Square Enix 2007 Annual Report Download - page 15

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13
(3) Basic policy on building an internal control system
On May 8, 2006, the Board of Directors passed a resolution
establishing the Company’s Basic Policy on Building an Internal
Control System. The Company is in the process of building the
system, ensuring the thoroughness of auditing and supervisory
functions and confirming that all business activities are execut-
ed in conformance with laws, regulations and the Company’s
Articles of Incorporation. The Company is also promoting
enhanced efficiency in the directors’ exercise of duties.
(4) Overview of liability limitation agreements
The Company has liability limitation agreements in place with
its outside director and outside corporate auditors in accor-
dance with Article 427, Paragraph 1, of the Companies Act to
limit liabilities provided under Article 423, Paragraph 1. These
agreements limit the liability of the outside director and each
outside corporate auditor to ¥10 million or the legally specified
amount, whichever is greater, on condition that the director or
the auditors have performed their duties in good faith and
without gross negligence.
(5) Prescribed number of directors
The Company’s Articles of Incorporation stipulate that the
number of directors shall not exceed 12.
(6) Resolution requirements for election of directors
The Company’s Articles of Incorporation stipulate that reso-
lutions for the election of directors shall be made by the majori-
ty of the votes of shareholders present at the Company’s
general meeting of shareholders where shareholders in
attendance hold one-third or more of outstanding voting rights.
(7) Institutions that determine appropriation of surplus
The Company’s Articles of Incorporation stipulate that matters
provided under Article 459, Paragraph 1, of the Companies Act
may be determined by the Company’s Board of Directors,
unless legally stipulated otherwise. The objective of this provision
is to expand the range of options enabling expeditious capital
measures.
(8) Special resolutions requirements at general
meetings of shareholders
The Company’s Articles of Incorporation stipulate that the spe-
cial resolutions provided under Article 309, Paragraph 2, of the
Companies Act may be passed by a majority of two-thirds or
more of the votes of shareholders present at the Company’s
general meeting of shareholders where shareholders in
attendance holding one-third or more of outstanding voting
rights. The objective of this relaxation of special resolution
requirements is to ensure the smooth proceedings of general
meetings of shareholders.
#H2-14-07ｽｸｴﾆ-欧文 07.8.31 14:27 ページ13