Purpose

As the providers of a financial instrument exchange market, the Tokyo Stock Exchange Group and its subsidiaries (the TSE group), conduct corporate activities to live up to the public trust by establishing an efficient, convenient, fair and reliable marketplace.

To achieve this positive relationship with society and clarify the social responsibility that the TSE group should fulfill as openly-managed companies, we have established this charter of corporate behavior to set forth the universal values that should be adhered to from the standpoint of corporate ethics. The TSE group will continue to fulfill its role in society by carrying out fair and transparent corporate activities in accordance with the principles of this charter.

By observing and practicing this charter, the directors, executives and employees of the TSE group will strive to contribute to the broader society and work towards sustainable growth as a corporation.

Charter of Corporate Behavior

Basic Principles

In order to realize our corporate philosophy, the TSE group has established our charter of corporate behavior based on the following basic principles, which all our companies use as the basis for appropriate collaboration.
As a corporate group providing services of a public nature, we will be fully aware of the importance of our responsibility and of the expectations of those in Japan and overseas, and will strictly abide by all laws, regulations and rules.

With an emphasis on neutrality and transparency, we will increase our corporate value by earning the trust of the broader society.

We will proactively communicate with the public and will strive to maximize customer satisfaction from the standpoint of clients.

I　Our relationship with society

• Compliance with laws and regulations
  We will have an accurate comprehension of and strictly observe all relevant laws and regulations, including the Financial Instruments and Exchange Law and the Corporation Law. Furthermore, we shall carry out corporate activities in accordance with social ethics and best practice models and will take all possible measures to prevent any problems from arising.
  
  
• Activities to contribute to society
  As a good corporate citizen, the group aims to contribute to society by actively carrying out corporate activities independently, and to maintain and promote the health and welfare of this society.
  Furthermore, we will encourage our directors, executives and employees to engage in activities that benefit society and proactively support these efforts.
  
  
• Communication with society
  We will strive to earn the trust of the public by actively promoting communication with various stakeholders through public relations activities.
  
  
• Maintenance of a stable system infrastructure and t horoughness of risk management
  We are well aware of our vital role as the central financial instruments market in Japan, and recognize that stable operation of our system infrastructure is our top priority. We consider the potential adverse effects of natural disasters and other unexpected events in running our market, and are committed to developing, enhancing, and stably running a system designed to continue operating in any circumstance.
  
  
• Corporate activities that show consideration for the natural environment
  We will aim for a society in which economic development and the protection of the environment can be compatible in a sustainable manner. By reducing the use of energy and resources, reducing waste, and promoting recycling, we will make efforts toward industry being able to co-exist with nature.
  
  
• Sound relations with political and governmental entities
  We will maintain strictly official relationships with all political and governmental entities, and shall avoid any illegal deeds and deeds that could be interpreted as being a collusive relationship with those entities.
  
  
• Resolute attitude toward socially damaging groups
  We shall face individuals and groups involved in activities that threaten the public and its safety with a resolute attitude. If we should receive any unjust demands from these individuals and groups, we will not submit to their demands, and will handle the situation in a determined manner. Moreover, we will strive to prevent these individuals and groups from intervening in the financial instruments market so as to establish a sound and fair market.

II　Our relationship with investors, listed companies and trading participants

• Provision of high quality services
  As an element of public infrastructure that supports economic activity, we will meet the demands of the times accurately and swiftly, evaluate domestic and overseas customers including investors, listed companies, and trading participants, and also provide a variety of services to fulfill the needs of such customers.
  
  
• Improvement of self-regulatory functions
  As the financial instruments market operator, the TSE group will strive to further enhance self-regulatory functions in order to maintain fair, smooth, investor protection-focused securities trading, and improve the attractiveness of our market.
  
  
• Fair and legal transactions
  We will have an accurate comprehension of and strictly observe all laws and regulations regarding corporate activities, including the Antitrust Law. We will always act based on high ethical values while being conscious of fair and proper trading, and will not pursue profits by using unjust methods.
  
  
• Distinction between official and personal matters, prohibition on providing special benefits or accommodations
  We shall draw a distinct line between official and private matters. We will not engage in any dining or gift exchanges with business associates that exceed minimum levels of courtesy. Furthermore, we will not exchange any inappropriate services or benefits with public institutions or business relations at home or abroad.

III　Our relationship with shareholders

• Timely and appropriate disclosure of corporate information
  Through the timely and appropriate disclosure of management information to investors (shareholders), we will fulfill our corporate duty and ensure the trust of our shareholders.
  
  
• Prevention of insider trading
  Actions that conflict with insider trading regulations lead to the loss of fairness and trust in the entire financial instruments market, and therefore we will take firm action against any activities that could be seen as unfair. Furthermore, we shall be thorough in informing business acquaintances outside of the TSE of the relevant regulations.

IV　Our relationship with employees and corporate assets

• Respect of human rights and prohibition of discriminatory treatment
  We will hold individual human rights and safety in the workplace in high regard, and will work to ensure that employees can fulfill their potential in a pleasant and rewarding workplace free from discrimination and harassment.
  
  
• Effective use and protection of corporate assets
  We will put corporate assets to effective use. We will fully recognize the equity value of corporate assets, especially intellectual properties that the TSE group has developed as a knowledge industry, and make our utmost efforts to protect those properties through measures such as proactive registration based on the applicable laws. Furthermore, we shall avoid behavior that constitutes a conflict of interests for the company. We will respect the property rights of other persons and other companies – including intellectual property – and will not infringe upon those rights or use the properties of others illegally.

V　Strict management of personal and confidential information

We will thoroughly protect all third party information, including personal data acquired in the conduct of business, and will ensure that it is neither leaked nor used for anything other its primary purpose. Additionally, we manage information acquired in the conduct of business to prevent leaks not only to those outside of the company, but also to unrelated executives and employees.

Sound corporate ethics

The TSE group’s compliance programs, including implementation of this Charter, play a vital role in internal control. Therefore, in order to fulfill the social role entrusted to us by the public, the TSE group management will take the lead in realizing the principles of this charter, and will thoroughly promote awareness within the company while developing an effective internal structure. If by any chance the principles of this charter are violated, management will clarify the responsibility for the violation and deal with the situation in a strict manner.