Epson 2015 Annual Report Download - page 44
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43
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 task of building an organization
capable of aggressive business expansion, and allows the corporate 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 the
smooth operation of the general shareholders’ meeting by relaxing the quorum requirements for special
resolutions at the general shareholders’ meeting.