Legal & Regulatory Environment
Organization of the Professions
Accounting Principles & Auditing Standards
Location:
The Japanese archipelago lies off the northeast coast of Asia and consists of four principal islands (Hokkaido, Honshu, Shikoku, and Kyushu) and a number of smaller islands.Population:
In 1996, Japan population consisted of 125.86 million people. The population density is very high, with approximately 10% of the population centered around the nation's capital—Tokyo.Languages:
The language spoken is Japanese, while there are some local dialects. The English language is taught in schools as a second language because it is widely used in business circles.Currency:
Yen (¥)Brief history:
In the mid-sixteenth century, Japan was closed to foreign trade until 1853, except with the Netherlands and Portugal. The domestic economy developed during this period. Since 1868, Japan started its Western civilization and modernization. Today, Japan is a combination of its own origins and the influence of both Asia and Western culture.
General
Japan is an economic giant of the West Pacific Rim. Its economy can be characterized as high-savings and high investing. In 1996, Japan 's GDP is $4,598 billion, compared to $7.636 billion of the United States. The GDP per capita exceeds that of the United States.
Comparative economic indicators, 1996
|
Japan |
USA |
|
|
Real GDP growth (%) |
3.5 |
2.8 |
|
GDP ($ bn) |
4,598 |
7,636 |
|
GDP per head ($) |
36,536 |
28,090 |
|
Consumer price inflation (%) |
0.1 |
2.9 |
Major Resources
Japan has very limited natural resources; therefore, the country relies heavily on imports of raw materials. As located at a major fishing area in the world, Japan has become a major fishing nation. However, with short supply of agricultural land, Japan is also heavily dependent on imported basic foodstuffs.
Main industries
Steel and non-ferrous metallurgy, heavy electrical equipment, construction and mining equipment, motor vehicles and parts, electronic and telecommunication equipment and components, machine tools and automated production systems, locomotives and railroad rolling stock, shipbuilding, chemicals, textiles, food processing.
Characteristics of the population
The number of households has increased, however, the size of household are getting small. The population is aging rapidly. The population of aged 65 and above had increased from 7.1% to 15.1% during the period of 1970 to 1996, which would take 100 years in most European countries. It is projected that the number of people over 65 will nearly double to 32.7 million by 2020, which will be 25% of total population.
Population by age (1996)
|
0-14 |
15.6% |
|
15-64 |
69.3% |
|
65+ |
15.1% |
Maturity of the infrastructure
Japan has an extensive and efficient rail network.
Telephone and telegraphy services are well developed.
The number of subscribers for conventional cellular mobile telephone had increased substantially.
The number of subscribers for personal handy phone system (PHS), launched in July 1995, had reached to nearly 7 million by June 1997.
There are many projects under way in preparation for the full integration of computers, televisions and telephones to provide multimedia services.
The service industry is an important growth sector of the economy.
Major trading partners (1996)
|
Exports to: |
% of total trade |
Imports from: |
% of total trade |
|
USA |
27.2 |
USA |
22.7 |
|
South Korea |
7.1 |
China |
11.6 |
|
Taiwan |
6.3 |
South Korea |
4.6 |
|
Hong Kong |
6.2 |
Indonesia |
4.4 |
|
China |
5.3 |
Taiwan |
4.3 |
|
Singapore |
5.1 |
Australia |
4.1 |
|
Thailand |
4.4 |
Germany |
4.1 |
|
Germany |
4.4 |
Malaysia |
3.4 |
Forms of business organization
Corporation (kabushiki kaisha): It is similar to the corporation in the United States.
Limited liability company (yugen kaisha): Its size is usually small. The form and operation is simpler than a corporation.
Unlimited liability company (gomei kaisha): It is usually small and similar to a general partnership.
Company with limited and unlimited liability (goshi kaisha): It is similar to a limited partnership, while the manager is more like a trustee than a general partner is.
Branch of a foreign enterprise
Major corporations
Bank of Tokyo- Mitsubishi: largest city bank in fund volume.
Canon: top manufacturer of printers and well known for Canon brand cameras.
Fuji Photo Film: top-ranked photo film maker in Japan.
Fujitsu: largest domestic computer maker.
Hitachi: Japan's largest electric machinery manufacturer.
Honda Motor: one of automakers and world's leading motorcycle manufacturer.
Japan Airline: Japan's largest airline company.
Kirin Brewery: largest beer brewer in Japan.
Matsushita Electric Industrial: one of world's largest consumer electronics manufacturers.
Mitsubishi Chemical: largest comprehensive chemical maker in Japan.
Mitsubishi Electric: ranks as third in electric machinery manufacturers.
Nippon Telegraphy and Telephone (NTT): Japan's largest telecommunication company and ranks second in the world next to AT&T (US).
NEC: one of Japan's representative high-tech enterprises.
Nissan Motor: Japan's second largest automaker.
Sony: global known manufacturer of consumer electronics.
Tokyo Electric Power: world's largest private electric power company.
Toshiba: ranks as second in electric machinery manufacturers.
Toyota Motor: one of world's largest automakers.
Receptivity of foreign investment
Government policy is to promote free trade.
The methods of conducting business are open to foreign investors.
100% foreign ownership of the company is permitted.
Recently, government policy tends to deregulate business and to provide foreign access to domestic markets.
Development of business infrastructure
Japan has an extensive banking network.
The Bank of Japan is the central bank.
In Japan, financial institutions, such as banks, insurance companies, are important investors in listed companies.
Trade financing (export and import) by banks is extensive.
The financial markets consist of short-term money markets, foreign exchange markets, financial futures market, Japan Offshore Financial Market, securities markets, and commodity exchanges.
There are eight stock exchange markets, with the Tokyo Stock Exchange being the largest one in terms of trading volume and numbers of listed companies.
Tokyo is considered to be one of the three financial centers of the world, along with New York and London. Foreign exchange and other financial instruments are actively traded.
Legal & Regulatory Environment
Several important laws affecting business are:
Commercial Code
Securities Exchange Law
Various tax law
Law Concerning Prohibition of Private Monopoly and Preservation of Fair Trade
Customer Law
Civil Code
Banking Law
Insurance Business Law
Law Concerning Control of Foreign Exchange and Foreign Trade
Law Concerning Registration of Foreigners
Organization of the Professions
Accounting development in Japan
The accounting system in Japan was introduced mainly from the United States and Germany. During the era of modernization, western bookkeeping was introduced into Japan through the importation of books from Britain, France, Germany, Russia, and the United States. In addition, accounting experts from western countries were invited to Japan to train Japanese accountants and western accounting textbooks were translated to Japanese. Along with the coming of big business, improved accounting systems were developed.
The Commercial Code, based on the German Code, became law in 1890. It was later amended and emphasized on the provision of information to creditors rather than shareholders.
After the World War II, a major change occurred in the orientation of corporation financial reporting by the introduction of the Securities Exchange Law (SEL) and several revisions in the Commercial Code. In addition, the Japanese Institute of Certified Public Accountants (JICAP), the Investigation Committee on Business Accounting Systems (later became the BADC), and the Tax Bureau and National Tax Administration Agency were formed. This new regulatory system was based on that prevailing in the U.S. and with a purpose to protect investors.
In general, the Japanese accounting can be characterized as statutory control, uniformity, conservatism, and secrecy, which resulting from the influences of its culture, government, legislation, and accounting profession.
Development of accounting and/or auditing professions
1907 The first group of professional accountants organized themselves as a group.
1927 The first formal body of accountants was established by the Registered Accountants Law.
1948 The Registered Accountants Law was repealed and replaced by the Certified Public Accountants Law (CPA Law).
1949 The Japanese Institute of Certified Public Accountants (JICPA) was founded as a voluntary body.
1966 The JICPA was recognized under the amended CPA Law. It required all CPAs to be members of the JICPA.
1967 The first audit corporation permitted under the CPA Law was established.
To be a CPA in Japan, a person must pass three stages of examination. The CPA exam is administrated by the MOF and conducted by the CPA examination Board. For those who have completed two years of study at university or college, the first stage examination can be waived. The second stage examination is the most difficult part. A person passes the second stage examination would receive the title of a Junior CPA. After passing the third stage examination, a person would then receive a title of a CPA. In order to use the title CPA, registration with the JICPA is required.
Development of accounting/auditing standards
Japanese accounting standards are developed under the influences of both governmental and private organizations. The major organizations are as follows:
Business Accounting Deliberation Council (BADC): The BADC plays a role of primary originator of accounting standards in Japan. It acts as an advisory body to the Minister of Finance; therefore, standard-setting in Japan is said in public sector. The BADC has issued a comprehensive set of standards that cover general standards, income statement standards and balance sheet standards. The BADC has also issued standards relating to consolidated financial statements, interim financial statements, cost accounting and translation of foreign currency transactions.
Ministry of Finance (MOF): The MOF is a regulator for financial market in Japan. The MOF drafts the Securities and Exchange Law (SEL) for the National Diet, issues ordinances and regulatory notices, and supervises security firms and accounting firms. The MOF usually incorporates BADC disclosure standards into MOF regulations.
Japanese Institute of Certified Public Accountants (JICPA): The JICPA, a private, self-regulatory accounting organization, has no authority to issue accounting standards. However, the JICPA issues Accounting Standards Committee Reports as implementation guidance, which should be referred by auditors in auditing a company's financial statements. The JICPA is becoming more important in standard-setting process recently, as the BADC yields its authority to issue implementation guidance to the Accounting Standards Committee of the JICPA. Since April 1995, the JICPA has started numbering its Accounting Standards Committee Reports although it had already issued 52 Reports before. Some argue that the JICPA's guidance is not baked well enough by law as in the United States.
Corporation Finance Research Institute (COFRI): As a private research organization for financial accounting and reporting issues, the COFRI issues research reports that provide fundamental research and survey for the MOF or the BADC.
Major professional organizations and their composition
The only professional body of CPAs in Japan is the JICPA. It was established in 1949 and was recognized by the CPA Law in 1966. A CPA is licensed under provisions of the CPA Law and has to register with JICPA to engage in public accounting practices. The members of the JICPA composed of CPAs, foreign CPAs, and audit corporations. They become members upon registration. An audit corporation is a legal entity consisting of CPAs and is established under the CPA Law, while its formation is under the control of the Ministry of Finance. Junior CPAs may also voluntarily become associate members of the JICPA.
The JICPA is a founding member of the International Accounting Standards Committee (IASC). Although the JICPA has agreed to try to harmonize its rules and regulations with international accounting standards, it is seldom to see international accounting standards mentioned in a company's Japanese reports, but occasionally this may occur in their English version accounts.
Major accounting firms
Asahi & Co. (member firm of Arthur Anderson &Co.)
Chuo Audit Corporation (Cooper & Lybrand in Japan)
KPMG Peat Marwick
Price Waterhouse
Showa Ota & Co. (member of Ernst & Young International)
Tohmatsu & Co. (part of Deloitte Touche Tohmatsu International)
Accounting Principles & Auditing Standards
General accepted accounting principles (GAAP)
Japanese GAAP consists of the following sources:
Financial Accounting Standards for Business Enterprises issued by the Business Accounting Deliberation Council (BADC): Since established in 1949, the BADC has issued many statements, opinions, and interpretations of financial accounting standards. The Statements, Opinions and Interpretations are major sources of Japanese GAAP.
Japanese Commercial Code (JCC): The Commercial Code, established in 1890, provides general rules for preparation of financial reports and those requirements cover very important areas of accounting. It is noted that the Commercial Code overrules the GAAP, so that the GAAP must be in accordance with the Commercial Code.
JICPA: The Accounting Standards Committee of the JICPA, which is a private, self-regulatory accounting organization, issues Accounting Standards Committee Reports. The Committee Reports, which provide implementation guidance for the Commercial Law, MOF ordinances and regulations, BADC statements, and other authorized documents, are also important sources of the GAAP.
Tax Law: The Tax Law provides very detailed guidance originally for tax purposes. Such tax provisions, however, are used as accounting guidance as well in the areas where no accounting standard exist. Therefore, it can be said that the Tax Law is also an important source of the GAAP in Japan.
General accounting
Under the Commercial Code: A joint-stock corporation is required to prepare the following financial statements and data as of each fiscal year-end: balance sheet, profit and loss account (income statement), business report, proposal for appropriation of retained earnings, and supporting schedules. The form and content of the accounts are prescribed by the Ministry of Justice.
Under the Securities Exchange Law: In addition to the financial statements prepared in accordance with the Commercial Code, corporations that are publicly listed are required by the SEL to prepare financial statements to be included in the securities reports. The form and content of the statements are prescribed by the Ministry of Finance Ordinance.
Some major companies also prepare an English version of annual report for international readers. This report uses U.S. terminology and often compiles with U.S. GAAP.
It can not be clearly distinguished between purchase and pooling-of-interests methods in Japan. Mergers are usually effected by an exchange of shares between an acquired company and an acquiring company and are generally accounted for in accordance with the Commercial Law and Corporation Tax Law in a manner similar to the purchase method of the United States. Goodwill is recognized at the time of merger as an intangible fixed asset. Purchased goodwill must be valued at acquisition cost and amortized using the straight-line method within 5 years.
Majority-owned subsidiaries are consolidated, and investment in affiliated companies is accounted for in the consolidated financial statements using the equity method. It is important to notice that the consolidated accounts only have to be prepared by listed companies reporting under the SEL and consolidated financial statements are issued as supplementary to the financial statements of the parent company.
There is nothing specified under the Commercial Code requiring companies in Japan to issue consolidated financial statements.
Segment reporting is still a fairly new idea in Japanese financial reporting. Disclosure requirements were introduced in 1990 under the SEL. It requires sales and profits by industry and by location disclosed.
Designated provisions, such as provision for bad debts, are allowable against tax and available to all companies. All provisions allowed in one accounting period must be reserved in the following period, except for the provision for retirement allowance. In addition to provisions there are a number of reserves that are tax-deductible provided they are recorded in the books of account.
Inventories are valued at either cost or the lower of cost or market. The following cost flow assumptions can be used in accounting for inventories: individual cost, FIFO, LIFO, weighted-average cost, moving-average cost, and latest purchase price. Market value is usually the repurchased price, which differs from market value interpreted in the United States. In the U.S., market value is the current replacement cost that should not exceed net realizable value and must not less than net realizable value reduced by normal profit margin.
Fixed assets are generally recorded at historical cost. Although different methods are allowed for depreciation charges, it is common to use the declining-balance method and apply useful lives that are specified by the income tax law. Accumulated depreciation is deducted from the cost of each class of asset or it may be shown as aggregated amount and deducted from the total of depreciable assets.
Intangible assets are recorded at historical cost. Except for property rights, the cost of intangible assets is amortized using a straight-line method over their useful life or over the number of years prescribed by the tax regulation. In the balance sheet, intangible assets must be presented at their unamortized amount.
Securities acquired are recorded at cost. Marketable securities are carried at either cost or the lower of cost or market. Investment securities are carried at acquisition cost.
Bonds are recorded at face value. Bond discounts are recorded as deferred charge in the balance sheet and amortized over the life of the debt. Bond issue costs are recorded as deferred assets and amortized within three years or the redemption period, whichever is shorter.
It is common for Japanese companies to provide for employee retirement and severance benefits. In the past, many plans were generally not funded, but now there is a tendency to partially fund such plans. Most companies provided a reserve for retirement on a tax basis, which limits the deduction of employee retirement and severance benefit liabilities to a maximum of 40 percent of the voluntary retirement and severance liability as of the balance sheet date.
The accounting for loss contingencies is the same as that in the United States. Contingent loss must be accrued and reported in the financial statements, or be disclosed in the notes.
When a company issues shares, with or without par value, at least 50 percent of the proceeds must be recorded as capital stock. The excess over par is recorded in the paid in surplus included in the capital reserve account. Stock dividend was abolished in 1991. The acquisition of treasury stock is prohibited except for retiring the shares and a business merger. Treasury stock is shown as an asset on the balance sheet. This is different from the practice in the United States. However, treasury stock is shown as a deduction from stockholders' equity on consolidated balance sheet prepared in accordance with SEL.
Under the Commercial Code, it is required that an amount equal to at least 10 percent of the sum of cash dividends and officers' bonuses paid be set aside as a legal reserve. This amount is transferred from retained earnings to the reserve each accounting period until the total amount is equal to 25 percent of the capital stock amount.
It is common in Japan to appropriate a certain amount of retained earnings for special purposes.
Income taxes shown on the income statement are the taxes levied on taxable income for the period. Income taxes shown on the balance sheet are amount currently payable. Interperiod income tax allocation is not acceptable. Deferred taxes are usually not recognized.
EPS is calculated as net income for the year divided by the weighted-average number of common shares outstanding during the year. No diluted EPS information is required.
Retroactive adjustments of prior period amounts are not allowed. Prior period adjustments are shown as extraordinary items in the income statement.
Recent changes
A new accounting standard for foreign currency translation was issued by BADC in 1995. The new accounting standards were effective for fiscal years beginning on or after April 1, 1996. Short-term monetary items should be translated at current rates, while long-term monetary items should be translated at historical rates. A material unrealized translation loss on long-term monetary items should be recognized in income in the period that the loss occurs.
For foreign branch financial statements, the temporal method is applied.
For translation of the foreign subsidiary financial statements, the modified temporal method had been used before; however, the amended Statement requires the current rate method to be used.
A new accounting standard, "Opinion on Accounting Standards for Interim Consolidated and Parent-Only Financial Statements", was issued by BADC in March 13, 1998. It recommends that interim reporting should be based on "discrete view" rather than "integral view."
A new accounting standard for cash flow statement was issued by BADC in March 13, 1998. It is the first time for Japan to have cash flow statements as one of the financial statements because it will replace funds flow statements, which disclose fund information and are regarded only as information outside of financial statements. The new standard recommends that an entity should disclose cash flow statements as part of an integral set of financial statements. The standard will be effective for fiscal years beginning on or after April 1, 1999.
It is also a new accounting standard issued in March 13, 1998. The statement requires that research and development costs no longer be capitalized. The costs should be charged to expenses when incurred. It also requires different accounting for software production costs based on the differences in how the software is produced.
Auditing standards
Japanese auditing standards are provided for under the "Auditing Standard, Audit Procedural Rules and Audit Reporting Rules" set forth by the BADC of the Ministry of Finance. The JICPA also has its Auditing Committee, which provides auditing guidance to its members. Basically, the auditing standards are similar to those applied in the United States, but there are certain differences, especially in reporting standards.
Audits under statutory requirements:
Audit based on the Commercial Code:
The Commercial Code requires a corporation to have at least one statutory auditor. No professional qualifications are required, but this person may not be a company employee. The financial documents subject to the statutory auditor's opinion are the balance sheet, income statement, proposals relating to the distribution of profit and loss, supplementary account statements, and the business report.
Large corporations, with capital amount of at least ¥500 million or total liability amount of at least ¥20 billion, are required to have their financial statements audited not only by statutory auditors but also by members of the JICPA - either independent CPAs or audit corporations.
Audit based on the Securities and Exchange Law (SEL):
The SEL requires certain corporations to file a registration statement or a securities report with the MOF. The file should include financial statements of the parent company and consolidated financial statements. Those financial statements must be audited by members of the JICPA.
Corporations under this requirement are those
Comparison of the consolidated financial statements (Fiscal year 1997) of Toyota Motor Corporation (Japan) with those of Ford Motor Company (U.S.) shows some differences and similarities. They are summarized as follows:
|
Toyota Motor (English version) |
Ford Motor |
|
|
Consolidated financial statements |
only few pages and lack of detailed information |
detailed operation schedules are disclosed in the notes |
|
Fiscal year-end |
on March 31, same date as found in most Japanese companies |
on December 31 |
|
Format of the Income Statement |
sales revenue less expenses |
sales revenue less expenses |
|
Format of the Balance Sheet |
assets equal liabilities plus shareholders' equity |
assets equal liabilities plus stockholders' equity |
|
Balance Sheet |
assets and liabilities are listed in descending order of liquidity |
assets and liabilities are listed in descending order of liquidity |
|
Comparative figures |
three years, with the U.S. Dollar amount for current year provided |
three years |
|
Amortization of consolidation difference |
significantly different amount between the cost of an investment in a consolidated subsidiary or in an affiliate accounted for under the equity method and the underlying net equity. This amount is deferred and amortized on a straight-line basis over five years and presented in the Consolidated Income Statement. |
no |
|
Segmental information |
Its business segment and geographic segment information are disclosed in notes. |
The disaggregated format of reporting is used, showing two principal business segments in both its consolidated Balance Sheet and Income Statement. The geographic segmental information is disclosed in the notes. |
|
Foreign currency translation |
current rate method:
|
|
|
Amount per share |
|
|
|
Pensions |
|
|
|
Investments in securities |
|
|
|
Goodwill |
detail information is not provided |
amortized using the straight-line method over 40 years |
|
Deferred income taxes |
no |
yes |
|
Legal reserve |
set aside in the Consolidated Balance Sheet |
no |
References and Other Links
Cooke, T. E. and R. H. Parker (ed.). Financial Reporting in the West Pacific Rim, Routledge, London, 1994.
Coopers & Lybrand. International Accounting Summaries: A guide for Interpretation and Comparison, Canada: John Wiley & Sons, Inc., 1993.
The Nikkei Weekly (ed.). The Japan Economic Almanac, Nihon Keizai Shimbum, Inc., 1997.
Country Profile: Japan, 1997-98, The Economist Intelligence Unit, London, 1997.
Doing business in Japan, Price Waterhouse, 1995.
Japan Company Handbook, Fist Section, Spring 1998, Toyo Keizai Inc., 1998.
Japan Information Network-The Japan of Today
Japanese Institute of Certified Public Accountants (JICAP)
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