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Exhibit 1.2 (Translation) REGULATIONS OF THE BOARD OF DIRECTORS
OF
CANON INC. (Purpose) Article 1.     With respect to the procedure for convening a meeting of the
Board of Directors of the Company, method of adopting resolutions, etc. the
provisions of these Regulations shall govern in accordance with Article 22 of
the Articles of Incorporation. (Composition) Article 2.     The Board of Directors shall be composed of the Directors. 2.     The Corporate Auditors of the Company are
required to attend the meeting of the Board of Directors and
express their opinions when they deem it necessary. (Duties) Article 3.     The Board of Directors shall make decisions on the execution of
important business of the Company and shall supervise the execution
by Directors of their duties. 2.     The Board of Directors shall receive reports on
the state of execution of business from the
President-and-Director or a Director named by him, at least
once every three months. (Convening of meeting) Article 4.     A meeting of the Board of Directors shall be convened whenever
necessary. (Person to convene meeting) Article 5.     A meeting of the Board of Directors shall be convened by the
Chairman-and-Director or the President-and-Director. 2.     In case the Chairman-and-Director and the
President-and-Director are unable to act, such meeting shall
be convened by another Director in the order prescribed in
advance by the Board of Directors. 3.     Any Director or Corporate Auditor of the Company
may request that a meeting of the Board of Directors be
convened by submitting to the person having power to convene
such meeting a writing setting forth the subject matters to be
considered and the reasons therefor. (Convening procedure) Article 6.     Notice for convening a meeting of the Board of Directors shall
be dispatched to each Director and each Corporate Auditor of the
Company not later than three (3) days before the date of the meeting;
provided, however, in case of urgent necessity, this period may be
shortened. 2.     A meeting of the Board of Directors may be held
without going through the procedure under the preceding
paragraph, with the consent of all the Directors and the
Corporate Auditors of the Company.




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(Chairmanship) Article 7.     Chairmanship of a meeting of the Board of Directors shall be
assumed by the Chairman-and-Director or the President-and-Director. 2.     If the Chairman-and-Director and the
President-and-Director are unable to act, such chairmanship
shall be assumed by another Director in the order prescribed
in advance by the Board of Directors. (Resolutions) Article 8.     Resolutions of the Board of Directors shall be adopted at its
meeting at which a majority in number of the Directors are present by
a majority of the votes of the Directors so present. 2.     Directors having special interest in any
resolution under the preceding paragraph shall not participate
in such resolution. 3.     The number of Directors who cannot participate in
resolution in accordance with the provision of the preceding
paragraph shall not be counted in the number of Directors
under paragraph 1. (Presence of persons other than Directors and Corporate Auditors) Article 9.     If the Board of Directors deems it necessary, any persons other
than the Directors and the Corporate Auditors of the Company may be
required to attend the meeting of the Board of Directors to give
their opinion or explanation. (Matters for resolution) Article 10.   The matters for resolution of the Board of Directors shall be
as follows: 1.     Matters
relating to general meeting of shareholders and shares:  (1)
    
    Convening of a general meeting of shareholders.
(Commercial Code, Art. 231)(2)
    
    Propositions to be submitted to a general meeting of
shareholders.(3)
    
    Approval of balance sheet, income
statement, business report and a proposition relating to
appropriation of profit and their accompanying detailed
statements. (Commercial Code, Art. 28l; Commercial Code
Special Exceptions Law, Art. 16)(4)
    
    Approval of consolidated balance sheet and consolidated
income statement.
(Commercial Code Special Exceptions Law, Art. 19-2)(5)
    
    Interim dividends. (Commercial Code, Art. 293-5)(6)
    
    Issuance of new shares. (Commercial Code, Art. 280-2)(7)
    
    Division of shares and increase of the total number of
authorized shares in connection with such division. (Commercial
Code, Art. 218)(8)
    
    Acquisition of its own shares from a subsidiary.
(Commercial Code, Art. 211-3) 2




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(9)
    
    Acquisition of its own shares pursuant to the provision
of the Articles of Incorporation.
(Commercial Code, Art. 211-3)(10)
    
    Acquisition of its own shares other than the cases
mentioned in the previous two items.
(Commercial Code, Art. 260)(11)
    
    Disposition of its own shares. (Commercial Code, Art. 211)(12)
    
    Retirement of its own shares. (Commercial Code, Art. 212)(13)
    
    Decrease of the number of shares to
constitute one unit of shares or abolition of the provision
concerning the unit of shares. (Commercial Code, Art. 221)(14)
    
    Issuance of share acquisition rights. (Commercial Code, Art.
280-20)(15)
    
    Retirement of share acquisition rights. (Commercial Code,
Art. 280-36) 2.     Matters relating to officers:  (1)
    
    Appointment and removal of Representative Directors.
(Commercial Code, Art. 261)(2)
    
    Determination of joint representation. (Commercial Code,
Art. 261)(3)
    
    Appointment and removal of Directors with specific titles.(4)
    
    Determination of the order of Directors.(5)
    
    Approval of Directors competitive transactions. (Commercial
Code, Art. 264)(6)
    
    Approval of transactions between the Company and Directors.
(Commercial Code, Art. 265) 3.     Matters relating to organization:  (1)
    
    Establishment, alteration and abolition of
business places and other important organizations.
(Commercial Code, Art. 260)(2)
    
    Approval of gist of important rules and regulations. 4.     Matters relating personnel affairs:  (1)
    
    Decision on important personnel affairs within the Company.
(Commercial Code, Art. 260)(2)
    
    Assignment of officers to important subsidiaries and
affiliated companies. 5.     Matters relating to assets of financial affairs:  (1)
    
    Disposition, acquisition through assignment
and leasing and renting of important property.
(Commercial Code, Art.260)(2)
    
    Lending of a large amount of money.(3)
    
    Transfer of legal reserve to capital. (Commercial Code, Art.
293-3) 3




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6.     Matters relating to indebtedness:  (1)
    
    Borrowing of a large amount of money and guarantee of
obligations. (Commercial Code, Art. 260)(2)
    
    Issuance of bonds and bonds with share acquisition rights.
(Commercial Code, Arts. 296, 341-3) 7.     Basic matters of management:  (1)
    
    Outline of management plans.(2)
    
    Decision on important policies relating to manufacture and
sales. 8.     Others:  (1)
    
    Selection of candidates for accounting auditors. (Commercial
Code Special Exceptions Law, Art. 3)(2)
    
    Matters relating to important litigations.(3)
    
    Establishment, amendment and repeal of regulations for
handling of shares.(4)
    
    Establishment, amendment and repeal of regulations of the
Board of Directors.(5)
    
    Matters as to which the Board of Directors
has been authorized by a general meeting of shareholders to
make decision.(6)
    
    Other important matters relating to execution of business.(7)
    
    In addition to the matters listed above,
the matters provided for in laws, ordinances or the Articles
of Incorporation. (Minutes) Article 11.   With regard to the proceedings of a meeting of the Board of
Directors, an outline thereof and the results shall be recorded in
minutes and such minutes, affixed with the names and seals of the
Directors and the Corporate Auditors of the Company present, shall be
kept on file at the Company for 10 years. (Notice to absentees) Article 12.   The proceedings in outline and the results of the meeting of
the Board of Directors shall be notified to the Directors and the
Corporate Auditors of the Company absent from the meeting.  Supplementary Provisions These regulations shall become effective as from March 30, 1993.(Partly amended on April 15, 1998)(Partly amended on April 1, 1999)(Partly amended on October 29, 2001)(Partly amended on March 28, 2003)(Partly amended on March 31, 2004)
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