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EXHIBIT 3.4
(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
RULES OF THE BOARD OF CORPORATE AUDITORS
Established: March 27, 1995
Article 1 (Purpose)
The matters relating to the Board of Corporate Auditors of the Company shall be
as stipulated herein, as well as stipulated in laws and ordinances and/or the
Company's Articles of Incorporation.
Article 2 (Meetings of the Board of Corporate Auditors)
1 A meeting of the Board of Corporate Auditors shall in principle be held
once during a three-month period.
2 In addition to the regular meetings in the preceding paragraph, an
extraordinary meeting of the Board of Corporate Auditors may be held in
the case of necessity.
Article 3 (Convener and Chairman)
1 The meetings of the Board of Corporate Auditors shall be convened by the
Auditor determined in advance by the Board of Corporate Auditors;
provided that any one of the other Auditors shall not be prevented from
convening the meetings of the Board of Corporate Auditors.
2 The person who convenes a meeting of the Board of Corporate Auditors
pursuant to the previous paragraph shall act as chairman at such
meeting.
Article 4 (Notice of Meeting)
1 Notice to convene a meeting of the Board of Corporate Auditors shall be
sent to each Auditor two (2) weeks prior to the date of the meeting;
provided that the above period may be shortened in the case of urgent
necessity.
2 A meeting of the Board of Corporate Auditors may be held without the
procedures as stipulated in the preceding paragraph with consent of all
of the Auditors.
Article 5 (Matters to Be Resolved)
Matters to be resolved at or to be reported to the Board of Corporate Auditors
shall be as listed in the attached document.
Article 6 (Manner of Resolution)
Unless otherwise prescribed by laws or ordinances, all resolutions of the Board
of Corporate Auditors shall be adopted by a majority of all of the Auditors.
Article 7 (Minutes)
An outline of the proceedings at the Board of Corporate Auditors and results
thereof shall be recorded in the minutes of the meeting, and the Auditors
present at the meeting shall affix their signatures (and seal impressions) to
the minutes, which shall be kept at the head office of the Company.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
(Attached to Rules of the Board of Corporate Auditors)
MATTERS TO BE RESOLVED AT AND TO BE REPORTED TO THE BOARD OF CORPORATE AUDITORS
(Note) Numbers written in ( ) next to the items correspond to the
articles of the Commercial Code(C) and the Special Act regarding
Auditing(S).
MATTERS TO BE RESOLVED
1 Matters with regard to auditing policy, the methods of investigation of
the condition of the Company's affairs and properties and any other
matters relating to performance of the Corporate Auditors' duties
(S18-2)
2 Matters with regard to appointment of the Accounting Auditor
(1) Consent with a proposal to be submitted to a meeting of
Shareholders regarding appointment, non-reappointment and
dismissal of the Accounting Auditor (S3, 5-2, 6)
(2) Demand to make the issues regarding appointment,
non-reappointment and dismissal of the Accounting Auditor the
subject of a meeting of Shareholders (S3, 5-2, 6)
(3) Demand to submit a proposal to a meeting of Shareholders
regarding appointment of the Accounting Auditor (S3)
(4) Appointment of a person to temporarily perform duties of the
Accounting Auditor in the case of absence of the Accounting
Auditor (S6-4)
(5) Dismissal of the Accounting Auditor due to the basis stipulated
in laws (S 6-2, 18-3)
(6) In case that the Accounting Auditor is dismissed, to appoint a
particular Corporate Auditor who reports the reason for the
dismissal at a meeting of Shareholders (S6-2)
3 Matters with regard to the organization and operations of the Board of
Corporate Auditors
4 Other matters as stipulated in laws and ordinances and/or the Company's
Articles of Incorporation, and matters deemed to be necessary by the
Board of Corporate Auditors
MATTERS TO BE CONSULTED
1 Matters with regard to preparation for Corporate Auditor's Report (S14)
2 Matters with regard to meetings of Shareholders and meetings of the
Board of Directors
(1) Explanation at a meeting of Shareholders (C237-3)
(2) Report to the Board of Directors (C260-3)
(3) Demand to convene a meeting of the Board of Directors and
convocation of such a meeting (C260-3)
(4) Investigation of proposals and documents to be submitted to a
meeting of Shareholders and statement of opinion as to such
proposals and documents (C275)
3 Matters with regard to status of the Corporate Auditors
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
Statement of opinion relating to appointment and dismissal and
remuneration of the Corporate Auditors (C275-3,279)
4 Matters with regard to supervisions and corrective actions
(1) Prohibition of involvement of the Directors in illegal action
(C275-2)
(2) Filing various kinds of lawsuits and procedures. (C247, 280-15,
380, 381, 415, 428, 431,452)
5 Matters with regard to a shareholder's demand to enter a lawsuit
searching responsibility of any of the Directors and representation of
the Company in a lawsuit between any of the Directors and the Company
(C267, 275-4)
6 Other matters as stipulated in the laws and ordinances and/or Articles
of Incorporation, and matters deemed to be necessary by the Board of
Corporate Auditors
MATTERS TO BE REPORTED
1 Matters to be reported by the Directors
(1) Report as to discovery of a subject which may cause serious
damage to the Company (C 274-2)
(2) Receipt of the accounting documents and the appended schedules
thereof (S12, 19)
2 Matters to be reported by the Accounting Auditor
(1) Report as to discovery of dishonest acts or important facts in
violation of laws or ordinances or the Articles of Incorporation
concerning any director's execution of duties (S8)
(2) Receipt of the Audit Report (S13)
3 Matters to be reported by the Corporate Auditors
(1) Report as to the state of the performance of the Corporate
Auditors' duties (S18-2)
(2) Report as to investigation of Audit Report issued by Accounting
Auditor (S14)
4 Other matters as stipulated in the laws and ordinances and/or Articles
of Incorporation, and matters deemed to be necessary by the Board of
Corporate Auditors
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REPRESENTATION
The undersigned certifies that the foregoing is a fair and accurate
English translation of the original Japanese language document.
/s/ Tsunetoshi Ishibashi
_______________________________________
Tsunetoshi Ishibashi
Chairman
