a. Directors
Artner has an agreement in place that limits the liability for damages specified in Article 423, paragraph (1) of the Companies Act with each director (non-Executive Director) pursuant to Article 427, paragraph (1) of the said Act. The limit of liability based on the agreement is an amount prescribed by laws and regulations.
b. Accounting Auditor
Artner has an agreement in place that limits the liability for damages specified in Article 423, paragraph (1) of the Companies Act with KPMG AZSA LLC who is our Accounting Auditor pursuant to Article 427, paragraph (1) of the said Act. The limit of liability based on the agreement is an amount prescribed by laws and regulations.
Artner has a directors and officers liability insurance (D&O Insurance) policy in place with an insurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act. The insured persons covered by this policy are directors, and they do not pay the insurance premiums. To provide a summary, this insurance policy, together with the special clauses, shall cover damages that may arise when an insured director assumes liabilities as a result of the execution of his duties or due to claims brought against him for being held responsible for the consequences of his action. However, the policy has an exclusion that the insurance company contends precludes coverage, such as liabilities incurred as a result of an unlawful act that an insured individual willfully and knowingly commits.
Artner specifies in its Articles of Incorporation that it shall have up to ten directors (excluding directors who are members of the Audit and Supervisory Committee) and up to five directors who are members of the Audit and Supervisory Committee.
Artner specifies in its Articles of Incorporation that resolutions on the election of directors shall be made with the approval of a majority of the votes of the shareholders who are present and hold at least one-third of the total votes of the shareholders who are entitled to exercise such rights.
a. Acquisition of treasury shares
Artner’s Articles of Incorporation specifies that the Company may acquire its treasury shares following a resolution by the Board of Directors, pursuant to Article 165, paragraph (2) of the Companies Act. The purpose of this provision is to acquire treasury shares through market transactions or by other means so that we are able to carry out flexible capital policies to adapt to change of the business environment.
b. Organ deciding dividends of surplus
Artner specifies in its Articles of Incorporation that, to ensure flexible capital policies and dividend policies, the Company’s Board of Directors may resolve on the matters such as dividends of surplus prescribed in the items under Article 459, paragraph (1) of the Companies Act, unless otherwise provided for in laws and regulations.
c. Release from liability of directors
Artner specifies in its Articles of Incorporation that, pursuant to Article 426, paragraph (1) of the Companies Act, the Company’s Board of Directors, instead of the General Meeting of Shareholders, may resolve to release directors (including former directors) from their liability related to the acts defined in Article 423, paragraph (1) of the said Act to the extent legally permissible. The purpose of this provision is to provide an environment that enables directors to fulfill their expected role as they perform their duties by achieving their full potential.
d. Release from liability of Accounting Auditors
Artner specifies in its Articles of Incorporation that, pursuant to Article 426, paragraph (1) of the Companies Act, the Company’s Board of Directors, instead of the General Meeting of Shareholders, may resolve to release an Accounting Auditor (or a former Accounting Auditor) from their liability related to the acts defined in Article 423, paragraph (1) of the said Act to the extent legally permissible. This provision has been set in the wake of the enforcement of the Companies Act that has made accounting auditors subject to shareholder derivative suits, so that a balance is kept between our directors and Accounting Auditor.
