Integrated Report 2020

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G52LINTEC Integrated Report 2020FoundationGovernanceCorporate Governance SystemOrganizational StructureCompany with Audit & Supervisory CommitteeNumber of Directors (Number of Outside Directors)10 (4)Number of Audit & Supervisory Committee Members (Number of Outside Directors)3 (2)Number of Independent Outside Directors3Directors’ Term of OfficeOne yearBoard of Directors’ Meetings in FY2020Number of meetings: 14Adoption of an Executive Officer SystemYesTakeover Defense MeasuresNoneAccounting AuditorsErnst & Young ShinNihon LLCIndependent outside director ratio30%Female director ratio20%General Meeting of ShareholdersBoard of Directors(Directors)Representative DirectorsManagement decisionsOperational executionManagement Meetings(Executive Officers)Operational Execution Divisions• Administrative Division• Marketing Division• Production Division• Research and Development Division• Domestic and Overseas SubsidiariesAppointment / DismissalConsultationAuditing / SupervisionPromotionInformingInformingAdvice / SuggestionInforming / ReportingAppointment / DismissalInternal AuditingCorporate Governance Committee(Independent Outside Directors, Representative Directors)Account Auditing / Internal Control AuditingIndependent AuditorCSR Management Office Corporate Risk Management Committee(Executive General Managers, General Managers at Head Office)Audit & Supervisory Committee(Directors serv-ing as Audit & Supervisory Committee members)Appointment / DismissalCooperationInformingAudit OfficeInstructionCooperationCorporate Governance Organization ChartABDECF Basic PhilosophyThe Group believes that the fundamentals of corporate governance are to achieve thorough legal compliance, to increase manage-ment transparency and promote corporate ethics, and to make prompt decisions and effectively execute operations. By enhancing and reinforcing corporate governance, we aim to further increase our corporate value and joint profits with shareholders. Corporate Governance System1 Corporate Governance System P52 DiagramABThe Company has selected the Company with Audit & Supervisory Committee system described in the Companies Act of Japan for its organizational structure. The Company has placed directors that are also Audit & Supervisory Committee members with voting rights on its Board of Directors in order to strengthen the Board’s supervisory function, with a view to stepping up corporate gover-nance and to streamlining management even further. The Company has appointed 10 directors, of whom three are Audit & Supervisory Committee members and four are outside directors.Held once a month to make important decisions with regard to management, Board of Directors’ meetings are also held on an ad hoc basis as necessary to strive for rapid decision making. Primarily comprising executive officers (including directors serving concurrently) responsible for the execution of business, manage-ment meetings are also held once a month and endeavor to streamline business operations through the sharing of information among all business divisions.The Audit & Supervisory Committee meets once a month and conducts monitoring audits that focus on matters reported from the Audit Office, which is the Company’s internal audit division. In addition to performing audits covering the appropriateness and legality of the execution of directors’ duties, each and every Audit & Supervisory Committee member also plays a role in supervising the execution of the directors’ duties through the exercise of the voting rights on the Board of Directors.