Articles of incorporation

(Name)

Article 1. The name of the Foundation shall be the SGH Foundation (Japanese name: SGH Zaidan).

(Office)

Article 2. The Foundation’s main office shall be located in the city of Kyoto.

(Purpose)

Article 3. The purpose of the Foundation is to contribute to a broad range of multifaceted social activities to create a vital global community. Toward this end, the Foundation shall engage in activities such as subsidizing research and projects to contribute to the economy, industry, education, and culture and to the promotion and progress of medicine and welfare.

(Businesses)

Article 4. The Foundation shall engage in the following business to achieve the purpose described in the preceding article:
 (1) Providing scholarships to support international students from Southeast Asian nations
 (2) Providing grants, awards, and other support for basic and applied clinical research on cancer
 (3) Projects to support the transport and logistics that support economic and industrial activities
 (4) Information and data collection, publishing, holding lectures, and other activities to promote and raise awareness related to each of the above
 (5) Other business that is necessary to achieve the purposes of the Foundation
2. The businesses described in the preceding paragraph shall be conducted across Japan and overseas.

(Basic assets)

Article 5. Basic assets refer to assets specified by the Administrative Board as essential to carrying out the businesses identified as the purposes of the Foundation.

2. Basic assets must be managed with the due care of a good manager for achieving the purposes of the Foundation, as stipulated separately by the Board of Trustees. The prior approval of the Administrative Board and the Board of Trustees shall be required before disposing of any of the basic assets or eliminating any assets from the basic assets.

(Business year)

Article 6. The Foundation’s business year shall start on April 1 of each calendar year and end on March 31 of the following calendar year.

(Business plan and budget of revenues and expenditures)

Article 7. The Foundation’s business plan, statement of revenues and expenditures, budget of revenues and expenditures, and documents describing projected fund raising and capital investment must be prepared by the Chair and approved by the Administrative Board by the day before the starting date of each business year. The same shall apply to any revisions thereto.

2. The documents described in the preceding paragraph shall be retained at the main office and made available for public viewing until the end of the applicable business year.

(Business Report and settlement of accounts)

Article 8. For purposes of the Foundation’s Business Report and settlement of accounts, the Chair must prepare the following documents, and they must be approved by the Administrative Board following auditing by Auditors, after the end of each business year.
 (1) Business Report
 (2) Detailed statement annexed to the Business Report
 (3) Balance Sheet
 (4) Statement of Changes in Net Assets
 (5) Detailed statement annexed to the Balance Sheet and the Statement of Changes in Net Assets
 (6) Asset Inventory
2. Among the documents approved as described in the preceding paragraph, those described in Subparagraphs 1, 3, 4, and 6 must be submitted to the Regular Meeting of the Board of Trustees, in which the content of the document under Subparagraph 1 shall be reported and the remainder of these documents must be approved.
3. In addition to the documents described in Paragraph 1, the following documents shall be retained at the main office and made available for public viewing for five years and the Articles of Incorporation shall be retained at the main office and made available for public viewing.
 (1) Audit Report
 (2) List of Directors, Auditors, and Trustees
 (3) Documents describing the standards for payment of remuneration etc. to Directors, Auditors, and Trustees
 (4) Documents describing a summary of the management organization and the state of business activities and important related figures

(Exercise of voting rights on stock held)

Article 9. The prior approval of at least two-thirds of the total (current) number of Director in an Administrative Board is required before the Foundation exercises voting rights on stock it holds.

(Calculation of balance of assets acquired for public-interest purposes)

Article 10. Pursuant to the provisions of Article 48 of the Enforcement Regulations of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, each business year the Chair must calculate the balance of assets acquired for public-interest purposes as of the ending date of the business year and describe them in the document described under Article 8, Paragraph 3, Subparagraph 4

(Trustees)

Article 11. The Foundation shall have from five to seven Trustees.

(Appointment and dismissal of Trustees)

Article 12. Appointment and dismissal of Trustees shall be conducted by the Board of Trustees in accordance with the provisions of Articles 179 through 195 of the Act on General Incorporated Associations and General Incorporated Foundations
2. When appointing a Trustee, the requirements of the following subparagraphs must be satisfied:
 (1) The total number of Trustees meeting any of the descriptions A through F below must not exceed one-third of the grand total number of Trustees:
　A. The Trustee and his or her spouse or a family member within three degrees of consanguinity
　B. A person in a common-law marriage with the Trustee for which no registration of marriage has been submitted
　C. An employee of the Trustee
　D. A party other than those under B and C living on the funds or other assets of the Trustee
　E. A spouse of a person under C or D
　F. A person within three degrees of consanguinity of a person under B-D living on the same household budget as that person
 (2) The total number of Trustees in posts meeting any of the descriptions A through D below with another foundation of the same type (not including a public service foundation or a public interest incorporated foundation) must not exceed one-third of the grand total number of Trustees:
　A. Directors
　B. Employees
　C. Other Board Members other than Directors (or Representatives or Managers of unincorporated foundations for which Representatives or Managers have been appointed) or employees executing business of another foundation of the same type
　D. Personnel of any of the following foundations (not including members of parliament or members of regional assemblies):
　(i) National institutions
　(ii) Local public institutions
　(iii) Incorporated administrative agencies under Article 2, Paragraph 1 of the Act on General Rules for Incorporated Administrative Agencies
　(iv) National University Corporations under Article 2, Paragraph 1 of the National University Corporation Act or inter-university research institute corporations under Paragraph 3 of that Article
　(v) Local incorporated administrative agencies under Article 2, Paragraph 1 of the Local Incorporated Administrative Agency Act
　(vi) Special corporations (i.e., corporations established specially under specific laws and subject to application of the provisions of Article 4, Paragraph 15 of the Ministry of Internal Affairs and Communications Establishment Act) or authorized corporations (i.e., corporations established specially under specific laws and for which the authorization of an administrative agency is required for their establishment)
3. A Trustee may be dismissed through a resolution of the Board of Trustees in any of the following cases:
 (1) When the Trustee has violated or neglected his or her duties
 (2) When the Trustee is impeded from performing or unable to withstand his or her duties due to physical or mental disability

(Composition of Trustees)

Article 13. The total number of Foundation Trustees in special relationships with Directors, family members of Directors or others in special relationships with them, or in special relationships with Trustees, family members of Trustees or others in special relationships with them, may not exceed one-third of the total number of Trustees. In addition, the Trustees may not include any Auditors or any persons who have special relationships with Auditors such as family members of Auditors.

(Term)

Article 14. The term of office of a Trustee shall extend until the closing of the Regular Meeting of the Board of Trustees for the final business year ending within four years after the Trustee’s appointment.
2. The term of office of a Trustee appointed to fill a vacancy due to resignation of a Trustee prior to the end of his or her term of office shall extend until the end of the term of office of the resigned Trustee.
3. A Trustee whose term of office has expired or who has resigned shall continue to be subject to the rights and obligations of a Trustee until the newly appointed Trustee takes office if his or her absence would result in failure to satisfy the quorum described in Article 11.

(Trustee remuneration etc.)

Article 15. Trustees shall be paid remuneration etc. in amounts calculated based on the payment standards for remuneration etc. established separately by the Board of Trustees, not to exceed a grand total of 5 million yen per fiscal year.

(Composition)

Article 16. The Board of Trustees shall consist of all Trustees.

(Authority)

Article 17. The Board of Trustees shall make decisions on the following matters:
 (1) Appointment or dismissal of Trustees, Directors, and Auditors
 (2) Amounts of remuneration etc. or Directors and Auditors
 (3) Standards for payment of remuneration etc. to Trustees
 (4) Approval of the Balance Sheet and the Statement of Changes in Net Assets
 (5) Changes to the Articles of Incorporation
 (6) Disposal of residual assets
 (7) Approval of disposal or elimination of basic assets
 (8) Other matters specified by laws, regulations, or these Articles of Incorporation as being subject to decision by the Board of Trustees

(Meetings)

Article 18. The Board of Trustees shall meet once each fiscal year, in June, as the Regular Meeting of the Board of Trustees and shall meet at other times as necessary.

(Convocation)

Article 19. Except as provided for otherwise by laws and regulations, a meeting of the Board of Trustees shall be convened by the Chair based on a resolution of the Administrative Board.

2. A Trustee may demand that the Chair convene a meeting of the Board of Trustees by identifying the matter to be subject to the meeting and the reason for convocation.

(Chair)

Article 20. The Chair of the Board of Trustees shall be appointed through mutual voting by Trustees in the Board of Trustees.

(Resolutions)

Article 21. A resolution of the Board of Trustees shall be passed with the majority of votes of Trustees in attendance in a meeting attended by a majority of Trustees, not including those having special interests in the resolution.
2. Notwithstanding the provisions of the preceding paragraph, a resolution on any of the following matters shall require a majority of at least two-thirds of votes of Trustees, not including those having special interests in the resolution.
 (1) Dismissal of Auditors
 (2) Standards for payment of remuneration etc. to Trustees
 (3) Changes to the Articles of Incorporation
 (4) Approval of disposal or elimination of basic assets
 (5) Other matters specified by laws and regulations
3. Appointment of each Director or Auditor must be conducted through a resolution as described in Paragraph 1, for each candidate. If the total number of candidate Directors or Auditors exceeds the number specified in Article 23, then they shall be appointed in order by number of votes from among the candidates who received majority support, starting with those who received the most votes, until the specified number has been reached.

(Minutes)

Article 22. Minutes of the Board of Trustees shall be prepared as provided for in laws and regulations.

2. The minutes described in the preceding paragraph shall be signed and sealed by the Chair as well as two signatories chosen from among the Trustees who attended the Board of Trustees meeting.

(Establishment of positions of Board Members)

Article 23. The Foundation shall establish the positions of the following Board Members:
 (1) From five to seven Directors
 (2) Up to three Auditors
2. One Director shall serve as the Chair. In addition, one other Director may serve as an Executive Director.
3. The Chair described in the preceding paragraph shall serve as the Representative Director under the Act on General Incorporated Associations and General Incorporated Foundations.

(Appointment of officers)

Article 24. Directors and Auditors shall be appointed through resolutions of the Board of Trustees.
2. The Chair and the Executive Director shall be appointed from among the Directors through resolution of the Administrative Board.

(Composition of Board Members)

Article 25. The total number of Foundation Directors in special relationships with Directors, family members of Directors or others in special relationships with them may not exceed one-third of the total number of Directors (currently in office).
2. The Foundation’s Auditors may not include Directors (including their family members or others in special relationships with them), Trustees (including their family members or others in special relationships with them), or employees of the Foundation. In addition, individual Auditors may not be family members or others in special relationships with other Auditors.

(Duties and authority of Directors)

Article 26. Directors shall be members of the Administrative Board and shall perform their duties in accordance with laws, regulations, and these Articles of Incorporation.
2. The Chair shall represent the Foundation and perform his or her duties in accordance with laws, regulations, and these Articles of Incorporation, and the Executive Director shall execute Foundation business as stipulated separately by the Administrative Board.
3. The Chair and the Executive Director must report to the Administrative Board on the state of performance of their duties at least twice each business year, in intervals of longer than four months.

(Duties and authority of Auditors)

Article 27. Auditors shall audit the performance of the duties of Directors and prepare audit reports pursuant to laws and regulations.
2. Auditors may, at any time, demand business reports from Directors and employees and investigate the state of the Foundation’s operations and finances.

(Term of Office of Board Members)

Article 14. The term of office of a Director shall extend until the closing of the Regular Meeting of the Board of Trustees for the final business year ending within two years after the Director’s appointment.
2. The term of office of an Auditor shall extend until the closing of the Regular Meeting of the Board of Trustees for the final business year ending within four years after the Auditor’s appointment.
3. The term of office of a Director or Auditor appointed to fill a vacancy due to resignation of a Director or Auditor prior to the end of his or her term of office shall extend until the end of the term of office of the predecessor.
4. A Director or Auditor whose term of office has expired or who has resigned shall continue to be subject to the rights and obligations of a Director or Auditor until the newly appointed Director or Auditor takes office if his or her absence would result in failure to satisfy the quorum described in Article 23.

(Dismissal of Board Members)

Article 29. A Director or Auditors who meets any of the following descriptions may be dismissed through a resolution of the Board of Trustees:
 (1) When the Trustee has violated or neglected his or her duties
 (2) When the Trustee is impeded from performing or unable to withstand his or her duties due to physical or mental disability

(Remunerations, etc.)

Article 30. Directors and Auditors shall be paid remuneration etc. in amounts calculated based on the payment standards for remuneration etc. established separately by the Board of Trustees, not to exceed the grand total amount established separately by the Board of Trustees.

(Advisors)

Article 31. The Foundation may appoint advisors as it sees fit.
2. Advisors shall perform the following duties:
 (1) Responding to consultation by the Chair
 (2) Expressing opinions for reference when asked to by the Chair
3. Advisors shall be appointed and dismissed through resolution of the Administrative Board.
4. Remuneration etc. and other necessary matters concerning advisors shall be established separately through resolutions by the Administrative Board.

(Composition)

Article 32. The Administrative Board shall consist of all Directors.

(Authority)

Article 33. The Administrative Board shall perform the following duties:
 (1) Making decisions on Foundation business execution
 (2) Overseeing the performance of the duties of Directors
 (3) Appointment and dismissal of the Chair and the Executive Director
 (4) Other matters as provided for by laws and regulations or these Articles of Incorporation

(Meetings)

Article 34. The Administrative Board shall meet regularly twice each fiscal year and at other times as necessary.

(Convocation)

Article 35. An Administrative Board shall be convened by the Chair.
2. In the event of the absence or incapacitation of the Chair, another Director shall convene the Administrative Board, in the order pre-established by the Administrative Board.

(Chair)

Article 36. The Chair shall chair the Administrative Board. However, in the event of the absence or incapacitation of the Chair, another Director shall chair the Administrative Board, in the order pre-established by the Administrative Board.

(Resolutions)

Article 37. A resolution of the Administrative Board shall be passed with the majority of votes of Directors in attendance in a meeting attended by a majority of Directors, not including those having special interests in the resolution.
2. When a Director has proposed a matter subject to an Administrative Board, a resolution for the proposal shall be deemed to be passed in the Administrative Board if all Directors able to participate in a resolution on the proposal have indicated their intent to approve the proposal, in writing or through electromagnetic records (unless an Auditor has objected to the proposal).

(Minutes)

Article 38. Minutes of the Administrative Board shall be prepared as provided for in laws and regulations.
2. The Chair and Auditors in attendance shall sign and seal the minutes described in the preceding paragraph.

(Committees)

Article 39. The Foundation shall establish judges’ committees to screen persons eligible for the programs described in Article 4, Paragraph 1, Subparagraphs 1 and 2.
2. Each judges’ committee shall have from four to 12 members.
3. Judges’ committee members shall be appointed by the Administrative Board from among academic experts and expert practitioners.
4. Necessary matters concerning the duties, composition, and management of a judges’ committee shall be established separately through resolutions of the Administrative Board.

(Establishment etc.)

Article 40. A Secretariat shall be established to process administration of the Foundation.
2. A General Secretary and other personnel shall be assigned to the Secretariat.
3. The General Secretary shall be appointed and dismissed by the Chair with the approval of the Administrative Board, and personnel other than the General Secretary shall be appointed and dismissed by the Chair.
4. Matters necessary for the organization and management of the Secretariat shall be determined by the Chair through resolutions of the Administrative Board.

(Changes to the Articles of Incorporation)

Article 41. These Articles of Incorporation may be amended through a resolution of the Board of Trustees.

2. The provisions of the preceding paragraph also shall apply to Article 3, Article 4, and Article 12 of these Articles of Incorporation.

(Dissolution)

Article 42. The Foundation shall be dissolved if it is unable to carry out its intended business successfully due to the loss of basic assets or for other reasons pursuant to laws and regulations.

(Disposition associated with cancellation of official certification etc.)

Article 43. If the Foundation has been subjected to cancellation of its official certification or extinguishment as a corporation due to merger (unless the corporation succeeding to its rights and obligations is a public service corporation or a public interest incorporated foundation), then within one month from the date of cancellation of its official certification or the date of such merger it shall, through a resolution of the Board of Trustees, grant to a corporation or national or local government agency as stipulated in Article 5, Paragraph 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations assets in an amount equivalent to the balance of assets acquired for public-interest purposes.

(Ownership of residual assets)

Article 44. Any residual assets in liquidation of the Foundation shall, through a resolution of the Board of Trustees, be granted to a national or local government agency or a corporation as listed in Article 5, Paragraph 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations that qualifies as a public utility foundation etc. under Article 40, Paragraph 1 of the Act on Special Measures Concerning Taxation.

(Method of Public Announcements)

Article 45. The Foundation’s public announcements shall be made through electronic public announcements.

2. If it is unable to use the electronic public announcements in the preceding paragraph due to an incident or other unavoidable reason, the Foundation’s public announcements shall be made through publication in the official gazette.