①To call an audit and supervisory committee meeting, an audit and supervisory committee member must dispatch the notice thereof to each audit and supervisory committee member no later than one week (or if a shorter period of time is prescribed by the articles of incorporation, the shorter period of time) prior to the day of the committee meeting.

②Notwithstanding the provisions of the preceding paragraph, the audit and supervisory committee meeting may be held without the procedures for calling it if the consent of all audit and supervisory committee members is obtained.

③If requested by the audit and supervisory committee, directors (in cases of a company with accounting advisor, directors and accounting advisors) must attend the audit and supervisory committee meeting and provide explanations on the matters requested by the audit and supervisory committee.

①The resolution at an audit and supervisory committee meeting is passed by a majority of the audit and supervisory committee members present at the meeting where the majority of the audit and supervisory committee members entitled to participate in the vote are present.

②Audit and supervisory committee members with a special interest in the resolution under the preceding paragraph may not participate in the vote.

③With respect to the proceedings of the audit and supervisory committee meeting, minutes must be prepared pursuant to the provisions of Ministry of Justice Order, and if the minutes are prepared in writing, the audit and supervisory committee members present at the meeting must sign or affix the names and seals to them.

④With 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.

⑤Audit and supervisory committee members who participate in resolutions at the audit and supervisory committee meeting and do not have their objections recorded in the minutes under paragraph (3) are presumed to have agreed to the resolutions.

①A company with audit and supervisory committee must keep the minutes referred to in paragraph (3) of the preceding Article at its head office for a period of ten years from the day of the audit and supervisory committee meeting.

②If it is necessary for the purpose of exercising the rights of a shareholder of a company with audit and supervisory committees, the relevant shareholder may, with the permission of the court, make the following requests:

③The provisions of the preceding paragraph apply mutatis mutandis to those cases where it is necessary for the purpose of enforcing the liability of directors or accounting advisors by a creditor of a company with audit and supervisory committee and to the cases where it is necessary for the purpose of exercising the rights of a member of the parent company.

④If the court finds that the inspection or copying relating to the requests under paragraph (2) (including the case of the mutatis mutandis application pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) is likely to cause substantial detriment to the company with audit and supervisory committee or its parent company or subsidiary company, the court may not grant the permission under paragraph (2).

If the directors, accounting advisors, financial auditors have notified all audit and supervisory committee members of matters that are to be reported to the audit and supervisory committee meeting, it is unnecessary to report relevant matters to the audit and supervisory committee meeting.

①The board of directors of a company with audit and supervisory committee performs the following duties notwithstanding of provisions of Article 362:

②The board of directors of a company with audit and supervisory committee must determine matters set forth in item (i), (a) through (c) of the preceding paragraph.

③The board of directors of a company with audit and supervisory committee must appoint representative directors from among the directors (excluding directors who are audit and supervisory committee members).

④The board of directors of a company with audit and supervisory committee may not delegate the decision on the execution of the following matters and other important operations to directors:

⑤Notwithstanding the provisions of the preceding paragraph, if a majority of directors of a company with audit and supervisory committee are outside directors, the board of directors of the company with audit and supervisory committee may delegate the decision on execution of important operations to directors by its resolution; provided, however, that this does not apply to the following matters:

⑥Notwithstanding the provisions of the preceding two paragraphs, a company with audit and supervisory committee may stipulate in the articles of incorporation that all or part of decisions of execution of important operations (excluding matters set forth in items of the preceding paragraph) to delegate directors by the resolution of the board of directors meeting.

At a company with audit and supervisory committee, even if there are provisions for a convenor, the audit and supervisory committee members appointed by the audit and supervisory committee may call the board of directors meeting.