Each committee, including the nominating committee, audit committee, or remuneration committee (hereinafter collectively referred to as "each committee" in this Article, the following Article, and Article 911, paragraph (3), item (xxiii), (b)) is composed of three or more committee members.

The committee members of each committee are appointed from among the directors by a resolution at the board of directors meeting.

The majority of the committee members of each committee must be outside directors.

A committee member of the audit committee (hereinafter referred to as "audit committee member") may not concurrently act as an executive officer or executive directors of a company with nominating committee, etc. or its subsidiary company, or as an accounting advisor (if the accounting advisor is a corporation, the member who is to perform the duties of the accounting advisor) or employee, including a manager, of a subsidiary company of a company with nominating committee, etc..

The committee members of each committee may be removed at any time by a resolution at the board of directors meeting.

Where there is a vacancy which results in a shortfall in the number of committee members of each committee provided for in paragraph (1) of the preceding Article (or, if the number of committee members provided for in the articles of incorporation is four or more, that number), a committee member who retired from office due to expiration of the committee member's term of office or resignation continues to have the rights and obligations of a committee member until a newly appointed committee member (including a person who is to temporarily perform the duties of a committee member under the following paragraph) assumes office.

In the case provided for in the preceding paragraph, if the court finds it necessary, it may appoint a person who is to temporarily perform the duties of a committee member in response to a petition by interested persons.

If the court has appointed the person who is to temporarily perform the duties of a committee member under the preceding paragraph, the court may prescribe the amount of the remuneration that the company with nominating committee, etc. pays to that person.

A company with nominating committee, etc. must have one or more executive officers.

An executive officer is elected by a resolution at the board of directors meeting.

The relationship between a company with nominating committee, etc. and its executive officers is governed by the provisions on mandate.

The provisions of Article 331, paragraph (1) and Article 331-2 apply mutatis mutandis to executive officers.

A stock company may not provide in the articles of incorporation that the executive officers must be shareholders;provided, however, that this does not apply to a company with nominating committee, etc. that is not a public company.

An executive officer may act concurrently as a director.

An executive officer's term of office continues until the conclusion of the first board of directors meeting called after the conclusion of the annual shareholders meeting for the last business year ending within one year from the time of their election;provided, however, that this does not preclude the shortening the executive officer's term of office by the articles of incorporation.

Notwithstanding the provisions of the preceding paragraph, if a company with nominating committee, etc. makes any amendment in the articles of incorporation to repeal the provisions of the articles of incorporation to the effect that a nominating committee, etc. is established, the executive officer's term of office expires when the amendment in the articles of incorporation takes effect.

Executive officers may be dismissed at any time by a resolution at the board of directors meeting.

An executive officer dismissed pursuant to the provisions of the preceding paragraph is entitled to demand damages arising from the dismissal from the company with nominating committee, etc., except if there are justifiable grounds for the dismissal.

The provisions of Article 401, paragraph (2) through paragraph (4) apply mutatis mutandis to the cases where there are no executive officers in office, or where there is a vacancy which results in a shortfall in the number of executive officers prescribed in the articles of incorporation.

A nominating committee determines the contents of proposals regarding the election and dismissal of directors (or directors and accounting advisors for a company with accounting advisor) to be submitted to a shareholders meeting.

An audit committee performs the following duties:

Notwithstanding the provisions of Article 361, paragraph (1) and Article 379, paragraphs (1) and (2), a remuneration committee determines the contents of the remunerations for individual executive officers, etc. If an executive officer acts concurrently as an employee, including a manager, of a company with nominating committee, etc., the same applies to the contents of the remunerations for relevant employee, including a manager.

If committee members make the following requests to a company with nominating committee, etc. with respect to the execution of their duties (limited to that regarding the execution of the duties of the nominating committee, etc. to which relevant committee members belong; hereinafter the same applies in this paragraph), relevant company with nominating committee, etc. may not refuse the request except if it proves that the expense or debt relating to the request is not necessary for the execution of the duties of relevant committee members:

Audit committee members appointed by the audit committee may at any time request reports on the execution of their duties from executive officers, etc. and employees including managers, or investigate the status of the operations and financial status of the company with nominating committee, etc.

Audit committee members appointed by the audit committee may, if it is necessary for the purpose of performing duties of the audit committee, request reports on the business from a subsidiary company of the company with nominating committee, etc., or investigate the status of the operations and financial status of its subsidiary company.

The subsidiary company under the preceding paragraph may refuse the report or investigation under that paragraph if there are justifiable grounds.

audit committee members under paragraph (1) and paragraph (2) must comply with resolutions at the audit committee meeting, if any, on matters regarding the collection of the report or investigation under relevant respective paragraphs.

If audit committee members find that executive officers or directors engage in misconduct, or are likely to engage in relevant conduct, or that there are facts in violation of laws and regulations or the articles of incorporation or grossly improper facts, they must report to that effect to the board of directors without delay.

If an executive officer or director engages, or is likely to engage, in any act outside the scope of the purpose of a company with nominating committee, etc., or other acts in violation of laws and regulations or the articles of incorporation, if that act is likely to cause substantial detriment to relevant company with nominating committee, etc., the audit committee members may demand that the executive officer or director cease that act.

In the cases provided for in the preceding paragraph, if the court orders an executive officer or director under the preceding paragraph to cease that act by a provisional disposition, the court is not to require the provision of security.

Notwithstanding the provisions of Article 349, paragraph (4) applied mutatis mutandis under Article 420, paragraph (3), and the provisions of Article 353 and Article 364, if a company with nominating committee, etc. files an action against its executive officers (including persons who were executive officers; hereinafter the same applies in this Article) or directors (including persons who were directors; hereinafter the same applies in this Article), or the executive officers or directors of a company with nominating committee, etc. files an action against that company with committees, the persons specified in each of those items for the case categories set forth in these items represent the company with nominating committee, etc. in these actions:

Notwithstanding the provisions of the preceding paragraph, if executive officers or directors file an action against the company with nominating committee, etc., the service of complaint on the audit committee members (excluding those filing that action) is effective on relevant company with nominating committee, etc.

Notwithstanding the provisions of Article 349, paragraph (4) applied mutatis mutandis pursuant to Article 420, paragraph (3), and the provisions of Article 353 and Article 364, if a stock company set forth in the following items is a company with nominating committee, etc., when filing an action prescribed in those items, the audit committee members appointed by the audit committee represent the company with nominating committee, etc.:

Notwithstanding the provisions of Article 349, paragraph (4) as applied mutatis mutandis pursuant to Article 420, paragraph (3), if a stock company set forth in the following items is a company with nominating committee, etc., when making a request specified in those items, an audit and supervisory committee member appointed by the audit and supervisory committee represents the company with nominating committee, etc.:

Notwithstanding the provisions of Article 349, paragraph (4) applied mutatis mutandis under Article 420, paragraph (3), in the following cases, the audit committee members represent the company with nominating committee, etc.:

The remuneration committee must prescribe the policy on decisions on the content of the remunerations for individual executive officers, etc.

The remuneration committee must comply with the policy under the preceding paragraph in order to make decisions under the provisions of Article 404, paragraph (3).

If the remuneration committee uses what is set forth in the following items as the individual remunerations of executive officers, etc., it must decide the matters provided for in each of the item as the contents thereof;provided, however, that the remunerations for individual accounting advisors must be that set forth in item (i):

A nominating committee, etc. meeting is called by any committee member of relevant nominating committee, etc.

To call a nominating committee, etc. meeting, a committee member of that nominating committee, etc., must dispatch the notice thereof to each committee member of relevant nominating committee, etc. no later than one week (or if a shorter period of time is prescribed by the board of directors, the shorter period of time) prior to the day of the nominating committee, etc. meeting.

Notwithstanding the provisions of the preceding paragraph, the nominating committee, etc. meeting may be held without the procedures of calling if the consent of all committee members of relevant nominating committee, etc. is obtained.

If requested by the nominating committee, etc., executive officers, etc., must attend relevant nominating committee, etc. meeting and provide explanations on the matters requested by relevant nominating committee, etc.

The resolution at a meeting of a nominating committee, etc. is passed by a majority (if a higher proportion is prescribed by the board of directors, the proportion or more) of the committee members present at the meeting where the majority (if a higher proportion is prescribed by the board of directors, that proportion or more) of the committee members entitled to participate in the vote are present.

Committee members with a special interest in the resolution under the preceding paragraph may not participate in the vote.

With respect to the business of the nominating committee, etc. meeting, minutes must be prepared pursuant to the provisions of Ministry of Justice Order, and if the minutes are prepared in writing, the committee members present at the meeting must sign or affix the names and seals to it.

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.

Committee members who participate in resolutions at a meeting of the nominating committee, etc. and do not have their objections recorded in the minutes under paragraph (3) are presumed to have agreed to relevant resolutions.

A company with nominating committee, etc. must keep the minutes referred to in paragraph (3) of the preceding Article at its head office for the period of ten years from the day of the nominating committee, etc. meeting.

The directors of a company with nominating committee, etc. may inspect or copy anything set forth in the following items:

If it is necessary for the purpose of exercising the rights of a shareholder of a company with nominating committee, etc., the relevant shareholder may make requests for inspection or copying of the things set forth in each item of the preceding paragraph with respect to the minutes under paragraph (1) with the permission of the court.

The provisions of the preceding paragraph apply mutatis mutandis to the cases where it is necessary for the purpose of enforcing the liability of committee members by a creditor of a company with nominating committee, etc. and 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 (3) (including cases of the mutatis mutandis application under the preceding paragraph; hereinafter the same applies in this paragraph) is likely to cause substantial detriment to the company with nominating committee, etc. or its parent company or subsidiary company, the court may not grant the permission under paragraph (3).

If the executive officers, directors, accounting advisors or financial auditors have notified all committee members of matters that are to be reported to a nominating committee, etc. meeting, it is unnecessary to report relevant matters to a nominating committee, etc. meeting.

Directors of a company with nominating committee, etc. may not execute the operations of the company with nominating committee, etc. unless otherwise provided in this Act or any order under this Act.

The board of directors of a company with nominating committee, etc. performs the following duties notwithstanding the provisions of Article 362:

The board of directors of a company with nominating committee, etc. must decide the matters set forth in item (i), (a) through item (i), (e) of the preceding paragraph.

The board of directors of a company with nominating committee, etc. may not delegate the execution of the duties set forth in each item of paragraph (1) to directors.

The board of directors of a company with nominating committee, etc. may delegate decisions on the execution of the operations of the company with nominating committee, etc. to executive officers by its resolution;provided, however, that this does not apply to the following matters:

At a company with nominating committee, etc., even if there are provisions for a convenor, persons appointed by the nominating committee, etc. from among their committee members may call the board of directors meeting.

Executive officers may demand that the directors under paragraph (1), item (i), (d) of the preceding Article call the board of directors meeting by indicating to those directors the matters that are the purpose of the board of directors meeting. In these cases, 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 within five days from the day of relevant demand, relevant executive officers may call the board of directors meeting.

The persons appointed by the nominating committee, etc. from among the committee members must report the status of the execution of the duties of relevant nominating committee, etc. to the board of directors meeting without delay.

The executive officers must report the status of the execution of their duties to the board of directors meeting at least once every three months. In these cases, executive officers may submit relevant reports through their agents (limited to other executive officers).

If requested by the board of directors, executive officers must attend the board of directors meeting and provide explanations on the matters requested by the board of directors.

Executive officers perform the following duties:

If executive officers detect any fact likely to cause substantial detriment to the company with nominating committee, etc., they must immediately report that fact to the audit committee members.

The provisions of Article 355, Article 356 and Article 365, paragraph (2) apply mutatis mutandis to executive officers. In these cases, the term "shareholders meeting" in Article 356, paragraph (1) is deemed to be replaced with "board of directors meeting" and the phrase "At a company with board of directors, a director who has engaged in transactions under each item of Article 356, paragraph (1)" in Article 365, paragraph (2) is deemed to be replaced with "An executive officer who has engaged in transactions under each item of Article 356, paragraph (1)".

The provisions of Article 357 do not apply to companies with nominating committee, etc.

Board of directors must appoint representative executive officers from among the executive officers. In these cases, if there is only one executive officer, that person is to be regarded as having been appointed as the representative executive officer.

A representative executive officer may be removed at any time by a resolution at the board of directors meeting.

The provisions of Article 349, paragraphs (4) and (5) apply mutatis mutandis to representative executive officers, the provisions of Article 352 apply mutatis mutandis to a person appointed by a provisional disposition order provided for in Article 56 of the Civil Provisional Remedies Act to perform the duties of executive officers or representative executive officers on behalf of the same, and the provisions of Article 401, paragraphs (2) through (4) apply mutatis mutandis to the cases where there are no representative executive officers in office, or where there is a vacancy which results in a shortfall in the number of executive officers prescribed in the articles of incorporation, respectively.

If a company with nominating committee, etc. gives the title of president, vice president or other title regarded as having authority to represent the company with nominating committee, etc. to an executive officer who is not a representative executive officer, the company with committees is liable to third parties in good faith for the acts of the executive officer.

If an executive officer engages, or is likely to engage, in an act outside the scope of the purpose of a company with nominating committee, etc., or other acts in violation of laws and regulations or the articles of incorporation, if that act is likely to cause irreparable damage to the company with nominating committee, etc., shareholders having the shares consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period or more) may demand that the executive officer cease that act.

For the purpose of the application of the provisions of the preceding paragraph to a company with nominating committee, etc. which is not a public company, the phrase "shareholders having the shares consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period or more)" in that paragraph is deemed to be replaced with "shareholders".