①Company 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.

②The 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.

③The 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.

④Notwithstanding 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:

①A financial auditor must be a certified public accountant or an audit corporation.

②An 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.

③The following persons may not act as financial auditors:

①A 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.

②Unless 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.

③Notwithstanding 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.

①Officers and financial auditors may be dismissed at any time by a resolution at a shareholders meeting.

②A 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.

①The company auditor may dismiss a financial auditor if that financial auditor:

②Dismissals 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.

③If 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.

④For 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".

⑤With 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.

⑥For 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.

①If 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.

②The 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.

③Notwithstanding 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.

④In the case provided for in the preceding paragraph, the directors are to be elected in the order of the votes obtained by respective candidates.

⑤Beyond 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.

⑥The 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.

①A 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.

②A 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.

③Directors 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).

④An 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.