①If there are sufficient grounds to suspect misconduct or material facts in violation of laws and regulations or the articles of incorporation in connection with the execution of the operations of a stock company, the following shareholders may file a petition for the appointment of an inspector with the court in order to have the inspector investigate the status of the operations and the financial status of relevant stock company:

②If the petition under the preceding paragraph has been filed, the court must appoint the inspector except in case it dismisses the petition as non-conforming.

③If the court has appointed the inspector under the preceding paragraph, it may fix the amount of the remuneration that the stock company pays to relevant inspector.

④The inspector referred to in paragraph (2) may investigate the status of the operations and the financial status of subsidiary companies of the stock company if it is necessary in order to perform the inspector's duties.

⑤The inspector referred to in paragraph (2) must conduct the necessary investigation and submit a report to the court by providing it with a document detailing the results of the investigation or with an electronic or magnetic record (limited to one prescribed by Ministry of Justice Order) in which these have been recorded.

⑥If the court finds it necessary for the purpose of clarification of the contents of the report under the preceding paragraph or of confirmation of the grounds supporting that report, it may request the inspector under paragraph (2) a further report under the preceding paragraph.

⑦When the inspector under paragraph (2) reports pursuant to paragraph (5), the inspector must deliver a copy of the document referred to in that paragraph to the stock company and the shareholders who filed the petition for the appointment of an inspector or use a means prescribed by Ministry of Justice Order to provide them with the information recorded in the electronic or magnetic record referred to in that paragraph.

①If the report under paragraph (5) of the preceding Article is submitted, if the court finds it necessary, it must order the directors to take some or all of the measures set forth below:

②If the court orders the measures set forth in item (i) of the preceding paragraph, the directors must disclose the content of the report under paragraph (5) of the preceding Article at the shareholders meeting under that paragraph.

③In the cases provided for in the preceding paragraph, the directors (or the directors and company auditors for a company with company auditor) must investigate the content of the report under paragraph (5) of the preceding Article and report the result thereof to the shareholders meeting under paragraph (1), item (i).

①If a director engages, or is likely to engage, in an act outside the scope of the purpose of a stock company, or other acts in violation of laws and regulations or the articles of incorporation, if the act is likely to cause substantial detriment to relevant stock company, 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 relevant director cease relevant act.

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

③For the purpose of the application of the provisions of paragraph (1) to a company with company auditor or a company with audit and supervisory committee or a company with nominating committee, etc., the term "substantial detriment" in that paragraph is deemed to be replaced with "irreparable damage".

①The following matters with respect to the financial benefits received from a stock company as a consideration for the execution of the duties, such as remunerations and bonuses, (hereinafter in this Chapter referred to as "remunerations") of directors are fixed by a resolution at a shareholders meeting if those matters are not prescribed in the articles of incorporation:

②In cases of a company with audit and supervisory committee, the matters set forth in the items of the preceding paragraph must be determined by distinguishing directors who are audit and supervisory committee members and other directors.

③If there are no provisions in the articles of incorporation or no resolution at shareholders meeting with regard to remunerations of each director who is an audit and supervisory committee member, the remunerations are determined through discussion among directors who are audit and supervisory committee members within the range of remunerations referred to in paragraph (1).

④Directors who prescribed the matters set forth in each item of paragraph (1) or who submitted a proposal to amend these matters to a shareholders meeting must explain the reasons why relevant matters are reasonable at that shareholders meeting.

⑤Directors who are audit and supervisory committee members may state their opinions on the remunerations of directors who are audit and supervisory committee members in the shareholders meeting.

⑥The audit and supervisory committee member appointed by the audit and supervisory committee may state the opinions of the audit and supervisory committee on the remunerations of directors other than directors who are audit and supervisory committee members.

⑦If the articles of incorporation or a resolution of the shareholders meeting contains provisions on the matters set forth in each item of paragraph (1) as the content of the remunerations of directors (excluding directors who are audit and supervisory committee members; hereinafter the same applies in this paragraph), the stock company boards of directors set forth below will determine the matters specified by Ministry of Justice Order as policies relating to the determination of the content of remunerations of individual directors in accordance with the provisions; provided, however, that this does not apply if the content of remunerations of individual directors is specified in the articles of incorporation or a resolution of the shareholders meeting.