CSR Report2019

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 efcient administration of business operations. The Lintec Group aims to increase its corporate value by continually improving its corporate governance and common benet to shareholders.Corporate Governance FrameworkFor 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 132Operating global governanceEnsuring social complianceMaking contributions to sustainable consumptionPracticing Sincerity*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*3 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 governanceLintec Group’s thinkingMaterialitythe executive ofcer system, Lintec separates directors in charge of making decisions on important management issues from executive ofcers 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 ofcers.Compliance with the Corporate Governance Code*3Lintec 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 insufciencies to continue its improvement efforts.ComplianceAll employees at the Lintec Group are committed to disciplining themselves based on the corporate motto of “Sincerity and Creativity.”“Compliance self-check sheet” and “compliance training materials” are published in the Lintec intranet.All employees use these materials for checking their conduct and conducting compliance learning activities in their departments.■ Corporate Governance SystemOperationsAppointment/dismissalAccount auditingInternal control auditingInternal auditingAuditing/supervisingAppointment/dismissalAppointment/dismissalPromotingCorporate Governance CommitteePresidentManagement meetings[Directors and executive ofcers]Cooperation[Independent Outside Director & Representative Director]ConsultationAdvice/suggestionOperational implementation[Directors]Board of DirectorsInstructionReportingReportingAdministrative Division, Marketing Division,Production Division, Research and Development Division,Domestic and Overseas Group CompaniesReporting/recommendingCSR ManagementOfceDecision makingAudit and SupervisoryCommittee Directors ascommittee membersCorporate RiskManagement CommitteeExecutive General Managers &General Managers at Head OfceIndependent AuditorsAudit OfceGeneral Meeting of ShareholdersReportingCooperation16Please visit our website for relevant topics, such as compliance with the antitrust law and BCMS drills.

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