一deciding the following matters and execution of the operations of the company with audit and supervisory committee:

イbasic management policy;

ロthe matters prescribed by Ministry of Justice Order as those necessary for the execution of the duties of the audit and supervisory committee;

ハ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 of operations of a group of enterprises consisting of the stock company and its subsidiary companies;

二supervising the execution of duties by directors; and

三appointing and removing representative directors.

一the disposal of and acceptance of transfer of important assets;

二borrowing in a significant amount;

三the appointment and dismissal of an important employee including managers;

四the establishment, changes or abolition of important structures including branch offices;

五matters set forth in Article 676, item (i) and other matters prescribed by Ministry of Justice Order as important matters regarding the solicitation of persons who subscribe bonds; and

六exemption from liability under Article 423, paragraph (1) pursuant to provisions of the articles of incorporation under the provisions of Article 426, paragraph (1).

一decisions under Article 136 or Article 137, paragraph (1), and the designation under the provisions of Article 140, paragraph (4);

二decisions on the matters set forth in each item of Article 156, paragraph (1) applied pursuant to Article 165, paragraph (3) following the deemed replacement of terms;

三decisions under Article 262 or Article 263, paragraph (1);

四decisions on the matters set forth in each item of Article 298, paragraph (1);

五decisions on the content of proposals to be submitted to a shareholders meeting (excluding those regarding the election and dismissal of financial auditors and the refusal to reelect financial auditors);

六delegation pursuant to the provisions of Article 348-2, paragraph (1);

七determination of matters specified in Article 361, paragraph (7) pursuant to that paragraph;

八approval under Article 356, paragraph (1) applied pursuant to Article 365, paragraph (1) following the deemed replacement of terms;

九designation of the directors to call the board of directors meeting pursuant to the provisions of the proviso to Article 366, paragraph (1);

十designation of a person to represent the company with audit and supervisory committee pursuant to the provisions of Article 399-7, paragraph (1), item (i);

十一matters set forth in item (vi) of the preceding paragraph;

十二decisions on the contents of indemnity agreements (meaning indemnity agreements provided in Article 430-2, paragraph (1); the same applies in Article 416, paragraph 4, item (xiv));

十三decisions on the contents of officer indemnification insurance policies (meaning officer indemnification insurance policies provided in Article 430-3, paragraph (1); the same applies in Article 416, paragraph (4), item (xv));

十四approvals under Article 436, paragraph (3), Article 441, paragraph (3) and Article 444, paragraph (5);

十五decisions on the matters to be decided pursuant to the provisions of Article 454, paragraph (1) applied pursuant to paragraph (5) of the same Article following the deemed replacement of terms;

十六decisions on the contents of contracts relating to the acts set forth in each item of Article 467, paragraph (1) (excluding those which do not require approval by a resolution at a shareholders meeting of the company with audit and supervisory committee);

十七decisions on the content of merger agreements (excluding those which do not require approval by a resolution at a shareholders meeting of the company with audit and supervisory committee);

十八decisions on the content of absorption-type company split agreements (excluding those which do not require approval by a resolution at a shareholders meeting of the company with audit and supervisory committee);

十九decisions on the content of incorporation-type company split plans (excluding those which do not require approval by a resolution at a shareholders meeting of the company with audit and supervisory committee);

二十decisions on the content of share exchange agreements (excluding those which do not require approval by a resolution at a shareholders meeting of the company with audit and supervisory committee);

二十一decisions on the contents of share transfer plans; and

二十二decisions on the content of partial share exchange plans (excluding those which do not require approval by a resolution at a shareholders meeting of the company with audit and supervisory committee).