Article 3 (The Audit Special Exceptions Law of Japan)
The external financial auditor shall be appointed at a general meeting
of Shareholders.
| 2. |
The Directors must, for making a proposal concerning
the appointment of an external financial auditor to a general
meeting of Shareholders, obtain the consent of the Board of
Corporate Auditors. |
| 3. |
The Board of Corporate Auditors may, by a resolution
thereof, request the Directors to take to up the appointment
of an external financial auditor as an objective of meeting
at the general meeting of Shareholders. This shall be the same
with respect to making a proposal concerning the appointment
of an external financial auditor. |
| 4. |
In the case of incorporation of the company (excluding
the case of providing for paragraph 6 and paragraph 7), an external
financial auditor shall be appointed by the promoters if they
have taken all of incorporation, or e shall be appointed at
the constituent general meeting on other occasions. |
| 5. |
The provision of Article 170 paragraph 3 shall
apply mutatis mutandis in the case where the external financial
auditor is appointment by the promoters in accordance with the
provision of the preceding paragraph. |
| 6. |
In cases where a company is incorporated due to
amalgamation, the written agreement for amalgamation shall contain
the name or firm name of a external financial auditor of a company
which is incorporated due to amalgamation. |
| 7. |
In the case of incorporating a company by a transfer
of shares, a name or a corporate name of an external financial
auditor of the company having whole ownership to be incorporated
shall receive an approval of the general meeting of Shareholders
under Article 365 paragraph 1 of the Commercial Code. |
Article 6-2 (The Audit Special Exceptions Law of Japan)
The external financial auditor may, if he falls under any one of
the following respective items, be dismissed with the resolution
of the Board of Corporate Auditors:
(1) If he has violated his duties in the course of his functions,
or neglected his functions;
(2) If he has committed a misconduct unfitting to be an external
financial auditor;
(3) If he is incapacitated for his functions or is unequal to his
functions owing to his mental or physical impediment.
| 2. |
In case the external financial auditor was dismissed
according to the provision of the preceding paragraph, the Corporate
Auditors appointed by the Board of Corporate Auditors must report
to the general meeting of Shareholders first convoked after
the dismissal to that effect and the reason of dismissal. |
| 3. |
The external financial Auditor having been dismissed
according to the provision of paragraph 1 may be present at
the general meeting of Shareholders under the provision of the
preceding paragraph, and may state his opinions. |
Article 6-4 (The Audit Special Exceptions Law of Japan)
In the case where the position of external financial auditor has
become vacant or where the number of external financial auditors
has become less than that stipulated in the articles of incorporation,
if the external financial auditor is not appointed without delay,
the Board of Corporate Auditors must appoint a person who is to
temporarily act for an external financial auditor by a resolution
of the Board of Corporate Auditors.
| 2. |
provisions of Article 4, Article 5 and Article
6-2 shall apply mutatis mutandis to the person who is to act
for an external financial auditor under the preceding paragraph. |
Article 8 (The Audit Special Exceptions Law of Japan)
If the external financial auditor has, in performing the functions,
found any unjust act or material fact in violation of laws and ordinances
or the articles of incorporation in relation to execution of DirectorÅfs
functions, the external financial auditor must report it to the
Board of Corporate Auditors.
| 2. |
The Corporate Auditor may, if it is necessary
for executing his functions, request the external financial
auditor to make report concerning the audit thereby. |
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