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.
指名委員会、監査委員会又は報酬委員会の各委員会（以下この条、次条及び第九百十一条第三項第二十三号ロにおいて単に「各委員会」という。）は、委員三人以上で組織する。
The committee members of each committee are appointed from among the directors by a resolution at the board of directors meeting.
各委員会の委員は、取締役の中から、取締役会の決議によって選定する。
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..
監査委員会の委員（以下「監査委員」という。）は、指名委員会等設置会社若しくはその子会社の執行役若しくは業務執行取締役又は指名委員会等設置会社の子会社の会計参与（会計参与が法人であるときは、その職務を行うべき社員）若しくは支配人その他の使用人を兼ねることができない。
Read this with the articles around it
(Appointment of Committee Members)
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…
指名委員会、監査委員会又は報酬委員会の各委員会（以下この条、次条及び第九百十一条第三項第二十三号ロにおいて単に「各委員会」という。）は、委員三人以上で組織する。
Open this provision(Removal of Committee Members)
The committee members of each committee may be removed at any time by a resolution at the board of directors meeting.
各委員会の委員は、いつでも、取締役会の決議によって解職することができる。
Open this provision(Registration of Incorporation of a Stock Company)
if the stock company is a company with nominating committee, etc., a statement to that effect and the following matters:
指名委員会等設置会社であるときは、その旨及び次に掲げる事項
Open this provisionsubsidiary company
「子会社」
A stock company in which a company holds a majority of the votes, or any other corporation whose management a company controls, as set out by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (iii)· applies throughout the law
company with nominating committee, etc.machine translation
「指名委員会等設置会社」
A stock company with a nominating committee, an audit committee and a remuneration committee, each made up of directors.
Defined inArticle 2, paragraph (1), item (xii)· applies throughout the law
outside director
「社外取締役」
A director of a stock company who meets all the independence requirements in Article 2, item (xv), such as not running, and not having run in the previous ten years, the business of the company or its subsidiaries.
Defined inArticle 2, paragraph (1), item (xv)· applies throughout the law
executive director
「業務執行取締役」
A director who runs a stock company's business: the representative director, any director chosen by the board to execute its business under Article 363, paragraph (1), and any other director who has in fact executed its business.
Defined inArticle 2, paragraph (1), item (xv), (a)
each committee
「各委員会」
In Articles 400 and 401 and Article 911, paragraph (3), item (xxiii)(b), each of a company's nominating committee, audit committee and compensation committee, each of which must have at least three members.
Short name set inArticle 400, paragraph (1)· applies only in this article and in Article 401; and Article 911, paragraph (3), item (xxiii), (b)
audit committee member
「監査委員」
A member of the audit committee of a company with nominating committee, etc., who may not at the same time be an executive officer or executive director of the company or its subsidiaries.
Short name set inArticle 400, paragraph (4)
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.
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.