A financial instruments exchange must be a financial instruments membership corporation or a stock company with a stated capital of not less than the amount specified by Cabinet Order, and have in place the following organs:
a board of directors;
取締役会
a board of company auditors, a supervisory committee, or a nominating committee, etc.; and
監査役会、監査等委員会又は指名委員会等
an accounting auditor.
会計監査人
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financial instruments membership corporation
「金融商品会員制法人」
A membership-based association established under Subsection 1 of Section 2 of Chapter V for the purpose of opening a financial instruments market (金融商品市場).
Defined inArticle 2, paragraph (15)· applies throughout the law
financial instruments exchange
「金融商品取引所」
A membership corporation (金融商品会員制法人) or stock company (株式会社) licensed by the Prime Minister under Article 80, paragraph (1) to open a financial instruments market (金融商品市場).
Defined inArticle 2, paragraph (16)· applies throughout the law
nominating committees, etc.machine translation
「指名委員会等」
The three committees of a company with nominating committee, etc.: its nominating committee, audit committee and remuneration committee.
Defined inArticle 29-4, paragraph (1), item (v), (a)
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 as a reference.