Article 37Each member is entitled to one vote at a general meeting.

Article 37-2The general meeting may resolve only the particulars provided for in this Act and the particulars provided for in the articles of incorporation.

Article 37-3(1)Unless otherwise provided for in this Act or the articles of incorporation, a resolution of the general meeting is adopted by the majority vote of the attending members at a session if at least half of the members are present.

(2)A general meeting may not adopt a resolution on any other particular than particulars listed in Article 298, paragraph (1), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1); provided, however, that this does not apply to a request for the appointment of a person set forth in Article 316, paragraph (1) or (2) of that Act as applied mutatis mutandis pursuant to Article 41, paragraph (1), or for the attendance of the accounting auditors set forth in Article 398, paragraph (2) of that Act as applied mutatis mutandis pursuant to Article 53-23.

Article 38(1)Members who have consecutively been a member for the preceding six months or more (or, if shorter period is prescribed in the articles of incorporation, such period) that account for not less than three thousandths (or if lesser proportion is prescribed in the articles of incorporation, that proportion) of all members, or three thousand (or if smaller number is prescribed in the articles of incorporation) or more members of a mutual company (or, in small amount and short term insurer that is a mutual company specified by Cabinet Order (hereinafter referred to as a "specified mutual company"), members equal to or exceeding the number specified by Cabinet Order), may, by showing matters which are a purpose for a general meeting (limited to matters on which the general meeting may adopt a resolution; hereinafter the same applies in this Division) and the reason for convocation, demand that the directors convene a general meeting.

(2)In the following cases, members who have made a demand pursuant to the provisions of the preceding paragraph may convene a general meeting with the permission of the court:

(3)The provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 871 (Appending of Reasons), Article 874 (limited to the part involving item (iv)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of the Companies Act apply mutatis mutandis to the preceding paragraph.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 39(1)Members who have been a member consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period) that account for no less than one thousandth (or if lesser proportion is prescribed in the articles of incorporation, that proportion) of all members, or one thousand (or in case if a smaller number is prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number prescribed by Cabinet Order), may demand that the directors include certain items (limited to matters on which the general meeting may adopt a resolution) in the agenda for a general meeting.In this case, the demand must be submitted no later than eight weeks (or any shorter period prescribed by the articles of incorporation) prior to the date of the general meeting.

(2)A member may submit a proposal at a general meeting with respect to any agenda item for the meeting; provided, however, that this does not apply to cases in which the proposal is in violation of any laws or regulations, the articles of incorporation, or if three years have not elapsed since the day on which a proposal that is substantially the same has not been approved by at least one tenth of the votes of the members (or any smaller proportion prescribed by the articles of incorporation) of the general meeting.

(3)Members accounting for at least one thousandth (or any smaller proportion prescribed by the articles of incorporation) of all members, or one thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in paragraph (1)), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation), may demand the directors that, no later than eight weeks (or any shorter period prescribed by the articles of incorporation) prior to the date of the general meeting, members be notified of the outline of any proposal to be submitted by the relevant member with respect to an agenda item of the meeting (or, if a notice is to be given under Article 299, paragraph (2) (excluding the items (i) and (ii)) or (3) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1), the outline to be stated in, or recorded on, that notice); provided, however, that this does not apply to the cases where the proposal is in violation of any laws or regulations or the articles of incorporation, or where three years have not elapsed since the day on which a proposal that is substantially the same has not been approved by at least one tenth of the membership (or any smaller proportion prescribed by the articles of incorporation) in the general meeting.

Article 40(1)A mutual company or members that account for at least one thousandth (or any smaller proportion prescribed by the articles of incorporation) of all members, or one thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in paragraph (1) of the preceding Article), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation), may file a petition with the court, prior to a session of the general meeting, for the election of an inspector who is to investigate the convocation procedures and method of resolution of the general meeting.

(2)The provisions of Article 306, paragraphs (3) through (7) (Election of Inspector on Calling Procedures of Shareholders' Meeting) and Article 307 (Determination by The Court of the Calling of Shareholders' Meeting) of the Companies Act apply mutatis mutandis to the preceding paragraph.In this case, the term "preceding two paragraphs" in Article 306, paragraph (3) of that Act is deemed to be replaced with "Article 40, paragraph (1) of the Insurance Business Act"; the term "stock company" in Article 306, paragraphs (4) and (7) is deemed to be replaced with "mutual company"; the term "shareholders' meeting" in Article 307 of that Act is deemed to be replaced with "general meeting"; and the term "shareholders" in Article 307, paragraph (1), item (ii) of that Act is deemed to be replaced with "members"; any other necessary technical replacement of terms is specified by Cabinet Order.

(3)The provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 870, paragraph (1) (limited to the part pertaining to item (i)) (Hearing of Statements), Article 871 (Appending of Reasons), Article 872 (limited to the part involving item (iv)) (Immediate Appeal), Article 874 (limited to the part involving item (i)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of the Companies Act apply mutatis mutandis to the preceding two paragraphs.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 41(1)The provisions of Article 296 (Convocation of Shareholders Meetings), Article 298 (excluding the proviso to paragraphs (2) and (3)) (Determination to Convoke a Shareholders Meeting), Article 299 (excluding the items of paragraph (2)) (Notice of Convocation for a Shareholders Meeting), Articles 300 to 302 (Omission of Convocation Procedures, Delivery of Voting Forms and Reference Documents for a Shareholders Meeting), Articles 310 through 312 (Proxy Voting, Voting in Writing, Voting by Electronic or Magnetic Means), Articles 314 to 317 (Accountability of Directors, etc., Authority of Chairperson, Investigation of Materials Submitted to the Shareholders Meeting, Resolution for Postponement or Adjournment), Article 318 (excluding paragraph (5)) (Minutes), Article 319 (excluding paragraph (4)) (Omission of Resolution of Shareholders' Meetings) and Article 320 (Omission of Reports to Shareholders Meetings) of the Companies Act apply mutatis mutandis to the general meeting of a mutual company.In this case, the terms "stock company" and "company with board of directors" in those provisions are deemed to be replaced with "mutual company"; the term "head office" in those provisions are deemed to be replaced with "principal office"; the term "operating hours" in those provisions is deemed to be replaced with "business hours"; the term "annual shareholders' meeting" in Article 296, paragraph (1) of that Act is deemed to be replaced with "annual general meeting"; the term "paragraph (4) of the following Article" in Article 296, paragraph (3), and the term "paragraph (4) of the preceding Article" in Article 298, paragraphs (1) and (4) of that Act are deemed to be replaced with "Article 38, paragraph (2) and Article 50, paragraph (2) of the Insurance Business Act"; the term "(excluding shareholders who may not exercise their voting rights on all matters which may be resolved at a shareholders' meetings. The same applies in the following Article to Article 302)" in Article 298, paragraph (2) is deemed to be deleted; the term "two weeks (or one week if the stock company is not a public company, except if the particulars listed in paragraph (1), item (iii) or (iv) of the preceding Article are decided, (or if a shorter period of time is provided for in the articles of incorporation if the stock company is a stock company other than the company with board of directors, that shorter period of time))" in Article 299, paragraph (1) of that Act is deemed to be replaced with "two weeks"; the term "in the following cases" in Article 299, paragraph (2) is deemed to be deleted; the term "reference documents for a shareholders meeting" in Articles 301 and 302 of that Act is deemed to be replaced with "reference documents for a general meeting"; the term "shareholders (excluding the shareholders who may not exercise their voting rights on all matters which may be resolved at the shareholders' meeting under the preceding paragraph. The same applies hereinafter in paragraph (4) of the following Article and in Article 312, paragraph (5))" in Article 310, paragraph (7) of that Act is deemed to be replaced with "members"; the term "Article 297" in Article 316, paragraph (2) of that Act is deemed to be replaced with "Article 38 of the Insurance Business Act"; the term "branch offices" in Article 318, paragraph (3) of that Act is deemed to be replaced with "secondary offices"; and the term "all shareholders (limited to those who may exercise their voting rights with respect to the particular)" in Article 319, paragraph (1) of that Act is deemed to be replaced with "all members"; any other necessary technical replacement of terms is specified by Cabinet Order.

(2)The provisions of Article 830 (Action for a Declaratory Judgment as to the Absence or Invalidity of a Resolution of a Shareholders Meeting), Article 831 (Action to Revoke a Resolution of a Shareholders Meeting), Article 834 (limited to the part involving items (xvi) and (xvii)) (Defendant), Article 835, paragraph (1) (Jurisdiction over Actions), Article 836, paragraphs (1) and (3) (Order to Provide Security), Article 837 (Mandatory Consolidation of Oral Arguments), Article 838 (Persons Affected by a Judgment Being Upheld), Article 846 (Liability for Damages If a Judgment Is Entered Against the Plaintiff), and Article 937, paragraph (1) (limited to the part involving item (i), (g)) (Commissioning of Registration by a Judicial Decision) of the Companies Act apply mutatis mutandis to an action for a declaratory judgment as to the absence or invalidity of a resolution of the general meeting of a mutual company and to an action to rescind a resolution of the general meeting of a mutual company.In this case, the term "a shareholder, etc. (or, if the shareholders meeting, etc. set forth in each such item is an organizational meeting or a class organizational meeting, a shareholder, etc., a shareholder at incorporation, a director at incorporation or a company auditor at incorporation)" in Article 831, paragraph (1) of that Act is deemed to be replaced with "members, directors, company auditors or liquidators of a mutual company (members, directors or liquidator, in the case of a company with an audit and supervisory committee, or members, directors, executive officers or liquidators, in the case of a company with a nominating committee, etc.)"; and the term "a shareholder (or, if the relevant resolution is the resolution of an organizational meeting, shareholders at incorporation) or director (or, in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors; the same applies hereinafter in this paragraph), company auditor or liquidator pursuant to the provisions of Article 346 (1) (including cases where it is applied mutatis mutandis pursuant to Article 479 (4)), and if such resolution is the resolution of an organizational meeting or class organizational meeting, it is to include a director at incorporation (if a stock company to be incorporated is a company with an audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation or other directors at incorporation) or a company auditor at incorporation)" in Article 831, paragraph (1) of that Act is deemed to be replaced with "members or directors (or, in the case of a company with an audit and supervisory committee, directors who are audit and supervisory committee members or other directors; hereinafter the same applies in this paragraph), company auditors or liquidators (including a person who assumes the rights and obligations of a director, company auditor or liquidator pursuant to the provisions of Article 53-12, paragraph (1) of the Insurance Business Act (including the cases where it is applied mutatis mutandis pursuant to Article 180-5, paragraph (4) of that Act)"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 42(1)A mutual company may, pursuant to the provisions of its articles of incorporation, establish an administrative organ composed of the representative members elected from among its members (hereinafter referred to as "member representatives meeting"), in lieu of a general meeting.

(2)The articles of incorporation set forth in the preceding paragraph must specify the particulars prescribed by Cabinet Office Order, such as the number, term of office, and method of election of representative members.

(3)The term of office of a representative member must not exceed four years.

Article 43Each representative member is entitled to one vote at member representatives meetings.

Article 43-2(1)The member representatives meeting may resolve only the particulars provided for in this Act and the particulars provided for in the articles of incorporation.

(2)Any provisions in the articles of incorporation to the effect that the directors, executive officers, board of directors or any organ other than the general meeting or member representatives meeting may decide on a particular which requires a resolution of the general meeting (or the member representatives meeting, if the company has such a meeting) pursuant to the provisions of this Act are null and void.

Article 44(1)Unless otherwise provided for in this Act or the articles of incorporation, a resolution at a member representatives meeting is adopted by the majority vote of the attending representative members at a session if at least half of the representative members are present; provided, however, that the number of the representative members required to attend the member representatives meeting is not to be less than one-third of the total number of representative members, notwithstanding the provisions of the articles of incorporation.

(2)The member representatives meeting may not adopt a resolution on any particulars other than particulars listed in Article 298, paragraph (1), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1); provided, however, that this does not apply to the election of the person set forth in Article 316, paragraph (1) or (2) of that Act as applied mutatis mutandis pursuant to Article 49, paragraph (1), or to the request of the attendance of accounting auditors under Article 398, paragraph (2) of that Act as applied mutatis mutandis pursuant to Article 53-23.

Article 44-2(1)A representative member, may exercise their voting right by proxy if the articles of incorporation include any provisions to that effect.In this case, the representative member is to designate only one proxy, and the representative member or proxy must submit a document certifying the authority of proxy to the mutual company.

(2)Only a representative member may become a proxy referred to in the preceding paragraph.

(3)The provisions of Article 310 (excluding paragraphs (1) and (5)) (Exercise of Voting Rights by Proxy) of the Companies Act apply mutatis mutandis to paragraph (1).In this case, the term "preceding paragraph" in paragraph (2) of that Article and the term "paragraph (1)" in paragraph (3) of that Article are deemed to be replaced with "Article 44-2, paragraph (1) of the Insurance Business Act"; the term "stock company" in Article 310, paragraphs (3), (4), (6) and (7) is deemed to be replaced with "mutual company"; the term "Article 299, paragraph (3)" in Article 310, paragraph (4) is deemed to be replaced with "Article 299, paragraph (3) as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Insurance Business Act"; and the phrase "shareholders (excluding the shareholders who may not exercise their voting rights on all matters which may be resolved at the shareholders' meeting under the preceding paragraph. The same applies in paragraph (4) of the following Article and in Article 312, paragraph (5))" in Article 310, paragraph (7) is deemed to be replaced with "members"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 45(1)Members that account for at least three thousandths (or any smaller proportion prescribed by the articles of incorporation) of all members, or three thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in Article 38, paragraph (1)), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation), or nine (or any smaller number prescribed by the articles of incorporation) or more representative members may demand the directors to convene a member representatives meeting by indicating the proposed agenda for the meeting (limited to particulars on which the member representatives meeting may adopt a resolution; hereinafter the same applies in this Division) and the reason for the convocation.

(2)In the following cases, a member or a representative member who made a demand pursuant to the provisions of the preceding paragraph may convene a member representatives meeting with the permission of the court:

(3)The provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 871 (Appending of the Reason), Article 874 (limited to the part involving item (iv)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of the Companies Act apply mutatis mutandis to the preceding paragraph.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 46(1)Members that account for at least one thousandth (or any smaller proportion prescribed by the articles of incorporation) of all members, or one thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in Article 39, paragraph (1)), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation), or three (or any smaller number prescribed by the articles of incorporation) or more representative members may demand the directors to include certain items (limited to matters on which the member representatives meeting may adopt a resolution) in the agenda for the member representatives meeting.In this case, the demand must be submitted no later than eight weeks (or any shorter period prescribed by the articles of incorporation) prior to the date of the member representatives meeting.

(2)Representative members may submit a proposal at a member representatives meeting with respect to any agenda item for the meeting; provided, however, that this does not apply to cases where the proposal is in violation of any laws or regulations or the articles of incorporation, or if three years have not elapsed since the day on which a proposal that is substantially the same has not been approved at a member representatives meeting by at least one tenth of the representative members (or any smaller proportion prescribed by the articles of incorporation).

(3)Members that account for at least one thousandth (or any smaller proportion prescribed by the articles of incorporation) of all members, or one thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in Article 39, paragraph (1)), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation), or three (or any smaller number prescribed by the articles of incorporation) or more representative members may demand the directors that, no later than eight weeks (or any shorter period prescribed by the articles of incorporation) prior to the date of the member representatives meeting, members be notified of the outline of any proposal to be submitted with respect to an agenda item of the meeting (or, if a notice is to be given under Article 299, paragraph (2) (excluding the items) or (3) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1), the outline to be stated in, or recorded on, that notice); provided, however, that this does not apply to the cases in which the proposal is in violation of any laws or regulations or the articles of incorporation, or if three years have not elapsed since the day on which a proposal that is substantially the same has not been approved at a member representatives meeting by at least one tenth of the representative members (or any smaller proportion prescribed by the articles of incorporation).

Article 47(1)A mutual company, members that account for at least one thousandth (or any smaller proportion prescribed by the articles of incorporation) of all members, or one thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in Article 39, paragraph (1)), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation), or three (or any smaller number prescribed by the articles of incorporation) or more representative members may file a petition with the court, prior to the session of the member representatives meeting, for the election of an inspector who is to investigate the convocation procedures and method of resolution related to the meeting.

(2)The provisions of Article 306, paragraphs (3) through (7) (Election of an Inspector for the Convocation Procedures of a Shareholders Meeting) and Article 307 (Determination by the Court of the Calling of Shareholders Meeting) of the Companies Act apply mutatis mutandis to the preceding paragraph.In this case, the term "preceding two paragraphs" in Article 306, paragraph (3) of that Act is deemed to be replaced with "Article 40, paragraph (1) of the Insurance Business Act"; the term "stock company" in Article 306, paragraphs (4) and (7) is deemed to be replaced with "mutual company"; the term "shareholders' meeting" in Article 307 of that Act is deemed to be replaced with "member representatives meeting"; and the term "shareholders" in paragraph (1), item (ii) of that Article is deemed to be replaced with "representative members"; any other necessary technical replacement of terms is specified by Cabinet Order.

(3)The provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 870, paragraph (1) (limited to the part involving item (i)) (Hearing of Statements), Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (iv)) (Immediate Appeal), Article 874 (limited to the part involving item (i)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of the Companies Act apply mutatis mutandis to the preceding two paragraphs.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 48(1)The directors (or, if members or representative members convene the member representatives meeting pursuant to the provisions of Article 45, paragraph (2), the members or representative members; hereinafter the same applies in this Article), when giving a notice under Article 299, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of the following Article following the deemed replacement of terms, must deliver the representative members documents stating the information that should serve as a reference with regard to the exercise of voting rights pursuant to the provisions of Cabinet Office Order.

(2)If the directors give notices by electronic or magnetic means referred to in Article 299, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of the following Article following the deemed replacement of terms to the representative members who have given consent under the same paragraph, the directors may, in lieu of delivering the documents pursuant to the provisions of the preceding paragraph, provide the particulars that are required to be stated in the documents by electronic or magnetic means; provided, however, that if requested by any representative member, they must deliver the documents to the representative member.

(3)If the matters listed in Article 298, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of the following Article following the deemed replacement of terms are decided, the directors, when giving a notice under Article 299, paragraph (1) of that Act as applied mutatis mutandis pursuant to paragraph (1) of the following Article following the deemed replacement of terms, must deliver to the representative members documents to be used by the representative members to exercise their voting rights (hereinafter referred to as "voting forms" in this Article) pursuant to the provisions of Cabinet Office Order.

(4)If the directors give a notice by electronic or magnetic means referred to in Article 299, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of the following Article following the deemed replacement of terms to the representative members who have given consent under the same paragraph, the directors may, in lieu of delivering the voting forms pursuant to the provisions of the preceding paragraph, provide the particulars that are required to be stated in the documents by electronic or magnetic means; provided, however, that if requested by any representative member, the directors must deliver the voting form to the representative member.

(5)If the particulars listed in Article 298, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of the following Article following the deemed replacement of terms are decided, the directors, when giving a notice to the representative members who have given consent under Article 299, paragraph (3) of the Companies Act by electronic or magnetic means referred to in the same paragraph, must provide the representative members with the particulars that are required to be stated in the voting forms by electronic or magnetic means pursuant to the provisions of Cabinet Office Order.

(6)In the cases prescribed in the preceding paragraph, if any representative member who has not given their consent under Article 299, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of the following Article following the deemed replacement of terms requests, no later than one week prior to the date of the member representatives meeting, to be provided the particulars that are required to be stated in the voting forms by electronic or magnetic means, the directors must immediately provide the particulars to the representative member by electronic or magnetic means pursuant to the provisions of Cabinet Office Order.

Article 49(1)The provisions of Article 296 (Convocation of Shareholders' Meetings), Article 298 (excluding paragraphs (2) and (3)) (Determination to Convoke a Shareholders' Meeting), Article 299 (excluding paragraph (2), items (i) and (ii)) (Notice of Calling of Shareholders' Meetings), Article 300 (Omission of Calling Procedures), Article 311 (Voting in Writing), Article 312 (Voting by Electronic or Magnetic Method), Articles 314 through 317 (Accountability of Directors, etc., Authority of Chairperson, Investigation of Materials Submitted to a Shareholders' Meeting, Resolution for Postponement or Adjournment) and Article 318 (excluding paragraph (5)) (Minutes) of the Companies Act apply mutatis mutandis to the member representatives meeting.In this case, the terms "stock company" and "company with board of directors" in those provisions are deemed to be replaced with "mutual company"; the term "head office" in those provisions is deemed to be replaced with "principal office"; the term "operating hours" in those provisions is deemed to be replaced with "business hours"; the term "shareholder" in those provisions (excluding Article 298, paragraph (1) (excluding items), Article 298, paragraph (4), Article 311, paragraph (4), Article 312, paragraph (5), Article 314 and Article 318, paragraph (4)) is deemed to be replaced with "representative member"; the term "annual shareholders' meeting" in Article 296, paragraph (1) of that Act is deemed to be replaced with "annual member representatives meeting"; the term "paragraph (4) of the following Article" in Article 296, paragraph (3) is deemed to be replaced with "Article 45, paragraph (2) of the Insurance Business Act"; the terms "paragraph (4) of the preceding Article" and "shareholder" in Article 298, paragraph (1) (excluding the items) and Article 298, paragraph (4) of that Act are deemed to be replaced with "Article 45, paragraph (2) of the Insurance Business Act" and "member or representative member", respectively; the phrase "two weeks (or one week if the stock company is not a public company, except if the particulars listed in items (iii) and (iv), paragraph (1) of the preceding Article are decided, (or if a shorter period of time is provided for in the articles of incorporation if the stock company is a stock company other than the company with board of directors, that shorter period of time))" in Article 299, paragraph (1) of that Act is deemed to be replaced with "two weeks"; the term "in the following cases" in Article 299, paragraph (2) is deemed to be deleted; the term "shareholders" in Article 311, paragraph (4) and Article 312, paragraph (5) of that Act is deemed to be replaced with "members"; the terms "by the shareholders" and "common interest of the shareholders" in Article 314 of that Act are deemed to be replaced with "by the representative members" and "common interest of the representative members", respectively; the term "Article 297" in Article 316, paragraph (2) of that Act is deemed to be replaced with "Article 45 of the Insurance Business Act"; the term "branch offices" in Article 318, paragraph (3) of that Act is deemed to be replaced with "secondary offices"; and the term "shareholders" in Article 318, paragraph (4) of that Act is deemed to be replaced with "members"; any other necessary technical replacement of terms is specified by Cabinet Order.

(2)The provisions of Article 830 (Action for a Declaratory Judgment as to the Absence or Invalidity of a Resolution of a Shareholders Meeting), Article 831 (Action to Revoke a Resolution of a Shareholders Meeting), Article 834 (limited to the part involving items (xvi) and (xvii)) (Defendant), Article 835, paragraph (1) (Jurisdiction over Actions), Article 836, paragraphs (1) and (3) (Order to Provide Security), Article 837 (Mandatory Consolidation of Oral Arguments, etc.), Article 838 (Persons Affected by a Judgment Being Upheld), Article 846 (Liability for Damages If a Judgment Is Entered Against the Plaintiff), and Article 937, paragraph (1) (limited to the part involving item (i), (g)) (Commissioning of Registration by Judicial Decision) of the Companies Act apply mutatis mutandis to an action for a declaratory judgment as to the absence or invalidity of a resolution of the member representatives meeting of a mutual company and to an action to revoke a resolution of the member representatives meeting of a mutual company.In this case, the term "a shareholder, etc. (or, if the shareholders meeting, etc. set forth respectively in each such item is an organizational meeting or a class organizational meetings, a shareholder, etc., a shareholder at incorporation, a director at incorporation or a company auditor at incorporation)" in Article 831, paragraph (1) of that Act is deemed to be replaced with "members, directors, company auditors or liquidators of a mutual company (members, directors or liquidators, in the case of a company with an audit and supervisory committee, or members, directors, executive officers or liquidators, in the case of a company with a nominating committee, etc.)"; and the term "a shareholder (or, if the relevant resolution is the resolution of an organizational meeting, shareholders at incorporation) or director (or, in cases of a company with an audit and supervisory committee, directors who are audit and supervisory committee members or other directors; the same applies hereinafter in this paragraph), company auditor or liquidator pursuant to the provisions of Article 346 (1) (including as applied mutatis mutandis pursuant to Article 479 (4)), and if such resolution is a resolution of an organizational meeting or class organizational meeting, it is to include a director at incorporation (if a stock company to be incorporated is a company with audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation or other directors at incorporation) or a company auditor at incorporation)" in Article 831, paragraph (1) of that Act is deemed to be replaced with "members, or directors (in the case of a company with an audit and supervisory committee, directors who are audit and supervisory committee members or other directors; the same applies in this paragraph), company auditors or liquidators (including a person who assumes the rights and obligations of a director, executive officer or liquidator pursuant to the provisions of Article 53-12, paragraph (1) of the Insurance Business Act (including as applied mutatis mutandis pursuant to Article 180-5, paragraph (4) of that Act)"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 50(1)Even if a mutual mompany has established a member representatives meeting pursuant to the provisions of Article 42, paragraph (1), members that account for at least five thousandths (or any smaller proportion prescribed by the articles of incorporation) of all members (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation), may demand the directors to convene the general meeting with the purpose of abolishing the member representatives meeting or changing any particular prescribed by the articles of incorporation pursuant to the provisions of paragraph (2) in that Article, by indicating the proposed agenda for the meeting and the reason for the convocation.

(2)In the following cases, the members who made a demand pursuant to the provisions of the preceding paragraph may convene a general meeting with the permission of the court:

(3)The provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 871 (Appending of the Reason), Article 874 (limited to the part invovling item (iv)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of the Companies Act apply mutatis mutandis to the preceding paragraph.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

(4)If a resolution changing any particular prescribed by the articles of incorporation pursuant to the provisions of Article 42, paragraph (2) is adopted by the general meeting convened pursuant to the provisions of the preceding three paragraphs, the member representatives meeting may not adopt a resolution amending the articles of incorporation regarding the particular thus changed, unless three years have elapsed since the day on which the amendment of the articles of incorporation came into effect regarding the particular.

Article 51(1)A mutual company must have in place the following administrative organs:

(2)A mutual company may have accounting advisors, a board of company auditors or accounting auditors pursuant to the provisions of the articles of incorporation.

(3)A mutual company that is an insurance company and a mutual company listed in Article 272-4, paragraph (1), item (i), (b) (other than a company with an audit and supervisory committee and company with a nominating committee, etc.) must have in place a board of company auditors and a accounting auditors.

(4)A company with an audit and supervisory committee and a company with a nominating committee, etc. must not have any company auditors.

(5)A company with an audit and supervisory committee and a company with a nominating committee, etc. must have a accounting auditors.

(6)A company with a nominating committee, etc. must not have an audit and supervisory committee.

Article 52(1)Officers (meaning directors, accounting advisors and company auditors; hereinafter the same applies in this Division) and accounting auditors is elected by a resolution of the general meeting (or the member representatives meeting, if the company has such a meeting; hereinafter the same applies in this Subsection).

(2)In case of a company with an audit and supervisory committee, the election of directors under the preceding paragraph must be made separately for directors who are advisory committee members and other directors.

(3)In adopting a resolution under paragraph (1), substitute officers may be elected as prescribed by Cabinet Office Order as a precaution against cases in which there are no officers (in case of a company with an audit and supervisory committee, a director who is an audit and supervisory committee member or other director, or an accounting advisor; hereinafter the same applies in this paragraph) in office or if there is a vacancy which results in a shortfall in the number of officers prescribed by this Act or the articles of incorporation.

Article 53The relationship held by a mutual company with its officers and accounting auditors are governed by the provisions on mandate.

Article 53-2(1)The provisions of Article 331, paragraph (1) of the Companies Act as applied following the deemed replacement of terms pursuant to the provisions of Article 12, paragraph (1) apply mutatis mutandis to directors of a mutual company.In this case, in item (iii) of that paragraph, the term "of the Financial Instruments and Exchange Act;" is deemed to be replaced with "of the Financial Instruments and Exchange Act; a crime under Article 549, Article 550, Articles 552 through 555, or Article 557 of the Act on Special Measures for the Reorganization Proceedings of Financial Institutions (Act No. 95 of 1996)", and the phrase "a crime under Article 266, Article 267, Articles 269 through 271, or Article 273 of the Corporate Reorganization Act (Act No. 154 of 2002);" is deemed to be deleted.

(2)A director who is an audit and supervisory committee member may not concurrently serve as an executive director (in the case of a mutual company, meaning a director listed in the items of Article 53-13, paragraph (1) and other director who executed the business of the mutual company, and in case of a stock company, meaning a director listed in the items of Article 363, paragraph (1) of the Companies Act and other director who executed the business of the stock company; the same applies hereinafter), manager or any other employee of a company with an audit and supervisory committee or its substantive subsidiary companies, or as an accounting advisor (or, where the accounting advisor is a corporation, any member of that corporation who is to carry out the relevant duties) or executive officer of the relevant substantive subsidiary companies.

(3)A director of a company with a nominating committee, etc. may not concurrently serve as a manager or any other employee of the company with a nominating committee, etc.

(4)A mutual company must have three or more directors.

(5)A company with an audit and supervisory committee is to have at least three directors who are advisory committee members, and the majority of those directors must be outside directors (meaning a director of a mutual company who satisfies all of the following requirements; the same applies hereinafter):

Article 53-3(1)A director's term of office is to continue until the conclusion of the annual general meeting (or the annual member representatives meeting, if the company has a member representatives meeting; hereinafter the same applies in this Subsection) for the last business year which ends within two years from the time of their election; provided, however, that this does not preclude the shortening of the their term of office by the articles of incorporation or by a resolution of the general meeting.

(2)For the purpose of applying the provisions of the preceding paragraph to a director (excluding a director who is an audit and supervisory committee member) of a company with an audit and supervisory committee, the term "two years" in that paragraph is deemed to be replaced with "one year".

(3)The proviso to paragraph (1) does not apply to the term of office of a director who is an audit and supervisory committee member.

(4)The provisions of the main clause of paragraph (1) do not exclude a company from providing that the term of office of a director who is an audit and supervisory committee member elected as a substitute for a director who is an audit and supervisory committee member that resigned before the expiry of their term of office is to be until the time of expiry of the term of office of the resigned director who is an audit and supervisory committee member.

(5)For the purpose of applying the provisions of paragraph (1) to the directors of a company with a nominating committee, etc., the term "two years" in that paragraph is deemed to be replaced with "one year".

(6)The provisions of Article 332, paragraph (7) (excluding item (iii)) (Directors' terms of office) of the Companies Act apply mutatis mutandis to the terms of office of the directors of a mutual company.In this case, the term "preceding paragraphs" in that paragraph is deemed to be replaced with "Article 53-3, paragraphs (1) to (5) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-4The provisions of Article 333 (Qualifications of Accounting Advisors) and Article 334 (excluding Article 332, paragraph (2) and Article 332, paragraph (7), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 334, paragraph (1)) (Accounting Advisors' Terms of Office) of the Companies Act apply mutatis mutandis to the accounting advisors of a mutual company.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 53-5(1)The provisions of Article 53-2, paragraph (1) apply mutatis mutandis to the company auditors of a mutual company.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

(2)A company auditor of a mutual company may neither concurrently serve as a director, or manager or any other employee of that mutual company or its substantive subsidiary companies, nor concurrently serve as an executive officer or accounting advisor (or, if the accounting advisor is a corporation, any member of that corporation who is to carry out relevant duties) of the substantive subsidiary companies.

(3)A company with a board of company auditors must have three or more company auditors, of whom half or more of them are outside company auditors (meaning those company auditors of a mutual company who falls under all of the following requirements; the same applies hereinafter):

Article 53-6(1)Company auditors' terms of office continues until the conclusion of the annual general meeting for the last business year which ends within four years from the time of their election.

(2)The provisions of Article 336, paragraphs (3) and (4) (limited to the part pertaining to item (ii)) (Company Auditors' Terms of Office) of the Companies Act apply mutatis mutandis to the company auditors of a mutual company.In this case, the term "paragraph (1)" in paragraph (3) of that Article is deemed to be replaced with "Article 53-6, paragraph (1) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-7The provisions of Article 337 (Qualifications of Financial Auditor) and Article 338, paragraphs (1) and (2) (Financial Auditor's Terms of Office) of the Companies Act apply mutatis mutandis to the accounting auditors of a mutual company; and the provisions of Article 338, paragraph (3) of that Act apply mutatis mutandis to the accounting auditors of a mutual company other than that set forth in Article 53-14, paragraph (5), respectively.In this case, the term "Article 435, paragraph (2)" in Article 337, paragraph (3), item (i) of that Act is deemed to be replaced with "Article 54-3, paragraph (2) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-8(1)Officers and accounting auditors of a mutual company may be dismissed at any time by a resolution of the general meeting.

(2)A person dismissed pursuant to the provisions of the preceding paragraph is entitled to demand from the mutual company compensation for damage arising from the dismissal, except if there are legitimate grounds for the dismissal.

Article 53-9(1)The company auditor may dismiss a accounting auditor if that accounting auditor falls under any of the following items:

(2)Any dismissal pursuant to the provisions of the preceding paragraph must be made by the unanimous consent of all company auditors, if the company has two or more company auditors.

(3)If an accounting auditor is dismissed pursuant to the provisions of paragraph (1), the company auditor (or, if the company has two or more company auditors, a company auditor appointed from among themselves) must report the fact and the reason for dismissal to the first general meeting convened after the dismissal.

(4)For the purpose of applying the provisions of the preceding three paragraphs to a company with a board of company auditors, the term "company auditor" in paragraph (1) is deemed to be replaced with "board of company auditors"; the phrase "company auditors, if the company has two or more company auditors" in paragraph (2) is deemed to be replaced with "company auditors"; and the term "company auditor (or, if the company has two or more company auditors, a company auditor appointed from among themselves)" in the preceding paragraph is deemed to be replaced with "company auditor appointed by the board of company auditors".

(5)For the purpose of applying the provisions of paragraphs (1) through (3) to a company with an audit and supervisory committee, the term "company auditor" in paragraph (1) is deemed to be replaced with "audit and supervisory committee", the phrase "company auditors, if the company has two or more company auditors" in paragraph (2) is deemed to be replaced with "advisory committee members", the phase "the company auditor (or, where the company has two or more company auditors, a company auditor appointed from among themselves)" in paragraph (3) is deemed to be replaced with "the audit and supervisory committee member".

(6)For the purpose of applying the provisions of paragraphs (1) through (3) to a company with a nominating committee, etc., the term "company auditor" in paragraph (1) is deemed to be replaced with "audit committee"; the term "company auditors, where the company has two or more company auditors" in paragraph (2) is deemed to be replaced with "audit committee members"; and the term "company auditor (or, if the company has two or more company auditors, a company auditor appointed from among themselves)" in paragraph (3) is deemed to be replaced with "audit committee member appointed by the committee".

Article 53-10(1)Notwithstanding the provisions of Article 37, paragraph (1) and Article 44, paragraph (1), resolutions of the general meeting for the election or dismissal of officers are adopted by a majority vote (or any larger proportion prescribed by the articles of incorporation) of the attending members (or, if the company has a member representatives meeting, the representative members) at a session if at least half (or any other proportion larger than one third prescribed by the articles of incorporation) of the members (or the representative members) are present.

(2)Notwithstanding the provisions of the preceding paragraph, in a case where the dismissal of a director who is an audit and supervisory committee member or a company auditor is to be resolved, it must be adopted by a resolution set forth in Article 62, paragraph (2).

Article 53-11The provisions of Article 342-2, paragraphs (1) through (3) (Statement of Opinions on the Election of a Director, etc. who is an Audit and Supervisory Committee Member) of the Companies Act apply mutatis mutandis to statement of opinions on election, dismissal or resignation of a director who is an audit and supervisory committee member of a mutual company; the provisions of paragraph (4) of that Article apply mutatis mutandis to statement of opinions on election, dismissal or resignation of a director who is not an audit and supervisory committee member of a mutual company; the provisions of Article 343 (Consent of Company Auditors to Election of Company Auditors) (excluding paragraph (4)) of that Act apply mutatis mutandis to the election of the company auditors of a mutual company; the provisions of Article 344 (Determination of Content of Proposal on the Election of Financial Auditor) of that Act apply mutatis mutandis to the election of the accounting auditors of a mutual company; the provisions of Article 344-2 (Consent of the Audit and Supervisory Committee to the Election of Directors who are Audit and Supervisory Committee Members) (excluding paragraph (3)) of that Act apply mutatis mutandis to election of a director who is an audit and supervisory committee member of a mutual company; and the provisions of Article 345 (Statement of Opinions on Election of Accounting Advisors) of that Act apply mutatis mutandis to the statement of opinions regarding the election or dismissal, or resignation of the accounting advisors, company auditors or accounting auditors of a mutual company.In this case, the term "Article 298, paragraph (1), item (i)" in paragraph (3) of that Article is deemed to be replaced with "Article 298, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 41, paragraph (1) or Article 49, paragraph (1) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-12(1)If a mutual company has no officers (in the case of a company with an audit and supervisory committee, a director who is an audit and supervisory committee member or other director, or accounting auditors; hereinafter the same applies in this Article) or if there any vacancies among the officers which results in a shortfall in the number of officers prescribed by this Act or the articles of incorporation, an officer who retired from office due to the expiration of their term of office or resignation is to retain the rights and obligations of an officer until a newly elected officer (including a person who is to temporarily carry out the duties of an officer referred to in the following paragraph) assumes their office.

(2)In the case prescribed in the preceding paragraph, the court may, if it finds it necessary, appoint a person to temporarily carry out the duties of an officer, in response to a petition filed by an interested party.

(3)The court may, if it has appointed a person to temporarily carry out the duties of an officer referred to in the preceding paragraph, specify the amount of the remuneration to be paid to the person by the mutual company.

(4)If a mutual company has no accounting auditors or if any vacancy occurs resulting in a shortfall in the number of accounting auditorss prescribed by the articles of incorporation, and an accounting auditors is not elected without delay, the company auditor must appoint a person to temporarily carry out the duties of accounting auditors.

(5)The provisions of Article 337 of the Companies Act as applied mutatis mutandis pursuant to Article 53-7 and the provisions of Article 53-9 apply mutatis mutandis to the person who is to temporarily carry out the duties of accounting auditors referred to in the preceding paragraph.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

(6)For the purpose of applying the provisions of paragraph (4) to a company with a board of company auditors, the term "company auditor" in that paragraph is deemed to be replaced with "board of company auditors".

(7)For the purpose of applying the provisions of paragraph (4) to a company with an audit and supervisory committee, the term "company auditor" in that paragraph is deemed to be replaced with "audit and supervisory committee".

(8)For the purpose of applying the provisions of paragraph (4) to a company with a nominating committee, etc., the term "company auditor" in that paragraph is deemed to be replaced with "audit committee".

(9)The provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 870, paragraph (1) (limited to the part involving item (i)) (Hearing of Statements), Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (iv)) (Immediate Appeal), Article 874 (limited to the part involving item (i)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act), Article 876 (Supreme Court Rules) and Article 937, paragraph (1) (limited to the part involving item (ii), (a) and (c)) (Commissioning of Registration by a Judicial Decision) of the Companies Act apply mutatis mutandis to paragraphs (2) and (3).In this case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 53-13(1)The following directors execute the business of a mutual company:

(2)The directors listed in the items of the preceding paragraph must report the status of the execution of their duties to the board of directors at least once every three months.

Article 53-14(1)A board of directors is composed of all of the directors.

(2)The board of directors is to carry out the following duties:

(3)The board of directors must appoint the representative director from among the directors.

(4)The board of directors may not delegate decisions on the execution of important business, such as the following particulars, to directors:

(5)In a mutual company that is an insurance company and a mutual company listed in Article 272-4, paragraph (1), item (i), (b), the board of directors must decide on the particulars listed in item (vi) of the preceding paragraph.

Article 53-15The provisions of Article 350 (Liability for Damages Caused by Directors' Actions), Article 352 (Authority of Persons Who Perform Duties on Behalf of Directors), Articles 354 to 357 (Apparent Representative Directors, Duty of Loyalty, Restrictions on Competition and Conflict of Interest Transactions, Director's Duty to Report), Article 358 (excluding paragraph (1), item (ii)) (Election of Inspector of Execution of Operation), Article 359 (Decision by the Court to Call a Shareholders Meeting), Article 360, paragraph (1) (Prohibition of Directors' Actions by the Shareholders), Article 361 (Remuneration for Directors) and Article 365, paragraph (2) (Restrictions on Competition and Transactions with Companies with a Board of Directors) of the Companies Act apply mutatis mutandis to the directors of a mutual company; the provisions of Article 349, paragraphs (4) and (5) (Representatives of Companies), and Article 351 (Measures When Vacancy Arises in the Office of a Representative Director) of that Act apply mutatis mutandis to the representative director of a mutual company; the provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 870, paragraph (1) (limited to the part involving item (i)) (Hearing of Statements), Article 871 (Appending of Reasons), Article 872 (limited to the part involving item (iv)) (Immediate Appeal), Article 874 (limited to the part involving items (i) and (iv)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to the directors or representative director of a mutual company; and the provisions of Article 937, paragraph (1) (limited to the part involving item (ii), (a) and (c)) (Commissioning of Registration by Judicial Decision) of that Act apply mutatis mutandis to the representative director of a mutual company.In this case, the term "shareholders meeting" in Article 356, paragraph (1) of that Act is deemed to be replaced with "board of directors"; the term "shareholders" in Article 358, paragraph (1) of that Act is deemed to be replaced with "members or representative members"; the phrase "shareholders who hold not less than 3 percent of the voting rights (or, if a lesser proportion is prescribed in the articles of incorporation, such proportion) of all shareholders (excluding shareholders who may not exercise their voting rights on all matters which may be resolved at shareholders meetings)" in Article 358, paragraph (1), item (i) of that Act is deemed to be replaced with "members that account for at least three thousandths (or any smaller proportion prescribed by the articles of incorporation) of all members, or three thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in Article 38, paragraph (1) of the Insurance Business Act), who have been members of the mutual company consecutively for the preceding six months (or any shorter period prescribed by the articles of incorporation) (or, where the company has a member representatives meeting, those persons, or nine (or any other smaller number prescribed by the articles of incorporation) or more representative members)"; the term "shareholders" in Article 358, paragraph (7) is deemed to be replaced with "members or representative members"; the term "shareholders" in Article 359, paragraph (1), item (ii) of that Act is deemed to be replaced with "members (or, where the company has a member representatives meeting, representative members)"; and the terms "shareholders having the shares" and "substantial detriment" in Article 360, paragraph (1) of that Act is deemed to be replaced with "persons who have been members" and "irreparable damage", respectively; any other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 53-16The provisions of Part II, Chapter IV, Section 5, Subsection 2 (excluding Article 367, and Article 371, paragraphs (3) and (5)) (Operations) of the Companies Act apply mutatis mutandis to the management of the board of directors of a mutual company; and the provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 870, paragraph (2) (limited to the part involving item (i)) (Hearing of Statements), Article 870-2 (Forwarding Copy of Petition and Other Procedures), the main clause of Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (v)) (Immediate Appeal), Article 872-2 (Forwarding Copy of Petition for Immediate Appeal and Other Procedures), the main text of Article 873 (Stay of Execution of the Judicial Decision of the Prior Instance), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to an application for permission under Article 371, paragraph (2) or (4) of that Act as applied mutatis mutandis pursuant to this Article following the deemed replacement of terms. In this case, the terms "shareholder" and "at any time during the business hours of a stock company" in Article 371, paragraph (2) (Minutes) of that Act is deemed to be replaced with "member (or, if the company has a member representatives meeting, the representative members)" and "with the permission of the court", respectively; the term "parent company or subsidiary company" in Article 371, paragraph (6) is deemed to be replaced with "substantive subsidiary companies prescribed in Article 33-2, paragraph (1) of the Insurance Business Act"; the term "Article 363, paragraph (2)" in Article 372, paragraphs (2) and (3) (Omission of Report to Board of Directors) of that Act is deemed to be replaced with "Article 53-13, paragraph (2) of the Insurance Business Act"; the term "Article 417, paragraph (4)" in Article 372, paragraph (3) is deemed to be replaced with "Article 417, paragraph (4) as applied mutatis mutandis pursuant to Article 53-30, paragraph (5) of the Insurance Business Act"; the term "Article 399-13, paragraph (5)" in Article 373, paragraph (1) (Resolution of Board of Directors by Special Directors) of that Act is deemed to be replaced with "Article 53-23-3, paragraph (5) of the Insurance Business Act"; the term Article 362, paragraph (4), items (i) and (ii) or Article 399-13, paragraph (4), items (i) and (ii) " is deemed to be replaced with "Article 53-14, paragraph (4), items (i) and (ii) or Article 53-23-3, paragraph (4), items (i) and (ii) of that Act"; the term "Article 362, paragraph (4), items (i) and (ii) or Article 399-13, paragraph (4), items (i) and (ii)" in paragraph (2) of that Article is deemed to be replaced with "Article 53-14, paragraph (4), items (i) and (ii) or Article 53-23-3, paragraph (4), items (i) and (ii) of the Insurance Business Act"; and the term "Article 399-14" in paragraph (4) of that Article is deemed to be replaced with "Article 399-14 as applied mutatis mutandis pursuant to Article 53-23-3, paragraph (7) of the Insurance Business Act", and any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-17The provisions of Part II, Chapter IV, Section 6 (excluding Article 378, paragraph (1), item (ii) and Article 378, paragraph (3)) (Accounting Advisors) of the Companies Act apply mutatis mutandis to the accounting advisors of a mutual company.In this case, the terms "Article 435, paragraph (2)", "supplementary schedules thereof, the temporary financial statements (meaning the temporary financial statements provided for in Article 441, paragraph (1), hereinafter the same applies in this Chapter)" and "Article 444, paragraph (1)" in Article 374, paragraph (1) (Authority of Accounting Advisors) of that Act is deemed to be replaced with "Article 54-3, paragraph (2) of the Insurance Business Act", "annexed detailed statement" and "Article 54-10, paragraph (1) of the Insurance Business Act", respectively; the term "Article 333, paragraph (3), item (ii) or (iii)" in Article 374, paragraph (5) is deemed to be replaced with "Article 333, paragraph (3), item (ii) or (iii) as applied mutatis mutandis pursuant to Article 53-4 of the Insurance Business Act"; the term "Article 436, paragraph (3), Article 441, paragraph (3) or Article 444, paragraph (5)" in Article 376, paragraph (1) (Attendance at Board of Directors Meetings) of that Act is deemed to be replaced with "Article 54-4, paragraph (3) or Article 54-10, paragraph (5) of the Insurance Business Act"; the term "Article 368, paragraph (2)" in Article 376, paragraph (3) of that Act is deemed to be replaced with "Article 368, paragraph (2) as applied mutatis mutandis pursuant to Article 53-16 of the Insurance Business Act"; and the term "Article 319, paragraph (1)" in Article 378, paragraph (1), item (i) (Keeping and Inspection of Financial Statements by Accounting Advisors) of that Act is deemed to be replaced with "Article 319, paragraph (1) as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-18(1)The company auditors are to audit the execution of duties by directors (or, in a company with an accounting advisor, directors and accounting advisors).In this case, the company auditors must prepare audit reports pursuant to the provisions of Cabinet Office Order.

(2)The company auditors may at any time request a business report from the directors and accounting advisors, managers and other employees, or investigate the status of the business and property of the mutual company.

(3)If it is necessary for the purpose of carrying out their duties, the company auditors may request a business report from substantive subsidiary companies of the mutual company, or investigate the status of the business and property of such substantive subsidiary companies.

(4)The substantive subsidiary companies set forth in the preceding paragraph may refuse to submit reports or undergo investigation as set forth in that paragraph if there are legitimate grounds for doing so.

Article 53-19(1)The board of company auditors is to be composed of all company auditors.

(2)The board of company auditors is to carry out the following duties; provided, however, that a decision under item (iii) may not preclude company auditors from exercising their authority:

(3)The board of company auditors must appoint full-time company auditors from among the company auditors.

(4)The company auditors must report the status of the execution of their duties to the board of company auditors whenever the latter so requests.

Article 53-20The provisions of Articles 382 to 385 (Duty to Report to Directors, Duty to Attend Board of Directors Meetings, Duty to Report to Shareholders' Meetings, Prohibition of Directors' Actions by the Company Auditors), Article 386 (excluding paragraph (1), items (ii) and (iii), and paragraph (2), items (iii) and (iv)) (Representation of Company in Actions between Company with Auditors and Directors), Article 387 (Remunerations for Company Auditors) and Article 388 (Requests for Indemnification of Expenses) of the Companies Act apply mutatis mutandis to the company auditors of a mutual company.In this case, the term "Article 373, paragraph (1)" in Article 383, paragraph (1) of that Act is deemed to be replaced with "Article 373, paragraph (1) as applied mutatis mutandis pursuant to Article 53-16 of the Insurance Business Act"; the term "proviso to Article 366, paragraph (1)" in Article 383, paragraph (2) is deemed to be replaced with "proviso to Article 366, paragraph (1) as applied mutatis mutandis pursuant to Article 53-16 of the Insurance Business Act"; the term "Article 373, paragraph (2)" in Article 383, paragraph (4) is deemed to be replaced with "Article 373, paragraph (2) as applied mutatis mutandis pursuant to Article 53-16 of the Insurance Business Act"; the term "Article 349, paragraph (4), Article 353 and Article 364" in Article 386, paragraph (1) of that Act and the term "Article 349, paragraph (4)" in Article 386, paragraph (2) is deemed to be replaced with "Article 349, paragraph (4) as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act"; the phrase "a request (limited to a request to file an action to pursue the liabilities of directors) pursuant to the provisions of Article 847, paragraph (1), Article 847-2, paragraph (1) or (3) (including cases where it is applied mutatis mutandis pursuant to paragraph (4) and (5) of the relevant Article), or Article 847-3, paragraph (1)" in Article 386, paragraph (2), item (i) of that Act is deemed to be replaced with "a request for institution of action under Article 847, paragraph (1) as applied mutatis mutandis pursuant to Article 53-37 of the Insurance Business Act"; and the terms "Article 849, paragraph (4)" and "Article 850, paragraph (2)" in Article 386, paragraph (2), item (ii) of that Act is deemed to be replaced with "Article 849, paragraph (4) as applied mutatis mutandis pursuant to Article 53-37 of the Insurance Business Act" and "Article 850, paragraph (2) as applied mutatis mutandis pursuant to Article 53-37 of the Insurance Business Act", respectively; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-21The provisions of Part II, Chapter IV, Section 8, Subsection 2 (Operations) of the Companies Act apply mutatis mutandis to the management of the board of company auditors of a mutual company; and the provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 870, paragraph (2) (limited to the part involving item (i)) (Hearing of Statements), Article 870-2 (Forwarding Copy of Petition and other procedures), the main clause of Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (v)) (Immediate Appeal), Article 872-2 (Forwarding Copy of Petition for Immediate Appeal and other procedures), the main clause of Article 873 (Stay of Execution of the Judicial Decision of the Prior Instance), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to the application for permission under Article 394, paragraph (2) of that Act (including as applied mutatis mutandis pursuant to Article 394, paragraph (3); hereinafter the same applies in this Article) as applied mutatis mutandis pursuant to this Article. In this case, the term "shareholder" in Article 394, paragraph (2) (Minutes) of that Act is deemed to be replaced with "member (or, if the company has a member representatives meeting, representative member)"; the term "and to the cases in which it is necessary for the purpose of exercising the rights of a member of the parent company" in Article 394, paragraph (3) is deemed to be deleted; and the term "parent company or subsidiary company" in Article 394, paragraph (4) is deemed to be replaced with "substantive subsidiary companies as defined in Article 33-2, paragraph (1) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-22(1)The accounting auditor audits the financial statements (meaning the financial statements as defined in Article 54-3, paragraph (2); hereinafter the same applies in this Subsection), annexed detailed statements thereto and consolidated financial statements (meaning the consolidated financial statements as defined in Article 54-10, paragraph (1)) of the mutual company pursuant to the provisions of the following Subsection.In this case, the accounting auditors must prepare financial audit reports pursuant to the provisions of Cabinet Office Order.

(2)The accounting auditors may at any time inspect and copy the following materials or request reports on accounting from the directors and accounting advisors and managers or other employees:

(3)If it is necessary for the purpose of carrying out their duties, the accounting auditors may request a report on accounting from a substantive subsidiary company of the company with accounting auditors, or investigate the status of the business and property of the company with accounting auditors or such substantive subsidiary company.

(4)The substantive subsidiary companies set forth in the preceding paragraph may refuse to submit a report or undergo investigation as set forth in that paragraph if there are legitimate grounds for doing so.

(5)The accounting auditors must not employ a person falling under any of the following items in carrying out their duties:

(6)For the purpose of applying the provisions of paragraph (2) to a mutual company that is a company with a nominating committee, etc., the term "directors" in that paragraph is deemed to be replaced with "directors, executive officers".

Article 53-23The provisions of Articles 397 through 399 (Report to Company Auditors, Statement of Opinions at the Annual Shareholders' Meeting, Involvement of Company Auditors in Decision on Remunerations for Accounting Auditors) of the Companies Act apply mutatis mutandis to the accounting auditors of a mutual company.In this case, the term "Article 396, paragraph (1)" in Article 398, paragraph (1) of that Act is deemed to be replaced with "Article 53-22, paragraph (1) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-23-2(1)An audit and supervisory committee is organized by all audit and supervisory committee members.

(2)Audit and supervisory committee members must be directors.

(3)An audit and supervisory committee performs the following duties:

(4)If audit and supervisory committee members make the following requests to a company with an audit and supervisory committee with respect to the execution of their duties (limited to those related to the execution of duties of the audit and supervisory committee; hereinafter the same applies in this paragraph), the relevant company with an audit and supervisory committee may not refuse the request except if it proves that the expense or debt relating to the request is not necessary for the execution of the duties of the relevant audit and supervisory committee members:

(5)The provisions of Articles 399-3 to 399-6 of the Companies Act (Investigations by the Audit and Supervisory Committee, Duty to Report to Board of Directors, Duty to Report to Shareholders Meeting, and Enjoinment of Acts of Directors by Audit and Supervisory Committee Members) and Article 399-7 (excluding paragraphs (3), (4) and paragraph (5), items (iii) and (iv)) (Representative of a Company in Actions between a Company with an Audit and Supervisory Committee and Directors) apply mutatis mutandis to an audit and supervisory committee or audit and supervisory committee member of a company with audit and supervisory committee.In this case, the term "Article 349, paragraph (4), Article 353, and Article 364" in paragraph (1) of that Article and the term "Article 349, paragraph (4)" in paragraph (5) of that Article is deemed to be replaced with "Article 349, paragraph (4) as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act"; the term "a request (limited to a request to file an action to pursue the liabilities of directors) pursuant to the provisions of Article 847, paragraph (1), Article 847-2, paragraph (1) or (3) (including as applied mutatis mutandis pursuant to paragraph (4) and (5) of the relevant Article), or Article 847-3, paragraph (1)" of item (i) of that paragraph is deemed to be replaced with "a request under Article 847, paragraph (1) as applied mutatis mutandis pursuant to Article 53-37 of the Insurance Business Act"; the terms "Article 849, paragraph (4)" and "Article 850, paragraph (2)" in item (ii) of that paragraph are deemed to be replaced with "Article 849, paragraph (4) of that Article as applied mutatis mutandis to Article 53-37 of the Insurance Business Act" and "Article 850, paragraph (2) as applied mutatis mutandis pursuant to Article 53-37 of that Act", respectively; and any other necessary technical replacement of terms is specified by Cabinet Order.

(6)The provisions of Part II, Chapter IV, Section 9-2, Subsection 2 (Operations) of the Companies Act apply mutatis mutandis to operation of an audit and supervisory committee of a company with an audit and supervisory committee, and the provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 870, paragraph (2) (limited to the part pertaining to item (i)) (Hearing of Statements), the main text of Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (iv)) (Immediate Appeal), the main clause of Article 873 (Stay of Execution of the Judicial Decision of the Prior Instance), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to a petition for a permission under Article 399-11, paragraph (2) of that Act as applied mutatis mutandis pursuant to this paragraph (including as applied mutatis mutandis pursuant to paragraph (3) of that Article; hereinafter the same applies in this paragraph).In this case, the term "a shareholder" in paragraph (2) of that Article (Minutes) is deemed to be replaced with "a member (or, where the company has a member representatives meeting, such representative members)"; the term "cases where it is necessary for the purpose of pursuing the liability of directors or accounting advisors by a creditor of a company with an audit and supervisory committee and to the cases where it is necessary for the purpose of exercising the rights of a member of the parent company" in paragraph (3) of that Article is deemed to be replaced with "cases where it is necessary for the purpose of pursuing the liability of directors or accounting advisors by a creditor of a company with an audit and supervisory committee"; the term "or its parent company or subsidiary company" in paragraph (4) of that Article is deemed to be replaced with "or its substantive subsidiary companies prescribed in Article 33-2, paragraph (1) of the Insurance Business Act"; and any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-23-3(1)Board of directors of a company with an audit and supervisory committee perform the following duties notwithstanding of provisions of Article 53-14:

(2)The board of directors of a company with an audit and supervisory committee must determine matters listed in item (i), (a) to (c) of the preceding paragraph.

(3)Board of directors of a company with an audit and supervisory committee must appoint representative directors from among the directors (excluding directors who are audit and supervisory committee members).

(4)Board of directors of a company with an audit and supervisory committee may not delegate the decision on the execution of the following matters and other material business operations to directors:

(5)Notwithstanding the provisions of the preceding paragraph, if a majority of directors of a company with an audit and supervisory committee are outside directors, the board of directors of the company with an audit and supervisory committee may delegate to directors the decision on execution of material business operations by its resolution; provided, however, that this does not apply to the following particulars:

(6)Notwithstanding the provisions of the preceding two paragraphs, a company with an audit and supervisory committee may stipulate in the articles of incorporation that all or part of decisions of execution of material business operations (excluding particulars listed in items of the preceding paragraph) may be delegated to directors by the resolution of the board of directors.

(7)The provisions of Article 399-14 (Call of the Board of Directors by Audit and Supervisory Committee) of the Companies Act apply mutatis mutandis to convocation of board of directors meeting of a company with an audit and supervisory committee. In such case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 53-24(1)Each nominating committee, audit committee, and compensation committee (hereinafter simply referred to as "each committee" in this Article, the following Article and Article 64) are composed of three or more committee members.

(2)The members of each committee are appointed from among the directors by a resolution of the board of directors.

(3)The majority of the members of each committee must be outside directors.

(4)An audit committee member may not concurrently serve as an executive officer or executive director of a company with a nominating committee, etc. or its substantive subsidiary companies, or as an accounting advisor (or, where the accounting advisor is a corporation, any staff member of the corporation, who is to carry out the relevant duties) or manager or any other employee of a substantive subsidiary companies of a company with a nominating committee, etc..

Article 53-25(1)A committee member may be removed at any time by a resolution of the board of directors.

(2)The provisions of Article 401, paragraphs (2) to (4) (Removal of Committee Members), Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 870, paragraph (1) (limited to the part involving item (i)) (Hearing of Statements), Article 871 (Appending of Reasons), Article 872 (limited to the part involving item (iv)) (Immediate Appeals), Article 874 (limited to the part involving item (i)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act), Article 876 (Supreme Court Rules) and Article 937, paragraph (1) (limited to the part pertaining to item (ii), (a) and (c)) (Commissioning of Registration by Judicial Decision) of the Companies Act apply mutatis mutandis to the committee members of a company with a nominating committee, etc.In this case, the term "paragraph (1) of the preceding Article" in Article 401, paragraph (2) of that Act is deemed to be replaced with "Article 53-24, paragraph (1) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-26(1)A company with a nominating committee, etc. must have one or more executive officers.

(2)An executive officer is elected by a resolution of the board of directors.

(3)The relationship between a company with a nominating committee, etc. and its executive officers are governed by the provisions on mandate.

(4)The provisions of Article 53-2, paragraph (1) apply mutatis mutandis to an executive officer.

(5)An executive officer may serve concurrently as a director.

(6)An executive officer's term of office continues until the conclusion of the first board of directors meeting convened after the conclusion of the annual general meeting for the last business year ending within one year from the time of their election; provided, however, that this does not preclude the shortening of their term of office by the articles of incorporation.

(7)The provisions of Article 402, paragraph (8) (Election of Executive Officers) of the Companies Act apply mutatis mutandis to the terms of office of the executive officers of a mutual company.In this case, the term "the preceding paragraph" in that paragraph is deemed to be replaced with "Article 53-26, paragraph (6) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-27(1)An executive officer may be dismissed at any time by a resolution of the board of directors.

(2)An executive officer dismissed pursuant to the provisions of the preceding paragraph may demand from the company with a nominating committee, etc. compensation for damage arising from the dismissal, unless the company has legitimate grounds for their dismissal.

(3)The provisions of Article 401, paragraphs (2) to (4) of the Companies Act as applied mutatis mutandis pursuant to Article 53-25, paragraph (2), and the provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 870, paragraph (1) (limited to the part involving item (i)) (Hearing of Statements), Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (iv)) (Immediate Appeal), Article 874 (limited to the part involving item (i)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act), Article 876 (Supreme Court Rules) and Article 937, paragraph (1) (limited to the part involving item (ii), (a) and (c)) (Commissioning of Registration by a Judicial Decision) of that Act apply mutatis mutandis to the cases if a mutual company has no executive officer or any vacancy in the number of executive officers prescribed by the articles of incorporation.In this case, any necessary technical replacement of terms is specified by Cabinet Order.

Article 53-28(1)The nominating committee is to determine the contents of proposals to be submitted to the general meeting regarding the election and dismissal of directors (or, in a company with accounting advisors, directors and accounting advisors).

(2)The audit committee carries out the following duties:

(3)Notwithstanding the provisions of Article 361, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15, and the provisions of Article 379, paragraphs (1) and (2) of that Act as applied mutatis mutandis pursuant to Article 53-17, the compensation committee is to determine the contents of remunerations, etc. (meaning the property considerations received from the mutual company in exchange for execution of duties, such as remunerations and bonuses; hereinafter the same applies in this paragraph) for individual executive officers, etc. If an executive officer serves concurrently as a manager or any other employee of the company with a nominating committee, etc., the same applies to the content of remunerations, etc. for the manager or other employees.

(4)A company with a nominating committee, etc. may not refuse any of the following requests made to it by a committee member with respect to the execution of their duties (limited to a request regarding the execution of the duties of the nominating committee, etc. to which the committee member belongs; hereinafter the same applies in this paragraph), unless the company with a nominating committee, etc. proves that the expenses or obligations pertaining to the request are not necessary for the execution of the duties of the committee member:

(5)The provisions of Articles 405 to 407 (Investigations by Audit Committees, Duty to Report to the Board of Directors, Prohibition of Executive Officers' Actions, etc. by Audit Committee Members), Article 408 (excluding paragraph (3), paragraph (4), and paragraph (5), items (iii) and (iv)) (Representation of a Company with Nominating Committee in Actions between the Company and Its Executive Officers or Directors) and Article 409 (Methods for Decisions on Remuneration by the Compensation Committee) of the Companies Act apply mutatis mutandis to the nominating committee, etc. or committee members of a company with a nominating committee, etc.In this case, the term "provisions of Article 349, paragraph (4) applied mutatis mutandis under Article 420, paragraph (3), and the provisions of Article 353 and Article 364" in Article 408, paragraph (1) of that Act is deemed to be replaced with "provisions of Article 349, paragraph (4) as applied mutatis mutandis pursuant to Article 420, paragraph (3) as applied mutatis mutandis pursuant to Article 53-32 of the Insurance Business Act"; the term "Article 349, paragraph (4) applied mutatis mutandis under Article 420, paragraph (3)" in Article 408, paragraph (5) is deemed to be replaced with "Article 349, paragraph (4) as applied mutatis mutandis pursuant to Article 420, paragraph (3) as applied mutatis mutandis pursuant to Article 53-32 of the Insurance Business Act"; the term "a request (limited to a request to file an action to pursue the liabilities of directors) pursuant to the provisions of Article 847, paragraph (1), Article 847-2, paragraph (1) or (3) (including as applied mutatis mutandis pursuant to paragraph (4) and (5) of the relevant Article), or Article 847-3, paragraph (1)" in Article 408, paragraph (3), item (i) of that Act is deemed to be replaced with "a request for filing an action under Article 847, paragraph (1) as applied mutatis mutandis pursuant to Article 53-37 of the Insurance Business Act"; the terms "Article 849, paragraph (4)" and "Article 850, paragraph (2)" in Article 408, paragraph (3), item (ii) of that Act are deemed to be replaced with "Article 849, paragraph (4) as applied mutatis mutandis pursuant to Article 53-37 of the Insurance Business Act" and "Article 850, paragraph (2) as applied mutatis mutandis pursuant to Article 53-37 of the Insurance Business Act", respectively; and the term "Article 404, paragraph (3)" in Article 409, paragraph (2) of that Act is deemed to be replaced with "Article 53-28, paragraph (3) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

(6)The provisions of Part II, Chapter IV, Section 10, Subsection 3 (Operation of Nominating Committee) of the Companies Act apply mutatis mutandis to the management of the nominating committee, etc. of a company with a nominating committee, etc.; and the provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 870, paragraph (1) (limited to the part involving item (i)) (Hearing of Statements), Article 870-2 (Forwarding Copy of Petition and other procedures),the main text of Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (v)) (Immediate Appeal), Article 872-2 (Forwarding Copy of Petition for Immediate Appeal and Other Procedures), the main text of Article 873 (Stay of Execution of the Judicial Decision of the Prior Instance), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to the application for permission under Article 413, paragraph (3) of that Act (including as applied mutatis mutandis pursuant to Article 413, paragraph (4); hereinafter the same applies in this paragraph) as applied mutatis mutandis pursuant to this Article. In this case, the term "shareholder" in Article 413, paragraph (3) (Minutes) is deemed to be replaced with "member (or, if the company has a member representatives meeting, representative member)"; the phrase "and where it is necessary for the purpose of exercising the rights of a member of the parent company" in Article 413, paragraph (4) is deemed to be deleted"; and the term "or its parent company or subsidiary company" in Article 413, paragraph (5) of that Act is deemed to be replaced with "or its substantive subsidiary companies as defined in Article 33-2, paragraph (1) of the Insurance Business Act; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-29The directors of a company with a nominating committee, etc. may not execute the business of the company with a nominating committee, etc. unless otherwise provided for in this Act or any order based on this Act.

Article 53-30(1)Notwithstanding the provisions of Article 53-14, the board of directors of a company with a nominating committee, etc. are to carry out the following duties:

(2)The board of directors of a company with a nominating committee, etc. must decide on the particulars listed in item (i), (a) through (e) of the preceding paragraph.

(3)The board of directors of a company with a nominating committee, etc. may not delegate to a director the execution of duties listed in paragraph (1), item (i) or (ii).

(4)The board of directors of a company with a nominating committee, etc. may delegate to an executive officer, decisions on the execution of the company's business by adopting a resolution; provided, however, that this does not apply to the following particulars:

(5)The provisions of Article 417 (Operations of Board of Directors of Company With a Nominating Committee) of the Companies Act apply mutatis mutandis to the operation of the board of directors of a company with a nominating committee, etc.In this case, the term "paragraph (1), item (i)-2 of the preceding Article" in paragraph (2) of that Article is deemed to be replaced with "Article 53-30, paragraph (1), item (i), (d) of the Insurance Business Act"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-31The executive officers carry out the following duties:

Article 53-32The provisions of Article 419 (excluding the second sentence of paragraph (2)) (Executive Officer's Duty to Report to Audit Committee Members), Article 421 (Apparent Representative Executive Officers) and Article 422, paragraph (1) (Prohibition of Executive Officers' Actions by Shareholders) of the Companies Act apply mutatis mutandis to the executive officers of a company with a nominating committee, etc.; the provisions of Article 420 (Representative Executive Officers) apply mutatis mutandis to the representative executive officer of a company with a nominating committee, etc.; the provisions of Article 868, paragraph (1) (Jurisdiction over Non-Contentious Cases), Article 869 (Prima Facie Showing), Article 870, paragraph (1) (limited to the part involving item (i)) (Hearing of Statements), Article 871 (Appending of the Reason), Article 872 (limited to the part involving item (iv)) (Immediate Appeal), Article 874 (limited to the part involving items (i) and (iv)) (Restrictions on Appeal), Article 875 (Exclusion from Application of the Provisions of the Non-Contentious Cases Procedures Act) and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to the executive officers or representative executive officer of a company with a nominating committee, etc.; and the provisions of Article 937, paragraph (1) (limited to the part involving item (ii), (a) and (c)) (Commissioning of Registration by a Judicial Decision) of that Act apply mutatis mutandis to the representative executive officer of a company with a nominating committee, etc..In this case, the term "Article 355, Article 356 and Article 365, paragraph (2)" in the first sentence of Article 419, paragraph (2) of that Act is deemed to be replaced with "Article 355, Article 356 and Article 365, paragraph (2) as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act"; the term "Article 357" in Article 419, paragraph (3) is deemed to be replaced with "Article 357 as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act"; the terms "Article 349, paragraphs (4) and (5)", "Article 352" and "Article 401, paragraphs (2) to (4)" in Article 420, paragraph (3) of that Act are deemed to be replaced with "Article 349, paragraphs (4) and (5) as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act", "Article 352 as applied mutatis mutandis pursuant to Article 53-15 of that Act" and "Article 401, paragraphs (2) to (4) as applied mutatis mutandis pursuant to Article 53-25 of the Insurance Business Act", respectively; and the term "shareholders having the shares" in Article 422, paragraph (1) of that Act is deemed to be replaced with "persons who have been members"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53-33(1)Directors, executive officers, accounting advisors, company auditors, or accounting auditors (hereinafter referred to as "officers, etc." in this Division) who have been negligent in their duties are liable to compensate the mutual company for any damage resulting from the negligence.

(2)If a director or executive officer has conducted a transaction set forth in Article 356, paragraph (1), item (i) (Restrictions on Competition and Transactions Involving a Conflict of Interest) of the Companies Act in violation of the provisions of Article 356, paragraph (1) of that Act as applied mutatis mutandis pursuant to Article 53-15 (including as applied mutatis mutandis pursuant to the first sentence of Article 419, paragraph (2) of that Act as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this paragraph), the amount of the profits obtained by the director, executive officer or a third party as a result of such transaction is presumed to be the amount of the damage set forth in the preceding paragraph.

(3)If a mutual company incurs any damage as a result of a transaction set forth in Article 356, paragraph (1), item (ii) or (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15 (including as applied mutatis mutandis pursuant to the first sentence of Article 419, paragraph (2) of that Act as applied mutatis mutandis pursuant to the preceding Article), the following directors or executive officers are presumed to have been negligent in their duties:

(4)The provisions of the preceding paragraph do not apply to the case listed in Article 356, paragraph (1), item (ii) or (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15, if a director prescribed in that paragraph (excluding a director who is an audit and supervisory committee member) obtains an approval from the audit and supervisory committee for the transaction.

Article 53-34Officers, etc. may not be exempted from the liability under paragraph (1) of the preceding Article without the consent of all members.

Article 53-35(1)Officers, etc. are liable to compensate for any damage incurred by a third party as a result of their bad faith or gross negligence in carrying out their duties.

(2)The provisions of the preceding paragraph also apply when the persons listed in the following items have performed the acts provided for in the relevant items; provided, however, that this does not apply to the cases in which those persons prove that they did not fail to exercise due care in carrying out their duties:

Article 53-36The provisions of Article 425 (excluding paragraph (1), item (ii), the second sentence of paragraphs (4) and (5)) (Partial Exemption from Liability), Article 426 (excluding paragraphs (4) to (6)) (Provisions of the Articles of Incorporation on Exemption by Directors), Article 427 (Limited Liability Contracts), Article 428 (Special Provisions on Transactions Carried Out by a Director for themselves) and Article 430 (Officers' Joint and Several Liability, etc.) of the Companies Act apply mutatis mutandis to the liability for damages of the officers, etc. of a mutual company.In this case, the terms "Article 423, paragraph (1)" and "Article 424" in those provisions are deemed to be replaced with "Article 53-33, paragraph (1) of the Insurance Business Act" and "Article 53-34 of the Insurance Business Act", respectively; the term "resolution of a shareholders meeting (if there is a wholly owning parent company, etc. (meaning a wholly owning parent company, etc. as prescribed in Article 847-3, paragraph (1); hereinafter the same applies in this Section) in a stock company, if the relevant liabilities are special liabilities (meaning special liabilities as prescribed in Article 847-3, paragraph (4); the same applies in this Section), the shareholders meeting of the relevant stock company and the relevant wholly owning parent company, etc.; hereinafter the same applies in this Article)" in Article 425, paragraph (1) of that Act is deemed to be replaced with "resolution set forth in Article 62, paragraph (2) of the Insurance Business Act"; the phrase "the directors (if there is an ultimate, wholly owning parent company, etc., when the liability to be exempted pursuant to the provisions of the relevant paragraph are special liabilities, the directors of the relevant stock company and the relevant ultimate, wholly owning parent company, etc.)" in paragraph (2) of that Article is deemed to be replaced with "the directors"; the phrase "directors (if there is an ultimate, wholly owing parent company, etc. in these companies, if the liabilities to be exempted pursuant to the provisions of paragraph (1) are special liabilities, the directors of the relevant companies and the relevant ultimate, wholly owing parent company, etc.)" in paragraph (3) of that Article is deemed to be replaced with "directors"; the phrase "the consent of directors with respect to an exemption from liability under the provisions of the articles of incorporation pursuant to the provisions of that paragraph (limited to exemptions from liability for directors (excluding those who are audit committee members) and executive officers) is to be obtained, and to the cases if a proposal regarding such exemption from liability" in Article 426, paragraph (2) of that Act is deemed to be replaced with "a proposal regarding an exemption from liability pursuant to the provisions of the articles of incorporation under that paragraph (limited to exemptions from liability for directors (excluding those who are audit committee members) and executive officers)"; the phrase "apply mutatis mutandis to cases if a proposal to amend the articles of incorporation to create provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph (limited to provisions of the articles of incorporation to the effect that directors (excluding those who are audit and supervisory committee members or audit committee members) and executive officers may be exempted from the liability) is submitted to a shareholders meeting, to cases where the consent of directors with respect to exemption from liability under the provisions of the articles of incorporation pursuant to the provisions of that paragraph (limited to exemption from liability of directors (excluding those who are audit and supervisory committee members or audit committee members) and executive officers) is to be obtained, and to the cases if a proposal regarding such exemption from liability is submitted to the board of directors. In this case, 'directors (if there is an ultimate, wholly owing parent company, etc. in these companies, if the liabilities to be exempted pursuant to the provisions of paragraph (1) are special liabilities, the directors of the relevant companies and the relevant ultimate, wholly owning parent company, etc.)' in paragraph (3) of the relevant Article is deemed to be replaced with 'directors' in Article 426, paragraph (2) of that Act" is deemed to be replaced with "mutatis mutandis to cases if a proposal to amend the articles of incorporation to create provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph (limited to provisions of the articles of incorporation to the effect that directors (excluding those who are audit and supervisory committee members or audit committee members) and executive officers may be exempted from the liability) is submitted to a shareholders meeting, to cases where the consent of directors with respect to exemption from liability under the provisions of the articles of incorporation pursuant to the provisions of that paragraph (limited to exemption from liability of directors (excluding those who are audit and supervisory committee members or audit committee members) and executive officers) is to be obtained, and to the cases if a proposal regarding such exemption from liability is submitted to the board of directors"; the phrase "shareholders having not less than three hundredths (or, if lesser proportion is prescribed in the articles of incorporation, such proportion) of the votes of all shareholders (excluding officers, etc. subject to the liability referred to in paragraph (3)) state objections during the period provided for in that paragraph" in Article 426, paragraph (7) is deemed to be replaced with "members representing at least three thousandths (or any smaller proportion prescribed by the articles of incorporation) of all members (excluding the number of members who are Officers, etc. subject to the liability referred to in paragraph (3)) of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in Article 38, paragraph (1) of the Insurance Business Act) state objections during the period provided for in paragraph (3)"; the portion "state objections during the period provided for in that paragraph (if there is a wholly owning parent company, etc. in a stock company, when the liabilities to be exempted according to the provisions of the articles of incorporation pursuant to the provisions of paragraph (1), if shareholders having not less than three-hundredths (or, if a lesser proportion is prescribed in the articles of incorporation, such proportion) of voting rights of all shareholders (excluding officers, etc. subject to the liability referred to in paragraph (3)) of the relevant stock company or shareholders having not less than three-hundredths (or, if lesser proportion is prescribed in the articles of incorporation, the relevant proportion) of voting rights of all shareholders (excluding officers, etc. subject to the liability referred to in paragraph (3)) of the relevant wholly owning parent company state objections set forth in paragraphs (3) or (5) during the period set forth in the relevant paragraphs respectively)" in Article 426, paragraph (7) is deemed to be replaced with "state objections during the period provided for in paragraph (3)"; the phrase "mutatis mutandis to cases if a proposal to amend the articles of incorporation to create provisions of the articles of incorporation under the provisions of paragraph (1) (limited to the provisions of the articles of incorporation to the effect that contracts may be entered into with directors (excluding those who are audit and supervisory committee members or audit committee members)) is submitted to a shareholders meeting. In this case, the phrase "directors (if there is an ultimate, wholly owning parent company, etc. in these companies, if the liabilities to be exempted pursuant to the provisions of paragraph (1) are special liabilities, the directors of the relevant companies and the relevant ultimate, wholly owning parent company, etc.)' in paragraph (3) of that Article is deemed to be replaced with 'directors' in Article 427, paragraph (3) of that Act" is deemed to be replaced with "mutatis mutandis to cases if a proposal to amend the articles of incorporation to create provisions of the articles of incorporation under the provisions of paragraph (1) (limited to the provisions of the articles of incorporation to the effect that contracts may be entered into with directors (excluding those who are audit and supervisory committee members or audit committee members)) is submitted to a shareholders meeting"; the phrase "at the first shareholders meeting (if the relevant stock company is an ultimate, wholly owning parent company, etc., when the relevant damage is related to special liabilities, shareholders meeting of the relevant stock company and the relevant ultimate, wholly owning parent company, etc.) convened thereafter" in paragraph (4) of that Article is deemed to be replaced with "at the first shareholders meeting convened thereafter"; and the term "Article 425, paragraphs (4) and (5)" in paragraph (5) of that Article is deemed to be replaced with "the first sentence of Article 425, paragraph (4)"; any other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 53-37The provisions of Part VII, Chapter II, Section 2 (excluding Article 847, paragraph (2), Article 847-3, Article 849, paragraphs (2), and paragraphs (6) through (11), Article 851, paragraph (1), item (i) and Article 851, paragraph (2), and Article 853, paragraph (1), items (ii) and (iii)) (Liability Actions, etc. Against a Stock Company) of the Companies Act apply mutatis mutandis to an action for accountability in a mutual company; and the provisions of Section 3 of the relevant Chapter (excluding Article 854, paragraph (1), item (i), (a) and Article 854, paragraphs (2) to (4)) (Action to Dismiss the Officer of a Stock Company) and Article 937, paragraph (1) (limited to the part involving item (i), (j)) (Commissioning of Registration by a Judicial Decision) of that Act apply mutatis mutandis to an action to dismiss the officer of a mutual company.In this case, the term "shareholder, etc." and "stock company, etc." in these provisions (excluding Article 847-4, paragraph (2), Article 848 and Article 849, paragraph (3)) is deemed to be replaced with "member" and "mutual company", respectively; the terms "A shareholder (excluding a holder of shares less than one unit who is unable to exercise rights pursuant to the provisions of the articles of incorporation) having the shares" and "Article 423, paragraph (1)" in Article 847, paragraph (1) (Action for Pursuing Liability, etc. by Shareholders) of that Act is deemed to be replaced with "persons who have been members" and "Article 53-33, paragraph (1) of Insurance Business Act", respectively; the terms "a shareholder, etc. (meaning shareholder, a qualified former shareholder or a shareholder of an ultimate, wholly owning parent company, etc.; hereinafter the same applies in this Section)" and "the shareholder, etc." in Article 847, paragraph (2) (Court Costs for an Action Pursing Liability) of that Act is deemed to be replaced with "member" and "the member", respectively; the term "the stock company or a wholly owned subsidiary company resulting from the share exchange, etc. (hereinafter referred to as "stock company, etc." in this Section)" in Article 848 (Jurisdiction of an Action) of that Act is deemed to be replaced with "the mutual company"; the phrase "a suit relating to an action for pursuing liability, etc. (in cases of a qualified former shareholder, limited to one related to the liabilities or obligations for which the fact causing them occurs by the time when the act listed in the items of Article 847-2, paragraph (1) becomes effective; in cases of a shareholder of an ultimate, wholly owning parent company, etc., limited to the action pursuing specific liability)" in Article 849, paragraph (1) (Intervention) of that Act is deemed to be replaced with "a suit relating to an action to enforce liability, etc."; the phrase "In order for a stock company, etc., wholly owning parent company resulting from the share exchange, etc., or ultimate, wholly owning parent company, etc. to intervene in a suit relating to an action for pursuing liability, etc. to assist a director (excluding an audit and supervisory committee member and audit committee member), executive officer, liquidator or a person who was formerly in such a position of a stock company that is the relevant stock company, etc., wholly owned subsidiary company resulting from the share exchange, etc. of the relevant wholly owning parent company resulting from the share exchange, etc., or wholly owned subsidiary company, etc. of the relevant ultimate, wholly owning parent company, etc." in paragraph (3) of that Article is deemed to be replaced with "In order to intervene in a suit relating to an action to enforce liability, etc. to assist a director (excluding an audit and supervisory committee member and audit committee member), executive officer, liquidator or a person who was formerly in such a position of a mutual company"; and the provisions of Article 854, paragraph (1), item (i) of that Act is deemed to be replaced with "members representing at least three thousandths (or any smaller proportion prescribed by the articles of incorporation) of all members, or three thousand (or any smaller number prescribed by the articles of incorporation) or more members of a mutual company (or, in a specified mutual company, members equal to or exceeding the number specified by Cabinet Order set forth in Article 38, paragraph (1) of the Insurance Business Act), who have been members of the mutual company without interruption for the preceding six months (or any shorter period prescribed by the articles of incorporation) (or, if the company has a member representatives meeting, those members or nine (or any smaller number prescribed by the articles of incorporation) or more representative members)"; any other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 54A mutual company's accounting is subject to the business accounting practices generally accepted as fair and appropriate.

Article 54-2(1)A mutual company, must prepare accurate accounting books in a timely manner pursuant to the provisions of Cabinet Office Order.

(2)A mutual company must preserve its accounting books and important materials regarding its business for ten years from the time of the closing of the account books.

(3)The court may, upon petition or by its own authority, order a party to the litigation to submit its accounting books in whole or in part.

Article 54-3(1)A mutual company, must prepare a balance sheet as of the date of its establishment pursuant to the provisions of Cabinet Office Order.

(2)A mutual company, pursuant to the provisions of Cabinet Office Order, must prepare financial statements (meaning the balance sheet, profit and loss statement, proposal on appropriation of surplus or disposal of losses and any other statement specified by Cabinet Office Order as necessary and appropriate in order to indicate the status of the mutual company's property and profits or losses; hereinafter the same applies in this Division) and a business report for each business year and their annexed detailed statements.

(3)The financial statements, business report, and their annexed detailed statements may be prepared in the form of an electronic or magnetic record.

(4)A mutual company must preserve its financial statements and their annexed detailed statements for ten years from the time of preparation of the financial statements.

Article 54-4(1)In a mutual company (other than a company with accounting auditors), the financial statements and business report and their annexed detailed statements under paragraph (2) of the preceding Article, must be audited by the company auditors pursuant to the provisions of Cabinet Office Order.

(2)In a company with accounting auditors, the documents listed in the following items must be audited by the persons listed in the relevant items pursuant to the provisions of Cabinet Office Order:

(3)The financial statements and business report, and their annexed detailed statements audited pursuant to the provisions of the preceding two paragraphs must be approved by the board of directors.

Article 54-5In giving a notice of convocation of the annual general meeting (or, where the company has a member representatives meeting, the annual member representatives meeting; hereinafter the same applies in this Subsection), the directors, pursuant to the provisions of Cabinet Office Order, must provide the members (or, in a mutual company with a member representatives meeting, representative members; hereinafter the same applies in this Subsection) with the financial statements and business report (including any audit report or financial audit report) that have been approved under paragraph (3) of the preceding Article.

Article 54-6(1)The directors must submit or provide the financial statements and business report approved under Article 54-4, paragraph (3) at the annual general meeting.

(2)The financial statements submitted or provided pursuant to the provisions of the preceding paragraph must be approved at the annual general meeting.

(3)The directors must report the content of the business report submitted or provided pursuant to the provisions of paragraph (1) at the annual general meeting.

(4)In a company with accounting auditors, for the purpose of applying the provisions of the preceding two paragraphs to the cases in which the financial statements approved under Article 54-4, paragraph (3) satisfy the requirements specified by Cabinet Office Order for accurate indication of the status of a mutual company's property and profits or losses in compliance with the laws and regulations and the articles of incorporation, the term "financial statements" in paragraph (2) is be deemed to be replaced with "proposal on appropriation of surplus or disposal of losses"; and the term "business report" in the preceding paragraph is deemed to be replaced with "financial statements (excluding the proposal on appropriation of surplus or disposal of losses) and business report".

Article 54-7(1)A mutual company pursuant to the provisions of Cabinet Office Order, must give public notice of its balance sheet (or, in a mutual company set forth in Article 53-14, paragraph (5), its balance sheet, and profit and loss statement) without delay after the conclusion of the annual general meeting.

(2)Notwithstanding the provisions of the preceding paragraph, it is sufficient for a mutual company which adopts, as its means of public notice, publication in a daily newspaper that publishes the news on current events, to give public notice of the outline of the balance sheet set forth in that paragraph.

(3)Pursuant to the provisions of Cabinet Office Order, the mutual company set forth in the preceding paragraph, without delay after the conclusion of the annual general meeting, may take measures to make the information contained in the balance sheet provided for in paragraph (1) available to many and unspecified persons by electronic or magnetic means over a continuous period of five years from the date on which the annual general meeting was concluded.In this case, the provisions of the preceding two paragraphs do not apply.

(4)The provisions of the preceding three paragraphs do not apply to a mutual company which is to submit its securities report to the Prime Minister pursuant to the provisions of Article 24, paragraph (1) (Submission of Securities Report) of the Financial Instruments and Exchange Act (Act No. 25 of 1948).

Article 54-8(1)A mutual company must keep its financial statements and business report for each business year, and their annexed detailed statements (including the audit report or financial audit report; hereinafter referred to as "financial statements, etc." in this Article) at its principal office for a period of five years from the day that is two weeks before the date of the annual general meeting (or, in the case of Article 319, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1), the date of the proposal set forth in that paragraph).

(2)A mutual company must keep the copies of its financial statements, etc. for each business year at its secondary offices for a period of three years from the day that is two weeks before the date of its annual general meeting (or, in the case of Article 319, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1), the date of the proposal set forth in that paragraph); provided, however, that this does not apply to the cases where the financial statements, etc. have been prepared in the form of an electronic or magnetic record, if the mutual company adopts the measures specified by Cabinet Office Order in order to enable its secondary offices to meet the requests listed in items (iii) and (iv) of the following paragraph.

(3)The creditors and insured persons of a mutual company, such as policyholders and beneficiaries of insurance proceeds, may make the following requests at any time during the business hours of the mutual company; provided, however, that they must pay the fees determined by the mutual company in making a request set forth in item (ii) or (iv):

Article 54-9The court may, upon petition or by its own authority, order a party to litigation to submit in whole or in part the financial statements and their annexed detailed statements.

Article 54-10(1)A company with accounting auditors may, pursuant to the provisions of Cabinet Office Order, prepare consolidated financial statements (meaning those statements specified by Cabinet Office Order as necessary and appropriate in order to indicate the status of the property and profits or losses of a corporate group consisting of the company with accounting auditors and its substantive subsidiary companies; hereinafter the same applies in this Article) for each business year.

(2)Consolidated financial statements may be prepared in the form of an electronic or magnetic record.

(3)An entity that is a mutual company set forth in Article 53-14, paragraph (5) as of the last day of a business year which must submit a securities report to the Prime Minister pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act, must prepare consolidated financial statements for the business year.

(4)Consolidated financial statements must be audited by the company auditors (the audit and supervisory committee, in the case of a company with an audit and supervisory committee, or the audit committee, in case of a company with a nominating committee, etc.) and accounting auditors, pursuant to the provisions of Cabinet Office Order.

(5)The consolidated financial statements audited pursuant to the provisions the preceding paragraph must be approved by the board of directors.

(6)The provisions of Article 54-5 and Article 54-6, paragraphs (1) and (3) apply mutatis mutandis to consolidated financial statements.In this case, the term "content of the business report" in Article 54-6, paragraph (3) is deemed to be replaced with "content of the consolidated financial statements and the result of audit under Article 54-10, paragraph (4)"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 55(1)Payment of interest from funds may be made in an amount not exceeding the amount of net assets on the balance sheet after the sum total of the following amounts (referred to as "maximum limit of interest payment" in Article 55-3, paragraph (3), item (i)) has been deducted therefrom:

(2)Redemption of funds or distribution of surplus may be made in an amount not exceeding the amount of net assets on the balance sheet after deducting the sum total of the following amounts (referred to as "maximum limit of redemption, etc." in Article 55-3, paragraph (3), item (ii)); provided, however, that such redemption or distribution may only be made after the amount credited to assets in the balance sheet pursuant to the provisions of the first sentence of Article 113 (including as applied mutatis mutandis pursuant to Article 272-18) has been amortized in full:

(3)If a mutual company has made any payment of interest from funds, or redemption of funds or distribution of surplus in violation of the provisions of the preceding two paragraphs, a creditor of the mutual company may have the mutual company refund the money.

Article 55-2(1)Any distribution of surplus must be made in conformity with the standards specified by Cabinet Office Order for fair and equitable distribution.

(2)A mutual company, if the company makes an appropriation of surplus for each accounting period as the particulars listed in Article 23, paragraph (1), item (vii) prescribed in its articles of incorporation, it must set aside at least the amount calculated by multiplying the appropriable amount specified by Cabinet Office Order by a certain proportion as the reserves for distributing surplus to members pursuant to the provisions of Cabinet Office Order.

(3)The certain proportion set forth in the preceding paragraph must not be less than the proportion specified by Cabinet Office Order.

(4)Notwithstanding the provisions of the preceding two paragraphs, a mutual company may, if there are unavoidable circumstances in view of the status of its settlement of account, prescribe in its articles of incorporation that, so far as the appropriation of surplus for the accounting period is concerned, the company is to set aside as the reserves specified by Cabinet Office Order under paragraph (2) the amount calculated by multiplying the amount prescribed by Cabinet Office Order under paragraph (2) by a proportion that is smaller than that prescribed by Cabinet Office Order under the preceding paragraph.

(5)The provisions in the articles of incorporation referred to in the preceding paragraph do not take effect unless it is approved by the Prime Minister.

Article 55-3(1)If a mutual company has paid any interest from funds in violation of the provisions of Article 55, paragraph (1), or made any redemption of funds or distribution of surplus in violation of the provisions of paragraph (2) of the same Article, the persons who were granted money due to these actions (hereinafter referred to as "payment of interest from funds, etc." in this Article and the following Article) and the persons listed in the following items are to jointly and severally assume the obligation to pay to the mutual company the corresponding amount of money as that the persons have been granted:

(2)Notwithstanding the provisions of the preceding paragraph, a person listed in the items of that paragraph is not to assume the obligation under that paragraph, if the person proves that they did not fail to exercise due care in carrying out their duties.

(3)A person listed in the items of paragraph (1) may not be exempted from the obligation pursuant to the provisions of that paragraph; provided, however, that this does not apply if all of the members agree to exempt the person from the obligation to the amount prescribed in the relevant items in the cases listed in the following items:

Article 55-4If a mutual company has made any payment of interest from funds, etc. in violation of the provisions of Article 55, paragraph (1) or (2), a member without knowledge of the violation is not obliged to meet any request for reimbursement made by a person listed in the items of paragraph (1) of the preceding Article who has paid the money prescribed in that paragraph.

Article 56(1)A mutual company, in redeeming its funds, must set aside the amount of money to be redeemed as the reserves for redemption of funds.

(2)A mutual company, if it has been released from any debt pertaining to its funds, must deduct the amount of debt thus relieved from the total amount of its funds and set it aside as the reserves for redemption of funds.

Article 57(1)A mutual company may reduce the amount of the reserves for redemption of funds by a resolution of the general meeting (or the member representatives meeting, if the company has such a meeting).

(2)The resolution set forth in the preceding paragraph must be a resolution under Article 62, paragraph (2).

(3)In addition to the documents prescribed in Articles 18, 19 and 46 of the Commercial Registration Act, the following documents must be attached to a written application for registration of change due to any reduction of the reserves for redemption of funds pursuant to the provisions of paragraph (1):

(4)The provisions of Article 16, paragraph (1) (excluding the proviso) and paragraph (2), Article 17 (excluding the proviso to paragraph (1)), Article 17-2, paragraph (4), and Article 17-4 apply mutatis mutandis to a reduction of the reserves for redemption of funds under paragraph (1).In this case, the term "reduction of the stated capital, etc." in those provisions is deemed to be replaced with "reduction of the reserves for redemption of funds"; the terms "A stock company" and "ranging from two weeks before the date of the shareholders' meeting pertaining to the resolution on the reduction of the stated capital, etc. (or, the date of the board of directors meeting if Article 447, paragraph (3) (Reductions in Amount of Stated Capital) or Article 448, paragraph (3) (Reductions in Amount of Reserves) of the Companies Act applies) to six months from the effective date of the reduction of the capital, etc." in Article 16, paragraph (1) are deemed to be replaced with "In the case of Article 57, paragraph (1), a mutual company" and "ranging from two weeks before the date of the general meeting (or the member representatives meeting, if the company has such a meeting) pertaining to the resolution under that paragraph to six months from the date of the reduction of the reserves for redemption of funds" respectively; the phrase "If a stock company reduces the amount of its stated capital, etc. (excluding the cases where the whole of the amount by which the reserves are reduced is appropriated to the capital)" in Article 17, paragraph (1) is deemed to be replaced with "In the case of Article 57, paragraph (1)"; and the term "Article 447, paragraph (1) (Reductions in Amount of the Stated Capital) or Article 448, paragraph (1) (Reductions in Amount of Reserves) of the Companies Act" in Article 17, paragraph (6) is deemed to be replaced with "Article 57, paragraph (1)"; any other necessary technical replacement of terms is specified by Cabinet Order.

(5)Any reduction of the reserves for redemption of funds pursuant to the provisions of paragraph (1) does not take effect unless it is approved by the Prime Minister.

(6)The provisions of Article 828, paragraph (1) (limited to the part involving item (v)) and (2) (limited to the part involving item (v)) (Actions to Invalidate Acts Concerning the Organization of a Company), Article 834 (limited to the part involving item (v)) (Defendant), Article 835, paragraph (1) (Jurisdiction over Actions), Articles 836 through 839 (Order to Provide Security, Mandatory Consolidation of Oral Arguments, Persons Affected by If a Judgment Being Upheld, Effects of a Judgment of Invalidity, Revocation or Rescission), Article 846 (Liability for Damages If a Judgment Is Entered Against the Plaintiff), and Article 937, paragraph (1) (limited to the part involving item (i), (d)) (Commissioning of Registration by a Judicial Decision) of the Companies Act apply mutatis mutandis to an action to invalidate a reduction of the reserves for redemption of funds.In this case, the term "shareholders, etc." in Article 828, paragraph (2), item (v) of that Act is deemed to be replaced with "members, directors, company auditors or liquidators (members, directors or liquidators, in the case of a company with an audit and supervisory committee, or members, directors, executive officers or liquidators, in the case of a company with a nominating committee, etc.) of a mutual company"; any other necessary technical replacement of terms is specified by Cabinet Order.

Article 58A mutual company must set aside at least three thousandths of the amount expended in each accounting period for appropriation of surplus (including the part of the reserves set forth in Article 55-2, paragraph (2) that is to be set aside pursuant to the provisions of Cabinet Office Order) as the loss reserve, until the time as its funds (including the reserves for redemption of funds set forth in Article 56) reach their full amount (or any larger amount prescribed by the articles of incorporation).

Article 59(1)The loss reserves may not be reduced, except in the case of allocating it to loss compensation.

(2)By derogation from Article 57, the reserves for redemption of funds may be reduced to compensate for the losses, if the loss reserves are not sufficient to cover the losses.