Article 260-3
Corporate Auditors may be present in the meeting of Directors, and
may state opinions.
| 2. |
If a Director performed or is feared to perform
an act not within the object of the company or otherwise contrary
to laws and ordinances or to the articles of incorporation,
a Corporate Auditor shall report it to the Board of Directors. |
| 3. |
In the case of the preceding paragraph, if considered
necessary, the Corporate Auditor may request to convene the
Board of Directors. |
| 4. |
The provision of Article 259 paragraph 3 shall
apply mutatis mutandis in the case where there was made the
request in the preceding paragraph. |
Article 273
The term of office of a Corporate Auditor shall be up to the time
of termination of the ordinary general meeting concerning the last
settlement of accountings within three years after his assumption
of office.
| 2. |
The term of office the first Corporate Auditor
shall, notwithstanding the provision of the preceding paragraph,
be up to the time of termination of the ordinary general meeting
concerning the last settlement of accountings within one year
after his assumption of office.
|
| 3. |
The provisions of the preceding two paragraphs
shall not preclude to stipulate by the articles of incorporation
that the term of office of a Corporate Auditor who was appointed
for filling vacancy of the Corporate Auditor having retired
from office before termination of his term office shall be up
to the time of termination of the term of office of the retiring
Corporate Auditor. |
Article 274
A Corporate Auditor shall audit the execution by the Directors of
their functions. A Corporate Auditor may at any time call on the
Director and the manager or other employee for a report of the business,
or investigate the affairs of the company and the state of its property.
Article 274-2
A Director shall, if he has found a fact which is feared to cause
serious damage to the company, immediately report it to a Corporate
Auditor.
Article 274-3
A Corporate Auditor of the parental company may, if necessary for
executing his functions, request a report of the business to the
affiliated company and investigate the conditions of the business
and property of the affiliated company.
| 2. |
The affiliated company may refuse the report under
the provision of the preceding paragraph or the investigation,
if there is justifiable reason.
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Article 275
The Corporate Auditors shall examine the proposals and documents
which the Directors propose to submit to a general meeting of Shareholders,
and shall report their opinion thereon to such general meeting if
they recognize there exist the matters in violation of laws, ordinances
or the articles of incorporation or seriously unreasonable.
Article 275-2
In the case where a Director has done an act not within the scope
of the object of the company or other acts in violation of laws,
ordinances or the articles of incorporation, and there exist fears
that serious damages accrue to the company due thereto, a Corporate
Auditor may request the Director to stop the act.
| 2. |
The Court need not request security to be given
for ordering the Director to stop his act by provisional disposition.
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Article 275-3
A Corporate Auditor may state his opinion on appointment or removal
of a Corporate Auditor in a general meeting of Shareholders.
Article 275-4
In the cases where a company institutes action to a Director or
where a Director institutes action to a company, a Corporate Auditor
shall represent the company in respect of the action. The same shall
apply in the case where a company receives the demand under Article
267 paragraph 1.
Article 276
A Corporate Auditor shall not at the same time be a Director, a
manager, or any other employee of a company or an affiliated company.
Article 277
If Corporate Auditors have neglected any of their duties, such Corporate
Auditors shall be jointly and severally liable in damages to the
company.
Article 278
In any case in which Corporate Auditors are liable in damages either
to the company or to a third person, and Directors are likewise
liable therefore, the Corporate Auditors and the Directors shall
be jointly and severally liable.
Article 279
The remuneration of Corporate Auditors shall, if not prescribed
in the articles of incorporation, be decided by the resolution of
the general meeting of Shareholders.
| 2. |
If, in the case where there are several Corporate
Auditors, the remuneration to be received by each Corporate
Auditor is not prescribed in the article of incorporation or
decided by the resolution of the general meeting of Shareholders,
the amounts thereof shall be decided by the conference of the
Corporate Auditors within the scope of the remuneration of the
preceding paragraph.
|
| 3. |
The provision of Article 275-3 shall apply mutatis
muntandis to the remuneration of paragraph 1. |
Article 18 (The Audit Special Exceptions Law of Japan)
In case of the company, there shall be at least three Corporate
Auditors, and one or more of them shall not have been Directors,
managers, or any other employees of the company or its affiliated
company for five years before assuming the post.
| 2. |
The company shall determine the Corporate Auditor
on full time service through co-optation by the Corporate Auditors.
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