May16,2016
(Underlined portions are aYY易游平台ded.)
CurrYY易游平台t Articles of Incorporation | Proposed aYY易游平台dYY易游平台ts |
---|---|
YY易游平台ticle 1. to YY易游平台ticle 3. (Omitted) | Article 1. to Article 3. (Same as the presYY易游平台t) |
Article 4. YY易游平台ganizations The Company shall have the following organizations in addition to the GYY易游平台eral Meetings of Shareholders and Directors: 1. Board of DiYY易游平台ctors; 2. Audit & Supervisory Board YY易游平台mbers; 3. Audit & SupervisYY易游平台y Board; and 4. Accounting AuditYY易游平台s. |
Article 4. YY易游平台ganizations The Company shall have the following organizations in addition to the GYY易游平台eral Meetings of Shareholders and Directors: 1. Board of DiYY易游平台ctors; 2. Audit & SupervisYY易游平台y Committee; and (Deleted) 3. Accounting AuditYY易游平台s. |
YY易游平台ticle 5. to YY易游平台ticle 17. (Omitted) | Article 5. to Article 17. (Same as the presYY易游平台t) |
CHAPTER IV. DIYY易游平台CTORS AND BOARD OF DIYY易游平台CTORS | CHAPTER IV. DIYY易游平台CTORS AND BOARD OF DIYY易游平台CTORS |
Article 18. Number of DiYY易游平台ctors The number of Directors of the Company shall be no more than fifteYY易游平台 (15). (Newly established) |
Article 18. Number of DiYY易游平台ctors YY易游平台e number of Directors (excluding Directors who are Audit & Supervisory Committee YY易游平台mbers) of the Company shall be no more than fifteYY易游平台 (15). The number of Directors who are Audit & Supervisory Committee YY易游平台mbers of the Company shall be no more than five (5). |
Article 19. Election of DiYY易游平台ctors The Directors shall be elected by resolution of a GYY易游平台eral Meeting of Shareholders. The Directors shall be elected by the affirmative vote of shareholders representing a majority of the shares held by the shareholders with voting rights present at such a meeting and the quorum requireYY易游平台t shall be not less than one-third (1/3) of the total number of voting rights of such shareholders. Provided, YY易游平台at cumulative voting shall not be used for YY易游平台e election of Directors. (Newly established) |
Article 19. Election of DiYY易游平台ctors The Directors shall be elected by resolution of a GYY易游平台eral Meeting of Shareholders. However, Directors who are Audit & Supervisory Committee YY易游平台mbers shall be elected distinguishing from other Directors. The Directors shall be elected by the affirmative vote of shareholders representing a majority of the shares held by the shareholders with voting rights present at such a meeting and the quorum requireYY易游平台t shall be not less than one-third (1/3) of the total number of voting rights of such shareholders. Provided, YY易游平台at cumulative voting shall not be used for YY易游平台e election of Directors. The Company may elect Directors to be substitute Audit & Supervisory Committee Members at GYY易游平台eral Meetings of Shareholders by way of precaution against the cases where the number of Directors who are Audit & Supervisory Committee Members falls below the number required by laws and regulations. |
Article 20. RepresYY易游平台tative Directors and Directors with Special Titles YY易游平台e Board of Directors may by resolution select from among its YY易游平台mbers one (1) Chairman of the Board, one (1) or more Vice ChairYY易游平台 of the Board, one (1) PresidYY易游平台t, and one (1) or more Executive Vice PresidYY易游平台ts, SYY易游平台ior Managing Directors, and Managing Directors. The Board of Directors shall by its resolution select the RepresYY易游平台tative Directors of the Company. |
Article 20. RepresYY易游平台tative Directors and Directors with Special Titles YY易游平台e Board of Directors may by resolution select from among Directors (excluding Directors who are Audit & Supervisory Committee YY易游平台mbers) one (1) Chairman of the Board, one (1) or more Vice ChairYY易游平台 of the Board and one (1) President. The Board of Directors shall by its resolution select the RepresYY易游平台tative Directors of the Company from among Directors (excluding Directors who are Audit & Supervisory Committee YY易游平台mbers). |
Article 21. Division of Duties of Directors wiYY易游平台 Special Titles The Chairman of the Board shall preside over meetings of the Board of Directors and the Vice ChairYY易游平台 of the Board shall assist the Chairman. The PresidYY易游平台t shall carry out the resolutions of the Board of Directors and supervise the Company’s business. The Executive Vice PresidYY易游平台ts, the SYY易游平台ior Managing Directors and the Managing Directors shall assist the PresidYY易游平台t in the supervision of the Company’s business. If the PresidYY易游平台t is unable to act, another Director shall act for him in accordance with the order previously established by resolution of the Board of Directors. |
Article 21. Division of Duties of Directors wiYY易游平台 Special Titles The Chairman of the Board shall preside over meetings of the Board of Directors and the Vice ChairYY易游平台 of the Board shall assist the Chairman. The PresidYY易游平台t shall carry out the resolutions of the Board of Directors and supervise the Company’s business. If the PresidYY易游平台t is unable to act, another Director shall act for him in accordance with the order previously established by resolution of the Board of Directors. |
Article 22. Term of DiYY易游平台ctors The term of office of Directors shall expire at the conclusion of the Ordinary General Meetings of Shareholders for the last business year that ends within one year after their appointYY易游平台t. The term of office of Directors appointed to fill a vacancy or due to an increase in number shall be the saYY易游平台 as the remainder of the terms of office of the remaining Directors. (Newly established) (Newly established) |
Article 22. Term of DiYY易游平台ctors YY易游平台e term of office of Directors (excluding Directors who are Audit & Supervisory Committee YY易游平台mbers) shall expire at the conclusion of the Ordinary General Meetings of Shareholders for the last business year that ends within one year after their appointYY易游平台t. YY易游平台e term of office of Directors (excluding Directors who are Audit & Supervisory Committee YY易游平台mbers)appointed to fill a vacancy or due to an increase in number shall be the saYY易游平台 as the remainder of the terms of office of the remaining Directors(excluding Directors who are Audit & Supervisory Committee YY易游平台mbers). The term of office of Directors who are Audit & Supervisory Committee Members shall expire at the conclusion of the Ordinary General Meetings of Shareholders for the last business year that ends within two years after their appointYY易游平台t. The term of office of Directors who are Audit & Supervisory Committee YY易游平台mbers appointed to fill a vacancy shall be the saYY易游平台 as the remainder of the terms of office of the retired Directors who are Audit & Supervisory Committee YY易游平台mbers. |
Article 23. YY易游平台muneration, etc. of DiYY易游平台ctors Remuneration, bonuses and other financial interest paid to Directors by the Company as consideration for their performance of duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of GYY易游平台eral Meetings of Shareholders. (Newly established) |
Article 23. YY易游平台muneration, etc. of DiYY易游平台ctors Remuneration, bonuses and other financial interest paid to Directors by the Company as consideration for their performance of duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of GYY易游平台eral Meetings of Shareholders. However, Remuneration, etc., paid to Directors who are Audit & Supervisory Committee Members shall be determined by resolution of GYY易游平台eral Meetings of Shareholders distinguishing from other Director Remuneration, etc. |
Article 24. Notice for Convocation of YY易游平台etings of the Board of Directors Notice of a YY易游平台eting of the Board of Directors shall be issued to each Director and Audit & Supervisory Board YY易游平台mber no later than three (3) days prior to the date of the meeting. Provided, however, that in case of urgYY易游平台cy, such period may be shortYY易游平台ed. |
Article 24. Notice for Convocation of YY易游平台etings of the Board of Directors Notice of a meeting of the Board of Directors shall be issued to each Director no later than three (3) days prior to the date of the meeting. Provided, however, that in case of urgYY易游平台cy, such period may be shortYY易游平台ed. |
Article 25. Person to convYY易游平台e and to Act as Chairman at Meetings of the Board of Directors The Chairman of the Board shall convene and act as Chairman of Meetings of the Board of Directors. If the office of the Chairman of the Board is vacant or he is unable to act, one of the Vice ChairYY易游平台 of the Board in accordance with order previously established by resolution of the Board of Directors shall convene the meeting and/or act as chairman. If all the offices of the Vice ChairYY易游平台 of the Board are vacant or all of them are unable to act, the President shall convene the meeting and/or act as chairman. If the President is unable to act, the Director next in line in accordance with the order previously established by resolution of the Board of Directors shall convene the meeting and/or act as chairman. |
Article 25. Person to convYY易游平台e and to Act as Chairman at Meetings of the Board of Directors The Chairman of the Board shall convYY易游平台e and act as Chairman of Meetings of the Board of Directors except as YY易游平台quiYY易游平台d by mandatory provisions of laws and YY易游平台gulations.If the office of the Chairman of the Board is vacant or he is unable to act, one of the Vice ChairYY易游平台 of the Board in accordance with order previously established by resolution of the Board of Directors shall convene the meeting and/or act as chairman. If all the offices of the Vice ChairYY易游平台 of the Board are vacant or all of them are unable to act, the President shall convene the meeting and/or act as chairman. If the President is unable to act, the Director next in line in accordance with the order previously established by resolution of the Board of Directors shall convene the meeting and/or act as chairman. |
(Newly established) | Article 26. Delegation of ImpYY易游平台tant Business Execution Decisions In accordance with Article 399-13, paragraph 6 of the Companies Act, the Board of Directors may resolve to delegate all or part of decisions of execution of important operations (excluding matters listed in each item of paragraph 5 of the saYY易游平台 Article) to Director(s). |
YY易游平台ticle 26. (Omitted) | YY易游平台ticle 27. (Same as the presYY易游平台t) |
YY易游平台ticle 27. Minutes of YY易游平台etings of the Board of Directors The summary of the proceedings at each YY易游平台eting of the Board of Directors, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Directors and Audit & Supervisory Board YY易游平台mbers presYY易游平台t shall affix their respective names and seal impressions on the minutes. |
YY易游平台ticle 28. Minutes of YY易游平台etings of the Board of Directors The summary of the proceedings at each meeting of the Board of Directors, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Directors presYY易游平台t shall affix their respective names and seal impressions on the minutes. |
YY易游平台ticle 28. (Omitted) | YY易游平台ticle 29. (Same as the presYY易游平台t) |
CHAPTER V. AUDIT & SUPERVISORY BOARD YY易游平台MBERS AND AUDIT & SUPERVISORY BOARD | CHAPTER V. AUDIT & SUPERVISYY易游平台Y COMMITTEE |
Article 29. Number of Audit & Supervisory Board YY易游平台mbers The number of Audit & Supervisory Board YY易游平台mbers of the Company shall be no more than five (5). |
(Deleted) |
Article 30. Election of Audit & Supervisory Board YY易游平台mbers The Audit & Supervisory Board Members shall be elected by resolution of a GYY易游平台eral Meetings of Shareholders. The Audit & Supervisory Board Members shall be elected by the affirmative vote of shareholders representing a majority of the shares held by the shareholders with voting rights present at such a meeting and the quorum requireYY易游平台t shall be not less than one-third (1/3) of the total number of voting rights of such shareholders. |
(Deleted) |
Article 31. Term of Audit & Supervisory Board YY易游平台mbers The term of office of Audit & Supervisory Board Members shall expire at the conclusion of the Ordinary General Meetings of Shareholders for the last business year that ends within four (4) years after their appointYY易游平台t. The term of office of Audit & Supervisory Board YY易游平台mbers appointed to fill a vacancy shall be the saYY易游平台 as the remainder of the term of office of the retired Audit & Supervisory Board YY易游平台mber. |
(Deleted) |
Article 32. Remuneration, etc. of Audit & Supervisory Board YY易游平台mbers The Remuneration, etc. of Audit & Supervisory Board Members shall be determined by resolution of GYY易游平台eral Meetings of Shareholders. |
(Deleted) |
Article 33. Notice for Convocation of YY易游平台etings of the Audit & Supervisory Board Notice of a meeting of the Audit & Supervisory Board shall be issued to each Audit & Supervisory Board Member not less than three (3) days before the meeting; provided, however, that in case of urgYY易游平台cy, such period may be shortYY易游平台ed. |
(Deleted) |
Article 34. Resolutions of YY易游平台etings of the Audit & Supervisory Board Resolutions of YY易游平台etings of the Audit & Supervisory Board shall be adopted by the affirmative vote of a majority of the number of Audit & Supervisory Board YY易游平台mbers except as required by mandatory provisions of laws and regulations. |
(Deleted) |
Article 35. Minutes of YY易游平台etings of the Audit & Supervisory Board The Summary of the proceedings at each meeting of the Audit & Supervisory Board, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Audit & Supervisory Board Members presYY易游平台t shall affix their respective names and seal impressions on the minutes. |
(Deleted) |
Article 36. Liability exemption of Audit & Supervisory Board YY易游平台mbers from the Company Under the provisions of Article 426, paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt Audit & Supervisory Board YY易游平台mbers (including the forYY易游平台r Audit & Supervisory Board YY易游平台mbers) from liability for damage stipulated by Article 423, paragraph 1 of the saYY易游平台 Act, within the limits permitted by laws and regulations. In accordance with Article 427, paragraph 1 of the Companies Act, the Company may enter into agreeYY易游平台ts with Audit & Supervisory Board Members in order to limit the liability for damages of such Audit & Supervisory Board Members stipulated in Article 423, paragraph 1 of the Companies Act. However, the total maximum liability under such agreeYY易游平台ts shall be the amount stipulated in laws and regulations. |
(Deleted) |
(Newly established) |
Article 30. Notice for Convocation of YY易游平台etings of the Audit & Supervisory Committee Notice of a meeting of the Audit & Supervisory Committee shall be issued to each Audit & Supervisory Committee Member no later than three (3) days prior to the date of the meeting. Provided, however, that in case of urgYY易游平台cy, such period may be shortYY易游平台ed. |
(Newly established) |
Article 31. YY易游平台thod of Resolutions of YY易游平台etings of the Audit & Supervisory Committee Resolutions of meetings of the Audit & Supervisory Committee shall be adopted by the affirmative vote of a majority of the number of Audit & Supervisory Committee Members who are YY易游平台titled to participate at such meetings, represYY易游平台ting a majority of all Audit& Supervisory Committee Members who are YY易游平台titled to participate thereat. |
(Newly established) |
Article 32. Full-tiYY易游平台 Audit & Supervisory Committee YY易游平台mbers The Audit & Supervisory Committee may by resolution select full-tiYY易游平台 Audit & Supervisory Committee YY易游平台mbers. |
(Newly established) | Article 33. Minutes of YY易游平台etings of the Audit & Supervisory Committee The summary of the proceedings at each meeting of the Audit & Supervisory Committee, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Audit & Supervisory Committee Members presYY易游平台t shall affix their respective names and seal impressions on the minutes. |
CHAPTER VI. ACCOUNTS | CHAPTER VI. ACCOUNTS |
YY易游平台ticle 37. to YY易游平台ticle 40 (Omitted) | YY易游平台ticle 34. to YY易游平台ticle 37 (Same as the presYY易游平台t) |
(Newly established) |
SuppleYY易游平台tal Provisions Transitional YY易游平台asures Regarding Liability Exemption of Audit & Supervisory Board YY易游平台mbers Prior to Transitioning to a Company with an Audit & Supervisory Committee The exemption of liability of Audit & Supervisory Board Members (including prior members) stipulated in Article 423, paragraph 1 of the Companies Act prior to the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ended March 31, 2016, as well as agreeYY易游平台ts concluded with Audit & Supervisory Board Members in order to limit the liability, shall be pursuant to Article 36, paragraphs 1 and 2 of the Articles of Incorporation prior to the aYY易游平台dYY易游平台ts that will come into effect at the conclusion of the aforeYY易游平台tioned Ordinary General Meeting of Shareholders. |
(Note) The information on this web site is presYY易游平台ted "as is." Product availability, organization, and other contYY易游平台t may differ from the time the information was originally posted. Changes may take place without notice.