● Appointed an outside director, first in the company● Established the Audit Office● Reformed the executive compensation system (abolished retirement benefits and ● Established the Remuneration Assessment Advisory Meeting (to check the validity of ● Established CSR Management Office● Increased the number of outside directors from one to two● Adopted the executive officer system; decreased the number of directors significantly ● Shifted to a company with an audit and supervisory committee (from a company with a ● Set the number of board members at 16 (including four directors serving as Audit and ● Reformed the executive compensation system (for the long-term incentive plan, ● Abolished the buyout countermeasure (anti-takeover measure)● Established the Corporate Governance Committee, comprising two independent outside ● Increased the number of outside directors from four to five● Increased the proportion of independent outside directors to one-third (four out of 12)● Enhanced the constitution and function of the Corporate Governance Committee ● Corporate Governance Committee renamed Nomination and Compensation CommitteeRisk ManagementTo further enhance its risk management system, the LINTEC Group established the Corporate Risk Management Committee, comprising executive general managers and general managers of offices under the direct control of the president, in April 2018. The committee holds meetings on a regular basis. Actions taken to enhance corporate governanceFY20042006introduced stock options)remuneration of corporate officers)20082011from 18 to 10board of auditors)2015Supervisory Committee members and four outside directors)● Complied with principles of the Corporate Governance Codereplaced stock options with restricted stocks in order to encourage directors’ holding of treasury stocks)2018directors and a representative director and chaired by an independent outside director, as an advisory body for the Board of Directors to check the validity of remuneration and personnel affairs of corporate officers (Remuneration Assessment Advisory Meeting was dissolved as a result)to mandate that it: be comprised of all independent outside directors and all representative directors, with the remainder of members being external experts; have independent outside directors in the majority; and be chaired by an independent outside director. Its function is to check the validity of nomination and renumeration of corporate officers and make general recommendations on corporate governance2021In April 2021, the sustainability promotion system was renewed and strengthened, and the purpose of this Committee was defined as “identifying risks and opportunities in business operation, formulating policies to deal with them, and planning and verifying worksite-level measures.”Input to this Committee consists mainly of agenda items brought by each committee member and an annual risk identification process for managers and others. The status of the Committee is reported quarterly to the Sustainability Committee and the Board of Directors for information sharing and instruction provision.Major actionsLegal Education for Top Management and EmployeesLINTEC provides management-level legal training for directors and executive officers to promote understanding of corporate legal affairs. In fiscal 2022, the themes were “Recent Legal Topics (Status of Exercise of Voting Rights at General Meetings of Shareholders, etc.)” in September and “Latest trends in disclosure (Sustainability Information Disclosure, etc.)” in December.Establishing the Counseling Desk The LINTEC Group has a helpline (global whistleblowing system) to enable employees to report, without any disadvantage, any serious legal or ethical violations that they identify. LINTEC added a third-party lawyer to ensure that the helpline system facilitates prompt investigations while protecting reporters and reported details. Instructions on how to use the helpline are provided in the Compliance Guidelines distributed to employees across the Group. Legal training provided in fiscal 2022For employees, legal training for sales personnel has been offered on an ongoing basis since fiscal 2018, and legal courses have been incorporated into annual rank-specific group training for new managers and new supervisors. We also publish Legal News six times a year, which disseminates a wide range of timely legal-related information, such as explanations of recent legal amendments and introductions to violation cases.These training programs and information sharing are designed to increase employees’ sensitivity to “legal risks” that may lurk in their daily business activities, and create a corporate culture that enables early detection and response to risks.A harassment counseling desk for the improvement of workplace environments is also available. This system allows employees to consult directly with a clinical psychologist or other specialist, and aims to resolve harassment and other workplace problems through a tie-up between the specialist and the Human Resources Department.MonthAugust 2022September 2022October 2022November 2022June to November 2022December 2022TargetPlants and sales officesDirectors and executive officersNew managersNew supervisorsSales personnelDirectors and executive officersContentBriefing on the Act against Delay in Payment of Subcontract Proceeds, Etc. to SubcontractorsLegal training for managementLegal risks that you should know about as a managerLegal risks that you should know about as a supervisorLegal training for sales personnel (total of six sessions)Latest trends in disclosure29
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