①Officers (meaning directors, accounting advisors and company auditors; hereinafter the same applies in this Section, Article 371, paragraph (4) and Article 394, paragraph (3)) and financial auditors are elected by a resolution at a shareholders meeting.

②In cases of a company with audit and supervisory committee, the election of directors pursuant to the provisions of the preceding paragraph must be implemented by distinguishing directors who are audit and supervisory committee members and other directors.

③In case of the resolution under paragraph (1), substitute officers may be elected as prescribed by Ministry of Justice Order by way of precaution against the cases where there are no officers (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors, or accounting advisors; hereinafter the same applies in this paragraph) in office or the cases where there is a vacancy which results in a shortfall in the number of officers prescribed in this Act or articles of incorporation.

The relationship between a stock company and its officers or financial auditors is governed by the provisions on mandate.

①The following persons may not act as directors:

②A stock company may not provide in the articles of incorporation that directors must be shareholders; provided, however, that this does not apply to a stock company that is not a public company.

③A director who is an audit and supervisory committee member may not concurrently act as an executive director, manager, or other employees of a company with audit and supervisory committee or its subsidiary company, or accounting advisor (if the accounting advisor is a corporation, the member who is in charge of its affairs) or an executive officer of the subsidiary company.

④A director of a company with nominating committee, etc. may not concurrently act as a manager or other employee of the company with nominating committee, etc.

⑤A company with board of directors must have three or more directors.

⑥A company with audit and supervisory committee must have three or more of directors who are audit and supervisory committee members and the majority of them must be outside directors.

①For an adult ward to assume the role of a director, the guardian of the adult ward must obtain the consent of the adult ward (if there is a supervisor of guardian, the consent of the adult ward and the supervisor of guardian), and the guardian must approve the assumption on behalf of the adult ward.

②For a person under curatorship to assume the role of a director, the content of the curator must be obtained.

③The provisions of paragraph (1) apply mutatis mutandis if a curator approves assumption on behalf of a person under curatorship pursuant to an order to the effect that the power of representation are granted under Article 876-4, paragraph (1) of the Civil Code. In this case, the term "consent of the adult ward (if there is a supervisor of guardian, the consent of the adult ward and the supervisor of guardian)" in paragraph (1) is to be replaced with "consent of the person under curatorship."

④Acts performed by an adult ward or person under curatorship pursuant to their capacity as a director may not be revoked on the grounds of limited capacity.

①Directors' terms of office continue until the conclusion of the annual shareholders meeting for the last business year which ends within two years from the time of their election; provided, however, that this does not preclude the shortening the term of the directors by the articles of incorporation or by the resolution of the shareholders meeting.

②The provisions of the preceding paragraph do not preclude a stock company which is not a public company (excluding a company with audit and supervisory committee and company with nominating committee, etc.) from extending, by the articles of incorporation, the term of office under that paragraph until the conclusion of the annual shareholders meeting for the last business year which ends within ten years from the time of the election.

③With regard to application of the provisions of paragraph (1) to directors (excluding those who are the audit and supervisory committee members) of a company with audit and supervisory committee, the term "two years" in the same paragraph is deemed to be replaced with "one year".

④The provisions of the proviso to paragraph (1) do not apply to the terms of office of directors who are the audit and supervisory committee members.

⑤The provisions of the main clause of paragraph (1) do not preclude to stipulate by articles of incorporation that the term of office of the director who is an audit and supervisory committee member and elected as substitute for a director who is an audit and supervisory committee and retired before expiry of its term of office is to be by the time when the term of office of the retired director who was an audit and supervisory committee member expires.

⑥For the purpose of the application of the provisions under paragraph (1) to the directors of a company with nominating committee, etc., the term "two years" in that paragraph is deemed to be replaced with as "one year".

⑦Notwithstanding the provisions of the preceding paragraphs, if any of the following amendments in the articles of incorporation is made, the directors' term of office expires when relevant amendment in the articles of incorporation takes effect:

①An accounting advisor must be a certified public accountant or audit corporation, or a certified public tax accountant or tax accountancy corporation.

②An audit corporation or tax accountancy corporation which has been elected as the accounting advisor must appoint, from among its members, a person who is in charge of the affairs of an accounting advisor, and notify the stock company to that effect. In these cases, the persons set forth in each item of following paragraph may not be appointed.

③The following persons may not act as accounting advisors:

①The provisions of Article 332 (excluding paragraphs (4) and (5); the same applies in the following paragraph) apply mutatis mutandis to the accounting advisors' terms of office.

②Notwithstanding the provisions of Article 332 applied mutatis mutandis under the preceding paragraph, if a company with accounting advisor effects an amendment in the articles of incorporation to repeal the provisions of the articles of incorporation to the effect that it has an accounting advisor, the accounting advisor's term of office expires when relevant amendment in the articles of incorporation takes effect.

①The provisions of Article 331, paragraph (1) and paragraph (2) and Article 331-2 apply mutatis mutandis to company auditors.

②A company auditor of a stock company may not concurrently act as a director, employee, including manager, of that stock company or its subsidiary company, and may not act as an accounting advisor (if the accounting advisor is a corporation, the member who is in charge of its affairs) or an executive officer of relevant subsidiary company.

③A company with board of company auditors must have three or more company auditors, and the half or more of them must be outside company auditors.