①Board of directors is composed of all directors.

②Board of directors performs the following duties:

③Board of directors must appoint representative directors from among the directors.

④Board of directors may not delegate the decision on the execution of important operations such as the following matters to directors:

⑤In cases of a company with board of directors that is a large company, the board of directors must decide the matters set forth in item (vi) of the preceding paragraph.

①The following directors execute the operations of a company with board of directors:

②The directors set forth in each item of the preceding paragraph must report the status of the execution of the director's duties to the board of directors at least once every three months.

In the case provided for in Article 353, except when there is designation by a shareholders meeting pursuant to the provisions of that Article, the board of directors may designate a person to represent the company with board of directors with respect to the actions under that Article.

①For the purpose of the application of the provisions of Article 356 to a company with board of directors, the term "shareholders meeting" in paragraph (1) of that Article is deemed to be replaced with "board of directors".

②At a company with board of directors, a director who has engaged in transactions under each item of Article 356, paragraph (1) must report the material facts with respect to relevant transaction to the board of directors without delay after that transaction.

①A board of directors meetings is called by any director; provided, however, that, if the director to call the board of directors meetings is designated by the articles of incorporation or the board of directors, the director calls the meetings.

②In the case provided for in the proviso to the preceding paragraph, directors other than the director designated pursuant to the provisions of the proviso to that paragraph (referred to as "convenor" the same applies hereinafter in this Chapter.) may demand that the convenor call the board of directors meeting by indicating to the convenor the matters that are the purpose of the board of directors meeting.

③Within five days from the day of the demand made pursuant to the provisions of preceding paragraph, if a notice of calling of the board of directors meeting which designates as the day of the board of directors meeting a day falling within two weeks from the day of the demand is not dispatched, the directors who made the demand may call the board of directors meeting.

①If shareholders of a company with board of directors (excluding a company with company auditor, company with audit and supervisory committee, and company with nominating committee, etc.) recognize that a director engages, or is likely to engage, in an act outside the scope of the purpose of the company with board of directors, or other acts in violation of laws and regulations or the articles of incorporation, they may demand the calling of a board of directors meeting.

②The demand pursuant to the provisions of the preceding paragraph must be made to the directors (or to the convenor in the case provided for in the proviso to paragraph (1) of the preceding Article) by indicating the matters that are the purpose of the board of directors meeting.

③The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the cases where a demand is made pursuant to the provisions of paragraph (1).

④Shareholders who made the demand pursuant to the provisions of paragraph (1) may attend the board of directors meeting which is called pursuant to relevant demand or which they call pursuant to the provisions of paragraph (3) of the preceding Article applied mutatis mutandis under the preceding paragraph and state their opinions.

①A person who calls a board of directors meeting must dispatch the notice thereof to each director (or, for a company with company auditor, to each director and each company auditor) no later than one week (or if a shorter period of time is prescribed in the articles of incorporation, that period of time) prior to the day of the board of directors meeting.

②Notwithstanding the provisions of the preceding paragraph, the board of directors meeting may be held without the procedures of calling if the consent of all directors (or, for a company with company auditor, directors and company auditors) is obtained.

①The resolution at a board of directors meeting is passed by a majority (if a higher proportion is provided for in the articles of incorporation, that proportion or more) of the directors present at the meeting where the majority (if a higher proportion is provided for in the articles of incorporation, that proportion or more) of the directors entitled to participate in the vote are present.

②Directors with a special interest in the resolution under the preceding paragraph may not participate in the vote.

③With respect to the business of the board of directors meeting, minutes must be prepared pursuant to the provisions of Ministry of Justice Order, and if the minutes are prepared in writing, the directors and company auditors present at the meeting must sign or affix the names and seals to it.

④With respect to information recorded in an electronic or magnetic record if the minutes under the preceding paragraph have been prepared as an 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.

⑤Directors who participate in resolutions at the board of directors meeting and do not have their objections recorded in the minutes under paragraph (3) are presumed to have agreed to relevant resolutions.