Epson 2013 Annual Report Download - page 41

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40
Director and auditor exemption from liability
When liability falls under the requirements stipulated in Article 426, Paragraph 1, of the Japanese
Companies Act, the Company’s Articles of Incorporation allow the Company to exempt the directors and
auditors from liability for damages in Article 423, Paragraph 1, of the Japanese Companies Act up to the
amount remaining after the legal minimum liability is deducted from the total liability amount by resolution
of the board of directors. This allows the directors to fully apply themselves to their expected role of
building an organization capable of aggressive business expansion, and allows the statutory auditors to
fulfill their functions accordingly.
Interim dividend
The Company’s Articles of Incorporation allow the Company to declare an interim dividend with a date of
record of September 30 every year by resolution of the board of directors. This provides the Company with
flexibility in paying dividends to shareholders.
(11) Special resolution requirements of the General Shareholders’ Meeting
The Company’s Articles of Incorporation set forth the requirements for a special resolution of the general
shareholders’ meeting stipulated in Article 309, Paragraph 2, of the Japanese Companies Act as a two-thirds
majority vote by at least one third of shareholders with voting rights. This policy is intended to ensure
smooth operation of the general shareholders’ meeting by relaxing the quorum requirements for special
resolutions in the general shareholders’ meeting.