Integrated Report 2020
Foundation56LINTEC Integrated Report 2020Governance Status of Outside Directors1 Outside DirectorsThe Company has appointed four outside directors—Hiroya Kakehashi, Akiko Okushima, Satoshi Ohoka, and Kanako Osawa. Two of these outside 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 AppointmentHiroya KakehashiThere are no particular shared interests between the Company and Hiroya Kakehashi, but Nippon Paper Industries Co., Ltd., where he serves as General Manager, Corporate Planning Division, is a major trading partner of the Company, which purchased ¥2,010 million worth of raw materials from and sold ¥90 million worth of products to Nippon Paper (both results from the fiscal year ended March 31, 2020). In addition, Nippon Paper is a major shareholder in the Company; its holding amounted to 21,737,792 shares (30.08% of the total number of Company shares outstanding excluding treasury stock) on March 31, 2020.By utilizing knowledge and experience from many years of work in the management divisions at Nippon Paper Industries Co., Ltd., Hiroya Kakehashi is able to strengthen the Company’s Board of Directors’ supervisory function. Therefore, he has been appointed as an outside director.Akiko OkushimaThere are no particular shared interests between the Company and Akiko Okushima.By utilizing her extensive knowledge in the field of marketing, and her know-how and experience gained through many years of work in a different industry from that of the Company as Representative Director and President, Akiko Okushima is able to strengthen the Company’s Board of Directors’ supervisory function. Therefore, she has been appointed as an outside director. She is also designated as an independent officer based on the criteria stipulated by the Tokyo Stock Exchange, Inc. (TSE).Satoshi OhokaThere 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 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 Status of Outside Directors’ SupervisionIn addition to attending Board of Directors’ meetings and making necessary and effective remarks as appropriate during agenda deliberations, outside directors attend meetings of the Internal Control Committee and 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. In the fiscal year under review, the Audit & Supervisory Committee met, in principle, one time per month. The attendance of each Audit & Supervisory Committee member is as follows.