Integrated Report 2019

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ESG54LINTEC INTEGRATED REPORT 2019GovernanceBasic PhilosophyThe Group believes that the fundamentals of corporate governance are to achieve thorough legal compliance, to increase management transparency and promote corporate ethics, and to make prompt decisions and effectively execute operations. By enhancing and reinforcing corporate governance, we aim to further increase our corporate value and joint profits with shareholders.Corporate Governance System1 Corporate Governance SystemThe Company has selected the Company with Audit & Supervisory Committee system described in the Companies Act of Japan for its organizational structure. The Company has placed directors that are also Audit & Supervisory Committee members with voting rights on its Board of Directors in order to strengthen the Board’s supervisory function, with a view to stepping up corporate gover-nance and to streamlining management even further. The Company has appointed 14 directors, of whom three are Audit & Supervisory Committee members and four are outside directors.Held once a month to make important decisions with regard to management, Board of Directors’ meetings are also held on an ad hoc basis as necessary to strive for rapid decision making. Primarily comprising executive officers (including directors serving concurrently) responsible for the execution of business, manage-ment meetings are also held once a month and endeavor to streamline business operations through the sharing of information among all business divisions. P54 DiagramAThe Audit & Supervisory Committee meets once a month and conducts monitoring audits that focus on matters reported from the Audit Office, which is the Company’s internal audit division. In addition to performing audits covering the appropriateness and legality of the execution of directors’ duties, each and every Audit & Supervisory Committee member also plays a role in supervising the execution of the directors’ duties through the exercise of the voting rights on the Board of Directors. P54 DiagramB• Evaluation of Board of Directors’ effectivenessIn April 2019, the Company conducted an evaluation of the effec-tiveness of the Board of Directors. Details are as follows.<>A survey regarding the evaluation of the effectiveness of the Company’s Board of Directors was implemented through a ques-tionnaire and open-ended questions, which were submitted to all directors. The representative directors analyzed and evaluated the results of this survey, and the Board of Directors decided to execute measures to further enhance the supervision function, such as strengthening Group company management and carrying out con-tinual monitoring of large-scale investment projects. Following these processes, the final evaluation of the effectiveness of the Board of Directors overall was received from the outside directors, who are independent officers of the Company. The outside directors stated that the survey questions and method were generally rational and that the approach of using a PDCA cycle*, in which measures for the following year are examined based on survey responses, was a reliable means of ensuring the effectiveness of the Board of Directors. In addition, the outside directors also stated that, in regard to the role and ideal situation of the Board of Directors, there was a need for flexible consideration in accordance with the General Meeting of ShareholdersBoard of Directors(Directors)Representative DirectorsManagement decisionsOperational executionManagement Meetings(Executive Officers)Operational Execution Divisions• Administrative Division• Marketing Division• Production Division• Research and Development Division• Domestic and Overseas SubsidiariesAppointment / DismissalConsultationAuditing / SupervisionPromotionInformingInformingAdvice / SuggestionInforming / ReportingAppointment / DismissalInternal AuditingCorporate Governance Committee(Independent Outside Directors, Representative Directors)Account Auditing / Internal Control AuditingIndependent AuditorCorporate Governance Organization ChartCSR Management OfficeCorporate Risk Management Committee(Executive General Managers, General Managers at Head Office)AAudit & Supervisory Committee(Directors serv-ing as Audit & Supervisory Committee members)Appointment / DismissalCooperationInformingAudit OfficeCEBDInstructionCooperation