Newsletter
AOI PROVISIONS ON NOMINA-TION OF INDEPENDENT DI-RECTORS
In an interpretation dated 3 April 2006, the Ministry of Economic Affairs (MOEA) stated that if a company has adopted a nomination system for the election of independent directors, but not other directors, and does not use written or electronic voting for votes at shareholders' meetings, at a single shareholders' meeting it can first amend its articles of incorporation to change the number of such other directors, and then elect them pursuant to the amended articles.
Where a company opts to appoint independent directors, it should amend its articles of incor-poration to expressly state the number of inde-pendent directors and the methods for their nomination and election. The MOEA interpre-tation also offers examples as to how the relevant provisions of the articles of incorporation should be drafted.
Related matters, such as arrangements for the submission and announcement of nominations, should be conducted in accordance with the relevant provisions of the Company Act and the Securities and Exchange Act.