Integrated Report 2019

60/110

ESG58LINTEC INTEGRATED REPORT 2019GovernanceStatus of Outside Directors1 Outside DirectorsThe Company has appointed four outside directors—Atsushi O’haru, Masanobu Iizuka, Satoshi Ohoka, and Kanako Osawa. Two of these out-side directors—Satoshi Ohoka and Kanako Osawa—are Audit & Supervisory Committee members.NameHuman, Financial, and Business Relationships and Other Shared Interests between the Outside Directors and the CompanyReason for AppointmentAtsushiO’haruThere are no particular shared interests between the Company and Atsushi O’haru, but Nippon Paper Industries Co., Ltd., where he serves as an executive officer, is a major trading partner of the Company, which purchased ¥2,195 million worth of raw materials from and sold ¥35 million worth of products to Nippon Paper (both results from the fiscal year ended March 31, 2019). In addition, Nippon Paper is a major shareholder in the Company; its holding amounted to 21,737,792 shares (30.10% of the total number of Company shares outstanding excluding treasury stock) on March 31, 2019.By utilizing knowledge and experience from his directorship experience at Nippon Paper Industries Co., Ltd., and his many years of business experience in this company’s sales division, Atsushi O’haru is able to strengthen the Company’s Board of Directors’ supervisory function. Therefore, he has been appointed as an outside director.Masanobu IizukaThere are no particular shared interests between the Company and Masanobu Iizuka, but Nippon Paper Industries Co., Ltd., where he serves as an executive officer, is a major trading partner of the Company, which purchased ¥2,195 million worth of raw materials from and sold ¥35 million worth of products to Nippon Paper (both results from the fiscal year ended March 31, 2019). In addition, Nippon Paper is a major shareholder in the Company; its holding amounted to 21,737,792 shares (30.10% of the total number of Company shares outstanding excluding treasury stock) on March 31, 2019.By utilizing knowledge and experience from his directorship experience at Nippon Paper Industries Co., Ltd., and its subsidiar-ies, and his many years of business experience in this company’s production divisions, Masanobu Iizuka is able to strengthen the Company’s Board of Directors’ supervisory function. Therefore, he has been appointed as an outside director.SatoshiOhokaThere are no particular shared interests between the Company and Satoshi Ohoka.By utilizing his long years of policy-based finance experience, his rich international experience, his specialist academic experience, and his knowledge and experience gained as an outside director in industries different to that of the Company, Satoshi Ohoka is able to strengthen the audit and supervisory functions of the Company’s Board of Directors. Therefore, he has been appointed as a director serving as an Audit & Supervisory Committee member. He is also designated as an independent officer based on the criteria stipulated by the Tokyo Stock Exchange, Inc. (TSE).Kanako OsawaThere are no particular shared interests between the Company and Kanako Osawa.By utilizing her specialist expertise and extensive knowledge gained as an attorney, along with the knowledge and experience gained through her career in corporate legal affairs both at home and abroad, Kanako Osawa is able to strengthen the audit and supervi-sory functions of the Company’s Board of Directors. Therefore, she has been appointed as a director serving as an Audit & Supervisory Committee member. She is also designated as an independent officer based on the criteria stipulated by the TSE.2 The Company’s Basic Way of Thinking with Regard to the Independence of Outside DirectorsThe Company does not have its own set standards and policies with regard to the independence of outside directors and refers instead to the standards stipulated by the TSE. Since appointment is based on a request from the Company, we recognize that independence from management is to be ensured.3 Outside Directors’ Supervision, Audits, and Internal Audits; Mutual Cooperation with Audit & Supervisory Committee Audits and Accounting Audits; and Relationship with the Internal Control DivisionIn addition to attending Board of Directors’ meetings and making necessary and effective remarks as appropriate during agenda deliberations, outside directors cooperate with the internal audit division and the independent auditor as well as oversee directors in the execution of their duties.Status of Audits1 Status of Audit & Supervisory Committee AuditsThe Company’s Audit & Supervisory Committee comprises three directors serving as Audit & Supervisory Committee members, of whom two are outside directors. While utilizing the internal control system, the Audit & Supervisory Committee cooperates with the Audit Office and the independent auditor, receives the necessary reports, and conducts audits of the directors’ business execution through such methods as exchanges of opinions. Each Audit & Supervisory Committee member attends management and other meetings, obtains the information needed for the audits, attends Board of Directors’ meetings as a director, and supervises the directors in the execution of their duties by stating opinions and participating in resolutions through their voting rights. Audit & Supervisory Committee member Hiroshi Okada has considerable knowledge of finance and accounting, having gained many years of experience in his roles at the Company’s administrative and audit divisions.