Companies Act

A company with board of directors may provide in the articles of incorporation to the effect that, if directors submit a proposal with respect to a matter which is the purpose of the resolution at a board of directors meeting, if all directors (limited to those who are entitled to participate in votes with respect to these matter) manifest their intention to agree to the proposal in writing or in an electronic or magnetic record (except for the case, at a company with company auditor, where a company auditor states objections to that proposal), it is deemed that the resolution to approve that proposal has been passed at the board of directors meeting.

A company with board of directors must keep the minutes referred to in Article 369, paragraph (3) or the document or electronic or magnetic record in which the manifestation of intention under the preceding Article (hereinafter in this Article referred to as "minutes") has been detailed or recorded at its head office for the period of ten years from the day of the board of directors meeting (including the day when a resolution at a board of directors meeting is deemed to have been passed pursuant to the provisions of the preceding Article).

If it is necessary for the purpose of exercising the rights of a shareholder, the relevant shareholder may make the following requests at any time during the business hours of a stock company:

if the minutes under the preceding paragraph are prepared in writing, requests for inspection or copying of relevant documents; and

if the minutes under the preceding paragraph have been prepared as an electronic or magnetic record, a request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record.

For the purpose of the application of the provisions of the preceding paragraph to a company with company auditor, company with audit and supervisory committee, and company with nominating committee, etc., the phrase "at any time during the business hours of a stock company" in that paragraph is deemed to be replaced with "with the permission of the court".

If it is necessary for the purpose of enforcing the liability of officers or executive officers by a creditor of a company with board of directors, the creditor may, with the permission of the court, make the request set forth in each item of paragraph (2) with respect to the minutes of relevant company with board of directors.

The provisions of the preceding paragraph apply mutatis mutandis to the cases where it is necessary for the purpose of exercising the rights of a member of the parent company of a company with board of directors.

If the court finds that the inspection or copying relating to the requests set forth in each item of paragraph (2) applied pursuant to paragraph (3) following the deemed replacement of terms, or a request under paragraph (4) (including the case of the mutatis mutandis application under the preceding paragraph; hereinafter the same applies in this paragraph) is likely to cause substantial detriment to relevant company with board of directors or its parent company or subsidiary company, the court may not grant the permission under paragraph (2) applied pursuant to paragraph (3) following the deemed replacement of terms or the permission under paragraph (4).

If the directors, accounting advisors, company auditors or financial auditors have notified all directors (or, for a company with company auditor, directors and company auditors) of matters that are to be reported to a board of directors meeting, it is unnecessary to report relevant matters to a board of directors meeting.

The provisions of the preceding paragraph do not apply to reports under the provisions of Article 363, paragraph (2).

For the purpose of the application of the provisions of the preceding two paragraphs to a company with nominating committee, etc., the phrase "company auditors or financial auditors" in paragraph (1) is deemed to be replaced with "financial auditors or executive officers"; the phrase "directors (or, for a company with company auditor, directors and company auditors)" in paragraph (1) is deemed to be replaced with "directors"; and the phrase "Article 363, paragraph (2)" in the preceding paragraph is deemed to be replaced with "Article 417, paragraph (4)".

Notwithstanding the provisions of Article 369, paragraph (1), if a company with board of directors (excluding a company with nominating committee, etc.) falls under all of the following requirements (in cases of a company with audit and supervisory committee, excluding the cases prescribed in Article 399-13, paragraph (5) or cases where there are provisions of articles of incorporation pursuant to the provisions of paragraph (6) of that Article), the board of directors may provide to the effect that the resolution of the board of directors meeting on the matters set forth in Article 362, paragraph (4), items (i) and (ii) or Article 399-13, paragraph (4), items (i) and (ii) may be passed, where the majority (if a higher proportion is determined by the board of directors, that proportion or more) of three or more directors appointed in advance (hereinafter in this Chapter referred to as "special directors") who are entitled to participate in the vote are present, by the majority (if a higher proportion is determined by the board of directors, that proportion or more) of relevant directors who are present:

that there are six or more directors; and

that one or more of the directors are outside directors.

If there are provisions on the vote by special directors pursuant to the provisions of the preceding paragraph, directors other than the special directors are not required to attend the board of directors meeting that decides the matters set forth in Article 362, paragraph (4), items (i) and (ii) or Article 399-13, paragraph (4), items (i) and (ii). For the purpose of the application of the provisions of the main clause of Article 366, paragraph (1) and Article 368 to those cases, the term "any director" in the main clause of Article 366, paragraph (1) is deemed to be replaced with "any special director (meaning the special director provided for in Article 373, paragraph (1); the same applies in Article 368)", the phrase "in the articles of incorporation" in Article 368, paragraph (1) is deemed to be replaced with "by the board of directors", the term "each director" in the same paragraph is deemed to be replaced with "each special director", the term "directors (" in paragraph (2) of that Article is deemed to be replaced with "special directors (", and the phrase "directors and" in the same paragraph is deemed to be replaced with "special directors and".

The person who is appointed by special directors from among themselves must report without delay after the resolution of the board of directors meeting under the preceding paragraph the content of relevant resolution to the directors other than the special directors.

The provisions of Article 366 (excluding the main clause of paragraph (1)), Article 367, Article 369, paragraph (1), Article 370, and Article 399-14 do not apply to the board of directors meeting under paragraph (2).