When a stock company makes a decision on the content of an agreement (hereinafter referred to in this Article as an "indemnity agreement") in which the stock company promises to indemnify officers, etc. for all or part of the expenses set forth below, a resolution at the shareholders meeting (or at the board of directors meeting for a company with board of directors) must be adopted.
expenses disbursed by the officers, etc. to address alleged violations of the provisions of laws and regulations concerning the execution of duties or requests received in relation to pursuing liability;
当該役員等が、その職務の執行に関し、法令の規定に違反したことが疑われ、又は責任の追及に係る請求を受けたことに対処するために支出する費用
the losses set forth below when an officers, etc. is liable to pay compensation for damage caused to a third party in relation to the execution of duties:
当該役員等が、その職務の執行に関し、第三者に生じた損害を賠償する責任を負う場合における次に掲げる損失
losses arising as a result of paying compensation for the damage by the relevant officers, etc.; or
当該損害を当該役員等が賠償することにより生ずる損失
if a settlement is reached between the parties in relation to a dispute concerning compensation for damage, losses arising as a result of paying monies pursuant to the settlement by the relevant officers, etc.
当該損害の賠償に関する紛争について当事者間に和解が成立したときは、当該役員等が当該和解に基づく金銭を支払うことにより生ずる損失
Even if a stock company has executed an indemnity agreement, the stock company may not indemnify the expenses, etc. set forth below pursuant to the indemnity agreement:
株式会社は、補償契約を締結している場合であっても、当該補償契約に基づき、次に掲げる費用等を補償することができない。
the portion in excess of the amount of expenses that are ordinarily necessary as the expenses set forth in item (i) of the preceding paragraph;
前項第一号に掲げる費用のうち通常要する費用の額を超える部分
if the officers, etc. for which the stock company seeks to pay indemnification for the damages referred to in item (ii) of the preceding paragraph are liable to the stock company under Article 423, paragraph (1), the portion relating to relevant liability of the expenses set forth in that item; and
当該株式会社が前項第二号の損害を賠償するとすれば当該役員等が当該株式会社に対して第四百二十三条第一項の責任を負う場合には、同号に掲げる損失のうち当該責任に係る部分
if the officers, etc. acted in bad faith or with gross negligence in relation to the performance of their duties and bear liability under item (ii) of the preceding paragraph, all of that the losses set forth in that item.
If a stock company that paid indemnification for the expenses set forth in paragraph (1), item (i) pursuant to an indemnity agreement learns that the relevant officers, etc. sought unlawful gain for the officers or a third party or performed the duties set forth in that item with the intent of causing harm to the stock company, the stock company may make a demand to the relevant officers, etc. for return of monies corresponding to the entire amount of the indemnification.
In a company with board of directors, a director who paid indemnification or received indemnification pursuant to an indemnity agreement will report to the board of directors, without delay, any important facts regarding the indemnification.
The preceding paragraph applies mutatis mutandis to executive officers. In the case, the phrase "in a company with board of directors, a," in that paragraph is deemed to be replaced with "A."
The provisions of Article 356, paragraph (1), Article 365-2, paragraph (2) (including when these provisions are applied mutatis mutandis pursuant to Article 419, paragraph (2)), Article 423, paragraph (3), and Article 428, paragraph (1) do not apply with respect to indemnity agreements between stock companies and directors or executive officers.
第三百五十六条第一項及び第三百六十五条第二項（これらの規定を第四百十九条第二項において準用する場合を含む。）、第四百二十三条第三項並びに第四百二十八条第一項の規定は、株式会社と取締役又は執行役との間の補償契約については、適用しない。
The provisions of Article 108 of the Civil Code do not apply with respect to the execution of indemnity agreements set forth in the preceding paragraph whose content is specified by a resolution set forth in paragraph (1).
company with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
officers, etc.
「役員等」
The directors, accounting advisors, company auditors, executive officers and financial auditor of a stock company, who are liable to it for damages if they neglect their duties.
Short name set inArticle 423, paragraph (1)· applies only in this chapter
indemnity agreement
「補償契約」
An agreement by which a stock company promises to cover all or part of an officer's costs of dealing with suspected breaches of law or claims against them, or losses from compensating third parties, whose terms must be decided by the shareholders meeting or board of directors.
Short name set inArticle 430-2, paragraph (1)· applies only in this article
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 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.