4One year15YesNoneErnst & Young ShinNihon LLC1316Number of Directors (Number of Outside Directors)12 (5)Number of Audit & Supervisory Committee Members (Number of Outside Directors)Number of Independent Outside DirectorsDirectors’ Term of OfficeNumber of Board of Directors’ Meetings in FY2022Adoption of an Executive Officer SystemTakeover Defense MeasuresAccounting AuditorCompany with Audit & Supervisory Committee3 (2)* Outside directors also participateSustainability Disclosure Subcommitee TCFD SubcommitteeCorporate Ethics SubcommitteeSocial Contribution SubcommitteeDiversity & Work Style Reform Promotion SubcommitteeCorporate Risk Appointment / DismissalInstruction / AdviceInforming / Reporting / ProposingInforming(Executive officers)Promotionwith voting rights on its Board of Directors in order to strengthen the Board’s supervisory function. In addition, we have established committees that are unique to the Company: the Sustainability Committee, in which all outside directors also participate to provide advice and recommendations from an objective perspective, and the Nomination and Compensation Committee, which deliberates and reports on the selection and dismissal of directors and executive officers and on their evaluation and compensation. In these ways, the Company is working to step up corporate governance and streamline management even further.Auditing / Supervising(Directors)ConsultationAdvice / SuggestionInternal auditingAppointment / Dismissal(Directors serving as Audit & Supervisory Committee members)outside directors, representative directors, outside expert)CooperationAppointment / DismissalCooperationAccount auditing / Internal control auditingInforming58Corporate Governance Organization ChartCorporate Governance SystemOrganizational StructureSustainability CommitteeEnvironmental CommitteeSocial & Governance CommitteeManagement CommitteeSDGs CommitteeManagement decisionsOperational executionGeneral Meeting of ShareholdersBoard of DirectorsRepresentative directorsManagement meetingsOperational execution Group companiesdivisionsIndependent Outside Director RatioFemale Director RatioAudit & Supervisory CommitteeNomination and Compensation Committee(Independent Audit OfficeFour of 12 directorsTwo of 12 directorsIndependent auditor Fundamental Policies and Structures Related to Corporate GovernanceThe Group believes that the fundamentals of corporate governance are to achieve thorough legal compliance, to increase management 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. For that reason, LINTEC 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 Governance
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