[Translation] Rules of Kansayaku-kai (Model Form)

Transcription

1 [Translation] Rules of Kansayaku-kai (Model Form) Japan Corporate Auditors Association Enacted on September 29, 1993 Revised on June 13, 2002 Revised on May 25, 2004 Final revision on June 6, 2006 Article 1 (Purpose) These rules (the Rules ) shall provide for the matters regarding the kansayaku-kai in accordance with applicable laws and regulations and the articles of incorporation. Article 2 (Organization) 1. The kansayaku-kai shall be comprised of all kansayaku. 2. The kansayaku-kai shall have full-time kansayaku (jyokin-kansayaku). 3. In addition to the kansayaku discussed in the preceding paragraph, the kansayaku-kai shall have a chairperson, the specified kansayaku (tokutei-kansayaku) set forth in Article 7, and the kansayaku to attend the meetings of the special directors (tokubetsu-torishimariyaku) set forth in Article 8. (Note 1) Article 3 (Purpose of the Kansayaku-kai) The kansayaku-kai shall receive reports on, deliberate regarding and resolve important matters concerning audits; provided, however, that the kansayaku-kai may not preclude any kansayaku from exercising his/her own powers. Article 4 (Duties of the Kansayaku-kai) The kansayaku-kai shall, among other things, perform the following duties; provided, however, that the determination made under item (3) of this article may not preclude any kansayaku from exercising his/her own powers: (1) preparation of audit reports; (2) appointment and removal of full-time kansayaku; and (3) determination of audit policies, the methods of investigation of the status of the operations and the financial status of the company and other matters regarding the performance of the kansayaku s duties. Article 5 (Appointment and Removal of Full-time Kansayaku) The kansayaku-kai shall by resolution appoint or remove full-time kansayaku from among the kansayaku. Article 6 (Chairperson) (Note 2) 1. The kansayaku-kai shall by resolution elect a chairperson from among the kansayaku. 2. The chairperson of the kansayaku-kai shall, in addition to the duties set forth in Article 10, paragraph 1, perform any other duties entrusted to the chairperson by the kansayaku-kai; provided, however, that the chairperson may not preclude any kansayaku from exercising his/her own powers. Article 7 (Specified Kansayaku (Tokutei-Kansayaku)) (Note 3) 1. The kansayaku-kai shall by resolution appoint the person hereinafter referred to as the specified kansayaku to perform the following duties:

2 - 2 - (1) to receive from the directors the business reports, the annexed specifications thereof and accounting-related documents to be received by each kansayaku, and distribute these documents to the other kansayaku; (Note 4) (2) to provide notice of the contents of the kansayaku-kai audit report concerning the business reports and the annexed specifications thereof to the directors hereinafter referred to as specified directors (tokutei-torishimariyaku) determined to be the persons to receive such notice; (3) to agree with the specified directors on the date to provide the notice mentioned in the preceding item; (4) to receive notice of the contents of the accounting audit report from the accounting auditors and provide notice of the contents of such audit report to the other kansayaku; (Note 5) (5) to agree with the specified directors and the accounting auditors on the date to receive the notice mentioned in the preceding item; (6) to provide notice of the contents of the kansayaku-kai audit report concerning the accounting-related documents to the specified directors and the accounting auditors; and (7) to agree with the specified directors on the date to provide the notice mentioned in the preceding item. 2. Specified kansayaku shall be full-time kansayaku. (Note 6) Article 8 (Kansayaku to Attend the Meetings of the Special Directors) (Note 7) The kansayaku-kai shall by resolution appoint kansayaku to attend the meetings of the special directors. Article 9 (Holding of Meetings) The kansayaku-kai s meeting shall be held on a regular basis (Note 8);provided, however, that the kansayaku-kai may be held whenever necessary. Article 10 (Convening Meetings) 1. The kansayaku-kai s meetings shall be convened and presided over by the chairperson. 2. Any kansayaku may demand that the chairperson convene a kansayaku-kai s meeting. 3. If the chairperson does not convene a meeting of the kansayaku-kai notwithstanding the demands mentioned in the preceding paragraph, the kansayaku who made such demand may convene and preside over a meeting of the kansayaku-kai on his/her own. Article 11 (Convocation Procedures) 1. In convening a meeting of the kansayaku-kai, a notice to that effect shall be dispatched to each kansayaku no later than one week prior to the date of the kansayaku-kai s meeting (Note 9). 2. When the unanimous consent of the kansayaku has been obtained, the kansayaku-kai s meeting may be held without convocation procedures. Article 12 (Method of Resolution) 1. The kansayaku-kai s resolution shall be adopted by a majority of kansayaku. 2. In such resolution, the kansayaku-kai shall deliberate based on adequate information. Article 13 (Resolution on Audit Policies, etc.) 1. Audit policies, audit plans, methods of audit, allocation of audit duties among kansayaku and other related matters shall be determined by the kansayaku-kai s resolution. 2. In addition to those set forth in the preceding paragraph, the kansayaku-kai shall resolve the matters it determines necessary for the performance of its functions, such as a budget for audit expenses.

3 The kansayaku-kai shall request that the directors resolve the contents of the following audit systems and develop such systems: (1) matters relating to employees who support the kansayaku s duties; (2) matters relating to the independence of the employees mentioned in the preceding item from directors; (3) systems for directors and employees to report to kansayaku and any other systems relating to reports to be provided to kansayaku; and (4) any other systems for ensuring the effectiveness of kansayaku s audit activities. Article 14 (Regular Meetings, etc. with the Representative Directors) 1. The kansayaku-kai shall hold meetings with the representative directors on a regular basis and shall endeavor to deepen their mutual understanding with the representative directors by, for example, exchanging opinions with the representative directors regarding issues to be addressed by the company, the status of the development of the environment for kansayaku audits, important issues regarding audits, and any other relevant matters, and by making requests as necessary. 2. The kansayaku-kai shall from time to time explain to the representative directors and the board of directors the audit policies, the audit plan and the status and results of their audit. 3. In addition to the matters that the directors and employees are statutorily required to report to the kansayaku-kai, the kansayaku-kai shall determine through deliberations with the relevant directors the scope of matters which the directors and employees shall report to the kansayaku-kai, and shall receive timely reports on such matters from them, based on the systems set forth in paragraph 3, item 3 of the preceding article. Article 15 (Reports to the Kansayaku-kai) 1. Kansayaku shall report the status of the performance of their own duties to the kansayaku-kai on a regular basis and an as needed basis, and whenever the kansayaku-kai requests a report. 2. Kansayaku who have received reports from the accounting auditors, the directors, employees of the company s internal audit division and other relevant departments, and other relevant persons shall report to the kansayaku-kai thereof. 3. The kansayaku-kai shall request the accounting auditors, the directors, employees of the company s internal audit division and other relevant departments, and other relevant persons to provide reports as necessary. 4. With respect to the preceding three paragraphs, if kansayaku, the accounting auditors, the directors, employees of the company s internal audit division and other relevant departments, and other relevant persons provide notice of the matters to be reported to the kansayaku-kai to all kansayaku, such matters shall not be required to be reported to the kansayaku-kai. Article 16 (Measures for Reports) The kansayaku-kai shall undertake necessary investigations and take measures appropriate to the situation upon the receipt of the following reports: (1) reports from the directors that any fact likely to cause the company significant damage has been found; (2) reports from the accounting auditors that, in connection with the directors performance of their duties, any misconduct or any material fact constituting a violation of any law or regulation or the articles of incorporation has been found; or (3) reports from the directors or employees on the matters determined in prior deliberation with the directors. Article 17 (Preparation of Audit Report) 1. The kansayaku-kai shall prepare kansayaku-kai audit reports through deliberations based on the audit report prepared by each kansayaku. (Note 10)

4 In cases where the contents of the kansayaku-kai audit report are different from the contents of any kansayaku audit report and at the request of such kansayaku, the kansayaku-kai shall append a note with the contents of such kansayaku audit report to the kansayaku-kai audit report. 3. Each kansayaku shall affix to the kansayaku-kai audit report his/her respective signature, or his/her respective name and seal impression (including electronic signature). Full-time kansayaku and outside kansayaku (shagai-kansayaku) shall describe their positions as full-time kansayaku or outside kansayaku in the kansayaku-kai audit report. (Note 11) 4. The provisions of the preceding three paragraphs shall apply mutatis mutandis to audit reports to be prepared when extraordinary accounting documents or consolidated accounting documents are prepared by the company. Article 18 (Consent, etc. regarding the Election of Kansayaku) 1. The following matters regarding the election of kansayaku shall be determined by the kansayakukai s resolution: (1) consent to submit to the shareholders meeting a proposal concerning the election of kansayaku by the directors; (2) demand to include the election of kansayaku in the agenda of the shareholders meeting; and (3) demand to submit to the shareholders meeting a proposal concerning the election of kansayaku. 2. The preceding paragraph shall apply mutatis mutandis to the election of substitute kansayaku. Article 19 (Consent, etc. regarding the Election of Accounting Auditors) (Note 12) 1. The following matters regarding the election, dismissal or disapproval of reappointment of accounting auditors shall be determined by the kansayaku-kai s resolution: (1) consent to submit to the shareholders meeting a proposal concerning the election of the accounting auditors by the directors; (2) consent to include the dismissal or disapproval of reappointment of the accounting auditors in the agenda of the shareholders meeting by the directors; (3) demand to submit to the shareholders meeting a proposal concerning the election of the accounting auditor; (4) demand to include the election, dismissal or disapproval of reappointment of the accounting auditor in the agenda of the shareholders meeting; and (5) election of the person who is to temporarily perform the duties of an accounting auditor in case of the vacancy of the accounting auditor. 2. The consent of all kansayaku is required for the dismissal of the accounting auditor based on the statutory grounds of dismissal and may be obtained through deliberations of the kansayaku-kai (Note 13). In such case, kansayaku selected by the kansayaku-kai shall report the dismissal and the reason thereof at the first shareholders meeting to be held after the dismissal. 3. The consent mentioned in the preceding paragraph may be made in writing or by electronic means in case of urgent necessity. Article 20 (Consent to Remuneration, etc. of the Accounting Auditors) The consent to remuneration, etc. of accounting auditors or a person to temporarily perform the duties of an accounting auditor shall be determined by the kansayaku-kai s resolution. Article 21 (Consent to Partial Exemption of Directors from Liability) 1. The following consent of all kansayaku is required for the following acts and may be obtained through deliberation of the kansayaku-kai. (Note 14) (1) consent to submit to the shareholders meeting a proposal concerning the partial exemption of a director from liability;

5 - 5 - (2) consent to submit to the shareholders meeting a proposal concerning the modification of the articles of incorporation to provide that directors may be partially exempted from liability by the board of directors resolution; (3) consent to submit to the board of directors meeting a proposal concerning the partial exemption of a director from liability based on the provisions of the articles of incorporation; and (4) consent to submit to a shareholders meeting a proposal concerning the modification of the articles of incorporation to provide that the company may enter into an agreement with an outside director for his/her partial exemption from liability. 2. The consent mentioned in the preceding paragraph may be made in writing or by electronic means in case of urgent necessity. Article 22 (Consent to Participation in a Derivative Lawsuit) 1. The consent of all kansayaku to the company s participation in a derivative lawsuit to assist the defendant director(s) may be made through deliberations of the kansayaku-kai. (Note 15) 2. The consent mentioned in the preceding paragraph may be made in writing or by electronic means in case of urgent necessity. Article 23 (Deliberations Regarding the Exercise of the Powers of Kansayaku) Kansayaku may, in the case of exercising their powers or fulfilling their obligations regarding the following items, have prior deliberations with the kansayaku-kai: (1) explanations of the questions for kansayaku notified by the shareholders prior to the shareholders meeting; (Note 16) (2) reports to the board of directors, demands to convene the board of directors, etc.; (3) results of investigations regarding the proposals, documents and others materials to be submitted to the shareholders meeting; (4) to seek injunctions against the acts of directors outside of the purpose of the company or otherwise in violation of any law or regulation or the articles of incorporation; (5) statements of opinion at a shareholders meeting regarding the election, dismissal, resignation, remuneration, etc. of kansayaku; (6) matters regarding lawsuits between the company and the directors; and (7) matters regarding the filing of any lawsuits, etc. Article 24 (Deliberations regarding Remuneration, etc.) Kansayaku may deliberate on the remuneration, etc. of kansayaku at the kansayaku-kai s meeting with the consent of all kansayaku. (Note 17) Article 25 (Minutes) 1. The kansayaku-kai shall prepare minutes containing the following items and all kansayaku present at the kansayaku-kai s meeting shall affix to the minutes their respective signatures or their respective names and seal impressions (including electronic signature): (1) the date and place of holding the kansayaku-kai s meeting (including the methods of attendance, in cases where kansayaku, directors or accounting auditors attend such meeting without being physically present); (2) the outline of the progress of the proceedings of the meeting and the results thereof; (3) if there are any opinions stated or statements made at the kansayaku-kai s meeting with respect to the following matters, the summary of the contents of such opinions or statements; a. reports from the directors that any fact likely to cause the company significant damage has been found; or

6 - 6 - b reports from the accounting auditors that there exists, in connection with the directors performance of their duties, any misconduct or any material fact constituting a violation of any law or regulation or the articles of incorporation; (4) names of the directors or the accounting auditors who attended the kansayaku-kai s meeting; and (5) the name of the chairperson of the kansayaku-kai s meeting. 2. In cases where the report to the kansayaku-kai shall not be required pursuant to Article 15, paragraph 4, the kansayaku-kai shall prepare minutes containing the following items: (1) contents of the matters which shall not be required to be reported to the kansayaku-kai; (2) date on which the report to the kansayaku-kai was deemed not to be required; (3) the name of the kansayaku who performed the duties concerning the preparation of the minutes. 3. The company shall keep the minutes mentioned in the preceding two paragraphs for ten years at the head office. Article 26 (Secretariat of the Kansayaku-kai) The affairs related to convening the kansayaku-kai s meetings, the preparation of the minutes of such meetings, and other affairs concerning the operation of the kansayaku-kai shall be performed by employees who support kansayaku s duties, such as staff for kansayaku. Article 27 (Code of Kansayaku Auditing Standards) Matters regarding the kansayaku-kai s and kansayaku s audits shall be governed by the provisions of the code of kansayaku auditing standards established by the kansayaku-kai, in addition to by the provisions of laws and regulations, the articles of incorporation and the Rules. Article 28 (Revision or Abolition of these Rules) The revision or abolition of the Rules shall be made by the kansayaku-kai. (Supplementary Provisions) These rules shall come into effect as from [Date/Month/Year].

7 - 7 - (Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) (Note 7) (Note 8) (Note 9) The establishment of the chairperson of the kansayaku-kai and the appointment of the specified kansayaku are at the discretion of each company. The company that adopts the system of the board of directors meeting of special directors (Article 373 of the shall appoint kansayaku to attend such board of directors meeting by a majority vote of kansayaku among kansayaku (Article 383, paragraph 1 of the. While, under the laws and regulations, there are no provisions on the procedures to appoint the chairperson of the kansayaku-kai, this Form stipulates that the chairperson shall be appointed by the kansayaku-kai s resolution. Under the laws and regulations, in the case where a certain kansayaku is appointed as a person to perform duties such as the notice of the business report, the annexed specifications thereof and the kansayaku-kai audit report regarding the accounting-related documents, such appointed kansayaku shall be the specified kansayaku. If no individual kansayaku is appointed, all kansayaku shall be the specified kansayaku (Article 132, paragraph 5, item 2 of the Ordinance for Enforcement of the Companies Act of Japan; Article 158, paragraph 5, item 2 of the Company Accounting Regulation). As this Article is a provision for cases where an individual kansayaku is appointed as a specified kansayaku, this Article shall not be required if no specific individual kansayaku will be appointed. Although under the laws and regulations there are no provisions on the procedures to appoint an individual kansayaku as the specified kansayaku, this Form stipulates that the specified kansayaku shall be appointed by the kansayaku-kai s resolution. Under the laws and regulations, each kansayaku shall receive the business report, the annexed specifications thereof and the accounting-related documents from the directors. For the sake of convenience, this Form stipulates that the receipt of these documents from the directors and the delivery thereof to other kansayaku are included in the duties of the specified kansayaku. Under the laws and regulations, there are no provisions on the specified kansayaku s notice to other kansayaku of the contents of the accounting audit report notified by the accounting auditor. This Form stipulates that, for the clarification of the duties of the specified kansayaku, the notice to other kansayaku of the contents of such accounting audit report is included in the duties of the specified kansayaku. Under the laws and regulations, the specified kansayaku shall not be required to be a fulltime kansayaku. Therefore, the necessity of this provision should be examined in the context of the actual needs of each company. A company that does not adopt the system of the board of directors meeting of special directors (Article 373 of the shall not be required to adopt this Article. Although a kansayaku to attend the board of directors meeting of special directors is provided to be appointed by a majority vote of the kansayaku under the laws and regulations (Article 383, paragraph 1 of the, this Form stipulates that such kansayaku shall be appointed by the kansayaku-kai s resolution. With respect to the wording on a regular basis, the frequency with which meetings shall be held, such as once every month, should be specified in accordance with the actual needs of each company. It is possible to provide a period which is shorter than one week in the articles of incorporation (Article 392, paragraph 1 of the. In such case, it is necessary to adjust the period provided in this provision in accordance with the period set forth in the articles of incorporation.

8 - 8 - (Note 10) (Note 11) (Note 12) (Note 13) Under the laws and regulations, in cases where the kansayaku-kai prepares the audit report, the kansayaku-kai shall deliberate on the contents of the kansayaku-kai audit report one or more times at meeting(s) or through the kansayaku simultaneously exchanging information including their various opinions (Article 130, paragraph 3 of the Ordinance for Enforcement of the Companies Act of Japan; Article 156, paragraph 3 of the Company Accounting Regulation). Although each kansayaku shall not be required to affix to the audit report his/her respective signature, or his/her respective name and seal impression, and full-time kansayaku or outside kansayaku shall not be required to disclose their status as full-time kansayaku or outside kansayaku under the laws and regulations, in order to ensure the veracity of the audit report and the reliability of the audit, it is desirable that each kansayaku affix his/her respective signature and seal impression, and full-time kansayaku and outside kansayaku disclose their status as full-time kansayaku or outside kansayaku. Under the laws and regulations, it is only provided that with respect to the term of office of accounting auditors, unless otherwise resolved at the annual shareholders meeting, an accounting auditor shall be deemed to have been reappointed at such shareholders meeting (Article 338, paragraph 2 of the, and there are no provisions stipulating that the kansayaku-kai shall deliberate, determine, etc. the reappointment of the accounting auditor. However, in consideration of the purpose of the provisions regarding the right of kansayaku to dismiss accounting auditors (Article 340 of the and the consents, etc. of kansayaku regarding the election of accounting auditors (Article 344 of the, in the case of stipulating the examination of the appropriateness of reappointing the accounting auditors for each accounting period, paragraph 1 of this Article may be considered to stipulate that the kansayaku-kai shall examine the appropriateness of reappointing the accounting auditors (in such case, the number of paragraphs below shall be moved down). The necessity of the provision regarding the reappointment should be examined in accordance with the actual needs of each company. Under the laws and regulations, the consent of all kansayaku to the dismissal of the accounting auditor pursuant to the statutory grounds for dismissal, to partial exemption of directors from liability, and to the company s participation in a derivative lawsuit to assist the defendant director(s) shall not require the kansayaku-kai s resolutions (Article 340; Article 425, paragraph 3; Article 426, paragraph 2; Article 427, paragraph 3; Article 849, paragraph 2 of the. However, this Form stipulates that, in consideration of the importance of these consents, these consents may be made through deliberation of the kansayaku-kai. (Note 14) Refer to Note 13. (Note 15) Refer to Note 13. (Note 16) (Note 17) Under the relevant laws and regulations, as it is necessary to investigate matters in order to respond to the so-called questions in advance raised by the shareholders, in cases where such requesting shareholder notified the company of such matters a reasonable period before the date of the shareholders meeting, the company is required to provide a response (Article 314 of the Companies Act of Japan; Article 71, item 1 of the Ordinance for Enforcement of the. This Form takes the position that it is desirable in principle for the kansayaku-kai to deliberate on the matters notified prior to the shareholders meeting. If the remuneration, etc. of each kansayaku is not provided in the articles of incorporation or determined by resolution of the shareholders, it shall be determined by mutual deliberation of kansayaku within the limits set by resolution of the shareholders (Article 387, paragraphs 1 and 2 of the. This Form stipulates that deliberations on remuneration, etc. may take place through the kansayaku-kai. In such

9 - 9 - case, the consent of all kansayaku is required to determine the amount of remuneration, etc. of each kansayaku. End

10 Attached Reference Materials (1) Powers of Kansayaku-kai under the Companies Act of Japan (1) Right of dismissal of accounting auditor (Article 340, paragraphs 1 and 4 of the Companies Act of Japan) (2) Appointment of kansayaku to report the dismissal of accounting auditor to the shareholders meeting (Article 340, paragraphs 3 and 4 of the (3) Consent to the proposal concerning the election of kansayaku (Article 343, paragraphs 1 and 3 of the (4) Rights to propose an agenda and to demand to submit the proposal for the election of kansayaku (Article 343, paragraphs 2 and 3 of the (5) Consent to the proposal concerning the election of the accounting auditor (Article 344, paragraph 1, item 1; and paragraph 3 of the (6) Consent to the agenda concerning the dismissal of the accounting auditor (Article 344, paragraph 1, item 2; and paragraph 3 of the (7) Consent to the agenda concerning the disapproval of the reappointment of the accounting auditor (Article 344, paragraph 1, item 3; and paragraph 3 of the (8) Right to demand to submit the proposal concerning the election of accounting auditor (Article 344, paragraph 2 item 1; and paragraph 3 of the (9) Right to propose an agenda for the election or dismissal of the accounting auditor (Article 344, paragraph 2, item 2; and paragraph 3 of the (10) Right to propose an agenda for the disapproval of the reappointment of the accounting auditor (Article 344, paragraph 2 item 3; and paragraph 3 of the (11) Election of a person to temporarily perform the duties of an accounting auditor (Article 346, paragraphs 4 and 6 of the (12) Power to receive the reports from the directors (Article 357 of the (13) Determinations on the audit policies, the methods of investigation of the status of the operations and the financial status of the company and other matters regarding kansayaku s performance of their duties; provided, however, these determinations may not preclude any kansayaku from exercising his/her own power (Article 390, paragraph 2, item 3 of the. The kansayaku-kai shall be comprised of all kansayaku (Article 390, paragraph 1 of the Companies Act of Japan). The method of resolution shall be by the majority of all kansayaku (Article 393, paragraph 1 of the. (14) Power to prepare the audit reports (Article 390, paragraph 2 item 1 of the (15) Rights to appoint and remove full-time kansayaku (Article 390, paragraph 2, item 2; and paragraph 3 of the (16) Power to receive the reports on the status of kansayaku s performance of their duties from the kansayaku (Article 390, paragraph 4 of the (17) Power to receive the reports from the accounting auditor (Article 397, paragraphs 1 and 3 of the (18) Consent to remuneration, etc. of the accounting auditor (Article 399, paragraphs 1 and 2 of the Attached Reference Materials (2) Powers and Duties of Individual Kansayaku under the Companies Act of Japan (1) General Audit Powers (i) Audits of the performance of the directors duties (Article 381, paragraph 1 of the (ii) Audits of accounting documents, etc. (Article 436, paragraphs 1 and 2 of the Companies Act of Japan) (iii) Audits of extraordinary accounting documents (Article 441 of the Companies Act of Japan) (iv) Audits of consolidated accounting documents (Article 444 of the (2) Powers regarding Investigation

11 (i) (ii) (iii) Right to demand a report on the business, and right to investigate the status of the operations and the financial status of the company (Article 381, paragraph 2 of the Right to demand a report on the business to the subsidiaries, and right to investigate the status of the operations and the financial status of the subsidiaries (Article 381, paragraph 3 of the Right to demand reports for the accounting auditor (Article 397, paragraph 2 of the (3) Powers regarding Shareholders Meetings and Board of Directors, etc. (i) Duty of explanation at the shareholders meeting (Article 314 of the Companies Act of Japan) (ii) Consent to the proposal concerning partial exemption of directors from liability to the company (Article 425, paragraph 3; Article 426, paragraph 2; and Article 427, paragraph 3 of the (iii) Consent to the company s participation in a derivative lawsuit to assist the defendant director(s) (Article 849, paragraph 2 of the (iv) Duty to report to the board of directors (Article 382 of the (v) Duties to attend and state opinions at the board of directors meeting and that of special directors (Article 383, paragraph 1 of the (vi) Rights to demand the convocation and convoke the board of directors meeting (Article 383, paragraphs 2 and 3 of the (vii) Duties to examine and report on the proposal and documents submitted to the shareholders meeting (Article 384 of the (4) Powers regarding the Status of Kansayaku (i) Right to state opinions regarding election and dismissal of kansayaku (Article 345, paragraphs 1 and 4 of the (ii) Right to state opinions regarding resignation of kansayaku (Article 345, paragraphs 2 and 4 of the (iii) Mutual discuttion regarding the remuneration, etc. of each kansayaku (Article 387, paragraph 2 of the (iv) Right to state opinions regarding remuneration, etc. (Article 387, paragraph 3 of the (v) Right to demand audit expenses (Article 388 of the (5) Powers concerning Supervision and Rectification Measures (i) Right to seek an injunction against illegal directors acts (Article 385, paragraph 1 of the (ii) Right to file lawsuits and apply proceedings of various types (Article 510; Article 511, paragraph 1; Article 522, paragraph 1; Article 828; and Article 831 of the Companies Act of Japan) (iii) Duty to notify of reasons for not filing lawsuits (Article 847, paragraph 4 of the (6) Other Powers (i) Right to investigate incorporation procedures (Article 46, paragraph 1 of the Companies Act of Japan) (ii) Right to represent the company in lawsuits between the directors and the company (Article 386 of the End