Integrated Report 2020

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LINTEC Integrated Report 202053Implementation Process for the Evaluation of the Effectiveness of the Board of DirectorsA survey regarding the evaluation of the effectiveness of the Company’s Board of Directors is implemented through a questionnaire, which is submitted to all directors.The issues that were identified through the analysis and evaluation are dis-cussed by the Board of Directors and countermeasures are determined.The representative directors analyze and evaluate the results of the questionnaire and identify issues.DiscussionsWith consideration for the evaluation received from independent outside direc-tors, the Company implements counter-measures to further increase the effectiveness of the Board of Directors.Implementation of countermeasuresAnalysisQuestionnaireEvaluation by independent outside directors199020042007200820112015201620182020Formed the LINTEC Corporation as a Company with Audit & Supervisory BoardTransitioned organizational structure to a Company with Audit & Supervisory CommitteeIntroduced an executive officer systemImplemented the evaluation of the effectiveness of the Board of DirectorsIntroduced Takeover Defense MeasuresAbolished Takeover Defense MeasuresEstablished the Corporate Governance CommitteeIncreased the number of independent outside directors (from two to three)Increased the number of independent outside directors (from one to two)Appointed an independent outside directorAppointed an outside directorIncreased the number of outside directors (from one to two)Increased the number of outside directors (from two to four)History of Corporate Governance Evaluation of the effectiveness of the Board of DirectorsIn April 2020, the Company conducted an evaluation of the effective-ness of the Board of Directors. Details are as follows.<>A survey regarding the evaluation of the effectiveness of the Company’s Board of Directors was implemented through a question-naire and open-ended questions, which were submitted to all direc-tors. The representative directors analyzed and evaluated the results of this survey and identified issues. Consequently, the Board of Directors decided on a policy for matters that have been approved/implemented by the Board of Directors. Under this policy, progress will be confirmed and results verified, and the Board of Directors will shift to administration that utilizes the PDCA cycle.* In addition, initiatives associated with these matters (enhancing explanations for certain proposals, etc.) were mentioned as issues for the responsible departments. Following these processes, the final evaluation of the effectiveness of the Board of Directors overall was received from the outside directors, who are independent directors of the Company. The outside directors stated that the survey questions and method were generally rational, that the functioning of the Board of Directors could be enhanced through the examination of measures for the following year based on survey responses, and that the identification of issues for the year under review was rational and appropriate. In addition, the outside directors also stated that these types of issues could be overcome through multiple initiatives within the Company, that they were not issues that could always be resolved within one year, and that working toward the resolution of these issues through sustained examination/implementation was a means of addressing referrals from shareholders. Based on this evaluation, we will take further steps to maintain an environment that facilitates continued improvement in the effectiveness of the Board of Directors.* PDCA cycle: This approach continuously improves processes through the repetition of a cycle of activities comprising four phases: namely plan, do, check, and act. Director training policies(1) New director trainingAfter assuming their position, new directors are provided training from outside institutions to endow them with the legal, accounting, and other knowledge necessary to management.(2) Regular trainingOnce or twice a year, directors undergo training on contemporary issues from lawyers or other outside lecturers. These training sessions serve as opportunities to hone the sense of judgment that is crucial to members of the Board of Directors.(3) Special trainingWhen necessary, directors participate in seminars at the Company’s expense to acquire the specialized insight required to perform their duties.Financial InformationStrategyOverviewFoundation