Exhibit 1(b)
[Translation]
CORPORATION MEETINGS REGULATIONS
I. General Provisions
Article 1. (General Provisions)
1. The structure and operation of the Executive Committee as provided for
in Article 10 of the Office Organization Rules and those of the
Committees as provided for in Article 11 of such Rules shall be governed
by these Regulations.
2. The Corporate Policy Meeting is established to contribute to the
discussions and decision making at the Executive Committee. The
organization and administration of The Corporate Policy Meeting shall be
governed by these Regulations.
Article 2. (Amendment and Abolition)
The Amendment to and abolition of these Regulations shall be determined by
the Board of Directors.
II. Executive Committee
Article 3. (Members and Attendees)
1. The Executive Committee shall consist of all Representative Directors
and Directors nominated by the President & CEO of the Company.
(hereinafter referred to as the "Committee Members")
2. The President & CEO may, if he/she deems necessary, require any Director
other than the Committee Members, Executive Officer and Directors of the
relevant subsidiary of the Company, etc. to attend the meeting of the
Executive Committee
Article 4. (President)
1. The President & CEO shall convene the meeting of the Executive Committee
and preside over such meeting.
2. If the President & CEO is prevented from so acting, the Deputy
President, Senior Managing Director or Managing Director shall convene
and preside over such meeting in the order previously determined.
Article 5. (Date of Meetings)
The meetings of the Executive Committee shall be held, in principle, once
every two (2) weeks; provided however, that in case of need, such meeting shall
be held from time to time.
Article 6. (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 to be submitted to the meeting of the Board of Directors;
2) Matters entrusted by the Board of Directors;
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3) Executing policies concerning general management and control;
4) Adjustment of important matters concerning subsidiaries, etc.;
5) Important matters concerning administration and management of
subsidiaries, etc.;
6) Matters concerning establishment of, amendment to, and abolition of,
important rules;
7) Matters required to be submitted to the Executive Committee by
provisions as stipulated in various rules and regulations; and
8) Any other matters which the President & CEO deems necessary.
2. The matters to be discussed and determined set forth in the preceding
paragraph shall be submitted by the Committee Member(s) or any Directors
or Executive Officers other than Committee Member(s) who attend the
Executive Committee pursuant to the Article 3 clause 2 of these
Regulations.
Article 7. (Method of Discussion and Determination)
1. The proceedings at the meeting of the Executive Committee shall be
determined by the President & CEO with the unanimous consent of all the
Committee Members present thereat who shall constitute in number a
majority of the Committee Members.
2. If unanimous consent is not given by all the Committee Members present
at such Committee, the President & CEO shall determine the relevant item
of business in consideration of their opinions upon consultation with
the Chairman & Co-CEO.
Article 8. (Discussion and Determination in Writing)
1. Notwithstanding the provisions set forth in Article 6 hereof, in special
circumstances, a circular resolution drafted by the proposer may be
substituted for the Executive Committee.
2. In case of the preceding paragraph, the proposer must report such
matters as discussed and determined to the next the Executive Committee.
Article 9. (Emergency Treatment)
1. In case of emergency such as natural disaster, etc. and if there is no
time for discussion at the Executive Committee or for discussion in
writing, irrespective of the provisions set forth in Article 6 hereof,
the President & CEO may take any and all expedient steps as may be
necessary as an urgent matter.
2. In case of the preceding paragraph, the President & CEO shall
immediately report such steps to the Executive Committee.
Article 10. (Report and Exchange of Information)
Each Committee Member shall report on the state of execution of business at
the meeting of the Executive Committee according to the circumstances and also
exchange general information with one another.
Article 11. (Minutes)
The substance of the proceedings of the meeting of the Executive Committee
and the results thereof shall be recorded in the minutes by the Corporate
Administration Division, and the President & CEO shall affix his/her name and
seal to such minutes, which shall be kept at the head office of the Company for
ten (10) years.
Article 12. (Communication)
The matters resolved by the Executive Committee shall be rapidly
communicated to the relevant Executive Officers and General Managers, etc.
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III. Committee
Article 13. (Purpose and Matters to be Deliberated)
The Committee shall arrange, examine and deliberate the following matters
upon the mandate given by the President & CEO in order to be helpful
discussions at the Executive Committee:
1. Matters concerning management policies of the whole group;
2. Matters concerning management plans of the whole group;
3. Matters concerning risk management of the whole group;
4. Matters concerning compliance and internal audits of the whole group;
5. Matters concerning adjustment of management and execution policies among
subsidiaries; and
6. Any other specified matters necessary for deliberation at the Executive
Committee.
Article 14. (Establishment and Constitution)
1. The President & CEO shall establish the Committee, which shall consist
of several members appointed by him/her.
2. As a member of such Committee as described in the preceding paragraph,
the President & CEO may appoint Executive Directors, etc. of the
subsidiaries of the Company.
Article 15. (Chairman)
1. The Committee shall have a Chairman.
2. The Chairman of the Committee shall preside over the Committee.
3. The Committee may have a Vice-Chairman whenever necessary.
4. The President & CEO shall appoint the Chairman and Vice-Chairman of the
Committee from among its members.
5. If the Chairman of the Committee is prevented from so acting, the
Vice-Chairman or any other member appointed by the President & CEO shall
act on his/her behalf.
Article 16. (Secretariat)
1. The Committee shall have a secretariat.
2. The secretariat shall be under the direction of the Chairman of the
Committee and take charge of the business concerning the Committee.
Article 17. (Convocation)
The Chairman of the Committee shall convene the meetings of the Committee.
Article 18. (Deliberation)
1. The members of the Committee must themselves attend meetings of the
Committee and perform careful and active discussions from the viewpoint
of the whole group for the purpose of speedy completion of the
deliberations by the Committee.
2. If any member is absent from the meeting, he/she may, in advance, submit
his/her written opinion to the Chairman of the Committee.
3. The Committee may require the persons concerned to attend a meeting of
the Committee and hear their opinions thereat whenever necessary.
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4. The Committee may require each Division or subsidiary, etc. to submit
materials or to make any other united efforts whenever necessary.
Article 19. (Submission, Report)
1. The Chairman of the Committee shall from time to time submit or report
on important matters discussed at the Committee to the Executive
Committee.
2. In making the reports set forth in the preceding paragraph the minority
opinions must be also added thereto.
3. In the first paragraph above, if a long time is required to deliberate
such matters, the Chairman of the Committee must make interim reports on
the progress of such deliberation according to the circumstances.
Article 20. (Examination Meeting)
The Committee shall have an examination meeting in order for smooth
deliberation.
IV. Corporate Policy Meeting
Article 21. (Purpose and Matters to be Deliberated)
The purpose of the Corporate Policy Meeting is to exchange views and discuss
on the basic direction of important matters with regard to the management and
administration of the Company and the group on a consolidated basis, for the
contribution to the decision making at the Executive Committee.
Article 22. (Constitution)
The Corporate Policy Meeting shall consist of Committee Members, relevant
Directors, Executive Officers, General Managers, and Directors of the relevant
subsidiaries of the Company
Article 23. (Date of Meetings)
The Corporate Policy Meeting shall be held in case of need from time to time.
Article 24. (Secretariat)
The Corporate Policy Division is responsible for the administrative work
with regard to Corporate Policy Meeting.
Supplemental Provision
These regulations shall become effective as from April 2, 2001.
Amendments
On July 31, 2003 Addition of Supplemental Provisions
On February 26, 2004 Article 1, 3-2, 6-2 and 12
On April 1, 2004 Article 1-2, 21, 22, 23 and 24 (newly established)
Article 3
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