Daiwa Securities Group Inc
18 May 2006
5/18/06
Press Release
Daiwa Securities Group Inc.
Notice regarding partial amendments of the Articles of Incorporation
Attention
This document is an unofficial translation of a press release announced on May
18, 2006, by Daiwa Securities Group Inc. The original press release is in
Japanese.
Daiwa Securities Group Inc. (hereinafter, the 'Company') resolved at a meeting
of its Board of Directors held today to propose an agenda asking for
authorization to execute partial amendments of the Articles of Incorporation as
outlined below. The proposal will be made at the Company's 69th Ordinary General
Meeting of Shareholders to be held on June 24, 2006.
1. Reasons for Amendments
(1) Upon the enactment of the Corporation Law (Law No. 86, 2005), Corporation
Law Enforcement Regulations (Article 12 of Ministerial Ordinance, 2006), and
Corporation Accounting Regulations (Article 13 of Ministerial Ordinance, 2006),
the Company will propose to amend a part of the Articles of Incorporation for
the following reasons.
a ) A proposed amendment of Article 16 (Disclosure of Reference Documents for
General Meeting of Shareholders through the Internet) will be newly added in
order to enable a variety of the methods of disclosure to shareholders of
information for the General Meeting of Shareholders.
b ) A proposed amendment of Paragraph 2 of Article 25 (Method of Resolutions)
will be newly established to the effect that a resolution is deemed to be
adopted by the directors' approval in either written or electronic methods in
order to effectively operate the meeting of the Board of Directors'.
c ) A proposed amendment of Article 45 (Record Date for Dividends from Surplus)
will be newly established in order to pay the dividend distributions to
shareholders in a timely manner.
d ) Upon the enactment of the 'Act for Amendments of Relevant Laws upon
Enforcement of the Corporation Law' (2005 Law No.87) of Japan, with reflecting
certain matters to be deemed included in the Articles of Incorporation, it is
proposed that Article 6, 19 and 39 to be newly defined and to amend Article 10
and Article 41 of the current Article of Incorporation (Article 11 and Article
44 of the proposed amendments).
e ) Other than the-above-mentioned issues, it is proposed that all the relevant
matters including clarifying the Rights pertaining to shares constituting less
than one unit (Article 8 of the proposed amendments) will be amended.
(2) Upon enactment of 'Act for Amendments of a part of Commercial Code, etc for
an introduction of electronic public notices' (Law No. 87, 2004) on February 1,
2005, and based on increase of recognition of electronic public notice,
considering improvement of convenience for access of public notices and
reduction of expenses for public notices, a proposed amendment will change the
method of public notices of the Company to electronic public notices and
describe measures in case the Company is unable to give an electronic public
notice because of an accident or any other unavoidable reason (Article 4 of the
proposed amendments).
2. Contents of Amendment
Proposed amendments are as follows.
Current Articles of Incorporation Proposed Amendments
ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION
CHAPTER I CHAPTER I
GENERAL PROVISION GENERAL PROVISION
(Corporate Name) (Corporate Name)
Article 1. The Company shall be called Article 1. (Not amended)
'Kabushiki Kaisha Daiwa Shoken Group
Honsha.'
2. It shall be translated into English 2. (Not amended)
as 'Daiwa Securities Group Inc.'
(Purposes) (Purposes)
Article 2. The purposes of the Company Article 2. The purposes of the
shall be to hold shares of companies Company shall be to hold shares or
engaging in the following business and equity interests of companies
shares of foreign companies engaging in engaging in the following business
the business equivalent thereto, and and shares or equity interests of
thereby control and manage the business foreign companies engaging in the
activity of these companies: business equivalent thereto, and
thereby control and manage the
business activity of these companies:
(1) To do securities business as (1) (Not amended)
provided for under the Securities and
Exchange Law;
(2) To do investment trust entrustment (2) (Not amended)
business as provided for under the Law
Concerning Investment Trusts and
Investment Companies;
(3) To do the business of asset (3) (Not amended)
management for investment companies and
asset custodial companies as provided
for under the Law Concerning Investment
Trusts and Investment Companies;
(4) To conduct investment advisory (4) (Not amended)
business or business relating to a
discretionary investment advisory
agreement, as provided for under the Law
Concerning Regulations etc. of
Investment Advisory Business Relating to
Securities;
(5) To do business relating to finance (5) (Not amended)
including, but not limited to, banking
business as provided for under the
Banking Law, in addition to the business
in each of the foregoing paragraphs;
(6) To do research and investigation (6) (Not amended)
into economies and financial and capital
markets in domestic and foreign markets,
and to be entrusted with such research
and investigation;
(7) To be entrusted with calculation (7) (Not amended)
service by using a computer;
(8) To develop and sell software; (8) (Not amended)
(9) To do the business of sale, purchase (9) (Not amended)
and lease of real estate and their
brokerage;
(10) To do trust business as provided (10) (Not amended)
for under the Trust Business Law;
(11) To do the business of offering life (11) (Not amended)
insurance contracts and to engage in the
non-life insurance agency business;
(12) To do securities handling and (12) (Not amended)
administration business;
(13) To do business relating to (13) (Not amended)
publishing, advertisement agency,
broadcasting, and other information
services; and
(14) To do business relating to (14) (Not amended)
education and culture.
2. The Company can engage in any and all 2. (Not amended)
business incidental or relating to any
of the business in the foregoing
paragraph.
(Location of Head Office) (Location of Head Office)
Article 3. The head office of the Article 3. (Not amended)
Company shall be located in Chiyoda-ku,
Tokyo.
(Method of Public Notices) (Method of Public Notices)
Article 4. All public notices of the Article 4. The method of public
Company shall be given in The Nihon notices of the Company shall be
Keizai Shimbun generally circulated in electronic public notices; provided
Tokyo. that if the Company is unable to give
an electronic public notice because
of an accident or any other
unavoidable reason, public notices of
the Company may be given in the Nihon
Keizai Shimbun.
(Company with Committee)
Article 5. As a company with committees, (Deleted)
as such is provided for under the Law
for Special Exceptions to the Commercial
Code concerning Audits, etc. of
Corporations (hereinafter, 'The Law for
Special Exceptions to the Commercial
Code') , the Company shall be subject to
the special exceptions provided for
under Chapter 2, Paragraph 4 of The Law
for Special Exceptions to the Commercial
Code.
CHAPTER II CHAPTER II
SHARES SHARES
(Total Number of Shares authorized to be (Total authorized shares)
issued by the Company)
Article 6. Total number of Shares Article 5. The total shares
authorized to be issued by the Company authorized to be issued by the
shall be four billion (4,000,000,000) Company shall be four billion
shares; provided that if shares are (4,000,000,000) shares.
cancelled, the total number of Shares
shall be decreased by the relevant
numbers corresponding thereto.
(Repurchase of the Company's Shares)
Article 7. Pursuant to the provisions of (Deleted)
Item 2, Clause 1, Article 211-3 of the
Commercial Code, the Company may
repurchase its own shares through the
adoption of a resolution by its Board of
Directors.
(New) (Issue of share certificates)
Article 6. The Company shall issue
share certificates for its shares.
(Number of Shares Constituting One Unit (Number of Shares Constituting One
of Shares and Non-issuance of Share Unit of Shares and Non-issuance of
Certificate representing less than One Share Certificate representing less
Unit ('Tangen') than One Unit ('Tangen'))
Article 8. With respect to shares of the Article7. (Not amended)
Company, one thousand (1,000) shares
shall constitute one unit('Tangen').
2. The Company shall not issue share 2. Notwithstanding the provisions of
certificates representing 'shares the preceding Article, the Company
constituting less than one unit shall not issue share certificates
('Tangen-miman-Kabu')'; provided that representing 'shares constituting
the foregoing shall not apply if the less than one unit
Share Handling Regulations provides ('Tangen-miman-Kabu')'; provided that
otherwise. the foregoing shall not apply if the
Share Handling Regulations provides
otherwise.
(New) (Rights pertaining to shares
constituting less than one unit)
Article 8. Any shareholder of the
Company (including any beneficial
owner of shares of the Company; the
same applies hereinafter) shall not
exercise any right pertaining to
shares which do not constitute a unit
of the shares he/she has except for
the following rights:
(1) a request for the repurchase of
shares constituting less than one
unit and other rights granted by the
items listed in Article 189,
Paragraph 2 of the Corporation Law.
(2) a right to make a request
pursuant to Article 166, Paragraph 1
of the Corporation Law.
(3) a right to be allotted offered
shares of offered stock acquisition
rights in proportion to the number of
shares owned by a shareholder.
(4) a right to make a request
pursuant to the following Article.
(New) (Request to Buy up to One Unit of
Shares)
Article 9. A shareholder holding
shares constituting less than one
unit may request the Company to sell
to the shareholder such amount of
shares which will, when added
together with the shares constituting
less than one unit, constitute one
unit.
(Share Handling Regulations) (Share Handling Regulations)
Article 9. All procedures and Article 10. The business relating to
formalities relating to the shares of shares of the Company shall, except
the Company, including but not limited as provided in the applicable
to the denominations of share provisions set forth herein or any
certificates, registration of transfer applicable laws, be governed by the
of shares shall be subject to the Share Handling Regulations certified
provisions set forth in the Share by the Board of Directors.
Handling Regulations established by the
Board of Directors, as well as the
applicable provisions set forth herein.
(Transfer Agent) (Administrator of the Company's
Shareholders' Register)
Article 10. The Company shall have a Article 11. The Company shall have an
Share Transfer Agent. The Share Transfer Administrator of the Company's
Agent shall undertake and handle the Shareholders' Register.
registration of transfer of shares and
all other business relating to the
Company's shares for and on behalf of
the Company.
(New) 2. The Company shall cause the
Administrator of the Company's
Shareholders' Register to handle the
business relating to the Register of
Shareholders (including the Register
of Beneficial Shareholders; the same
applies hereinafter), the Register of
Stock Acquisition Rights, and the
Register of Lost Share Certificate of
the Company, and the Company shall
not handle the above business
directly.
2. The Shareholders Register (including 3. The Register of Shareholders, the
Register of Beneficial Shareholders; the Register of Stock Acquisition Rights
same being applicable hereafter) and the and the Register of Lost Share
Register of Lost Share Certificates of Certificate of the Company shall be
the Company shall be kept at the office kept at the office of the
of the Share Transfer Agent where he Administrator of the Company's
shall perform his duties as such. Shareholders' Register where it shall
perform its duties as such.
3. Such Share Transfer Agent and his 4. Such Administrator of the
particular office or offices where he Company's Shareholders' Register and
shall perform his duties as such shall its particular office or offices
be appointed or designated by an where it shall perform its duties as
Executive Officer and public notice such shall be appointed or designated
thereof shall be given. by the Executive Officer and public
notice thereof shall be given
accordingly.
(Registration of Names, Addresses and (Registration of Names, Addresses and
Seal Impressions, etc.) Seal Impressions, etc.)
Article 11. Shareholders (including Article 12. Shareholders (including
beneficial shareholders; the same being beneficial shareholders; the same
applicable hereafter) and their being applicable hereafter) and their
registered or logged pledgees or their registered or logged pledgees or
legal representatives shall register their legal representatives shall
their names, addresses and seal register their names, addresses and
impressions with the Company's Share seal impressions with the
Transfer Agent. Administrator of the Company's
Shareholders' Register.
2. In the event any person referred to 2. In the event any person referred
in the preceding paragraph resides to in the preceding paragraph resides
abroad, he shall designate his temporary abroad, he shall designate his
address in Japan or appoint a resident temporary address in Japan or appoint
agent in Japan and notify the Share a resident agent in Japan and notify
Transfer Agent of such designation or the Administrator of the Company's
appointment. Shareholders' Register of such
designation or appointment.
3. Any and all subsequent changes in any 3. (Not amended)
of the matters registered or notified
pursuant to either of the preceding two
paragraphs shall also require
registration or notification.
(Request to Buy up to One Unit of
Shares)
Article 12. Shareholders who own shares (Deleted)
constituting less than one unit of
shares (' Tangen-miman-Kabu'), may
request the Company to sell up to the
number of shares which will meet the
requirement of a unit in addition to
such shares owned by such shareholders.
(Record Date)
Article 13. The Company shall deem those (Deleted)
shareholders whose names appear or are
logged in the Shareholders Register at
the close of business on the 31st day of
March each year as shareholders entitled
to attend and exercise their rights at
the Ordinary General Meeting of
Shareholders.
2. Pursuant to the preceding paragraph, (Deleted)
the Company may, from time to time
whenever deemed necessary, fix a certain
date by a decision of an Executive
Officer and upon giving public notice
deem those shareholders and their
registered pledgees whose names appear
or are logged in the Shareholders
Register on that day as Shareholder and
their pledgees entitled to exercise
appropriate rights.
CHAPTER III CHAPTER III
GENERAL MEETINGS OF SHAREHOLDERS GENERAL MEETINGS OF SHAREHOLDERS
(Ordinary General Meeting and (Ordinary General Meeting and
Extraordinary General Meeting) Extraordinary General Meeting)
Article 14. An Ordinary General Meeting Article 13 An Ordinary General
of Shareholders of the Company shall be Meeting of Shareholders of the
convened and held within three (3) Company shall be convened and held
months after the end of each fiscal within three (3) months after the day
year, and an Extraordinary General following the end of each business
Meeting of Shareholders may be convened year, and an Extraordinary General
whenever necessary. Meeting of Shareholders may be
convened whenever necessary.
(New) (Record Date of Ordinary General
Meeting of Shareholders)
Article 14. The Company shall deem
those shareholders whose names appear
or are logged in the Shareholders
Register on 31 March of each year as
shareholders entitled to attend and
exercise their rights at the Ordinary
General Meeting of Shareholders.
(Chairman of Meetings) (Chairman of Meetings)
Article 15. The President and Executive Article 15. The Director who is
Officer shall convene General Meeting of concurrently in office as the
Shareholders upon resolutions of the President and Executive Officer shall
meetings of the Board of Directors and convene a General Meeting of
shall act as chairman thereat. Shareholders upon resolutions of the
meetings of the Board of Directors
and shall act as chairman thereat.
2 . In the event that the office of the 2. In the event that the Director who
President and Executive Officer is is concurrently in office as the
vacant or he fails or is unable to act, President and Executive Officer is
one of the other Executive Officers vacant or he/she fails or is unable
shall act in his place in accordance to act, one of the other Directors
with the order fixed in advance by the shall act in his/her place in
Board of Directors. accordance with the order fixed in
advance by the Board of Directors.
(New) (Disclosure of Reference Documents
for General Meeting of Shareholders,
Etc. through the Internet)
Article 16. Upon convening a General
Meeting of Shareholders, it may be
deemed that the Company has provided
shareholders with necessary
information that should be described
or indicated in reference documents
for the General Meeting of
Shareholders, business reports,
non-consolidated financial
statements, and consolidated
financial statements, on condition
that such information is disclosed
through the Internet in accordance
with the Ministry of Justice
Ordinance.
(How to Adopt Resolutions) (How to Adopt Resolutions)
Article 16. Unless otherwise provided by Article 17. Unless otherwise provided
law or by these Articles of by law or by these Articles of
Incorporation, all resolutions at a Incorporation, all resolutions at a
General Meeting of Shareholders shall be General Meeting of Shareholders shall
adopted by a majority of the voting be adopted by a majority of the
rights of the shareholders present or voting rights of the attending
represented at the Meeting. shareholders who are entitled to
exercise their voting rights.
2. Resolutions set forth in Article 343 2. Resolutions set forth in Article
of the Commercial Code shall be made by 309, Paragraph 2 of the Corporation
a vote of two-third (2/3) or more of the Law shall be made by a vote of
voting rights owned by shareholders two-thirds (2/3) or more of the
representing one-third (1/3) or more of voting rights owned by the attending
the total number of voting rights. shareholders who hold one-third (1/3)
or more of the voting rights of
shareholders who are entitled to
exercise their voting rights.
(Exercise of Voting Rights by Proxy) (Exercise of Voting Rights by Proxy)
Article 17. A shareholder of the Company Article 18. A shareholder of the
may exercise his voting rights by proxy Company may exercise his voting
who shall be a shareholder of the rights by proxy who shall be one (1)
Company entitled to vote at a General person of the shareholders of the
Meeting of Shareholders. Company who is entitled to vote at a
General Meeting of Shareholders.
(Minutes of the General Meeting)
Article 18. The substance of the (Deleted)
proceedings and the results of the
General Meeting of Shareholders shall be
recorded in the minutes; and the
chairman thereat, and Directors and
Executive Officers present thereat shall
affix their names and seals to such
minutes.
CHAPTER IV CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS DIRECTORS AND BOARD OF DIRECTORS
(New) (The Board of Directors)
Article 19. The Company shall have a
Board of Directors.
(Number) (Number of the Directors)
Article 19. The Company shall have Article 20. (Not amended)
twenty (20) or less Directors.
2. A minimum of two (2) of the Directors (Deleted)
referred to in the preceding paragraph
shall be Outside Directors (as defined
under Item 7-2, Clause 2, Article 188 of
the Commercial Code; the same being
applicable hereafter).
(Method of Election) (Election of Directors)
Article 20. Directors shall be elected Article 21. Directors shall be
at a General Meeting of Shareholders. elected by a resolution at a General
Meeting of Shareholders.
2. Election referred to in the preceding 2. Election referred to in the
paragraph shall be made by a majority preceding paragraph shall be made by
vote of the voting rights owned by a majority vote of the voting rights
shareholders representing one-third (1/ owned by the attending shareholders
3) or more of the total number of voting who hold one-third (1/3) or more of
rights. the voting rights of shareholders who
are entitled to exercise their voting
rights.
3. Election of Directors shall not be 3. (Not amended)
conducted by cumulative voting.
(Term of Office) (Term of Office of Directors)
Article 21. The term of office of a Article 22. The term of office of a
Director shall expire upon conclusion of Director shall expire upon conclusion
the Ordinary General Meeting of of the Ordinary General Meeting of
Shareholders for the last fiscal year Shareholders for the last business
ending within one (1) year after his year ending within one (1) year after
assumption of the directorship. his/her election.
(Director and Chairman, and Director and (Director and Chairman, and Director
Vice Chairman) and Vice Chairman)
Article 22. The Board of Directors, by Article 23. (Amended only in Japanese
its resolution shall appoint one (1) description )
Chairman of the Board of Directors and
may appoint one or more Vice Chairman of
the Board of Directors from among its
members.
(Convocation of the Meeting of the Board (Convocation of the Meeting of the
of Directors) Board of Directors)
Article 23. A Chairman of the Board of Article 24. (Not amended)
Directors may convene a meeting of the
Board of Directors, and notice thereof
shall be given to each Director at least
three (3) days prior to the date set for
such meeting. Provided that such period
of notice may be shortened in the case
of urgency.
2. A meeting of the Board of Directors 2. (Not amended)
may be held without following the
convocation procedure if all Directors
consent thereto.
(Method of Resolutions) (Method of Resolutions)
Article 24. Resolutions at a meeting of Article 25. Resolutions at a meeting
the Board of Directors shall be adopted of the Board of Directors shall be
by a majority of the Directors present, adopted by a majority of the
the quorum being a majority of the Directors present, the quorum being a
Directors in office. majority of the Directors in office
who are entitled to vote.
(New) 2. The Company shall deem that a
resolution of the Board of Directors
has been adopted if the requirements
stipulated by Article 370 of the
Corporation Law have been fulfilled.
(Minutes of the Meeting of the Board of
Directors)
Article 25. The substance of the (Deleted)
proceedings and the results of the
meeting of the Board of Directors shall
be recorded in the minutes; and
Directors present thereat shall affix
their names and seals to such minutes.
(Regulations of the Board of Directors) (Regulations of the Board of
Directors)
Article 26.Matters concerning the Board Article 26. (Amended only in Japanese
of Directors shall be governed by the description )
Regulations of the Board of Directors
established by the Board of Directors,
unless otherwise provided by law or
these Articles of Incorporation.
(Remuneration) (Remuneration etc. for Directors)
Article 27. Remuneration to be paid to Article 27. Remuneration, bonus and
Directors shall be determined by the other profit to be paid to Directors
resolution of the Compensation by the Company as consideration for
Committee. their execution of their duties
(hereinafter 'Remuneration etc.')
shall be determined by a resolution
of the Compensation Committee.
(Exemption of Directors' Liability) (Exemption of Directors' Liability)
Article 28. Pursuant to the provisions Article 28. Pursuant to the
of Clause 12, Article 266 of the provisions of Article 426, Paragraph
Commercial Code, which applies mutatis 1 of the Corporation Law, the Company
mutandis to Clause 4, Article 21-17 of may exempt directors (including
The Law for Special Exceptions to the former directors) from liabilities
Commercial Code, the Company may exempt stipulated under Article 423,
directors (including former directors) Paragraph 1 of the Corporation Law.
from liabilities stipulated under Clause Such exemptions shall be determined
1, Article 21-17 of The Law for Special through a resolution of the Board of
Exceptions to the Commercial Code. Such Directors and shall apply only to the
exemptions shall be determined through a extent permitted by statute.
resolution of the Board of Directors and
shall apply only to the extent permitted
by statute.
2. Pursuant to the provisions of Clause 2. Pursuant to the provisions of
19, Article 266 of the Commercial Code, Article 427, Paragraph 1 of the
which applies mutatis mutandis to Clause Corporation Law, the Company may
5, Article 21-17 of The Law for Special enter into agreements with Outside
Exceptions to the Commercial Code, the Directors that limit their liability
Company may enter into agreements with for acts set forth under Article 423,
Outside Directors that limit their Paragraph 1 of the Corporation Law.
liability for acts set forth under However, the amount of such
Clause 1, Article 21-17 of The Law for exemptions from liability shall be
Special Exceptions to the Commercial the higher of the following amounts:
Code. However, the amount of such an amount defined beforehand that is
exemptions from liability shall be the in excess of ten (10) million yen; or
higher of the following amounts: an the total of the amounts stipulated
amount established beforehand that is in under the items in Article 425
excess of ten (10) million yen; or the Paragraph 1 of the Corporation Law.
total of the amounts stipulated under
the items in Clause 19, Article 266 of
the Commercial Code.
(Establishment of Committees) (Establishment of Committees)
Article 29. The Company shall establish Article 29. The Company shall have a
a Nominating Committee, an Audit Nominating Committee, an Audit
Committee, and a Compensation Committee. Committee, and a Compensation
Committee.
2. Each committee shall be composed of 2. Each committee shall be composed
three (3) or more directors, of which of three (3) or more committee
the majority shall be Outside Directors members, of which the majority shall
who are not Executive Officers of the be Outside Directors. Committee
Company. Directors who are members of members of the Auditing Committee may
the Auditing Committee may not serve not serve concurrently as Executive
concurrently as Executive Officers, Officers or Directors engaged in
managers, or other employees of the executing the operations of the
Company or any of its subsidiaries Company or any of its subsidiaries,
(including consolidated subsidiaries as or account councilors or managers or
defined under Clause 4, Article 1-2 of other employees of the subsidiaries
The Law for Special Exceptions to the of the Company.
Commercial Code), or as directors
engaged in executing the operations of
such subsidiaries.
3. Directors who make up the membership 3. Committee members of each
of each committee shall be selected by committee shall be elected by
resolution of the Board of Directors. resolution of the Board of Directors
from among the Directors.
(Authority of the Committees)
Article 30. The Nominating Committee (Deleted)
shall decide on the substance of
proposals submitted to the General
Meeting of Shareholders regarding the
election and removal of directors.
2. In addition to the following, the (Deleted)
Audit Committee shall exercise all
authority granted to it under the law.
(1) Auditing the execution of (Deleted)
operational duties by Directors and
Executive Officers.
(2) Deciding on the content of proposals (Deleted)
submitted to the General Meeting of
Shareholders regarding the election,
removal or decision not to reelect
financial auditors.
3. The Compensation Committee shall (Deleted)
determine the remuneration paid to
individual directors and Executive
Officers.
(Other Matters Relating to Committees) (Other Matters Relating to
Committees)
Article 31. Matters relating to the Article 30. Matters relating to the
authority of each committee and its authority of each committee and its
operations shall be governed by statute operations shall be governed by
and by these Articles of Incorporation, statute or by these Articles of
and the Regulations of the Board of Incorporation, and the Regulations of
Directors and of the respective the Board of Directors and of the
committees, which have been adopted by respective committees, which have
resolution of the Board of Directors and been adopted by resolution of the
committees, respectively. Board of Directors and committees,
respectively.
CHAPTER V CHAPTER V
EXECUTIVE OFFICERS EXECUTIVE OFFICERS
(Number) (Number of Executive Officers)
Article 32. The Company shall have Article 31. (Not amended)
thirty (30) or less Executive Officers
(Election and Removal of Executive (Election and Removal of Executive
Officers) Officers)
Article 33. Executive Officers shall be Article 32. (Amended only in Japanese
elected and removed by resolution of the description)
Board of Directors.
(Relationships Among Executive Officers) (Relationships Among Executive
Officers)
Article 34. When there are a number of Article 33. When there are two (2) or
Executive Officers, matters concerning more of Executive Officers, matters
relationships among such officers, concerning relationships among such
including divisions of operational officers, including divisions of
responsibility and reporting lines, operational responsibility and
shall be determined by resolution of the reporting lines, shall be determined
Board of Directors. by resolution of the Board of
Directors.
(Terms of Office of Executive Officers) (Terms of Office of Executive
Officers)
Article 35. The terms of office of Article 34. The terms of office of
Executive Officers shall expire upon Executive Officers shall expire upon
conclusion of the first meeting of the conclusion of the first meeting of
Board of Directors that is convened the Board of Directors that is
following the conclusion of the Ordinary convened following the conclusion of
General Meeting of Shareholders for the the Ordinary General Meeting of
last fiscal year ending one (1) year Shareholders for the last business
after his assumption of office. year ending within one (1) year after
his/her election.
(Representative Executive Officers) (Representative Executive Officers)
Article 36. Executive Officers with the Article 35. (Amended only in Japanese
Authority to represent the Company shall description)
be appointed by resolution of the Board
of Directors.
(Senior Executive Officers) (Senior Executive Officers)
Article 37. The Board of Directors, by Article 36. (Amended only in Japanese
its resolution shall appoint One description)
President and may appoint one or more
Executive Deputy President, Senior
Managing Director and Managing Director
from among Executive Officers.
(Remuneration) (Remuneration etc. for Executive
Officers)
Article 38. Remuneration to be paid to Article 37. Remuneration etc. to be
Executive Officers shall be determined paid to Executive Officers shall be
by resolution of the Compensation determined by resolution of the
Committee. Compensation Committee.
(New) 2. In case that an Executive Officer
serves concurrently as a manager or
other employees of the Company,
Remuneration etc. for such managers
or employees shall be determined as
the same as the preceding paragraph
herein.
(Exemption of Executive Officers' (Exemption of Executive Officers'
Liability) Liability)
Article 39.In accordance with the Article 38. In accordance with the
provisions of Clause 12, Article 266 of provisions of Article 426, Paragraph
the Commercial Code, which applies 1 of the Corporation Law, the Company
mutatis mutandis to Clause 6, Article may exempt Executive Officers
21-17 of The Law for Special Exceptions (including former Executive Officers)
to the Commercial Code, the Company may from liabilities stipulated under
exempt Executive Officers (including Article 423, Paragraph 1 of the
former Executive Officers) from Corporation Law. Such exemptions
liabilities stipulated under Clause 1, shall be determined through a
Article 21-17 of The Law for Special resolution of the Board of Directors
Exceptions to the Commercial Code. Such and shall apply only to the extent
exemptions shall be determined through a permitted by statute.
resolution of the Board of Directors and
shall apply only to the extent permitted
by statute.
(New) CHAPTER VI
ACCOUNTING AUDITORS
(Accounting Auditors)
(New) Article 39. The Company shall have
Accounting Auditors.
(Election of Accounting Auditors)
(New) Article 40. Accounting Auditors shall
be elected by a resolution at a
General Meeting of Shareholders.
(Term of Accounting Auditors)
(New) Article 41. The term of office of an
Accounting Auditor shall expire upon
conclusion of the Ordinary General
Meeting of Shareholders for the last
business year ending within one (1)
year after its election.
(New) 2. Unless otherwise decided at the
Ordinary General Meeting of
Shareholders in the preceding
paragraph, an Accounting Auditor
shall be deemed to be re-elected.
(Remuneration etc. for Accounting
Auditor)
(New) Article 42. Remuneration etc. to be
paid to an Accounting Auditor shall
be determined by Executive Officers
with the Authority to represent the
Company with the consent of the
Auditing Committee.
CHAPTER VI CHAPTER VII
ACCOUNTING ACCOUNTING
(Fiscal Year) (Business Year)
Article 40. The fiscal year of the Article 43. The business year of the
Company shall begin on April 1 of each Company shall begin on April 1 of
year and end on March 31 of the each year and end on March 31 of the
following year. following year.
(Appropriation of Retained Earnings) (Dividends from Surplus)
Article 41. All retained earnings of the Article 44. The Company may determine
Company, pursuant to the provisions of the matters provided for in each item
statute, shall be appropriated as of Article 459, Paragraph 1 of the
authorized and directed by resolution of Corporation Law by a resolution of
the General Meeting of Shareholders or the Board of Directors without a
by resolution of the Board of Directors. resolution of General Meeting of
Shareholders unless otherwise
provided by law.
(Payment of Dividends) (Record Date for Dividends from
Surplus)
Article 42. Dividends, if declared on Article 45. Year-end Dividends of the
shares of the Company for any fiscal Company may be paid to shareholders
year, shall be paid to shareholders or or their registered pledgees whose
their registered pledgees whose names names appear or are logged in the
appear or are logged in the Shareholders Shareholders Register as of 31 March
Register as of the last day of such of each year.
fiscal year as their interests appear.
(New) 2. Interim Dividends of the Company
may be paid to shareholders or their
registered pledgees whose names
appear or are logged in the
Shareholders Register as of the 30
September of each year.
(New) 3. The Company may, without prejudice
to the preceding two paragraphs,
declare other record dates for
Dividends.
(Interim Dividends)
Article 43. The Company, by resolution (Deleted)
of the Board of Directors, may pay
interim dividends to shareholders or
their registered pledgees whose names
appear or are logged in the Shareholders
Register as of September 30 of each
year.
(Exemption from Payment of Dividends or (Exemption from Payment of Dividends)
Interim Dividends)
Article 44. The Company shall be Article 46. The Company shall be
released from its obligation to pay any released from its obligation to pay
dividends or interim dividends which any cash as Dividends from Surplus
have remained unclaimed for more than which has remained unclaimed for more
five (5) years after the date on which than five (5) years after the date on
the Company offered to pay the dividends which the Company offered to pay the
or interim dividends. dividends.
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