SEC Info - Konami Corp - ‘20-F’ for 3/31/07

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Konami Corp – ‘20-F’ for 3/31/07 – EX-1.3

On: Thursday, 8/2/07, at 7:39am ET · For: 3/31/07 · Accession #: 1193125-7-168822 · File #: 1-31452

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/02/07  Konami Corp                       20-F        3/31/07   10:2.8M                                   RR Donnelley/FA

Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report                                       HTML   2.19M 
 2: EX-1.1      Articles of Incorporation                           HTML     53K 
 3: EX-1.2      Share Handling Regulations                          HTML     49K 
 4: EX-1.3      Regulations of the Board of Directors               HTML     50K 
 5: EX-1.4      Regulations of the Board of Corporate Auditors      HTML     91K 
 6: EX-8.1      List of Subsidiaries                                HTML     14K 
 7: EX-12.1     Certification of the Chief Executive Officer        HTML     15K 
                          Required by Rule 13A-14(A)                             
 8: EX-12.2     Certification of the Chief Financial Officer        HTML     15K 
                          Required by Rule 13A-14(A)                             
 9: EX-13.1     Certification of the CEO Required by Rule           HTML      8K 
                          13A-14(B) and the United States Code                   
10: EX-13.2     Certification of the CFO Required by Rule           HTML      8K 
                          13A-14(B) and the United States Code

EX-1.3 — Regulations of the Board of Directors

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Regulations of the board of directors

Exhibit 1.3

(Translation)

REGULATIONS OF THE BOARD OF DIRECTORS

(Amended as of September 21, 2006)

KONAMI CORPORATION

(Translation)

REGULATIONS OF THE BOARD OF DIRECTORS

KONAMI CORPORATION (the “Company”)

CHAPTER I

GENERAL PROVISIONS

Article 1. (Purpose)

The matters concerning the Board of Directors of the Company shall, unless otherwise provided by laws or regulations or in the Articles of Incorporation, be governed by the provisions of these regulations of the Board of Directors (these “Regulations”).

Article 2. (Composition and Authority)

The Board of Directors shall be composed of all the Directors, determine material business management of the Company, and supervise the performance of the duties of the Directors.

The Corporate Auditors shall attend the meetings of the Board of Directors, and if necessary, must express opinions thereat.

Article 3. (Attendance

of Those Other than Directors or Corporate Auditors at Meetings of the Board of Directors)

When it is deemed necessary in the opinion of the Chairperson, the Board of Directors may let those other than the Directors or the Corporate Auditors attend the meetings of the Board of Directors and seek their opinions or explanations at such meetings.

Article 4. (Holding of Meetings)

The meetings of the Board of Directors shall be convened once a month; provided, however, that such meeting may be adjourned with a prior notice.

In addition to the preceding paragraph, the meetings of the Board of Directors may be convened from time to time whenever necessary.

Article 5. (Place)

The meetings of the Board of Directors shall be held at the head office of the Company; provided, however, the meetings may be held at other places or through television conference system whenever necessary.

CHAPTER II

CONVOCATION

Article 6. (Convocation of Meetings)

The meetings of the Board of Directors shall be convened by the Chairman or the President of the Company. In case both the Chairman and the President are unable to act in this capacity, one of the other Directors shall act in his/her place pursuant to the order previously determined by the Board of Directors.

Article 7. (Convocation Request)

A Director who is not the convener may request convocation of a meeting of the Board of Directors by submitting to the convener a request indicating the purpose of the meeting.

A Corporate Auditor may request the convener to convene a meeting of the Board of Directors when such meeting is deemed necessary under laws or regulations.

Article 8. (Convocation Procedures)

Notice of the convocation of the meetings of the Board of Directors shall be dispatched to each Director and each Corporate Auditor by three (3) days prior to the date of such meetings; provided, however, that such period may be shortened in case of an emergency.

Notice of the convocation of the meetings of the Board of Directors shall be made in a written form with the descriptions of date and place of the meeting to be held. When the attendance to the meeting through television conference system is admitted, such notice of convocation of the meeting shall have the description of the fact that such attendance is possible, and the place where a Director and a Corporate Auditor may attend the meeting by using the television conference system.

Notices set forth in the preceding paragraph may be omitted and oral notices may be made, and notices of the purposes of the meeting may be omitted in case of an emergency.

CHAPTER III

PROCEEDINGS

Article 9. (Chairperson)

The Chairman or the President of the Company shall, unless otherwise provided by laws or regulations, act as the Chairperson of the Board of Directors. In case both the Chairman and the President are unable to act in this capacity, one of the other Directors shall act in his/her place pursuant to the order previously determined by the Board of Directors.

Article 10. (Matters to Be Discussed)

The matters to be discussed at the meetings of the Board of Directors shall be as listed in the attachment.

Article 11. (Post Facto Approval)

When a certain subject cannot be discussed at the meetings of the Board of Directors due to an emergency or other unavoidable reasons, the Representative Director may, notwithstanding the preceding Article, deal with the subject.

In case of the preceding paragraph, the Representative Director shall, without delay, submit the relevant fact to the meeting of the Board of Directors and obtain the approval thereof.

Article 12. (Resolutions)

A resolution of the Board of Directors shall be adopted by the majority of the Directors present at the meeting at which the majority of the Directors are present.

A director who has a special interest with regard to any matter to be resolved at the meetings of the Board of Directors shall not be entitled to participate in voting on such matter. In this case the relevant Director shall not be counted in the number of present/absent Directors.

Article 13. (Omission of Resolution)

Notwithstanding the preceding Article, if a Director submits a proposal regarding a matter, which is the subject of a resolution by the Board of Directors, and all other Directors (limited to those Directors who may participate in the voting for such proposal) indicate their consent to the said proposal, either in writing or through electromagnetic records, the Company shall deem that such proposal has been adopted by resolution of the Board of Directors (unless a Corporate Auditor expresses its objection to said proposal).

Article 14. (Minutes)

The proceedings and results of the meetings of the Board of Directors and other matters provided by laws and regulations shall be listed or recorded in the minutes, which shall bear the names and seal impressions or electronic signatures of the Directors and the Corporate Auditors present.

The minutes of the preceding paragraph shall be kept at the head office for ten (10) years from the date of the meeting of the Board of Directors.

When a resolution of the Board of Directors has been deemed to be adopted in accordance with Article 13, the contents of the proposals which have been deemed to be adopted and other matters provided by laws and regulations shall be listed or recorded in the minutes.

The minutes of the preceding paragraph and a document or electronic record indicating or recording the consents of Directors under Article 13 shall be kept at the head office for ten (10) years from the date on which the resolution of the Board of Directors was deemed to be adopted.

SUPPLEMENTARY PROVISIONS

Article 1. (Enforcement Date)

These Regulations shall be enforced as of December 1, 1983.

Article 2. (Amendment and Abolishment)

These Regulations shall be amended and/or abolished by the resolution of the Board of Directors.

SUPPLEMENTARY PROVISION