Exhibit 1.2
(Translation)
REGULATIONS OF THE BOARD OF DIRECTORS
ADVANTEST CORPORATION
REGULATIONS OF THE BOARD OF DIRECTORS
Article 1. (Purpose)
Except as otherwise provided for by laws and ordinances or the Articles of Incorporation, any matters related to the Board of Directors of the Company shall be governed by these Regulations.
Article 2. (Convocation)
The Ordinary Meeting of the Board of Directors shall be held once a month in principal, and the Extraordinary Meeting of the Board of Directors shall be held at any time whenever necessary.
Article 3. (Place)
The meeting of the Board of Directors shall be held at the head office of the Company; provided, however, that the place of the meeting may be changed whenever necessary.
Article 4. (Matters to Be Resolved or Approved)
| | 1. | The Board of Directors shall resolve or approve matters concerning execution of business of the Company. |
| | 2. | Matters concerning execution of business of the Company to be resolved or approved by the Board of Directors shall be as listed on the Annex. |
Article 5. (Convener and Chairman)
The Chairman of the Board shall convene and act as the chairman of the meeting of the Board of Directors. Should the Chairman of the Board be unable to act, another Director shall take his/her place in accordance with an order of priority previously determined by the Board of Directors.
Article 6. (Procedure for Convocation)
| | 1. | Notice for convocation of the meeting of the Board of Directors shall be dispatched in writing to each Director and Corporate Auditor at least three (3) days prior to the date set for the meeting; provided, however, that such period may be shortened or the meeting may be convened orally or digitally if the convocation is urgently required. |
| | 2. | In case that the consent of all Directors and Corporate Auditors is obtained, the meeting of the Board of Directors may be held without taking the procedure for convocation. |
Article 7. (Matters to be Reported)
| | 1. | The Representative Director or the Director in charge shall report to the Board of Directors at least once in every three months on the status of execution of business during such period. |
| | 2. | Any Director who intends to engage in i) transactions which will compete with the business of the Company or ii) transactions with the Company, shall disclose the important facts to and obtain approvals from the Board of Directors, and shall report the important facts concerning the transactions to the Board of Directors without delay after the completion thereof. |
Article 8. (Resolution)
| | 1. | The resolution of the Board of Directors shall be adopted by a majority vote of the Directors present at the meeting at which a majority of Directors are present. In case of a tie, the chairman of the meeting may defer the resolution and submit the same proposal again at the following meeting of the Board of Directors. |
| | 2. | Any Director having a special interest in the matter for resolution may not exercise his/her voting right. |
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Article 9. (Omission of Resolution)
If the Chairman of the Board submits a resolution in respect of a matter that is subject to a resolution by the Board of Directors, and if all Directors (limited to those directors who are entitled to participate in resolving such matter) consent to such resolution in writing or digitally (except when any Corporate Auditor objects to such resolution), such resolution shall be deemed approved by the Board of Directors
Article 10. (Appointment and Dismissal of Corporate Executive Officers)
| | 1. | The Board of Directors may appoint corporate executive officers and assign the performance of operations of business of the Company to them. |
| | 2. | The Board of Directors may appoint, from the corporate executive officers, one (1) person for the office of President of Corporate Executive Officers, and several persons for the office of Vice-President of Corporate Executive Officers, Senior Executive Officer and Managing Executive Officer, respectively, by its resolution. |
| | 3. | Basic matters such as appointment, authority, responsibilities and retirement of the corporate executive officers shall be separately determined by the Regulations of Corporate Executive Officers. |
Article 11. (Presence of Person Other than Officers)
In case that the chairman deems it necessary for the deliberation at the meeting of the Board of Directors, he/she may have any corporate executive officer in charge of business related to any of the proposals and/or other persons he/she deems it appropriate to attend the meeting and express their opinions and/or give explanations.
Article 12. (Minutes)
| | 1. | The substance of the proceedings of the meeting of the Board of Directors, the results thereof and other matters provided for in relevant laws and regulations shall be recorded in the minutes in writing or digitally and the Directors and Corporate Auditors present at the meeting shall affix their names and seals thereto or put their electronic signatures thereon. |
| | 2. | The minutes shall be kept at the head office of the Company for the period of ten (10) years. |
Article 13. (Notification to Directors and Corporate Auditors Not Present)
Directors and Corporate Auditors who have not been present at the meeting of the Board of Directors shall be notified of the substance of the proceedings and the results thereof.
Article 14. (Amendment)
Any amendment to these Regulations shall be made with a resolution of the Board of Directors.
SUPPLEMENTARY PROVISION
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1. Amended and Enacted | | June 27, 2006 |
2 Amended and Enacted | | May 1, 2006; |
3. Amended and Enacted | | June 27, 2003; |
4. Amended and Enacted | | June 27, 2002; |
5. Amended and Enacted | | June 28, 2001; |
6. Amended and Enacted | | May 1, 1998; |
7. Amended and Enacted | | April 1, 1992; and |
8. Amended and Enacted | | October 1, 1990. |
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ANNEX
MATTERS TO BE RESOLVED
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1. Matters provided for by laws and ordinances or the Articles of Incorporation: |
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(1) Convocation of the General Meeting of Shareholders and proposals to be referred thereto (Article 298 of the Company Law (“CL”)); (2) Determination and the order of Directors to act as the convener and the chairman at the General Meeting of Shareholders; (3) The amount of remuneration, among others, and time of payment of remuneration to Directors upon resolution of the General Meeting of Shareholders; (4) The amount of remuneration, among others, and time of payment of remuneration to corporate executive officers; (5) Appointment or dismissal of the Representative Director or Directors with Titles (CL362); (6) Approval of the transactions by Directors which will compete with the business of the Company and the transactions between Directors and the Company (CL365); (7) Exemption of Directors’ and Corporate Auditors’ liabilities under the Articles of Incorporation (CL362); (8) Establishment and amendment of the Regulations of Board of Directors; (9) Approval of accounting documents, business reports and annexed specifications thereof (CL436); (10) Matters concerning distribution of retained earnings, among others (CL459); (11) Matters concerning the extraordinary close of the Shareholders’ Register; (12) Matters concerning a share split and amendment to the Articles of Incorporation with respect to an increase of the total number of shares the Company is authorized to issue corresponding to such share split (CL183, 184); (13) Allotment of shares without consideration (CL186); (14) Acquisition of treasury shares under the Articles of Incorporation (CL165); (15) Retirement of treasury shares of the Company (CL178); (16) Matters concerning the issuance of offering shares (CL201); (17) Decrease of the number of shares constituting one unit of shares or abolishment of the provisions which define such number (CL195); (18) Matters concerning the issuance of bonds, share acquisition rights and bonds with share acquisition rights (CL362, 240); (19) Sale of shares owned by non est shareholders (CL197); (20) Establishment and amendment of the Share Handling Regulations; (21) Appointment of the share registration agent and its handling office; (22) Appointment or dismissal of a Counselor and an Advisor; (23) Development of the internal control system (CL362); (24) Any and all other important matters under the laws and ordinances or the Articles of Incorporation. |
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2. Disposal or Acquisition of Important Assets | | Threshold for approval |
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(1) Acquisition, sale or lease of fixed assets; | | Three hundred million yen (¥300,000,000) or more per each; |
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(2) Disposal of fixed assets or inventory; | | One hundred million yen (¥100,000,000) or more per each; |
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(3) Loans; | | Three hundred million yen (¥300,000,000) or more per each; |
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(4) Establishment, merger, acquisition, sale or dissolution of subsidiary, affiliate or joint venture; | | All |
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(5) Capital subscription or investment; | | One hundred million yen (¥100,000,000) or more per each; |
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(6) Depreciation or waiver of credit; and | | Thirty million yen (¥30,000,000) or more per each; |
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(7) Donation | | Thirty million yen (¥30,000,000) or more per each. |
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3. Loans of large amount | | |
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(1) Borrowing; | | Three hundred million yen (¥300,000,000) or more per each; |
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(2) Creation of security right; | | One hundred million yen (¥100,000,000) or more per each; |
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(3) Guaranty or guaranty on contract; and | | Thirty million yen (¥30,000,000) or more per each; |
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(4) Rental | | Five million yen (¥5,000,000) or more per month per each. |
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4. Important corporate organization and personal affairs | | |
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(1) Amendment to corporate organization; (2) Personnel changes; and (3) Dispatch officer to an affiliate, other company or any outside organization, or change thereof | | • corporate division or similar or more important organization; • assignment of business responsibilities to Directors and corporate executive officers; division manager (controller) or senior to such position; |
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5. Other important execution of business | | |
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(1) Matters concerning management plans; (2) Matters concerning important lawsuits; (3) Execution of important contracts; (4) Important alliances; and (5) Other important execution of business | | • authorization of budget for the first and second half of business year, interim and fiscal consolidated financial statements etc. |
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