Integrated Report 2019

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ESG64LINTEC INTEGRATED REPORT 2019I think that how to develop global human resources and how to strengthen governance at overseas subsidiaries will become major questions.OsawaI think that the composition of the Board of Directors is an eternal issue. I understand the principles of stream-lining the Board of Directors overall, and separating manage-ment and execution, and there are companies for which those principles actually function effectively. However, LINTEC’s busi-nesses extend over a wide range of fields, and accordingly this requires thorough consideration.NishioFrom June 2019, our Board of Directors was reduced by one person, and from this point, I would like to consider the optimal composition of the Board, including further reduc-tions in numbers and increases in independent officers. Also, what are your thoughts about the atmosphere at meetings of the Board of Directors? Do you think that the atmosphere makes it easy for outside officers to express their opinions?OhokaUp to this point, I have freely communicated my opinions from an external viewpoint, and inside officers have indicated to me that “just the presence of outside directors makes a difference.” Basically, our role is to rigorously monitor company management and to provide appropriate opinions whenever necessary. I formerly worked at a bank in the areas of company and asset analysis, and to a certain extent I also studied international corporate competitiveness in an age of globaliza-tion. As a result of this experience, I work to communicate any points that I have noticed or doubts that I have.OsawaWhen I ask inside officers at other companies, they say there is a certain degree of tension, in a positive sense, about working with outside directors. For example, they may feel that they have to explain carefully, and wonder if they can answer questions accurately. In my case, I am called on to provide spe-cialist opinions as an attorney involved in M&A and corporate legal affairs. In addition, with the same line of sight as investors, I ask rudimentary questions to insiders, such as inquiries regard-ing the reasons for something or the balance of investment risk and return. I think that drawing out satisfactory explanations in this way is also an important role.NishioIn the past, there were cases in which plans and proposals were presented at meetings of the Board of Directors without the provision of sufficient information. However, the two of you have always pointed that out, and I think there has been consid-erable improvement. On many occasions, I heard a variety of com-ments and I felt that something had been brought to my attention again, or that we had been missing something in regard to that point.OsawaI hope that our comments serve as a starting point for the exchange of opinions among inside officers in ways that transcend the boundaries between business units. That is the manner in which those discussions should function, and I would like to see our comments “prime the pump” for those discussions.OhokaFollowing thorough discussions, the final decisions should be made by President Nishio, as the chair of the Board of Directors and the management leader.Targeting Sustained GrowthNishioMoving forward, what, in particular, do you think will be necessary in order for the Company to realize sus-tained growth?OhokaI think it will be steady progress in global management. To that end, it will be necessary to nurture global human resources and implement appropriate management at overseas subsidiaries. After that, the relative weight of overseas busi-nesses is increasing, and in this setting it will be necessary to pay careful attention to risk management in local regions. I think there will be a need to advance strategic global business initia-tives while carefully addressing these issues.OsawaI agree. With the domestic market maturing, overseas sales growth will be essential. Accordingly, I think that how to develop global human resources and how to strengthen governance at overseas subsidiaries will become major questions.Discussion Among the President and Independent Officers