Pursuant to section 35B of the Financial Reporting Act 1993 (“the Act”), the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).
N o t i c e
1. Title—This is the Financial Reporting Act (The Bank of Tokyo - Mitsubishi Ufj, Ltd.) Exemption Notice 2008.
2. Commencement—This notice comes into force on its notification in the New Zealand Gazette.
3. Expiry—This notice expires on the close of 31 July 2012.
4. Application—An exemption granted by this notice applies to the following accounting periods of the exempt overseas company:
(a) An accounting period of the exempt overseas company that commenced before the exemption
is granted (including an accounting period that ended before the exemption is granted) if:
(i) in the case of copies of financial statements
or group financial statements for that period
that are required to be delivered for registration under section 19 of the Act, the exemption is granted before those documents are required to be delivered for registration under that section; or
(ii) in any other case, the exemption is granted before the financial statements or group financial statements for that period are required to be completed; and
(b) subsequent accounting periods.
5. Interpretation—In this notice, unless the context otherwise requires:
Act means the Financial Reporting Act 1993.
exempt overseas company means The Bank of
Tokyo - Mitsubishi Ufj, Ltd.
specified financial statements, in relation to the exempt overseas company, means the group financial statements that are required to be prepared in respect of the exempt overseas company in accordance with the laws of Japan.
US GAAP means generally accepted accounting principles in the United States of America.
6. Exemptions for directors of exempt overseas companies—(1) Every director of an exempt overseas company is exempted from the following provisions in respect of the exempt overseas company:
(a) Sections 10(1) and 11 of the Act to the extent that these sections require stand-alone overseas company financial statements to be prepared in accordance with New Zealand generally accepted accounting practice;
(b) section 13 of the Act to the extent that it requires group financial statements to be prepared in relation to the exempt overseas company to comply with section 14 of the Act; and
(c) section 19(3) of the Act to the extent that it requires copies of the financial statements of the exempt overseas company, together with a copy of the auditor’s report on those statements, to be delivered to the Registrar for registration.
(2) Subclauses (1)(a) and (c) do not apply in relation to the New Zealand branch accounts that are required to be prepared in relation to the group’s New Zealand business prepared in accordance with New Zealand generally accepted accounting practice as if the members of the group were companies formed and registered in New Zealand.
(3) Subclause (1)(c) does not apply in relation to the group financial statements that are required to be prepared in relation to the exempt overseas company under section 13 of the Act.
7. Conditions—The exemptions in clause 6 are subject to the conditions that:
(a) the specified financial statements of the exempt overseas company comply with US GAAP;
(b) if, in complying with US GAAP, the specified financial statements do not give a true and fair view of the matters to which they relate, the directors of the exempt overseas issuer add information and explanations that will give a true and fair view of those matters; and
(c) the specified financial statements are accompanied by a report by an approved auditor that complies with the requirements of Part 210 of the Code of Federal Regulations (United States of America).
Dated at Wellington this 21st day of April 2008.
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Statement of Reasons
This notice, which comes into force on its notification in the New Zealand Gazette and expires on 30 July 2012, exempts the directors of The Bank of Tokyo - Mitsubishi Ufj, Ltd.,
a company that was incorporated in Japan, from various provisions of the Financial Reporting Act 1993 (“the Act”).
The effect of the exemptions is to allow The Bank of
Tokyo - Mitsubishi Ufj, Ltd. to provide the group
financial statements that it is required to prepare
under financial reporting requirements in Japan.
The principal differences in financial statements provided
by overseas companies relying on the exemptions are:
? the directors of the overseas company will prepare
and register financial statements for the New Zealand business and consolidated financial statements only
(not stand-alone parent company financial statements);
? the consolidated financial statements will comply with generally accepted accounting principles in the United States of America (rather than generally accepted accounting practice in New Zealand); and
? the consolidated financial statements will be audited in accordance with the requirements set out in Japanese legislation and the auditor’s report will provide the information required by Japanese legislation instead
of the Act.
The Registrar considers that it is appropriate to grant the exemptions because:
? the Registrar has had regard to the financial reporting and audit requirements that must be complied with by The Bank of Tokyo - Mitsubishi Ufj, Ltd. in its home jurisdiction, under which it is not required to prepare stand-alone parent company financial statements;
? The Bank of Tokyo - Mitsubishi Ufj, Ltd. will
still be required to file financial statements for the group’s New Zealand business prepared in accordance with New Zealand generally accepted accounting practice as if the members of the group were companies formed and registered in New Zealand;
? the Registrar is satisfied that the consolidated financial statements required to be prepared under Japanese financial reporting laws provide sufficient information
to avoid any detriment to members of the public who have dealings with The Bank of Tokyo - Mitsubishi Ufj, Ltd.; and
? the exemptions address the particular difficulties experienced by The Bank of Tokyo - Mitsubishi Ufj, Ltd. in complying with the Act. The exemptions are
not broader than what is reasonably necessary to address these difficulties and still require that group financial statements be filed in New Zealand.
Date of notification in New Zealand Gazette: 24 April 2008.
This notice is administered by the Registrar of Companies.