Financial Instruments and Exchange Act

A person that convenes a board meeting must issue notice of this to each board member no later than one week prior to the day of the board meeting (or, if a shorter period has been specified at a board meeting, such a period).

Notwithstanding the provisions of the preceding paragraph, with the consent of all of the board members, a board meeting may be held without taking the convocation procedures for board meetings.

A board meeting resolution is adopted by a majority of the attending board members, and by a majority of the attending outside board members, at a board meeting where the majority of the board members that are entitled to participate in the vote, are present.

A board member with a special interest in the resolution referred to the preceding paragraph may not participate in the vote.

The minutes of a board meeting must be prepared pursuant to the provisions of Cabinet Office Order, and if the minutes are prepared in writing, the board members present at the meeting must sign them or have their names and seals affixed to them.

If the minutes referred to in the preceding paragraph are prepared as electronic or magnetic records, relevant persons must use the measures in lieu of signing or having their names and seals affixed which are specified by Cabinet Office Order, for the matters recorded in electronic or magnetic records.

A self-regulatory organization must keep the minutes referred to in paragraph (3) of the preceding Article at its principal office for a ten-year period beginning from the day of the board meeting.

If it is necessary in order for the member of a self-regulatory organization to exercise its rights, with the permission of the court, the member may request to inspect or copy the following things as respects the minutes referred to in the preceding paragraph:

if the minutes referred to in the preceding paragraph are prepared in writing, the relevant written document; and

if the minutes referred to in the preceding paragraph are prepared as electronic or magnetic records, a thing that displays the particulars that have been recorded in the electronic or magnetic records, through a means specified by Cabinet Office Order.

The court may not give the permission referred to in the preceding paragraph if it finds that the inspection or copying to which the request referred to in the preceding paragraph pertains is likely to cause substantial detriment to the relevant entrusting financial instruments exchange, to a person that has that entrusting financial instruments exchange as its subsidiary company, or to a subsidiary company of that entrusting financial instruments exchange.

The provisions of Article 868, paragraph (1) of the Companies Act and of Article 869; Article 870, paragraph (2) (limited to the part that involves item (i)); Article 870-2; the main clause of Article 871; Article 872 (limited to the part that involves item (v)); Article 872-2; the main clause of Article 873; Article 875; and Article 876 of that Act apply mutatis mutandis to the permission referred to in paragraph (2). In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

An entrusting financial instruments exchange must obtain the consent of the entrusted self-regulatory organization if it seeks to change or discontinue a particular that is prescribed in the operational rules or other rules of the financial instruments exchange, and that is specified by Cabinet Office Order as being connected with self-regulatory services.

If the board finds it to be necessary, it may give advice to an entrusting financial instruments exchange about the necessary measures that should be taken in order to ensure fair and smooth purchase and sales of securities and market derivatives transactions on a financial instruments exchange market operated by the entrusting financial instruments exchange, and to contribute to the sound development of the financial instruments business and to the protection of investors.

If the board gives the advice referred to in the preceding paragraph, and the entrusting financial instruments exchange that receives the advice takes it, it must report to the board the details of the measures taken; if the entrusting financial instruments exchange does not take that advice, it must report to the board that it has not taken any measures.

An entrusting financial instruments exchange must periodically report the status of business execution to the board, pursuant to the provisions of Cabinet Office Order.

The board may request the president, the directors and executive officers, and the managers and other employees of an entrusting financial instruments exchange to report the particulars of the execution of their duties.

A self-regulatory organization is dissolved for the following reasons:

the occurrence of a cause for dissolution specified by the articles of incorporation;

a general meeting resolution;

the self-regulatory organization comes to have no members;

an order to commence bankruptcy proceedings;

the failure to file an application for authorization under the provisions of Article 102-15, paragraph (1) within six months from the day of establishment;

the decision of the Prime Minister not to grant Article 102-14 authorization; or

rescission of Article 102-14 authorization.

A self-regulatory organization may not adopt a resolution to dissolve without the affirmative votes of at least three-fourths of all members; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

The provisions of Articles 100-2 through 100-16 and Articles 100-18 through 100-23 apply mutatis mutandis to a self-regulatory organization. In this case, in Article 100-3, the phrase "Article 100, paragraph (1) (excluding items (iii) and (v))" is deemed to be replaced with "Article 102-35 (excluding item (iv))"; in Article 100-4, Article 100-6, and Article 100-9, the phrase "Article 100-17, paragraph (1)" is deemed to be replaced with "Article 102-37, paragraph (1)"; in Article 100-5, paragraph (2), the phrase "rescinding the license referred to in Article 80, paragraph (1)" is deemed to be replaced with "rescinding the authorization referred to Article 102-14"; in Article 100-6, the phrase "Article 100-4" is deemed to be replaced with "Article 100-4 as applied mutatis mutandis pursuant to Article 102-36"; and any other necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 492, paragraphs (1) and (3); Article 507 (excluding paragraph (2)); Article 644 (excluding item (iii)); Article 647, paragraphs (1) and (4); Article 650, paragraph (2); Article 655, paragraphs (1) through (5); and Articles 662 through 664 of the Companies Act apply mutatis mutandis to the dissolution and liquidation of a self-regulatory organization. In this case, in Article 492, paragraph (1) of that Act, the phrase "liquidators (or, for companies with board of liquidators, liquidators listed in each item of Article 489, paragraph (7))" is deemed to be replaced with "A liquidator"; in the same paragraph and in Article 507, paragraph (1) of that Act, the term "Ministry of Justice Order" is deemed to be replaced with "Cabinet Office Order"; in Article 492, paragraph (3) and Article 507, paragraph (3) of that Act, the term "shareholders meeting" is deemed to be replaced with "general meeting"; in Article 644, item (i) of that Act, the phrase "have dissolved on the grounds set forth in Article 641, item (v) or unless membership companies have dissolved as a result of a ruling for commencement of bankruptcy procedures and such bankruptcy procedures have not ended" is deemed to be replaced with "have dissolved as a result of an order to commence bankruptcy proceedings and the bankruptcy proceedings have not ended"; in Article 647, paragraph (1), item (i) of that Act, the phrase "A partner that executes the operations" is deemed to be replaced with "The president and a board member"; in item (iii) of that paragraph, the phrase "prescribed by the consent of a majority of partners (or, if partners that execute the operations are provided for in the articles of incorporation, those partners)" is deemed to be replaced with "appointed by general meeting resolution"; in Article 655, paragraph (3) of that Act, the phrase "from among themselves" is deemed to be replaced with "from among themselves or based on a general meeting resolution"; in paragraph (4) of that Article, the phrase "partners that execute the operations" is deemed to be replaced with "the president or board members", the phrase "if the partners that represent the membership company are already prescribed" is deemed to be replaced with "if the president or the board members that represent it are already prescribed in the articles of incorporation", and the phrase "such partners that represent" is deemed to be replaced with "the president or board member (excluding a president or board member whose authority of representation is limited by the articles of incorporation) that represents"; and any other necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 868, paragraph (1); Article 871; Article 874 (limited to the part that involves item (i)); Article 875; and Article 876 of the Companies Act apply mutatis mutandis to the liquidation of a self-regulatory organization. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 88-9, Articles 88-12 through 88-15, and Article 100-23 apply mutatis mutandis when the liquidator of a self-regulatory organization performs liquidation duties. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 71, paragraph (1) of the Commercial Registration Act apply mutatis mutandis to registration of the dissolution of a self-regulatory organization under this Act.

In addition to the particulars set forth in the items of Article 27 of the Companies Act, the following particulars must be stated or recorded in the articles of incorporation of an incorporated financial instruments exchange:

the particulars involved in investigations into trading participants' compliance with laws and regulations, dispositions by government agencies which are based on laws and regulations, the articles of incorporation and other rules, and the principle of good faith in their transactions;

the particulars of the preparation of rules;

the particulars of the financial instruments exchange markets; and

if a self-regulatory committee will be established, an indication of this.

It is prohibited for any person to acquire or hold a number of voting rights (including voting rights pertaining to shares that cannot be asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares, and excluding the voting rights that are specified by Cabinet Office Order in consideration of the manner in which they are acquired or held and any other circumstances; hereinafter referred to as "subject voting rights" in this Chapter) constituting 20 percent or more (or 15 percent or more, if a fact has occurred that is specified by Cabinet Office Order as a thing that is presumed to have a material influence on decisions about financial and operational policies; hereinafter referred to as the "threshold holding ratio" in this Chapter) of all shareholders' voting rights in an incorporated financial instruments exchange; provided, however, that this does not apply if an authorized financial instruments firms association, financial instruments exchange, financial instruments exchange holding company, commodity exchange, or commodity exchange holding company acquires or holds subject voting rights.

If the number of subject voting rights that the person holds does not increase or in any other case specified by Cabinet Office Order, the provisions of the main clause of the preceding paragraph do not apply to a person acquiring or holding a number of subject voting rights in an incorporated financial instruments exchange which is equal to or greater than the threshold holding ratio of all shareholders' voting rights.

In the case referred to in the preceding paragraph, a person that comes to acquire or hold a number of subject voting rights in an incorporated financial instruments exchange which is equal to or greater than the threshold holding ratio of all shareholders' voting rights (hereinafter referred to as a "specified holder" in this Article) must notify the Prime Minister without delay that person has become a specified holder, and of the matters specified by Cabinet Office Order.

In the case referred to in paragraph (2), a specified holder must take the necessary measures to become the holder of a number of subject voting rights in the incorporated financial instruments exchange which is less than the threshold holding ratio within three months from the day on which the person becomes a specified holder; provided, however, that this does not apply if the specified holder is a local government, etc. provided for in Article 106-3, paragraph (1) and that local government, etc. has obtained the authorization of the Prime Minister pursuant to the provisions of that paragraph.

With regard to the application of the provisions of the preceding paragraphs to a case set forth in any of the following items, the relevant person is deemed to acquire or hold the subject voting rights prescribed in the relevant item:

a person has or will have the authority to exercise subject voting rights in an incorporated financial instruments exchange or the authority to give instructions on the exercise of such voting rights, pursuant to the provisions of a money trust contract or other contract or based on the provisions of law:the subject voting rights in question; and

a person that is related to the person in question through a shareholding relationship, familial relationship, or other special relationship specified by Cabinet Order, acquires or holds subject voting rights in an incorporated financial instruments exchange:the subject voting rights acquired or held by the person with the special relationship to the person in question.

Necessary particulars relevant to the application of the provisions of each of the preceding paragraphs are specified by Cabinet Order.