Integrated Report 2019
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57LINTEC INTEGRATED REPORT 2019• Matters concerning policy relating to the handling of costs or liabilities arising from the execution of duties of Audit & Supervisory Committee membersWhen an Audit & Supervisory Committee member invoices the Company for the prepayment or redemption of expenses incurred for the execution of their duties, said costs or liabilities will be promptly handled following discussions in the department respon-sible, with the exception of cases in which said costs have been recognized as being not necessary for the execution of said Audit & Supervisory Committee member’s duties. In addition, should Audit & Supervisory Committee members deem that independent outside experts (such as lawyers, certified public accountants, etc.) are necessary as advisers to the Audit & Supervisory Committee, the Company will bear those costs, with the exception of cases in which said costs have been recognized as being not necessary for the execution of said Audit & Supervisory Committee’s duties.• Other systems for ensuring that the Audit & Supervisory Committee carries out audits effectivelyWith a view to ensuring a system so that Company information reaches the Audit & Supervisory Committee unhindered, the Company works to maintain an environment in which information is received not only from directors (excluding directors serving as Audit & Supervisory Committee members) and from employees but also from independent auditors, corporate lawyers, tax accountants, and other specialists. The Company has a system in place to ensure regular meetings with representative directors and venues for important discussions, such as management and strategy meetings, for Audit & Supervisory Committee members to attend and state opinions.3 Basic Policies and Systems for Preventing Relationships with Antisocial ForcesThe Company stands in firm opposition to all antisocial forces and organizations that threaten to disrupt the order and safety of civil society while practicing a strict policy of non-association with such entities. We have made this commitment clearly apparent in the LINTEC Compliance Guideline and are taking steps to ensure thor-ough awareness with this regard among all directors and employees.We reject any illegitimate requests from antisocial forces and organizations and maintain close collaborative relationships with the police, centers for the removal of criminal organizations, lawyers, and other specialists to combat such requests. Should we be approached by antisocial forces or organizations, we will closely coordinate with such institutions, organizations, lawyers, or other specialists to furnish a quick, organization-wide response.4 Risk Management SystemThe Company has established the Companywide Crisis Management Regulations as well as a risk management system for minimizing the possible impact and damage to corporate value if a major problem arises. It has also implemented and oversees the Information Security Management Rules and the Trade Secret Management Rules for the preservation and management of infor-mation. There are also Companywide risk assessments centered on the CSR Management Office.5 Limited Liability ContractsIn accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into a contract with each of its nonexecu-tive directors—outside directors Atsushi O’haru, Masanobu Iizuka, Satoshi Ohoka, and Kanako Osawa—that limits liability for compen-sation for damages under Article 423, Paragraph 1 of the Companies Act. Based on this contract, liability for compensation for damages is limited to ¥10 million or the minimum liability amount stipulated by law, whichever is greater.6 Number of Members of the Board of DirectorsThe Company’s Articles of Incorporation state that the number of members of the Board of Directors (excluding Audit & Supervisory Committee members) shall be 12 or fewer and that the number of directors who are Audit & Supervisory Committee members shall be 4 or fewer.7 Requirements for Appointment of DirectorsThe Company’s Articles of Incorporation state that resolutions to appoint directors may be adopted by a majority of the voting rights of the shareholders in attendance if those shareholders hold one-third or more of the voting rights of the shareholders who can exercise their voting rights.8 General Meeting of Shareholders Resolution Matters that may be Resolved by the Board of DirectorsTo support rapid responses to changes in the management environ-ment and flexible execution of various management measures, in regard to matters stipulated in each item of Article 459, Paragraph 1 of the Companies Act, such as dividends from surplus, etc., excluding cases in which there are special legal stipulations, the Articles of Incorporation state that these matters may be decided by resolution of the Board of Directors.9 Special Resolution Requirements for General Meeting of ShareholdersWith the objective of enabling the smooth operation of General Meeting of Shareholders, the Company’s Articles of Incorporation state that in regard to special resolution requirements for share-holders’ meetings, as stipulated in Article 309, Paragraph 2 of the Companies Act, such resolutions may be adopted by at least two-thirds of the voting rights of the shareholders in attendance if those shareholders hold one-third or more of the voting rights of the shareholders who can exercise their voting rights.Financial InformationESGStrategyOverview

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