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EXHIBIT 3.3
(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
RULES OF THE BOARD OF DIRECTORS
Article 1 (Purpose)
The matters relating to the Board of Directors 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 Directors)
1 A regular meeting of the Board of Directors shall in principle be held
once during a three-month period.
2 In addition to the preceding paragraph, an extraordinary meeting of the
Board of Directors may be held in the case of necessity.
3 A meeting of the Board of Directors shall in principle be held in
Tokyo.
Article 3 (Convener and Chairman)
The meetings of the Board of Directors shall be convened by the Chairman, and he
shall act as chairman at such meetings. Should the position of the Chairman be
vacant or should the Chairman be unable to act, the President shall act in his
place, if the President is unable to act, another Director, by order determined
in advance by the Board of Directors, shall act in his place.
Article 4 (Notice of Meeting)
1 A notice to convene a meeting of the Board of Directors shall be sent
to each Director and Statutory 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 Directors may be held without the procedures
as stipulated in the preceding paragraph with the consent of all of the
Directors and the Statutory Auditors.
Article 5 (Matters to Be Resolved)
The matters to be resolved at and to be reported to a meeting of the Board of
Directors shall be as listed in the attached document.
Article 6 (Manner of Resolution)
All resolutions of the Board of Directors shall be adopted by a majority of the
Directors present at such meeting, provided that a majority of all the Directors
are present at such meeting.
Article 7 (Minutes)
An outline of the proceedings of the meeting of the Board of Directors and the
results thereof shall be recorded in the minutes of the meeting, and the
Directors and the Statutory Auditors present at the meeting shall affix their
names and seal impressions to the minutes, which shall be kept at the head
office of the Company.
Supplementary Provisions
1 Any amendment to these Rules shall be subject to the approval of the
Board of Directors.
2 These Rules shall take effect on June 6, 2000.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
(Attached to Rules of the Board of Directors)
MATTERS TO BE RESOLVED AT AND TO BE REPORTED TO A MEETING OF THE BOARD OF
DIRECTORS
(Note) Numbers written in ( ) next to the items correspond to the
articles of the Commercial Code(C), the Special Act regarding
Auditing(S) and the Company's Articles of Incorporation(A).
MATTERS TO BE RESOLVED
1 Matters with regard to the Stock and/or meetings of Shareholders
(1) Deciding the kinds of share certificates (A10)
(2) Handling of share certificates (A10)
(3) Designation of the transfer agent and its place of business
(A11)
(4) Determination of Record Date (A12)
(5) Issuance of new shares (C280-2)
(6) Disposal of the fractional shares generated by the allotment of
new shares (C280-9-2)
(7) Split of shares (C218)
(8) Convocation of meetings of shareholders and the proposals to be
submitted thereto (C231)
(9) Conversion between par value and no par value shares (C213)
2 Matters with regard to Organization and Personnel
(1) Establishment, change or abolition of branch offices or other
important organizations (C260)
(2) Appointment or dismissal of managers and other important
business employees (C260)
3 Matters with regard to finance and accounting
(1) Crediting the reserve fund to the stated capital (C293-3)
(2) Issuance of corporate bonds(C296)
(3) Issuance of convertible bonds (C341-2)
(4) Issuance of bonds with preemptive rights to new shares
(C341-8)
(5) Approval of financial statements and their ancillaries (C231)
(6) Determination of Interim Dividends (C293-5)
4 Disposition or acquisition of important assets and borrowing of
substantial amounts of money (C260)
5 Matters with regard to the Directors and Board of Directors
(1) Appointment of Representative Directors (C261)
(2) Appointment of Executive Directors (A20-2)
(3) Approval of a competitive transaction by a Director (C264)
(4) Approval of transactions between a Director and the Company
(C265)
(5) Matters with regard to the organization and the procedures of
the Board of Directors
(6) Distribution of the Remuneration of Directors approved by the
meeting of Shareholders
6 Other important business matters (C260)
7 Matters entrusted by the resolutions of meetings of Shareholders
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
8 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 directors, the chairman or the president
MATTERS TO BE REPORTED
1 State of operations (C260)
A Representative Director shall report to the Board of Directors on
the state of operations one (1) or more times during a three (3) month
period.
2 Material facts regarding competitive transactions by Directors (C264)
A Director who is involved in a competitive transaction shall report to
the Board of Directors on the material facts relating to such
transaction without delay.
3 Material facts regarding a transactions between a Director and the
Company (C265)
A Director who is involved in a transaction with the Company shall
report to the Board of Directors on the material facts relating to such
transaction without delay.
4 Other matters as stipulated in the laws and ordinances and/or the
Company's Articles of Incorporation, and matters deemed to be necessary
by the Board of Directors, the Chairman or the President
* * *
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
