Article 5(Chairperson)     1. The Board of Corporate Auditors shall by resolution elect a chairperson from among theCorporate Auditors.     2. The chairperson of the Board of Corporate Auditors shall, in addition to performing theconvocation and management of the Board of Corporate Auditors, perform any other duties entrustedto the chairperson by the Board of Corporate Auditors; provided, however, that the chairperson maynot preclude any Corporate Auditor from exercising his/her own powers.Article 6(Specified Corporate Auditors (Tokutei-kansayaku))     1. The Board of Corporate Auditors may by resolution appoint the person(s) hereinafterreferred to as the “specified Corporate Auditor(s)” (*tokutei-kansayaku*) to perform the followingduties:     (1) to receive from the Directors the business reports, the annexed specifications thereofand accounting-related documents to be received by each Corporate Auditor, and distribute thesedocuments to the other Corporate Auditors;     (2) to provide notice of the contents of the Board of Corporate Auditors audit reportconcerning the business reports and the annexed specifications thereof to the Directorshereinafter referred to as “specified Directors” (*tokutei-torishimariyaku*) determined to be thepersons to receive such notice;     (3) to agree with the specified Directors on the date to provide the notice mentioned in thepreceding item;     (4) to receive notice of the contents of the accounting audit report from the accountingauditors and provide notice of the contents of such audit report to the other Corporate Auditors;     (5) to agree with the specified Directors and the accounting auditors on the date to receivethe notice mentioned in the preceding item;     (6) to provide notice of the contents of the Board of Corporate Auditors audit reportconcerning the accounting-related documents to the specified Directors and the accountingauditors; and     (7) to agree with the specified Directors on the date to provide the notice mentioned in thepreceding item.     2. Specified Corporate Auditor(s) shall be full-time Corporate Auditor(s).Article 7(Corporate Auditors to Attend the Meetings of the Special Directors)     The Board of Corporate Auditors shall by resolution appoint the Corporate Auditor(s) to attendthe meetings of the special Directors; provided, however, that this shall not prevent otherCorporate Auditors from attending the meetings.Article 8(Holding of Meetings)     The Board of Corporate Auditors meeting shall be held monthly in principle; provided, however,that the Board of Corporate Auditors meeting may be held whenever necessary.
 

 
Article 9(Convening Meetings)     1. The Board of Corporate Auditors meetings shall be convened and presided over by thechairperson.     2. Any Corporate Auditors may demand that the chairperson convene a meeting of the Board ofCorporate Auditors.     3. If the chairperson does not convene a meeting of the Board of Corporate Auditorsnotwithstanding the demands mentioned in the preceding paragraph, the Corporate Auditor who madesuch demand may convene and preside over a meeting of the Board of Corporate Auditors on his/herown.Article 10(Convocation Procedures)     1. In convening a meeting of the Board of Corporate Auditors, a notice to that effect shall bedispatched to each Corporate Auditor no later than three days prior to the date of the meeting ofthe Board of Corporate Auditors; provided, however, that the notice period may be shortened in anemergency.     2. When the unanimous consent of the Corporate Auditors has been obtained, the Board ofCorporate Auditors meeting may be held without convocation procedures.Article 11(Method of Resolution)     The resolution of the Board of Corporate Auditors shall be adopted by a majority of theCorporate Auditors.Article 12(Resolution on Audit Policies, etc.)     1. Audit policies, audit plans, methods of audit, allocation of audit duties among CorporateAuditors and other related matters shall be determined by the resolution of the Board of CorporateAuditors.     2. In addition to those set forth in the preceding paragraph, the Board of Corporate Auditorsshall resolve the matters it determines necessary for the performance of its functions.     3. The Board of Corporate Auditors shall request that the Directors resolve the contents ofthe following audit systems and develop such systems:     (1) matters relating to employees who support the Corporate Auditors’ duties;     (2) matters relating to the independence of the employees mentioned in the preceding itemfrom Directors and Executive Officers;     (3) systems for Directors, Executive Officers and employees to report to Corporate Auditorsand any other systems relating to reports to be provided to Corporate Auditors; and     (4) any other systems for ensuring the effectiveness of Corporate Auditors’ auditactivities.
 

 
Article 13(Regular Meetings, etc. with the Representative Directors)     1. The Board of Corporate Auditors shall hold meetings with the Chairman and Director, thePresident and Director and the Representative Directors on a regular basis and shall endeavor todeepen their mutual understanding by, for example, exchanging opinions with the representativeDirectors regarding issues to be addressed by the company, the status of the development of theenvironment for Corporate Auditors audits, important issues regarding audits, and any otherrelevant matters, and by making requests as necessary.     2. The Board of Corporate Auditors shall report to the Board of Directors the audit policies,the audit plan and the status and results of their audit on a regular basis.     3. In addition to the matters that the Directors and employees are statutorily required toreport to the Board of Corporate Auditors, the Board of Corporate Auditors shall determine throughdeliberations with the relevant Directors the scope of matters which the Directors, ExecutiveOfficers and employees shall report to the Board of Corporate Auditors, and shall receive timelyreports on such matters from them, based on the systems set forth in paragraph 3, item 3 of thepreceding article.Article 14(Reports to the Board of Corporate Auditors)     1. Corporate Auditors shall report the status of the performance of their own duties to theBoard of Corporate Auditors on a regular basis and an as needed basis, and whenever the Board ofCorporate Auditors requests a report.     2. Corporate Auditors who have received reports from the accounting auditors, the Directors,Executive Officers, employees of the company’s internal audit division and other relevantdepartments, and other relevant persons shall report to the Board of Corporate Auditors thereof.     3. The Board of Corporate Auditors shall request the accounting auditors, the Directors,Executive Officers, employees of the company’s internal audit division and other relevantdepartments, and other relevant persons to provide reports as necessary.     4. With respect to the preceding three paragraphs, if Corporate Auditors, the accountingauditors, the Directors, Executive Officers, employees of the company’s internal audit division andother relevant departments, and other relevant persons provide notice of the matters to be reportedto the Board of Corporate Auditors to all Corporate Auditors, such matters shall not be required tobe reported to the Board of Corporate Auditors.Article 15(Measures for Reports)     The Board of Corporate Auditors shall undertake necessary investigations and take measuresappropriate to the situation upon the receipt of the following reports:     (1) reports from the Directors and Executive Officers that any fact likely to cause thecompany significant damage has been found;     (2) reports from the accounting auditors that, in connection with the Directors’ performanceof their duties, any misconduct or any material fact constituting a violation of any law orregulation or the Articles of Incorporation has been found; or     (3) reports from the Directors, Executive Officers or employees on the matters determined inprior deliberation with the Directors.
 

 
Article 16(Preparation of Audit Report)     1. The Board of Corporate Auditors shall prepare the audit reports of the Board of CorporateAuditors through deliberations based on the audit report prepared by each Corporate Auditor.     2. In cases where the contents of the audit report of the Board of Corporate Auditors aredifferent from the contents of any Corporate Auditor audit report and at the request of suchCorporate Auditor, the Board of Corporate Auditors shall append a note with the contents of suchCorporate Auditor audit report to the audit report of the Board of Corporate Auditors.     3. Each Corporate Auditor shall affix to the audit report of the Board of Corporate Auditorshis/her respective signature, or his/her respective name and seal impression (including electronicsignature). Full-time Corporate Auditors and outside Corporate Auditors (*shagai-kansayaku*) shalldescribe their positions as full-time Corporate Auditors or outside Corporate Auditors in the auditreport of the Board of Corporate Auditors.     4. The provisions of the preceding three paragraphs shall apply *mutatis mutandis*to auditreports to be prepared when extraordinary accounting documents or consolidated accounting documentsare prepared by the company.     5. The Board of Corporate Auditors shall provide notice of the contents of the audit report ofthe Board of Corporate Auditors to the specified Directors and accounting auditors.Article 17(Consent, etc. regarding the Election of Corporate Auditors)     1. The following matters regarding the election of Corporate Auditors shall be determined bythe resolution of the Board of Corporate Auditors:     (1) consent to submit to the shareholders’ meeting a proposal concerning the election ofCorporate Auditors by the Directors;     (2) demand to include the election of Corporate Auditors in the agenda of the shareholders’meeting; and     (3) demand to submit to the shareholders’ meeting a proposal concerning the election ofCorporate Auditors.     2. The preceding paragraph shall apply *mutatis mutandis*to the election of substituteCorporate Auditors.Article 18(Criteria of Selection of Candidates for Corporate Auditors)     1. When selecting a candidate for Corporate Auditor, the Board of Corporate Auditors shallcarefully examine his/her suitability to serve as Corporate Auditor in light of whether thecandidate is sufficiently independent from the management, and other relevant factors.     2. When selecting a candidate for outside Corporate Auditor, the Board of Corporate Auditorsshall confirm that there will be no difficulties as to their independence; and shall also examinesuch candidate’s availability to attend meetings of the Board of Directors, the Board of CorporateAuditors and other relevant meetings, and other relevant factors.
 

 
Article 19(Consent, etc. regarding the Election of Accounting Auditors)     1. The policy to determine the dismissal or disapproval of reappointment of accountingauditors shall be determined by the resolution of the Board of Corporate Auditors.     2. The Board of Corporate Auditors shall examine for each business year the appropriateness ofreappointing the accounting auditors.     3. The following matters regarding the election, dismissal or disapproval of reappointment ofaccounting auditors shall be determined by the resolution of the Board of Corporate Auditors:     (1) consent to submit to the shareholders’ meeting a proposal concerning the election of theaccounting auditors by the Directors;     (2) consent to include the dismissal or disapproval of reappointment of the accountingauditors in the agenda of the shareholders’ meeting by the Directors;     (3) demand to submit to the shareholders’ meeting a proposal concerning the election of theaccounting auditor;     (4) demand to include the election, dismissal or disapproval of reappointment of theaccounting auditor in the agenda of the shareholders’ meeting; and     (5) election of the person who is to temporarily perform the duties of an accounting auditorin case of the vacancy of the accounting auditor.     4. The consent of all Corporate Auditors is required for the dismissal of the accountingauditor based on the statutory grounds of dismissal and may be obtained through deliberations ofthe Board of Corporate Auditors. In such case, Corporate Auditors selected by the Board ofCorporate Auditors shall report the dismissal and the reason thereof at the first shareholders’meeting to be held after the dismissal.     5. The consent mentioned in the preceding paragraph may be made in writing or by electronicmeans in case of urgent necessity.Article 20(Consent to Remuneration, etc. of the Accounting Auditors)     The consent to remuneration, etc. of accounting auditors or a person to temporarily performthe duties of an accounting auditor shall be determined by the resolution of the Board of CorporateAuditors.Article 21(Consent to Partial Exemption of Directors from Liability)     1. The following consent of all Corporate Auditors is required for the following acts and maybe obtained through deliberation of the Board of Corporate Auditors.     (1) consent to submit to the shareholders’ meeting a proposal concerning the partial exemptionof a Director from liability;     (2) consent to submit to the shareholders’ meeting a proposal concerning the modification ofthe Articles of Incorporation to provide that Directors may be partially exempted from liability bythe Board of Directors’ resolution;     (3) consent to submit to the Board of Directors’ meeting a proposal concerning the partialexemption of a Director from liability based on the provisions of the Articles of Incorporation;and
 

 
     (4) consent to submit to a shareholders’ meeting a proposal concerning the modification of theArticles of Incorporation to provide that the company may enter into an agreement with an outsideDirector for his/her partial exemption from liability.     2. The consent mentioned in the preceding paragraph may be made in writing or by electronicmeans in case of urgent necessity.Article 22(Consent to Participation in a Derivative Lawsuit)     1. The consent of all Corporate Auditors to the company’s participation in a derivativelawsuit to assist the defendant Director(s) may be made through deliberations of the Board ofCorporate Auditors.     2. The consent mentioned in the preceding paragraph may be made in writing or by electronicmeans in case of urgent necessity.Article 23(Deliberations Regarding the Exercise of the Powers of Corporate Auditors)     The Corporate Auditors may, in the case of exercising their powers or fulfilling theirobligations regarding the following items, have prior deliberations with the Board of CorporateAuditors:     (1) explanations of the questions for Corporate Auditors notified by the shareholders prior tothe shareholders’ meeting;     (2) reports to the Board of Directors, demands to convene Board of Directors meetings, etc.;     (3) results of investigations regarding the proposals, documents and other materials to besubmitted to the shareholders’ meeting;     (4) to seek injunctions against the acts of Directors outside of the purpose of the company orotherwise in violation of any law or regulation or the Articles of Incorporation;     (5) statements of opinion at a shareholders’ meeting regarding the election, dismissal,resignation, remuneration, etc. of Corporate Auditors;     (6) matters regarding lawsuits between the company and the Directors;     (7) matters regarding the filing of any lawsuits, etc.; and     (8) in addition to the above items, matters as deemed necessary by Corporate Auditors for theCorporate Auditors’ performance of their duties.Article 24(Deliberations regarding Remuneration, etc.)     Corporate Auditors may deliberate on the remuneration, etc. of Corporate Auditors at the Boardof Corporate Auditors meeting with the consent of all Corporate Auditors.
 

 
Article 25(Minutes)     1. The Board of Corporate Auditors shall prepare minutes containing the following items andall Corporate Auditors present at the meeting of the Board of Corporate Auditors shall affix to theminutes their respective signatures or their respective names and seal impressions (includingelectronic signature):     (1) the date and place of holding the meeting of the Board of Corporate Auditors (includingthe methods of attendance, in cases where Corporate Auditors, Directors or accounting auditorsattend such meeting without being physically present);     (2) the outline of the progress of the proceedings of the meeting and the results thereof;     (3) if there are any opinions stated or statements made at the meeting of the Board ofCorporate Auditors with respect to the following matters, the summary of the contents of suchopinions or statements;     a. reports from the Directors that any fact likely to cause the company significantdamage has been found; or     b reports from the accounting auditors that there exists, in connection with theDirectors’ performance of their duties, any misconduct or any material fact constituting aviolation of any law or regulation or the Articles of Incorporation;     (4) names of the Directors or the accounting auditors who attended the meeting of the Boardof Corporate Auditors; and     (5) the name of the chairperson of the meeting of the Board of Corporate Auditors.     2. In cases where the report to the Board of Corporate Auditors shall not be required pursuantto Article 14, paragraph 4, the Board of Corporate Auditors shall prepare minutes containing thefollowing items:     (1) contents of the matters which shall not be required to be reported to the Board ofCorporate Auditors;     (2) date on which the report to the Board of Corporate Auditors was deemed not to berequired;     (3) the name of Corporate Auditors who performed the duties concerning the preparation ofthe minutes.     3. The company shall keep the minutes mentioned in the preceding two paragraphs for ten yearsat the head office.Article 26(Secretariat of the Board of Corporate Auditors)     The affairs related to convening the meetings of the Board of Corporate Auditors, thepreparation of the minutes of such meetings, and other affairs concerning the operation of theBoard of Corporate Auditors shall be performed by employees who support Corporate Auditors.Article 27(Revision or Abolition of these Regulations)     The revision or abolition of these regulations shall be made by the resolution of the Board ofCorporate Auditors.(As amended on April 1, 2010)