If the executive officers, directors, accounting advisors or financial auditors have notified all committee members of matters that are to be reported to a nominating committee, etc. meeting, it is unnecessary to report relevant matters to a nominating committee, etc. meeting.

Directors of a company with nominating committee, etc. may not execute the operations of the company with nominating committee, etc. unless otherwise provided in this Act or any order under this Act.

①The board of directors of a company with nominating committee, etc. performs the following duties notwithstanding the provisions of Article 362:

②The board of directors of a company with nominating committee, etc. must decide the matters set forth in item (i), (a) through item (i), (e) of the preceding paragraph.

③The board of directors of a company with nominating committee, etc. may not delegate the execution of the duties set forth in each item of paragraph (1) to directors.

④The board of directors of a company with nominating committee, etc. may delegate decisions on the execution of the operations of the company with nominating committee, etc. to executive officers by its resolution; provided, however, that this does not apply to the following matters:

①At a company with nominating committee, etc., even if there are provisions for a convenor, persons appointed by the nominating committee, etc. from among their committee members may call the board of directors meeting.

②Executive officers may demand that the directors under paragraph (1), item (i), (d) of the preceding Article call the board of directors meeting by indicating to those directors the matters that are the purpose of the board of directors meeting. In these cases, if a notice of calling of the board of directors meeting which designates as the day of the board of directors meeting a day falling within two weeks from the day of the demand is not dispatched within five days from the day of relevant demand, relevant executive officers may call the board of directors meeting.

③The persons appointed by the nominating committee, etc. from among the committee members must report the status of the execution of the duties of relevant nominating committee, etc. to the board of directors meeting without delay.

④The executive officers must report the status of the execution of their duties to the board of directors meeting at least once every three months. In these cases, executive officers may submit relevant reports through their agents (limited to other executive officers).

⑤If requested by the board of directors, executive officers must attend the board of directors meeting and provide explanations on the matters requested by the board of directors.

Executive officers perform the following duties:

①If executive officers detect any fact likely to cause substantial detriment to the company with nominating committee, etc., they must immediately report that fact to the audit committee members.

②The provisions of Article 355, Article 356 and Article 365, paragraph (2) apply mutatis mutandis to executive officers. In these cases, the term "shareholders meeting" in Article 356, paragraph (1) is deemed to be replaced with "board of directors meeting" and the phrase "At a company with board of directors, a director who has engaged in transactions under each item of Article 356, paragraph (1)" in Article 365, paragraph (2) is deemed to be replaced with "An executive officer who has engaged in transactions under each item of Article 356, paragraph (1)".

③The provisions of Article 357 do not apply to companies with nominating committee, etc.

①Board of directors must appoint representative executive officers from among the executive officers. In these cases, if there is only one executive officer, that person is to be regarded as having been appointed as the representative executive officer.

②A representative executive officer may be removed at any time by a resolution at the board of directors meeting.

③The provisions of Article 349, paragraphs (4) and (5) apply mutatis mutandis to representative executive officers, the provisions of Article 352 apply mutatis mutandis to a person appointed by a provisional disposition order provided for in Article 56 of the Civil Provisional Remedies Act to perform the duties of executive officers or representative executive officers on behalf of the same, and the provisions of Article 401, paragraphs (2) through (4) apply mutatis mutandis to the cases where there are no representative executive officers in office, or where there is a vacancy which results in a shortfall in the number of executive officers prescribed in the articles of incorporation, respectively.

If a company with nominating committee, etc. gives the title of president, vice president or other title regarded as having authority to represent the company with nominating committee, etc. to an executive officer who is not a representative executive officer, the company with committees is liable to third parties in good faith for the acts of the executive officer.

①If an executive officer engages, or is likely to engage, in an act outside the scope of the purpose of a company with nominating committee, etc., or other acts in violation of laws and regulations or the articles of incorporation, if that act is likely to cause irreparable damage to the company with nominating committee, etc., shareholders having the shares consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period or more) may demand that the executive officer cease that act.

②For the purpose of the application of the provisions of the preceding paragraph to a company with nominating committee, etc. which is not a public company, the phrase "shareholders having the shares consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period or more)" in that paragraph is deemed to be replaced with "shareholders".