The provisions of Article 105-5, paragraph (3) apply mutatis mutandis if a specified incorporated financial instruments exchange which is a company with a board of company auditors or a company with supervisory committee reaches a decision on the contents of proposals regarding the appointment and dismissal of directors to be submitted to the shareholders at a shareholders meeting.
第百五条の五第三項の規定は、監査役会設置会社又は監査等委員会設置会社である特定株式会社金融商品取引所が株主総会に提出する取締役の選任及び解任に関する議案の内容を決定する場合について準用する。
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(Organization)
The resolution referred to in the preceding paragraph is adopted by a majority (or, if a higher proportion is provided for in the articles of incorporation, at least such a proportion) of the…
前項の決議は、議決に加わることができる取締役の過半数（これを上回る割合を定款で定めた場合にあつては、その割合以上）が出席し、その過半数（これを上回る割合を定款で定めた場合にあつては、その割合以上）で、かつ、出席した社外取締役の過半数をもつて行う。
Open this provisionspecified incorporated financial instruments exchange
「特定株式会社金融商品取引所」
An incorporated financial instruments exchange (株式会社金融商品取引所) that has set up a self-regulation committee (自主規制委員会), which decides matters of the exchange's self-regulatory business (自主規制業務).
Short name set inArticle 105-4, paragraph (2)· applies only in this division
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.