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.
指名委員会等の決議は、議決に加わることができるその委員の過半数（これを上回る割合を取締役会で定めた場合にあっては、その割合以上）が出席し、その過半数（これを上回る割合を取締役会で定めた場合にあっては、その割合以上）をもって行う。
Committee members with a special interest in the resolution under the preceding paragraph may not participate in the vote.
前項の決議について特別の利害関係を有する委員は、議決に加わることができない。
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.
指名委員会等の議事については、法務省令で定めるところにより、議事録を作成し、議事録が書面をもって作成されているときは、出席した委員は、これに署名し、又は記名押印しなければならない。
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.
Read this with the articles around it
nominating committees, etc.machine translation
「指名委員会等」
The three committees of a company with nominating committee, etc.: its nominating committee, audit committee and remuneration committee.
Short name set inArticle 2, paragraph (1), item (xii)
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
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.