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Corporate Governance

The Lintec Group regards the basics of corporate governance to be the practice of thoroughgoing compliance, maximum management transparency, awareness of corporate ethics, rapid decision-making, and efficient administration of business operations. The Lintec Group aims to increase its corporate value by continually improving its corporate governance and common benefit to shareholders.

Corporate Governance Framework

For organizational design*1, Lintec has chosen to be a company with an audit and supervisory committee*2, and appoints directors as Audit and Supervisory Committee members to enhance the function of supervising the Board of Directors, with the aims of stepping up corporate governance and improving management further.

Lintec has four outside directors (three men and one woman), including three directors (two men and one woman) who serve as Audit and Supervisory Committee members. With the adoption of the executive officer system, Lintec separates directors in charge of making decisions on important management issues from executive officers in charge of business operations.

In addition, the Corporate Governance Committee, comprising two independent outside directors and a representative director and chaired by an independent outside director, has been established as an advisory body for the Board of Directors. The Committee checks the validity of remuneration and personnel affairs of corporate officers.

Corporate Governance System
  • *1 Organizational design: Determining the structure of organizations (e.g., shareholder meeting, board of directors) in charge of decision-making or operation of a joint-stock company.
  • *2 A company with an audit and supervisory committee: A stock company where its audit and supervisory committee, comprising more than three directors (with outside directors as a majority) as committee members, audits and supervises how directors administer business operations.
Actions taken to enhance corporate governance
FY Actions
2004
  • Appointed an outside director, first in the company
2006
  • Established the Audit Office
  • Reformed the executive compensation system (abolished retirement benefits and introduced stock options)
  • Established the Remuneration Assessment Advisory Meeting (to check the validity of remuneration of corporate officers)
2008
  • Established CSR Management Office
  • Increased the number of outside directors from one to two
2011
  • Adopted executive officer system; decreased the number of directors significantly from 18 to 10
2015
  • Shifted to a company with an audit and supervisory committee (from a company with a board of auditors)
  • Set the number of board members at 16 (including four directors serving as audit and supervisory committee members and four outside directors)
  • Complied with principles of the Corporate Governance Code
2018
  • Reformed the executive compensation system (for the long-term incentive plan, replaced stock options with restricted stocks in order to encourage directors' holding of treasury stocks)
  • Abolished the buyout countermeasure (anti-takeover measure)
  • Established the Corporate Governance Committee, comprising two independent outside directors and a representative director and chaired by an independent outside director, as an advisory body for the Board of Directors to check the validity of remuneration and personnel affairs of corporate officers (Remuneration Assessment Advisory Meeting was dissolved as a result)

Compliance with the Corporate Governance Code*

Lintec complies with principles of the Corporate Governance Code. The Code was revised in 2018, and Lintec has taken necessary measures, such as the establishment of the Corporate Governance Committee.

Lintec will continue to comply with and implement the Corporate Governance Code. In light of social situations and the progress of its initiatives, Lintec holds discussions with top management and outside directors regarding insufficiencies to continue its improvement efforts.

  • Corporate Governance Code: A compilation of key principles set out by the Financial Services Agency and Tokyo Stock Exchange in the form of a code that listed companies in Japan are expected to comply with as a means of enhancing corporate governance.

Remuneration of Corporate Officers

1. Total remuneration by corporate officer type, remuneration type, and number of officers included

Executive category Total compensation
(million yen)
Total compensation by category
(million yen)
No. of officers covered
(persons)
Basic compensation Stock options Bonus
Director
(excl. Audit & Supervisory Committee member)
(excl. outside director)
401 289 38 74 11
Director
(Audit & Supervisory Committee member)
(excl. outside director)
19 19 - - 1
Outside director 21 21 - - 4

2. Policy regarding decisions on amounts of director remuneration

  1. (1) Director remuneration (excluding Audit & Supervisory Committee members)

    Remuneration of directors (excluding outside directors and Audit & Supervisory Committee members) consists of three types: basic remuneration, bonuses, and restricted stock.
    Bonuses are offered as short-term incentives (remuneration linked to business performance) and paid in amounts adjusted based on consolidated business results. Restricted stock is offered as long-term incentives, looking to increase directors' motivation for raised share prices and corporate value.
    The amounts of remuneration are decided by the Board of Directors in accordance with the Company's internal rules on director remuneration, within totals approved at the General Meeting of Shareholders. With the aim of improving objectivity and transparency, the Corporate Governance Committee has been formed as an advisory body for the Board of Directors to provide advice and recommendations.

  2. (2)Director remuneration (excluding Audit & Supervisory Committee members)

    The amounts of remuneration are decided by the Board of Directors in accordance with the Company's internal rules on director remuneration, within totals approved at the General Meeting of Shareholders.

  3. (3)Director remuneration (Audit & Supervisory Committee members)

    The amounts of remuneration are discussed and decided by the Audit & Supervisory Committee in accordance with the Company's internal rules on director remuneration, within totals approved at the General Meeting of Shareholders.