Section 8 Board of Company Auditors
第八節 監査役会
Subsection 1 Authority
第一款 権限等
第三百九十条
Board of company auditors is composed of all company auditors.
監査役会は、すべての監査役で組織する。
Board of company auditors performs the following duties; provided, however, that the decision in item (iii) may not preclude company auditors from exercising their authority:
監査役会は、次に掲げる職務を行う。ただし、第三号の決定は、監査役の権限の行使を妨げることはできない。
preparing audit reports;
監査報告の作成
appointing and removing full-time company auditors; and
常勤の監査役の選定及び解職
deciding audit policy, methods for investigating the status of the operations and financial status of a company with board of company auditors and other matters regarding the execution of the duties of company auditors.
監査の方針、監査役会設置会社の業務及び財産の状況の調査の方法その他の監査役の職務の執行に関する事項の決定
Board of company auditors must appoint full-time company auditors from among the company auditors.
監査役会は、監査役の中から常勤の監査役を選定しなければならない。
If a board of company auditors requests, company auditors must report the status of the execution of their duties to the board of company auditors at any time.
監査役は、監査役会の求めがあるときは、いつでもその職務の執行の状況を監査役会に報告しなければならない。
Subsection 2 Operations
第二款 運営
第三百九十一条（招集権者）
A board of company auditors meeting is called by any company auditor.
監査役会は、各監査役が招集する。
第三百九十二条（招集手続）
To call a board of company auditors meeting, a company auditor must dispatch the notice thereof to each company auditor no later than one week (or if a shorter period of time is prescribed in the articles of incorporation, that shorter period of time) prior to the day of the board of company auditors meeting.
監査役会を招集するには、監査役は、監査役会の日の一週間（これを下回る期間を定款で定めた場合にあっては、その期間）前までに、各監査役に対してその通知を発しなければならない。
Notwithstanding the provisions of the preceding paragraph, the board of company auditors meeting may be held without the procedures of calling if the consent of all company auditors is obtained.
前項の規定にかかわらず、監査役会は、監査役の全員の同意があるときは、招集の手続を経ることなく開催することができる。
Article 393Resolution at Board of Company Auditors Meetings
第三百九十三条（監査役会の決議）
The resolution at a board of company auditors meeting is passed by a majority of the company auditors.
監査役会の決議は、監査役の過半数をもって行う。
With respect to the business of the board of company auditors meeting, minutes must be prepared pursuant to the provisions of Ministry of Justice Order, and if the minutes are prepared in writing, the company auditors present at the meeting must sign or affix the names and seals to it.
監査役会の議事については、法務省令で定めるところにより、議事録を作成し、議事録が書面をもって作成されているときは、出席した監査役は、これに署名し、又は記名押印しなければならない。
With respect to the matters recorded in an electronic or magnetic record if the minutes under the preceding paragraph are prepared in that 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.
Company auditors who participate in resolutions at the board of company auditors meeting and do not have their objections recorded in the minutes under paragraph (2) are presumed to have agreed to the resolutions.
監査役会の決議に参加した監査役であって第二項の議事録に異議をとどめないものは、その決議に賛成したものと推定する。
第三百九十四条（議事録）
A company with board of company auditors must keep the minutes referred to in paragraph (2) of the preceding Article at its head office for the period of ten years from the day of the board of company auditors meeting.
If it is necessary for the purpose of exercising the rights of a shareholder of a company with board of company auditors, the relevant shareholder may, with the permission of the court, make the following requests:
監査役会設置会社の株主は、その権利を行使するため必要があるときは、裁判所の許可を得て、次に掲げる請求をすることができる。
if the minutes under the preceding paragraph are prepared in writing, requests for inspection or copying of the documents; and
前項の議事録が書面をもって作成されているときは、当該書面の閲覧又は謄写の請求
if the minutes under the preceding paragraph have been prepared as an electronic or magnetic record, a request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record.
The provisions of the preceding paragraph apply mutatis mutandis to the cases where it is necessary for the purpose of enforcing the liability of officers by a creditor of a company with company auditor and to the cases where it is necessary for the purpose of exercising the rights of a member of the parent company.
If the court finds that the inspection or copying relating to the requests under paragraph (2) (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 company auditors or its parent company or subsidiary company, the court may not grant the permission under paragraph (2).
Article 395Omission of Report to Board of Company Auditors
第三百九十五条（監査役会への報告の省略）
If the directors, accounting advisors, company auditors or financial auditors have notified all company auditors of matters that are to be reported to a board of company auditors meeting, it is unnecessary to report relevant matters to a board of company auditors meeting.
取締役、会計参与、監査役又は会計監査人が監査役の全員に対して監査役会に報告すべき事項を通知したときは、当該事項を監査役会へ報告することを要しない。
subsidiary company
「子会社」
A stock company in which a company holds a majority of the votes, or any other corporation whose management a company controls, as set out by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (iii)· applies throughout the law
parent company
「親会社」
A company that has a stock company as its subsidiary company, or any other corporation that controls a stock company's management, as set out by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (iv)· applies throughout the law
company with board of company auditors
「監査役会設置会社」
A stock company that has a board of company auditors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (x)· applies throughout the law
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
member of the parent companymachine translation
「親会社社員」
A shareholder or other member of a company's parent company, who may, with the court's permission, inspect records of the subsidiary where needed to exercise their rights.
Defined inArticle 31, paragraph (3)
officermachine translation
「役員」
The directors, accounting advisors and company auditors of a stock company, as listed in Article 329, paragraph (1).
Defined inArticle 329, paragraph (1)· applies only in this section and in Article 371, paragraph (4); and Article 394, paragraph (3)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 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.