RULES ON EXECUTIVES AND THE BOARD OF DIRECTORS JAB S

Transcription

1 RULES ON EXECUTIVES AND THE BOARD OF DIRECTORS JAB S Second Edition on March 27, 2014 Established on August 5, 2010 JAPAN ACCREDITATION BOARD Established on August 5, /13-2nd edit. on March 27, 2014

2 RULES ON EXECUTIVES AND THE BOARD OF DIRECTORS (General Provisions) Article 1 These Rules set forth the matters on the Directors and Auditors (hereinafter, collectively referred to as the Executives ) and the Board of Directors of the Public Interest Incorporated Foundation The Japan Accreditation Board (hereinafter referred to as JAB ). 2 The Executives and the Board of Directors of the Corporation shall be subject to these Rules, in addition to the relevant laws and regulations and the Articles of Association and other rules of JAB. 3 The Rules on the Executives and the Board of Directors (S100) shall have no effect as rules. (Establishment of Executives) Article 2 JAB shall have the following Executives: (1) Directors: no less than three (3) and no more than twenty (20); and (2) Auditors: no more than two (2). 2 Of the Directors, one (1) shall be the President and one (1) shall be the Executive Director. 3 Of the Directors, a few may be selected as the Managing Directors, and a few may be selected as the Execution Directors. 4 The President, Executive Director and Managing Directors shall be the representative directors under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter, referred to as the General Incorporated Associations/Foundations Law ), and the Execution Directors shall be the exective directors under the item 2, Paragraph 1, Article 91 of the said Act. 5 The Executive Director, the Managing Directors and the Execution Directors shall be in office on a full-time basis. 6 A Director shall not act as Councilor or Auditor at the same time. 7 An Auditor shall not act as Councilor, Director or employee at the same time. (Appointment of Executives, etc.) Article 3 The Directors and Auditors shall be appointed by a resolution of the Board of Councilors. 2 Any Director shall obtain the consent of Auditors (or the consent of all of the Auditors if the Corporation has two (2) Auditors) to submit a proposal on the appointment of Auditors to the Board of Councilors. 3 The President and Executive Director shall be selected by a resolution of the Board of Directors. 4 JAB may have Managing Directors and Execution Directors who shall be selected by a resolution of the Board of Directors. 5 In appointing Directors or Auditors, all of the following requirements shall be satisfied. (1) For each Director, the total number of Directors who are said Director and his/her spouse or relatives within three degrees of kinship (including persons similar thereto who have such special relationship with said Director as prescribed by the relevant cabinet orders) shall not exceed one-third (1/3) of the total number Established on August 5, /13-2nd edit. on March 27, 2014

3 of Directors. The same shall apply to the Auditors. (2) The total number of Directors who assume the positions of directors or employees of any other identical organizations (except for public-interest organizations or such similar organizations as prescribed by the relevant cabinet orders) and such other persons similar thereto who have mutual close relationship as prescribed by the relevant cabinet orders shall not exceed one-third (1/3) of the total number of Directors. The same shall apply to the Auditors. (3) Any person stipulated in Paragraph 1 of Article 65 of the General Incorporated Associations/Foundations Law as applied mutatis mutandis pursuant to the provisions of Article 177 of the same Law shall not assume office as Executive. (4) The Directors shall not fall under the reasons for disqualification as stipulated in Item 1 of Article 6 of the Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation Law (hereinafter, referred to as the Public Interest Corporations Authorization Law ). The same shall apply to the Auditors. 6 For the purpose of the performance of the operations of JAB, from an accreditation body standpoint, any person who may have conflicts of interest shall be excluded. (Standards for Appointment of Executives) Article 4 In addition to the provisions of Paragraphs 7 and 8 of Article 3 hereof, Executives shall be required to satisfy the following standards and the specific requirements as stipulated in the subordinate documents of this Article. (1) President A person who has socially-recognized significant achievements and superior insights concerning the conformity assessment (2) Executive Director, Managing Director A person who has or satisfies all of the following elements: a. Knowledge and insights concerning the conformity assessment; b. Sufficient management skills and experience as manager, or qualification similar thereto; and c. Language skills necessary for international communication (3) Execution Directors A person who has sufficient insights and work experiences related to the business activities specified by the Board of Directors, (4) Other Directors A person who endorses the business purpose as stipulated in the Articles of Incorporation and has insights into the management of JAB. (5) Auditor A person who has sufficient insights into law, accounting, tax and the matters concerning JAB which are required for this position in order to supervise and audit the administration of JAB in terms of fairness, legitimacy and rationality. (Duties and Authorities of Directors) Article 5 Directors shall constitute the Board of Directors and shall participate in the decision on the performance of operations of JAB, as stipulated in the relevant laws and regulations and the Articles of Incorporation and as determined by the Board of Directors. 2 President, Executive Director and Managing Directors shall represent JAB and perform its operations, as stipulated in the relevant laws and regulations and the Established on August 5, /13-2nd edit. on March 27, 2014

4 Articles of Association. The duties and authorities of the President, Executive Director and Managing Directors, in addition to those as stipulated below, shall be determined by the Board of Directors. (1) The President shall represent the Board of Directors and exercise control over its work and shall have responsibilities and powers in relation to the performance of the following matters: a. operation of the Board of Directors; b. work for business planning and budgeting for revenues and expenditures; c. work concerning the preparation of business reports, detailed statements attached to business reports, and statements of accounts; d. work related to asset management; e. work related to contracts; f. work related to accreditation; g. work related to the designated investigation concerning multilateral recognition between national governments; h. following work: (i) publication of registered organizations related to conformity; (ii) investigations and research related to conformity; (iii) dissemination and enlightenment related to conformity; and (iv) interaction and cooperation with relevant domestic and foreign organizations related to conformity; i. Secretariat s work and work related to personnel affairs. (2) The Executive Director shall, as assistant to the President, control over the work of the Board of Directors and if the President is unable to act or the office thereof is vacant, he/she shall take over his/her duties. (3) The Managing Directors shall assist the Executive Director and take over his/her duties. 3 The Execution Directors shall execute the business of JAB in accordance with the laws and regulations, the Articles of Association of JAB and the decisions made by the Board of Directors. 4 The roles and work of other Directors shall be determined by the Board of Directors. 5 The President, Executive Director, Managing Directors and Execution Directors shall report to the Board of Directors the status of their execution of the business activities for more than two (2) times every business year at an interval exceeding four (4) months. (Duties and Authorities of Auditors) Article 6 Auditors shall perform the following duties: (1) Auditing the performance of the duties of the Directors, and preparing audit reports as prescribed by the relevant laws and regulations; (2) Investigating the work and the status of properties of the Corporation and auditing the financial reports and business reports or other for each fiscal year; (3) Attending the meetings of the Board of Directors and delivering opinions; (4) Reporting without undue delay to the Board of Directors if any Director commits or is likely to commit fraud or if any fact violating the relevant laws and regulations or the Articles of Incorporation or any significantly unjustifiable fact is Established on August 5, /13-2nd edit. on March 27, 2014

5 found; (5) In the case of the preceding Item, requesting the President to convene a meeting of the Board of Directors if deemed necessary; (6) Convening a meeting of the Board of Directors if, within five (5) days commencing on the date of request under the preceding Item, a notice to convene a meeting of the Board of Directors is not sent specifying the date of meeting within two (2) weeks commencing on the date of said request; (7) Investigating the proposals, documents and electromagnetic records and other materials that any Director intends to submit to the Board of Councilors; (8) In the case of the preceding Item, reporting the results of the investigation to the Board of Councilors if a violation of the relevant laws and regulations or the Articles of Association or any significantly unjustifiable fact is found; (9) If any Director commits or is likely to commit any act outside the scope of the purposes of JAB or in violation of the relevant laws and regulations or the Articles of Association and if such acts may cause significant damage to JAB, requesting the Director to cease such acts; and (10) Other duties stipulated in the relevant laws and regulations and the Articles of Association. 2 Auditors may at any time request Directors and employees to report the business, and investigate the status of the business and properties of JAB. 3 Auditors shall exercise other authorities as stipulated in the relevant laws and regulations or the Articles of Association. (Term of Office and Retirement Age of Executives) Article 7 The term of office of Directors shall end at the conclusion of a regular meeting of the Board of Councilors pertaining to the last fiscal year within two (2) years following their appointment, but they may be reappointed. 2 The term of office of Auditors shall end at the conclusion of a regular meeting of the Board of Councilors pertaining to the last fiscal year within four (4) years following their appointment, but they may be reappointed. 3 In the event that Executives retire due to the expiration of their term of office or resignation, if the number of Executives becomes less than the fixed number stipulated in Article 2 of these Rules because of their retirement, such Executives shall continue to assume rights and obligations as said Executives until newly appointed persons assume office. 4 Notwithstanding the provisions of Paragraphs 1 and 2 hereof, the term of office of any Executive elected to fill a vacancy of the office or to increase the number of Executives shall be for the remaining term of his/her predecessor or other Executives currently in office. 5 The Rules on retirement age of Executives shall be determined separately. (DIsmissal of Executives) Article 8 Any Director or Auditor who falls under any of the following Items may be dismissed by a resolution of the Board of Councilors: (1) violating official duties or neglecting his/her assigned duties; or (2) having difficulty in pursuing or unable to pursue his/her duties because of mental or physical incapacitation. 2 In the case as stipulated in the preceding paragraph, a resolution to dismiss the Auditor shall be adopted by the majority of two-thirds (2/3) or more of the Councilors who are entitled to vote. Established on August 5, /13-2nd edit. on March 27, 2014

6 3 For the cases as stipulated in the preceding two (2) paragraphs, if a Director or an Auditor falls under the Item 1 of Paragraph 1 hereof, the Executive in question shall be informed in advance of a resolution for his/her removal by the Board of Councilors and shall be given an opportunity to explain at a meeting of the Board of Councilors. (Remuneration for Executives, etc.) Article 9 Executives may be given remuneration in the amount calculated pursuant to the standards for payment of the remuneration or other determined by the Board of Councilors. 2 The standards as stipulated in the preceding paragraph shall be made public. 3 Notwithstanding the provisions of the preceding two (2) paragraphs, Executives may be paid for expenses incurred for executing their duties. 4 The matters necessary in connection with the preceding three (3) paragraphs shall be separately determined by the Board of Councilors. (Restrictions on Transactions by Executives) Article 10 In any of the following cases, an Executive shall disclose the material facts about the transactions in question in a meeting of the Board of Directors and obtain its approval: (1) the Executive intends to conduct any transaction that falls under the category of the business of JAB for him/herself or any third party; (2) the Executive intends to conduct any transaction with JAB for him/herself or any third party; or (3) JAB intends to guarantee a debt of the Executive or to conduct any transaction with any person other than the Executives in which the interests of the Corporation and of the Executive in question conflict with each other. 2 The Executive who conducted any transaction as stipulated in the preceding paragraph shall report the material facts of the transaction to the Board of Directors without undue delay. (Liability of Executives for Damages to JAB and Partial Exemption of Liability) Article 11 Any Executive who fails to perform his/her duties shall be liable for damages incurred by JAB due to such failure. 2 The liability under the preceding paragraph may not be relieved without consent of all of the Councilors. 3 Notwithstanding the provisions of the preceding paragraph, the liability of Executives under paragraph 1 may be exempted by a resolution of the Board of Councilors through the procedures as stipulated in Paragraphs 2 and 3 of Article 113 of the General Incorporated Associations/Foundations Law as applied mutatis mutandis pursuant to the provisions of Article 198 of the same Law, to the extent of the amount of damages as indicated in Item 1 of Paragraph 1 of Article 198 of the same Law less the minimum liability amount as indicated in Item 2 of Paragraph 1 of Article 198 of the same Law, if the Executive in question performs his/her duties in good faith and without gross negligence. 4 Notwithstanding the provisions of Paragraphs 2 and 3 hereof, pursuant to the provisions of Paragraph 1 of Article 114 of the General Incorporated Associations/Foundations Law as applied mutatis mutandis pursuant to the provisions of Article 198 of the same Law and Article 39 of the Articles of Association, JAB may exempt the liability of the Executive in question as stipulated in Paragraph 1 hereof by a resolution of the Board of Directors, excluding the Director in question, if it deems especially necessary taking into account the fact that because of which he/she Established on August 5, /13-2nd edit. on March 27, 2014

7 assumes liability and the condition of performance of the duties of the Executive in question and other circumstances, to the extent of the amount allowed for exemption under the provisions of the preceding paragraph, if he/she performs his/her duties in good faith and without gross negligence. 5 If the Board of Directors has passed a resolution, under the provisions of the preceding paragraph, to exempt the liability of the Executive pursuant to the provisions of Article 39 of the Articles of Incorporation, the President shall, without undue delay, notify the Councilors of the matters as indicated in Paragraph 2 of Article 113 of the General Incorporated Associations/Foundations Law as applied mutatis mutandis pursuant to the provisions of Article 198 of the same Law and the effect that Councilors shall raise objections to the exemption of liability, if any, within prescribed period of time; provided, however, that such period shall not be less than one (1) month. 6 If one-tenth (1/10) or more of the total number of Councilors raise such objections within such period of time as stipulated in the preceding paragraph, JAB shall not exempt, pursuant to the provisions of Paragraph 4 hereof, the liability under the Articles of Association. (Liability of Executives for Damages to Third Parties) Article 12 Any Executive who performs his/her duties in bad faith or with gross negligence shall be liable for damages incurred by any third party; provided, however, that this shall not apply if, in the cases of Paragraph 2 of Article 117 of the General Incorporated Associations/Foundations Law as applied mutatis mutandis pursuant to the provisions of Article 198 of the same Law, the demonstration as stipulated in the proviso of Paragraph 2 of Article 117 of the same Law is successfully made. (Joint and Several Liability of Executives) Article 13 In the event that any Executive is liable for damages incurred by JAB or any third party, if other Executives are held liable for such damages, such Executives shall constitute joint and several obligors. (Effecting of Liability Insurance for Executives) Article 14 JAB shall effect liability insurance for Executives against all damages. (Explanation of Duties for Newly Appointed Executives) Article 15 JAB shall provide newly appointed Executives with explanation about their duties and keep a record of such fact. (Establishment of Board of Directors and Subordinate Organizations) Article 16 JAB shall have a Board of Directors. 2 JAB shall have a Secretary-General and a Supervising Panel for Appeals and Complaints as subordinate organizations to the Board of Directors. 3 JAB shall have a Secretariat, Technical Committees, Accreditation Committees, a Designated Accreditation Assessment Technical Committee, and a Designated Accreditation Assessment Committee as subordinate organizations to the Secretary-General. (Constitution of Board of Directors) Article 17 The Board of Directors shall be comprised of all of the Directors. (Authorities of Board of Directors) Established on August 5, /13-2nd edit. on March 27, 2014

8 Article 18 The Board of Directors shall make resolutions on the following matters as well as those as stipulated in the relevant laws and regulations and the Articles of Association of JAB: (1) decision on the performance of operations of the Corporation as top management for the performance of operations; (2) enactment, revision and abolishment of the following rules: a. Quality Manual (QM100); b. Rules on the Technical Committee (K100); c. Rules on the Accreditation Committee (N100); d. Rules on the Designated Accreditation Assessment Committee (N200); e. Rules on Ethics (S201); f. Rules on Accreditation Fees (N401); g. Rules on Handling of Appeals and Complaints against Accreditation (SG200); and h. Rules on Supervising Panel for Appeals and Complaints (SG201); (3) supervising the performance of duties of Directors; (4) selection and removal of the President, Executive Director, Managing Directors and Execution Directors; (5) determination on the remuneration for the Directors based on the Rules on Remuneration for the Directors; (6) determination on the date and place of meetings of the Board of Councilors and the matters to be decided at the meetings, and the matters concerning the convocation of meetings of the Board of Councilors; (7) approval of business plans, budgets for revenues and expenditures, and materials describing the anticipated financing and capital investment in advance of the meeting of the Board of Councilors prior to the start of each fiscal year; (8) approval of business reports and settlement of accounts after the audit by Auditors and in advance of the meeting of the Board of Councilors; (9) Approval of the matters related to asset management as stipulated in the Articles of Asociation of JAB; (10) approval of important contracts or agreements that affect the performance of operations of JAB, except for the matters stipulated in the relevant laws and regulations as the matters subject to the approval of the Board of Councilors; (11) approval of the matters related to accreditation; provided, however, that the powers to make decisions concerning accreditation shall be delegated to the Accreditation Committee; (12) approval of the matters related to the designated accreditation assessment; provided, however, that the authorities to make decisions concerning the designated accreditation assessment shall be delegated to the Designated Accreditation Assessment Committee; (13) approval of the matters related to the Supervising Panel for Appeals and Complaints except for the matters related to the selection of the members of the Supervising Panel for Appeals and Complaints. The powers to make decisions concerning the appeals and complaints about accreditation shall be delegated to the Supervising Panel for Appeals and Complaints; (14) approval of the matters related to fees; and (15) approval of the new and reviewed matters for the analysis sheet of relationships with affiliated organizations. 2 In addition to the matters as stipulated in the relevant laws and regulations, the Articles of Association or the preceding paragraph, the Board of Directors shall decide the Established on August 5, /13-2nd edit. on March 27, 2014

9 matters necessary for the performance of operations of JAB. 3 Notwithstanding the provisions of the preceding two (2) paragraphs, the Board of Directors shall not decide the matters that require the resolution of the Board of Councilors under the relevant laws and regulations and the Articles of Incorporation. (Type and Frequency of Meeting of Board of Directors) Article 19 There are two (2) types of meetings of the Board of Directors: a regular meeting of the Board of Directors and an extraordinary meeting of the Board of Directors. 2 A regular meeting of the Board of Directors shall be held twice a year as a meeting for budgeting in either February or March and as a meeting for settlement of accounts in either May or June. 3 An extraordinary meeting of the Board of Directors shall be the meeting other than a regular meeting of the Board of Directors and shall be held in any of the following cases: (1) A meeting is convened by the President if he/she deems necessary; (2) Any Director other than the President who request the President to convene a meeting in writing describing the matters to be decided at the meeting; (3) Any Director who made a request under the preceding Item convenes a meeting if, within five (5) days commencing on the date of such request, a notice to convene a meeting of the Board of Directors is not sent specifying the date of meeting within two (2) weeks commencing on the date of said request; (4) If any Auditor requests the President to convene a meeting pursuant to the provisions of Item 5 of Paragraph 1 of Article 6 of these Rules; or (5) If any Auditor convenes a meeting pursuant to the provisions of Item 6 of Paragraph 1 of Article 6 of these Rules. (Convocation of Meeting of Board of Directors) Article 20 A meeting of the Board of Directors shall be convened by the President, except as stipulated in Paragraphs 3, 4, and 5 hereof. 2 In the case of Items 2 or 4 of Paragraph 3 of Article 19, the President shall, within five (5) days commencing on the date of such request, convene a meeting of the Board of Directors specifying the date within two (2) weeks commencing on the date of such request. 3 If the office of President is vacant or he/she is unable to act, the Executive Director and Managing Directors in that order shall take his/her place and if the Executive Director and Managing Directors are absent, other Director shall convene a meeting of the Board of Directors. 4 In the case of Item 3 of Paragraph 3 of Article 19, the Director who made such request shall convene a meeting of the Board of Directors. 5 In the case of Item 5 of Paragraph 3 of Article 19, the Auditor who made such request shall convene a meeting of the Board of Directors. 6 Notwithstanding the provisions of Paragraphs 1 through 5, upon agreement of all of the Directors and Auditors, a meeting of the Board of Directors may be convened without following the procedures for convocation. (Chairman of Meeting of Board of Directors) Article 21 The President shall preside over meetings of the Board of Directors. (Resolution of Board of Directors) Article 22 Resolutions of the Board of Directors shall be adopted by a majority of the Directors Established on August 5, /13-2nd edit. on March 27, 2014

10 present at a meeting where a majority of Directors excluding the Directors who have special interests in the resolutions are present. (Omission of Resolution of Board of Directors) Article 23 In the event that any Director submits a proposal on any matter to be decided at a meeting of the Board of Directors, if all of the Directors who are entitled to vote on the proposal indicate their consent to the said proposal either in writing or by way of electromagnetic record, a resolution approving the proposal shall be deemed to be adopted by the Board of Directors, except where any Auditor raises objections thereto. (Omission of Report to Board of Directors) Article 24 In the event that any Director or Auditor notifies all of the Directors and Auditors of the matters to be reported to the Board of Directors, the matter is not required to be reported to the Board of Directors; provided, however, that this shall not apply to the reports to be made pursuant to Paragraph 2 of Article 91 of the General Incorporated Associations/Foundations Law as applied mutatis mutandis pursuant to the provisions of Article 197 of the same Law. (Minutes of Board of Directors) Article 25 The proceedings of a meeting of the Board of Directors shall be recorded in the minutes pursuant to the provisions of the relevant laws and regulations and this Article. 2 Minutes of a meeting of the Board of Directors shall be prepared in writing or by way of electromagnetic record. 3 Minutes of a meeting of the Board of Directors shall include the following matters: (1) Date and place of the meeting of the Board of Directors; (2) If the meeting of the Board of Directors falls under any of the following, to that effect: a. the meeting that is convened upon the request of a Director pursuant to the provisions of Paragraph 2 of Article 93 of the General Incorporated Associations/Foundations Law; b. the meeting that is convened by a Director pursuant to the provisions of Paragraph 3 of Article 93 of the same Law; c. the meeting that is convened upon the request of an Auditor pursuant to the provisions of Paragraph 2 of Article 101 of the same Law; or d. the meeting that is convened by an Auditor pursuant to the provisions of Paragraph 3 of Article 101 of the same Law; (3) Record of the proceedings and the outcome of the meeting of the Board of Directors; (4) Name of the Directors, if any, who have special interests in the matter subject to a resolution; (5) Summary of opinions or statements, if any, delivered in the meeting of the Board of Directors under the circumstances as stipulated in the following provisions: a. If any Director who conducted transactions falling under any Items of Paragraph 1 of Article 84 of the General Incorporated Associations/Foundations Law reports the material facts about such transactions to the Board of Directors pursuant to the provisions of Paragraph 2 of Article 92 of the same Law; b. If any Auditor who recognizes a Director s misconduct or other or violation of the relevant laws and regulations or the Articles of Incorporation pursuant to the provisions of Article 100 of the same Law reports to the Board of Established on August 5, /13-2nd edit. on March 27, 2014

11 Directors to that effect; or c. If any Auditor who is present at the meeting of the Board of Directors pursuant to the provisions of Paragraph 1 of Article 101 of the same Law delivers his/her opinions as deems necessary; (6) Name of Directors and Auditors present at the meeting of the Board of Directors; and (7) Name of the person who presides over the meeting of the Board of Directors. 4 In any of the cases as stipulated in the following Items, minutes of a meeting of the Board of Directors shall contain the matters as stipulated in the relevant Item: (1) Following matters in the case where a resolution of the Board of Directors is deemed to be adopted pursuant to the provisions of Article 23 of these Rules: a. the matter on which a resolution of a meeting of the Board of Directors is deemed to be adopted; b. name of the director who submits the matter as stipulated in a. above; c. date on which a resolution of a meeting of the Board of Directors is deemed to be adopted; and d. name of the Director who performs the duties of preparing minutes of the meeting of the Board of Directors; (2) Following matters in the case where a report to the Board of Directors is not required to the Board of Directors pursuant to the provisions of Article 24 of these Rules: a. the matter on which a report to the Board of Directors is deemed not to be required; b. date on which a report to the Board of Directors is deemed not to be required; and c. name of the Director who performs the duties of preparing minutes of the meeting of the Board of Directors. 5 For minutes of a meeting of the Board of Directors, the names and seals or otherwise of the signatories to the minutes shall be required as stipulated below: (1) If minutes of a meeting of the Board of Directors is in writing, the President, Executive Director, Managing Directors and Auditors present at the meeting shall affix their names and seals to the minutes; and (2) If minutes of a meeting of the Board of Directors are made by way of electromagnetic record, the measures alternative to the signatures or the names and seals as prescribed by the Ordinance of the Ministry of Justice shall be taken for the matters that are recorded in such electromagnetic record. 6 Minutes of a meeting of the Board of Directors shall be kept at the principal office of the Corporation for ten (10) years from the day of the meeting of the Board of Directors. 7 Any Councilor may make the following requests at any time during the business hours of JAB: (1) If minutes of a meeting of the Board of Directors as stipulated in Paragraph 6 are prepared in writing, a request to inspect or copy said written minutes; or (2) If minutes of a meeting of the Board of Directors as stipulated in Paragraph 6 are prepared by way of electromagnetic record, a request to inspect or copy anything that displays the data recorded in such electromagnetic record in a manner prescribed in the relevant Ordinance of the Ministry of Justice. 8 If any creditor makes any request as listed in the Items of Paragraph 7 for the minutes of a meeting of the Board of Directors as stipulated in Paragraph 6 with necessity to pursue the liability of Directors or Auditors and with permission of a court, JAB shall accept such request. Established on August 5, /13-2nd edit. on March 27, 2014

12 9 JAB may refuse to accept the request under Paragraph 8 if a court does not give permission as stipulated in Paragraph 8 pursuant to Paragraph 4 of Article 97 of the General Incorporated Associations/Foundations Law as applied mutatis mutandis pursuant to the provisions of Article 197 of the same Law. (Rules for Operations of Board of Directors) Article 26 Any matter necessary for the operations of the Board of Directors shall be determined by the Board of Directors, in addition to those as stipulated in the relevant laws and regulations or the Articles of Association. (Revision and Abolishment) Article 27 These Rules may be revised or abolished through a resolution of the Board of Councilors. (Referred document, forms) Article 28 Document number S001 Document name Articles of Association Supplementary Provision These Rules shall come into effect on August 5, Supplementary Provision These revised rules shall come into effect upon conclusion of the regular meeting of the Board of Counsilors for the year Established on August 5, /13-2nd edit. on March 27, 2014

13 Japan Accreditation Board Gotanda AN Bldg. 3rd Floor, 22-1, Higashi Gotanda 1-chome, Shinagawa-ku Tokyo , JAPAN Phone: Fax: The quotation of text, reprinting, and reproduction of this document without authorization by JAB are prohibited by the copyright law. Established on August 5, /13-2nd edit. on March 27, 2014