On October 15, 2015, the Ministry of Economic Affairs issued a ruling concerning Article 235- 1 of the Company Act, stating that (1) where employees’ compensation is specified in the articles of incorporation as to be between a set range or to be above a certain minimum threshold, the yearly distributing ratio for employees’ compensation shall be decided by a special resolution adopted by a meeting of the board of directors; in addition, the power to decide the distributing ratio is a statutory power granted to the board of directors, and cannot be decided by way of the articles of incorporation; (2) after modification of the articles of incorporation in accordance with Article 235-1, employees' compensation may be distributed by a special resolution adopted by a meeting of the board of directors; however, if the distribution requires a modification of the articles to increase the company’s capital, the board of directors may adopt a conditional resolution stating that “employees’ compensation shall be distributed in new shares only if the shareholders’ meeting adopts a resolution to modify the articles to increase the capital, otherwise the compensation will be in cash”; (3) a company shall not distribute directors’ compensation unless it has been specified in the articles, and a resolution adopted by the shareholders’ meeting cannot establish authority for such compensation; (4) if the directors’ compensation specified in the articles is in the form of a ratio of profit, such ratio must be set out as a maximum threshold (unless the registration had been completed before this ruling was released), and the yearly distributing ratio shall be decided by a special resolution adopted by a meeting of the board of directors.