In addition to the disclosure standards that are set forth in Part I, some countries have additional disclosure requirements relating to specific industries, as referenced below. Companies in such industries are advised to contact the securities regulatory authority in the host country for further information on these specific disclosure requirements.
BANKING
Japan - Specific disclosure requirements for banking activities are set forth below.
1. Financial statements (terms, forms, method of preparation)
Business report to the Minister of Finance
- -Ministerial ordinance for financial statements - §2, §10, §78, §119
- -Banking law - §19
- -Ministerial ordinances for banking law - §18
2. Business activities and financial position (as a public record)
Specific disclosure requirements for the securities business are set forth below.
Financial statements (terms, forms, method of preparation)
Business report to the Minister of Finance
- Ministerial ordinance for financial statements §2, §10, §78, §119
- Securities and exchange law - §53
- Ministerial ordinance for securities companies - §5
Ontario and Quebec - The specific disclosure requirements for banking activities are set forth in:
1. O.S.C. Policy 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations, Part II Annual Information Form, Item 3 (1) (i) (Narrative Description of the Business); and
2. National Policy No. 47 Prompt Offering Qualification System, Appendix A (AIF).
Spain - Under the "Final Article" of the Ministerial Order of July 12, 1993, the CNMV has the legal power to regulate the content of prospectuses of specialized industries. This power has been used to regulate prospectuses of the banking and insurance economical sectors, specifically with respect to description of business, management's discussion and analysis of financial condition and results of operations, risks inherent to the business and derivatives trading and open positions.
The United States - The SEC's Guide 3, Statistical Disclosure by Bank Holding Companies, sets forth detailed requirements for information to be provided by banks, bank holding companies and similar depositary financial institutions.
MINERAL, OIL AND GAS OPERATIONS
Australia - Mining companies seeking listing on the Australian Stock Exchange (ASX) are required to comply with the normal requirements for admission on the official list. These requirements are contained in Chapter 1 of the ASX Listing Rules. The rules specify particular net tangible asset tests for mining exploration entities, investment entities and scientific research based entities. Chapter 5 of the Listing Rules contains some requirements for reporting by listed companies of their mining and exploration activities, in addition to the general continuous and periodic reporting required of all listed companies.
Appendix 5A is the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves (the JORC Code). The Code was developed by the relevant professional bodies, the Australasian Institute of Mining and Metallurgy and the Australian Mining Industry Council. It provides detailed standards and guidelines for the public reporting of mineral resources and ore reserves. By virtue of the incorporation of the Code as an Appendix to the Listing Rules, it is mandatory for companies when reporting exploration results, mineral resources and ore reserves to abide by the Code.
The Australasian Institute of Mining and Metallurgy has also produced a Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The Valmin Code). The Valmin Code was produced in 1995, and applies to reports produced by members of the Institute commencing on or after July 1st, 1995. The ASX is currently considering whether to include the Valmin Code, as well as the JORC Code, as an Appendix to the Listing Rules.
The Code can be used as a guide to preparing reports in any circumstances in which an Independent Expert's Report is required by law or the Listing Rules. The Code is also used where an expert's report is not required by law but is nevertheless commissioned.
The European Union - The Listing Particulars Directive (Schedule A, Paragraph 4.1.3) requires the following disclosure:
"For mining, extraction of hydrocarbons, quarrying and similar activities in so far as significant, description of deposits, estimate of economically exploitable reserves and expected period of working.
Indication of the periods and main terms of concessions and the economic conditions for working them.
Indication of the progress of actual working."
The following EU country has additional requirements:
The United Kingdom - The specific disclosure requirements that apply to mineral and other extractive industries are set forth in Chapter 19 of the Listing Rules.
Hong Kong - Mineral companies are required to disclose the information set out in Chapter 18 of the Stock Exchange of Hong Kong's Listing Rules.
Japan - The specific disclosure requirements for gas activities are set forth below.
Financial statements (terms, forms, method of preparation) Business report to the Chief of the International Trade and Industry Bureau
- Ministerial ordinance for financial statements - §2, §10, §78, §119
- Gas business law - §26, §46
- Ministerial ordinance for gas business accounting
Ontario and Quebec - The specific disclosure requirements for mining activities are set forth in:
1. National Policy Statement No. 2-A - Guide for Engineers, Geologists and Prospectors Submitting Reports on Mining Properties to Canadian Provincial Securities Administrators;
2. O.S.C. Policy 5.10 Annual Information form and Management's Discussion and Analysis of Financial Conditions and Results of Operations, Part II Annual Information form, Item 3 (1) (i) (Narrative Description of the Business);
3. National Policy No. 47 Prompt Offering Qualification System, Appendix A (AIF); and
4. Quebec Policy Statement Q-4 and Schedules I - Prospectus and VII - Annual Report of Quebec's Regulation.
The specific disclosure requirements that apply to oil and gas activities are set forth in:
1. National Policy No. 2-B - Guide for Engineers and Geologists Submitting Oil and Gas Reports to Canadian Provincial Securities Administrators;
2. O.S.C. Policy 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations, Part II Annual Information Form, Item 3 (1) (i) (Narrative Description of the Business);
3. National Policy No. 47 Prompt Offering Qualification System, Appendix A (AIF); and
4. Quebec's policy statement Q-4 and Schedules I - Prospectus and VII - Annual Report of Quebec's Regulation.
The United States - The disclosure requirements that apply to mining operations of foreign companies are set forth in Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations.
The specific disclosure requirements that apply to oil and gas operations of foreign companies are set forth in Appendix A to Form 20-F.
INSURANCE
Japan - The specific disclosure requirements for the insurance business are set forth below: 1. Financial statements (terms, forms, method of preparation)
Business report to the Minister of Finance
- Ministerial ordinance for financial statements - §2, §10, §78, §119
- Insurance business law - §110
- ministerial ordinance for insurance business law - §59
2. Business activities and financial position (as a public record)
- Insurance business law - §111, §196, §240
Spain - The requirements for the contents of prospectuses issued by insurance companies have been specifically adapted in respect of description of business, management's discussion and analysis of financial conditions and results and risks inherent to the insurance business.
The United States - Specific disclosure requirements for insurance companies are determined by:
- Article 7 of the SEC's Regulation S-X.
- Staff Accounting Bulletins (SABs), including the following SABs relating to property / casualty (non-life) insurance companies:
SAB 62 - Discounting of Reserves by Property Casualty Companies. SAB 87 - Contingency Disclosures Regarding Property Casualty Reserves. SAB 92 - Loss Contingencies.
- Industry Guide 6, Disclosures Concerning Unpaid Claims and Claim Adjustment Expenses of Property-Casualty Underwriters.
- The financial statement schedule requirements set forth in Rules 12-15 (Summary of Investments), 12-16 (Supplementary Insurance Information), 12-17 (Reinsurance), and 12-18 (Supplemental Information for Property-Casualty Insurance Underwriters).
MISCELLANEOUS
Switzerland - For the listing of investment companies specific disclosure is required as set forth in additional Listing rules of October 13, 1997. (These rules do not apply to mutual funds.) Investment companies are defined as capital investment bodies organized according to company law, which have the purpose, either exclusively or mainly, of generating yields and/or capital gains and which do not pursue active entrepreneurial activities in the original sense of the term. If by majority vote or by any other means a company combines with one or several other companies and / or undertakes investments either directly or indirectly under unified management (as a member of a group) such company is no longer defined as an investment company.
The United Kingdom - There are separate rules for property companies contained in Chapter 19 of the Listing Rules. In addition, other listed companies which own property or which carry out certain property related transactions must also comply with the requirements for a valuation and a valuation report contained in Chapter 18. There are also separate rules for scientific research based companies and venture capital trusts contained in Chapters 20 and 26 respectively of the Listing Rules.
The United States - Companies engaged in real estate activities should refer to the disclosure requirements of Form S-11, and will be required to provide the financial statement schedules set forth in Rules 12-23 (Mortgage Loans on Real Estate and Interest Earned on Mortgages), 12-24 (Real Estate Owned and Rental Income), 12-28 (Real Estate and Accumulated Depreciation) and 12-29 (Mortgage Loans on Real Estate).