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TM » Topics » Article 26. (Board of Corporate Auditors)

This excerpt taken from the TM 20-F filed Jun 24, 2009.

Article 26. (Board of Corporate Auditors)

 

1. The Corporation shall have a Board of Corporate Auditors.

 

2. Notice of a meeting of the Board of Corporate Auditors shall be dispatched to each Corporate Auditor at least three (3) days before the date of the meeting. In case of urgency, however, such period may be shortened.

 

3. In addition to the provisions of the preceding paragraph, the management of the Board of Corporate Auditors shall be subject to the Regulations of the Board of Corporate Auditors established by the Board of Corporate Auditors.

These excerpts taken from the TM 20-F filed Jun 26, 2006.

THE BOARD OF CORPORATE AUDITORS

 

(Note) The Act: the Corporation Act
     The Enforcement Regulations: the Enforcement Regulations of the Corporation Act
     The Accounting Regulations: the Corporation Accounting Regulations

1. Matters Requiring Resolution (Matters in relation to Article 5 of the Regulations of the Board of Corporate Auditors)

 

  (1) Matters provided for in laws or ordinances

 

Items    Relevant Articles of Applicable Law

(1)    Principles and execution plan of auditing

    Article 390 (2)(c) of the Act

(2)    Request for reports on the execution of the duties of Corporate Auditors to the Board of Corporate Auditors

    Article 390 (4) of the Act

(3)    Consent to the following actions taken by Directors

   

(i)     Submitting proposed resolution concerning the appointment of a Corporate Auditor or a substitute Corporate Auditor to a general meeting of shareholders

    Articles 343 (1) and (3), and 329 (2) of the Act

(ii)    Submitting proposed resolution concerning the appointment of an Accounting Auditor to a general meeting of shareholders

    Article 344 (1)(a) of the Act

(iii)  Making the dismissal of an Accounting Auditor as the agenda of a general meeting of shareholders

    Article 344 (1)(b) of the Act

(iv)   Making the non-reappointment of an Accounting Auditor the agenda of a general meeting of shareholders

    Article 344 (1)(c) of the Act

(v)    Deciding the remuneration, etc of an Accounting Auditor or a person who is to temporarily acting as an Accounting Auditor

    Article 399 (1) and (2) of the Act

(4)    Request for Directors to take the following actions

   

(i)     Making the appointment of a Corporate Auditor or a substitute Corporate Auditor as the agenda of a general meeting of shareholders

    Article 343 (2) and (3) of the Act

(ii)    Submitting proposed resolution concerning the appointment of a Corporate Auditor or a substitute Corporate Auditor to a general meeting of shareholders

    Article 343 (2) and (3) of the Act

(iii)  Submitting proposed resolution concerning the appointment of an Accounting Auditor to a general meeting of shareholders

    Article 344 (2)(a) of the Act

(iv)   Making the appointment or the dismissal of an Accounting Auditor the agenda of a general meeting of shareholders

    Article 344 (2)(b) of the Act

(v)    Making the non-reappointment of an Accounting Auditor the agenda of a general meeting of shareholders

    Article 344 (2)(c) of the Act

(5)    Election of a Corporate Auditor to be in charge of reporting the dismissals of any Accounting Auditors to a general meeting of shareholders

    Article 340 (3) and (4) of the Act

(6)    Appointment and dismissal of any persons who are to temporarily acting as an Accounting Auditor

    Article 346 (4), (5) and (6) of the Act

(7)    Election and dismissal of a full-time Corporate Auditor

    Article 390 (2)(b) of the Act

(8)    Election and dismissal of a Specific Corporate Auditor (Tokutei-kansayaku)

    Article 132 (5)(b)(i) of the Enforcement Regulations, Article 158 (5)(b)(i) of the Accounting Regulations

 

3

  (2) Matters provided for in the Articles of Incorporation

 

Item    Relevant Articles of the Articles of
Incorporation                                   

(1) Amendment to the Regulations of the Board of Corporate Auditors

    Article 26 (3) of the Articles of Incorporation

 

  (3) Other important matters pertaining to execution of the duties of Corporate Auditors

 

Items

(1)    Election of a Chairman of the Board of Corporate Auditors

(2)    Election of a person authorized to convene a meeting of the Board of Corporate Auditors

(3)    Election of a Corporate Auditor to be in charge of obtaining prior consent with respect to changes of the organization and personnel matters regarding the audit office

(4)    Prior approval of auditing services and non-audit services provided by ChuoAoyama Audit Corporation and PricewaterhouseCoopers to the Corporation and its subsidiaries (Sarbanes-Oxley Act, Section 202)

2. Matters to Be Reported (Matters in relation to Article 6 of the Regulations of the Board of Corporate Auditors)

 

  (1) Matters provided for by laws or ordinances

 

Items    Relevant Articles of Applicable Law

(1)    Matters to be reported by Corporate Auditors

    Article 390 (4) of the Act

•        Execution of the duties of Corporate Auditors

   

(2)    Matters to be reported by Directors

    Article 357 (1) and (2) of the Act

•        Any facts which may cause serious damage to the Corporation

   

(3)    Matters to be reported by Accounting Auditors

    Article 397 (1) and (3) of the Act

•        Unjust acts or material facts in violation of laws, ordinances or the Articles of Incorporation in relation to the execution of the duties of Directors

   

 

  (2) Other matters deemed necessary by the Board of Corporate Auditors

 

4

Article 26. (Board of Corporate Auditors)

1. The Corporation shall have a Board of Corporate Auditors.

2. Notice of a meeting of the Board of Corporate Auditors shall be dispatched to each Corporate Auditor at least three (3) days before the date of the meeting. In case of urgency, however, such period may be shortened.

3. In addition to the provisions of the preceding paragraph, the management of the Board of Corporate Auditors shall be subject to the Regulations of the Board of Corporate Auditors established by the Board of Corporate Auditors.

EXCERPTS ON THIS PAGE:

20-F
Jun 24, 2009
20-F (2 sections)
Jun 26, 2006

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