JAPAN Law and Practice Contributed by: Hiroshi Mitoma, Tomohiko Iwasaki and Kosuke Hamaguchi, Nagashima Ohno & Tsunematsu
have a special interest in the resolution may not participate in the vote. A board meeting may be held through a video-conference or conference call system. If so provided in the articles of incorporation, a board resolution may be made without hold- ing a physical meeting if all directors who are entitled to participate in the vote agree in writ - ing (whether physically or electronically) to a proposal submitted by a director. That being said, circulation of board minutes to the board members together with their signatures on the minutes is not deemed to be a board resolution. A board of directors consists of three or more directors and is required to appoint one or more representative directors. In the case of a joint stock company with an audit and supervisory committee or nominating and other committees, a majority of each committee’s members must be outside directors. In the case of a company with nominating and other committees, members of each committee may serve as members of other committees. 4.2 Roles of Board Members The board members are, in general, divided into 4. Directors and Officers 4.1 Board Structure
company. The authority of the representative director extends to all actions (whether judicial or non-judicial) in connection with the company’s operation. The representative director may also decide the company’s operation to the extent permitted by law as long as the board of direc - tors authorises them to do so. Other Executive Directors Other executive directors may not represent the company without a delegation from the repre - sentative director but may decide and execute the company’s operation, as is the case with a representative director subject to the same condition. However, in the case of a company with nominating and other committees, directors (other than executive officers) are not generally allowed to decide and execute the company’s operation because such functions are carried out by an executive officer. Outside Directors Outside directors are expected to supervise the management of the company from an independ - ent point of view. 4.3 Board Composition Requirements/ Recommendations A company with an audit and supervisory com - mittee or nominating and other committees must have two or more outside directors. There are several requirements or recommendations for listed companies. • First, a listed company with a board of statu - tory auditors is obligated to have one or more outside directors under the Companies Act. • Second, the Corporate Governance Code recommends that: (a) listed companies on the Prime Market ensure that one third or more of their
the following categories: • representative directors; • other executive directors; and • outside directors. Representative Directors
The role of the representative director is to exe - cute the company’s operation and represent the
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