Company auditors audit the execution of duties by directors (or directors and accounting advisors for a company with accounting advisor). In these cases, company auditors must prepare audit reports pursuant to the provisions of Ministry of Justice Order.
監査役は、取締役（会計参与設置会社にあっては、取締役及び会計参与）の職務の執行を監査する。この場合において、監査役は、法務省令で定めるところにより、監査報告を作成しなければならない。
Company auditors may at any time request reports on the business from the directors and accounting advisors and managers and other employees, or investigate the status of the operations and financial status of the company with company auditor.
監査役は、いつでも、取締役及び会計参与並びに支配人その他の使用人に対して事業の報告を求め、又は監査役設置会社の業務及び財産の状況の調査をすることができる。
Company auditors may, if it is necessary for the purpose of performing duties of the company auditors, request reports on the business from a subsidiary company of the company with company auditor, or investigate the status of the operations and financial status of its subsidiary company.
The subsidiary company under the preceding paragraph may refuse the report or investigation under that paragraph if there are justifiable grounds.
subsidiary company
「子会社」
A stock company in which a company holds a majority of the votes, or any other corporation whose management a company controls, as set out by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (iii)· applies throughout the law
company with accounting advisor
「会計参与設置会社」
A stock company that has an accounting advisor, an officer who prepares the financial statements jointly with the directors.
Defined inArticle 2, paragraph (1), item (viii)· applies throughout the law
company with company auditor
「監査役設置会社」
A stock company that has a company auditor whose audit its articles of incorporation do not limit to accounting matters, or that this Act requires to have a company auditor.
Defined inArticle 2, paragraph (1), item (ix)· applies throughout the law
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.