorporated into a Board of Governor’s resolution, which was universally communicated to securities members. We also requested securities exchanges to introduce preventative measures to guard against future incidents. Furthermore, we established the Securities Market Infrastructure Reinforcement Fund based on voluntary contribution of the profits made by securities companies on the erroneous order. While specific use of the fund has yet to be determined, it will be applied to building infrastructure to recover and increase investor confidence in Japan’s markets. Among other uses, we are considering creating a backup system or backup center as a safeguard against disasters or trading system problems. As part of our efforts to improve the legal infrastructure for securities markets, we believe that continued favorable tax treatment for capital gains and dividends on stocks owned by individuals, reduced taxation on stocks inherited or gifted, and a 50% deduction from dividend income are important measures to ensure the continued vitality of the stock market. We are committed to working toward these goals. In response to changes in financial and capital markets, the Financial Instruments and Exchange Law was enacted in June 2006. The new law implements a comprehensive, cross-market system for regulating a broad-range of financial instruments in the interests of providing greater protection for investors. It aims to achieve thorough adherence to investor protection rules, increase the degree of convenience for investors, and make Japan’s financial and capital markets more international. JSDA is currently considering the establishment of self-regulatory rules in accordance with the new law. For the future, JSDA will continue to dedicate its full efforts to accomplish its missions, including vitalization of the securities market and promotion of securities investment by individual investors. In meeting these challenges, we look forward to your continued support and cooperation. Hiroshi Koshida Chairman Japan Securities Dealers Association 2 Annual Report 2006 Annual Report 2006 3 Securities Market Securities Market Japanese Stock Market 20,000 trillion (yen) 15,000 70 Japanese Economy NIKKEI 225 60 10,000 In fiscal 2005, the Japanese economy continued its recovery driven primarily by favorable conditions in the corporate sector and strong private-sector demand. Corporate sector recorded profit growth for the fourth consecutive fiscal year. Stronger private-sector demand was driven by further improvement in the employment environment and in personal incomes in response to a better balance of labor demand and supply. Corporate goods prices rose substantially under the impact of soaring prices for crude oil. Although consumer prices actually declined slightly in the first half due to declines in rice prices and utility costs, they started to rise in November and have continued to accelerate the price increase since January 2006, providing a clear sign that deflation is coming to an end. Stock Market In the fiscal year under review, the Japanese stock market swung upward overall. After the Nikkei 225 Average began at ¥11,590, the market remained level weighted down by an idling economy and rising inventories in the global IT industry due to struggling demand. The market hit its low for the year in mid-May, at ¥10,788, following which it staged a steady recovery with the help of the successive start up of investment trust funds and strong performances by overseas markets. On August 9, the Japanese government and the Bank of Japan both announced that the economy was no longer marking time. Business sentiment surged on the strength of expectations that deflation was coming to an end, causing a sharp rise in the stock market. Further impetus was provided by the overwhelming victory of the Liberal Democratic Party in the general election held in September, which heightened expectations for the ongoing LDP structural reform program. Foreign investors reacted with ballooning purchases of Japanese stocks. Following the election, the market continued to make progress, recovering to a five-year high of ¥16,000 at year end, representing a 40% improvement over the year. The upward climb continued in early 2006, but lost some ground 4 Annual Report 2006 50 TOPIX (X10) 40 30 5,000 Trading Value (right scale) 20 10 0 0 2001 2001 2001 2002 2002 2002 2003 2003 2003 2004 2004 2004 2005 2005 2005 Apr. Aug. Dec. Apr. Aug. Dec. Apr. Aug. Dec. Apr. Aug. Dec. Apr. Aug. Dec. in February due to a decline in individual investor buying power in reaction to a sharp drop in venture companies' stocks. Moving into March, the Bank of Japan announced the end to its quantitative easing policy, spreading expectations of an end to deflation throughout the market. Buoyed by this news, the market soared to ¥17,000 mark for the first time in five years and seven months. The market ended the fiscal year at ¥17,059, up 46% from the previous fiscal year end. On the strength of expectations that Japan was exiting its prolonged deflationary spiral, individual and foreign investors increased their activity in the market. Reflecting robust trading, annual trading value on the First Section of the Tokyo Stock Exchange rose to ¥554 trillion compared with ¥325 trillion in the previous fiscal year, and trading volume expanded to 536.4 billion shares compared with 373.5 billion shares in fiscal 2004. Bond Markets Primary Market In fiscal 2005, domestic public and corporate bonds issued through public offerings amounted to ¥211.6 trillion, dropping ¥4.3 trillion or 2.0% from the previous fiscal year. This was the first time in eight years that the market had contracted. Issuance of public bonds declined to ¥202.6 trillion, down by ¥5.3 trillion or 2.5%. The decrease could mainly be attributed to a 13.1% fall in financing bills, to ¥54.7 trillion* in relation to the treasury's financing tactics. Government bond issuance, however, grew by 1.9% to ¥130.0 trillion* because of an increase in debt rollover. Super longterm bonds remained the main component of Annual Report 2006 5 Securities Market Securities Market Japanese Stock Market 20,000 trillion (yen) 15,000 70 Japanese Economy NIKKEI 225 60 10,000 In fiscal 2005, the Japanese economy continued its recovery driven primarily by favorable conditions in the corporate sector and strong private-sector demand. Corporate sector recorded profit growth for the fourth consecutive fiscal year. Stronger private-sector demand was driven by further improvement in the employment environment and in personal incomes in response to a better balance of labor demand and supply. Corporate goods prices rose substantially under the impact of soaring prices for crude oil. Although consumer prices actually declined slightly in the first half due to declines in rice prices and utility costs, they started to rise in November and have continued to accelerate the price increase since January 2006, providing a clear sign that deflation is coming to an end. Stock Market In the fiscal year under review, the Japanese stock market swung upward overall. After the Nikkei 225 Average began at ¥11,590, the market remained level weighted down by an idling economy and rising inventories in the global IT industry due to struggling demand. The market hit its low for the year in mid-May, at ¥10,788, following which it staged a steady recovery with the help of the successive start up of investment trust funds and strong performances by overseas markets. On August 9, the Japanese government and the Bank of Japan both announced that the economy was no longer marking time. Business sentiment surged on the strength of expectations that deflation was coming to an end, causing a sharp rise in the stock market. Further impetus was provided by the overwhelming victory of the Liberal Democratic Party in the general election held in September, which heightened expectations for the ongoing LDP structural reform program. Foreign investors reacted with ballooning purchases of Japanese stocks. Following the election, the market continued to make progress, recovering to a five-year high of ¥16,000 at year end, representing a 40% improvement over the year. The upward climb continued in early 2006, but lost some ground 4 Annual Report 2006 50 TOPIX (X10) 40 30 5,000 Trading Value (right scale) 20 10 0 0 2001 2001 2001 2002 2002 2002 2003 2003 2003 2004 2004 2004 2005 2005 2005 Apr. Aug. Dec. Apr. Aug. Dec. Apr. Aug. Dec. Apr. Aug. Dec. Apr. Aug. Dec. in February due to a decline in individual investor buying power in reaction to a sharp drop in venture companies' stocks. Moving into March, the Bank of Japan announced the end to its quantitative easing policy, spreading expectations of an end to deflation throughout the market. Buoyed by this news, the market soared to ¥17,000 mark for the first time in five years and seven months. The market ended the fiscal year at ¥17,059, up 46% from the previous fiscal year end. On the strength of expectations that Japan was exiting its prolonged deflationary spiral, individual and foreign investors increased their activity in the market. Reflecting robust trading, annual trading value on the First Section of the Tokyo Stock Exchange rose to ¥554 trillion compared with ¥325 trillion in the previous fiscal year, and trading volume expanded to 536.4 billion shares compared with 373.5 billion shares in fiscal 2004. Bond Markets Primary Market In fiscal 2005, domestic public and corporate bonds issued through public offerings amounted to ¥211.6 trillion, dropping ¥4.3 trillion or 2.0% from the previous fiscal year. This was the first time in eight years that the market had contracted. Issuance of public bonds declined to ¥202.6 trillion, down by ¥5.3 trillion or 2.5%. The decrease could mainly be attributed to a 13.1% fall in financing bills, to ¥54.7 trillion* in relation to the treasury's financing tactics. Government bond issuance, however, grew by 1.9% to ¥130.0 trillion* because of an increase in debt rollover. Super longterm bonds remained the main component of Annual Report 2006 5 Among the special features of the year, the amount of BBB-rated bond issued grew 22.3% and the amount of corporate bonds targeting individual investors increased 6.5%. Furthermore, there were many first-time issuers of bonds to the public in the fiscal year under review. Other notable trends included asset-backed bond issuance jumping 89.4%, to ¥0.4 trillion. Among bonds issued by non-residents, issuance of yen-denominated foreign bonds decreased 5.1% from the previous fiscal year, to ¥1.6 trillion. However, issuance of large-scale bonds by high-rated private companies in leading industrialized nations was robust. International organization located in Latin America issued yen-denominated foreign bonds. This was the first time for Central and South American issuers to issue yen-denominated bonds after Argentina's default on its debt. Domestic Public and Corporate Bonds Issued Through Public Offerings Billions of yen Fiscal Year 2000 2001 2002 2003 2004 2005 Government bonds 133,901 140,947 152,719 179,021 190,494 184,724 Other public bonds 7,460 7,271 9,847 14,182 17,430 17,913 Corporate bonds 8,479 8,849 8,040 7,269 6,273 7,371 Yen-denominated foreign bonds 2,382 1,298 641 943 1,677 1,592 152,222 158,366 171,247 201,415 215,874 211,599 Total OTC Bond Trading Billions of yen *This figure excludes treasury bills and financing bills that FY2004 FY2005 6,317,397 6,900,627 574,071 977,979 Long term (10 and 6 years) 2,156,802 2,379,783 Medium term (2 to 4 years) 1,466,848 1,764,268 were issued and matured in fiscal 2005. Total government bonds Long term (over 10 years) Secondary Market Ending the previous fiscal year at 1.320%, the yield (reference prices [yields] for OTC bond transactions at simple interest for 10-year government bonds recently issued) on long-term government bonds moved steadily down from April to the latter part of July. Yields then started to recover, although there was another downward spell from the latter part of August to early September. This recovery lasted until mid-November, with the yield rising to 1.620% on November 7, passing a previous high record (1.610%) on August 25, 2004. Following this high, the yield retreated somewhat, moving within a tight box between mid1.4% and mid-1.5%. As the view that the quantitative easing policy was going to end gathered strength from mid-February, however, the yield swung upward sharply to end the fiscal year at 1.764%. Discount 3,039 61 439,609 373,005 Financing bills 1,677,029 1,405,531 Municipal bonds 48,396 56,084 Government-guaranteed bonds 73,530 81,499 Fiscal Investment and Loan Program Agency Bonds, etc. 14,420 19,229 690 101 32,563 30,427 32,563 30,427 1 0 Treasury bills Other special bonds Bank debentures Interest-bearing Discount Yen-denominated foreign bonds (Samurai bonds) 13,564 13,423 Total corporate bonds 89,824 79,851 1,302 1,321 Electric power bonds 23,590 14,523 Other bonds 64,933 64,007 349 1,121 2,249 1,455 41,565 39,976 33,765 32,791 NTT, JR bonds Specified corporate debt security Convertible bonds and warrant bonds Private placement bonds Municipal bonds Others Total 6 Annual Report 2006 Securities Market issuance growth while the issuance of government bonds for individual investors continued to grow in popularity due to the end to unlimited bank deposit guarantee system and the introduction of five-year fixed interest-bearing bonds. A variety of measures were introduced in the market during the fiscal year, such as the relaxation of the restriction on selling inflation-indexed government bonds. Moreover, the syndicate system that had contributed to the smooth absorption of government bond issues by the market since 1966 was abolished in March 2006 due to the JGB Market Special Participants scheme becoming firmly established. government bond issues by the market since 1966 was abolished in March 2006 due to the firm establishment of the JGB Market Special Participants scheme. Among municipal bonds and governmentguaranteed bonds issuance, the amount of Fiscal Investment and Loan Program Agency Bonds issued rose 56.4% year on year, to ¥4.7 trillion under the influence of the start of securitization of the previous housing loans held by the Government Housing Loan Corporation. Municipal bond issuance expanded 9.4%, to ¥6.2 trillion as municipalities increasing raised funds in capital markets due to the contraction in government funding. On the other hand, government-guaranteed bonds issuance declined 20.0%, to ¥7.0 trillion, reflecting the drop in bond issuance by the Deposit Insurance Corporation of Japan. At the same time, there has been a significant broadening of the terms available in these types of bonds, with the Fiscal Investment and Loan Program Agency issuing the first domestic 40-year bonds and the first issues of 15year and 3-year government-guaranteed bonds. The value of corporate bonds issued climbed ¥1.1 trillion, or 17.5%, to ¥7.4 trillion from the previous fiscal year. Of that amount, straight bonds increased 17.1% from the preceding year to ¥6.9 trillion, rising for the first time in four years. Behind the increase was growth in demand for funds for capital investment because of improved corporate performance and anticipation of a hike in interest rates after the prolonged low-interest-rate climate. 7,800 7,184 6,634,547 7,223,791 Annual Report 2006 7 Among the special features of the year, the amount of BBB-rated bond issued grew 22.3% and the amount of corporate bonds targeting individual investors increased 6.5%. Furthermore, there were many first-time issuers of bonds to the public in the fiscal year under review. Other notable trends included asset-backed bond issuance jumping 89.4%, to ¥0.4 trillion. Among bonds issued by non-residents, issuance of yen-denominated foreign bonds decreased 5.1% from the previous fiscal year, to ¥1.6 trillion. However, issuance of large-scale bonds by high-rated private companies in leading industrialized nations was robust. International organization located in Latin America issued yen-denominated foreign bonds. This was the first time for Central and South American issuers to issue yen-denominated bonds after Argentina's default on its debt. Domestic Public and Corporate Bonds Issued Through Public Offerings Billions of yen Fiscal Year 2000 2001 2002 2003 2004 2005 Government bonds 133,901 140,947 152,719 179,021 190,494 184,724 Other public bonds 7,460 7,271 9,847 14,182 17,430 17,913 Corporate bonds 8,479 8,849 8,040 7,269 6,273 7,371 Yen-denominated foreign bonds 2,382 1,298 641 943 1,677 1,592 152,222 158,366 171,247 201,415 215,874 211,599 Total OTC Bond Trading Billions of yen *This figure excludes treasury bills and financing bills that FY2004 FY2005 6,317,397 6,900,627 574,071 977,979 Long term (10 and 6 years) 2,156,802 2,379,783 Medium term (2 to 4 years) 1,466,848 1,764,268 were issued and matured in fiscal 2005. Total government bonds Long term (over 10 years) Secondary Market Ending the previous fiscal year at 1.320%, the yield (reference prices [yields] for OTC bond transactions at simple interest for 10-year government bonds recently issued) on long-term government bonds moved steadily down from April to the latter part of July. Yields then started to recover, although there was another downward spell from the latter part of August to early September. This recovery lasted until mid-November, with the yield rising to 1.620% on November 7, passing a previous high record (1.610%) on August 25, 2004. Following this high, the yield retreated somewhat, moving within a tight box between mid1.4% and mid-1.5%. As the view that the quantitative easing policy was going to end gathered strength from mid-February, however, the yield swung upward sharply to end the fiscal year at 1.764%. Discount 3,039 61 439,609 373,005 Financing bills 1,677,029 1,405,531 Municipal bonds 48,396 56,084 Government-guaranteed bonds 73,530 81,499 Fiscal Investment and Loan Program Agency Bonds, etc. 14,420 19,229 690 101 32,563 30,427 32,563 30,427 1 0 Treasury bills Other special bonds Bank debentures Interest-bearing Discount Yen-denominated foreign bonds (Samurai bonds) 13,564 13,423 Total corporate bonds 89,824 79,851 1,302 1,321 Electric power bonds 23,590 14,523 Other bonds 64,933 64,007 349 1,121 2,249 1,455 41,565 39,976 33,765 32,791 NTT, JR bonds Specified corporate debt security Convertible bonds and warrant bonds Private placement bonds Municipal bonds Others Total 6 Annual Report 2006 Securities Market issuance growth while the issuance of government bonds for individual investors continued to grow in popularity due to the end to unlimited bank deposit guarantee system and the introduction of five-year fixed interest-bearing bonds. A variety of measures were introduced in the market during the fiscal year, such as the relaxation of the restriction on selling inflation-indexed government bonds. Moreover, the syndicate system that had contributed to the smooth absorption of government bond issues by the market since 1966 was abolished in March 2006 due to the JGB Market Special Participants scheme becoming firmly established. government bond issues by the market since 1966 was abolished in March 2006 due to the firm establishment of the JGB Market Special Participants scheme. Among municipal bonds and governmentguaranteed bonds issuance, the amount of Fiscal Investment and Loan Program Agency Bonds issued rose 56.4% year on year, to ¥4.7 trillion under the influence of the start of securitization of the previous housing loans held by the Government Housing Loan Corporation. Municipal bond issuance expanded 9.4%, to ¥6.2 trillion as municipalities increasing raised funds in capital markets due to the contraction in government funding. On the other hand, government-guaranteed bonds issuance declined 20.0%, to ¥7.0 trillion, reflecting the drop in bond issuance by the Deposit Insurance Corporation of Japan. At the same time, there has been a significant broadening of the terms available in these types of bonds, with the Fiscal Investment and Loan Program Agency issuing the first domestic 40-year bonds and the first issues of 15year and 3-year government-guaranteed bonds. The value of corporate bonds issued climbed ¥1.1 trillion, or 17.5%, to ¥7.4 trillion from the previous fiscal year. Of that amount, straight bonds increased 17.1% from the preceding year to ¥6.9 trillion, rising for the first time in four years. Behind the increase was growth in demand for funds for capital investment because of improved corporate performance and anticipation of a hike in interest rates after the prolonged low-interest-rate climate. 7,800 7,184 6,634,547 7,223,791 Annual Report 2006 7 Amendments to the Securities and Exchange Law In June 2005, in response to the recent changes in the environment surrounding securities markets, the following revisions were made to the Securities and Exchange Law to further increase the fairness and transparency of domestic securities markets and to improve international competitiveness. These revisions are being enforced in order starting in July 2005. (1) Revision in TOB regulation The takeover bid (TOB) regulation did not apply to off-floor transactions (transactions made outside market hours via network system provided by stock exchanges). To provide all shareholders with an equal opportunity to sell shares, however, the criterion was revised. Now the TOB regulation applies to off-floor transactions similar to negotiated transactions in the case where the purchaser plans to purchase the target company’s share exceeded 1/3 of outstanding shares. As a result, with regard to such off-floor transactions as described above, a buyer is obliged to comply with procedures required for TOBs and must disclose the purchase price and other related information beforehand. (2) Disclosure made mandatory for parent companies of listed companies Previously, when a subsidiary of an unlisted company was a listed company, the parent company did not have to disclose its business or financial information. However, to establish trust in the business disclosure system, the law has been revised to make it mandatory to disclose information on the parent companies of listed companies. (3) Acceptance of information disclosure in English by foreign companies and other institutions In the past, a foreign company listed on securities markets in Japan had to annually prepare and submit a Securities Report in Japanese. To make Japan’s securities markets more international and more internationally competitive, the law has been revised to enable foreign companies and other institutions to submit the Securities Report in English as long as Japanese summaries and other supplemental documentation are provided. This revision applies only to the companies and other institutions which disclose their information in English in accordance with proper disclosure standards in their own jurisdictions. 8 Annual Report 2006 System Revisions System Revisions Revision of Securities-Related Taxation System In September 2005, three securities-related associations submitted their requests for the taxation system revision in the fiscal 2006 to the related authorities. The main focus of the requests was on measures to promote the shift from savings to investment and to unify the taxation of financial income. Despite these efforts, no measure to unify the taxation of financial income was included in the government’s taxation system revision in the fiscal 2006. However, the revisions did implemented measures to improve the degree of convenience of securities companies’ special account system, which falls under the popular tax payment system among individual investors, to allow securities companies to deliver their special account annual transaction reports to customers by electronic means. In addition, various tax measures were introduced to promote international investment. For example, the special tax treatment for cross-border repurchase transactions in public and corporate bonds that was scheduled to be abolished at the end of March 2006 was extended for another two years. Enactment of the Financial Instruments and Exchange Law The “Financial Instruments and Exchange Law” was enacted in June 2006. Taking into account changes in the environment of financial and capital markets, the law sets up a cross-product legal structure to protect investors. This reform aims to achieve thorough adherence to investor protection rules, increase the degree of convenience of investors, and make Japan’s financial and capital markets more international. The major points are as follows. (1) The name of the “Securities and Exchange Law” will be changed to the “Financial Instruments and Exchange Law.” (2) Comprehensive regulations on definitions regarding contracts to invest as a group (collective investment schemes) will be set up, expanding the scope of financial products covered by the law. (3) Sales, portfolio management, advice and asset management will all fall under financial instruments businesses, and regulations will be established for practitioners in accordance with the nature of their business. (4) Application of business practices rules will be made flexible in accordance with the type of business and targeted customers. Annual Report 2006 9 Amendments to the Securities and Exchange Law In June 2005, in response to the recent changes in the environment surrounding securities markets, the following revisions were made to the Securities and Exchange Law to further increase the fairness and transparency of domestic securities markets and to improve international competitiveness. These revisions are being enforced in order starting in July 2005. (1) Revision in TOB regulation The takeover bid (TOB) regulation did not apply to off-floor transactions (transactions made outside market hours via network system provided by stock exchanges). To provide all shareholders with an equal opportunity to sell shares, however, the criterion was revised. Now the TOB regulation applies to off-floor transactions similar to negotiated transactions in the case where the purchaser plans to purchase the target company’s share exceeded 1/3 of outstanding shares. As a result, with regard to such off-floor transactions as described above, a buyer is obliged to comply with procedures required for TOBs and must disclose the purchase price and other related information beforehand. (2) Disclosure made mandatory for parent companies of listed companies Previously, when a subsidiary of an unlisted company was a listed company, the parent company did not have to disclose its business or financial information. However, to establish trust in the business disclosure system, the law has been revised to make it mandatory to disclose information on the parent companies of listed companies. (3) Acceptance of information disclosure in English by foreign companies and other institutions In the past, a foreign company listed on securities markets in Japan had to annually prepare and submit a Securities Report in Japanese. To make Japan’s securities markets more international and more internationally competitive, the law has been revised to enable foreign companies and other institutions to submit the Securities Report in English as long as Japanese summaries and other supplemental documentation are provided. This revision applies only to the companies and other institutions which disclose their information in English in accordance with proper disclosure standards in their own jurisdictions. 8 Annual Report 2006 System Revisions System Revisions Revision of Securities-Related Taxation System In September 2005, three securities-related associations submitted their requests for the taxation system revision in the fiscal 2006 to the related authorities. The main focus of the requests was on measures to promote the shift from savings to investment and to unify the taxation of financial income. Despite these efforts, no measure to unify the taxation of financial income was included in the government’s taxation system revision in the fiscal 2006. However, the revisions did implemented measures to improve the degree of convenience of securities companies’ special account system, which falls under the popular tax payment system among individual investors, to allow securities companies to deliver their special account annual transaction reports to customers by electronic means. In addition, various tax measures were introduced to promote international investment. For example, the special tax treatment for cross-border repurchase transactions in public and corporate bonds that was scheduled to be abolished at the end of March 2006 was extended for another two years. Enactment of the Financial Instruments and Exchange Law The “Financial Instruments and Exchange Law” was enacted in June 2006. Taking into account changes in the environment of financial and capital markets, the law sets up a cross-product legal structure to protect investors. This reform aims to achieve thorough adherence to investor protection rules, increase the degree of convenience of investors, and make Japan’s financial and capital markets more international. The major points are as follows. (1) The name of the “Securities and Exchange Law” will be changed to the “Financial Instruments and Exchange Law.” (2) Comprehensive regulations on definitions regarding contracts to invest as a group (collective investment schemes) will be set up, expanding the scope of financial products covered by the law. (3) Sales, portfolio management, advice and asset management will all fall under financial instruments businesses, and regulations will be established for practitioners in accordance with the nature of their business. (4) Application of business practices rules will be made flexible in accordance with the type of business and targeted customers. Annual Report 2006 9 Revising the Qualification Examination System for Sales Representatives In view of the entrance of special members to the sales agency business for securities companies and other recent system changes and the number of people taking examinations for various qualifications in the securities industry, JSDA formed a working group to consider the overall revision of its qualification examination system for sales representatives in November 2004. The working group produced a report in June 2005. In September 2005, based on the working group’s report, JSDA revised its regulations to implement the following two points. First, JSDA broadened the scope of people able to take the internal administrator qualification examination for regular and special members, expanding it to include employees of holding companies of a member company or employees of companies planning to become JSDA members (enforced in December 2005). Second, in consideration of the number of examination applicants for different examinations, JSDA made the examination process more practical by integrating the qualification examination for margin transactions sales representatives into the class-1 sales representative qualification examination and the qualification examination for sales managers into the internal administrator qualification examination (enforced in April 2006). Self-Regulation (Compliance) Self-Regulation (Compliance) customers and building trust in securities companies, established a JSDA working group concerning a response to the issue of forgery and theft of cards in October 2005. The working group deliberated self-regulatory rules for the securities industry. Based on those deliberations, in February 2006, Resolution concerning the Protection, etc., of Customers from Illegal Withdrawal resulting from the Forgery or Theft of Cards was passed by the Board of Governors of JSDA (Self-regulation Board). This resolution states that with the exception of cases where the customer has been seriously negligent, in principle, the customer shall be compensated for damages resulting from the forgery or theft of a securities company card. JSDA also published a Q&A pamphlet on the resolution for its members. Creating Business Continuity Plans (BCPs) (1) Establishing Member BCPs In June 2005, JSDA issued Guidelines for Regular Members on Establishing Business Continuity System in cases of Contingencies as a Resolution of Board of Governors (Self-regulation Board). The guidelines contain fundamental approach and specific ideas on measures to be taken to preserve business viability in the event of a disaster. They consider how to maintain the functioning of securities companies and the securities market and protecting customers’ assets and the reliability of securities transactions in the event of earthquakes, typhoon or flood damage, terrorist attacks, and other disasters. In conjunction with these guidelines, JSDA also published A Member’s Guide to Setting Up a “BCP” with Specific Plan Items and Examples of Measures, which explains procedures according to hypothesized disaster scenarios. (2) Establishing a BCP for the Overall Securities Market Tackling the Issue of Forged and Stolen Cash Cards Recently many consumers have suffered damages due to cash cards issued by banks and other financial institutions being forged or stolen. Because this has become a social issue, a law regarding scope of compensation by banks and other financial institutions to depositors who have lost money due to their cash cards being forged or stolen was enacted in August 2005 and enforced in February 2006. Cards issued by securities companies do not fall under this law. The securities industry, however, from the perspective of protecting 10 Annual Report 2006 In September 2005, under the joint auspices of the Self-regulation and the Securities Strategic Policy Boards, JSDA formed a working group on a BCP for the overall securities market. The working group examined maintaining the major functions of the securities market during a temporary period of difficulty after a major earthquake, terrorist attack or other disaster or recovering or rebuilding the securities market. Their report was issued in February 2006. Based on that report, the Self-regulation and the Securities Strategic Policy Boards took steps to begin creating of a BCP for the overall securities market. The boards decided to request that securities market-related institutions and people participate in a forum about forming a BCP for the overall securities market, and sent out these requests. Annual Report 2006 11 Revising the Qualification Examination System for Sales Representatives In view of the entrance of special members to the sales agency business for securities companies and other recent system changes and the number of people taking examinations for various qualifications in the securities industry, JSDA formed a working group to consider the overall revision of its qualification examination system for sales representatives in November 2004. The working group produced a report in June 2005. In September 2005, based on the working group’s report, JSDA revised its regulations to implement the following two points. First, JSDA broadened the scope of people able to take the internal administrator qualification examination for regular and special members, expanding it to include employees of holding companies of a member company or employees of companies planning to become JSDA members (enforced in December 2005). Second, in consideration of the number of examination applicants for different examinations, JSDA made the examination process more practical by integrating the qualification examination for margin transactions sales representatives into the class-1 sales representative qualification examination and the qualification examination for sales managers into the internal administrator qualification examination (enforced in April 2006). Self-Regulation (Compliance) Self-Regulation (Compliance) customers and building trust in securities companies, established a JSDA working group concerning a response to the issue of forgery and theft of cards in October 2005. The working group deliberated self-regulatory rules for the securities industry. Based on those deliberations, in February 2006, Resolution concerning the Protection, etc., of Customers from Illegal Withdrawal resulting from the Forgery or Theft of Cards was passed by the Board of Governors of JSDA (Self-regulation Board). This resolution states that with the exception of cases where the customer has been seriously negligent, in principle, the customer shall be compensated for damages resulting from the forgery or theft of a securities company card. JSDA also published a Q&A pamphlet on the resolution for its members. Creating Business Continuity Plans (BCPs) (1) Establishing Member BCPs In June 2005, JSDA issued Guidelines for Regular Members on Establishing Business Continuity System in cases of Contingencies as a Resolution of Board of Governors (Self-regulation Board). The guidelines contain fundamental approach and specific ideas on measures to be taken to preserve business viability in the event of a disaster. They consider how to maintain the functioning of securities companies and the securities market and protecting customers’ assets and the reliability of securities transactions in the event of earthquakes, typhoon or flood damage, terrorist attacks, and other disasters. In conjunction with these guidelines, JSDA also published A Member’s Guide to Setting Up a “BCP” with Specific Plan Items and Examples of Measures, which explains procedures according to hypothesized disaster scenarios. (2) Establishing a BCP for the Overall Securities Market Tackling the Issue of Forged and Stolen Cash Cards Recently many consumers have suffered damages due to cash cards issued by banks and other financial institutions being forged or stolen. Because this has become a social issue, a law regarding scope of compensation by banks and other financial institutions to depositors who have lost money due to their cash cards being forged or stolen was enacted in August 2005 and enforced in February 2006. Cards issued by securities companies do not fall under this law. The securities industry, however, from the perspective of protecting 10 Annual Report 2006 In September 2005, under the joint auspices of the Self-regulation and the Securities Strategic Policy Boards, JSDA formed a working group on a BCP for the overall securities market. The working group examined maintaining the major functions of the securities market during a temporary period of difficulty after a major earthquake, terrorist attack or other disaster or recovering or rebuilding the securities market. Their report was issued in February 2006. Based on that report, the Self-regulation and the Securities Strategic Policy Boards took steps to begin creating of a BCP for the overall securities market. The boards decided to request that securities market-related institutions and people participate in a forum about forming a BCP for the overall securities market, and sent out these requests. Annual Report 2006 11 Strengthening Inspection System Items Inspected in Fiscal 2005 JSDA conducts onsite inspections of the operations of its members at regular intervals to ensure they are observing laws, regulations and self-regulatory rules, and also to check their internal administrative systems. Self-Regulation (Compliance) Compliance with suitability principle Sales activities by unregistered and unqualified personnel Segregation of client assets Compliance with the laws and rules concerning off-exchange transactions Compliance with the laws and rules concerning Green Sheet Issue transactions (1) Inspections of Regular Members Undertaking transactions using a fictitious name and lending or borrowing of a Guided by fiscal 2004 results, JSDA inspected 102 regular member firms on-site in fiscal 2005. Emphasis was placed on (i ) segregation of client assets, (ii) registration of sales representatives, (iii) compliance with laws and regulations, (iv) compliance with “suitability principles”, and (v) expansion and strengthening of the internal administration system. Of the inspected regular members, 46 members that are also market participants of stock exchanges in Japan were inspected jointly with stock exchanges. Through this joint inspections system, JSDA and stock exchanges aim to implement effective inspections and remove the burden of duplicated inspections on the companies. As a result of the inspections of regular member firms, 27 violated items were discovered at a total of 57 companies (legal violations at 47 firms, self-regulatory violations at 27 firms, both at 17 firms). No violation was discovered at a total of 45 regular member firms. Of the 57 firms found to have regulatory violations, 1 firm was given warnings and required to strengthen their internal administration systems. In addition, at the request of the Tokyo, Osaka, and Jasdaq stock exchanges, JSDA cooperated in investigations into stock transactions of 222 issues at a total of 720 securities firms. name or address Unapproved buying and selling Lending and borrowing of cash or securities to or from clients Compliance with laws and regulations on soliciting investment and managing customers, etc. Compliance with other laws and regulations on other forbidden practices Internal administration practices Regulated capital-adequacy ratio* Property* (Note) Items marked with an asterisk are not included in the inspection of special members. However, special members are also inspected for items not included in regular member inspections: (1) investment solicitation with an offer of special advantages for financing, etc., (2) measures to ensure customers understand the differences between securities and cash deposits, and (3) automatic credit provision. (2) Inspections of Special Members JSDA conducts inspections of special members such as banks, trust banks, credit banks (shinkin banks) and insurance companies either on-the-spot or through document-based inspections. In the fiscal 2005, JSDA inspected 62 institutions on-site, and 8 others based on documents with emphasis placed on the same items as regular member inspections. As a result of the inspections of special member firms, 9 violated items were discovered at a total of 14 institutions (legal violations at 4 institutions, self-regulatory violations at 11 institutions, both at 1 institution). No violation was discovered at a total of 56 special member firms. 12 Annual Report 2006 Annual Report 2006 13 Strengthening Inspection System Items Inspected in Fiscal 2005 JSDA conducts onsite inspections of the operations of its members at regular intervals to ensure they are observing laws, regulations and self-regulatory rules, and also to check their internal administrative systems. Self-Regulation (Compliance) Compliance with suitability principle Sales activities by unregistered and unqualified personnel Segregation of client assets Compliance with the laws and rules concerning off-exchange transactions Compliance with the laws and rules concerning Green Sheet Issue transactions (1) Inspections of Regular Members Undertaking transactions using a fictitious name and lending or borrowing of a Guided by fiscal 2004 results, JSDA inspected 102 regular member firms on-site in fiscal 2005. Emphasis was placed on (i ) segregation of client assets, (ii) registration of sales representatives, (iii) compliance with laws and regulations, (iv) compliance with “suitability principles”, and (v) expansion and strengthening of the internal administration system. Of the inspected regular members, 46 members that are also market participants of stock exchanges in Japan were inspected jointly with stock exchanges. Through this joint inspections system, JSDA and stock exchanges aim to implement effective inspections and remove the burden of duplicated inspections on the companies. As a result of the inspections of regular member firms, 27 violated items were discovered at a total of 57 companies (legal violations at 47 firms, self-regulatory violations at 27 firms, both at 17 firms). No violation was discovered at a total of 45 regular member firms. Of the 57 firms found to have regulatory violations, 1 firm was given warnings and required to strengthen their internal administration systems. In addition, at the request of the Tokyo, Osaka, and Jasdaq stock exchanges, JSDA cooperated in investigations into stock transactions of 222 issues at a total of 720 securities firms. name or address Unapproved buying and selling Lending and borrowing of cash or securities to or from clients Compliance with laws and regulations on soliciting investment and managing customers, etc. Compliance with other laws and regulations on other forbidden practices Internal administration practices Regulated capital-adequacy ratio* Property* (Note) Items marked with an asterisk are not included in the inspection of special members. However, special members are also inspected for items not included in regular member inspections: (1) investment solicitation with an offer of special advantages for financing, etc., (2) measures to ensure customers understand the differences between securities and cash deposits, and (3) automatic credit provision. (2) Inspections of Special Members JSDA conducts inspections of special members such as banks, trust banks, credit banks (shinkin banks) and insurance companies either on-the-spot or through document-based inspections. In the fiscal 2005, JSDA inspected 62 institutions on-site, and 8 others based on documents with emphasis placed on the same items as regular member inspections. As a result of the inspections of special member firms, 9 violated items were discovered at a total of 14 institutions (legal violations at 4 institutions, self-regulatory violations at 11 institutions, both at 1 institution). No violation was discovered at a total of 56 special member firms. 12 Annual Report 2006 Annual Report 2006 13 Stock Market (1) Revision of Stock Distribution Rules JSDA has continued to address the issue of the distribution of new issues of shares, etc., to customers in order to promote smooth absorption by the broad range of investors and ensure the fair distribution to customers by underwriters. To that end, JSDA has put in place regulations requiring its members to create and make public internal rules and other measures regarding their book building method and distribution. JSDA has also made sure that these rules and measures were actually followed. However, along with the growing popularity since 2004 of IPOs among individual and other investors, there have been many complaints that the distribution process is not transparent and that unfair practices, such as tying the IPO shares to other products, exist in the market. In response, in February 2005, JSDA formed a working group that discussed the method of deciding distribution as well as the method of price setting. The results of those deliberations were made public in report issued in November 2005. Based on this report, in January 2006, JSDA reformed the pertinent resolution of the Board of Governors. The revised resolution requires that a lottery system be introduced to the distribution for IPO shares and that JSDA members explain their distribution policy in writing to investors as specifically and clearly as possible. The revised resolution will be enforced in July 2006. 14 Annual Report 2006 (2) Revision of the Regulations governing OTC Handled Securities Issued by Listed Companies JSDA's regulations classified unlisted preferred shares and other unlisted securities issued by listed companies as OTC Handled Securities, and forbade JSDA members from soliciting investment in these unlisted securities. However, large volumes of unlisted preferred shares, which were mainly issued by banks in the past, were sold to investors. For that reason, sell needs have arisen among investors that received allotments of such unlisted preferred shares issued by listed companies. In addition, opinions were expressed to the effect that it would be a sounder market if securities companies were able to properly solicit investment in such unlisted securities rather than leaving investors to find counterparties on their own. In consideration of these conditions, JSDA set up a working group in September 2005, and carried out investigations. Based on the results of the working group's discussions, JSDA revised its regulations in March 2006. Members of JSDA are now allowed to solicit investment in OTC Handled Securities issued by listed companies that carry out business disclosure. JSDA members are required, however, to provide adequate explanation of the features of these OTC Handled Securities to their customers. The revisions were enforced in April 2006. Self-Regulation (Securities Market) Self-Regulation (Securities Market) (3) Revision of the Green Sheet System In April 2005, along with the change in the categorization of Green Sheet Issues under the Securities and Exchange Law, JSDA made the necessary changes in its related regulations. Moreover, JSDA made revisions in the designating criteria for the Phoenix issue system, which was established as a place to liquidate delisted issues, including in the criteria such items as establishment of business disclosure system and improvement of reporting shortcomings. This action was taken in response to increase in issues delisted during 2005 due to window dressing of business performance, etc., a situation that had been relatively rare previously. Furthermore, JSDA revised the criteria for moving an issue from the Emerging Section, which mainly comprises venture company-related issues, to the Ordinary Section, which comprises other issues, including sales amount and operating income as factors to consider in addition to the previous recurring income standard. These revisions were enforced in April 2006. At March 31, 2006, there were a total of 89 issues being traded in the Green Sheet system, centered on the Emerging Section. Annual Report 2006 15 Stock Market (1) Revision of Stock Distribution Rules JSDA has continued to address the issue of the distribution of new issues of shares, etc., to customers in order to promote smooth absorption by the broad range of investors and ensure the fair distribution to customers by underwriters. To that end, JSDA has put in place regulations requiring its members to create and make public internal rules and other measures regarding their book building method and distribution. JSDA has also made sure that these rules and measures were actually followed. However, along with the growing popularity since 2004 of IPOs among individual and other investors, there have been many complaints that the distribution process is not transparent and that unfair practices, such as tying the IPO shares to other products, exist in the market. In response, in February 2005, JSDA formed a working group that discussed the method of deciding distribution as well as the method of price setting. The results of those deliberations were made public in report issued in November 2005. Based on this report, in January 2006, JSDA reformed the pertinent resolution of the Board of Governors. The revised resolution requires that a lottery system be introduced to the distribution for IPO shares and that JSDA members explain their distribution policy in writing to investors as specifically and clearly as possible. The revised resolution will be enforced in July 2006. 14 Annual Report 2006 (2) Revision of the Regulations governing OTC Handled Securities Issued by Listed Companies JSDA's regulations classified unlisted preferred shares and other unlisted securities issued by listed companies as OTC Handled Securities, and forbade JSDA members from soliciting investment in these unlisted securities. However, large volumes of unlisted preferred shares, which were mainly issued by banks in the past, were sold to investors. For that reason, sell needs have arisen among investors that received allotments of such unlisted preferred shares issued by listed companies. In addition, opinions were expressed to the effect that it would be a sounder market if securities companies were able to properly solicit investment in such unlisted securities rather than leaving investors to find counterparties on their own. In consideration of these conditions, JSDA set up a working group in September 2005, and carried out investigations. Based on the results of the working group's discussions, JSDA revised its regulations in March 2006. Members of JSDA are now allowed to solicit investment in OTC Handled Securities issued by listed companies that carry out business disclosure. JSDA members are required, however, to provide adequate explanation of the features of these OTC Handled Securities to their customers. The revisions were enforced in April 2006. Self-Regulation (Securities Market) Self-Regulation (Securities Market) (3) Revision of the Green Sheet System In April 2005, along with the change in the categorization of Green Sheet Issues under the Securities and Exchange Law, JSDA made the necessary changes in its related regulations. Moreover, JSDA made revisions in the designating criteria for the Phoenix issue system, which was established as a place to liquidate delisted issues, including in the criteria such items as establishment of business disclosure system and improvement of reporting shortcomings. This action was taken in response to increase in issues delisted during 2005 due to window dressing of business performance, etc., a situation that had been relatively rare previously. Furthermore, JSDA revised the criteria for moving an issue from the Emerging Section, which mainly comprises venture company-related issues, to the Ordinary Section, which comprises other issues, including sales amount and operating income as factors to consider in addition to the previous recurring income standard. These revisions were enforced in April 2006. At March 31, 2006, there were a total of 89 issues being traded in the Green Sheet system, centered on the Emerging Section. Annual Report 2006 15 Bond Market Self-Regulation (Securities Market) (1) Establishment of Market Practices for Shift to a Book-Entry Settlement System for Corporate and Municipal Bonds In preparation for the start of a book-entry settlement system for corporate and municipal bonds in January 2006, JSDA produced Book-Entry Settlement Guidelines for Corporate and Municipal Bonds to provide guidance for market practices to be followed by market participants. JSDA took this action to reduce settlement risk under the new system and promote smooth settlements. Settlement System Reform Timeline January 2001 • RTGS-based DVP settlement for JGBs commenced. January 2003 • Paperless book-entry system (electronic) for JGBs implemented. • Japan Securities Clearing Corporation started operations (clearing equities, etc. transactions between securities companies). March 2003 • Paperless book-entry system for short-term corporate debentures (electronic CP) started. May 2004 • General book-entry transfer DVP system for equities began (linked to JASDEC's pre-settlement matching system). • JASDEC DVP Clearing Corporation started operations (clearing of equities, etc. transactions among (2) Introduction of Prepayment Standard Japan: PSJ Model A dramatic expansion of the mortgage backed securities (MBS) market is being hoped for in Japan. JSDA responded to these expectations by starting a working group in November 2005 to study the establishment of necessary infrastructure. The working group decided on two actions to be taken in fiscal 2006 to promote the establishment of necessary infrastructure for the market. The first action was the creation of a Prepayment Standard Japan (PSJ) model to provide a common benchmark for market participants regarding the redemption of MBS before maturity. The second action was publication of PSJ projected statistical figures and other steps to promote the spread and use of the PSJ model. securities companies and institutional investors) February 2005 • JGB transaction matching got under way in the JASDEC's pre-settlement matching system. May 2005 • Japan Government Bond Clearing Corporation started operations (linked to JASDEC's pre-settlement matching system). January 2006 • Paperless book-entry system (electronic) for corporate and municipal bonds began. • Pre-settlement matching for corporate and municipal bonds and short-term corporate debentures got under way in the JASDEC's pre-settlement matching system. January 2007 • Paperless book-entry system (electronic) for investment trust beneficiary certificates is scheduled to start. By June 2009 16 Annual Report 2006 • Paperless book-entry system (electronic) for equities is scheduled to start. (3) Securitization Trend Survey Commencing at the end of May 2004, the Bank of Japan (BOJ) began a Survey of Trends in the Securitization Market to take a look at securitized products backed by domestic assets. BOJ summarized different categories of securities and issuance programs in the survey, and announced its results. However, this survey was only conducted for a limited period, and ended in March 2006. Because of its role as a information infrastructure contributing to smooth and efficient securitized product transactions, JSDA recognized that the continuation of a survey on the securitization market, which is still in its development stage, would be in the best interests of a wide-range of market participants. Consequently, in December 2005, JSDA decided to continue the survey jointly with the Japanese Bankers Association, beginning with the fiscal year starting April 2006. The survey results will be made public on the JDSA's web site. Annual Report 2006 17 Bond Market Self-Regulation (Securities Market) (1) Establishment of Market Practices for Shift to a Book-Entry Settlement System for Corporate and Municipal Bonds In preparation for the start of a book-entry settlement system for corporate and municipal bonds in January 2006, JSDA produced Book-Entry Settlement Guidelines for Corporate and Municipal Bonds to provide guidance for market practices to be followed by market participants. JSDA took this action to reduce settlement risk under the new system and promote smooth settlements. Settlement System Reform Timeline January 2001 • RTGS-based DVP settlement for JGBs commenced. January 2003 • Paperless book-entry system (electronic) for JGBs implemented. • Japan Securities Clearing Corporation started operations (clearing equities, etc. transactions between securities companies). March 2003 • Paperless book-entry system for short-term corporate debentures (electronic CP) started. May 2004 • General book-entry transfer DVP system for equities began (linked to JASDEC's pre-settlement matching system). • JASDEC DVP Clearing Corporation started operations (clearing of equities, etc. transactions among (2) Introduction of Prepayment Standard Japan: PSJ Model A dramatic expansion of the mortgage backed securities (MBS) market is being hoped for in Japan. JSDA responded to these expectations by starting a working group in November 2005 to study the establishment of necessary infrastructure. The working group decided on two actions to be taken in fiscal 2006 to promote the establishment of necessary infrastructure for the market. The first action was the creation of a Prepayment Standard Japan (PSJ) model to provide a common benchmark for market participants regarding the redemption of MBS before maturity. The second action was publication of PSJ projected statistical figures and other steps to promote the spread and use of the PSJ model. securities companies and institutional investors) February 2005 • JGB transaction matching got under way in the JASDEC's pre-settlement matching system. May 2005 • Japan Government Bond Clearing Corporation started operations (linked to JASDEC's pre-settlement matching system). January 2006 • Paperless book-entry system (electronic) for corporate and municipal bonds began. • Pre-settlement matching for corporate and municipal bonds and short-term corporate debentures got under way in the JASDEC's pre-settlement matching system. January 2007 • Paperless book-entry system (electronic) for investment trust beneficiary certificates is scheduled to start. By June 2009 16 Annual Report 2006 • Paperless book-entry system (electronic) for equities is scheduled to start. (3) Securitization Trend Survey Commencing at the end of May 2004, the Bank of Japan (BOJ) began a Survey of Trends in the Securitization Market to take a look at securitized products backed by domestic assets. BOJ summarized different categories of securities and issuance programs in the survey, and announced its results. However, this survey was only conducted for a limited period, and ended in March 2006. Because of its role as a information infrastructure contributing to smooth and efficient securitized product transactions, JSDA recognized that the continuation of a survey on the securitization market, which is still in its development stage, would be in the best interests of a wide-range of market participants. Consequently, in December 2005, JSDA decided to continue the survey jointly with the Japanese Bankers Association, beginning with the fiscal year starting April 2006. The survey results will be made public on the JDSA's web site. Annual Report 2006 17 Securities Strategic Policy Training Courses in Fiscal 2005 1. Seminar for company representatives 2. Training for executives 3. Training for internal administration supervisors 4. Training for internal administration assistant supervisors 5. Training for internal administrators 6. Training for sales managers 7. Compliance practice course 8. Securities Business Seminar 9. Seminar for accounting staff 10. Seminar for international securities business Securities Strategic Policy Training System 11. Compliance seminar for sales staff Based on a training program drawn up annually, JSDA provides training courses for executive officers and employees of member firms. The association also flexibly conducts training courses other than those included in the program in response to amendments of laws and institutional reform. In fiscal 2005, JSDA held training courses with an emphasis on further improving the quality of executive officers and employees of member firms, and thereby contributing to building greater confidence in securities industry among investors. Continuing on from fiscal 2004, the chief point of the training courses was to help member firms reinforce compliance. A total of 8,044 people participated in these courses, 1,476 people more than in the previous fiscal year. In addition to the regularly offered Compliance Practice Course, which is mainly targeted at employees in charge of compliance departments for member firms, JSDA offered the Compliance Seminar for Sales Staff as a new course in fiscal 2005. It primarily targets retail sales staff and aims to promote deeper understanding of the key points to bear in mind regarding compliance. To contribute to strengthening the compliance system and enhancing internal training in member firms, JSDA compiled and distributed a collection of rulebooks on laws and regulations to be used as reference material in internal training courses. In addition, the association provided summaries and training materials on compliance-related themes from among its training themes for the fiscal year. Moreover, it dispatched or introduced JSDA executive officers and employees and tax accountants and other specialists to act as lecturers at 40 in-house training sessions of member firms during the fiscal year. 18 Annual Report 2006 Investor Education (1) Activities of the Project for Dissemination of Securities Knowledge The securities industry formed the Project for Dissemination of Securities Knowledge to create a cross-market organization to promote investor education on a continuing basis over the long term. Comprising such securities-related organizations as JSDA, the Tokyo Stock Exchange, and The Investment Trust Association, the project is carrying out a variety of investor education activities on a cooperative basis. The following are the main activities. • Providing educational materials for middle and high school students • Offering a Stock Market Game for middle and high school students • Running internship programs for teachers at all school levels • Preparing to establish an introductory course about securities investment at the University of the Air • Holding events on Securities Investment Day (October 4th) • Holding Securities Investment Seminars as a spring event Annual Report 2006 19 Securities Strategic Policy Training Courses in Fiscal 2005 1. Seminar for company representatives 2. Training for executives 3. Training for internal administration supervisors 4. Training for internal administration assistant supervisors 5. Training for internal administrators 6. Training for sales managers 7. Compliance practice course 8. Securities Business Seminar 9. Seminar for accounting staff 10. Seminar for international securities business Securities Strategic Policy Training System 11. Compliance seminar for sales staff Based on a training program drawn up annually, JSDA provides training courses for executive officers and employees of member firms. The association also flexibly conducts training courses other than those included in the program in response to amendments of laws and institutional reform. In fiscal 2005, JSDA held training courses with an emphasis on further improving the quality of executive officers and employees of member firms, and thereby contributing to building greater confidence in securities industry among investors. Continuing on from fiscal 2004, the chief point of the training courses was to help member firms reinforce compliance. A total of 8,044 people participated in these courses, 1,476 people more than in the previous fiscal year. In addition to the regularly offered Compliance Practice Course, which is mainly targeted at employees in charge of compliance departments for member firms, JSDA offered the Compliance Seminar for Sales Staff as a new course in fiscal 2005. It primarily targets retail sales staff and aims to promote deeper understanding of the key points to bear in mind regarding compliance. To contribute to strengthening the compliance system and enhancing internal training in member firms, JSDA compiled and distributed a collection of rulebooks on laws and regulations to be used as reference material in internal training courses. In addition, the association provided summaries and training materials on compliance-related themes from among its training themes for the fiscal year. Moreover, it dispatched or introduced JSDA executive officers and employees and tax accountants and other specialists to act as lecturers at 40 in-house training sessions of member firms during the fiscal year. 18 Annual Report 2006 Investor Education (1) Activities of the Project for Dissemination of Securities Knowledge The securities industry formed the Project for Dissemination of Securities Knowledge to create a cross-market organization to promote investor education on a continuing basis over the long term. Comprising such securities-related organizations as JSDA, the Tokyo Stock Exchange, and The Investment Trust Association, the project is carrying out a variety of investor education activities on a cooperative basis. The following are the main activities. • Providing educational materials for middle and high school students • Offering a Stock Market Game for middle and high school students • Running internship programs for teachers at all school levels • Preparing to establish an introductory course about securities investment at the University of the Air • Holding events on Securities Investment Day (October 4th) • Holding Securities Investment Seminars as a spring event Annual Report 2006 19 (i) Survey of Teachers Regarding Economics and Financial Education From August 2004 to February 2005, in conjunction with an NPO Liaison Council comprised of securities-related NPOs, JSDA undertook a survey based on face-to-face interviews on economics and financial education in the school system. A report was issued in May 2005. (ii) Study Group on Individual Investors To determine recommendations for the reform of Japan’s financial system and for the strengthening of securities markets, a study group on individual investors was established in October 2004 as an advisory group to JSDA’s Chairman. The study group produced a report in September 2005. (iii) Council on the Model of Economic and Financial Education in the Public Education System In February 2005, JSDA formed the Council on the Model of Economic and Financial Education in the Public Education System. The council deliberated the various measures to remove obstacles to establishing a teaching system for economics and financial education in middle and high schools. The council tabled its report in October 2005. General Affairs & Administration JSDA Organizational Reform JSDA has traditionally addressed the issue of investor education, but with the shift in policy from savings to investment, the need to increase the public’s understanding of securities and investment has heightened. Against this backdrop, we set up the Institute for Securities Education and Public Relations, and integrated the functions of the Japan Institute for Securities Information and Public Relations, which was carrying out the same operations as a separate body. Through the integration, JSDA is aiming to expand and strengthen its efforts to educate and enlighten the public about securities and investment, to disseminate related knowledge and to promote more effective and efficient operations. In July 2005, we established a Sales Representative Examination Monitoring Office to daily monitor revisions in laws and regulations and maintain the appropriateness of JSDA’s qualification examinations. In addition, in October, we set up a Legal Office to administer JSDA’s Articles of Association and rules and to establish and promote an in-house legal compliance system in JSDA. Also in October, we established an Organization Planning Office to design the structure of our organization in response to changes in the environment, such as the introduction of the new Financial Instruments and Exchange Law. General Affairs & Administration (2) Other Investor Education Activities Establishment of the Securities Market Infrastructure Reinforcement Fund International Activities After the execution in December 2005 of a large erroneous commissioned trade order for newly listed J-Com Co. Ltd., JSDA investigated setting up a contribution scheme that would make use of the windfall profits made on the proprietary trading of J-Com stocks by securities companies. As a result, in January 2006, JSDA established the Securities Market Infrastructure Reinforcement Fund. The fund was set up in light of the loss of investor confidence in securities companies and the securities market because of erroneous orders and system troubles. It will be used to improve and strengthen trading system infrastructure aimed at reinstating and improving investor confidence and stimulation of securities markets. 20 Annual Report 2006 (1) International Conferences In April 2005, JSDA participated in the annual conference of the International Organization of Securities Commissions (IOSCO) as an affiliate member. Moreover, throughout the year, JSDA participated in and cooperated with the IOSCO’s activities as a member of the SRO Consultative Committee, a sub-committee of the IOSCO, by responding to public comments and engaging in other activities. In May 2005, JSDA participated in the 18th annual general meeting of the International Council of Securities Associations (ICSA). During the meeting, JSDA participated in discussion of issues regarding international securities markets by reporting in the session of “The Future for SROs and Trade Associations in Financial Services”. In addition, JSDA exchanged opinions with other participating groups on such issues as governance of market infrastructures, methods of introducing securities regulations, and the impact of pension reform on the securities market. (2) ASF Seminar In March 2006, JSDA hosted an Asia Securities Forum (ASF) seminar in Tokyo. JSDA, which acts as the permanent secretariat of the ASF, proposed the seminar as a method of nurturing and developing securities markets in the Asian region. The seminar was realized with the support of Japan’s Ministry of Finance and others. In addition to JSDA, other securities-related organizations, regulatory bodies, and securities companies also provided training during the seminar. The participants in the seminar mainly comprised officers and employees of securities-related organizations in Asian countries. Annual Report 2006 21 (i) Survey of Teachers Regarding Economics and Financial Education From August 2004 to February 2005, in conjunction with an NPO Liaison Council comprised of securities-related NPOs, JSDA undertook a survey based on face-to-face interviews on economics and financial education in the school system. A report was issued in May 2005. (ii) Study Group on Individual Investors To determine recommendations for the reform of Japan’s financial system and for the strengthening of securities markets, a study group on individual investors was established in October 2004 as an advisory group to JSDA’s Chairman. The study group produced a report in September 2005. (iii) Council on the Model of Economic and Financial Education in the Public Education System In February 2005, JSDA formed the Council on the Model of Economic and Financial Education in the Public Education System. The council deliberated the various measures to remove obstacles to establishing a teaching system for economics and financial education in middle and high schools. The council tabled its report in October 2005. General Affairs & Administration JSDA Organizational Reform JSDA has traditionally addressed the issue of investor education, but with the shift in policy from savings to investment, the need to increase the public’s understanding of securities and investment has heightened. Against this backdrop, we set up the Institute for Securities Education and Public Relations, and integrated the functions of the Japan Institute for Securities Information and Public Relations, which was carrying out the same operations as a separate body. Through the integration, JSDA is aiming to expand and strengthen its efforts to educate and enlighten the public about securities and investment, to disseminate related knowledge and to promote more effective and efficient operations. In July 2005, we established a Sales Representative Examination Monitoring Office to daily monitor revisions in laws and regulations and maintain the appropriateness of JSDA’s qualification examinations. In addition, in October, we set up a Legal Office to administer JSDA’s Articles of Association and rules and to establish and promote an in-house legal compliance system in JSDA. Also in October, we established an Organization Planning Office to design the structure of our organization in response to changes in the environment, such as the introduction of the new Financial Instruments and Exchange Law. General Affairs & Administration (2) Other Investor Education Activities Establishment of the Securities Market Infrastructure Reinforcement Fund International Activities After the execution in December 2005 of a large erroneous commissioned trade order for newly listed J-Com Co. Ltd., JSDA investigated setting up a contribution scheme that would make use of the windfall profits made on the proprietary trading of J-Com stocks by securities companies. As a result, in January 2006, JSDA established the Securities Market Infrastructure Reinforcement Fund. The fund was set up in light of the loss of investor confidence in securities companies and the securities market because of erroneous orders and system troubles. It will be used to improve and strengthen trading system infrastructure aimed at reinstating and improving investor confidence and stimulation of securities markets. 20 Annual Report 2006 (1) International Conferences In April 2005, JSDA participated in the annual conference of the International Organization of Securities Commissions (IOSCO) as an affiliate member. Moreover, throughout the year, JSDA participated in and cooperated with the IOSCO’s activities as a member of the SRO Consultative Committee, a sub-committee of the IOSCO, by responding to public comments and engaging in other activities. In May 2005, JSDA participated in the 18th annual general meeting of the International Council of Securities Associations (ICSA). During the meeting, JSDA participated in discussion of issues regarding international securities markets by reporting in the session of “The Future for SROs and Trade Associations in Financial Services”. In addition, JSDA exchanged opinions with other participating groups on such issues as governance of market infrastructures, methods of introducing securities regulations, and the impact of pension reform on the securities market. (2) ASF Seminar In March 2006, JSDA hosted an Asia Securities Forum (ASF) seminar in Tokyo. JSDA, which acts as the permanent secretariat of the ASF, proposed the seminar as a method of nurturing and developing securities markets in the Asian region. The seminar was realized with the support of Japan’s Ministry of Finance and others. In addition to JSDA, other securities-related organizations, regulatory bodies, and securities companies also provided training during the seminar. The participants in the seminar mainly comprised officers and employees of securities-related organizations in Asian countries. Annual Report 2006 21 Regular Members Membership 289 Members as of the end of Fiscal 2005 While 30 new members enrolled in fiscal 2005, 8 members withdrew as a result of mergers or for other reasons. The breakdown includes 249 domestic securities companies and 40 foreign securities companies. Foreign regular member companies accounted for 14% of regular membership. The United States has the greatest number of firms with 16, followed by the United Kingdom with 7, France with 5, Germany and Canada with 3, Switzerland with 2 and the Netherlands, Belgium, Australia and the Republic of Korea with 1 each. The total number of employees of JSDA regular members was 87,913 at the end of December 2005. The number had continued to decline from a peak of 167,000 at the end of June 1991 until 2003. After that, it began to increase. The number of offices of JSDA regular members at the end of March 2006 was 2,127, up by about 2.4% from the previous year due to branches established in the premises of banks or other reasons. This figure exceeded that of the previous year for the second consecutive year. JSDA consists of regular members and special members. Regular members comprise all domestic and foreign securities companies with securities business registration in Japan. Banks and other financial institutions registered by the commissioner of the FSA under Article 65-2 of the Securities and Exchange Law are special members of the Association. Offices of Regular Members Regular Members Enrollment Withdrawal Enployees of Regular Members Sales Representatives of Regular Members Number of Regular Members 80,000 10,0000 50 300 3,000 94,464 72,754 87,455 85,027 86,406 87,913 290 60,000 2,103 2,000 2,040 2,077 2,127 281 60,000 30 280 30 27 40,000 23 22 19 67,539 69,298 2,249 289 20 71,965 68,769 80,000 290 40 Membership Twenty-two more regular members and four more special members (Total members: 508) 40,000 270 18 267 1,000 266 20,000 10 20,000 260 8 7 8 6 0 250 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 2002 2003 2003 2004 2005 2002 2003 2003 2004 2005 Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Dec. Dec. Dec. Mar. Mar. Dec. Dec. Dec. (Note) Effective with fiscal 2003, the number of employees and sales representatives is being reported as of the end of June and December. The data for fiscal 2003 and thereafter are figures as of end of December respectively. 22 Annual Report 2006 Annual Report 2006 23 Regular Members Membership 289 Members as of the end of Fiscal 2005 While 30 new members enrolled in fiscal 2005, 8 members withdrew as a result of mergers or for other reasons. The breakdown includes 249 domestic securities companies and 40 foreign securities companies. Foreign regular member companies accounted for 14% of regular membership. The United States has the greatest number of firms with 16, followed by the United Kingdom with 7, France with 5, Germany and Canada with 3, Switzerland with 2 and the Netherlands, Belgium, Australia and the Republic of Korea with 1 each. The total number of employees of JSDA regular members was 87,913 at the end of December 2005. The number had continued to decline from a peak of 167,000 at the end of June 1991 until 2003. After that, it began to increase. The number of offices of JSDA regular members at the end of March 2006 was 2,127, up by about 2.4% from the previous year due to branches established in the premises of banks or other reasons. This figure exceeded that of the previous year for the second consecutive year. JSDA consists of regular members and special members. Regular members comprise all domestic and foreign securities companies with securities business registration in Japan. Banks and other financial institutions registered by the commissioner of the FSA under Article 65-2 of the Securities and Exchange Law are special members of the Association. Offices of Regular Members Regular Members Enrollment Withdrawal Enployees of Regular Members Sales Representatives of Regular Members Number of Regular Members 80,000 10,0000 50 300 3,000 94,464 72,754 87,455 85,027 86,406 87,913 290 60,000 2,103 2,000 2,040 2,077 2,127 281 60,000 30 280 30 27 40,000 23 22 19 67,539 69,298 2,249 289 20 71,965 68,769 80,000 290 40 Membership Twenty-two more regular members and four more special members (Total members: 508) 40,000 270 18 267 1,000 266 20,000 10 20,000 260 8 7 8 6 0 250 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 2002 2003 2003 2004 2005 2002 2003 2003 2004 2005 Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Mar. Dec. Dec. Dec. Mar. Mar. Dec. Dec. Dec. (Note) Effective with fiscal 2003, the number of employees and sales representatives is being reported as of the end of June and December. The data for fiscal 2003 and thereafter are figures as of end of December respectively. 22 Annual Report 2006 Annual Report 2006 23 Special Members Enrollment Withdrawal Number of Special Members 260 16 Special Members 14 250 14 219 Special Members as of the end of Fiscal 2005 During fiscal 2005, 9 financial institutions joined JSDA as special members, and 6 institutions lost their membership as a result of mergers or for other reasons. A breakdown shows that 183 banks account for 83.6% of this total, while insurance companies, money market dealers and securities finance companies constitute 13.2%, 1.4% and 0.5%, respectively. Credit cooperatives and Japan Post jointed JSDA in fiscal 2005 as members from new categories in the financial services industry. 12 10 240 12 231 230 9 8 220 222 7 219 216 215 6 6 210 5 200 4 3 3 2 2 190 1 180 0 2002 2003 2004 2005 2006 Mar. Mar. Mar. Mar. Mar. 400,000 Special Member Composition Membership Sales Representatives of Special Members 150 376,668 365,887 366,761 359,358 345,393 300,000 120 90 60 200,000 30 0 100,000 2002 2003 2003 2004 2005 Mar. Mar. Dec. Dec. Dec. Banks Shinkin banks Life insurers Trust banks Non-life insurers Money market dealers Government-related financials Credit Corporatives Securities finance companies Japan Post (Note) Effective with fiscal 2003, the number of sales representatives is being reported as of the end of June and December. The data for fiscal 2003 and thereafter are figures as of end of December respectively. 24 Annual Report 2006 Annual Report 2006 25 Special Members Enrollment Withdrawal Number of Special Members 260 16 Special Members 14 250 14 219 Special Members as of the end of Fiscal 2005 During fiscal 2005, 9 financial institutions joined JSDA as special members, and 6 institutions lost their membership as a result of mergers or for other reasons. A breakdown shows that 183 banks account for 83.6% of this total, while insurance companies, money market dealers and securities finance companies constitute 13.2%, 1.4% and 0.5%, respectively. Credit cooperatives and Japan Post jointed JSDA in fiscal 2005 as members from new categories in the financial services industry. 12 10 240 12 231 230 9 8 220 222 7 219 216 215 6 6 210 5 200 4 3 3 2 2 190 1 180 0 2002 2003 2004 2005 2006 Mar. Mar. Mar. Mar. Mar. 400,000 Special Member Composition Membership Sales Representatives of Special Members 150 376,668 365,887 366,761 359,358 345,393 300,000 120 90 60 200,000 30 0 100,000 2002 2003 2003 2004 2005 Mar. Mar. Dec. Dec. Dec. Banks Shinkin banks Life insurers Trust banks Non-life insurers Money market dealers Government-related financials Credit Corporatives Securities finance companies Japan Post (Note) Effective with fiscal 2003, the number of sales representatives is being reported as of the end of June and December. The data for fiscal 2003 and thereafter are figures as of end of December respectively. 24 Annual Report 2006 Annual Report 2006 25 Data of JSDA Revenues and Expenses Statement (Fiscal 2005) ■ Revenues ■ Expenses Millions of yen Thousands of U.S. dollars Fixed membership fees: ■ Assets ■ Liabilities Millions of yen Cash Deposits Loans Prepayments Accrued revenue Subtotal Thousands of U.S. dollars $19 Deposits received ¥51 $434 ¥2,413 $20,506 Unearned income ¥0 $0 ¥427 $3,632 ¥0 $2 ¥165 $1,399 ¥3,007 $25,558 Accrued retirement benefits ¥1,692 $14,382 Surplus income incurrent fiscal year ¥1,264 $10,742 Subtotal Deposits $0 Accrued revenue ¥2 $20 Subtotal ¥5,244 $44,568 ¥260 $2,211 ¥5,615 ¥12 $924 ¥0 Guaranty money deposits Subtotal Subtotal TOTAL ASSETS ¥24 $203 ¥2,706 $23,001 ¥2,730 ¥11,352 ¥5,615 $103 $1,986 Securities statistical services ¥56 $478 $1,857 Registration of sales representatives ¥37 $318 Proportional fees based on mini-branches ¥19 $164 ¥2,730 $23,204 Subtotal ¥2,730 $23,204 $23,204 $96,485 $96,485 ¥1,108 $9,414 Examination of regular members ¥19 $161 $5,647 Securities Mediation and Consultation Center ¥31 $267 ¥474 $4,032 Training and education ¥35 $300 Floating rate fees: Surveys ¥36 $306 Proportional fees based on stock trading amounts Special account for Institute for Securiteis Education & Public Relations ¥2,219 $7,998 Proportional fees based on operating revenue Total membership fees ¥343 $2,917 NPO operational support ¥50 $425 Association members' interaction promotion ¥11 $94 Total operating expenses ¥2,442 $20,754 Compensation and salaries ¥2,737 $23,260 ¥372 $3,165 $18,862 Proportional fees based on bond trading amounts ¥1,161 $9,869 ¥5,932 $50,416 Social security and welfare benefits Representative registration fees ¥14 $123 Payments of accrued retirement benefits ¥274 $2,329 Training and education ¥48 $405 Accrued retirement benefits ¥300 $2,547 ¥1,650 $14,027 Conferences and meetings ¥26 $224 ¥18 $153 Travel and transportation ¥43 $363 Communication and information Qualification examination Other net results from activities ¥11,352 Qualification examination ¥664 Proportional fees based on capital $47,723 $47,723 Training fund under management: Securities $47,620 Training fund TOTAL LIABILITIES Deposits ¥5,603 $6,075 ¥219 Guarantee deposits received for general fund ¥109 Prepayments Securities $25,558 ¥715 ¥234 ¥941 General fund General fund under management: ¥3,007 Market operational services Proportional fees based on branches Thousands of U.S. dollars ¥2 Thousands of U.S. dollars Fixed fees Proportional fees based on registered representatives Millions of yen Millions of yen ¥46 $391 ¥171 $1,453 Investment income ¥275 $2,334 Printing ¥31 $262 Revenues from special members ¥232 $1,972 Research and education ¥56 $474 Subsidies Other revenues Reversal of accrued retirement benefits TOTAL REVENUES ¥11 $96 ¥274 $2,329 ¥8,500 $72,246 Entertainment ¥4 $34 ¥526 $4,473 Taxes and public charges ¥53 $449 Miscellaneous ¥18 $156 Office rent and others Social contribution ¥43 $367 ¥140 $1,194 Total of administrative expenses ¥4,795 $40,750 Subtotal ¥7,237 $61,504 Membership fees in various organizations Offset for surplus income from current fiscal year TOTAL EXPENSES 26 Annual Report 2006 ¥1,264 $10,742 ¥10,942 $93,000 Annual Report 2006 27 Data of JSDA Balance Sheet (as of the end of March 2006) Data of JSDA Revenues and Expenses Statement (Fiscal 2005) ■ Revenues ■ Expenses Millions of yen Thousands of U.S. dollars Fixed membership fees: ■ Assets ■ Liabilities Millions of yen Cash Deposits Loans Prepayments Accrued revenue Subtotal Thousands of U.S. dollars $19 Deposits received ¥51 $434 ¥2,413 $20,506 Unearned income ¥0 $0 ¥427 $3,632 ¥0 $2 ¥165 $1,399 ¥3,007 $25,558 Accrued retirement benefits ¥1,692 $14,382 Surplus income incurrent fiscal year ¥1,264 $10,742 Subtotal Deposits $0 Accrued revenue ¥2 $20 Subtotal ¥5,244 $44,568 ¥260 $2,211 ¥5,615 ¥12 $924 ¥0 Guaranty money deposits Subtotal Subtotal TOTAL ASSETS ¥24 $203 ¥2,706 $23,001 ¥2,730 ¥11,352 ¥5,615 $103 $1,986 Securities statistical services ¥56 $478 $1,857 Registration of sales representatives ¥37 $318 Proportional fees based on mini-branches ¥19 $164 ¥2,730 $23,204 Subtotal ¥2,730 $23,204 $23,204 $96,485 $96,485 ¥1,108 $9,414 Examination of regular members ¥19 $161 $5,647 Securities Mediation and Consultation Center ¥31 $267 ¥474 $4,032 Training and education ¥35 $300 Floating rate fees: Surveys ¥36 $306 Proportional fees based on stock trading amounts Special account for Institute for Securiteis Education & Public Relations ¥2,219 $7,998 Proportional fees based on operating revenue Total membership fees ¥343 $2,917 NPO operational support ¥50 $425 Association members' interaction promotion ¥11 $94 Total operating expenses ¥2,442 $20,754 Compensation and salaries ¥2,737 $23,260 ¥372 $3,165 $18,862 Proportional fees based on bond trading amounts ¥1,161 $9,869 ¥5,932 $50,416 Social security and welfare benefits Representative registration fees ¥14 $123 Payments of accrued retirement benefits ¥274 $2,329 Training and education ¥48 $405 Accrued retirement benefits ¥300 $2,547 ¥1,650 $14,027 Conferences and meetings ¥26 $224 ¥18 $153 Travel and transportation ¥43 $363 Communication and information Qualification examination Other net results from activities ¥11,352 Qualification examination ¥664 Proportional fees based on capital $47,723 $47,723 Training fund under management: Securities $47,620 Training fund TOTAL LIABILITIES Deposits ¥5,603 $6,075 ¥219 Guarantee deposits received for general fund ¥109 Prepayments Securities $25,558 ¥715 ¥234 ¥941 General fund General fund under management: ¥3,007 Market operational services Proportional fees based on branches Thousands of U.S. dollars ¥2 Thousands of U.S. dollars Fixed fees Proportional fees based on registered representatives Millions of yen Millions of yen ¥46 $391 ¥171 $1,453 Investment income ¥275 $2,334 Printing ¥31 $262 Revenues from special members ¥232 $1,972 Research and education ¥56 $474 Subsidies Other revenues Reversal of accrued retirement benefits TOTAL REVENUES ¥11 $96 ¥274 $2,329 ¥8,500 $72,246 Entertainment ¥4 $34 ¥526 $4,473 Taxes and public charges ¥53 $449 Miscellaneous ¥18 $156 Office rent and others Social contribution ¥43 $367 ¥140 $1,194 Total of administrative expenses ¥4,795 $40,750 Subtotal ¥7,237 $61,504 Membership fees in various organizations Offset for surplus income from current fiscal year TOTAL EXPENSES 26 Annual Report 2006 ¥1,264 $10,742 ¥10,942 $93,000 Annual Report 2006 27 Data of JSDA Balance Sheet (as of the end of March 2006) Dispute Resolution in Fiscal 2005 Internet Transaction Survey (as of the end of March 2006) Requests for Mediation 158 Successful Settlement 66 Failure in Reaching Settlement 69 ■ Number of Securities Firms Providing Internet Transactions (Note) The amounts do not match due to cases carried over from fiscal 2004 or issues not concluded within fiscal 2005. (Unit: companies) Total Member Firms Consultation and Complaints in Fiscal 2005 Consultation Complaints Inquiry or Opinion regarding System of Transactions in Securities 7,368 Complaints about Solicitation 138 Complaints about Transactions 453 Complaints about Processing 264 Other Complaints 127 Total Do Not Handle Internet Transactions Making Preparations Studying Plans Have No Plans Sep. 30, '03 268 55 20.5% 213 79.5% 2 0.7% 0 0.0% 211 78.7% Mar. 31, '04 266 55 20.7% 211 79.3% 1 0.4% 3 1.1% 207 77.8% Sep. 30, '04 265 53 20.0% 212 80.0% 1 0.4% 1 0.4% 210 79.2% Mar. 31, '05 268 54 20.1% 214 79.9% 1 0.4% 3 1.1% 210 78.4% Sep. 30, '05 276 56 20.3% 220 79.7% 0 0.0% 1 0.4% 219 79.3% Mar. 31, '06 288 52 18.1% 236 81.9% 2 0.7% 11 3.8% 223 77.4% ■ Number of Internet Transaction Accounts (Unit: accounts) 982 Number of Accounts Change Disciplinary Action in Fiscal 2005 Handle Internet Transactions Sep. 30, '03 Mar. 31, '04 Sep. 30, '04 Mar. 31, '05 Sep. 30, '05 Mar. 31, '06 4,248,812 4,955,151 5,815,291 6,943,678 7,909,320 10,003,099 327,698 706,339 860,140 1,128,387 965,642 2,093,779 ■ Transaction Value (Unit: billions of yen) Stock Transactions Margin Transactions (b) Transaction Value (c) Fine and Warning 7 Reprimand and Warning 7 Warning 12 Apr. '03 to Sep. '03 14,527.3 17,452.0 181,585.5 17.6% Against Sales Representatives Oct. '03 to Mar. '04 24,433.6 25,587.1 231,094.8 21.6% Revocation of Sales Representative Registration Revocation of Sales Representative Registration and Treatment as a Perpetrator of Inappropriate Acts Treatment as a Perpetrator of Inappropriate Acts Suspension of Sales Representative Duty Suspension of Sales Representative Qualification 4 Apr. '04 to Sep. '04 32,067.6 33,620.4 259,864.1 25.3% Percentage {(a)+(b)}/(c) Oct. '04 to Mar. '05 32,743.6 34,258.7 252,862.0 26.5% 23 Apr. '05 to Sep. '05 46,968.2 46,265.4 325,419.7 28.7% 3 Oct. '05 to Mar. '06 88,843.9 91,333.1 568,867.0 31.7% 119 Data of JSDA Internet Transactions Cash Transactions (a) Against Member Firms (Note) "Transaction Value" is total transaction value of stock brokerage transactions of all member firms during the period. 71 Against Sales Managers of Member Firms Suspension of Sales Manager Qualification 28 Annual Report 2006 2 Annual Report 2006 29 Dispute Resolution in Fiscal 2005 Internet Transaction Survey (as of the end of March 2006) Requests for Mediation 158 Successful Settlement 66 Failure in Reaching Settlement 69 ■ Number of Securities Firms Providing Internet Transactions (Note) The amounts do not match due to cases carried over from fiscal 2004 or issues not concluded within fiscal 2005. (Unit: companies) Total Member Firms Consultation and Complaints in Fiscal 2005 Consultation Complaints Inquiry or Opinion regarding System of Transactions in Securities 7,368 Complaints about Solicitation 138 Complaints about Transactions 453 Complaints about Processing 264 Other Complaints 127 Total Do Not Handle Internet Transactions Making Preparations Studying Plans Have No Plans Sep. 30, '03 268 55 20.5% 213 79.5% 2 0.7% 0 0.0% 211 78.7% Mar. 31, '04 266 55 20.7% 211 79.3% 1 0.4% 3 1.1% 207 77.8% Sep. 30, '04 265 53 20.0% 212 80.0% 1 0.4% 1 0.4% 210 79.2% Mar. 31, '05 268 54 20.1% 214 79.9% 1 0.4% 3 1.1% 210 78.4% Sep. 30, '05 276 56 20.3% 220 79.7% 0 0.0% 1 0.4% 219 79.3% Mar. 31, '06 288 52 18.1% 236 81.9% 2 0.7% 11 3.8% 223 77.4% ■ Number of Internet Transaction Accounts (Unit: accounts) 982 Number of Accounts Change Disciplinary Action in Fiscal 2005 Handle Internet Transactions Sep. 30, '03 Mar. 31, '04 Sep. 30, '04 Mar. 31, '05 Sep. 30, '05 Mar. 31, '06 4,248,812 4,955,151 5,815,291 6,943,678 7,909,320 10,003,099 327,698 706,339 860,140 1,128,387 965,642 2,093,779 ■ Transaction Value (Unit: billions of yen) Stock Transactions Margin Transactions (b) Transaction Value (c) Fine and Warning 7 Reprimand and Warning 7 Warning 12 Apr. '03 to Sep. '03 14,527.3 17,452.0 181,585.5 17.6% Against Sales Representatives Oct. '03 to Mar. '04 24,433.6 25,587.1 231,094.8 21.6% Revocation of Sales Representative Registration Revocation of Sales Representative Registration and Treatment as a Perpetrator of Inappropriate Acts Treatment as a Perpetrator of Inappropriate Acts Suspension of Sales Representative Duty Suspension of Sales Representative Qualification 4 Apr. '04 to Sep. '04 32,067.6 33,620.4 259,864.1 25.3% Percentage {(a)+(b)}/(c) Oct. '04 to Mar. '05 32,743.6 34,258.7 252,862.0 26.5% 23 Apr. '05 to Sep. '05 46,968.2 46,265.4 325,419.7 28.7% 3 Oct. '05 to Mar. '06 88,843.9 91,333.1 568,867.0 31.7% 119 Data of JSDA Internet Transactions Cash Transactions (a) Against Member Firms (Note) "Transaction Value" is total transaction value of stock brokerage transactions of all member firms during the period. 71 Against Sales Managers of Member Firms Suspension of Sales Manager Qualification 28 Annual Report 2006 2 Annual Report 2006 29 30 Annual Report 2006 Planning and Administration Div. Securities Education Div. Securities Public Relation Div. Securities Information Offices Securities Education and Public Relation Committee Sales Representative Examination Committee As of April 1, 2006 Reform Promotion Center for Securities Clearing & Settlement System Bonds & Financial Products Div. Equity Market Div. Capital Market Personal Information Office Securities Mediation and Consultation Center Self-regulatory Planning Div. Special Member Firms Div. Sales Representative Examination & Registration Div. Inspection Div. Sales Representative Examination Monitoring Office Disciplinary Examination Div. Compliance Self-regulation District Disciplinary Committee Self-regulatory Planning Committee Equity Market Committee Bond and Financial Products Committee Special Member Committee Disciplinary Committee Special Member Disciplinary Committee Self-regulation Board Institute for Securities Education & Public Relations Member Firms Div. Member Education &Training Div. Member Firms Planning Div. Planning Securities Strategic Policy Segregated District Councils District Council Retail Brokers Council Wholesale Brokers Council Internet Brokers Council Foreign Brokers Council Securities Industry Council Securities Strategic Policy Board Member Auditor Standing Auditor Board of Auditors Mediating Consultants ■ Chairman Hiroshi Koshida Tatsuhiko Kawakami Daiwa Institute of Research, Ltd. ■ Vice Chairman and Member Governor Nobuyuki Koga The Nomura Securities Co., Ltd. Kazuyoshi Kimura Nikko Cordial Securities Inc. Tatsuo Watanabe ■ Senior Managing Director ■ Public Governor Hiroshi Okuda Nippon Keidanren Masaharu Hino Lawyer ■ Regular Member Governor Kaoru Umehara Kyowa Securities Co., Ltd. Data of JSDA Tokyo (Niigata branch) Osaka Nagoya Hokkaido Tohoku Hokuriku Chugoku Shikoku Kyushu District Office Internal Auditing Office Public Relations Office Secretarial Office Office of Information System & Technology Legal Office Organization Planning Office General Administration Div. Accounting Div. Administration General Affairs, Administration Head Office of Secretariat Financial Sub-Committee General Affairs Committee Chairman Vice-Chairman Senior Managing Director Regular Member Governor Special Member Governor Public Governor Board of Governors General Assembly Japan Securities Dealers Association Organization Chart (As of April 1, 2006) Officers ■ Special Member Governor Moritaka Hattori The Bank of IKEDA, Ltd. ■ Vice Chairman and Public Governor ■ Executive Officer Yutaka Sugano Akio Takahashi Akira Sakashita Kazunori Yoshioka ■ Vice Chairman Yoji Kanie ■ Regular Member Auditor Takashi Ishikawa Daisei Securities Co., Ltd. Kiichiro Masui Yasuo Chujo Kanagawa Securities Co., Ltd. ■ Standing Auditor Nobuaki Iwai ■ Head of Compliance Hidemi Ijichi Annual Report 2006 31 30 Annual Report 2006 Planning and Administration Div. Securities Education Div. Securities Public Relation Div. Securities Information Offices Securities Education and Public Relation Committee Sales Representative Examination Committee As of April 1, 2006 Reform Promotion Center for Securities Clearing & Settlement System Bonds & Financial Products Div. Equity Market Div. Capital Market Personal Information Office Securities Mediation and Consultation Center Self-regulatory Planning Div. Special Member Firms Div. Sales Representative Examination & Registration Div. Inspection Div. Sales Representative Examination Monitoring Office Disciplinary Examination Div. Compliance Self-regulation District Disciplinary Committee Self-regulatory Planning Committee Equity Market Committee Bond and Financial Products Committee Special Member Committee Disciplinary Committee Special Member Disciplinary Committee Self-regulation Board Institute for Securities Education & Public Relations Member Firms Div. Member Education &Training Div. Member Firms Planning Div. Planning Securities Strategic Policy Segregated District Councils District Council Retail Brokers Council Wholesale Brokers Council Internet Brokers Council Foreign Brokers Council Securities Industry Council Securities Strategic Policy Board Member Auditor Standing Auditor Board of Auditors Mediating Consultants ■ Chairman Hiroshi Koshida Tatsuhiko Kawakami Daiwa Institute of Research, Ltd. ■ Vice Chairman and Member Governor Nobuyuki Koga The Nomura Securities Co., Ltd. Kazuyoshi Kimura Nikko Cordial Securities Inc. Tatsuo Watanabe ■ Senior Managing Director ■ Public Governor Hiroshi Okuda Nippon Keidanren Masaharu Hino Lawyer ■ Regular Member Governor Kaoru Umehara Kyowa Securities Co., Ltd. Data of JSDA Tokyo (Niigata branch) Osaka Nagoya Hokkaido Tohoku Hokuriku Chugoku Shikoku Kyushu District Office Internal Auditing Office Public Relations Office Secretarial Office Office of Information System & Technology Legal Office Organization Planning Office General Administration Div. Accounting Div. Administration General Affairs, Administration Head Office of Secretariat Financial Sub-Committee General Affairs Committee Chairman Vice-Chairman Senior Managing Director Regular Member Governor Special Member Governor Public Governor Board of Governors General Assembly Japan Securities Dealers Association Organization Chart (As of April 1, 2006) Officers ■ Special Member Governor Moritaka Hattori The Bank of IKEDA, Ltd. ■ Vice Chairman and Public Governor ■ Executive Officer Yutaka Sugano Akio Takahashi Akira Sakashita Kazunori Yoshioka ■ Vice Chairman Yoji Kanie ■ Regular Member Auditor Takashi Ishikawa Daisei Securities Co., Ltd. Kiichiro Masui Yasuo Chujo Kanagawa Securities Co., Ltd. ■ Standing Auditor Nobuaki Iwai ■ Head of Compliance Hidemi Ijichi Annual Report 2006 31 List of Regular Members ■ HOKKAIDO DISTRICT Joko Securities Co., Ltd. ■ TOHOKU DISTRICT Daihoku Securities Co., Ltd. Shonai Securities Co., Ltd. Yamagata Securities Co., Ltd. ■ TOKYO DISTRICT ABN AMRO Asset Management (Japan) Ltd. AIP Securities Co., Ltd. Aizawa Securities Co., Ltd. Akakiya Securities Co., Ltd. Alba Ace Securities Co., Ltd. Alps Securities Co., Ltd. Ark Securities Co., Ltd. Axes Japan Securities Co., Ltd. B B Net Securities Co., Ltd. Bloomberg Tradebook Japan Ltd. Bridge Capital Securities Co., Ltd. Bright Securities Company, Limited Brown Brothers Harriman Investment Management (Japan) Inc. Buko Securities Co., Ltd. C&M Securities Co., Ltd. CA-AM Securities Company Japan Ltd. Capital Partners Securities Co., Ltd. Central Tanshi Securities Co., Ltd. Century Securities Co., Ltd. Chuo Securities Co., Ltd. Credit Suisse Securities (Japan) Limited Daisei Securities Co., Ltd. Daiwa Securities Co., Ltd. Daiwa Securities SMBC Co., Ltd. D. Brain Securities Co., Ltd. Deutsche Securities Inc. Dojimakanto Securities Limited ECO-PLANNING SECURITIES Co. Ltd. EIKEI SECURITIES CO., LTD. E*TRADE SECURITIES CO., LTD. 32 Annual Report 2006 Exeland Securities Co., Ltd. Fidelity Securities K.K. FinTech Global Securities, Inc. FROM EAST Securities Co., Ltd. FundNet Securities. Co., Ltd. FXA Securities, Ltd. Gartmore Investment Japan Limited GEMINI ADVISORS COMPANY LIMITED GMO internet securities, Inc. Himawari Securities, Inc. Hitachi Credit Securities Co., Ltd. H.S.Securities Co., Ltd. IBS Securities Co., Ltd. ICAP Totan Securities Co., Ltd. icapital, Inc. Ichiyoshi Securities Co., Ltd. Iida Securities Co., Ltd. Integrated Finance Limited (Japan) Inter Swiss Trust Securities Company Limited IPO Securities Co., Ltd. IRIYA BANSEI SECURITIES CO., LTD. ITM Securities Co., Ltd. ITOCHU Capital Securities Ltd. JAIC Securities Co., Ltd. Japan Alternative Investment Co., Ltd. Japan Asia Securities Co., Ltd. Japan Bond Trading Co., Ltd. JAPAN SECURITIES AGENTS, LTD. Jbond Securities Co., Ltd. JET Securities, Inc. JOINVEST Securities Co., Ltd. Jonan Securities Co., Ltd. JPMorgan Securities Japan Co., Ltd. JVIC SECURITIES COMPANY Jyujiya Securities Co., Ltd. Kabu.com Securities Co., Ltd. KAIYO Securities Co., Ltd. Kaneju Securities Co., Ltd. Kaneyama Securities Co., Ltd. Kokufu Securities Co., Ltd. Kurokawakitoku Securities Co., Ltd. Kyokuto Securities Co., Ltd. Kyowa Securities Co., Ltd. livedoor Securities Co., Ltd. LPL JAPAN SECURITIES K.K. Man Investments Securities Japan, Limited Marudai Securities Co., Ltd. Marufuku Securities Co., Ltd. Marukuni Securities Co., Ltd. Marusan Securities Co., Ltd. Maruwa Securities Co., Ltd. Matsui Securities Co., Ltd. Meiwa Securities Co., Ltd. Merrill Lynch Japan Securities Co., Ltd. Mirai Securities Co., Ltd. Mita Securities Co., Ltd. Mito Securities Co., Ltd. Mitsubishi Corporation Capital Ltd. Mitsubishi Corporation Futures & Securities Ltd. Mitsubishi UFJ Securities Co., Ltd. Mitsubishi UFJ Wealth Management, Ltd. Mizuho Securities Co., Ltd. Monex, Inc. Morgan Stanley Japan Securities Co., Ltd. Mr. SECURITIES Co., LTD. Murosei Securities Co., Ltd. Musashi Securities Co., Ltd. Nagano Securities Co., Ltd. Naruse Securities Co., Ltd. NETWING SECURITIES CO., LTD. New-S Securities Co., Ltd. Niigata Securities Co., Ltd. Nikko Citigroup Limited Nikko Cordial Securities Inc. Nippon First Securities Co., Ltd. Nippon Investors Securities Co., Ltd. NIS Securities Co., Ltd. Nissan Securities Co., Ltd. Nozomi Securities Co., Ltd. Okasan Securities Co., Ltd. Okinawa Securities Co., Ltd. One Asia Securities Co., Ltd. Orient Securities Co., Ltd. Orix Securities Corporation PBA Securities Co., Ltd. Plaza Securities Inc. Premiere Securities Co., Ltd. Prestige Asset Management Co., Ltd. Prive Zurich Securities Co., Ltd. Putnam Investments Securities Co., Ltd. Rakuten Securities, Inc. Reliance Japan Securities, Inc. Retela Crea Securities Co., Ltd. Russell Investments Japan Co., Ltd. Sanei Securities Co., Ltd. SANKO Securities Co., Ltd. SBI Securities Co., Ltd. Shinkin Securities Co., Ltd. Shinko Securities Co., Ltd. Shinsei Securities Co., Ltd. Shinwa Securities Co., Ltd. Sieg Securities Co., Ltd. SMBC Friend Securities Co., Ltd. Socius Securities Co., Ltd. Sompo Japan DC Securities Inc. Sparx Securities Co., Ltd. SPC Securities Inc. Stars Securities Co., Ltd. State Street Global Markets Securities Co., Ltd. Subaru Securities Co., Ltd. Tama Securities Co., Ltd. Tanaka Value Investments K.K. THE AIR’S SEA SECURITIES CO., LTD. The Arts Securities Co., Ltd. The Bank of New York Securities Company Japan Ltd. The G-Stock Securities Co., Ltd. The Miki Securities Co., Ltd. The Mizuho Investors Securities Co., Ltd. The Nakahara Securities Co., Ltd. The Nomura Securities Co., Ltd. Annual Report 2006 33 Data of JSDA (As of April 19, 2005) List of Regular Members ■ HOKKAIDO DISTRICT Joko Securities Co., Ltd. ■ TOHOKU DISTRICT Daihoku Securities Co., Ltd. Shonai Securities Co., Ltd. Yamagata Securities Co., Ltd. ■ TOKYO DISTRICT ABN AMRO Asset Management (Japan) Ltd. AIP Securities Co., Ltd. Aizawa Securities Co., Ltd. Akakiya Securities Co., Ltd. Alba Ace Securities Co., Ltd. Alps Securities Co., Ltd. Ark Securities Co., Ltd. Axes Japan Securities Co., Ltd. B B Net Securities Co., Ltd. Bloomberg Tradebook Japan Ltd. Bridge Capital Securities Co., Ltd. Bright Securities Company, Limited Brown Brothers Harriman Investment Management (Japan) Inc. Buko Securities Co., Ltd. C&M Securities Co., Ltd. CA-AM Securities Company Japan Ltd. Capital Partners Securities Co., Ltd. Central Tanshi Securities Co., Ltd. Century Securities Co., Ltd. Chuo Securities Co., Ltd. Credit Suisse Securities (Japan) Limited Daisei Securities Co., Ltd. Daiwa Securities Co., Ltd. Daiwa Securities SMBC Co., Ltd. D. Brain Securities Co., Ltd. Deutsche Securities Inc. Dojimakanto Securities Limited ECO-PLANNING SECURITIES Co. Ltd. EIKEI SECURITIES CO., LTD. E*TRADE SECURITIES CO., LTD. 32 Annual Report 2006 Exeland Securities Co., Ltd. Fidelity Securities K.K. FinTech Global Securities, Inc. FROM EAST Securities Co., Ltd. FundNet Securities. Co., Ltd. FXA Securities, Ltd. Gartmore Investment Japan Limited GEMINI ADVISORS COMPANY LIMITED GMO internet securities, Inc. Himawari Securities, Inc. Hitachi Credit Securities Co., Ltd. H.S.Securities Co., Ltd. IBS Securities Co., Ltd. ICAP Totan Securities Co., Ltd. icapital, Inc. Ichiyoshi Securities Co., Ltd. Iida Securities Co., Ltd. Integrated Finance Limited (Japan) Inter Swiss Trust Securities Company Limited IPO Securities Co., Ltd. IRIYA BANSEI SECURITIES CO., LTD. ITM Securities Co., Ltd. ITOCHU Capital Securities Ltd. JAIC Securities Co., Ltd. Japan Alternative Investment Co., Ltd. Japan Asia Securities Co., Ltd. Japan Bond Trading Co., Ltd. JAPAN SECURITIES AGENTS, LTD. Jbond Securities Co., Ltd. JET Securities, Inc. JOINVEST Securities Co., Ltd. Jonan Securities Co., Ltd. JPMorgan Securities Japan Co., Ltd. JVIC SECURITIES COMPANY Jyujiya Securities Co., Ltd. Kabu.com Securities Co., Ltd. KAIYO Securities Co., Ltd. Kaneju Securities Co., Ltd. Kaneyama Securities Co., Ltd. Kokufu Securities Co., Ltd. Kurokawakitoku Securities Co., Ltd. Kyokuto Securities Co., Ltd. Kyowa Securities Co., Ltd. livedoor Securities Co., Ltd. LPL JAPAN SECURITIES K.K. Man Investments Securities Japan, Limited Marudai Securities Co., Ltd. Marufuku Securities Co., Ltd. Marukuni Securities Co., Ltd. Marusan Securities Co., Ltd. Maruwa Securities Co., Ltd. Matsui Securities Co., Ltd. Meiwa Securities Co., Ltd. Merrill Lynch Japan Securities Co., Ltd. Mirai Securities Co., Ltd. Mita Securities Co., Ltd. Mito Securities Co., Ltd. Mitsubishi Corporation Capital Ltd. Mitsubishi Corporation Futures & Securities Ltd. Mitsubishi UFJ Securities Co., Ltd. Mitsubishi UFJ Wealth Management, Ltd. Mizuho Securities Co., Ltd. Monex, Inc. Morgan Stanley Japan Securities Co., Ltd. Mr. SECURITIES Co., LTD. Murosei Securities Co., Ltd. Musashi Securities Co., Ltd. Nagano Securities Co., Ltd. Naruse Securities Co., Ltd. NETWING SECURITIES CO., LTD. New-S Securities Co., Ltd. Niigata Securities Co., Ltd. Nikko Citigroup Limited Nikko Cordial Securities Inc. Nippon First Securities Co., Ltd. Nippon Investors Securities Co., Ltd. NIS Securities Co., Ltd. Nissan Securities Co., Ltd. Nozomi Securities Co., Ltd. Okasan Securities Co., Ltd. Okinawa Securities Co., Ltd. One Asia Securities Co., Ltd. Orient Securities Co., Ltd. Orix Securities Corporation PBA Securities Co., Ltd. Plaza Securities Inc. Premiere Securities Co., Ltd. Prestige Asset Management Co., Ltd. Prive Zurich Securities Co., Ltd. Putnam Investments Securities Co., Ltd. Rakuten Securities, Inc. Reliance Japan Securities, Inc. Retela Crea Securities Co., Ltd. Russell Investments Japan Co., Ltd. Sanei Securities Co., Ltd. SANKO Securities Co., Ltd. SBI Securities Co., Ltd. Shinkin Securities Co., Ltd. Shinko Securities Co., Ltd. Shinsei Securities Co., Ltd. Shinwa Securities Co., Ltd. Sieg Securities Co., Ltd. SMBC Friend Securities Co., Ltd. Socius Securities Co., Ltd. Sompo Japan DC Securities Inc. Sparx Securities Co., Ltd. SPC Securities Inc. Stars Securities Co., Ltd. State Street Global Markets Securities Co., Ltd. Subaru Securities Co., Ltd. Tama Securities Co., Ltd. Tanaka Value Investments K.K. THE AIR’S SEA SECURITIES CO., LTD. The Arts Securities Co., Ltd. The Bank of New York Securities Company Japan Ltd. The G-Stock Securities Co., Ltd. The Miki Securities Co., Ltd. The Mizuho Investors Securities Co., Ltd. The Nakahara Securities Co., Ltd. The Nomura Securities Co., Ltd. Annual Report 2006 33 Data of JSDA (As of April 19, 2005) ■ NAGOYA DISTRICT Ando Securities Co., Ltd. Daiman Securities Co., Ltd. Daitoku Securities Co., Ltd. Ise Securities Co., Ltd. Kimura Securities Co., Ltd. Kotobuki Securities Co., Ltd. Maruhachi Securities Co., Ltd. Matsusaka Securities Co., Ltd. Nakaizumi Securities Co., Ltd. Nobata Securities Co., Ltd. Oishi Securities Co., Ltd. Okachi Securities Co., Ltd. Rokuni Securities Co., Ltd. Shin-Ogaki Securities Co., Ltd. SHIZUGIN TM SECURITIES Co., Ltd. Shizuoka Tokai Securities Co., Ltd. Tahara Securities Co., Ltd. Toyota Financial Services Securities Corporation Yutaka Securities Co., Ltd. 34 Annual Report 2006 ■ HOKURIKU DISTRICT Aramachi Securities Co., Ltd. Imamura Securities Co., Ltd. Isurugi Securities Co., Ltd. Masumo Securities Co., Ltd. Mitsui Securities Co., Ltd. Sakamoto Hokuriku Securities Co., Ltd. Shimadai Securities Co., Ltd. Shinbayashi Securities Co., Ltd. Takematsu Securities Co., Ltd. Tomi Securities Co., Ltd. Zukawa Securities Co., Ltd. ■ OSAKA DISTRICT Ace Securities Co., Ltd. AIM SECURITIES Co., Ltd. Aioi Securities Co., Ltd. Angel Securities Co., Ltd. Banyo Securities Co., Ltd. Cosmo Securities Co., Ltd. Daiko Clearing Services Corporation Eiwa Securities Co., Ltd. Hibiki Securities Inc. Hikari Securities Co., Ltd. Hinode Securities Co., Ltd. Hirota Securities Co., Ltd. Iwai Securities Co., Ltd. Japan Electric Securities Co., Ltd. Kaneyoshi Securities Co., Ltd. Kanzaki Securities Co., Ltd. KITTO Securities Co., Ltd. KOBE Securities Co., Ltd. Maruchika Securities Co., Ltd. Miyako Securities Co., Ltd. Naito Securities Co., Ltd. Nara Securities Co., Ltd. Nishimura Securities Co., Ltd. Nishiwaki Securities Co., Ltd. Otsuka Securities Co., Ltd. Panta Rhei Securities Co., Ltd. Rokuwa Securities Co., Ltd. Sankyo Securities Co., Ltd. Sasayama Securities Co., Ltd. Taicom Securities Co., Ltd. Takagi Securities Co., Ltd. Tamaki Securities Co., Ltd. The Kosei Securities Co., Ltd. Touchstone Capital Securities Co., Ltd. Tsukamoto Securities Co., Ltd. ■ CHUGOKU DISTRICT Daisen Hinomaru Securities Co., Ltd. Kadoya Securities Co., Ltd. Kitada Securities Co., Ltd. Tsuyama Securities Co., Ltd. Utsumiya Securities Co., Ltd. Yahata Securities Co., Ltd. ■ SHIKOKU DISTRICT Awa Securities Co., Ltd. Ehime Securities Co., Ltd. Futanami Securities Co., Ltd. Kagawa Securities Co., Ltd. Mitoyo Securities Co., Ltd. Tokushima-Godo Securities Co., Ltd. ■ KYUSYU DISTRICT Iizukanakagawa Securities Co., Ltd. Maeda Securities Co., Ltd. Sasebo Securities Co., Ltd. Star Asset Securities Co., Ltd. Daikumamoto Securities Co., Ltd. Bear Stearns (Japan) Limited BGC Shoken Kaisha Limited BNP PARIBAS Securities (Japan) Limited Calyon Capital Markets Asia B.V. CIBC World Markets (Japan) Inc. Citicorp Securities (Japan) Ltd. Countrywide Capital Markets Asia Ltd. Dresdner Kleinwort Wasserstein (Japan) Limited E*Trade Securities Limited GFI Securities Limited Goldman Sachs (Japan) Ltd. HSBC Securities (Japan) Limited HYUNDAI SECURITIES CO., LTD. HVB Capital Asia Limited Instinet Japan Limited ITG Japan Ltd. IXIS Corporate & Investment Bank Jefferies (Japan) Limited KBC Financial Products UK Limited Lehman Brothers Japan Inc. MACQUARIE SECURITIES (JAPAN) LIMITED Prudential Securities (Japan) Ltd. RBC Capital Markets (Japan) Limited RBS Securities Japan Limited Societe Generale Securities (North Pacific) Ltd. Swiss Re Capital Markets (Japan) Corporation TD Securities (Japan) Inc. Tradeweb Europe Ltd. Tokio Marine Financial Solutions ltd. UBS Securities Japan Ltd. West LB Securities Pacific Limited Data of JSDA The Tachibana Securities Co., Ltd. Tobu Securities Co., Ltd. Tokai Tokyo Securities Co., Ltd. Tokyo City Development Securities Co., Ltd. Tomioka Securities Co., Ltd. Tower Securities Co., Ltd. Toyo Securities Co., Ltd. TRADERS SECURITIES CO., LTD. United World Securities (Japan) K.K. USS Securities Co., Ltd. Usuki Securities Co., Ltd. Utsunomiya Securities Co., Ltd. Value Securities Co., Ltd. Vanguard Investments Japan, Ltd. Yamamaru Securities Co., Ltd. Yamani Securities Co., Ltd. Yamawa Securities Co., Ltd. Yensai.com Co., Ltd. Yumeshin Securities Co., Ltd. ■ FOREIGN SECURITIES COMPANIES ABN Amro Securities (Japan) Limited AIG JAPAN SECURITIES, INC. Alliance Bernstein Investments, Inc., Tokyo Branch Banc of America Securities-Japan, Inc. Banque AIG Tokyo Branch BARCLAYS CAPITAL JAPAN LIMITED Annual Report 2006 35 ■ NAGOYA DISTRICT Ando Securities Co., Ltd. Daiman Securities Co., Ltd. Daitoku Securities Co., Ltd. Ise Securities Co., Ltd. Kimura Securities Co., Ltd. Kotobuki Securities Co., Ltd. Maruhachi Securities Co., Ltd. Matsusaka Securities Co., Ltd. Nakaizumi Securities Co., Ltd. Nobata Securities Co., Ltd. Oishi Securities Co., Ltd. Okachi Securities Co., Ltd. Rokuni Securities Co., Ltd. Shin-Ogaki Securities Co., Ltd. SHIZUGIN TM SECURITIES Co., Ltd. Shizuoka Tokai Securities Co., Ltd. Tahara Securities Co., Ltd. Toyota Financial Services Securities Corporation Yutaka Securities Co., Ltd. 34 Annual Report 2006 ■ HOKURIKU DISTRICT Aramachi Securities Co., Ltd. Imamura Securities Co., Ltd. Isurugi Securities Co., Ltd. Masumo Securities Co., Ltd. Mitsui Securities Co., Ltd. Sakamoto Hokuriku Securities Co., Ltd. Shimadai Securities Co., Ltd. Shinbayashi Securities Co., Ltd. Takematsu Securities Co., Ltd. Tomi Securities Co., Ltd. Zukawa Securities Co., Ltd. ■ OSAKA DISTRICT Ace Securities Co., Ltd. AIM SECURITIES Co., Ltd. Aioi Securities Co., Ltd. Angel Securities Co., Ltd. Banyo Securities Co., Ltd. Cosmo Securities Co., Ltd. Daiko Clearing Services Corporation Eiwa Securities Co., Ltd. Hibiki Securities Inc. Hikari Securities Co., Ltd. Hinode Securities Co., Ltd. Hirota Securities Co., Ltd. Iwai Securities Co., Ltd. Japan Electric Securities Co., Ltd. Kaneyoshi Securities Co., Ltd. Kanzaki Securities Co., Ltd. KITTO Securities Co., Ltd. KOBE Securities Co., Ltd. Maruchika Securities Co., Ltd. Miyako Securities Co., Ltd. Naito Securities Co., Ltd. Nara Securities Co., Ltd. Nishimura Securities Co., Ltd. Nishiwaki Securities Co., Ltd. Otsuka Securities Co., Ltd. Panta Rhei Securities Co., Ltd. Rokuwa Securities Co., Ltd. Sankyo Securities Co., Ltd. Sasayama Securities Co., Ltd. Taicom Securities Co., Ltd. Takagi Securities Co., Ltd. Tamaki Securities Co., Ltd. The Kosei Securities Co., Ltd. Touchstone Capital Securities Co., Ltd. Tsukamoto Securities Co., Ltd. ■ CHUGOKU DISTRICT Daisen Hinomaru Securities Co., Ltd. Kadoya Securities Co., Ltd. Kitada Securities Co., Ltd. Tsuyama Securities Co., Ltd. Utsumiya Securities Co., Ltd. Yahata Securities Co., Ltd. ■ SHIKOKU DISTRICT Awa Securities Co., Ltd. Ehime Securities Co., Ltd. Futanami Securities Co., Ltd. Kagawa Securities Co., Ltd. Mitoyo Securities Co., Ltd. Tokushima-Godo Securities Co., Ltd. ■ KYUSYU DISTRICT Iizukanakagawa Securities Co., Ltd. Maeda Securities Co., Ltd. Sasebo Securities Co., Ltd. Star Asset Securities Co., Ltd. Daikumamoto Securities Co., Ltd. Bear Stearns (Japan) Limited BGC Shoken Kaisha Limited BNP PARIBAS Securities (Japan) Limited Calyon Capital Markets Asia B.V. CIBC World Markets (Japan) Inc. Citicorp Securities (Japan) Ltd. Countrywide Capital Markets Asia Ltd. Dresdner Kleinwort Wasserstein (Japan) Limited E*Trade Securities Limited GFI Securities Limited Goldman Sachs (Japan) Ltd. HSBC Securities (Japan) Limited HYUNDAI SECURITIES CO., LTD. HVB Capital Asia Limited Instinet Japan Limited ITG Japan Ltd. IXIS Corporate & Investment Bank Jefferies (Japan) Limited KBC Financial Products UK Limited Lehman Brothers Japan Inc. MACQUARIE SECURITIES (JAPAN) LIMITED Prudential Securities (Japan) Ltd. RBC Capital Markets (Japan) Limited RBS Securities Japan Limited Societe Generale Securities (North Pacific) Ltd. Swiss Re Capital Markets (Japan) Corporation TD Securities (Japan) Inc. Tradeweb Europe Ltd. Tokio Marine Financial Solutions ltd. UBS Securities Japan Ltd. West LB Securities Pacific Limited Data of JSDA The Tachibana Securities Co., Ltd. Tobu Securities Co., Ltd. Tokai Tokyo Securities Co., Ltd. Tokyo City Development Securities Co., Ltd. Tomioka Securities Co., Ltd. Tower Securities Co., Ltd. Toyo Securities Co., Ltd. TRADERS SECURITIES CO., LTD. United World Securities (Japan) K.K. USS Securities Co., Ltd. Usuki Securities Co., Ltd. Utsunomiya Securities Co., Ltd. Value Securities Co., Ltd. Vanguard Investments Japan, Ltd. Yamamaru Securities Co., Ltd. Yamani Securities Co., Ltd. Yamawa Securities Co., Ltd. Yensai.com Co., Ltd. Yumeshin Securities Co., Ltd. ■ FOREIGN SECURITIES COMPANIES ABN Amro Securities (Japan) Limited AIG JAPAN SECURITIES, INC. Alliance Bernstein Investments, Inc., Tokyo Branch Banc of America Securities-Japan, Inc. Banque AIG Tokyo Branch BARCLAYS CAPITAL JAPAN LIMITED Annual Report 2006 35 Profile MAJOR ACTIVITIES I. SELF-REGULATORY ACTIVITIES HISTORY 1940 to 1941 According to the policy of one association for one prefecture, securities dealers associations were established in many local districts. May 1949 The Japan Securities Dealers Joint Association was established as a federation of securities dealers associations. May 1968 33 local securities dealers associations were consolidated into 10 associations. July 1973 The Japan Securities Dealers Joint Association and 10 local securities dealers associations were dissolved and the Japan Securities Dealers Association was newly established, consisting of all securities companies as direct constituent members, with its headquarters in Tokyo and with 10 district offices. July 1992 The association was reorganized from a corporate juridical person under the Civil Code to an authorized corporation under the Securities and Exchange Law. April 1994 Financial institutions authorized to undertake securities business joined the association as special members. April 1995 South Kyushu District Office was consolidated into the Kyushu District Office. July 1998 JSDA integrated the Bond Underwriters Association of Japan. February 2001 JSDA entrusted the operation of the Over-the-Counter stock market to a market operation company. July 2004 JSDA changed to the new structured organization consisting of three departments: Selfregulation, Securities Strategic Policy, and General Affairs and Administration. JSDA also merged with the Association of Tokyo Stock Exchange Regular Members. December 2004 JSDA closed the Over-the-Counter Trading Securities Market and the Jasdaq Securities Exchange, Inc. started business. April 2005 JSDA integrated the Japan Institute for Securities Information and Public Relations. 36 Annual Report 2006 1. Establishment and Execution of Self-regulatory Rules JSDA has established many kinds of self-regulatory rules to be applied to the members of the association, for enhancing fair and smooth trading in securities in order to promote efficient administration of the securities markets. 2. Execution of On-site Inspection and Off-site Monitoring JSDA conducts on-site inspections in relation to internal administration system and compliance with the statutory laws and regulations or selfregulatory rules concerning the securities business activities of members of the association or their employees. JSDA is also monitoring the management and segregated custody by securities companies. 3. Exercise of Self-regulatory Disciplinary Actions In cases of violation of the statutory laws and regulations or our selfregulatory rules by members of the association or securities company employees, the JSDA strictly enforces self-regulatory disciplinary action. 4. Qualification Examination, Qualification Renewal Training and Registration of Securities Sales Representatives JSDA conducts qualification examinations for securities sales representatives and internal administrators and regulatory training courses such as Qualification Renewal Training in consideration of the high public status of the securities business and the importance of its social obligations, and carries out registration of securities sales representatives, which is entrusted to it by the Commissioner of the Financial Services Agency. 5. Counseling concerning Customer Complaints JSDA provides mediation services to settle disputes between members of the association and their customers by assigning Mediating Consultants to each district office and also providing counseling services concerning complaints about business of the members and securities sales agents from customers. 6. Improvement and Expansion of the OTC Bond Market Profile Japan Securities Dealers Association (JSDA) is the sole corporative organization in Japan authorized by the Prime Minister under the Securities and Exchange Law (Paragraph 2 of Article 68), and consists of all the securities companies and registered financial institutions (as members of the association). Members of the association are categorized into two groups: regular members and special members. Securities companies, including foreign securities companies, are regular members. Registered financial institutions join the association as special members. The purposes of the JSDA are as follows: (1) to protect investors by ensuring fair and smooth trading in securities and other transactions by members of the association; (2) to promote the implementation of policy measures for the revitalization of the Japanese securities markets in order to contribute to the growth and development of the Japanese economy. (1) Reform of the OTC Bond Market System Most bonds and debentures are usually traded on the OTC market in Japan. To enhance fair and efficient bond transaction, the JSDA is trying to reform or rationalize the OTC bond market by establishing or revising systems or business practices related to OTC bond transactions. Annual Report 2006 37 Profile MAJOR ACTIVITIES I. SELF-REGULATORY ACTIVITIES HISTORY 1940 to 1941 According to the policy of one association for one prefecture, securities dealers associations were established in many local districts. May 1949 The Japan Securities Dealers Joint Association was established as a federation of securities dealers associations. May 1968 33 local securities dealers associations were consolidated into 10 associations. July 1973 The Japan Securities Dealers Joint Association and 10 local securities dealers associations were dissolved and the Japan Securities Dealers Association was newly established, consisting of all securities companies as direct constituent members, with its headquarters in Tokyo and with 10 district offices. July 1992 The association was reorganized from a corporate juridical person under the Civil Code to an authorized corporation under the Securities and Exchange Law. April 1994 Financial institutions authorized to undertake securities business joined the association as special members. April 1995 South Kyushu District Office was consolidated into the Kyushu District Office. July 1998 JSDA integrated the Bond Underwriters Association of Japan. February 2001 JSDA entrusted the operation of the Over-the-Counter stock market to a market operation company. July 2004 JSDA changed to the new structured organization consisting of three departments: Selfregulation, Securities Strategic Policy, and General Affairs and Administration. JSDA also merged with the Association of Tokyo Stock Exchange Regular Members. December 2004 JSDA closed the Over-the-Counter Trading Securities Market and the Jasdaq Securities Exchange, Inc. started business. April 2005 JSDA integrated the Japan Institute for Securities Information and Public Relations. 36 Annual Report 2006 1. Establishment and Execution of Self-regulatory Rules JSDA has established many kinds of self-regulatory rules to be applied to the members of the association, for enhancing fair and smooth trading in securities in order to promote efficient administration of the securities markets. 2. Execution of On-site Inspection and Off-site Monitoring JSDA conducts on-site inspections in relation to internal administration system and compliance with the statutory laws and regulations or selfregulatory rules concerning the securities business activities of members of the association or their employees. JSDA is also monitoring the management and segregated custody by securities companies. 3. Exercise of Self-regulatory Disciplinary Actions In cases of violation of the statutory laws and regulations or our selfregulatory rules by members of the association or securities company employees, the JSDA strictly enforces self-regulatory disciplinary action. 4. Qualification Examination, Qualification Renewal Training and Registration of Securities Sales Representatives JSDA conducts qualification examinations for securities sales representatives and internal administrators and regulatory training courses such as Qualification Renewal Training in consideration of the high public status of the securities business and the importance of its social obligations, and carries out registration of securities sales representatives, which is entrusted to it by the Commissioner of the Financial Services Agency. 5. Counseling concerning Customer Complaints JSDA provides mediation services to settle disputes between members of the association and their customers by assigning Mediating Consultants to each district office and also providing counseling services concerning complaints about business of the members and securities sales agents from customers. 6. Improvement and Expansion of the OTC Bond Market Profile Japan Securities Dealers Association (JSDA) is the sole corporative organization in Japan authorized by the Prime Minister under the Securities and Exchange Law (Paragraph 2 of Article 68), and consists of all the securities companies and registered financial institutions (as members of the association). Members of the association are categorized into two groups: regular members and special members. Securities companies, including foreign securities companies, are regular members. Registered financial institutions join the association as special members. The purposes of the JSDA are as follows: (1) to protect investors by ensuring fair and smooth trading in securities and other transactions by members of the association; (2) to promote the implementation of policy measures for the revitalization of the Japanese securities markets in order to contribute to the growth and development of the Japanese economy. (1) Reform of the OTC Bond Market System Most bonds and debentures are usually traded on the OTC market in Japan. To enhance fair and efficient bond transaction, the JSDA is trying to reform or rationalize the OTC bond market by establishing or revising systems or business practices related to OTC bond transactions. Annual Report 2006 37 (3) Statistics and Collection of Data about the Bond Market To promote fair and efficient bond transactions, the JSDA collects and compiles data and information related to bonds and provides many different statistics and useful reference information and data for members of the association and investors through the Internet. 7. Administration of Off-exchange Transactions of Listed Stocks (1) Reform of Off-exchange Transaction System JSDA improves the system of off-exchange transactions of listed stocks to make it more fair and efficient and ensure investor protection. (2) Statistics and Collection of Data about Off-exchange Transactions JSDA calculates and reserves data and information related to offexchange transactions of listed stocks and provides useful reference information and data for members of the association and investors. 8. Improvement and Expansion of the “Green Sheet” (1) Management of Green Sheet Issues JSDA specifies the securities as Green Sheet Issues and revokes the designation. (2) Dissemination of Information about Green Sheet JSDA publishes information about issuing companies of Green Sheet Issues, quotations and transaction and other information with regard to Green Sheet system through Internet or other channels. (3) Reform of Green Sheet System and Transaction System for Unlisted Securities To promote efficient financing by unlisted companies and smooth circulation of unlisted securities as well as ensure investor protection, the JSDA improves the Green Sheet system. 38 Annual Report 2006 II. ACTIVITIES AS TRADE ASSOCIATION 1. Research and Study, and Representations on the Securities Industry In order to enhance the revitalization of the Japanese securities markets and to contribute to Japan’s economic growth and development, the JSDA is carrying out a comprehensive structural reform of the securities markets and researches and studies the concrete items for the reform, while presenting our proposals to the government and other parties concerned for their realization. 2. Public Awareness and Dissemination of Knowledge on Securities JSDA promotes public awareness and dissemination of exact knowledge on securities among students and the general public and is trying to expand the base of individual investors. 3. Liaison and Mediation among Concerned Organizations JSDA executes the required measures related to securities and securities markets by maintaining good liaison between securities companies and other organizations concerned and mediating various opinions for the implementation of policy measures. 4. Upgrading and Rationalization of the Business Administration and Training of Employees in Securities Companies JSDA has promoted the introduction of the unified accounting rules in the securities industry and conducted financial analysis of its members for the purpose of ensuring the sound growth and development of securities companies. JSDA is now promoting the upgrading and rationalization of administration in securities companies as well as training their employees in response to progress involving the latest trading methods, such as electronic transaction. III. INTERNATIONAL BUSINESS AND EXCHANGE In response to the globalization of the securities markets, the JSDA actively participates in international conferences and is exchanging information or deepening relationships with overseas organizations related to the securities industry. Annual Report 2006 Profile (2) Publication of Reference Prices (Yields) for OTC Bond Transactions To provide reference information for members of the association and investors, the JSDA publicizes reference prices of about 5,000 bonds. 39 (3) Statistics and Collection of Data about the Bond Market To promote fair and efficient bond transactions, the JSDA collects and compiles data and information related to bonds and provides many different statistics and useful reference information and data for members of the association and investors through the Internet. 7. Administration of Off-exchange Transactions of Listed Stocks (1) Reform of Off-exchange Transaction System JSDA improves the system of off-exchange transactions of listed stocks to make it more fair and efficient and ensure investor protection. (2) Statistics and Collection of Data about Off-exchange Transactions JSDA calculates and reserves data and information related to offexchange transactions of listed stocks and provides useful reference information and data for members of the association and investors. 8. Improvement and Expansion of the “Green Sheet” (1) Management of Green Sheet Issues JSDA specifies the securities as Green Sheet Issues and revokes the designation. (2) Dissemination of Information about Green Sheet JSDA publishes information about issuing companies of Green Sheet Issues, quotations and transaction and other information with regard to Green Sheet system through Internet or other channels. (3) Reform of Green Sheet System and Transaction System for Unlisted Securities To promote efficient financing by unlisted companies and smooth circulation of unlisted securities as well as ensure investor protection, the JSDA improves the Green Sheet system. 38 Annual Report 2006 II. ACTIVITIES AS TRADE ASSOCIATION 1. Research and Study, and Representations on the Securities Industry In order to enhance the revitalization of the Japanese securities markets and to contribute to Japan’s economic growth and development, the JSDA is carrying out a comprehensive structural reform of the securities markets and researches and studies the concrete items for the reform, while presenting our proposals to the government and other parties concerned for their realization. 2. Public Awareness and Dissemination of Knowledge on Securities JSDA promotes public awareness and dissemination of exact knowledge on securities among students and the general public and is trying to expand the base of individual investors. 3. Liaison and Mediation among Concerned Organizations JSDA executes the required measures related to securities and securities markets by maintaining good liaison between securities companies and other organizations concerned and mediating various opinions for the implementation of policy measures. 4. Upgrading and Rationalization of the Business Administration and Training of Employees in Securities Companies JSDA has promoted the introduction of the unified accounting rules in the securities industry and conducted financial analysis of its members for the purpose of ensuring the sound growth and development of securities companies. JSDA is now promoting the upgrading and rationalization of administration in securities companies as well as training their employees in response to progress involving the latest trading methods, such as electronic transaction. III. INTERNATIONAL BUSINESS AND EXCHANGE In response to the globalization of the securities markets, the JSDA actively participates in international conferences and is exchanging information or deepening relationships with overseas organizations related to the securities industry. Annual Report 2006 Profile (2) Publication of Reference Prices (Yields) for OTC Bond Transactions To provide reference information for members of the association and investors, the JSDA publicizes reference prices of about 5,000 bonds. 39 ORGANIZATIONAL STRUCTURE OF THE JAPAN SECURITIES DEALERS ASSOCIATION 1. Central Bodies JSDA has the following central bodies for decision-making and so on. • General Assembly: supreme body for decision-making • Board of Governors: body to make an arbitrary decision on items related to overall association management and to assume a responsibility for supervision • Self-regulation Board: body entrusted by the Board of Governors with decision-making for self-regulatory business • Securities Strategic Policy Board: body entrusted by the Board of Governors with decision-making for business strategy related to vitalizing securities market •General Affairs Committee: body under the Board of Governors which deliberates overall matters about operating the association HEAD OFFICE 5-8, Kayaba-cho Nihonbashi 1-chome, Chuo-ku, Tokyo 103-0025 Tel: +81-3-3667-8451 Fax: +81-3-3666-8009 2. District Offices JSDA has nine district offices throughout the nation and each district office has Segregated District Council and District Disciplinary Committee. 3. Affiliated Bodies JSDA has Sales Representative Examination Committee, Mediating Consultants as well as Securities Education and Public Relation Committee as affiliates. THE JSDA ON THE INTERNET JSDA http://www.jsda.or.jp/ JSDA (English website) http://www.jsda.or.jp/html/eigo/index.html Foreign Securities Transaction http://www.jsda.or.jp/html/foreign/index.html Green Sheet Market http://www.jsda.or.jp/html/greensheet/index.html Price information, etc., release system of PTS http://www.pts-info.jp/ Reform Promotion Center for Securities Clearing and Settlement System (English website) http://www.kessaicenter.com/index_e.html 40 Annual Report 2006 ORGANIZATIONAL STRUCTURE OF THE JAPAN SECURITIES DEALERS ASSOCIATION 1. Central Bodies JSDA has the following central bodies for decision-making and so on. • General Assembly: supreme body for decision-making • Board of Governors: body to make an arbitrary decision on items related to overall association management and to assume a responsibility for supervision • Self-regulation Board: body entrusted by the Board of Governors with decision-making for self-regulatory business • Securities Strategic Policy Board: body entrusted by the Board of Governors with decision-making for business strategy related to vitalizing securities market •General Affairs Committee: body under the Board of Governors which deliberates overall matters about operating the association HEAD OFFICE 5-8, Kayaba-cho Nihonbashi 1-chome, Chuo-ku, Tokyo 103-0025 Tel: +81-3-3667-8451 Fax: +81-3-3666-8009 2. District Offices JSDA has nine district offices throughout the nation and each district office has Segregated District Council and District Disciplinary Committee. 3. Affiliated Bodies JSDA has Sales Representative Examination Committee, Mediating Consultants as well as Securities Education and Public Relation Committee as affiliates. THE JSDA ON THE INTERNET JSDA http://www.jsda.or.jp/ JSDA (English website) http://www.jsda.or.jp/html/eigo/index.html Foreign Securities Transaction http://www.jsda.or.jp/html/foreign/index.html Green Sheet Market http://www.jsda.or.jp/html/greensheet/index.html Price information, etc., release system of PTS http://www.pts-info.jp/ Reform Promotion Center for Securities Clearing and Settlement System (English website) http://www.kessaicenter.com/index_e.html 40 Annual Report 2006 ANNUAL REPORT 2006 JAPAN SECURITIES DEALERS ASSOCIATION