Article 48. Appointment of Establishment Committee Members

1. In the situation where the kabushiki kaisha is to be established is a corporation with committees, establishment directors must take the following measures:

(1) Appoint the following parties (establishment committee members) from among the establishment directors,

(a) Parties who will become members of the nomination committee at the time of the establishment of the kabushiki kaisha.

(b) Parties who will become members of the audit committee at the time of the establishment of the kabushiki kaisha.

(c) Parties who will become members of the compensation committee at the time of the establishment of the kabushiki kaisha.

(2) Appoint parties who are to become executive officers at the time of the establishment (called “establishment executive officer”) of the kabushiki kaisha.

(3) Appoint a party from among the establishment executive officers who will become a representative executive officer at the time of the establishment (called “representative executive officer”) of the kabushiki kaisha. Provided, however, when there is only one executive officer, that party shall be appointed representative executive officer.

2. The establishment directors may, during the period until the time of the establishment of the kabushiki kaisha, dismiss establishment committee members or, at the time of incorporation, dismiss the representative executive officer.

3. Measures based on the provisions of the previous two paragraphs shall be taken upon a majority vote of the establishment directors.

Disclaimer: This translation is for general reference purposes only and is provided on an “as is” basis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) shall not be responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese text of the laws. In the text of the translation article headings are added in parenthesis are not in the Japanese language original and are added only for the purposes of enhanced comprehension.

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