①Board of directors is composed of all directors.

②Board of directors performs the following duties:

③Board of directors must appoint representative directors from among the directors.

④Board of directors may not delegate the decision on the execution of important operations such as the following matters to directors:

⑤In cases of a company with board of directors that is a large company, the board of directors must decide the matters set forth in item (vi) of the preceding paragraph.

①The following directors execute the operations of a company with board of directors:

②The directors set forth in each item of the preceding paragraph must report the status of the execution of the director's duties to the board of directors at least once every three months.

In the case provided for in Article 353, except when there is designation by a shareholders meeting pursuant to the provisions of that Article, the board of directors may designate a person to represent the company with board of directors with respect to the actions under that Article.

①For the purpose of the application of the provisions of Article 356 to a company with board of directors, the term "shareholders meeting" in paragraph (1) of that Article is deemed to be replaced with "board of directors".

②At a company with board of directors, a director who has engaged in transactions under each item of Article 356, paragraph (1) must report the material facts with respect to relevant transaction to the board of directors without delay after that transaction.

①A board of directors meetings is called by any director;provided, however, that, if the director to call the board of directors meetings is designated by the articles of incorporation or the board of directors, the director calls the meetings.

②In the case provided for in the proviso to the preceding paragraph, directors other than the director designated pursuant to the provisions of the proviso to that paragraph (referred to as "convenor" the same applies hereinafter in this Chapter.) may demand that the convenor call the board of directors meeting by indicating to the convenor the matters that are the purpose of the board of directors meeting.

③Within five days from the day of the demand made pursuant to the provisions of preceding paragraph, 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, the directors who made the demand may call the board of directors meeting.

①If shareholders of a company with board of directors (excluding a company with company auditor, company with audit and supervisory committee, and company with nominating committee, etc.) recognize that a director engages, or is likely to engage, in an act outside the scope of the purpose of the company with board of directors, or other acts in violation of laws and regulations or the articles of incorporation, they may demand the calling of a board of directors meeting.

②The demand pursuant to the provisions of the preceding paragraph must be made to the directors (or to the convenor in the case provided for in the proviso to paragraph (1) of the preceding Article) by indicating the matters that are the purpose of the board of directors meeting.

③The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the cases where a demand is made pursuant to the provisions of paragraph (1).

④Shareholders who made the demand pursuant to the provisions of paragraph (1) may attend the board of directors meeting which is called pursuant to relevant demand or which they call pursuant to the provisions of paragraph (3) of the preceding Article applied mutatis mutandis under the preceding paragraph and state their opinions.

①A person who calls a board of directors meeting must dispatch the notice thereof to each director (or, for a company with company auditor, to each director and each company auditor) no later than one week (or if a shorter period of time is prescribed in the articles of incorporation, that period of time) prior to the day of the board of directors meeting.

②Notwithstanding the provisions of the preceding paragraph, the board of directors meeting may be held without the procedures of calling if the consent of all directors (or, for a company with company auditor, directors and company auditors) is obtained.

①The resolution at a board of directors meeting is passed by a majority (if a higher proportion is provided for in the articles of incorporation, that proportion or more) of the directors present at the meeting where the majority (if a higher proportion is provided for in the articles of incorporation, that proportion or more) of the directors entitled to participate in the vote are present.

②Directors with a special interest in the resolution under the preceding paragraph may not participate in the vote.

③With respect to the business of the board of directors meeting, minutes must be prepared pursuant to the provisions of Ministry of Justice Order, and if the minutes are prepared in writing, the directors and company auditors present at the meeting must sign or affix the names and seals to it.

④With respect to information recorded in an electronic or magnetic record if the minutes under the preceding paragraph have been prepared as an electronic or magnetic record, an action in lieu of the signing or the affixing of names and seals prescribed by Ministry of Justice Order must be taken.

⑤Directors who participate in resolutions at the board of directors meeting and do not have their objections recorded in the minutes under paragraph (3) are presumed to have agreed to relevant resolutions.

A company with board of directors may provide in the articles of incorporation to the effect that, if directors submit a proposal with respect to a matter which is the purpose of the resolution at a board of directors meeting, if all directors (limited to those who are entitled to participate in votes with respect to these matter) manifest their intention to agree to the proposal in writing or in an electronic or magnetic record (except for the case, at a company with company auditor, where a company auditor states objections to that proposal), it is deemed that the resolution to approve that proposal has been passed at the board of directors meeting.

①A company with board of directors must keep the minutes referred to in Article 369, paragraph (3) or the document or electronic or magnetic record in which the manifestation of intention under the preceding Article (hereinafter in this Article referred to as "minutes") has been detailed or recorded at its head office for the period of ten years from the day of the board of directors meeting (including the day when a resolution at a board of directors meeting is deemed to have been passed pursuant to the provisions of the preceding Article).

②If it is necessary for the purpose of exercising the rights of a shareholder, the relevant shareholder may make the following requests at any time during the business hours of a stock company:

③For the purpose of the application of the provisions of the preceding paragraph to a company with company auditor, company with audit and supervisory committee, and company with nominating committee, etc., the phrase "at any time during the business hours of a stock company" in that paragraph is deemed to be replaced with "with the permission of the court".

④If it is necessary for the purpose of enforcing the liability of officers or executive officers by a creditor of a company with board of directors, the creditor may, with the permission of the court, make the request set forth in each item of paragraph (2) with respect to the minutes of relevant company with board of directors.

⑤The provisions of the preceding paragraph apply mutatis mutandis to the cases where it is necessary for the purpose of exercising the rights of a member of the parent company of a company with board of directors.

⑥If the court finds that the inspection or copying relating to the requests set forth in each item of paragraph (2) applied pursuant to paragraph (3) following the deemed replacement of terms, or a request under paragraph (4) (including the case of the mutatis mutandis application under the preceding paragraph; hereinafter the same applies in this paragraph) is likely to cause substantial detriment to relevant company with board of directors or its parent company or subsidiary company, the court may not grant the permission under paragraph (2) applied pursuant to paragraph (3) following the deemed replacement of terms or the permission under paragraph (4).

①If the directors, accounting advisors, company auditors or financial auditors have notified all directors (or, for a company with company auditor, directors and company auditors) of matters that are to be reported to a board of directors meeting, it is unnecessary to report relevant matters to a board of directors meeting.

②The provisions of the preceding paragraph do not apply to reports under the provisions of Article 363, paragraph (2).

③For the purpose of the application of the provisions of the preceding two paragraphs to a company with nominating committee, etc., the phrase "company auditors or financial auditors" in paragraph (1) is deemed to be replaced with "financial auditors or executive officers"; the phrase "directors (or, for a company with company auditor, directors and company auditors)" in paragraph (1) is deemed to be replaced with "directors"; and the phrase "Article 363, paragraph (2)" in the preceding paragraph is deemed to be replaced with "Article 417, paragraph (4)".

①Notwithstanding the provisions of Article 369, paragraph (1), if a company with board of directors (excluding a company with nominating committee, etc.) falls under all of the following requirements (in cases of a company with audit and supervisory committee, excluding the cases prescribed in Article 399-13, paragraph (5) or cases where there are provisions of articles of incorporation pursuant to the provisions of paragraph (6) of the that Article), the board of directors may provide to the effect that the resolution of the board of directors meeting on the matters set forth in Article 362, paragraph (4), items (i) and (ii) or Article 399-13, paragraph (4), items (i) and (ii) may be passed, where the majority (if a higher proportion is determined by the board of directors, that proportion or more) of three or more directors appointed in advance (hereinafter in this Chapter referred to as "special directors") who are entitled to participate in the vote are present, by the majority (if a higher proportion is determined by the board of directors, that proportion or more) of relevant directors who are present:

②If there are provisions on the vote by special directors pursuant to the provisions of the preceding paragraph, directors other than the special directors are not required to attend the board of directors meeting that decides the matters set forth in Article 362, paragraph (4), items (i) and (ii) or Article 399-13, paragraph (4), items (i) and (ii). For the purpose of the application of the provisions of the main clause of Article 366, paragraph (1) and Article 368 to those cases, the term "any director" in the main clause of Article 366, paragraph (1) is deemed to be replaced with "any special director (meaning the special director provided for in Article 373, paragraph (1); the same applies in Article 368)", the phrase "in the articles of incorporation" in Article 368, paragraph (1) is deemed to be replaced with "by the board of directors", the term "each director" in the same paragraph is deemed to be replaced with "each special director", the term "directors (" in paragraph (2) of that Article is deemed to be replaced with "special directors (", and the phrase "directors and" in the same paragraph is deemed to be replaced with "special directors and".

③The person who is appointed by special directors from among themselves must report without delay after the resolution of the board of directors meeting under the preceding paragraph the content of relevant resolution to the directors other than the special directors.

④The provisions of Article 366 (excluding the main clause of paragraph (1)), Article 367, Article 369, paragraph (1), Article 370, and Article 399-14 do not apply to the board of directors meeting under paragraph (2).