Companies Act

If a company auditor is in office, directors must obtain the consent of the company auditor (or, if there are two or more company auditors, the majority of the company auditors) in order to submit a proposal for the election of a company auditor to the shareholders meeting.

The company auditor may request the directors that they include the election of the company auditor in the purpose of the shareholders meeting, or they submit a proposal regarding the election of company auditor to the shareholders meeting.

For the purpose of the application of the preceding two paragraphs to a company with board of company auditors, the phrase "company auditor (or, if there are two or more company auditors, the majority of the company auditors)" in paragraph (1) is deemed to be replaced with as "board of company auditors", and the term "company auditor may" in the preceding paragraph is deemed to be replaced with as "board of company auditors may".

The provisions of Article 341 do not apply to resolutions for the dismissal of company auditors.

At a company with company auditor, content of proposals on election and dismissal of a financial auditor and the refusal to reelect the financial auditor to be submitted to the shareholders meeting is determined by the company auditor.

With regard to the application of provisions of the preceding paragraph to cases where there are two or more company auditors, the phrase "by the company auditor" in the same paragraph is deemed to be replaced with "by a majority of company auditors".

For the purpose of the application of paragraph (1) to a company with board of company auditors, the term "company auditor" in the same paragraph is deemed to be replaced with as "board of company auditors".

If there is an audit and supervisory committee, directors must obtain the consent of the audit and supervisory committee in order to submit proposals to the shareholders meeting on the election of directors who are audit and supervisory committee members.

The Audit and supervisory committee may request directors to set the election of directors who are audit and supervisory committee members as the purpose of the shareholders meeting or to submit proposals to the shareholders meeting on the election of directors who are audit and supervisory committee members.

The provisions of Article 341 do not apply to the resolution of dismissal of directors who are audit and supervisory committee members.

Accounting advisors may state their opinions on the election or dismissal, or resignation of accounting advisors at the shareholders meeting.

A person who has resigned as an accounting advisor may attend the first shareholders meeting called after the resignation and state the effect of the resignation and the reason thereof.

Directors must notify the person under the preceding paragraph of the fact that the shareholders meeting under that paragraph is to be called, and of the matters set forth in Article 298, paragraph (1), item (i).

The provisions of paragraph (1) apply mutatis mutandis to a company auditor, and the provisions of the preceding two paragraphs apply mutatis mutandis to a person who resigned as the company auditor, respectively. In these cases, the term "accounting advisors" in paragraph (1) is deemed to be replaced with as "company auditors".

The provisions of paragraph (1) apply mutatis mutandis to a financial auditor, and the provisions of paragraph (2) and paragraph (3) apply mutatis mutandis to a person who resigned as the financial auditor and a person dismissed as the financial auditor pursuant to the provisions of Article 340, paragraph (1), respectively. In these cases, the phrase "on the election or dismissal, or resignation of accounting advisors at the shareholders meeting" in paragraph (1) is deemed to be replaced with "on the election, dismissal or refusal of reelection, or resignation of accounting financial auditors, by attending the shareholders meeting", in paragraph (2), the phrase "after the resignation" is deemed to be replaced with "after the dismissal or resignation", and the phrase "the fact of the resignation and the reason thereof" is deemed to be replaced with "the fact of the resignation and the reason thereof, or opinions on the dismissal".

Where there are no officers (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors, or accounting advisors; hereinafter the same applies in this Article) in office, or where there is a vacancy which results in a shortfall in the number of officers prescribed in this Act or articles of incorporation, an officer who retired from office due to expiration of the officer's term of office or resignation continues to have the rights and obligations of an officer until a newly elected officer (including a person who is to temporarily perform the duties of an officer 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 a petition by interested persons, appoint a person who is to temporarily perform the duties of an officer.

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

Where there are no financial auditors in office, or where there is a vacancy which results in a shortfall in the number of financial auditors prescribed in the articles of incorporation, if a financial auditor is not elected without delay, the company auditor must appoint a person who is to temporarily perform the duties of a financial auditor.

The provisions of Article 337 and Article 340 apply mutatis mutandis the person who is to temporarily perform the duties of a financial auditor under the preceding paragraph.

For the purpose of the application of the provisions of paragraph (4) to a company with board of company auditors, the term "company auditor" in that paragraph is deemed to be replaced with "board of company auditors".

With regard to application of the provisions of paragraph (4) to a company with audit and supervisory committee, the term "company auditors" in the same paragraph is deemed to be replaced with audit and supervisory committee".

For the purpose of the application of the provisions of paragraph (4) to a company with nominating committee, etc., the term "company auditor" in that paragraph is deemed to be replaced with "audit committee".

For the purpose of the application of the provisions of Article 329, paragraph (1), Article 332, paragraph (1), Article 339, paragraph (1), Article 341, and Article 344-2, paragraphs (1) and (2) to the cases where it issues shares of a class for which there is the provisions with respect to the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors)),the term "shareholders meeting" in Article 329, paragraph (1) is deemed to be replaced with "shareholders meeting (or, for directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors; hereinafter the same applies in this paragraph), general meeting of class shareholders constituted by the class shareholders of each class of shares in accordance with the applicable provisions of the articles of incorporation on the matters prescribed in Article 108, paragraph (2), item (ix))";the phrase "by a resolution at a shareholders meeting" in Article 332, paragraph (1) and Article 339, paragraph (1) is deemed to be replaced with "by a resolution at a shareholders meeting (or, for directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors) elected pursuant to the provisions of Article 41, paragraph (1), or at an organizational meeting of class shareholders under Article 90, paragraph (1) or a general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1), general meeting of class shareholders constituted by the class shareholders of shares of the class relating to the election of relevant director (or shareholders meeting if it is otherwise provided in the articles of incorporation, or if, before the expiration of the term of office of relevant director, there are no longer any shareholders entitled to exercise votes at relevant general meeting of class shareholders))"; the phrase "Article 309, paragraph (1)" in Article 341 is deemed to be replaced with "Article 309, paragraph (1) and Article 324"; and the term "shareholders meeting" in Article 341 is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders under Article 329, paragraph (1) and Article 339, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1))"; and the term "shareholders meeting" in Article 344-2, paragraphs (1) and (2) is deemed to be replaced with "general meeting of class shareholders set forth in Article 329, paragraph (1) as applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1)".

For the purpose of the application of the provisions of Article 329, paragraph (1), Article 339, paragraph (1), Article 341 and Article 343, paragraph (1) and (2) to the cases where it issues shares of a class for which there is the provisions with respect to the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to company auditors), the term "shareholders meeting" in Article 329, paragraph (1) is deemed to be replaced with "shareholders meeting (or, for company auditors, general meeting of class shareholders constituted by the class shareholders of each class of shares in accordance with the applicable provisions of the articles of incorporation on the matters prescribed in Article 108, paragraph (2), item (ix))"; the term "the shareholders meeting" in Article 339, paragraph (1) is deemed to be replaced with "shareholders meeting (or, for company auditors elected pursuant to the provisions of Article 41, paragraph (1) applied mutatis mutandis under paragraph (3) of that Article, or at an organizational meeting of class shareholders under Article 90, paragraph (1) applied mutatis mutandis under paragraph (2) of that Article or at a general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2), general meeting of class shareholders constituted by the class shareholders of shares of the class relating to the election of relevant company auditor (or shareholders meeting if it is otherwise provided in the articles of incorporation, or if, before the expiration of the term of office of relevant company auditor, there are no longer any shareholders entitled to exercise votes at relevant general meeting of class shareholders))"; the phrase "Article 309, paragraph (1)" in Article 341 is deemed to be replaced with "Article 309, paragraph (1) and Article 324"; the term "shareholders meeting" in Article 341 is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2))" ; and the term "shareholders meeting" in Article 343, paragraphs (1) and (2) is deemed to be replaced with "general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2)".