Integrated Report 2019

57/110

55LINTEC INTEGRATED REPORT 201919902004200720082011201520162018Formed the LINTEC Corporation as a Company with Audit & Supervisory BoardTransitioned organizational structure to a Company with Audit & Supervisory CommitteeIntroduced an executive officer systemImplemented Board of Directors’ effectiveness evaluationAppointed an outside directorIncreased the number of outside directors (from one to two)Introduced Takeover Defense MeasuresAbolished Takeover Defense MeasuresEstablished the Corporate Governance CommitteeIncreased the number of outside directors (from two to four)Corporate Governance SystemOrganizational StructureCompany with Audit & Supervisory CommitteeNumber of Directors (Number of Outside Directors)14 (4)Number of Audit & Supervisory Committee Members (Number of Outside Directors)3 (2)Number of Independent Officers2Directors’ Term of OfficeOne yearBoard of Directors’ Meetings in FY2019Number of meetings: 14Adoption of an Executive Officer SystemYesTakeover Defense MeasuresNoneAccounting AuditorsErnst & Young ShinNihon LLCHistory of Corporate Governancecircumstances of each company, and that there is a need for contin-ued discussions going forward. Based on this evaluation, we will take further steps to maintain an environment that facilitates con-tinued improvement in the effectiveness of the Board of Directors.• Director training policies(1) New director trainingAfter assuming their position, new directors are provided training from outside institutions to endow them with the legal, accounting, and other knowledge necessary to management.(2) Regular trainingOnce or twice a year, directors undergo training on contemporary issues from lawyers or other outside lecturers. These training sessions serve as opportunities to hone the sense of judgment that is crucial to members of the Board of Directors.(3) Special trainingWhen necessary, directors participate in seminars at the Company’s expense to acquire the specialized insight required to perform their duties.2 Internal Control SystemThe following is an explanation of the internal control system to ensure that the execution of directors’ duties is in compliance with laws and regulations as well as the Articles of Incorporation, and the system to ensure the appropriateness of the execution of other business.• System to ensure that the execution of the duties of directors and employees is in compliance with laws and regulations as well as the Articles of IncorporationTo ensure that the execution of the duties of directors and employees is in compliance with laws and regulations as well as the Articles of Incorporation and that a sense of ethics is main-tained, the Company established its motto of “Sincerity and Creativity,” on which its Code of Conduct was based. To ensure the effectiveness of the compliance system with regard to laws and regulations as well as the Articles of Incorporation, the Audit Office—an organization under the president’s direct supervision—investigates and verifies, by means of audits based on the Internal * PDCA cycle: This approach continuously improves processes through the repetition of a cycle of activities comprising four phases: namely plan, do, check, and act.Financial InformationESGStrategyOverview