Exhibit 1(c)
[Translation]
CORPORATION MEETINGS REGULATIONS
Chapter I. General Provisions
Article 1. General Provisions
1. These Rules shall govern the structure and operation of both the Executive Committee (as provided for in Article 11 of the Office Organization Rules) and Committees (as provided for in Article 12 of the Office Organization Rules).
2. Corporate Policy Meetings shall be held to help in the discussion and decision making of the Executive Committee. These Rules shall govern the structure and operation of Corporate Policy Meetings.
Article 2. Amendment and Abolition
The amendment and abolition of these Rules shall be determined by resolution of the Executive Committee.
Article 3. Jurisdiction
The Corporate Planning Division has jurisdiction over these Rules.
Chapter II. Executive Committee
Article 4. Members and Attendees
1. The Executive Committee shall consist of all Representative Executive Officers, as well as Executive Officers and Corporate Officers nominated by the President & CEO of the Company (“Committee Members”).
2. The President & CEO may, if they deem necessary, require any senior Group officers and Business Group Chief Executives to attend meetings of the Executive Committee as members.
3. The President & CEO may, if they deem it necessary, require any of the Directors other than the Committee Members, the Executive Officers and the Directors of relevant subsidiaries of the Company, etc., to attend meetings of the Executive Committee.
4. Members of the Audit Committee may attend meetings of the Executive Committee.
Article 5. Chairman
1. The President & CEO shall convene meetings of the Executive Committee and shall preside over the meetings.
2. If the President & CEO is unable to act as such, one of the other members shall act in their place, in accordance with the order of priority previously determined by the Executive Committee.
Article 6. Meeting Dates
Meetings of the Executive Committee shall be held, in principle, once every two (2) weeks; however, they may be held at any time if the need arises.
Article 7. Matters to be Discussed and Determined
1. The Executive Committee shall, in principle, discuss and determine the following general important matters concerning management of the Company pursuant to the basic policies determined by the Board of Directors:
| | 1) | | Matters entrusted by the Board of Directors; |
| | 2) | | Matters concerning execution of policies concerning general management and control of the Company; |
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| | 3) | | Matters concerning company financial results; |
| | 4) | | Matters concerning company shares, etc.; |
| | 5) | | Matters concerning nominations, compensation, etc.; |
| | 6) | | Matters concerning important matters concerning the subsidiaries of the Company, etc.; |
| | 7) | | Matters concerning important matters concerning the administration and management of the subsidiaries of the Company, etc.; |
| | 8) | | Matters concerning the establishment of, amendment to and abolition of rules, etc.; |
| | 9) | | Matters concerning regulatory compliance and risk management; |
| | 10) | | Matters required to be submitted to the Executive Committee by provisions stipulated in various rules and regulations; and |
| | 11) | | Any other matters requiring executive action. |
2. The matters to be discussed and determined set forth in the preceding paragraph shall be submitted by any of the Committee Members in control of such matters, or senior Group officers and Business Group Chief Executives pursuant to Article 4 Paragraph 2, or any of the Directors other than the Committee Members or the Executive Officers pursuant to Article 4 Paragraph 3.
Article 8. Method of Discussion and Determination
1. The proceedings of a meeting of the Executive Committee shall be determined by the President & CEO with the unanimous consent of all the Committee Members present who shall constitute in number a majority of the Committee Members.
2. If unanimous consent is not given by the Committee Members present at a meeting, the President & CEO shall determine the relevant items of business with consideration to the opinions of all Members present, upon consultation with the Executive Chairman, or in the event a Deputy Executive Chairman is appointed, with the Executive Chairman and the Deputy Executive Chairman.
Article 9. Discussion and Determination in Writing
1. Notwithstanding the provisions of Article 7, in special circumstances, the circulation of a written resolution drafted by the person making such proposal may be substituted for the holding of a meeting of the Executive Committee.
2. In the case of the preceding paragraph, the person making such proposal must report to the next Executive Committee meeting on the matters discussed and determined.
Article 10. Emergency Procedures
1. In case of emergency, such as a natural disaster, etc., if there is no time for discussion at the Executive Committee or for circulation of a written resolution, irrespective of the provisions set forth in Article 7, the President & CEO may take any and all expedient steps as may be necessary as matters of urgency.
2. In the case of the preceding paragraph, the President & CEO shall immediately report on such steps to the Executive Committee.
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Article 11. Reporting and Exchange of Information
Each of the Committee Members or senior Group officers and Business Group Chief Executives pursuant to Article 4 Paragraph 2, or any of the Directors other than the Committee Members or the Executive Officers pursuant to Article 4 Paragraph 3 shall, at meetings of the Executive Committee, report on the state of execution of their duties and shall also exchange general information with one another.
Article 12. Meeting Minutes
The Corporate Administration Division shall record a summary of the proceedings of meetings of the Executive Committee and the results thereof in the minutes, and the President & CEO shall sign their name or affix their seal to such minutes, which shall then be kept at the Company Head Office for ten (10) years.
Article 13. Communication
The matters resolved by the Executive Committee shall be rapidly communicated to the relevant Executive Officers and General Managers, etc.
Chapter III. Committees
Article 14. Purpose and Matters to be Deliberated
1. A committee shall arrange, examine and deliberate on the following matters upon a mandate given by the President & CEO in order to contribute to the discussions and decision-making of the Executive Committee.
| | 1. | | Matters concerning management policies of the entire group; |
| | 2. | | Matters concerning management plans of the entire group; |
| | 3. | | Matters concerning risk management of the entire group; |
| | 4. | | Matters concerning the setting up of management and execution policies among the subsidiaries of the Company; and |
| | 5. | | Any other specified matters necessary for deliberation by the Executive Committee. |
Article 15. Establishment and Membership
1. The Executive Committee shall establish a committee, which shall consist of several members appointed by the President & CEO.
2. The President & CEO may appoint Directors with Executive Power, etc. of the subsidiaries of the Company to be members, as described in the preceding paragraph.
Article 16. Chairman
1. Each committee shall have a chairman.
2. The chairman of the committee shall preside over the committee.
3. The committee may have a vice-chairman if necessary.
4. The President & CEO shall appoint a chairman and a vice-chairman of the committee from among its members.
5. If the chairman of the committee is prevented from acting as such, the vice-chairman or any other member appointed by the President & CEO shall act on the chairman’s behalf.
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Article 17. Secretariat
1. Each committee shall have a secretariat.
2. The secretariat shall be under the direction of the chairman of the committee and shall be responsible for committee administrative matters.
Article 18. Convocation
The chairman of the committee shall convene meetings of the committee.
Article 19. Deliberation
1. Committee members must make efforts to attend meetings of their committees where they shall carefully and actively discuss matters from the viewpoint of the Group as a whole, so that the deliberations of the committee can be completed in a timely manner.
2. If a member is to be absent from a meeting, they may submit their written opinions to the chairman of the committee in advance.
3. If necessary, the committee may require persons concerned to attend a meeting of the committee so that the committee may hear their opinions.
4. If necessary, the committee may require a division or subsidiary of the Company, etc. to submit materials or to make other cooperative efforts.
Article 20. Submissions and Reports
1. The chairman of the committee or a member of the committee nominated by the chairman shall, from time to time, submit or report on important matters deliberated at the committee to the Executive Committee.
2. In reports set forth in the preceding paragraph the minority opinions of the committee must be included.
3. If a long period of time is required for the deliberations in Article 20 Paragraph 1 the chairman of the committee or a member of the committee nominated by the chairman must provide interim reports to the Executive Committee about the state of the deliberations.
Article 21. Working Groups
A committee may establish working groups to ensure smooth deliberation.
Chapter IV. Corporate Policy Meetings
Article 22. Purpose and Matters to be Deliberated
The purpose of Corporate Policy Meetings is to exchange views from a wide range of perspectives and discuss the basic direction of important matters with regard to the management and administration of the Company Group on a consolidated basis, to contribute to decision-making at the Executive Committee.
Article 23. Composition
Corporate Policy Meetings shall consist of relevant Executive Committee Members, relevant Directors, Executive Officers, Corporate Officers and General Managers, and Directors, etc. of relevant subsidiaries of the Company.
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Article 24. Meeting Dates
Corporate Policy Meetings shall be held whenever required.
Article 25. Secretariat
The secretariat of Corporate Policy Meetings shall share jurisdiction with the Corporate Planning Division over matters to be deliberated.
Article 26. Submissions and Reports
In principle, matters to be deliberated at Corporate Policy Meetings shall be submitted or reported to the Executive Committee.
Chapter V. Business Group Management Meetings
Article 27. Purpose and Matters to be Deliberated
Business Group Management Meetings shall be established in each Business Group under Article 6 of the Office Organization Rules to deliberate and exchange views from a wide range of perspectives regarding the management of the Business Group, and to contribute to the management of the Business Group.
Article 28. Composition
Business Group Management Meetings shall consist of the Business Group Chief Executive, relevant Executive Committee Members, relevant Directors, Executive Officers, Corporate Officers and General Managers, and Directors, etc. of relevant subsidiaries of the Company.
Article 29. Holding of meetings
Business Group Management Meetings shall be held in each Business Group, in principle two (2) times a year.
Article 30. Secretariat
The Corporate Planning Division and the division in charge of planning in each Business Group shall jointly be responsible for being the secretariat of Business Group Management Meetings.
Supplementary Provisions
1. These Rules shall become effective as from October 1, 2005.
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Amendment History
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July 31, 2006 | | Amendment to Article 4 Paragraph 2 |
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December 24, 2010 | | Changes to layout by chapters. |
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April 1, 2013 | | Amendment to Article 4 |
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May 14, 2014 | | Amendment to Article 3, Article 4 |
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March 31, 2015 | | Amendment to Article 22, Article 24, Article 25 |
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| | Addition of Chapter V. (Article 27, Article 28, Article 29) |
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April 1, 2015 | | Rules in effect |
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June 23, 2015 | | Addition to Article 3, number of other Articles moved down. Amendment to Article 2, Article 4, Article 5, Article 7, Article 8, Article 10, Article 11, Article 12, Article 14, Article 15, Article 16, Article 23, Article 28 |
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June 25, 2015 | | Rules in effect |
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July 3, 2015 | | Amendment to Article 4, Article 7, Article 11, Article 27, Article 28, Article 29, Article 30 |
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| | Rules in effect |
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