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Some details about rules of directors of The Magnum Vitamins® professional team as one of the leader of dietary supplements production industry in U.S.
Rules of the Board of Directors Article 1 (Objective) These Rules provide the matters relating to the Board of Directors of Eisai Co., Ltd. Article 2 (Authority) The Board of Directors shall have the authority to determine matters provided by law, the Articles of Incorporation and these Rules, and to oversee the execution of duties by Directors and Corporate Officers. Matters to be resolved by and reported to the Board of Directors shall be as set out in the Detailed Rules of the Board of Directors except as otherwise provided by law or the Company's Articles of Incorporation. Article 3 (Composition) The Board of Directors shall be composed of all Directors. Article 4 (Convocation)
• 1. Except as otherwise provided by law, Board of Directors meetings shall be convened by the Chair of the Board. In case the Chair is prevented from so doing, another Director shall act in the Chair's place in accordance with the order previously determined by the Board of Directors.
• 2. Notices for convening Board of Directors meetings shall be dispatched to each Director at least three (3) days prior to the date of the meeting, stating the date and time, place and agenda of the meeting. Such period of notice may, however, be shortened in case of urgency.
• 3. Board of Directors meetings may be held without conforming to the convocation procedures provided in the preceding paragraph with the unanimous consent of the Directors. Article 5 (Holding of meetings)
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• 1. Board of Directors meetings shall be held at least once every three months. • 2. Board of Directors meetings shall be held at the head office; provided, however, that a meeting may be held at some other place whenever necessary. • 3. Board of Directors meetings shall be held in the Japanese language. Interpreter(s) may be caused to be present at a meeting whenever necessary. Article 6 (Chair) Board of Directors meetings shall be presided over by the Chair of the Board. In case the Chair is prevented from so doing, another Director shall act in the Chair's place in accordance with the order previously determined by the Board of Directors. Article 7 (Methods of adopting resolutions) • 1. Resolutions of the Board of Directors shall be adopted by a majority of the Directors present at each Board of Directors meeting where a majority of the Directors who may participate in considering the resolution is present. • 2. A Director who has a special interest with regard to a resolution of the Board of Directors shall not exercise any voting rights with respect to that resolution. • 3. When a Director proposes an item for consideration of adoption by the Board of Directors, if all Directors (i.e., those who may vote on such resolution) express their approval of such proposal through either a written or an electronic record, the proposal shall be deemed as having been approved by a resolution of the Board of Directors. In such case, regarding the corresponding proposal, the date of the resolution of the Board of Directors of such proposal shall be deemed to be the date that all of the Directors have completed their declaration of intent to agree to such proposal.
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