Officers (meaning directors, accounting advisors and company auditors; hereinafter the same applies in this Section, Article 371, paragraph (4) and Article 394, paragraph (3)) and financial auditors are elected by a resolution at a shareholders meeting.

In cases of a company with audit and supervisory committee, the election of directors pursuant to the provisions of the preceding paragraph must be implemented by distinguishing directors who are audit and supervisory committee members and other directors.

In case of the resolution under paragraph (1), substitute officers may be elected as prescribed by Ministry of Justice Order by way of precaution against the cases where there are no officers (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors, or accounting advisors; hereinafter the same applies in this paragraph) in office or the cases where there is a vacancy which results in a shortfall in the number of officers prescribed in this Act or articles of incorporation.

The relationship between a stock company and its officers or financial auditors is governed by the provisions on mandate.

The following persons may not act as directors:

A stock company may not provide in the articles of incorporation that directors must be shareholders;provided, however, that this does not apply to a stock company that is not a public company.

A director who is an audit and supervisory committee member may not concurrently act as an executive director, manager, or other employees of a company with audit and supervisory committee or its subsidiary company, or accounting advisor (if the accounting advisor is a corporation, the member who is in charge of its affairs) or an executive officer of the subsidiary company.

A director of a company with nominating committee, etc. may not concurrently act as a manager or other employee of the company with nominating committee, etc.

A company with board of directors must have three or more directors.

A company with audit and supervisory committee must have three or more of directors who are audit and supervisory committee members and the majority of them must be outside directors.

For an adult ward to assume the role of a director, the guardian of the adult ward must obtain the consent of the adult ward (if there is a supervisor of guardian, the consent of the adult ward and the supervisor of guardian), and the guardian must approve the assumption on behalf of the adult ward.

For a person under curatorship to assume the role of a director, the content of the curator must be obtained.

The provisions of paragraph (1) apply mutatis mutandis if a curator approves assumption on behalf of a person under curatorship pursuant to an order to the effect that the power of representation are granted under Article 876-4, paragraph (1) of the Civil Code.In this case, the term "consent of the adult ward (if there is a supervisor of guardian, the consent of the adult ward and the supervisor of guardian)" in paragraph (1) is to be replaced with "consent of the person under curatorship."

Acts performed by an adult ward or person under curatorship pursuant to their capacity as a director may not be revoked on the grounds of limited capacity.

Directors' terms of office continue until the conclusion of the annual shareholders meeting for the last business year which ends within two years from the time of their election;provided, however, that this does not preclude the shortening the term of the directors by the articles of incorporation or by the resolution of the shareholders meeting.

The provisions of the preceding paragraph do not preclude a stock company which is not a public company (excluding a company with audit and supervisory committee and company with nominating committee, etc.) from extending, by the articles of incorporation, the term of office under that paragraph until the conclusion of the annual shareholders meeting for the last business year which ends within ten years from the time of the election.

With regard to application of the provisions of paragraph (1) to directors (excluding those who are the audit and supervisory committee members) of a company with audit and supervisory committee, the term "two years" in the same paragraph is deemed to be replaced with "one year".

The provisions of the proviso to paragraph (1) do not apply to the terms of office of directors who are the audit and supervisory committee members.

The provisions of the main clause of paragraph (1) do not preclude to stipulate by articles of incorporation that the term of office of the director who is an audit and supervisory committee member and elected as substitute for a director who is an audit and supervisory committee and retired before expiry of its term of office is to be by the time when the term of office of the retired director who was an audit and supervisory committee member expires.

For the purpose of the application of the provisions under paragraph (1) to the directors of a company with nominating committee, etc., the term "two years" in that paragraph is deemed to be replaced with as "one year".

Notwithstanding the provisions of the preceding paragraphs, if any of the following amendments in the articles of incorporation is made, the directors' term of office expires when relevant amendment in the articles of incorporation takes effect:

An accounting advisor must be a certified public accountant or audit corporation, or a certified public tax accountant or tax accountancy corporation.

An audit corporation or tax accountancy corporation which has been elected as the accounting advisor must appoint, from among its members, a person who is in charge of the affairs of an accounting advisor, and notify the stock company to that effect. In these cases, the persons set forth in each item of following paragraph may not be appointed.

The following persons may not act as accounting advisors:

The provisions of Article 332 (excluding paragraphs (4) and (5); the same applies in the following paragraph) apply mutatis mutandis to the accounting advisors' terms of office.

Notwithstanding the provisions of Article 332 applied mutatis mutandis under the preceding paragraph, if a company with accounting advisor effects an amendment in the articles of incorporation to repeal the provisions of the articles of incorporation to the effect that it has an accounting advisor, the accounting advisor's term of office expires when relevant amendment in the articles of incorporation takes effect.

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

A company auditor of a stock company may not concurrently act as a director, employee, including manager, of that stock company or its subsidiary company, and may not act as an accounting advisor (if the accounting advisor is a corporation, the member who is in charge of its affairs) or an executive officer of relevant subsidiary company.

A company with board of company auditors must have three or more company auditors, and the half or more of them must be outside company auditors.

Company auditors' terms of office continue until the conclusion of the annual shareholders meeting for the last business year which ends within four years from the time of their election.

The provisions of the preceding paragraph do not preclude a stock company which is not a public company from extending, by the articles of incorporation, the terms of office under that paragraph until the conclusion of the annual shareholders meeting for the last business year which ends within ten years from the time of the election.

The provisions of paragraph (1) do not preclude providing, by the articles of incorporation, that the term of office of a company auditor, who is elected as the substitute for a company auditor who retired from office before the expiration of the term of office, continues until the time the term of office of the company auditor who retired from office expires.

Notwithstanding the provisions of the preceding three paragraphs, if any of the following amendments in the articles of incorporation is made, the company auditors' terms of office expire when relevant amendment in the articles of incorporation takes effect:

A financial auditor must be a certified public accountant or an audit corporation.

An audit corporation which has been elected as a financial auditor must appoint, from among its members, a person who is in charge of the affairs of a financial auditor, and notify the stock company to that effect. In these cases, the person set forth in item (ii) of the following paragraph may not be appointed.

The following persons may not act as financial auditors:

A financial auditor's term of office continues until the conclusion of the annual shareholders meeting for the last business year which ends within one year from the time of their election.

Unless otherwise resolved at the annual shareholders meeting under the preceding paragraph, financial auditors are deemed to have been re-elected at relevant annual shareholders meeting.

Notwithstanding the provisions of the preceding two paragraphs, in cases where a company with financial auditor makes any amendment in the articles of incorporation to repeal the provisions of the articles of incorporation to the effect that it has a financial auditor, the financial auditor's term of office expires when relevant amendment in the articles of incorporation takes effect.

Officers and financial auditors may be dismissed at any time by a resolution at a shareholders meeting.

A person dismissed pursuant to the provisions of the preceding paragraph is entitled to demand damages arising from the dismissal from the stock company, except in cases where there are justifiable grounds for the dismissal.

The company auditor may dismiss a financial auditor if that financial auditor:

Dismissals pursuant to the provisions of the preceding paragraph must be effected by the unanimous consent of all company auditors if there are two or more company auditors.

If a financial auditor is dismissed pursuant to the provisions of paragraph (1), the company auditor (or, if there are two or more company auditors, the company auditor appointed by the company auditors from among themselves) must report that effect and the reason for dismissal to the first shareholders meeting called after the dismissal.

For the purpose of the application of the provisions of the preceding three paragraphs to a company with board of company auditors, the term "company auditor" in paragraph (1) is deemed to be replaced with as "board of company auditors", the phrase "company auditors if there are two or more company auditors" in paragraph (2) is deemed to be replaced with "company auditors", and the phrase "company auditor (or, if there are two or more company auditors, the company auditor appointed by the company auditors from among themselves)" in the preceding paragraph is deemed to be replaced with "the company auditor appointed by the board of company auditors".

With regard to the application of provisions of paragraphs (1) through (3) in a company with audit and supervisory committee, the term "company auditor" in paragraph (1) is deemed to be replaced with "audit and supervisory committee", the phrase "all company auditors if there are two or more company auditors" in paragraph (2) is deemed to be replaced with "audit and supervisory committee members", and the phrase "company auditor (or, if there are two or more company auditors, the company auditor appointed by the company auditors from among themselves)" in paragraph (3) is deemed to be replaced with "audit and supervisory committee members appointed by the audit and supervisory committee" respectively.

For the purpose of the application of the provisions of paragraph (1) through paragraph (3) to a company with nominating committee, etc., the term "a company auditor" in paragraph (1) is deemed to be replaced with "an audit committee", the phrase "company auditors if there are two or more company auditors" in paragraph (2) is deemed to be replaced with "committee members of the audit committee", and the phrase "company auditor (or, in cases where there are two or more company auditors, the company auditor appointed by the company auditors from among themselves)" in paragraph (3) is deemed to be replaced with "committee member appointed by the audit committee".

Notwithstanding the provisions of Article 309, paragraph (1), resolutions at shareholders meetings for the election or dismissal of officers must be passed by the majority (if a higher proportion is provided for in the articles of incorporation, the proportion or more) of the votes of the shareholders present at the meeting where the shareholders holding the majority of the votes (if a proportion of one third or more is provided for in the articles of incorporation, the proportion or more) of the shareholders entitled to vote are present.

If the purpose of the shareholders meeting is the election of two or more directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors; hereinafter the same applies in this Article), the shareholders (limited to the shareholders entitled to vote with respect to the election of the directors; hereinafter the same applies in this Article) may request the stock company that the directors be elected pursuant to the provisions of paragraph (3) through paragraph (5), except as otherwise provided in the articles of incorporation.

The request under the provisions of the preceding paragraph must be made no later than five days prior to the day of the shareholders meeting referred to in that paragraph.

Notwithstanding the provisions of Article 308, paragraph (1), if a request is made pursuant to the provisions of paragraph (1), a shareholder is entitled to relevant number of votes as is equal to the number of the directors to be elected in relevant shareholders meeting for each one share the shareholder holds (or, if the share unit is provided for in the articles of incorporation, for each one unit of the shares the shareholder holds) with respect to the resolution of the election of the directors. In these cases, the shareholder may exercise the shareholder's votes by casting votes for only one candidate or for two or more candidates.

In the case provided for in the preceding paragraph, the directors are to be elected in the order of the votes obtained by respective candidates.

Beyond what is specified in the preceding two paragraphs, necessary matters regarding the election of directors if a request has been made pursuant to the provisions of paragraph (1) are prescribed by Ministry of Justice Order.

The provisions of the preceding Article do not apply to resolutions for the dismissal of the directors elected pursuant to the provisions of the preceding three paragraphs.

A director who is an audit and supervisory committee member may state their opinions on the election or dismissal, or resignation of directors who are audit and supervisory committee members.

A person who has resigned as a director who is an audit and supervisory committee member may attend the first shareholders meeting called after the resignation and state the fact of the resignation and the reason thereof.

Directors must notify the person under the preceding paragraph of the fact that the shareholders meeting under the same paragraph is to be called, and of the matters set forth in Article 298, paragraph (1), item (i).

An audit and supervisory committee member appointed by the audit and supervisory committee may state the opinions of the audit and supervisory committee on the election, dismissal, or resignation of directors other than directors who are audit and supervisory committee members at the shareholders meeting.

If a company auditor is in office, directors must obtain the consent of the company auditor (or, if there are two or more company auditors, the majority of the company auditors) in order to submit a proposal for the election of a company auditor to the shareholders meeting.

The company auditor may request the directors that they include the election of the company auditor in the purpose of the shareholders meeting, or they submit a proposal regarding the election of company auditor to the shareholders meeting.

For the purpose of the application of the preceding two paragraphs to a company with board of company auditors, the phrase "company auditor (or, if there are two or more company auditors, the majority of the company auditors)" in paragraph (1) is deemed to be replaced with as "board of company auditors", and the term "company auditor may" in the preceding paragraph is deemed to be replaced with as "board of company auditors may".

The provisions of Article 341 do not apply to resolutions for the dismissal of company auditors.

At a company with company auditor, content of proposals on election and dismissal of a financial auditor and the refusal to reelect the financial auditor to be submitted to the shareholders meeting is determined by the company auditor.

With regard to the application of provisions of the preceding paragraph to cases where there are two or more company auditors, the phrase "by the company auditor" in the same paragraph is deemed to be replaced with "by a majority of company auditors".

For the purpose of the application of paragraph (1) to a company with board of company auditors, the term "company auditor" in the same paragraph is deemed to be replaced with as "board of company auditors".

If there is an audit and supervisory committee, directors must obtain the consent of the audit and supervisory committee in order to submit proposals to the shareholders meeting on the election of directors who are audit and supervisory committee members.

The Audit and supervisory committee may request directors to set the election of directors who are audit and supervisory committee members as the purpose of the shareholders meeting or to submit proposals to the shareholders meeting on the election of directors who are audit and supervisory committee members.

The provisions of Article 341 do not apply to the resolution of dismissal of directors who are audit and supervisory committee members.

Accounting advisors may state their opinions on the election or dismissal, or resignation of accounting advisors at the shareholders meeting.

A person who has resigned as an accounting advisor may attend the first shareholders meeting called after the resignation and state the effect of the resignation and the reason thereof.

Directors must notify the person under the preceding paragraph of the fact that the shareholders meeting under that paragraph is to be called, and of the matters set forth in Article 298, paragraph (1), item (i).

The provisions of paragraph (1) apply mutatis mutandis to a company auditor, and the provisions of the preceding two paragraphs apply mutatis mutandis to a person who resigned as the company auditor, respectively. In these cases, the term "accounting advisors" in paragraph (1) is deemed to be replaced with as "company auditors".

The provisions of paragraph (1) apply mutatis mutandis to a financial auditor, and the provisions of paragraph (2) and paragraph (3) apply mutatis mutandis to a person who resigned as the financial auditor and a person dismissed as the financial auditor pursuant to the provisions of Article 340, paragraph (1), respectively. In these cases, the phrase "on the election or dismissal, or resignation of accounting advisors at the shareholders meeting" in paragraph (1) is deemed to be replaced with "on the election, dismissal or refusal of reelection, or resignation of accounting financial auditors, by attending the shareholders meeting", in paragraph (2), the phrase "after the resignation" is deemed to be replaced with "after the dismissal or resignation", and the phrase "the fact of the resignation and the reason thereof" is deemed to be replaced with "the fact of the resignation and the reason thereof, or opinions on the dismissal".

Where there are no officers (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors, or accounting advisors; hereinafter the same applies in this Article) in office, or where there is a vacancy which results in a shortfall in the number of officers prescribed in this Act or articles of incorporation, an officer who retired from office due to expiration of the officer's term of office or resignation continues to have the rights and obligations of an officer until a newly elected officer (including a person who is to temporarily perform the duties of an officer under the following paragraph) assumes office.

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

If the court has appointed a person who is to temporarily perform the duties of an officer under the preceding paragraph, the court may prescribe the amount of the remuneration that the stock company pays to that person.

Where there are no financial auditors in office, or where there is a vacancy which results in a shortfall in the number of financial auditors prescribed in the articles of incorporation, if a financial auditor is not elected without delay, the company auditor must appoint a person who is to temporarily perform the duties of a financial auditor.

The provisions of Article 337 and Article 340 apply mutatis mutandis the person who is to temporarily perform the duties of a financial auditor under the preceding paragraph.

For the purpose of the application of the provisions of paragraph (4) to a company with board of company auditors, the term "company auditor" in that paragraph is deemed to be replaced with "board of company auditors".

With regard to application of the provisions of paragraph (4) to a company with audit and supervisory committee, the term "company auditors" in the same paragraph is deemed to be replaced with audit and supervisory committee".

For the purpose of the application of the provisions of paragraph (4) to a company with nominating committee, etc., the term "company auditor" in that paragraph is deemed to be replaced with "audit committee".

For the purpose of the application of the provisions of Article 329 (1), Article 332, paragraph (1), Article 339, paragraph (1), Article 341, and Article 344-2, paragraphs (1) and (2) to the cases where it issues shares of a class for which there is the provisions with respect to the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors)),the term "shareholders meeting" in Article 329, paragraph (1) is deemed to be replaced with "shareholders meeting (or, for directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors; hereinafter the same applies in this paragraph), general meeting of class shareholders constituted by the class shareholders of each class of shares in accordance with the applicable provisions of the articles of incorporation on the matters prescribed in Article 108, paragraph (2), item (ix))";the phrase "by a resolution at a shareholders meeting" in Article 332, paragraph (1) and Article 339, paragraph (1) is deemed to be replaced with "by a resolution at a shareholders meeting (or, for directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors) elected pursuant to the provisions of Article 41, paragraph (1), or at an organizational meeting of class shareholders under Article 90, paragraph (1) or a general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1), general meeting of class shareholders constituted by the class shareholders of shares of the class relating to the election of relevant director (or shareholders meeting if it is otherwise provided in the articles of incorporation, or if, before the expiration of the term of office of relevant director, there are no longer any shareholders entitled to exercise votes at relevant general meeting of class shareholders))"; the phrase "Article 309, paragraph (1)" in Article 341 is deemed to be replaced with "Article 309, paragraph (1) and Article 324"; and the term "shareholders meeting" in Article 341 is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders under Article 329, paragraph (1) and Article 339, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1))"; and the term "shareholders meeting" in Article 344-2, paragraphs (1) and (2) is deemed to be replaced with "general meeting of class shareholders set forth in Article 329, paragraph (1) as applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1)".

For the purpose of the application of the provisions of Article 329, paragraph (1), Article 339, paragraph (1), Article 341 and Article 343, paragraph (1) and (2) to the cases where it issues shares of a class for which there is the provisions with respect to the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to company auditors), the term "shareholders meeting" in Article 329, paragraph (1) is deemed to be replaced with "shareholders meeting (or, for company auditors, general meeting of class shareholders constituted by the class shareholders of each class of shares in accordance with the applicable provisions of the articles of incorporation on the matters prescribed in Article 108, paragraph (2), item (ix))"; the term "the shareholders meeting" in Article 339, paragraph (1) is deemed to be replaced with "shareholders meeting (or, for company auditors elected pursuant to the provisions of Article 41, paragraph (1) applied mutatis mutandis under paragraph (3) of that Article, or at an organizational meeting of class shareholders under Article 90, paragraph (1) applied mutatis mutandis under paragraph (2) of that Article or at a general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2), general meeting of class shareholders constituted by the class shareholders of shares of the class relating to the election of relevant company auditor (or shareholders meeting if it is otherwise provided in the articles of incorporation, or if, before the expiration of the term of office of relevant company auditor, there are no longer any shareholders entitled to exercise votes at relevant general meeting of class shareholders))"; the phrase "Article 309, paragraph (1)" in Article 341 is deemed to be replaced with "Article 309, paragraph (1) and Article 324"; the term "shareholders meeting" in Article 341 is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2))" ; and the term "shareholders meeting" in Article 343, paragraphs (1) and (2) is deemed to be replaced with "general meeting of class shareholders under Article 329, paragraph (1) applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2)".