Article 344-2Consent of the Audit and Supervisory Committee to the Election of Directors Who Are Audit and Supervisory Committee Members
第三百四十四条の二（監査等委員である取締役の選任に関する監査等委員会の同意等）
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.
取締役は、監査等委員会がある場合において、監査等委員である取締役の選任に関する議案を株主総会に提出するには、監査等委員会の同意を得なければならない。
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.
監査等委員会は、取締役に対し、監査等委員である取締役の選任を株主総会の目的とすること又は監査等委員である取締役の選任に関する議案を株主総会に提出することを請求することができる。
The provisions of Article 341 do not apply to the resolution of dismissal of directors who are audit and supervisory committee members.
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audit and supervisory committee membermachine translation
「監査等委員」
A member of the audit and supervisory committee of a company with audit and supervisory committee.
Defined inArticle 38, paragraph (2)
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.