TERUMO GLOBAL ACCOUNTIBG STANDARD
[General Rules]
Revised on: (date: 04/01/08)
Department in Charge: Accounting & Finance Department
1.Purpose
The purpose of these Standards is for TERUMO CORPORATION (hereinafter: “Headquarters”) and its consolidated subsidiaries (hereinafter: “Subsidiaries”) to understand our Terumo Group’s Accounting principles and policies in preparation of financial statements and related reports represent proper finances and results of TERUMO Group and also to produce unified report (called “the Consolidation Package”, or hereinafter: “CP”) that reflect these correct and proper financial statements.
The Subsidiaries shall be the companies that are included in the “List of Consolidated Subsidiaries of TERUMO Group” in the accompanying sheet. Also, the list may be revised as the accounting chairman of Headquarters, the head of the department in charge of these Standards, deems appropriate.
2.Duties of Accounting Chairman of Headquarters and Subsidiary
The accounting chairman who is in charge of Accounting shall ensure independence of corporate accounting in accordance with these Standards, in addition to reporting truthful financial statements and CP which correctly and clearly represent the business conditions of the companies.
In order to fulfill accounting chairman’s duties provided for in the preceding paragraph, the Subsidiary chairman shall, where necessary, establish their own accounting standards or manuals in accordance with these Terumo global accounting standards and our other accounting rules separately and systematically.
The Accounting & Finance Department, Terumo Corporation in Japan (hereinafter. “AFD”) shall confirm changes in the accounting system, and, where required, give the Subsidiaries instructions to amend their accounting standards. In this case, if a Subsidiary has amended its standards, the Subsidiary shall report such amendment(s) to the AFD.
In addition, all the Accounting Chairman of our Group, while endeavoring to secure human resources with the required skills sets, shall make efforts to gather necessary information pertaining to revisions of the accounting system concerned.
3.External Accounting Audit
Concerning the accounting records made by our TERUMO Group under these Standards, the financial statements and the CPs generated as a result of the said records, accounting system, and activities, etc.,, the Headquarters and each Subsidiary shall commission an accounting firm to audit or review them and shall, under the guidance of the said accounting firms, attempt to enhance trustworthiness of our CPs.
Before Subsidiaries select or change accounting auditor, they shall make prior consultation with the AFD.
After Subsidiaries have investigated the details (audit cost, schedule, and other necessary information) of each accounting year, they shall sign a contract with accounting auditor pertaining to the commission of audit and report the details to the AFD.
When a Subsidiary has had something pointed out or has been given issues, advice or guidance about its accounting matter by the accounting firm concerned, the Subsidiary management shall submit a follow up report to AFD what improvements the Subsidiary is to implement in this regard.
4.Accounting Year
The accounting year of Headquarters and Subsidiaries shall be in accordance with fiscal year stipulated in their articles of incorporation.
5.Accounting Principles
In preparing their financial statements and the CP, the Headquarters and the Subsidiaries shall follow the principles as described below.
(1)Principle of truthfulness
Truthful reporting shall be made with regard to their respective financial condition and results of operation.
(2)Principle of proper bookkeeping
Correct accounting books shall be prepared in accordance with the principle of legitimate bookkeeping.
(3)Principle of classification into capital and profit/loss transactions
Capital and profit-and-loss transactions shall be clearly classified.
In particular, capital surplus and retained earnings shall not be mixed up.
(4)Principle of fair disclosure
Financial statements shall be disclosed to the stakeholders the necessary facts related to accounting. None of these statements shall lead to misunderstanding regarding the situation of the said enterprises.
(5)Principle of consistency
Accounting principles, method and procedures shall be applied continuously from period to period and shall not be tampered with.
(6)Principle of conservatism
Accounting for a business should be fair and reasonable. Accountants are required in their work to make evaluations and estimates, to deliver opinions, and to select procedures. They should do so in a way that neither overstates nor understates the affairs of the business or the results of operation.
(7)Principle of uniformity
When it becomes necessary to prepare financial statements in various formats for different purposes, their contents shall be prepared based on the same accounting records and shall not distort the facts concerned.
[Financial Closing]
6.Types of Financial closing
The Headquarters and the Subsidiaries shall settle accounts quarterly and annually.
In these settlements, they shall determine their finances and business results in detail and also determine the contents of TERUMO Group’s consolidated financial statements.
7.Checking Accounting Records against Facts
In each settlement, the accounting records shall be checked against the facts concerned by making physical inspections, including an inventory, and by confirming the balances of accounts, as a rule.
If in the said checks against the facts any discrepancy is found, the following appropriate settlement procedure shall be followed : Cause(s) of the said discrepancy(ies) shall be investigated and the prescribed procedure(s) shall be implemented.
As a rule, the physical inspections shall be made for the inventory, fixed assets, and cash and their equivallents as follows. Where a Subsidiary is to adopt a method different to this, the said Subsidiary shall consult the AFD before deciding on the method.
(1)The physical inspection of the inventory and fixed assets shall be made twice a year.
(2)The physical inspection of cash shall be made twice a year.
(3)The balances of deposits shall be confirmed at the end of each quarter and at the end of each term against the relevant certificates of balance that shall be obtained from the banks concerned.
8.Disclosing Consolidated Financial Statements in Quarterly and Annual Settlements
Consolidated financial statements shall be disclosed after completing the following process of reporting approval stipulated below.
(1)Reporting and obtaining approval for draft consolidated financial statements
According to our Group’s financial closing schedule, the Headquarters shall draft consolidated financial statements and obtain for them the approval of its Board of Directors. In the annual closing, a review of the said draft consolidated financial statements by an accounting firm and by the Headquarters’ corporate auditors shall be required before obtaining the said approval of the Board of Directors.
(2)Reporting final financial statements
In the annual closing, the Headquarters shall submit the final annual report to its General Meeting of Shareholders and to the Financial Services Agency by submitting consolidated financial statements that have been determined under (1) above through obtaining for them of the approval of the Headquarters’ Board of Directors.
Concerning our brief announcement of the most recent financial statement following the end of the fiscal year to be submitted to the Tokyo Stock Exchange, the Headquarters shall first make preliminary reports to its Board of Directors and then submit as the said brief announcement to the exchange.
[The Group’s Unified Accounting Standards]
In this chapter, [The Group’s Unified Accounting Standards], the accounting standards shall be had a choice among the Japanese, IFRS, or U.S. accounting standards.
9.Consolidation Package (CP)
(1)The Subsidiary shall settle accounts based on these Standards, and, shall prepare its CP and submit to the AFD by a fixed date.
If there are companies affiliated to the Subsidiary, the Subsidiary shall prepare its consolidated financial statements covering the said affiliated companies (see the “List of consolidated subsidiaries of TERUMO Group on the accompanying sheet) before preparing its CP.
The CP form that is to be used to submit to the Headquarters under this rules shall be decided on separately.
(2)The CP based on which the Subsidiary is to report to the AFD, as a rule, shall be prepared according to the Japanese accounting standards. In this regards, however, the Subsidiary may prepare a CP according to the IFRS or U.S. accounting standards.
(3) Upon adopting a type of accounting standards under the preceding paragraph, the Subsidiary shall not change it or the accounting policy that it has established without reason. Where circumstances compel, the Subsidiary shall report it to the AFD by notifying the reason(s), which shall be sufficiently reasonable, before making a decision after consultation with the said AFD.
(4)Concerning the CP based on which the Subsidiary has already submitted to the AFD, as a rule, no amendments to the said CP shall be permitted. If it becomes necessary, after submitting CP to the AFD, to make any significant adjustment to the settlement results, the Subsidiary shall notify the AFD to the effect without delay.
(5)Concerning the CP the Subsidiary is to submit to the AFD, the CEO/President of the Subsidiary shall guarantee it to be accurate and correct.
10.Sales Recording Standard
TERUMO GLOBAL ACCOUNTIBG STANDARD[General Rules] Revised on: (date: 04/01/08) Department in Charge: Accounting & Finance Department1.Purpose The purpose of these Standards is for TERUMO CORPORATION (hereinafter: “Headquarters”) and its consolidated subsidiaries (hereinafter: “Subsidiaries”) to understand our Terumo Group’s Accounting principles and policies in preparation of financial statements and related reports represent proper finances and results of TERUMO Group and also to produce unified report (called “the Consolidation Package”, or hereinafter: “CP”) that reflect these correct and proper financial statements. The Subsidiaries shall be the companies that are included in the “List of Consolidated Subsidiaries of TERUMO Group” in the accompanying sheet. Also, the list may be revised as the accounting chairman of Headquarters, the head of the department in charge of these Standards, deems appropriate. 2.Duties of Accounting Chairman of Headquarters and SubsidiaryThe accounting chairman who is in charge of Accounting shall ensure independence of corporate accounting in accordance with these Standards, in addition to reporting truthful financial statements and CP which correctly and clearly represent the business conditions of the companies.In order to fulfill accounting chairman’s duties provided for in the preceding paragraph, the Subsidiary chairman shall, where necessary, establish their own accounting standards or manuals in accordance with these Terumo global accounting standards and our other accounting rules separately and systematically.The Accounting & Finance Department, Terumo Corporation in Japan (hereinafter. “AFD”) shall confirm changes in the accounting system, and, where required, give the Subsidiaries instructions to amend their accounting standards. In this case, if a Subsidiary has amended its standards, the Subsidiary shall report such amendment(s) to the AFD.In addition, all the Accounting Chairman of our Group, while endeavoring to secure human resources with the required skills sets, shall make efforts to gather necessary information pertaining to revisions of the accounting system concerned.3.External Accounting Audit Concerning the accounting records made by our TERUMO Group under these Standards, the financial statements and the CPs generated as a result of the said records, accounting system, and activities, etc.,, the Headquarters and each Subsidiary shall commission an accounting firm to audit or review them and shall, under the guidance of the said accounting firms, attempt to enhance trustworthiness of our CPs. Before Subsidiaries select or change accounting auditor, they shall make prior consultation with the AFD.After Subsidiaries have investigated the details (audit cost, schedule, and other necessary information) of each accounting year, they shall sign a contract with accounting auditor pertaining to the commission of audit and report the details to the AFD. When a Subsidiary has had something pointed out or has been given issues, advice or guidance about its accounting matter by the accounting firm concerned, the Subsidiary management shall submit a follow up report to AFD what improvements the Subsidiary is to implement in this regard. 4.Accounting Year The accounting year of Headquarters and Subsidiaries shall be in accordance with fiscal year stipulated in their articles of incorporation.5.Accounting Principles In preparing their financial statements and the CP, the Headquarters and the Subsidiaries shall follow the principles as described below. (1)Principle of truthfulnessTruthful reporting shall be made with regard to their respective financial condition and results of operation. (2)Principle of proper bookkeeping Correct accounting books shall be prepared in accordance with the principle of legitimate bookkeeping. (3)Principle of classification into capital and profit/loss transactions Capital and profit-and-loss transactions shall be clearly classified. In particular, capital surplus and retained earnings shall not be mixed up. (4)Principle of fair disclosure 财务报表应透露给利益相关者对会计有关的必要的事实。没有这些语句应导致误解有关说企业的情况。(5) 原则的一致性会计原则、 方法和程序应适用时期的连续和不被篡改。(6) 的保守主义的原则会计业务应该是公平和合理。会计师在工作中需要作出评价和估计,提供意见,并选择程序。他们应该这样做,既不夸大,也不低估业务或操作的结果的事务的方式。(7) 原则的均匀性当它变得必要准备财务报表中各种格式为不同的目的时,其内容应当基于相同的会计记录,并且不应扭曲有关的事实。[财务结帐]6.类型的财务结帐总部和子公司应解决账户,每季度和每年。在这些定居点,他们应确定其财务状况和业务成果详细,也确定泰尔茂集团合并财务报表的内容。7.检查会计记录对事实在每个结算,会计记录应检查对有关事实进行身体检查,包括库存,并通过确认对帐户的余额,作为一项规则。如果在对事实的说检查发现任何差异,应遵循以下适当解决程序: 追究原因说的不符点予以接受,并予以实施规定的过程。作为一项规则,物理检查应作存货,固定资产,现金和他们 equivallents,如下所示。子公司是采取不同于这一方法,说的子公司应在决定的方法之前协商渔农处。(1) 物理检验的存货及固定资产应每年两次。(2) 现金实物检查应每年两次。(3) 在每个季度末,在每个学期末对平衡应索取有关银行的相关证书,应确认的存款余额。8.披露合并财务报表的季度和年度的住区完成以下过程的报告下文所规定的批准后,应当披露合并的财务报表。(1) 的报告和草案的批准合并财务报表According to our Group’s financial closing schedule, the Headquarters shall draft consolidated financial statements and obtain for them the approval of its Board of Directors. In the annual closing, a review of the said draft consolidated financial statements by an accounting firm and by the Headquarters’ corporate auditors shall be required before obtaining the said approval of the Board of Directors. (2)Reporting final financial statements In the annual closing, the Headquarters shall submit the final annual report to its General Meeting of Shareholders and to the Financial Services Agency by submitting consolidated financial statements that have been determined under (1) above through obtaining for them of the approval of the Headquarters’ Board of Directors. Concerning our brief announcement of the most recent financial statement following the end of the fiscal year to be submitted to the Tokyo Stock Exchange, the Headquarters shall first make preliminary reports to its Board of Directors and then submit as the said brief announcement to the exchange. [The Group’s Unified Accounting Standards]In this chapter, [The Group’s Unified Accounting Standards], the accounting standards shall be had a choice among the Japanese, IFRS, or U.S. accounting standards.9.Consolidation Package (CP)(1)The Subsidiary shall settle accounts based on these Standards, and, shall prepare its CP and submit to the AFD by a fixed date. If there are companies affiliated to the Subsidiary, the Subsidiary shall prepare its consolidated financial statements covering the said affiliated companies (see the “List of consolidated subsidiaries of TERUMO Group on the accompanying sheet) before preparing its CP. The CP form that is to be used to submit to the Headquarters under this rules shall be decided on separately. (2)The CP based on which the Subsidiary is to report to the AFD, as a rule, shall be prepared according to the Japanese accounting standards. In this regards, however, the Subsidiary may prepare a CP according to the IFRS or U.S. accounting standards. (3) Upon adopting a type of accounting standards under the preceding paragraph, the Subsidiary shall not change it or the accounting policy that it has established without reason. Where circumstances compel, the Subsidiary shall report it to the AFD by notifying the reason(s), which shall be sufficiently reasonable, before making a decision after consultation with the said AFD. (4)Concerning the CP based on which the Subsidiary has already submitted to the AFD, as a rule, no amendments to the said CP shall be permitted. If it becomes necessary, after submitting CP to the AFD, to make any significant adjustment to the settlement results, the Subsidiary shall notify the AFD to the effect without delay. (5)Concerning the CP the Subsidiary is to submit to the AFD, the CEO/President of the Subsidiary shall guarantee it to be accurate and correct. 10.Sales Recording Standard
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