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Article 26. (Number of Directors)
1. The Company shall have no less than six (6) directors.
2. The Board of Directors of the Company shall have three or more outside directors, but the number of
outside directors shall be a half or more of the total number of directors; provided, however, that, if the
number of outside directors does not, by their vacancy, constitute the requisite number, such requisite
number shall be satisfied at the first general meeting of shareholders after such cause therefor occurs.
Article 27. (Election of Directors)
1. Directors shall be elected at a general meeting of shareholders. Outside directors under Article 26 shall
be recommended by the Outside Director Nominating Committee, and a separate election shall be made
in respect of a director who will be a member of the Audit Committee other than a outside director under
Article 42-3.
2. Directors shall be elected by a majority vote of the shareholders who attend the general meeting of
shareholders; provided that such majority should be at least one fourth
of the total issued and outstanding shares.
3. If two or more Directors are elected, a shareholder may exercise only one voting rights with respect to
every single shares held and Article 382-2 of the Commercial Code shall not apply.
Article 28. (Term of Office of Director)
1.The term of office of Directors shall be three (3) years; provided, in case where such term expires before
the ordinary general meeting of shareholders for the latest
fiscal period during such term, such term shall
be extended until the closing of such meeting.
2. Directors can be reelected
Article 29. (Special Election of Director)
1. In case of any vacancy in the office of Director, the shareholders at general meeting of shareholders shall
elect a director to fill such vacancy. However, if the legal number of Directors is met or if there is no
difficulty in the administration of business, the foregoing shall not apply.
2. The terms of Directors authorized by the special election shall be the residual term of the precedent
Directors.
Article 30. (Duties of Directors)
The Company shall indemnify the Directors for all the litigation expenses, other losses,
damages and liabilities incurred by the Directors in connection with carrying out of their
duties, unless such losses, damages or liabilities incur due to the bad will or negligence
of such Directors or indemnification therefor is not permitted under the relevant laws.
Article 31. (Dismissal and Vacancy of Directors)
1. Dismissal of Directors shall occur in accordance with Articles 385 and 415 of the Commercial Code.
2. A Director shall be dismissed automatically upon the occurrence of any of the following cases:
① when such Director submits a letter of resignation to the Company;
② when such Director is declared bankrupt;
③ when such Director is adjudged to be incompetent or partially incompetent;
④ when such Director dies.
Article 32. (Election of Representative Director)
One or more Representative Directors shall be elected by the Board of Directors.
Article 33. (Duties of Director)
1. The Representative Director shall represent the Company and manage the overall business of the
Company.
2. Directors shall assist the Representative Director and perform the business affairs under their respective
charges. In case of absence and inability of the Representative Director, the President, Senior Executive
Vice President, Executive Vice President, and Vice President in such order, shall
act as Representative Director unless the Representative Director nominates a Director for that purpose.
3.Directors shall perform their duties in good faith for the Company pursuant to laws and regulations and
the Articles of Incorporation.
Article 34. (Reporting Duty of Directors)
1.A Director must report the status of his business administration to the Board of Directors at least once
every three months.
2. In case Directors find the events to damage the Company seriously, the
Directors shall report to the Audit
Committee immediately.
Article 35. (Duties of Auditor)
Deleted
Article 36. (Auditor's Record Book)
Deleted
Article 37. (Composition and Rights of the Board of Directors)
1. The Board of Directors shall consist of Directors and shall adopt resolutions regarding important
business matters of the Company.
2. The separate regulations on the Board of Directors may be adopted in respect of delegation of rights,
constitution of subcommittees and such other matters necessary
for the operation of the Board of Directors.
Article 38. (Convening of the Meeting of the Board of Directors and Resolution of the Board of Directors)
1. The meeting of the Board of Directors shall be convened by the Chairman of the Board of Directors or the
Director designated by the Board of Directors. The
convening of the meeting of the Board of Directors
shall be notified, in writing or not, to each and every Director by no later than one day prior to the meeting;
provided that the meeting may be convened at any time without giving such notice if all the Directors agree
thereto.
2. The presence of the majority of the Board of Directors shall constitute a quorum for a meeting of the Board
of Directors and the resolution of the Board of
Directors shall be adopted by a majority of Directors
present at the meeting.
3. A Director who has a special interest in the resolution shall not exercise his or her voting right.
4. The Board of Directors may permit so that all or any of the directors do not attend and participate in
determining resolutions through telecommunications by which all Directors can send and receive moving
pictures and voice each other simultaneously. In such case, the directors not directly attending the
meeting shall be deemed to have attended the meeting.
Article 39. (Chairman)
1. The Board of Directors shall elect the Chairman for a term of one year at its first meeting after the ordinary
general meeting of shareholders.
2. The Chairman shall determine the order of Directors who will fill in his position in case he or she may not
attend the meeting without having designated a temporary alternate chairman.
3. In case the Chairman cannot attend the meeting of the Board of Directors, a temporary alternate
Chairman shall be designated amongst the Directors and in case no such alternate Chairman has been
nominated, the temporary replacement will be determined in accordance with Paragraph 2 of this Article
39.
Article 40. (Minutes of Meetings of the Board of Directors)
The Company shall prepare minutes for the meetings of the Board of Directors. The
agenda, the substance of the course of the proceedings of a meeting of the Board of
Directors, the result thereof and opposing person and his opinion shall be recorded in
minutes which shall bear the names and seals or signatures of the Directors present at
the meeting.
Article 41. (Compensation and Retirement Allowance of Directors)
1. The compensation for Directors shall be determined by a resolution of the general meeting of
shareholders.
2. Payment of the retirement allowances for Directors shall be in accordance with the regulations for
payment of officers' retirement allowances adopted by the resolution of a general meeting of
shareholders.
Article 42. (Committees under Board of Directors)
1. The Company shall have the Outside Director Nominating Committee and the Audit Committee under the
Board of Directors, and may have a Committee which deliberates and determines on the Company's
management strategies and such other matters as delegated by the Board of Directors.
2. Any Committee under the Board of Directors shall be composed of two or more directors, and the
organization and management thereof shall be determined by a resolution of the Board of Directors.
3. Any of the following matters may not be delegated to Committees:
① presentation of a proposal which requires an approval of the general meeting of shareholders;
② appointment and dismissal of the Representative Director;
③ establishment of a Committee and appointment and dismissal of a member thereof; and
④ other matters determined by the Board of Directors.
4. Each Committee shall notify each director of any resolution it made. In such case, each director so notified
may request the convention of the Board of Directors meeting, and the Board of Directors may re-resolve
the matter which was already resolved by the relevant Committee.
Article 42-2. (Outside Director Nominating Committee)
The Outside Director Nominating Committee shall have a half or more of the total
number of the members as outside directors, and perform duties of nominating outside
directors to be elected at a general meeting of shareholders.
Article 42-3. (Composition of Audit Committee)
1. The Company shall have the Audit Committee under Article 42 (1) in place of auditors.
2. The Audit Committee shall be composed of three or more directors.
3. At least two thirds of the Audit Committee shall be outside directors and the members who are not
outside directors shall be qualified under the requirements of Article 542-10(2)of the Commercial Act.
4. In respect of the election of a member of the Audit Committee who is not a outside director, where the
of shares with voting rights combined of the largest shareholder and his specially related person, a
person holding number shares at the calculation of the largest shareholder or his specially related
person, and proxy holder whose authority to exercise voting rights is given by the largest shareholder
and his specially related person exceeds 3% of the total number of shares issued and outstanding of
the Company, the shareholder shall not exercise voting rights with regard to the excess thereof.
5. In respect of the election of a member of the Audit Committee who is an outside director, the shareholder
who holds 3% or more of the total number of shares issued and outstanding with voting right shall not
exercise voting rights with regard to the number of shares held in excess of said 3% level.
6. The Audit Committee shall elect a representative by resolution. The chairman of the Audit Committee shall
be an outside director.
Article 42-4. (Duties of Audit Committee)
1. The Audit Committee shall audit the accounts and business of the Company.
2. The Audit Committee may request the Board of Directors to convene an extraordinary general meeting of
shareholders by submitting a written application which states the objective and purposes thereof.
3. The Audit Committee may request a subsidiary of the Company to submit its business report if necessary.
In case that subsidiary does not report without delay or that it is necessary to confirm the contents of the
report, the Committee may inspect the business and financial conditions of the subsidiary.
4. The Audit Committee shall approve the election of an independent auditor.
5. The Audit Committee shall deal with matters as delegated by the Board of Directors other than those
under Paragraphs (1) through (4).
6. The Board of Directors may not re-resolve the matter which was already resolved by the Audit Committee.
(Act Mar. 13. 2009)
Article 42-5. (Audit Minutes)
The Audit Committee shall prepare minutes on an audit which include the substance
and results of such audit and which shall bear the name and seal or the signature of the
members of the Committee who have performed such audit.
Article 42-6. (Election of Independent Auditor)
The Company shall elect an independent auditor by obtaining the approval of the Audit
Committee pursuant to the provisions of the Act on Independent Auditor of Stock
Companies, and shall report such election to the general meeting of shareholders during the
election year, or to the existing shareholders by written or electronic documents, or shall
such election on the company’s Web site.
Article 43. (Appointment and Remuneration of the Management
1. The Company shall have the Management to implement the resolutions of the Board of Directors.
2. Matters regarding the management shall be determined by the Regulations on the Board of Directors.
Article 44. (Advisors)
1. The Representative Director may, if he deems it necessary, appoint Advisors or Counsel on the
recommendation by the Chief Executive Officer.
2. The Chief Executive Officer may determine and pay the remuneration and expenses of such Advisors and
Counsel comparable to those granted to the
members of the Management.
Article 45. (Qualifications of Outside Director)
The Company may appoint outside directors among those who possess professional
expertise or experience or renowned reputations regarding business management,
economics, law or relevant technology and are qualified under the requirements of the
Commercial Act and other related regulations as may be prescribed. Should any such
outside director lose his qualification after he is elected, he shall be required to step down.
(Act Mar. 13.2009)
Article 46. (Preparation and Keeping of Financial Statements and Management Reports)
1. The Representative Director shall prepare and submit for auditing by the Audit Committee of the Company,
by no later than a date which is six (6) weeks prior to the
date of each ordinary general
meeting of shareholders, the following documents and the
detailed schedules or attachments thereto
and management reports and shall submit the
following documents and management reports to the
ordinary general meeting of
shareholders:
ⓐ Balance Sheet;
ⓑ Statement of Income; and
ⓒ Statement of Appropriation of Retained Earnings and Statement of Disposition
of Deficit
2. The Audit Committee shall submit an audit report to the Representative Director at least one (1) week
prior to the date of the general meeting of shareholders.
3. The Representative Director shall keep the documents referred to in Paragraph (1) above, together with
the management reports and the audit report, along with their
copies for a period of five (5) years at the
Company's head office, and for a period of
three (3) years at branch offices, in each case starting from
the date no later than one
week prior to the ordinary general meeting of shareholders.
4. The Representative Director shall publish the Balance Sheet without delay
upon approval by the meeting
of shareholders of the documents referred to in Paragraph
(1) above.
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