Companies Act

The directors execute the operations of the stock company (excluding a company with board of directors; hereinafter the same applies in this Article), unless otherwise provided in the articles of incorporation.

If there are two or more directors, the operations of the stock company are decided by a majority of the directors, unless otherwise provided in the articles of incorporation.

In the case provided for in the preceding paragraph, the directors may not delegate the decisions on the following matters to individual directors:

the appointment or dismissal of managers;

the establishment, relocation and abolition of branch offices;

the matters set forth in each item of Article 298, paragraph (1) (including the cases where those items are applied mutatis mutandis under Article 325);

the development of systems necessary to ensure that the execution of the duties by the directors complies with the laws and regulations and the articles of incorporation, and other systems prescribed by Ministry of Justice Order as systems necessary to ensure the properness of operations of a stock company and operations of group of enterprises consisting of the stock company and its subsidiary companies; or

exemption from the liability under Article 423, paragraph (1) pursuant to the provisions of the articles of incorporation under the provisions of Article 426, paragraph (1).

At a large company, the directors must decide the matters set forth in item (iv) of the preceding paragraph.

If a stock company (excluding a company with nominating committee, etc.) has outside directors, if there is a conflict of interests between the stock company and its directors or there is otherwise a likelihood that the interests of shareholders will be prejudiced by the execution of the operations of the stock company by the directors, the stock company may whenever necessary, by a decision of the directors (or a resolution at a board of directors meeting for a company with board of directors) delegate the execution of operations of the stock company to the outside directors.

If there is a conflict of interests between a company with nominating committee, etc. and its executive officers or there is otherwise a likelihood that the interests of shareholders will be prejudiced by the execution of the operations of the company with nominating committee, etc. by the executive officers, the company with nominating committee, etc. may whenever necessary, by a resolution at the board of directors meeting delegate the execution of operations of the company with nominating committee, etc. to the outside directors.

The execution of operations delegated pursuant to the provisions of the preceding two paragraphs does not be deemed the execution of operations of a stock company provided in Article 2, item (xv), (a); provided, however, that this does not apply if an outside director executes relevant delegated operations pursuant to the direction and orders of an executive directors (or, for a company with nominating committee, etc., executive officer).

The directors represent the stock company; provided, however, that this does not apply if representative directors or other persons who represent the company are otherwise designated.

If there are two or more directors referred to in the main clause of the preceding paragraph, each director represents the stock company individually.

A stock company (excluding a company with board of directors) may appoint representative directors from among the directors pursuant to the articles of incorporation, or through the appointment by the directors from among themselves pursuant to the provisions of the articles of incorporation, or by a resolution at a shareholders meeting.

Representative directors have authority to do any and all judicial and non-judicial acts in connection with the operations of the stock company.

No limitation on the authority under the preceding paragraph may be asserted against a third party in good faith.

A stock company is liable for damage caused to third parties by its representative directors or other representatives during the course of the performance of their duties.

Where there are no representative directors in office, or where there is a vacancy which results in a shortfall in the number of representative directors prescribed in the articles of incorporation, a representative director who retired from office due to expiration of the representative director's term of office or resignation continues to have the rights and obligations of a representative director until a newly appointed representative director (including the person who is to temporarily perform the duties of a representative director under the following paragraph) assumes office.

In the case provided for in the preceding paragraph, if the court finds it necessary, it may, in response to the petition by the interested persons, appoint a person who is to temporarily perform the duties of a representative director.

If the court has appointed the person who is to temporarily perform the duties of a representative director under the preceding paragraph, the court may prescribe the amount of the remuneration that the stock company pays to that person.

A person who is appointed by a provisional disposition order provided for in Article 56 of the Civil Provisional Remedies Act (Act No. 91 of 1989) to perform the duties of directors or representative directors on behalf of them must obtain the permission of the court in order to engage in acts that do not belong to the ordinary operations of the stock company, unless otherwise provided for in the provisional disposition order.

Any act of the person who performs the duties of directors or representative directors on behalf of them that is performed in violation of the provisions of the preceding paragraph is void; provided, however, that the stock company may not assert this against a third party in good faith.

Notwithstanding the provisions of Article 349, paragraph (4), if a stock company files an action against its directors (including persons who were directors; hereinafter the same applies in this Article), or the directors of a stock company files an action against that stock company, a person to represent the stock company in relevant action may be designated at a shareholders meeting.

If a stock company gives the title of president, vice president or other title regarded as having authority to represent the stock company to a director who is not a representative director, the stock company is liable to third parties in good faith for the acts of relevant director.

Directors must perform their duties for the stock company in a loyal manner in compliance with laws and regulations, the articles of incorporation, and resolutions at shareholders meetings.

In the following cases, a director must disclose the material facts on the relevant transactions at a shareholders meeting and obtain approval of the shareholders meeting:

if the director intends to carry out, for themselves or for a third party, any transactions in the line of business of the stock company;

if the director intends to carry out any transactions with the stock company for themselves or for a third party; or

if a stock company intends to guarantee debts of a director or otherwise to carry out any transactions with a person other than the director that results in a conflict of interests between the stock company and relevant director.

The provisions of Article 108 of the Civil Code do not apply to the transactions under item (ii) or item (iii) of the preceding paragraph that are approved under that paragraph.

If directors detect any fact likely to cause substantial detriment to the stock company, they must immediately report the fact to the shareholders (or, for a company with company auditor, the company auditors).

For the purpose of the application of the provisions of the preceding paragraph to a company with board of company auditors, the phrase "shareholders (or, for a company with company auditor, the company auditors)" in that paragraph is deemed to be replaced with "board of company auditors".

For the purpose of the application of the provisions of paragraph (1) to a company with audit and supervisory committee, the phrase "shareholders (or, for a company with company auditor, the company auditors)" is deemed to be replaced with "audit and supervisory committee".