Chapter I General Provisions |
| Article 1 | These Criteria are adopted pursuant to paragraph 3 of Article 369-12 of the Company Law ("the Law").
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| Article 2 | A public company that conforms to the definition of a controlling company in the Affiliated Enterprises Chapter of the Law shall, at the close of each business year, prepare a consolidated business report and consolidated financial statements of the affiliated enterprises ("affiliates").
A public company that conforms to the definition of a subordinate company in the Affiliated Enterprises Chapter of the Law shall, at the close of each business year, prepare and submit a report on the relationship between itself and its controlling company (the "affiliation report").
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| Article 3 | In any of the following circumstances, a public company shall prepare all three documents specified in the preceding paragraph:
- The company meets the elements provided in the Law for presumption of a relationship of control or subordination;
- The company meets the elements provided in the Law of having a relationship of mutual control and subordination with another company;
- The company is simultaneously a controlling company of another company and a subordinate company of a different other company.
Where the presumption of a relationship of subordination and control under Article 369-3 of the Law is based on the reason that one company and another are both controlled by the government, and where there is no other relationship of subordination or control with the other company under Article 369-2, the company may refrain from including such other company in the consolidated business report and consolidated financial statements of the affiliates.
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| Article 5 | The following basic principles shall apply to the documents referred to in the various paragraphs of the preceding articles:
- The content shall be clear, accurate, and detailed. The written explanations shall be concise and readily comprehensible. There shall be no falsehoods or omissions.
- All necessary information on affiliates shall be disclosed in keeping with the principle of good faith. The presentation shall not mislead interested persons in their judgment or decision-making.
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| Article 6 | When determining whether a relationship of subordination or control with an affiliate exists, a public company shall consider substantive as well as legal relationships.
In any of the following circumstances, a public company shall prepare a consolidated business report and consolidated financial statements of the affiliates; however, this requirement shall not apply where there are relevant materials and evidence proving that no relationship of control or subordination exists.
- The company obtains a majority of directorships of another company;
- Its appointee is engaged as general manager of another company;
- It wields operational power over another company pursuant to a joint venture contract;
- Its financing of another company amounts to one-third or more of that company's total assets;
- Its endorsements and guarantees on behalf of another company amount to one-third or more of that company's total assets.
A public company determined to have a relationship of subordination under any subparagraph of the preceding paragraph shall prepare an affiliation report; however, this requirement shall not apply where there are relevant materials and evidence proving that no relationship of control or subordination exists. A public company determining, as proven by relevant materials or evidence pursuant to the preceding two paragraphs, that no relationship of control or subordination exists [with a certain company] shall disclose the name of such company and the reasons for such determination in its consolidated business report of affiliates or its affiliation report.
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