Integrated Report 2019

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ESG60LINTEC INTEGRATED REPORT 2019Governance• Reason for agreement to the independent auditor’s remuneration, etc., by the Audit & Supervisory CommitteeThe reason the Company’s Audit & Supervisory Committee agreed to the remuneration, etc., for the independent auditor proposed by the Board of Directors, pursuant to Article 399, Paragraph 1 and Paragraph 3 of the Companies Act, is that the Audit & Supervisory Committee judged it to be appropriate following necessary verifica-tion by the Audit & Supervisory Committee of the details of the independent auditor’s audit plan, the status of execution of the accounting audits, and the basis for the calculation of the audit remuneration.Remuneration of Corporate Officers1 Policy Regarding Decisions on Amounts of Director Remuneration• Remuneration of directors (excluding outside directors and Audit & Supervisory Committee members)The remuneration of the Company’s directors (excluding outside directors and Audit & Supervisory Committee members) consists of the following.(1) Basic remuneration• Fixed amounts paid based on rank• The total amount paid does not exceed ¥420 million(2) Bonuses• Short-term incentives (remuneration linked to business perfor-mance) paid in amounts adjusted based on consolidated business results, the total amount paid not exceeding ¥150 million(3) Restricted stocks• Long-term incentives to contribute to increasing the Company’s corporate value and share price provided by the allotment of restricted stocks• The total amount paid does not exceed ¥60 millionThe amounts of remuneration are decided by the Board of Directors in accordance with the Company’s internal rules on director remuneration, within totals approved at the 124th Annual General Meeting of Shareholders held on June 21, 2018.The Corporate Governance Committee has been established as an advisory body for the Board of Directors (excluding Audit & Supervisory Committee members) on matters regarding evalua-tions of directors and decisions on remuneration for directors with the aim of improving objectivity and transparency. This body pro-vides advice and makes suggestions. P54 DiagramE• Remuneration of outside directors (excluding Audit & Supervisory Committee members)This is decided by the Board of Directors in accordance with the Company’s internal rules on director remuneration and within totals approved at the General Meeting of Shareholders.• Remuneration of directors (Audit & Supervisory Committee  members)This is decided through deliberations by the Audit & Supervisory Committee members, in accordance with the Company’s internal rules on director remuneration and within totals approved at the General Meeting of Shareholders.2 Total Remuneration by Corporate Officer Type(Millions of yen)Corporate officer typeTotal remunerationTotal remuneration by typeNumber of people receiving remunerationBasic remunera-tionRestricted stocksBonusesDirectors(excluding Audit & Supervisory Committee members and outside directors)402288387411Directors(Audit & Supervisory Committee members)(excluding outside directors)1919––1Outside officers2121––4Policy on Holdings of Capital Tie-Up SharesThe Company views the establishment and maintenance of stable, long-term relationships with business partners as a matter of importance. For this reason, shares of business partners are held strategically based on a comprehensive evaluation of factors such as the Company’s business relationship with the partner in ques-tion. The Company only acquires such shares when increasing trust and coordination with the business partner is judged as an effective means of mutually raising corporate value. These holdings are reviewed based on this perspective when necessary, and consider-ation is given to reducing them. In exercising voting rights, in regard to proposals made by business partners, the Company comprehensively considers whether or not a proposal will contrib-ute to improved shareholder value.Stockholdings1 Criteria for and Approach to the Classification of Investment SharesThe Company classifies investment stocks held with the objective of receiving profits through stock price fluctuations or stock-related dividends as stocks held for pure investment purposes, and other stocks as investment stocks held for purposes other than pure investment (Capital Tie-Up Shares).2 Stocks Held for Purposes other than Pure Investment• Number of issues and amount recorded on balance sheet(Millions of yen)Number of issues (issues)Total amount recorded on balance sheetUnlisted shares1560Shares other than unlisted shares271,594