[Translation]
Code of Kansayaku1 Auditing Standards
Japan Corporate Auditors Association
Enacted on March 25, 1975

Revised on July 20, 1982
Revised on September 29, 1993
Revised on October 31, 1994
Revised on January 7, 2000
Revised on June 13, 2002
Revised on February 12, 2004
Final revision on January 12, 2007

(Notes)This translation is prepared only for reference purposes and in the case of any matters falling within theambits of the Code of Kansayaku Auditing Standards (the “Code”), reference should be made to theoriginal Japanese text of the Code. The Code is intended solely as a best practice benchmark by whichkansayaku may perform their audit duties. It does not replace or supplement in any way whatsoever thecurrent legal regime applicable to auditors and does not give rise to duties for auditors over and above those
imposed by prevailing legal standards. Non-conformity with the Code would therefore not per se give riseto legal liability or a cause of action against the kansayaku concerned. Kansayaku are expected to prepare
their own auditing standards applicable to the company, to the best possible level, by reference to the Code.
The same shall be applied to other rules or standards prepared or enacted by the Association, including the“Audit Practice Standards for Internal Control Systems”.

Revision of Code of Kansayaku Auditing Standards
I

Background

The Code, including its structure, was revised in its entirety in February 2004 (which revision is hereinreferred to as the “2004 Code Revision”), in order to respond to changes in the domestic and international
environments, and to clarify the roles and duties currently expected of kansayaku.

1

Translation note: “kansayaku,” which denotes a type of internal corporate auditor required by theJapanese Commercial Code, is sometimes translated as “statutory auditor” or “corporate auditor.” To
avoid confusion with external accounting auditors, we retain the original Japanese word.

-2Thereafter, the Companies Act of Japan (Kaishahou) and the ministerial ordinances of the Ministry ofJustice thereof which took effect in May 2006 stipulated provisions, which were already added to the Codeat the time of the 2004 Code Revision, related to auditing the operating effectiveness of internal control
systems and the development of an environment for kansayaku audits, etc., and newly stipulated provisions
related to the responsibilities, etc., of kansayaku.
In order to respond to these changes of law after the 2004 Code Revision and environmental changes, theJapan Corporate Auditors Association has revised the Code again.

II

Substance of the Revisions

Taking into consideration the Companies Act of Japan and the ministerial ordinances of the Ministry ofJustice, we have decided that it is not necessary to change the underlying policy of the Code. The preamble
to the 2004 Code Revision has been kept intact. On the other hand, we have made revisions to maintainspecific and systematic guidelines for audit practices, similar to the previous Code. They are meant not
only to address the legal requirements, but also to clarify the audit practices that will be evaluated and toprovide the standards by which kansayaku will be held accountable.
In this revision of the Code, the points primarily taken into consideration are as follows:
The companies to which the Code applies shall be large-scale companies under the Companies Act ofJapan, as under the previous Code, and the revisions have been made mainly in consideration of listedcompanies. If the companies are not large-scale companies, it is desirable to conduct audits in reference to
the Code while keeping in mind each company’s audit environment and relevant differences from large
companies.
1.

In the case of a large-scale company that maintains a board of directors, board of directors’
resolutions with respect to the basic policies of its internal control systems are required by theCompanies Act of Japan. We have revised the Code, in accordance with the provisions of theCompanies Act of Japan, with respect to, among other things, the contents of the board of directors’
resolutions, and monitoring and verifying operating effectiveness of internal control systems
developed by directors. With respect to establishing a more concrete manner of auditing internal
control systems, etc., we have decided to enact “the audit practice standards for internal control
systems” based on the Code.

2.

“Systems to ensure the effectiveness of a kansayaku’s audit activities” have been identified as part ofthe basic policy of internal control systems for which a board of directors’ resolution is required.
Directors and the board of directors must be cognizant of developing systems which are necessary
for the performance of kansayaku’s duties as required by law. Thus, we have specifically and-3systematically provided for the development of a kansayaku audit environment by creating aseparate section in the revised Code.
3.

Matters concerning kansayaku that are required to be disclosed, such as matters pertaining tocandidates for kansayaku and the status of the performance of duties of outside kansayaku (shagaikansayaku), have been expanded by the Companies Act of Japan. Thus, we have made the required
revisions to the Code concerning the procedures and the criteria for selecting kansayaku candidates,in addition to the responsibilities, etc. of outside kansayaku.

4.

Kansayaku shall be granted the power to consent to the determination of accounting auditors’
remuneration, etc., and the accounting auditors shall be obligated by law to provide the kansayaku
with a notice of “matters concerning the performance of the accounting auditors’ duties”. Thus,
necessary provisions have been added to the Code in relation to the responsibilities to be discharged
by kansayaku in ensuring the appropriateness and reliability of accounting audits.

5.

Kansayaku’s opinion shall be provided in the audit report if the “basic policies regarding those who
rule on the company’s determination of its financial and business policies” are included in a business
report. Thus, a separate section addressing this issue has been added to the Code and also refers to
the responsibilities to be discharged by kansayaku in ensuring the appropriateness of takeover
defense measures.

6.

The Companies Act of Japan introduced a system that requires kansayaku to give notice of theirreasons for not filing a lawsuit pursuit to the liability of a director; when demanded to do so byshareholders or director(s), and thereby the appropriate decision-making of kansayaku became more
important. Thus, revisions have been made to the Code to address kansayaku’s actions related toderivative lawsuits, etc.

Revision of Code of Kansayaku Auditing Standards
Japan Corporate Auditors Association
Revised on February 12, 2004
I

Background

The Code was adopted by our association in March 1975 and then revised several times to incorporate therevisions to the Japanese Commercial Code (together with the Law for Special Provisions for theCommercial Code concerning Audits, etc., of Kabushiki Kaisha2, and collectively herein referred to as the“Japanese Corporations Law”). The Code has functioned as a set of standards of conduct for kansayaku in

2

Translation note: “kabushiki kaisha” means joint stock corporation, the most typical type of limited
liability corporation under the Japanese Corporations Law.

-4performing their duties. The main contents of the Code are a philosophy of auditing for kansayaku andprovisions regarding certain basic matters required by law. However, given the dramatic changes in recent
years in the environment surrounding kansayaku audits, it has become necessary for the Code to be revisedso that it provides sufficient standards of conduct for kansayaku to perform their expected duties.
In the legal sphere, the kansayaku’s functions were reinforced by the 2001 revision of the JapaneseCorporations Law in respect of corporate governance. Soon thereafter, the 2002 revision of the JapaneseCorporations Law and related legislation introduced a new system of “a company with committees,” which
provides an alternative governance system for large-scale companies. A new era has thus been opened,
where companies compete in quality of corporate governance systems, including their audit systems. In
addition, rapid progress is being made in the revision of relevant laws, regulations and accounting standards
to keep up with the globalization of financial and capital markets, the move to consolidated management,
and the accumulation of judicial decisions concerning director liability in response to repeated corporate
scandals.
In order to respond to these changes in domestic and international environments, to clarify the roles andduties currently expected of kansayaku, and to present specific standards for their conduct, we, Japan
Corporate Auditors Association, have reviewed and revised the Code in its entirety, including its structure,by incorporating several studies and the opinions of our internal committees and study groups.

II

Essence of Revision

In this revision of the Code, we have aimed not only to address the audit philosophy and legal requirements
as with previous revisions of the Code, but also to provide specific and systematic guidelines for audit
practices and thereby clarify the audit practices that will be evaluated and to provide the standards by whichkansayaku will be held accountable. Recognizing that the kansayaku’s fundamental duties are to audit thedirectors’ performance of their duties from an independent position and thus to prevent corporate scandals
and to ensure and safeguard sound and continuous growth of their company, we have clarified thatkansayaku shall perform their duties with a view to the establishment and operation of a good corporate
governance system.
The essence of the revision is as follows.
1.

With respect to decision-making by the board of directors and other organizations, the so-calledbusiness judgment rule is being established through judicial decisions for determining directors’
fulfillment of the duty of care. In light of this, we have included in the revised Code the audit ofwhether management decisions are reasonably made on the basis of sufficient information and inaccordance with an appropriate decision-making process.

-52.

With respect to individual director’s performance of their duties, it is being recognized, particularly
for large-scale publicly-held companies, that directors are required to establish so-called internal
control systems as part of their duty of care. In light of this, we have decided to include in therevised Code provisions concerning the audit of whether internal control systems have beendeveloped in a manner appropriate for the company’s size, nature of business, and other relevant
aspects of the company.

3.

While the previous Code already included items like preventive audits to avoid corporate scandals,
internal controls, the relationship with accounting auditors (kaikei-kansanin), etc., we have now
identified more specific audit standards that recognize the importance of development of the audit
environment for kansayaku, taking into consideration the points mentioned in paragraph 2, such as
establishing systems to assist kansayaku in performing their duties and a system of cooperation withthe company’s Internal Audit Division, etc. (defined in Article 32).

4.

While the kansayaku system is based on individual independence (dokunin-sei) among kansayaku,
we have provided for strengthening the functions of the kansayaku-kai, its chairperson, outsidekansayaku, etc., in order to improve their organizational efficiency.

5.

In order to ensure the appropriateness, transparency and reliability of corporate disclosure,provisions have been included with respect to, among other things, the kansayaku’s monitoring of
the independence of accounting auditors, and monitoring and verifying whether the company has
established and is operating such financial reporting systems as are necessary and adequate for the
directors to prepare accurate financial statements, accounting documents and related disclosures.

6.

Provisions have been added to reflect the 2001 revision of the Japanese Corporations Law andrelated legislation in respect of corporate governance, under which kansayaku are expected to fulfill
specific roles in situations involving conflict of interest between directors and the company, such asthat consent of the kansayaku is required for exemption or reduction of a director’s liability or forthe company’s participation in a derivative lawsuit to assist the defendant directors.

7.

In order to improve the transparency and ensure the reliability of kansayaku’s audit activities andaudit reports, provisions have also been added concerning kansayaku’s conduct of audit reportingand disclosure as well as kansayaku’s duty to provide explanations to the shareholders.

III

Ensuring the Effectiveness of Audits by Kansayaku

In order for kansayaku to effectively discharge their responsibilities under the Code, it is extremely criticalfor directors, particularly representative directors, to be fully aware of the importance and usefulness ofkansayaku audits, and to be aware that directors are strongly required, as their own obligation, to develop
an environment favorable to kanasayku audits. Kansayaku are strongly required, not only by the company

-6but also by society, to make efforts, as an independent organization playing a key role in corporate
governance, to promote such awareness.

IV

Companies to which the Code Applies

The Code has been prepared for large companies (including those deemed large-scale companies) as
defined under the Japanese Corporations Law, and chiefly with publicly-held companies in mind. For
small or medium companies, it is desirable to conduct audits in reference to the Code while keeping in
mind each company’s audit environment and relevant differences from large-scale companies.

Kansayaku Audit Code

Chapter I
Purpose of this Code

Article 1(Purpose)

1.

This code (the “Code”) clarifies the responsibilities of kansayaku and the attitudes they should havetowards discharging such responsibilities, and defines an audit system for discharging such
responsibilities, as well as standards and behavioral guidelines for conducting audits.

2.

Kansayaku shall act in accordance with this Code, taking into consideration the company’s size, thenature of its business, various risks surrounding the company, and other aspects related to thecompany’s particular audit environment, and shall endeavor to ensure the effectiveness of theiraudits.

Chapter II
Responsibilities and Attitudes of Kansayaku

Article 2(Kansayaku’s Roles and Responsibilities)

1.

Kansayaku are responsible for establishing a good corporate governance system that will ensure thesound and continuous growth of the company and accommodate society’s trust by auditing thedirectors’ performance of their duties as an independent organization entrusted by the shareholders.

2.

In order to discharge the responsibilities mentioned in the preceding paragraph, kansayaku shallattend the board of directors’ meetings and other important meetings, verify the contents of reports
received from directors, employees and other people in the company, conduct investigations withrespect to the status of the operations and financial status of the company, and take any necessary
measures in a timely manner, including without limitation expressing suggestions, recommendations
or opinions to directors and employees and seeking injunctions against directors’ acts.

Article 3(Kansayaku’s Attitudes)

1.

Kansayaku shall endeavor to preserve their own independent position, maintain a fair and impartial
attitude and act based on their own convictions.

2.

Kansayaku shall endeavor to cultivate their knowledge with a view to improving the quality of theiraudits.

3.

In order to obtain the proper perspective for auditing, kansayaku shall endeavor to deepen theirunderstanding of management issues from an overall managerial perspective, and grasp transitions inmanagement conditions and changes in the corporate environment.

4.

Kansayaku shall continually endeavor to facilitate a mutual understanding with directors, employees
and other people in the company and its subsidiaries, collect sufficient information and develop theaudit environment.

5.

In formulating audit opinions, kansayaku shall endeavor to come to appropriate opinions by
diligently confirming the relevant facts, requesting outside professionals’ opinions as necessary, andhaving rational grounds for their opinions.

-86.

Kansayaku shall be careful to maintain the confidentiality of any information they obtain in thecourse of performing their duties.

7.

Kansayaku shall endeavor to make the directors, particularly the representative directors, fully
understand and recognize that it is important and indispensable for the directors to develop afavorable environment for kansayaku audits in order to establish and operate a good corporate
governance system that enables the sound and continuous growth of the company.

Chapter III
Kansayaku and Kansayaku-kai

Article 4(Full-time Kansayaku)

1.

The kansayaku-kai shall appoint one or more full-time kansayaku (joukin-kansayaku) from among
the kansayaku.

2.

Full-time kansayaku shall keep in mind their particular role as full-time personnel and shall actively
endeavor to develop the audit environment and to collect information within the company, and shallmonitor and verify, on a daily basis, the status of the establishment and operation of internal control
systems.

3.

Full-time kansayaku shall endeavor to share with other kansayaku information obtained in the courseof performing their duties.

Article 5(Outside Kansayaku)

1.

Outside kansayaku (shagai-kansayaku) shall keep in mind that their election is required by law inorder to strengthen the level of independence and neutrality of the audit system, shall actively try toobtain information necessary for their audit, and shall endeavor to share that information obtainedwith other kansayaku and develop the audit environment in cooperation with other kansayaku.

2.

Because of their independence, the reasons for their election and other related matters, outsidekansayaku shall keep in mind that they are particularly expected to express objective and neutral
audit opinions, and shall actively, candidly and directly pose questions and state their opinions to therepresentative directors and the board of directors.

3.

Outside kansayaku shall keep in mind that the status of performing their duties specified by law isdisclosed in the business report and thus, shall perform their duties appropriately.

Article 6(Functions of Kansayaku-kai)

1.

The kansayaku-kai shall be composed of all kansayaku.

2.

Given that the kansayaku-kai is the only deliberative or decision-making organization for the
purpose of formulating opinions regarding audits, each kansayaku shall report the status of
performance of his/her duties to the kansayaku-kai and endeavor to ensure the effectiveness of audits
through the utilization of the kansayaku-kai; provided, however, that the kansayaku-kai’s resolution
may not preclude any kansayaku from exercising his/her own powers.

3.

The kansayaku-kai shall express its opinions to the directors and the board of directors as necessary.

4.

In addition to the matters that the directors and employees are statutorily required to report to thekansayaku-kai, the kansayaku-kai shall determine through deliberations with the relevant directors

-9the scope of matters which the directors and employees shall report to the kansayaku-kai, and shallaccordingly receive from them timely reports on such matters.

Article 7(Duties of Kansayaku-kai)

The kansayaku-kai shall perform the following duties; provided, however, that the decision in item(iii) of this article may not preclude any kansayaku from exercising his/her own powers:(i)
preparing audit reports;(ii)

appointment and removal of full-time kansayaku; and(iii)

deciding audit policy, methods for investigating the status of the operations and financial
status of a company and other matters regarding the performance of kansayaku’s duties.

Article 8(Operation of Kansayaku-kai)

1.

It is desirable that the kansayaku-kai’s meetings be held on a regular basis and that the dates andtimes for the meetings for the year be fixed in advance, taking into consideration the scheduled dates
and times of the board of directors’ meetings, each kansayaku’s availability to attend, and otherrelevant factors; provided, however, that the kansayaku-kai’s meeting shall be held whenevernecessary.

2.

The chairperson of the kansayaku-kai shall be appointed by resolution from among the kansayaku.
The chairperson shall convene and preside over the kansayaku-kai’s meetings and perform any otherduties entrusted to the chairperson by the kansayaku-kai; provided, however, that the chairperson
may not preclude any kansayaku from exercising his/her own powers.

3.

The kansayaku-kai shall deliberate based on each kansayaku’s report, and formulate an audit
opinion.

4.

Any matter for which a kansayaku-kai‘s resolution is required shall be deliberated based on adequate
information.

5.

Kansayaku shall confirm that the outline and the results of the proceedings and other mattersprovided by any laws and regulations are appropriately described in the minutes of kansayaku-kai
meetings. All kansayaku present at such meeting shall affix to the minutes their respective
signatures, or their respective names and seal impressions.

Article 9(Involvement in Procedure to Elect Kansayaku)

1.

With respect to any proposal for the appointment of kansayaku to be submitted by the directors to ashareholders’ meeting, the kansayaku-kai shall deliberate on whether to give its consent to the
proposal.

2.

It is desirable that the kansayaku-kai have a prior opportunity to deliberate with the directors thecandidates for kansayaku, the procedures for deciding on a proposal for the election of a kansayaku,
the necessity for an election of substitute kansayaku, and other relevant matters.

3.

When necessary, the kansayaku-kai shall either demand that the directors include the election ofkansayaku in the agenda of a shareholders’ meeting or shall itself propose candidates for kansayaku
to be submitted by the directors to the shareholders’ meeting.

4.

Kansayaku shall keep in mind their independence, and if they come to have an opinion regarding theelection, dismissal, resignation, or disapproval of reappointment of any kansayaku, such opinion
shall be expressed at a shareholders’ meeting.

- 10 5.

Election, etc. of substitute kansayaku are undertaken pursuant to the procedure provided in thisarticle.

Article 10(Criteria of Selection of Candidates for Kansayaku)

1.

The kansayaku-kai shall establish a specific policy for the selection of candidates for kansayaku,
taking into consideration, among other relevant factors, (i) the distinctions between full-time andpart-time kansayaku and between inside and outside kansayaku together with respective numbers
thereof, (ii) the term of office of incumbent kansayaku, (iii) specialized expertise, and (iv) possible
vacancies in office.

2.

When selecting a candidate for kansayaku, the kansayaku-kai shall carefully examine his/hersuitability to serve as kansayaku in light of whether the candidate can complete the term of office,whether the candidate is sufficiently independent from the managing directors, and other relevant
factors. It is also desirable that at least one kansayaku has adequate knowledge of financial andaccounting matters.

3.

When selecting candidates for outside kansayaku, the kansayaku-kai shall confirm that there will be
no difficulties as to their independence, taking into consideration their relationship with thecompany, representative directors, any other directors, and key employees, and other relevant
factors; and shall also examine each candidate’s availability to attend the board of directors’
meetings, the kansayaku-kai and other relevant meetings, and other relevant factors.

4.

When selecting candidates for kansayaku and outside kansayaku, in addition to matters set forth in
the preceding two paragraphs, the kansayaku-kai shall also examine statutorily required matters tobe described in the reference documents for shareholders’ meetings with respect to a proposal for theelection of kansayaku.

Article 11(Remuneration, etc. of Kansayaku)

1.

When there is neither a provision in the articles of incorporation nor any resolution of ashareholders’ meeting concerning the amount of remuneration, etc. to be received by eachkansayaku, kansayaku shall determine the amount of remuneration, etc. to be received by eachkansayaku through deliberation, taking into consideration the distinction between full-time and parttime positions, the sharing of audit affairs among kansayaku, the content and level of the
remuneration, etc. of directors, and other relevant factors.

2.

If kansayaku come to have an opinion on the remuneration, etc. of kansayaku, they shall express
such opinion as necessary at the board of directors’ meeting or at a shareholders’ meeting.

Article 12(Audit Expenses)

1.

It is desirable for the kansayaku-kai to formulate in advance a budget for the expenses it determines
necessary for the performance of its functions; provided, however, that the kansayaku-kai has theright to demand reimbursement from the company for any expenses disbursed in an emergency or on
an extraordinary basis.

2.

In disbursing audit expenses, kansayaku shall keep in mind the efficiency and legitimacy of each
expenditure.

- 11 Chapter IV
Development of the Kansayaku Audit Environment

Article 13(Regular Meetings with the Representative Directors)

Kansayaku shall hold meetings with the representative directors on a regular basis to keep up-to-datewith management policies and to exchange opinions with the representative directors on any issues
to be addressed by the company, the risks surrounding the company, the status of the development ofa favorable environment for kansayaku audits, priority audit issues, and any other relevant matters,
and shall endeavor to deepen their mutual understanding and trust with the representative directors.

Article 14(System to Ensure the Effectiveness of Kansayaku Audits)1.

Kansayaku shall endeavor to ensure the establishment of a system which will improve audit
effectiveness and facilitate the performance of audit duties.

2.

In order to ensure the establishment of the system supporting kansayaku’s audits mentioned in thepreceding paragraph, kansayaku shall determine the contents of the following audit systems andshall request that directors and/or the board of directors develop such systems:(i)matters relating to employees who support the kansayaku’s duties, hereinafter referred to as“supporting employees”;(ii)matters relating to the independence of supporting employees from directors;(iii)

systems for directors and employees to report to kansayaku and any other systems relating toreports to be provided to kansayaku; and(iv)

any other systems to ensure the effectiveness of kansayaku’s audit activities.

Article 15(Supporting Employees)

1.

Kansayaku shall examine the systems of supporting employees, taking into consideration thecompany’s size, the nature of its business, various risks surrounding the company, and other aspects
related to the company’s particular condition.

2.

It is desirable that the duties of the secretariat of kansayaku and the kansayaku-kai be performed by
supporting employees who are devoted exclusively to such functions.

Article 16(Ensuring Supporting Employees’ Independence)1.

Kansayaku shall endeavor to ensure the independence of their supporting employees from the
managing directors.

2.

Kansayaku shall examine any matters necessary for ensuring their supporting employees’
independence, such as clarifying the following matters:(i)

supporting employees’ power;(ii)

the organization to which the supporting employees belong;(iii)

kansayaku’s rights to control and direct supporting employees; and(iv)

kansayaku’s rights to consent to personnel changes, to evaluate personnel affairs and toundertake disciplinary action against supporting employees.

- 12 -

Article 17(Reporting System to Kansayaku, etc.)

1.

Kansayaku shall examine the systems for directors and employees to report to kansayaku and otherrelevant systems relating to reports to be provided to kansayaku.

2.

Kansayaku shall request that each director be thoroughly aware that if a director discovers any factthat is likely to cause the company significant damage, he/she will be obligated to immediately
report such fact to the kansayaku-kai.

3.

In addition to the requirement set forth in the preceding paragraph, kansayaku shall deliberate withdirectors and decide on matters that will be reported to kansayaku or the kansayaku-kai on a regularbasis and who will be the reporter. The same shall apply to matters reported on a temporary basis.

4.

Kansayaku shall request that the representative director establish internal company rules andotherwise develop internal systems that enable matters determined in prior deliberation with thedirectors to be reported to kansayaku or the kansayaku-kai in an effective and timely manner.

5.

When a company has an internal reporting system for whistleblowers, kansayaku shall monitor andverify whether such system effectively functions by, for instance, having kansayaku designated asrecipients of information in this system; and shall endeavor to utilize such information in performing
kansayaku’s audit duties.

6.

To ensure that a system of cooperation with the company’s Internal Audit Division, etc. (defined in
Article 32) is effectively established and operated, kansayaku shall request that directors and/or theboard of directors support and develop such a system.

Chapter V
Audit of Director’s Performance (Gyoumu Kansa)

Article 18(Audit of Directors’ Performance of Duties)

1.

Kansayaku shall audit the directors’ performance of their duties.

2.

In order to discharge the responsibility mentioned in the preceding paragraph, kansayaku shall,among other things, perform the following duties:(i)

Kansayaku shall monitor and verify the decision-making of the directors in passing board of
directors’ resolutions and in other situations, and the performance of the board of directors’
duty of supervision.

(ii)

Kansayaku shall monitor and verify whether the directors have established and are operatinginternal control systems appropriately.

(iii)

Kansayaku shall take necessary measures, such as making suggestions or recommendations to
the directors, in case kansayaku become aware: (a) that any director has committed or is
likely to commit an act outside the purposes of the company or otherwise in violation of any
law or regulation or the articles of incorporation; (b) of any circumstance that is likely tocause the company significant damage, a serious incident, or an equivalent thereof; or (c) of
any circumstance that is markedly inappropriate for the corporate affairs of the company.

(iv)

Upon receipt of a report from a director to the effect that the company is likely to suffer
significant damage, kansayaku or the kansayaku-kai shall conduct necessary investigations
and take measures appropriate to the situation, such as providing suggestions or
recommendations to the directors.

- 13 3.

When necessary, with respect to the matters set forth in the preceding paragraph, kansayaku shalldemand the convocation of the board of directors’ meeting or seek an injunction against an act of thedirector(s) in question.

Article 19
1.

2.

(Auditing the Decision-Making of the Board of Directors, etc.)

With respect to the directors’ decision-making by way of either the board of directors’ resolution orotherwise, kansayaku shall monitor and verify the directors’ performance of their duties, including
without limitation their duty of care and their duty of loyalty, by applying the following
considerations:(i)

No material or careless error shall be made in understanding the relevant facts that constituted
the basis of the decision;(ii)

The decision-making process shall be reasonable;(iii)

The contents of a decision shall not violate any law or regulation or the articles ofincorporation;(iv)

The contents of a decision shall not be obviously unreasonable as a decision of ordinary
corporate management; and(v)

A decision shall be made primarily in the best interests not of the directors or others but of thecompany.

When necessary, in relation to the matters mentioned in the preceding paragraph, kansayaku shallmake suggestions or recommendations to the directors or seek an injunction against an act of thedirector.

Article 20(Performance Audit of the Board of Directors’ Duty of Supervision)

Kansayaku shall confirm whether the representative directors and the managing directors arereporting to the board of directors on the status of the management of corporate affairs in a timely
and appropriate manner, and monitor and verify whether the board of directors is appropriately
performing its duty of supervision.

Article 21
1.

(Audit of Internal Control Systems)

With respect to the following systems hereinafter referred to as “internal control systems” developed
based on a board of directors’ resolution, kansayaku shall monitor and verify the contents of such
resolution and the operating effectiveness of the internal control systems by the directors including:(i)a system to ensure that the performance of the duties of directors or employees comply withall laws, regulations and the articles of incorporation;(ii)

a system to retain and manage information related to the director’s performance of theirduties;(iii)

company rules and other systems relating to the risk management of the company;(iv)

a system to ensure the efficiency of the directors’ performance of their duties;(v)

a system to ensure the appropriateness of corporate affairs in the corporate group consisting of
the company, its parent companies, and its subsidiaries; and(vi)a system to ensure the effectiveness of kansayaku audits set forth in Article 14, paragraph 2.

- 14 2.

Kansayaku shall request that the directors report on the status of the establishment and operation of
the internal control systems on a regular basis and shall monitor and verify the status of the internal
control systems through, among other means, cooperation with the company’s Internal Audit
Division, etc., and through reports from the accounting auditor.

3.

Kansayaku shall from time to time report the results of their audit of the internal control systems to
the directors and/or the board of directors, and when necessary, kansayaku shall provide suggestions
or recommendations to the directors and/or the board of directors relating to the improvement of theinternal control systems.

4.

Kansayaku shall monitor and verify the status of board of directors’ resolutions related to the system
to ensure the effectiveness of kansayaku audits and the status of the establishment and operation ofthis system by each relevant director, and when necessary, kansayaku shall have an opportunity todeliberate with the representative directors and other directors.

5.

When kansayaku finds that the directors and/or the board of directors are neglecting the appropriate
establishment and operation of a system to ensure the effectiveness of kansayaku audits, kansayaku
shall immediately provide suggestions or recommendations to the directors and/or the board of
directors relating to its improvement.

6.

Kansayaku shall report the results of their audit regarding internal control systems to the kansayakukai.

7.

Audits regarding internal control systems shall be governed by “the audit practice standards forinternal control systems” enacted separately, in addition to this Code.

Article 22
1.

(Audit of Directors’ Competitive Transactions)With respect to the following transactions or matters, kansayaku shall monitor and verify whether
there exists any circumstance constituting a breach of director’s duties:(i)any competitive transaction of the company;(ii)

any transaction involving a conflict of interest;(iii)

the company’s transfer, without compensation, of any property interest (including the transfer
of any property interest in exchange for particularly low consideration);(iv)

an irregular transaction with a parent company, a subsidiary or shareholder, etc.; and(v)

the procedures for the company’s acquisition or disposal of its own shares as well as thecancellation of shares.

2.

With respect to any transaction or matter set forth in the items of the preceding paragraph,kansayaku shall take all necessary measures when kansayaku find, as a result of reports from thecompany’s internal departments, etc. or as a result of the audit by kansayaku, any circumstance that
constitutes or is likely to constitute a breach of any duty of a director.

3.

With respect to any important or abnormal transactions or matters other than those set forth in theitems of paragraph 1 of this article, kansayaku shall keep in mind whether there exists any
circumstance constituting a violation of any law or regulation or the articles of incorporation, andshall make suggestions or recommendations to the directors in order to prevent the occurrence of any
material damage.

Article 23
1.

(Audit of Business Report, etc.)

Kansayaku shall formulate their own audit opinions on whether business reports and annexed
specifications thereof hereinafter referred to as “the business report, etc.” for a given business year

- 15 provide appropriate descriptions, by monitoring and verifying the directors’ performance of theirduties throughout the business year.
2.

Kansayaku shall receive a business report, etc. for each business year from the specified director(tokutei-torishimariyaku) and audit whether such business report, etc. properly follows all laws,
regulations and the articles of incorporation and accurately presents the status of the company.

3.

Based on the preceding two paragraphs, kansayaku shall describe their opinion in a kansayaku audit
report on whether the business report, etc. properly follows all laws, regulations and the articles ofincorporation and accurately presents the status of the company.

4.

Based on the audit report by each kansayaku, the kansayaku-kai shall describe its opinion in akansayaku-kai audit report on whether the business report, etc. properly follows all laws, regulations
and the articles of incorporation and accurately presents the status of the company.

5.

The kansayaku-kai may by resolution appoint the specified kansayaku (tokutei-kansayaku) who will
perform the duty of receiving the notice of the business report, etc. from the specified director.

6.

In auditing the business report, etc., kansayaku and the kansayaku-kai shall cooperate withaccounting auditors as necessary.

Article 24(The Status of Performing the Duties of Outside Kansayaku in the Business Report)

Kansayaku and the kansayaku-kai shall verify whether the status of the performance of duties ofoutside kansayaku and other matters concerning kansayaku which are disclosed in the business
report are described appropriately.

Chapter VI
Audit of Accounting Matters (Kaikei Kansa)

Article 25(Audit of Accounting Matters)

1.

Kansayaku and the kansayaku-kai shall formulate their own audit opinions on the appropriateness ofthe methods and the results of the accounting auditor’s audit regarding whether the accounting
documents and annexed specifications thereof, and consolidated accounting documents for a given
business year appropriately indicate the status of the assets and the profit/loss of the company, bymonitoring and verifying the performance of duties of directors through the business year.

2.

In order to ensure the appropriateness and reliability of accounting audits, kansayaku shall monitor
and verify whether the accounting auditor maintains independence and conducts appropriate audits
as a professional.

Article 26(System to Ensure the Appropriate Performance of the Duties of Accounting Auditors)

In order to ensure the appropriate performance of the accounting auditors’ duties, kansayaku shallreceive a notice on the following matters from the accounting auditors and request an explanationfrom time to time to confirm whether the accounting auditors are following the standard for quality
control necessary to appropriately perform their duties:(i)matters relating to their independence and other matters relating to their compliance withlaws, regulations, and company rules for audits;(ii)

matters relating to audit services and services similar to audits, and the policies of acceptanceand continuation of the contracts for services thereof; and- 16 (iii)

Article 27

other matters relating to the system to ensure the appropriate performance of the accounting
auditors’ duties.

(Remuneration, etc. of the Accounting Auditor)

1.

In each case where the company enters into an audit agreement with an accounting auditor,
kansayaku shall verify, taking into consideration the contents of the accounting auditor’s audit plan,
the status of the entrustment for non-audit services and other relevant matters, whether the contentsof such audit agreement are appropriate, including without limitation the appropriateness of theamount of remuneration, etc. for audit services and the individual(s) conducting the audits.

2.

Based on a verification under the preceding paragraph, the kansayaku-kai shall determine whether toconsent to the amount of remuneration, etc. of the accounting auditor.

Article 28(Audit of Accounting Policies, etc.)

1.

Kansayaku shall, by requesting the opinion of the accounting auditor, verify whether the accounting
policies (the principles and procedures of accounting and method of displaying accounting
information, and other matters which form the basis of the accounting-related documents’
preparation) and other relevant matters are appropriate in light of the status of the company’s assets,
possible impact upon accounting-related documents, applicable accounting standards, fairaccounting practices, and other relevant factors. When necessary, kansayaku shall provide
suggestions or recommendations to the directors.

2.

If the company intends to modify any of its accounting policies or other relevant matters, kansayaku
and the kansayaku-kai shall, prior to such modification, request that the directors report the reason
for and impact of such modification, request the opinion of the accounting auditor with respect to theappropriateness of such modification, and decide on the appropriateness of such modification.

Article 29(Audit of Accounting-Related Documents)

1.

Kansayaku shall receive accounting documents, annexed specifications thereof and consolidated
accounting documents for each business year from the specified director. Kansayaku shall request
explanations from the specified director, employees and other people in the company on importantmatters and confirm them.

2.

Kansayaku shall receive an accounting audit report and audit-related materials for the accounting
documents, annexed specifications thereof, and consolidated accounting documents for eachbusiness year from the accounting auditor. Kansayaku shall request explanations from theaccounting auditor for important matters related to the accounting audit and examine the accounting
audit report. If, after such an examination, kansayaku determine that the methods or results of theaccounting auditor’s audit are inappropriate, kansayaku shall conduct an audit on their own anddescribe their determination and the reasons therefor in the kansayaku audit report.

3.

Based on the audit report of each kansayaku, the kansayaku-kai shall deliberate on theappropriateness of the methods used in the accounting auditor’s audit and the results thereof andformulate its own audit opinion. If, after such a deliberation, kansayaku-kai determines that themethods or results of the audit by the accounting auditor are inappropriate, kansayaku-kai shalldescribe such determination and the reasons therefor in the kansayaku-kai audit report.

4.

The kansayaku-kai may by resolution appoint the specified kansayaku who will perform the duty ofreceiving the notice of the accounting-related documents from the specified director and the noticeof accounting audit report from the accounting auditor.

- 17 Article 30(Election of Accounting Auditor, etc.)

1.

Kansayaku shall examine, for each accounting period, the appropriateness of reappointing theaccounting auditor, taking into consideration the status of the performance of the accounting
auditor’s duties and other relevant factors.

2

With respect to submitting to a shareholders’ meeting a proposal for the election of the accounting
auditor or including the proposals for the dismissal or disapproval of the reappointment of an
accounting auditor in the agenda of a shareholders’ meeting, the kansayaku-kai shall deliberate onwhether to give its consent to the proposal, taking into consideration the examination mentioned in
the preceding paragraph.

3.

The kansayaku-kai may demand that the directors submit to a shareholders’ meeting a proposal
concerning the election of an accounting auditor, and/or include the dismissal or disapproval of thereappointment of an accounting auditor in the agenda of such a shareholders’ meeting.

Chapter VII
Method of Audit, etc.

Article 31(Audit Plan and Sharing of Audit Affairs among Kansayaku)

1.

The kansayaku-kai shall formulate its audit policies while taking into consideration the operating
effectiveness of internal control systems and the importance, timeliness, and other essential factors.
In addition, it shall prepare an audit plan by determining the appropriate objectives, methods, andtiming of the audit. In addressing important audit matters, the kansayaku-kai shall designate priority
audit items in the plan.

2.

In preparing an audit plan, the kansayaku-kai shall, from time to time, deliberate and/or exchange
opinions with the accounting auditor and the company’s Internal Audit Division, etc., in order toensure the efficient conduct of the kansayaku audit.

3.

The kansayaku-kai shall determine sharing of audit affairs among kansayaku in order to conduct asystematic and efficient audit.

4.

The kansayaku-kai shall explain its audit policies and audit plan to the representative directors andthe board of directors.

5.

The audit policies and the audit plan shall be modified from time to time as necessary.

Article 32(Cooperation with Internal Audit Division, etc.)

1.

In performing investigations into the status of the operations and financial status of the company orother audit duties, kansayaku shall endeavor to conduct efficient audits by maintaining close
cooperation with the company’s internal audit division and other departments which holdjurisdiction over the monitoring functions in the internal control systems (collectively herein referred
to as “Internal Audit Division, etc.”).

2.

Kansayaku shall receive reports on a regular basis from the company’s Internal Audit Division, etc.
related to its audit plan and the results of its audits, and request, as necessary, that the company’s
Internal Audit Division, etc. conduct investigations. Kansayaku shall effectively utilize the resultsof the audits of the Internal Audit Division, etc. for kansayaku audits of the internal control systems.

3.

Kansayaku shall receive reports on a regular basis and an as needed basis, and request explanations
as necessary, concerning the operating effectiveness of internal control systems from the compliancemanagement department, risk management department, accounting department, financial department
and other departments that have responsibility for internal control functions (collectively herein

- 18 referred to as “the Internal Control Division”) in addition to receiving similar reports from thedirectors.
4.

After receiving the reports from each kansayaku, the kansayaku-kai shall examine the matters to besuggested or recommended to the directors and/or the board of directors; provided, however, adetermination of the kansayaku-kai may not preclude any kansayaku from exercising his/her own
powers.

Article 33
1.

(Attendance and Statement of Opinions at Meetings of the Board of Directors)

Kansayaku shall attend the board of directors’ meeting and, when necessary, state their opinions at
the meeting.

2.

If kansayaku find that directors have engaged in misconduct, or are likely to engage in such conduct
or that there are facts in violation of any law or regulation or the articles of incorporation, or grossly
improper facts, kansayaku shall report the same to the board of directors without delay.

3.

When necessary, in order to make a report to the board of directors mentioned in the preceding
paragraph, kansayaku shall demand the convocation of the board of directors’ meeting. If a
convocation notice is not dispatched within a certain period from such demand, kansayaku may
convene the board of directors’ meeting.

4.

Kansayaku shall confirm that the outline and the results of the proceedings and other mattersprovided by any laws and regulations are appropriately described in the minutes of a board of
directors’ meeting. All kansayaku present at such meeting shall affix to the minutes their respective
signatures, or their respective names and seal impressions.

Article 34(Resolution in Writing at Meetings of the Board of Directors)

When directors are to omit a resolution, under the stipulation of laws and regulations, on matters thatare the agenda of a board of directors’ resolution, kansayaku shall examine the content, including theomission of a board of directors’ resolution, and, when necessary, make an objection.

Article 35(Attendance and Statement of Opinions at Meetings of the Board of Directors by Special
Directors)

1.

When the board of directors stipulates that its resolution can be made by special directors (tokubetsutorishimariyaku), the kansayaku-kai may by resolution appoint a kansayaku to attend such board of
directors’ meeting by special directors in advance; provided, however, that it may not preclude anyother kansayaku from attending such board of directors’ meeting by special directors.

2.

All kansayaku present at the board of directors’ meeting by special directors shall, when necessary,state their opinion at the meeting.

3.

All kansayaku present at the board of directors’ meeting by special directors shall confirm that theoutline and the results of the proceedings and other matters provided by any laws and regulations areappropriately described in the minutes of such meeting, and shall affix to the minutes theirrespective signatures, or their respective names and seal impressions.

4.

Kansayaku present at the board of directors’ meeting by special directors shall report on the agenda
items of the meeting and other relevant matters to the other kansayaku.

- 19 Article 36(Attendance at Important Meetings, etc.)

1.

In order to understand the important decision-making processes and the status of the performance of
director’s duties, kansayaku shall attend meetings not only of the board of the directors but also of
the management committee, executive committee, risk management committee, compliancecommittee and other important meetings or committees and, when necessary, state their opinion atsuch meetings.

2.

With respect to meetings to be attended by kansayaku set forth in the preceding paragraph,kansayaku shall make necessary requests to directors and other relevant officers, in order to ensure
kansayaku have the opportunity to attend.

3.

Kansayaku who did not attend a meeting or committee mentioned in paragraph 1 shall receive areport and an explanation of the agenda items of the meeting from other kansayaku, directors or
employees who attended such meeting or committee and review the relevant materials.

Article 37(Audit of Document/Information Management System)

1.

Kansayaku shall inspect material internal documents circulated for approval and other important
documents relating to the management of corporate affairs and, when necessary, shall request
explanations from directors or employees or state their opinions to such individuals.

2.

Kansayaku shall examine whether documents, company rules, important records, and otherimportant information are appropriately maintained, retained and managed and, when necessary,
shall request explanations from directors or employees or state their opinions to such individuals.

Article 38(Audit of Corporate Disclosure System)

1.

In order to ensure the transparency and reliability of corporate information to be disclosed,kansayaku shall monitor and verify whether the directors have developed a system for theappropriate formulation and disclosure of such information and have established and are operating inaccordance with clear disclosure standards.

2.

Kansayaku shall request explanations of the important matters related to information that thecompany discloses from the accounting auditor and the directors or employees in charge of thedisclosure, and shall verify whether the disclosed information contains any material errors or
misleading descriptions.

3.

Kansayaku shall monitor and verify whether the directors adequately disclose information in atimely and appropriate manner with respect to occurrences or circumstances affecting the company’s
going-concern value, material accidents or disasters, material litigation, and any other matters that
may materially affect the soundness of the company.

Article 39(Investigation, etc. of Directors and Employees)

1.

Kansayaku shall request reports on the business from directors and employees and shall investigate
the status of the operations and financial status of the company.

2.

Kansayaku shall, as necessary, conduct investigations by undertaking hearings and on-site audits orin any other manner, fully confirm the facts and pursue reasonable grounds for formulating each
audit opinion.

- 20 Article 40(Investigation of Company Assets)

1.

Kansayaku shall investigate the circumstances of the acquisition, holding and disposal of importantcompany assets.

2.

Kansayaku shall investigate whether the directors are appropriately managing the assets andliabilities of the company.

3.

Kansayaku shall try to ascertain the actual value of the company’s assets.

Article 41(Audits of the Corporate Group)

1.

Kansayaku of a company having any subsidiary or important affiliated company (referred to below
in this article as “subsidiaries, etc.”) shall perform their duties keeping in mind a consolidated groupmanagement perspective.

2.

Kansayaku shall perform their duties while keeping in mind whether internal control systems havebeen appropriately developed within a corporate group consisting of parent companies andsubsidiaries, etc. and shall endeavor to develop an audit environment for the entire corporate group.

3.

In performing their duties, kansayaku shall endeavor to actively communicate and exchange
information with, among others, other kansayaku, the company’s Internal Audit Division, etc. andthe accounting auditor of the parent companies and subsidiaries, etc.

4.

Kansayaku shall, when necessary for the purpose of auditing the directors’ performance of theirduties, request that the subsidiaries, etc. report on their business or investigate the status of theiroperations and financial status.

Article 42(Cooperation with the Accounting Auditor)

1.

Kansayaku and the kansayaku-kai shall endeavor to conduct efficient audits by maintaining close
cooperation with the accounting auditor and actively exchanging opinions and information by,among other means, holding meetings on a regular basis.

2.

Kansayaku and the kansayaku-kai shall receive an outline of the audit plan from the accounting
auditor, a report on the risk assessment, etc., of the internal control over financial reporting and an
explanation of the priority audit items, etc., and shall exchange opinions on such matters with theaccounting auditor.

3.

Kansayaku may attend the accounting auditor’s on-site audits and its audit presentations asnecessary, and may, from time to time, request a report on the progress of its audit from theaccounting auditor.

4.

If the kansayaku-kai receives an accounting auditor’s report to the effect that there exists, inconnection 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, kansayaku upondeliberations of the kansayaku-kai shall conduct any necessary investigation and take any necessary
measure, including without limitation providing suggestions or recommendations to the directors.

5.

Kansayaku shall endeavor to share with the accounting auditor information that kansayaku acquirein the course of a business audit, such as useful information for the accounting auditor’s audit ormatters that may affect the accounting auditor’s audit.

- 21 Chapter VIII
Basic Policies Regarding the Company’s Control, etc.

Article 43
1.

2.

3.

(Basic Policies Regarding the Company’s Control, etc.)

When the company determines its basic policies regarding those who rule on the company’s
determination of its financial and business policies; hereinafter referred to as “basic policies,”
kansayaku shall examine the following matters and state their opinions in the audit reports, keeping
in mind the status of deliberations of the board of directors and other organizations:(i)the contents of basic policies; and(ii)

the specific contents of the following undertakings:(a)the effective utilization of the company’s assets, the formulation of an appropriate
corporate group and other special undertakings contributing to the implementation of
the basic policies; and(b)undertakings for preventing control of the company’s process for determining its
financial and business policies by those who are inappropriate in light of the basic
policies; hereinafter referred to as “takeover defense measures.”Kansayaku shall examine the determinations of the board of directors as to whether they fall under
the following requirements of each undertaking set forth in item (ii) of the preceding paragraph andthe reason for such determinations, keeping in mind the status of deliberations of the board of
directors and other organizations, and shall state their opinions in the audit reports as to whether:(i)such undertakings are in line with the basic policies;(ii)

such undertakings do not impair the common interests of the company’s shareholders; and(iii)

such undertakings are not directed to the purpose of maintaining the status of the company’s
officers.

When kansayaku assume membership in a committee to determine whether to implement takeover
defense measures, kansayaku shall appropriately make such a determination to promote the interestsof the company, keeping in mind the duty of care to the company.

Chapter IX
Actions at Derivative Lawsuits, etc.

Article 44(Representation in Lawsuits between Directors and the Company)

If a lawsuit is filed by the company against any director(s) or by any director(s) against thecompany, kansayaku shall represent the company.

Article 45
1.

(Consent to Partial Exemption of Directors from Liability)

The following consents of all kansayaku may be given through deliberations of the kansayaku-kai:(i)consent to submit to the shareholders’ meeting a proposal concerning the partial exemption ofa director from liability;- 22 (ii)consent to submit to the shareholders’ meeting a proposal concerning the modification of thearticles of incorporation to provide that directors may be partially exempted from liability by
the board of directors’ resolution;(iii)

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

(iv)

consent to submit to the shareholders’ meeting a proposal concerning the modification of thearticles of incorporation to provide that the company may enter into an agreement with anoutside director for his/her partial exemption from liability.

2.

Kansayaku shall decide whether to give consent mentioned in any item of the preceding paragraphby thoroughly examining, and by requesting outside professionals’ opinions as necessary, (i) withrespect to a proposal for a modification of the articles of incorporation, the appropriateness of suchmodification, the appropriateness of the reason therefor, and other relevant factors; and (ii) withrespect to a proposal for the partial exemption of liability, the reason for the exemption, the results of
the kansayaku’s investigation, the contents of any court judgment given in the present case, andother relevant factors.

3.

Kansayaku shall prepare and keep records concerning the progress and results of the investigations
and deliberations made by kansayaku to determine whether to give consent under any item ofparagraph 1 of this article.

4.

When a proposal for the partial exemption from liability of accounting auditors including the
proposal for an agreement for limiting liability is submitted to a shareholders’ meeting or a board of
directors’ meeting based on applicable laws and regulations, kansayaku and the kansayaku-kai shallconform to the provisions of this article.

Article 46
Lawsuit)(Receipt of Demand to File a Derivative Lawsuit; Notice of Reasons for not Filing of1.

If any kansayaku receives a demand to file a lawsuit to pursue the liability of director(s) fromshareholders, such kansayaku shall promptly provide the other kansayaku with notice of suchdemand, and the kansayaku-kai’s meeting shall be convened to thoroughly deliberate on the
response to such demand and to determine whether to file a lawsuit.

2.

In determining whether to file a lawsuit mentioned in the preceding paragraph, kansayaku shall in atimely manner make any necessary investigation, including, without limitation, requesting status
reports or the opinions of the director(s) to be sued and of any relevant departments of the company,
collecting relevant information, and requesting the opinions of outside professionals.

3.

Kansayaku shall provide notice of the results of any determination made under paragraph 1 of thisarticle to the board of directors and to the director(s) to be sued.

4.

In cases where a lawsuit to pursue the liability of director(s) is not filed as a result of thedetermination under paragraph 1 of this article and if the shareholders who demanded the filing of
the lawsuit or the director(s) who were to be subject to the pursuit of liability demand, kansayaku
shall submit the documents which describe the following matters to such petitioner without delay
and shall provide notice of the reasons for not filing the lawsuit: in this case, kansayaku shall make adetermination through deliberations of the kansayaku-kai after requesting the opinions of outside
professionals:(i)the contents of an investigation conducted by kansayaku (including materials which weremade to be the basis for the determination of the following item);(ii)

determination as to whether the director(s) to be sued had a responsibility or duty; and(iii)

if determining that the director(s) to be sued had a responsibility or duty, the reason for not
filing a lawsuit pursuing their liability.

- 23 5.

Kansayaku shall prepare and keep records concerning the progress and results of the investigations
and deliberations made to determine whether to file a lawsuit.

Article 47(Consent to Participation in a Derivative Lawsuit)1.

The consent of all kansayaku to the company’s participation in a derivative lawsuit to assist thedefendant director(s) may be made through deliberations of the kansayaku-kai.

2.

In determining whether to consent to participation mentioned in the preceding paragraph, thekansayaku shall request status reports or opinions of the representative directors, of the defendant
director(s), and of any relevant departments of the company, and shall request opinions of outside
professionals, as necessary. Kansayaku shall prepare and keep records concerning the progress andresults of the determination as to whether to consent to the participation.

Article 48(Judicial Settlement)

1.

In cases of derivative lawsuits where the court has given notice and issued demand to the effect thatthe plaintiff shareholders and the defendant director(s) are to settle the case in court, kansayaku
shall, at the kansayaku-kai’s meeting, etc., promptly and thoroughly deliberate on the response tosuch notice and demand and determine whether to object to the settlement.

2.

In determining the appropriateness of the judicial settlement mentioned in the preceding paragraph,kansayaku shall request status reports or opinions of the representative directors, of the defendant
director(s) and of any relevant departments of the company, and shall request opinions of outside
professionals as necessary. Kansayaku shall prepare and keep records concerning the progress andresults of the determination as to the appropriateness of the judicial settlement.

Chapter X
Reports on Audits

Article 49(Report and Explanation of the Contents of Audits, etc.)

In order to ensure the transparency and reliability of audit activities and audit results, kansayaku
shall be aware of their important responsibility to explain, as necessary, the status of theperformance of their duties and the contents of their audits.

Article 50(Preparation of Audit Minutes)

Kansayaku shall prepare audit minutes that record the methods and results of kansayaku audits aswell as the processes, reasons, and other relevant matters leading to the formulation of thekansayaku’s audit opinions.

Article 51(Reporting to the Representative Directors and the Board of Directors)

1.

Kansayaku and the kansayaku-kai shall regularly report the status of implementation of their audits
and the results thereof to the representative directors and the board of directors.

2.

Kansayaku and the kansayaku-kai shall report to the representative directors and the board of
directors the progress and results of audits regarding the priority audit items for the current
accounting period and investigations, etc. specially made for that period, and shall provide
suggestions or recommendations and take measures appropriate to the situation when necessary.

- 24 -

Article 52(Preparation and Notice of Audit Reports)

1.

Kansayaku shall prepare kansayaku audit report and submit them to the kansayaku-kai.

2.

The kansayaku-kai shall prepare an accurate and clear kansayaku-kai audit report throughdeliberations based on the audit report prepared by each kansayaku.

3.

The kansayaku-kai shall confirm, with respect to business reports, accounting-related documents orother documents received from the specified director, whether all matters required by law and othermatters to be disclosed have been appropriately described in such documents, and the kansayaku-kai
shall request explanations from the directors, state their opinions or request modifications asnecessary.

4.

In preparing the kansayaku-kai audit report, the kansayaku-kai shall confirm whether there has been
any act by a director that is in violation of any law or regulation or the articles of incorporation, any
subsequent events, or any other relevant matters. The kansayaku-kai shall, keeping in mind thematters listed in Article 38, paragraph 3, examine whether there is any matter that should be
described in its kansayaku-kai audit report.

5.

In cases where the contents of his/her own kansayaku audit report are different from the contents of
the kansayaku-kai audit report, kansayaku may append a note with the contents of his/her own
kansayaku audit report to the kansayaku-kai audit report.

6.

Each kansayaku shall affix his/her respective signature, or his/her respective name and seal
impression, and describe his/her position as full-time kansayaku or outside kansayaku on his/her
own kansayaku audit report and the kansayaku-kai audit report. Kansayaku shall state the date of
preparation on the kansayaku-kai audit report.

7.

The specified kansayaku appointed pursuant to Article 23, paragraph 5 and Article 29, paragraph 4
shall provide notice of (i) the contents of the kansayaku-kai audit report concerning the business
report, etc. and accounting-related documents to the specified director and (ii) the contents of thekansayaku-kai audit report concerning accounting-related documents to the accounting auditor;
provided, however, that in cases where audit report concerning the business report, etc. andaccounting-related documents are both prepared in the same audit report, kansayaku shall provide
notice of the contents of such audit report to the accounting auditor.

8.

In the preceding paragraph, the specified kansayaku appointed pursuant to Article 23, paragraph 5
and Article 29, paragraph 4 shall (i) agree with the specified director on and determine the date toprovide notice of the contents of a kansayaku-kai audit report concerning a business report, etc. tothe specified director, and (ii) agree with the specified director and the accounting auditor on anddetermine (a) the date to provide notice of the contents of an accounting audit report concerning
accounting-related documents to the specified kansayaku and (b) the date to provide notice of thecontents of a kansayaku-kai audit report concerning accounting-related documents to the specified
director and the accounting auditor, as necessary.

Article 53(Disclosure by Electromagnetic Means)

1.

With respect to all or some of the matters to be described or displayed in the reference documents forshareholders’ meetings, a business report, explanatory note tables or consolidated accounting
documents (including the accounting audit report and the kansayaku-kai audit report related to suchconsolidated accounting documents), in cases where a company has provisions in its articles ofincorporation which deem that it discloses such documents to shareholders via the Internet, when
directors intend to take such measures, kansayaku shall examine whether such measures should betaken and make an objection, as necessary.

2.

In cases where directors take such measures based on the provisions in the articles of incorporation
mentioned in the preceding paragraph, kansayaku may demand that directors give notice to- 25 shareholders that a business report, accounting documents or consolidated accounting documents,
which are actually provided to shareholders, are a part of such documents which were audited in
preparation of the audit report.

Article 54(Reporting and Explanation at Shareholders’ Meeting, etc.)

1.

With respect to proposals and documents to be submitted to a shareholders’ meeting, kansayaku
shall investigate whether there exists any matter constituting a violation of any law or regulation or
the articles of incorporation or is otherwise significantly inappropriate; should the existence of sucha fact be recognized by kansayaku, kansayaku shall report their opinion at a shareholders’ meeting.
At the shareholders’ meeting, kansayaku shall state their own opinion, as necessary, for the purposeof discharging their responsibility of accountability.

2.

Kansayaku shall provide explanations on matters questioned by shareholders at a shareholders’meeting in accordance with the management of the proceedings by the chairperson of theshareholders’ meeting.

3.

Kansayaku shall confirm that the outline and results of the proceedings and other matters provided
by laws and regulations are appropriately described in the minutes of a shareholders’ meeting.

(Supplementary Provisions)
In this Code, the term “describe” shall, unless contrary to the context, include “record” in electromagnetic
files. Documents of various types mentioned in this Code shall include those prepared in the form ofelectromagnetic files.