THE CONSTITUTION OF THE EUROPEAN BUSINESS COUNCIL IN JAPAN(REVISED JANUARY 2020)

1.

General Provisions

1.1

The European Business Council in Japan (the "EBC") is permitted by
the Ministry of Economy, Trade and Industry (METI) to use the officialname in Japanese 欧州ビジネス協会 and in English "European (EU)Chamber of Commerce in Japan" in accordance with the provision of
the 2nd clause of Article 3 of the Chamber of Commerce and Industry
Act (Shokokaigisho-ho Dai3-jo Dai2-ko tadashisho no kitei).

1.2

The EBC comprises European National Chambers of Commerce (the“Members” or, individually “Member”) and European Companies (the“EBC-affiliatedCompanies”
orindividually“EBC-affiliatedCompany“), in each case having accepted this Constitution, and having
been formally approved by the Board of Directors (each such bodybeing a "Stakeholder" or “Stakeholders”).

1.3

The EBC´s executive body shall be the Board of Directors, which shallbe supported by the EBC Management.

1.4

Reflecting the EU's principle of subsidiarity, the Stakeholders shall,through this Constitution, delegate to the Board of Directors the right torepresent a common European point of view on behalf of the
Stakeholders in developing and promoting the activities of the EBC.

1.5

The EBC aims to represent the interests of, and provide benefits to, its
Stakeholders and, in doing so, to support, strengthen and complement
the work of the Members, but not to replace their respective national
concerns.

1.6

The Stakeholders are accountable to the Board of Directors for all
activities undertaken in the name of the EBC.

1.7

The EBC´s head office shall be in Tokyo.

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2.

Definitions and Interpretation

In this Constitution the following capitalized terms shall have the meanings
given to them:"Board of Directors" or "Board" means the governing body of the EBC, its
highest administrative organ;"Board Meeting" means a properly constituted meeting of the Board of
Directors;"Board Members" has the meaning given to that term in Article 4.1(b);"Chief Operating Officer" has the meaning given to this term in Article 8.3;
"Chief Policy Director" has the meaning given to this term in Article 8.2;
"Committee" means a committee of the EBC, authorized by the Board of
Directors to represent sectorial business interests of the respective Committee
Members, operating in accordance with this Constitution and the term"Committees" means, as appropriate, some or all of the Committees;"Committee Chairperson" means a chairman of a Committee, elected inaccordance with this Constitution, and the term "Committee Chairpersons"shall be construed accordingly;"Committee Member" means a company or other body or organization(represented by designated individuals notified to the EBC Management) or anindividual which or who has successfully applied to become a member of one ormore Committees in accordance with this Constitution;"Company" means any corporation, firm, partnership, cooperative, association,organization, institution, trust, or agency, whether or not having a separate legal
personality;"Constitution" means this constitution of the EBC;
"Defaulting Member" has the meaning given to this term in Article 5.3;
"EBC" means the European Business Council in Japan;"EBC-affiliated Company" or "EBC-affiliated Companies" has the meaning
given to these terms in Article 1.2;
"EBC Financial Year" means each calendar year commencing on 1 January
and ending on 31 December, or such other term as the Board of Directors may

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determine, and used as the basis for preparing the EBC's annual budget andaccounts;"EBC Management" has the meaning given to that term in Article 8;"European Company" means 1) a Company which is incorporated in or basedin Europe, or 2) the Japanese subsidiary, branch or representative office ofsuch Company falling under the preceding item 1).
"European National Chamber of Commerce" means a national chamber ofcommerce and industry of a European nation and which has been establishedin Japan to represent the national business interests of the country with whichsuch national chamber is expressly associated;"First Vice-President" has the meaning described in Article 6.5;
"Honorary President" means a former President designated as such by the
Board of Directors in accordance with Article 6.7;
"Majority Vote" means 51% of the votes received unless otherwise specified inthis Constitution;"Member” or "Members” has the meaning given to these terms in Article 1.2;
"New Committee Proposer" has the meaning given to that term in Article
9.1(b);"Representative" means the president/chairman, head or other senior
representative of a Member, including any person duly designated as analternate or substitute and who has been notified as such to the Board of
Directors;"President" means the individual elected as President of the EBC inaccordance with this Constitution;"Qualified Majority" has the meaning given to that term in Article 4.3(g);"Quarter" means a period of three calendar months, beginning in January, April,
July and October of each calendar year;"Stakeholder" means the Members and EBC-affiliated companies as stated in
Article 1.2;
"Temporary Defaulting Stakeholder" has the meaning given to this term in
Article 5.3;
"Treasurer" means the treasurer of the EBC, appointed by the President as
defined in Article 6.6;
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"Vice-President" means each of the Vice-Presidents as defined in Article 6.5.

3.

EBC Composition, Structure and Objectives

3.1

The EBC is constituted of the Board of Directors, the EBC Management
and the Committees.

3.2

The EBC is an independent organization and is funded predominantly
by contributions from the Members and affiliation fees from EBCaffiliated Companies. The EBC´s financial resources and assets shallbe used solely in accordance with the EBC´s activities and tasks as
stipulated in this Constitution.

3.3

Principal objectives of the EBC
Unless otherwise provided by law, the EBC shall in particular promote,support and protect the business interests of its Stakeholders by:(a) supporting and facilitating the development of trade and commerce inJapan through activities aimed at improving the businessenvironment and the removal or reduction of regulatory and otherpolitical obstacles;(b) collecting, developing and disseminating relevant information to the
Stakeholders and the Committees;(c) organizing and holding conferences and seminars and other suchmeetings as may be considered desirable to promote the interests ofthe EBC;(d) communicating with the Japanese Government and its various
ministries and agencies to facilitate the conduct of business in Japan
by Stakeholders;(e) supporting the activities of the EU Delegation and the governmentsof the EU member states and their respective institutions, and anyother society, association, company or body of persons pursuing
objectives to the benefit of the EBC; and(f) conducting any additional activities which are permitted by law and inline with the objective of the EBC stated in Article 1.5.

4.

The Board of Directors

4.1

Composition of the Board of Directors(a) Each Member shall designate its President as respective
Representative to represent it on the Board of Directors and eachsuch Representative shall be entitled to serve on the Board of
Directors until another individual is designated as representative of4

said Member, provided that its respective Member is in compliancewith this Constitution. No more than one individual of each Member
shall belong to the Board of Directors.
(b) The Board of Directors shall consist of (i) the President, (ii) the VicePresidents, (iii) the Treasurer and (iv) the Representatives, (together
the "Board Members").
(c) Pursuant to Article 6.2, the Board Members (except for the existing
President, if any) shall elect the President, who shall chair the Boardof Directors. In the President's absence at a Board Meeting, the First
Vice-President shall act as chair.
(d) Each Board Member shall have the right to participate in theactivities of the Board of Directors in accordance with thisConstitution.
(e) The Chief Operating Officer shall attend Board Meetings but shallhave no voting rights. The Committee Chairmen, Honorary
Presidents and other appropriate individuals can be invited by the
President to attend in Board Meetings but shall have no voting rights
either.
4.2

Role of the Board of Directors
In addition to the statutory duties and those provided for elsewhere inthis Constitution, the Board of Directors shall in particular perform thefollowing activities:(a) monitor and review the functioning of the EBC;(b) be responsible for approving new Stakeholders and setting andchanging the financial contribution of Members or affiliation fees of
EBC-affiliated Companies;(c) be responsible for ratifying the creation, cessation and termination ofCommittees;(d) approve the EBC's annual report, annual business plan and annual
budget as prepared and submitted by the President;(e) be responsible for monitoring the activities of the Committees with aview to ensuring that such activities do not harm the interests of the
EBC or its Stakeholders or result in unauthorized depletion of the
EBC's funds

4.3

Meetings and Resolutions of the Board of Directors(a) To undertake the matters listed in Article 4.2, the Board of Directors
shall hold regular Board Meetings at least six (6) times a year. The
EBC Management will give each Board Member at least fourteendays advance notice of each scheduled Board Meeting.
(b) In the event of an emergency requiring an urgent Board Meeting, thePresident may call an emergency Board Meeting by giving not lessthan seven days’ notice.
(c) Subject to Article 4.3(b), each formal resolution of the Board of5

Directors must be proposed by at least one (1) Board Member andshall be circulated by the EBC Management to all Board Members atleast fourteen days prior to the date of the Board Meeting at whichsuch resolution is to be decided.
(d) The Board Meeting shall take place either by personal attendance orby means of telephone conference, video conference, web-based
conference (an online meeting) or similar communication equipment,
allowing all persons participating in the meeting to communicate witheach other at the same time. If the Board of Directors has approved
the matter to be resolved in writing or by an electronic means, suchmatter shall also be deemed to have been resolved at the Board
Meeting.
(e) Each Member shall ensure that it is represented at each Board
Meeting by its Representative. If a Representative is unable toattend a Board Meeting in person, he shall be entitled to designate
as his proxy any other member of the relevant Member’s board ofmanagement, who shall be entitled to attend a Board Meeting and tovote at such meeting on behalf of the Representative.
A
Representative who intends to attend a Board Meeting by proxy shallgive prior notice of this and the identity of the chosen proxy to the
EBC Management. Proxies can also be appointed for a 12-months
period and can exercise their voting right whenever the main
Representative is unable to attend.
(f) Each of the Board Members, except those in a “defaulting” situation,
shall be entitled to cast one vote each at Board Meetings. The Chief
Operating Officer, Honorary Presidents as well as Committee
Representatives, even if attending the Board Meeting, shall not havethe right to cast a vote.
(g) Unless otherwise specified in this Constitution, resolutions of theBoard of Directors shall be passed by a Qualified Majority. A
Qualified Majority shall be reached in the event there is (i) a simple
majority vote of the Board Members in attendance (the "1stValidation") and (ii) the Representative affirmative votes constitute atleast 51% of the total Member contribution for the respective financial
year of the EBC in which the resolution takes place (the "2ndValidation").
(h) Notwithstanding the preceding paragraph, the following matters shallrequire a two-third majority on the 1st Validation level:a) Election and Revocation of the President of the Board of
Directors of the EBC;b) Amendments to this Constitution;c) Dissolution of the EBC.
For the avoidance of doubt, a 2nd Validation as stated in Article 4.3(g) shall remain required for such matters as well.
(i) The voting shall generally take place by secret ballot.
Notwithstanding, the President may propose an open ballot
provided there is no objection of any of the Board Members.
65.

Stakeholders' financial contributions to the EBC

5.1

Members’ financial contributions to the EBC
In order to operate effectively on behalf of the Stakeholders, the EBC
shall be provided with annual financial contributions by each Member.
The details of the annual financial contributions shall be determined by
the Board of Directors each financial year and notified to the Members
separately.

5.2

Reduction of Members’ Annual Financial Contribution
If a Member suffers a severe and prolonged reduction in its financial
resources and as a result has determined that it needs to apply to theBoard of Directors for a reduction in its annual financial contribution to
the EBC, the Member must first provide a signed draft resolution to thiseffect, stating the proposed amount of reduction and the reasons for such
reduction, to the EBC Management at least 14 days prior to the Board
Meeting at which the Member wishes its resolution to be considered. The
Member shall also supply appropriate supporting evidence that will
enable the Board of Directors to properly consider the matter. So that any
proposed reduction may be taken into account by the Board of Directors
in approving the EBC's annual business plan and annual budget inaccordance with Article 4.2, the draft resolution submitted pursuant to theprovisions of the preceding rule must be delivered to the EBCManagement not less than six (6) calendar months prior to thecommencement of the EBC Financial Year in which such reduction is
proposed to take effect. For the avoidance of doubt, a decision of theBoard of Directors to agree to a reduction in the financial contribution of a
Member shall not of itself lead to any resulting increase in thecontributions of other Members. If a proposed reduction in funding issufficient to impact on the budgeted running and operation costs of theEBC, the Board of Directors shall consider how best to manage theimpact of such funding reduction and any appropriate measures forraising additional sources of revenue.

5.3 Default of Payment Obligations of Member

If a Member is in default of any payment obligation to the EBC by morethan 30 days, such Member (a "Temporary Defaulting Member"),
respectively the individual designated as representative of said Member,shall lose its right to vote at Board Meeting until the payment default has
been fully cured. If at the end of the relevant EBC Financial Year a
Temporary Defaulting Member has failed to cure the payment default infull ("Defaulting Member"), the Defaulting Member shall be excluded
from the EBC within one (1) month of the end of the year of the default.
7Any Vice-President or Committee Chairman who is a member of a
Defaulting Member shall immediately tender his resignation to the Boardof Directors.
5.4

EBC-affiliated Company of Defaulting Member
To avoid prejudicing the interests of any EBC-affiliated Company of a
Defaulting Member who wishes to remain actively involved in an EBC
committee or wishes to join an EBC committee, such EBC-affiliatedCompany shall be entitled to apply for direct affiliation with the EBC at
the regular affiliation fee depending on the affiliation category.

5.5

EBC-affiliated Companies’ Affiliation Fees
Depending on the category of affiliation with the EBC, EBC-affiliatedCompanies shall pay an affiliation fee to the EBC that is set by the Boardof Directors on a regular basis.

5.6

Default of Payment Obligations of EBC-affiliated Company
If a EBC-affiliated Company is in default of any payment obligation to the
EBC by more than [30 days], it shall be excluded from the EBC at theend of the year of the default, if such EBC-affiliated Company orindividual member has failed to cure payment default in full at the end of
the year in default.

6.

Role and duties of the President

6.1

Role and duties of the President
The principal activities of the President shall include in particular thefollowing:(a) acting as the EBC spokesman, representing the EBC in dialogue
with Japanese Government officials and liaising with the EU
Delegation, European Commission, and other bodies relevant toachieving the objectives of the EBC;(b) running the activities of the EBC, including chairing the Board of
Directors, reporting to the Board of Directors on the state of the
EBC's business interests and deciding the priorities of the EBC in
consultation with the Board of Directors;(c) in consultation with the Board of Directors, being responsible for the
preparation of and adherence to the annual business plan andbudget of the EBC; and(d) supervising the operation of the EBC Management.
The President shall not engage in any activities and representations which
may cause a conflict of interests for him. In case of any potential conflict of8interest, the President shall inform the Board of Directors immediately
which shall decide on such matter in accordance with this Constitution.
6.2

Election of the President(a) Not less than three months prior to the scheduled expiry of a
President's term of office, or upon the office of President being
vacated prematurely, the EBC Management will notify all
Stakeholders of the vacancy and these terms and timing of theelection, calling for applications within a two-week period. The EBCManagement will provide details of the responsibilities and workload of
the office of President. The EBC Management will request candidates
for the position of President to submit their details in writing to the EBCManagement.
(b) Candidates eligible for the position of President are:1)
Present or past presidents of Members; or2)
Present or past members of the Board of Directors; or3)
Individuals who are notified to the EBC Management as current
representatives of EBC-affiliated Companies and who areparticipating in EBC Committees on behalf of their respective
EBC-affiliated Companies.
If a candidate is a present president of a Member, his notification to the
EBC Management shall confirm that if he is elected President, he will havevacated the office of president of said Member before the commencementof his term of office as President of the EBC.
(a) If the EBC Management finds that a candidate is ineligible based on
the criteria specified in Article 6.2 (b), a written explanation will be
supplied to the ineligible candidate within one (1) week of receiving
his application and the decision of the EBC Management will bebinding.
(b) The EBC Management will collect election statements and personal
resumes from each eligible candidate within one (1) week after thedeadline for applications. These will be circulated with an election
ballot paper to the Board Members who are eligible to vote pursuant
to Article 4.1(c) and a formal election will be conducted by sealed
ballot by a date set by the EBC Management, allowing the required
15-days period for voting. The President will be elected, when at theelection at least 2/3 of the voting rights have been expressed, as thecandidate receiving the most votes being elected as indicated in
Article 4.3(h). In the event of a tied vote, the EBC Management shallarrange a new vote in respect only of the tied candidates. The EBCManagement will distribute to all Stakeholders, the name, personal
resume and election statement of the newly elected President.

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6.3

President's term of office
The President's regular term of office shall normally commence inJanuary and shall be for a period of two (2) years and shall expire on 31
December of the second year. The President may seek for re-election fora subsequent period of another two (2) years, constituting an aggregate
term of four (4) years at maximum. If the office of President isprematurely vacated, the First Vice-President shall act as President until
the end of the calendar year during which such vacation occurs so that a
new President may be elected to take office commencing 1 January of
the following year. A Vice-President so acting as President shall beentitled to be a candidate in an election for President.

6.4

Termination of a President's term of office
A President's term of office may be terminated by a resolution to that
effect passed upon a vote of not less than two-thirds majority at a Board
Meeting in accordance with Article 4.3(g).

6.5

EBC Vice-Presidents(a) There shall be at least three Vice-President (among them one First
Vice-President) who shall be appointed by the President andintroduced at the first Board Meeting held after the new President
takes office.
(b) The President shall appoint the Vice-Presidents from among theBoard Members based on their competence and experience for thisposition(c) Each Vice-President shall be assigned by the President with adesignated topic, including, but not limited to human resources andcommunication.
(d) The scheduled term of office of each Vice-President (including any
replacement Vice-President) shall be the same as that of the current
President (including any additional period during which the First VicePresident deputizes as President in accordance with Article 6.3).
(e) The appointment of either of the Vice-Presidents may be terminatedby the Board of Directors at any time, following which the Board of
Directors shall request the President to nominate a replacement.
(f) Either Vice-President may deputy for the President upon request by
the President. When the President is not able to execute his duties
due to unforeseen circumstances or an Act of God, the First VicePresident shall assume his duties as deputy.
If the First Vice-President succeeds the President in accordance with
Article 6.3, the Board of Directors shall select a replacement First VicePresident.
The replacement First Vice-President and other VicePresidents shall remain in office until the new President is appointed.
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6.6

EBC Treasurer
The President shall appoint the Treasurer who preferably should be a
Board Member, but can be selected from any Stakeholder, in which case,
the Treasurer must become a member of the Board of Directors andattend Board Meetings. The term of office of the Treasurer shall be thesame as that of the appointing President though may be terminated by
the President at any time. The appointment of the Treasurer and/or apremature termination of his term of office must be approved by the
Board of Directors. Amongst other duties, the Treasurer shall monitor the
EBC’s finances and verify the completeness and correctness of theannual EBC financial statement prior to its submission to the Board of
Directors for approval.

6.7

Honorary President(a) An individual who was previously elected as EBC President andcompleted the full term in this office with integrity and compliance
may be awarded the title of Honorary President, subject tounanimous approval by the Board of Directors.
(b) The decision to award the title shall be made at the first Board
Meeting after completion of the former President’s term and will bebased on the unanimous vote among the Board of Directors(c) The title of Honorary President shall be valid for an unlimited term
unless it is revoked by the Board of Directors at their discretion inaccordance with Article 4.3 (g).
(d) An Honorary President shall not be eligible to cast a vote.
(e) An Honorary President may not act as a representative of the EBC
nor speak or issue a statement on behalf of the EBC unlessapproved in advance by the EBC Management.

7.

Auditing of Accounts
The EBC accounts shall be audited annually by an external auditor
approved by the Board of Directors to ensure that they are correct andcompliant with Japanese legal requirements.

8.

EBC Management

8.1

Duties of EBC Management
A permanent EBC Management shall be established, reporting directly to
the President ("EBC Management"). The principal activities of the EBCManagement shall include the following:
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(a)
(b)
(c)
(d)
(e)
(f)

8.2

Supervision of the Committees’ activities;
Acting as liaison between Stakeholders and Committees;
Planning and support of door-knock activities;
Scouting of new corporate members;
Preparation and support of organizational matters of the Board of
Directors; andOrganization of events and other meetings supporting EBC
objectives.

Staffing of EBC Management
The EBC Management shall consist of one (1) Chief Operating Officer
and one (1) Chief Policy Director that will be directly in charge of the
advocacy activities, plus additional staff members as deemed
appropriated by the Board of Directors according to the circumstances.
The staffing and other arrangements for the EBC Management are theresponsibility of the President.

8.3

Chief Operating Officer
The Chief Operating Officer (COO) manages the administrative functionsof the EBC.
The COO is appointed by the Board and shall take part, without voting
rights, at the Board Meeting and any other meetings of the EBC,
assisting in their organization.
The COO shall be considered the trustee of the administrative functionsof the EBC under the co-ordination of the President of EBC and theBoard of Directors, especially regarding the administration of the funding
coming from the contributions.
The COO shall co-ordinate the collection of the annual membership fees;
shall draft the minutes of the Board Meetings and carry out all othervarious functions as entrusted to the COO by the Board of Directors andthe President. The COO shall supervise and manage the personnel ofthe EBC and shall carry out the resolutions of the Board of Directors, aswell as the instructions of the President.
Considering the responsibilities, the COO shall sign the administrativeacts of the EBC alone or together with the President as per internal
instruction to be annually issued by the Board of Directors.
The COO is not permitted to be a Member of the EBC and is not
permitted to be involved in business activities that may result in a conflictof interest with the EBC.

9.

Committees

9.1

Formation of Committees

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(a)
(b)

(c)

(d)

(e)

(f)

9.2

All Committees must meet the needs of, and operate in a mannerconsistent with, the objectives of, the EBC and this Constitution.
Any Stakeholder is entitled to apply to form a new Committee("New Committee Proposer"). Such application shall be filedwith the EBC Management.
Upon receiving a duly completed application to form a new
Committee, the EBC Management shall refer the matter forconsideration by the Board of Directors. The Board of Directors
shall consider the application and determine whether thesuggested new Committee is in accordance with the aims andneeds of the EBC. If appropriate, the Board of Directors shalldesignate one or more Board Members to meet with the New
Committee Proposer to investigate the merits of the proposal.
Upon approval, the Board of Directors shall inform such decision,
together with the details of the Board Member assigned to be
responsible for such committee, to the EBC Management and the
New Committee Proposer.
If the Board of Directors decides to reject the formation of a
proposed new Committee, it shall communicate such decision to
the New Committee Proposer, which shall be final and binding.
Once a new Committee is approved, the EBC Management will
announce its formation to all Stakeholders.

Committee Membership
(a)

(b)

(c)

(d)
(e)

(f)

An EBC-affiliated Company may apply to join a Committee. Allapplications to join a Committee shall be made in the first place tothe EBC Management.
Upon receiving a duly completed application, the EBCManagement shall refer the matter for consideration by therelevant Committee Chairman. The decision whether to accept theapplication must be notified to the EBC Management within one(1) month of the date of receipt of the membership application.
The EBC Management will inform the applicant of the decision.
The applicant has one (1) month in which to submit a written
challenge of the decision to the EBC Management. This will thenbe reviewed at the next Board Meeting, which will make a final
decision.
The names of new and withdrawn Committee Members shall bereported regularly to the Board of Directors.
Committee members are expected to uphold the stipulations of
this Constitution in order to positively support the work of thecommittees and the principles and goals of the EBC and to notbring the EBC into disrepute.
If a Committee Member is considered not to comply with Article
9.2 (e), the matter can be raised with the Board of Directors.

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Every effort should be made to resolve the matter through themediation of the Board of Directors.
9.3

Committee Operation
(a)

(b)

(c)
(d)
(e)

9.4

Each Committee shall elect a Committee Chairperson fromamongst its members. The Committee Chairperson's term ofoffice shall be two (2) years from commencement of theappointment. Three months prior to completing the two years termof office the Committee Chairperson shall convene either a formal
reaffirmation if the incumbent chairman wishes to stand foranother term or an election to choose the next Committee
Chairperson. Such a reaffirmation or election must be concluded
by no later than a month before the current Committee
Chairperson's term of office expires.
The new Committee
Chairperson will become Committee Chairperson immediately
after the outgoing Committee Chairperson's two years term
expires. Any Committee Member, including the current Committee
Chairperson, shall be entitled to stand for election. If the election
is contested, the Committee Chairperson shall involve the EBCManagement in verifying the votes cast for each candidate.
A record of the membership of each Committee shall be submitted
to the EBC Management by the respective Committee
Chairpersons in January of each year. Any changes in Committee
Members occurring during the year shall also be notified to the
EBC Management.
Each Committee shall meet at regular intervals but not less thanonce every Quarter.
The principles guiding the conduct of Committees are contained
below (art.9.4).
In the event of a serious or consistent breach of the Committee
rules, the EBC Management will notify the Committee Chairperson,
and if no improvement is seen, the breach will be raised at thenext Board Meeting, which will decide on further appropriate action.

Committee Objectives
The objective of each Committee is to advance the views and defend theinterests of European business activities in Japan by:(a) Preparing a Terms of Reference document together which includes: 1.
Committee Name; 2. Mission/Purpose; 3. Scope & Deliverables; 4.
Audience; 5. Plans (how to achieve); 6. Rules.
(b) Defining and disseminating the views of the sector to the Japaneseand European authorities, business associations and the local
industry and general lobbying activities.
(c) Regular issuance of specific position papers on individual matters indigital form.
14(d) Support of and contribution to the annual white paper of the EBC(e) Providing information to the EBC Management in respect of thesector.
(f) Exchanging views and information between members of theCommittee.
9.5

Methods of Committee Operation
There are several methods by which the Committee may operate:(a)
By publicizing the position of the European business sector inJapan.
(b)
By lobbying the EU Delegation in Tokyo and the EU Commissionin Brussels and taking a direct approach to the Japanese
government ministries.
(c)
By requesting the Board of Directors to endorse Committee
papers and present matters to the relevant authorities.
(d)
By using Japanese Government offices such as the Office ofTrade and Investment Ombudsman, the Fair-Trade Commission
and other relevant entities.
(e)
By having Committee members' companies represented on sector
consultation committees organized by Japanese Government
Ministries.

9.6

Committee Chairperson and Members
(a)
(b)
(c)

(d)

(e)

(f)

Election and the term of a Committee Chairperson shall be inaccordance with Article 9.3 (a).
New Committee Chairperson must be communicated to andendorsed by the Board of Directors prior to taking effect.
Upon endorsement by the Board of Directors, a new Committee
Chairperson must be briefed fully on his/her new role by theoutgoing Committee Chairperson and provide written agreementof his/her willingness to abide by the EBC Constitution andCommittee rules.
Committee Chairpersons are responsible for ensuring that eachCommittee Member receives a copy of the EBC Constitution orreferring to it on the EBC website.
A complete list of Committee Members, their addresses, telephone
and fax numbers, e-mail addresses and information regarding
membership of European National Chambers of Commerce must
be made available to the EBC Management.
The deadline for Committee Chairpersons to provide updated
membership lists stated in 9.7 (e) above is December 31. Anychange in the membership should be reported to the EBCManagement at the time at which it occurs.

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9.7

Duties of Committee Chairpersons
(a)

(b)

(c)

(d)

(e)

(f)

(g)

9.8

The Committee must meet at least four (4) times a year to discuss
issues related to their activities. Minutes of the meetings shall berecorded and distributed by the EBC Management to committee
members. A written report concerning the Committee’s issues
must be prepared by the Committee Chairperson and the EBCManagement upon request by the Board of Directors.
The Committee Chairperson must advise the EBC Management of
any internal operating budget arrangements (as per Article 9.9 (a)by January 1st each year).
The EBC Management must be advised of all the Committee’s
activities and should always be invited to participate in Committee
meetings.
The EBC Management must receive from the Chairperson, or
prepare together with the Chairperson, the Committee meetingschedule for the year in January.
The Committee Chairperson must ensure that all official requests
concerning the Committee’s sector are responded to by therequested deadlines.
The Committee Chairperson must advise any person seeking
membership of his/her committee to submit an application to the
EBC Management.
The Committee Chairperson must advise the EBC Management of
any change in the Committee membership.

Funds
(a)

Internal Funding
The Committee must be self-sufficient and may establish an
operating budget utilizing internal funding (defined as funds raised
within an EBC Committee directly from the committee members) if
raised voluntarily from the committee members. However, there isno obligation for any committee member to pay additional funds
beyond the regular EBC committee membership fee. The EBCManagement should be notified of any such budget arrangements
by January 1st each year. New members must be notified of suchbudget arrangements at the time of joining the committee. Any
committee utilizing internal funding must submit a financial reportto the EBC Management by January 31st of the following year.
The financial report may be audited by the Treasurer or the EBC’s
independent auditor.
However, for internal funding the following must be respected:(i)
If a committee utilizes internal funding to conduct a project,
an event and so forth, and engage a subcontractor etc. in
the name of the EBC - any agreement between theCommittee and the subcontractor must be in writing and a
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(b)

9.9

copy must be sent to the EBC Management. The
agreement must be signed by the Committee Chairperson
and by the subcontractor.
(ii)
In the event of a dispute relating to this utilization of internalfunding, the Committee Chairperson and Committee
members must accept the full responsibility for the fulfilmentof any outstanding financial obligations and resolve thedispute expeditiously to avoid damaging the reputation of
the EBC and the members of the Board of Directors and to
hold them harmless.
External Funding
Regarding external funding (defined as any funding raised from asource outside of the Board of Directors and Committees, forexample from the EU), the following stipulations apply:(i)
A Committee cannot apply for or utilize external funds
directly in the name of an EBC Committee.
(ii)
If a Committee wishes to utilize external funding, only the
EBC Management can apply for the external funding in thename of the EBC with the authorization of the Board of
Directors.
(iii)
Pursuant to ii) a Committee must request the EBCManagement to apply for the external funding. The EBCManagement will apply for the external funding if the projectis deemed relevant to the mandate of the EBC by the Boardof Directors.
(iv)
In the event of obtaining external funds, the EBCManagement will proactively manage and audit any projectutilizing these external funds. The relevant Committee will
act as a steering group in the implementation of the projectand hence advise the EBC Management during the courseof the project.

Other Responsibilities of a Committee
Committees should work to the following principles:(a)
The Committee Chairperson is accountable to the Board of
Directors.
(b)
Only the chairperson of each Committee and the President canmake public oral or written statements on matters concerning acommittee.
(c)
The EBC Management must be copied on all such statements atleast 24 hours in advance before the statement is released.
(d)
Only the President or his nominated representative can makepublic oral or written statements on global policy matters of the
EBC.

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(e)

9.10

Termination of a Committee
(a)

(b)

10.

All endorsements to third parties-originated position papers by aCommittee in the name of the EBC must be signed by theCommittee Chairperson and the EBC President.

A Committee may terminate its activities subject to the provision ofevidence that the majority of members of the Committee are inagreement with the decision and to prior approval from the Boardof Directors.
The Board of Directors can dissolve a Committee if it is inactive oris not operating in accordance with the aims of the EBC.

Notices
Where this Constitution provides for the giving or issuing of a notice,such notice shall be:(a)in writing and delivered by hand (against receipt), sent by mail orcourier, or transmitted electronically; and(b)delivered, sent or transmitted to the recipient's address as held by
the EBC Management.

11.

Amendments
This Constitution, including any of its provisions, may only be amended
or varied by a resolution to that effect passed upon a vote of not lessthan two thirds majority of the Board of Directors given fourteen days’
notice in accordance with Article 4.3(g).

12.

Dissolution
The EBC may only be dissolved by a resolution to that effect passed
upon a vote of not less than two-thirds majority of the Board given
fourteen days’ notice in accordance with Article 4.3(g). If, following a voteconfirming the dissolution of the EBC, there shall remain, aftersatisfaction of the EBC's debts and obligations, any assets whatsoever,such assets together with all important records of the Board of Directors
shall be placed in the custody of one of the Stakeholders selected by the
Board of Directors, or if no such selection can be agreed, by the
President in office prior to dissolution.

13.

Language

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The present Constitution has been drafted in English which shall prevailof any translations being made.

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