Organizational Rules for the International Bankers Association of Japan
These Organizational Rules have been established by the Executive Committee tosupplement the Articles of Association and to set out organizational standards andprocedures required for the operation of the International Bankers Association of Japan(the “Association”).
1. Member Duties and Values
1.1. General Duties of Members
In order to achieve the objectives and purposes of the Association stipulated in
Article 3 of the Articles of Association, its members (“Members”) shall makereasonable endeavors to contribute to the activities of the Association, so that itwill:(a) act as a clearinghouse for the exchange of ideas and information, and thereby
to promote greater cooperation among foreign financial firms in Japan;(b) represent the common interests and issues of Members in relation to all
aspects of their business in Japan,(c) provide a vehicle for placing before the Government of Japan and otherorganizations that seek to influence the financial services industry the views ofMembers regarding issues affecting their business; and(d) make available the collective knowledge and experience of Members by way ofrepresentations to such organizations, and, for this purpose, to gain
representation for the Association on committees, governmental or otherwise,
which shall attempt to influence the Industry.
1.2. Member Values
Members understand that effective advocacy must balance their self-interest withresponsibility for the public interest. Thus, Members recognize their central role in
the growth and development of the banking and capital markets in Japan, as well as
their responsibility to clients, issuers and investors. The values of Members
include:(a) adherence to the highest ethical, professional and regulatory standards;(b) commitment to represent the best interests of the client; and(c) unquestioned integrity in all business and industry dealings.
Members uphold these values through responsible management; superior
products and services; professional education for employees; and clear, consistentand complete information for clients about products, services, and the risks andrewards associated with the banking and capital markets.

2. Membership2.1. Members:
Membership stipulated in Article 5 of the Articles of Association shall be limited tocorporations which meet the following criteria:(a) a financial group engaged in both commercial banking and type-I financial
instruments business in Japan (i) both of which are duly registered or licensed
in Japan; and (ii) is a firm whose global headquarters for the same type ofbusiness and the majority of whose ownership are outside Japan (each such
Member, a “Financial Group Member”);(b) a commercial bank, duly licensed in Japan, whose global headquarters for thesame type of business and the majority of whose ownership are outside Japan(each such Member, a “Commercial Bank Member”);(c) a type-I financial instruments firm, duly registered in Japan, whose global
headquarters for the same type of business and the majority of whose
ownership are outside Japan (each such Member, a “Securities Firm Member”);
and(d) a representative office of a commercial bank or securities firm which is notengaged in any transactional activity in Japan and the majority of whose
ownership is outside Japan (each such Member, a “Representative OfficeMember”).
Each Member shall designate a senior executive officer to serve as therepresentative of the Member to the Association, including representation at theAnnual General Meeting of Members.
2.2. Associate Members:
The Executive Committee may admit applicant corporations or partnerships as
Associate Members stipulated in Article 11 of the Articles of Association.
Associate Members shall consist of General Associate Members and Special
Associate Members.
2.2.1. General Associate Members
General Associate Members are admitted to the Association where the
Executive Committee determines that the admission will help promote theobjectives stipulated in Article 3 of the Articles of Association.
General Associate Members shall be entitled to receive the Association’s
members-only services, including attendance at information forums and othermembers-only events, and joining a syndicate of Members (in this subsection
the term “Members” includes General Associate Members) to share costs oftranslation, training and other information services. General Associate
Members shall also have the possibilities of giving presentations to Members
on areas of their expertise and of participating in the Association’s working
groups where so requested.

Each General Associate Member shall be required to observe a strictprohibition against self-promotion. Rather than self-promotion, each General
Associate Member is expected to contribute its knowledge, expertise andexperience for the positive development of banking and capital markets inJapan.
General Associate Members may attend the Annual General Meeting ofMembers and any Special General Meetings of Members but they may not voteon any matter. In addition, General Associate Members will not have the rightto call a general meeting, to propose any agenda items or to make any
statements.
2.2.2. Special Associate Members (JFMC Members)
Special Associate Members (which may also be referred to as “JFMC
Members”) are Japanese financial institutions which participate in the Japan
Financial Markets Council (“JFMC”). Conduct of the JFMC and Special
Associate Members shall be governed solely by the Memorandum ofUnderstanding executed between the Special Associate Members and the
Association, provided that Membership Fees charged to Special Associate
Members shall be agreed by the Special Associate Members and approved by
the General Meeting of Members.
Special Associate Members shall not be entitled to receive the Association’s
members-only services stipulated in Subsection 2.2.1. above.
Special Associate Members may not attend the Annual General Meeting ofMembers or any Special General Meetings of Members.
Associate Members are not permitted to become members of any committee,
including the Banking Sector Committee and the Securities Sector Committee.
3. Admission, Withdrawal and Suspension/Expulsion
3.1. Admission
Any organization seeking to become a Member of the Association shall apply to theSecretary General, who will thereafter forward the application to the Executive
Committee. The applicant shall become a Member upon the approval of the
Executive Committee and after receipt of all relevant subscription fees.
Notwithstanding that Associate Members are not Members of the Association, in
Article 5 Paragraph 3, Article 6 Paragraph 1 and Articles 7 through 9 of the Articles
of Association, and in sections 3 and 4 of these Organizational Rules, the term
“Members” applies mutatis mutandis to General Associate Members.

3.2. Withdrawal
A Member may withdraw at any time by giving written notice to that effect to theSecretary General.
3.3 Suspension/Expulsion
Any Member may be suspended if the Member shall commit any act detrimental tothe interests of the Association. An affirmative vote of three-quarters (3/4) of the
Directors shall be required to effect suspension of a Member. If the Executive
Committee determines by an affirmative vote of three-quarters (3/4) that there isa justifiable reason for dismissal of a Member, the Executive Committee shallsubmit a proposal to expel the Member to the General Meeting of Members for a
resolution pursuant to Article 9 of the Articles of Association.
No suspension or expulsion of a Member may take place unless another Member
files a formal complaint, in writing and containing specific allegations, with the Vice
Chairman, Member Affairs. Upon receipt of such filing, the Vice Chairman shallinvestigate the facts as he/she deems appropriate and prepare and distribute areport to the Executive Committee.
Such suspension or expulsion shall become effective immediately following such
affirmative vote or a resolution. At least fifteen (15) days prior to the date on whichsuch suspension or expulsion is to be considered by the Executive Committee, theMember shall be furnished with a written statement of the allegations and shall be
provided an opportunity for a hearing thereon.
A Member which is suspended from membership shall not enjoy any of the rights
and privileges of membership during the period of such suspension, and a Member
which is expelled from membership shall forfeit all rights and privileges ofmembership immediately upon the effectiveness of such expulsion.
3.4. No Refund for Withdrawing Members
A Member which terminates their membership or is expelled from the membershipin accordance with Subsection 3.2. or 3.3. above shall not be eligible for a refund of
the Membership Fee and shall have no subsequent claim on the assets of the
Association.
3.5. Members’ Duty to Notify Material Changes
Members making material changes in their organizations or those affecting theirmembership status as listed below are required to notify the Association of saidchanges:(a) change in the corporate name;(b) change in the principal address in Japan;(c) change in the Member representative;(d) obtainment, withdrawal or revocation of applicable banking license orregistration as a type-I financial instruments firm; or(e) corporate restructuring including merger, acquisition and transfer of all orsignificant part of business, filing for bankruptcy, corporate reorganization,
civil rehabilitation or any other insolvency proceeding, or any other event
which will affect their membership status or result in any of the changes listedin (a) through (d) above.
4. Membership Fees
4.1. Membership Fees
Pursuant to Article 6 of the Articles of Association, all Members shall be required
to pay an annual subscription fee (the “Membership Fee”) as determined by theGeneral Meeting of Members, to meet expenses of the Association. The
Membership Fee will cover one calendar year from 1st October to 30th September(the “Membership Year”). The Membership Fee will be applied as a fixed or a
proportional amount, or combination of both, using a methodology approved by
the General Meeting of Members.
Each Member may be required to pay, on demand, such additional amounts, as may
be determined by the Executive Committee, to meet unanticipated expenses of the
Association. Any additional funding request exceeding 25% per annum of anannual Membership Fee shall require approval of the General Meeting of Members.
4.2. Adjustments for New Members and Members Changing Classification
New Members admitted to membership during a Membership Year and Memberschanging their classification (e.g., as a result of merger or acquisition) shall pay a
pro-rata share of the Membership Fee, calculated using an actual/12 month year,
and payable within thirty (30) days from the date of their admission to membership.
4.3. Member Service Charges
Certain member services such as translation, seminars and events, may be offeredon an ‘at-cost’ basis, pursuant to terms adopted by the General Meeting ofMembers and approved by the relevant tax authority.
5. Directors, Officers and Organizations
5.1. Directors
When Directors are to be elected or re-elected pursuant to Article 19 of the
Articles of Association, the Secretary General shall solicit nominations for election
and/or re-election and report the nominations to the Executive Committee. Afterthe slate is approved by the Executive Committee, it shall be proposed to theGeneral Meeting of Members. The Executive Committee shall be guided in its
selection by a need to balance the various interests and the composition ofMembers. Directorship is held on an individual basis as required by the law. Termsof Directors (two years unless determined otherwise at the General Meeting ofMembers, in accordance with Article 20 of the Articles of Association) shall bestaggered, to the extent possible, so that approximately half of the Directors will
be elected each year.
Decisions by the Directors shall be made at Executive Committee meetings and be
duly minuted. A decision may also be made in writing or electronically if an
Executive Committee meeting cannot be held in a timely manner and if all the
Directors agree to the proposed decision.
The day-to-day procedures for the conduct of the activities of the Association may
be set forth in rules of the Association established from time to time by anaffirmative resolution of the Executive Committee.
Unless otherwise stipulated in the law, the Articles of Association or these
Organizational Rules, any decisions or actions “by the Executive Committee” shallmean those agreed by a majority of all Directors who hold such offices as at thetime of the decisions or actions, and any notification “to the Executive Committee”
shall be deemed to have been made effectively if such notification has been either
sent to each Director by mail or e-mail, or presented at an Executive Committee
meeting which has been duly convened.
5.2. Office of the Chairman
The Executive Committee shall, at every Annual General Meeting of Members,present candidates for a Chairman (kaicho) and two Vice-Chairmen (fuku kaicho)
who shall form the “Office of the Chairman,” from representatives of Members
who have been elected or re-elected as Directors. At the Annual General Meetingof Members, Members shall have an opportunity to consent or dissent to thenomination. The Directors shall, following the Annual General Meeting ofMembers, elect the Office of the Chairman from among themselves pursuant to
Article 21 of the Articles of Association. This decision shall be guided by theconsent or dissent expressed by a majority of Members present at the Annual
General Meeting of Members.
At least one member of the “Office of the Chairman” shall be a representative of a
Banking Sector Member (as defined in Subsection 5.4.1. below) and at least one
shall be a representative of a Securities Sector Member (as defined in Subsection
5.4.1. below).
In the event that the Chairman shall resign from such office, or cease to be a
Director, the Executive Committee shall appoint one of the Vice Chairmen, or ifneither of the Vice Chairmen is willing to accept such appointment, then any other
Director, to hold office as Chairman until the next Annual General Meeting ofMembers, pursuant to the second sentence of Article 21 Paragraph 1 of the
Articles of Association.
In the event that a Vice Chairman shall resign from such office, or cease to be a
Director, the Executive Committee may appoint any other Director to hold suchoffice until the next Annual General Meeting.

5.2.1. The Chairman
The Chairman shall preside at all meetings of the Executive Committee andshall generally supervise the management of the affairs of the Association,subject to the law, the Articles of Association, these Organizational Rules andany other rules of the Association which the Executive Committee may fromtime to time adopt, and such directions as the General Meeting of Members or
the Executive Committee may give, and shall discharge such other functions as
the General Meeting of Members or the Executive Committee may from time
to time entrust to him/her.
5.2.2. Vice Chairman, Member Affairs
One of the Vice Chairmen elected shall be nominated by the Executive
Committee to oversee the Association’s relations with Members including
admissions, withdrawals and disciplinary issues concerning Members, and toact as deputy to the Chairman.
5.2.3. Vice Chairman, Finance and Administration
One of the Vice Chairmen elected shall be nominated by the Executive
Committee to oversee the Association’s finances and administration, and to act
as deputy to the Chairman in the absence of the Vice Chairman, Member
Affairs.
5.3. Secretary General and the Office of the Secretariat
The Association shall maintain the Office of the Secretariat, which shall be locatedat the Association’s principal office.
The Executive Committee will appoint a Secretary General who shall head up the
Office of the Secretariat and have such functions, and may be paid such
remuneration, and be employed on such terms and conditions as the Executive
Committee may from time to time decide, and who shall report directly to the
Office of the Chairman on all matters pertaining to his/her functions. The day-today affairs of the Association shall be managed by the Secretary General, subject
to the oversight of the Office of the Chairman and the Executive Committee.
The Secretary General shall be required to attend all General Meetings ofMembers and the Executive Committee meetings, and shall be responsible for thetaking, writing and distribution of the minutes of such meetings.
The Association may from time to time employ other secretariat staff who shallhave such functions, and may be paid such remuneration, and be employed on suchother terms and conditions as the Executive Committee may from time to time
decide, and who shall report to the Secretary General, unless otherwise agreed by
the Executive Committee, on all matters pertaining to their functions.

5.4. Sector Committees and Ad Hoc Committees
5.4.1. Sector Committees:
There shall be a Banking Sector Committee composed of eligible senior
executives from eligible Commercial Bank Members and Financial Group
Members (collectively, “Banking Sector Members”). There shall be a Securities
Sector Committee composed of eligible senior executives from eligible
Securities Firm Members and Financial Group Members (collectively,“Securities Sector Members”). At the request of a majority of any othersegment of the financial services industry that the Executive Committee deem
appropriate for separate representation, the Executive Committee may form asector committee (each of such committees to constitute a “Sector
Committee”).
Each Sector Committee shall have up to eighteen (18) members. The membersof each Sector Committee shall be elected by the members of the relevant
sector at the Annual General Meeting of Members.
Members elected to any Sector Committee shall hold office for a term of two
years, and may be re-elected to the same office in subsequent years includingthat immediately succeeding his/her term. Membership on the Sector
Committee shall be held on an institutional basis.
Sector Committee members will be expected to attend meetings on a regularbasis, and anyone who is unable to comply with such a requirement, may, if
frequently absent, be urged by the Secretary General and/or the other Sector
Committee members to vacate his/her seat.
Members of a Sector Committee may nominate a Chairman of the Sector
Committee from among themselves. In the absence of such nomination, theSecretary General shall appoint a staff member of the Office of Secretariat toact as the Chairman.
Each Sector Committee shall prepare an annual strategic plan (the “Committee
Plan”) for presentation to the Executive Committee. Upon the approval of the
Executive Committee, the Committee Plan shall be communicated to thegeneral membership at the Annual General Meeting of Members.
Any Member which wishes to attend any Sector Committee meetings for thesector to which it belongs as an observer shall send a request to the Secretary
General for approval. Such an approval shall not be unreasonably withheld but
may be subject to the capacity of the meeting room and/or otheradministrative restrictions.

5.4.1.1. Delegated Authorities:(a) Each Sector Committee shall have the authority to adopt rules of orderthat may govern its deliberations, provided, however that the following
fundamental procedures shall apply:(i) decisions shall be made on a
one-firm-one-vote basis, (ii) there is no inconsistency with the Articles
of Association, these Organizational Rules or any other rules of the
Association, and (iii) the Executive Committee has an opportunity prior
to the effectiveness of the Sector Committee rules to satisfy
themselves that the foregoing conditions have been met.
(b) The Sector Committee shall have authority to direct, together with theSecretary General, the expenditure of such amounts as have beendelegated to the Sector Committee, for purposes consistent with theCommittee Plan and subject to any relevant decisions of the Executive
Committee.
(c) The Sector Committee shall have delegated authority to carry out theCommittee Plan, subject to any relevant decisions of the Executive
Committee, and where appropriate in cooperation with the other
Sector Committee(s) or other industry bodies.
(d) To insure transparency, the Sector Committee shall report regularly to
the Executive Committee on all activities of the Sector Committee, as
directed by the Executive Committee. The Executive Committee may
object to any action of the Sector Committee outside the scope of its
Committee Plan, or action it deems inconsistent with the Articles, these
Organizational Rules or any other rules of the Association.
(e) The Sector Committee shall not make its own press statements, press
releases or other public statements, unless such statements have been
expressly approved by the Executive Committee.
5.4.2. Ad Hoc Committees:
The Executive Committee may from time to time appoint additional
committees or sub-committees, to be taken from the general membership.
6. Financial Auditors
Two individuals or an auditing firm shall be elected by the Members of the Association,
at each Annual General Meeting of Members to act as financial auditors, and shall be
responsible for the auditing of the accounts of the Association.
7. Administration
7.1. Contract and Payment Authorities
Contractual arrangements in the name of and on behalf the Association shall beauthorized by the Executive Committee or (where required by the law) by theGeneral Meeting of Members, or otherwise in accordance with rules establishedby the Executive Committee. Contracts thus authorized shall be entered into by
the Chairman in his/her capacity as the Representative Director, or in his/herabsence by the Vice Chairman, Member Affairs, or in his/her absence by the Vice
Chairman, Finance and Administration. The Chairman may delegate such
authority to the Secretary General by a written instruction. The corporate seal (theregistered seal of the Representative Director) shall be kept by the Secretary
General and be affixed by him/her strictly in accordance with such instruction.
All funds of the Association shall be deposited from time to time to the credit of the
Association with such financial institutions as the Vice-Chairman, Finance andAdministration may select.
All checks, drafts, or other orders for the payment of money, notes, acceptances, orother evidences of indebtedness issued in the name of the Association, shall besigned by the Chairman, Vice-Chairman, Finance and Administration, or the
Secretary General, or by such Member, officer, agent, or employee of the
Association as shall be determined by the Executive Committee.
Endorsements for deposit to the credit of the Association in any of its duly
authorized depositories may be made without counter-signature, by the Chairman,
Vice-Chairmen, Secretary General or by any other Member, agent or employee ofthe Association to whom the Executive Committee shall have delegated such
power.
7.2. Budgets and Financial Reports
Annual budgets and annual financial reports including a list of assets andobligations and an income/expense statement, approved by the Vice Chairman,
Finance and Administration, shall be submitted by the Executive Committee to thegeneral membership for approval at the Annual General Meeting of Members, or atsuch other time as the Executive Committee may decide.
7.3 Documents Circulated to Members
All reports, documents, studies or recommendations prepared by any Committee,
subcommittee, employee or subcontractor shall be submitted to the Executive
Committee, prior to being circulated by the Secretary General to the general
membership. Such documents shall be the sole property of the Association.
7.4 Business Language
The official language for the conduct of the business of the Association shall be
English, except that certain statutory documents, including the Articles of
Association, public notices, tax-related documents, and certain resolutions of the
Directors and of General Meetings of Members which are to be submitted to theLegal Office, shall be prepared in Japanese, in which case English translations shallalso be prepared where necessary.

8. Meetings
8.1. General Meetings of Members
General Meetings of Members shall be called by the Secretary General on behalf of
the Chairman pursuant to a decision by the Executive Committee.
Notwithstanding that notice of a General Meeting of Members shall be sent to all
Members not later than one week prior to the date of the General Meeting ofMembers in accordance with Article 13, Paragraph 2 of the Articles of Association,
where the Executive Committee decides that Members may vote in writing orelectronically, the notice must be sent not later than two weeks prior to the date of
the General Meeting of Members in accordance with the proviso, Article 39
Paragraph 1 of the Law Concerning General Incorporated Associations andGeneral Incorporated Foundations.
In the absence of the Chairman at any meeting, the Vice-Chairman, Member
Affairs, or in his/her absence the Vice Chairman, Finance and Administration shallact as chairman of the meeting. In the absence of all three, the meeting shall elect a
person so to act, and such person shall be a Director.
Voting shall be by a show of hands, unless otherwise agreed to by the Chairman.
Voting by Members which are not physically present at the meeting may be madein writing (subject to the first paragraph of this subsection) or by proxy.
Proceedings of meetings shall be minuted by the Secretary General or in his/herabsence by a person nominated to act in his/her stead and shall be signed as
appropriate after approval.
8.2. Executive Committee
The governance of the Association shall be discussed at the Executive Committee,
which consists of all Directors. Chairmen of the Sector Committees (or the
relevant staff of the Office of the Secretariat in their absence) shall attend
Executive Committee meetings and present Sector Committee reports.
Meetings of the Executive Committee shall be held regularly, but not less thanonce every second month, or as agreed from time to time by the Directors. Noticeof such meetings shall be sent by the Secretary General to each Director andobserver, not later than 14 days prior to the date of the meeting.
Directors will be expected to attend meetings on a regular basis, and anyone who isunable to comply with such a requirement, may, if frequently absent, be urged by
the other Directors to vacate his/her seat.
In the absence of the Chairman at any meeting the Vice Chairman, Member Affairs,
or in his/her absence the Vice Chairman, Finance and Administration, shall act aschairman of the meeting and in the absence of all three of them, the meeting shallelect a person so to act.

Minutes of the proceedings of meetings shall be maintained by the Secretary
General or in his/her absence by a person nominated to act in his/her stead andshall be signed as appropriate after approval.
Established:
Amended:Amended:Amended:February 12, 2013
November 27, 2013
April 1, 2014
November 18, 2014