Japanese Model Articles of Association Part 4

PART 4　　Directors and representative Directors

(Number of Directors)

The number of Directors of the Company shall not be less than one.

(Election of Directors)

A Director of the Company shall be elected by a resolution of a shareholders meeting.

(2) Resolutions for the election of a Director shall be made by the majority of the votes of the shareholders present at the meeting where the shareholders holding a proportion of one third or more votes of the shareholders entitled to exercise their votes are present.

(3) No cumulative voting shall be used for the election of Directors.

(Directors’ Terms of Office)

Directors’ terms of office shall continue until the conclusion of the annual shareholders meeting for the last business year which ends within ten years from the time of their election.

(2) The term of office of the Director who is elected as a substitute or due to an increase in the fixed number shall be the remaining term of office of the predecessor or the current Director.

(Representative Director and Directors to post with operational responsibilities)

In cases where there is more than one Director, Directors shall elect a member of the Directors as its President and representative Directors.

(2) The President shall represent and supervise the Company.

(3) The Company may elect, if necessary, one or more Vice Presidents, Managing Directors, Senior Managing Directors from among its Directors.

(Remuneration and retirement benefit)

Remuneration and retirement benefit paid to Directors as compensation for their executing their duties shall be set by resolution of the general meeting of shareholders.