Accounting advisors may state their opinions on the election or dismissal, or resignation of accounting advisors at the shareholders meeting.
会計参与は、株主総会において、会計参与の選任若しくは解任又は辞任について意見を述べることができる。
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.
会計参与を辞任した者は、辞任後最初に招集される株主総会に出席して、辞任した旨及びその理由を述べることができる。
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).
取締役は、前項の者に対し、同項の株主総会を招集する旨及び第二百九十八条第一項第一号に掲げる事項を通知しなければならない。
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".
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company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.