THE BASE THAT SUPPORTS GROWTH

Corporate Governance

Basic Philosophy

comprising executive officers (including directors serving concur-

The Company believes that the fundamentals of corporate governancerently) responsible for the execution of business, management meet-

are to achieve thorough legal compliance, to increase management

ings are also held once a month and endeavor to streamline business

transparency and promote corporate ethics, and to make prompt

operations through the sharing of information among all businessdecisions and effectively execute operations. By enhancing anddivisions.

reinforcing corporate governance, we aim to further increase our

The Audit & Supervisory Committee meets once a month and con-corporate value and joint profits with shareholders.

ducts monitoring audits that focus on matters reported from the
Audit Office, which is the Company’s internal control division. In addi-

Corporate Governance Systemtion to performing audits covering the appropriateness and legality of

1. Corporate Governance System

the execution of directors’ duties, each and every Audit & Supervisory

The Company has selected the Company with Audit & Supervisory

Committee member also plays a role in supervising the execution ofCommittee system described in the Companies Act of Japan for its

the directors’ duties through the exercise of the voting rights on theorganizational structure. The Company has placed directors that are

Board of Directors.

also Audit & Supervisory Committee members with voting rights on
its Board of Directors in order to strengthen the Board’s supervisory• Evaluation of Board of Directors’ effectiveness

function, with a view to stepping up corporate governance and to

In April 2017, the Company conducted an evaluation of the effective-

streamlining management even further. The Company has appointed

ness of the Board of Directors. Details are as follows.

16 directors, of whom four are Audit & Supervisory Committee mem-

Overview

bers and four are outside directors.

Based on the principles of Japan’s Corporate Governance Code, all 16
directors filled out a survey on matters such as the structure andHeld once a month to make important decisions with regard to
management, Board of Directors’ meetings are also held on an ad hoc

operation of the Board of Directors, which included some open-ended

basis as necessary to strive for rapid decision making. Primarily

questions. The results of these surveys were analyzed byGeneral Meeting of Shareholders
Appointment /Dismissal

Appointment /Dismissal

Management decisions
Informing / Reporting

Board of Directors(Directors)

Auditing /Supervision

Representative Directors

Appointment /Dismissal

Audit &
Supervisory
Committee(Directors
serving as Audit &Supervisory
Committee
members)

Cooperation

Management Meetings(Executive Officers)

Operational Execution Divisions
CSR Management Office• Corporate Ethics Committee• Customer Satisfaction Committee• Social Contribution Committee

Promotion• Administrative Division• Marketing Division• Production Division• Technical Division• Domestic and Overseas
Subsidiaries
Operational execution

40

LINTEC ANNUAL REPORT 2017

Cooperation

Internal
Auditing

Informing

Audit Office

Independent
AuditorAccount
Auditing /Internal
ControlAuditingrepresentative directors, and a final evaluation was received from

Incorporation and that a sense of ethics is maintained, the Company

outside directors, who are independent officers of the Company. In

established its motto of “Sincerity and Creativity,” on which its Codethis final evaluation, outside directors stated that the survey ques-of Conduct was based. To ensure the effectiveness of the compliancetions and method were rational overall and that the measures in thesystem with regard to laws and regulations as well as the Articles offiscal year under review (earlier distribution of documents, elimina-

Incorporation, the Audit Office—an organization under the president’s

tion of overlaps between the Board of Directors and management

direct supervision—investigates and verifies, by means of audits

meetings, enhancement of discussion at meetings of the Board ofbased on the Internal Audit Regulations, whether all of the

Directors), which were taken based on the results of the previous

Company’s operations are being appropriately and reasonably imple-

fiscal year’s survey, were producing improvements. However, the final

mented and pursuant to laws, the Articles of Incorporation, internal

evaluation included suggestions for further improvements and arules and regulations. The results of those audits are regularly

request for consideration of methods of addressing the governancereported to directors.

themes that were set out in the fiscal year under review’s survey.
Based on this feedback, we will take steps to develop an environmentthat facilitates improved Board of Directors’ effectiveness.

• System for storing and managing information related to the­execution of directors’ duties
Documents are stored and managed in accordance with rules determined• Director training policies

for each document type, including those documents stipulated by law.

(1) New director training
After assuming their position, new directors are provided training
from outside institutions to endow them with the legal, accounting,• Regulations and other systems pertaining to management of risksof lossand other knowledge necessary to management.

By promoting the issue of manuals by division and facilitating their(2) Regular training

thorough use, the Company makes preemptive efforts to reduce orOnce or twice a year, directors undergo training on contemporary

avoid risk. In the case of specific risks, the Company promotes

issues from lawyers or other outside lecturers. These training ses-reviews of and improvements to response measures as risks arise.

sions serve as opportunities to hone the sense of judgment that is

For emergency situations, such as the occurrence of a disaster, thecrucial to members of the Board of Directors.

Company has established the Companywide Crisis Management(3) Special training

regulations, in addition to a BCMS, which is based on these regula-

When necessary, directors participate in seminars at the Company’s

tions. These are separate from risk management initiatives con-expense to acquire the specialized insight required to perform theirducted through normal operations, and we strive to ensure that aduties.

crisis management organization can be quickly established in theevent of an emergency.

2. Internal Control System
With regard to an internal control system to ensure that the executionof directors’ duties is in compliance with laws and regulations as well

• System to ensure that the execution of the duties of directors is
efficiently conducted

as the Articles of Incorporation, and a system to ensure the appropri-

In addition to setting out the duties for which directors are responsible

ateness of the execution of other business, the Company decided on

for and that correspond to the allocation of roles of each organization,

the following matters at the Board of Directors’ meeting held on June

based on the Regulations on the Division of Duties, the Company

24, 2015.

works to separate management from execution and accelerate
decision making by the introduction of an executive officer system.

• System to ensure that the execution of the duties of directors andMoreover, the Company reviews internal organizations as necessary

employees is in compliance with laws and regulations as well as

to be able to respond to environmental changes and works to

the Articles of Incorporation

maintain efficiency in the execution of the duties of directors by such

To ensure that the execution of the duties of directors and employees

means as the setting up of cross-organizational committees on anis in compliance with laws and regulations as well as the Articles ofas-required basis.

LINTEC ANNUAL REPORT 201741

THE BASE THAT SUPPORTS GROWTH

Corporate Governance• System to ensure the appropriateness of business in the corporategroup comprising the Company and its subsidiaries• System relating to the reporting of cases to the Audit & Supervisory
Committee and system for ensuring that the submitting of such

Based on the Affiliate Company Operational Regulations, thereports is not seen as reason enough for the person who submitted

Company works to maintain the appropriateness of its operations asthem to be subjected to disadvantageous treatmenta group entity by having each of its principal business divisions

With regard to cases that are likely to significantly damage thecontrol the operations of Group companies. Based on the Affiliate

Company or a Group company, such as violations of laws or regula-Company Operational Regulations, the Company works to maintain ations, all Group directors and employees are to report such cases tosystem for receiving corporate performance, risk, and other important

the Company’s Audit & Supervisory Committee. In addition, it isreports from each Group company regularly or on an as-required

deemed that the Audit & Supervisory Committee will be able tobasis. Providing business management and support from thedirectly demand business-related reports for all Group directors andappropriate division as necessary, the Company promotes management

employees. Under the Company’s Internal Reporting Systemefficiency in each company. To ensure that Group companies are inOperation Regulations and its Global Internal Reporting Systemcompliance with laws and regulations as well as the Articles ofRegulations, the Company has established a helpline that can be

Incorporation, audits are conducted by each company’s internal audit

used by all Group directors and employees and endeavors to maintainsystem and by the Company’s Audit Office.

a system to ensure that the submitting of such reports is not seen as
reason enough for the person who submitted said notification or• Matters relating to the employees who are tasked to assist thereport to be subjected to disadvantageous treatment. In the event of

duties of the Audit & Supervisory Committee, matters relating toan internal notification via the helpline, this will be reported to thethe independence of said employees from directors, and matters

Audit & Supervisory Committee.

relating to ensuring the effectiveness of Audit & Supervisory
Committee instructions with respect to said employees
To further raise the effectiveness of Audit & Supervisory Committee
audits and maintain a system to carry out audit duties more smoothly,• Matters concerning policy relating to the handling of costs or liabilities arising from the execution of duties of Audit & Supervisory
Committee members

the Company has established the Audit & Supervisory Committee

When an Audit & Supervisory Committee member invoices thesecretariat, which supports and takes on Audit & Supervisory

Company for the prepayment or redemption of expenses incurred forCommittee duties. It is assumed that the Audit & Supervisory

the execution of their duties, said costs or liabilities will be promptly

Committee’s consent has to be obtained for transfers of personnel tohandled following discussions in the department responsible, with

the Audit & Supervisory Committee secretariat staff, personnel eval-

the exception of cases in which said costs have been recognized asuations, and disciplinary action. The instructions and orders given to

being not necessary for the execution of said Audit & Supervisory

Audit & Supervisory Committee secretariat staff are also deemed toCommittee member’s duties. In addition, should Audit & Supervisory

be given by directors serving as Audit & Supervisory Committee

Committee members deem that independent outside experts (suchmembers. With regard to said instructions and orders received fromas lawyers, certified public accountants, etc.) are necessary as advis-

Audit & Supervisory Committee members, with the exception of thoseers to the Audit & Supervisory Committee, the Company will bear

instructions and orders that are not necessary for the duties of Audit

those costs, with the exception of cases in which said costs have been

& Supervisory Committee members, it is assumed that Audit &recognized as being not necessary for the execution of said Audit &Supervisory Committee secretariat staff do not receive instructions

Supervisory Committee’s duties.

and orders from directors or other employees.
• Other system for ensuring that the Audit & Supervisory Committee
carries out audits effectively
With a view to ensuring a system so that Company information
reaches the Audit & Supervisory Committee unhindered, theCompany works to maintain an environment in which information is42

LINTEC ANNUAL REPORT 2017

received not only from directors (excluding directors serving as Audit

Internal Audits and Audit & Supervisory Committee Audits& Supervisory Committee members) and from employees but also

1. Internal Audits

from independent auditors, corporate lawyers, tax accountants, and

The Audit Office regularly implements internal audits of divisions,other specialists. The Company has a system in place to ensure regu-

work sites, plants, and affiliated subsidiaries in addition to verifying

lar meetings with representative directors and venues for importantthat operational execution processes and results comply with the law

discussions, such as management and strategy meetings, for Audit &and internal regulations. The status of these internal audits is

Supervisory Committee members to attend and state opinions.

reported when necessary to the Audit & Supervisory Committee, andopinions are exchanged on the results of the audits.

3. Basic Policies and Systems for Preventing Relationships with
Antisocial Forces

2. Audit & Supervisory Committee Audits

The Company stands in firm opposition to all antisocial forces and

The Company’s Audit & Supervisory Committee comprises four direc-

organizations that threaten to disrupt the order and safety of civil

tors serving as Audit & Supervisory Committee members, of whom

society while practicing a strict policy of non-association with such

three are outside directors. While utilizing the internal control

entities. We have made this commitment clearly apparent in thesystem, the Audit & Supervisory Committee cooperates with the Audit

LINTEC Compliance Guidelines and are taking steps to ensure thor-

Office and the independent auditor, receives the necessary reports,ough awareness with this regard among all directors and employees.

and conducts audits of the directors’ business execution throughWe reject any illegitimate requests from antisocial forces andsuch methods as exchanges of opinions. Each Audit & Supervisoryorganizations and maintain close collaborative relationships with theCommittee member attends management and other meetings,

police, centers for the removal of criminal organizations, lawyers, andobtains the information needed for the audits, attends Board ofother specialists to combat such requests. Should we be approached

Directors’ meetings as a director, and supervises the directors in theby antisocial forces or organizations, we will closely coordinate withexecution of their duties by stating opinions and participating in reso-

such institutions, organizations, lawyers, or other specialists tolutions through their voting rights.

­furnish a quick, organization-wide response.

Audit & Supervisory Committee members Hiroshi Okada and Toru
Nozawa have considerable knowledge of finance and accounting,

4. Risk Management Systemhaving gained many years of experience in their respective roles at

The Company has established the Companywide Crisis Management

the Company’s administrative and audit divisions and Nippon Paper

Regulations as well as a risk management system for minimizing theIndustries Co., Ltd.’s administrative division.

possible impact and damage to corporate value if a major problem
arises. It has also implemented and oversees the Information

Outside Directors

Security Management Rules and the Trade Secret Management

The Company has selected Kazumori Fukushima, Toru Nozawa,

Rules for the preservation and management of information. There

Satoshi Ohoka, and Kanako Osawa as its four outside directors. With

are also Companywide risk assessments centered on the CSR

the exception of Kazumori Fukushima, the other three are also Audit

Management Office.

& Supervisory Committee members.

5. Limited Liability Contracts

1. Human, Financial, and Business Relationships and Other Shared

In accordance with Article 427, Paragraph 1 of the Companies Act, theInterests between the Outside Directors and the Company

Company has entered into a contract with each of its non-executive

There are no particular shared interests between the Company anddirectors—outside directors Kazumori Fukushima, Toru Nozawa,

Kazumori Fukushima, but Nippon Paper Industries Co., Ltd., where

Satoshi Ohoka, and Kanako Osawa—that limits liability for compen-

he serves as an executive officer, is a major trading partner of thesation for damages under Article 423, Paragraph 1 of the Companies

Company, which purchased ¥2,145 million worth of raw materials

Act. Based on this contract, liability for compensation for damages isfrom and sold ¥42 million worth of products to Nippon Paper (bothlimited to ¥10 million or the minimum liability amount stipulated byresults from the fiscal year ended March 31, 2017). In addition, Nippon

law, whichever is greater.

Paper is a major shareholder in the Company; its holding amounted

LINTEC ANNUAL REPORT 201743

THE BASE THAT SUPPORTS GROWTH

Corporate Governanceto 21,737,792 shares (28.39% of the total number of Company shares
outstanding) on March 31, 2017.

By utilizing her specialist expertise and extensive knowledge
gained as an attorney, along with the knowledge and experience

There are no particular shared interests between the Company

gained through her career in corporate legal affairs both at home andand Satoshi Ohoka, who is an independent committee member as

abroad, Kanako Osawa is able to audit and supervise the Company’s

stipulated in the Company’s rules of large-scale purchase to deal

Board of Directors. She is thus considered qualified to be a director

with an act of large-scale purchase.

serving as an Audit & Supervisory Committee member. She is also

There are no particular shared interests between the Company
and Toru Nozawa, but Nippon Paper Industries Co., Ltd., where hedesignated as an independent director based on the criteria stipulated by TSE.

serves as a director and an executive officer, is a major trading partner of the Company, which purchased ¥2,145 million worth of raw
materials from and sold ¥42 million worth of products to Nippon

3.	The Company’s Basic Way of Thinking with Regard to the
Independence of Outside Directors

Paper (both results from the fiscal year ended March 31, 2017). In

The Company does not have its own set standards and policies withaddition, Nippon Paper is a major shareholder in the Company; its

regard to the independence of outside directors and refers instead toholding amounted to 21,737,792 shares (28.39% of the total number ofthe standards stipulated by TSE. Since appointment is based on a

Company shares outstanding) on March 31, 2017.

request from the Company, we recognize that independence from

There are no particular shared interests between the Company

management is to be ensured.

and Kanako Osawa, who is an independent committee member as
stipulated in the Company’s rules of large-scale purchase to deal
with an act of large-scale purchase.

4.	Outside Directors’ Supervision of Directors’ Execution of Duties
and Internal Auditing, Mutual Cooperation with Audit &Supervisory Committee Audits and Accounting Audits, and2. Functions Performed and Roles Served by Outside Directors in
the Company’s Corporate Governance

Relationship with the Internal Control Division
In addition to attending Board of Directors’ meetings and making

By utilizing knowledge and experience from his directorship experi-

necessary and effective remarks as appropriate during agenda delib-ence at Nippon Paper Industries Co., Ltd., and his many years oferations, outside directors cooperate with the Internal Audit Divisionbusiness experience in this company’s production and sales divisions,and the independent auditor as well as oversee directors in the exe-

Kazumori Fukushima is able to strengthen the Company’s Board of

cution of their duties.

Directors’ supervisory function. He is thus considered qualified to be
an outside director.
By utilizing knowledge and experience from his directorship expe-

Remuneration of Corporate Officers
1. Total Remuneration by Corporate Officer Typerience at Nippon Paper Industries Co., Ltd., and his many years ofbusiness experience in this company’s administrative divisions, Toru

Corporate officer typean Audit & Supervisory Committee member.
By utilizing his long years of policy-based finance experience, hisrich international experience, his specialist academic experience, andhis knowledge and experience gained as an outside director in industries different to that of the Company, Satoshi Ohoka is able to audit
and supervise the Company’s Board of Directors. He is thus considered qualified to be a director serving as an Audit & Supervisory
Committee member. He is also designated as an independent director
based on the criteria stipulated by Tokyo Stock Exchange, Inc. (TSE).

44

LINTEC ANNUAL REPORT 2017

Total remuneration by type(Millions of yen)

Number ofpeoplereceiving
Bonusesremuneration

Basic
remuneration

Stock
options

450

353

11

85

11

(Audit & Supervisory
Committee members)(excluding outside directors)

19

19

—

—

1

Outside officers

16

16

—

—

4

Nozawa is able to audit and supervise the Company’s Board of
Directors. He is thus considered qualified to be a director serving as

Total
remuneration(Millions of yen)

Directors(excluding Audit &Supervisory Committee
members and outside directors)

Directors

2.	Policy Regarding Decisions on Amounts of Director Remuneration

Policy on Holdings of Capital Tie-Up Shares(1)	Director remuneration (excluding Audit & Supervisory Committee

The Company views the establishment and maintenance of stable,

members)

long-term relationships with business partners as a matter of impor-

Remuneration of directors (excluding Audit & Supervisory Committee

tance. For this reason, shares of stock are held to form capital tie-members) consists of the following.

ups when deemed appropriate based on a comprehensive evaluation

Basic remunerationof factors such as the Company’s business relationship with the part-• Fixed amount determined based on rank as well as contributions to

ner in question. We only acquire such holdings when increasing trust

the director shareholding associationand coordination with the business partner through holdings is• Long-term incentives provided by enabling directors to periodicallyjudged as an effective means of mutually raising corporate value, andpurchase and hold shares of Company stock through the director

these holdings are reviewed based on this perspective when neces-shareholding association based on contributions madesary. In exercising voting rights, the Company respects the manage-

Bonusesment policies of the investee and votes for or against proposals based• The Company has established short-term incentives (remuneration

on a careful examination of whether or not the proposal will contrib-

linked to business performance) paid in amounts adjusted based on

ute to improved corporate value and shareholder returns.

consolidated business results. However, the total amount paid does
not exceed ¥150 million.

Stockholdings

Stock options

Stocks held for purposes other than pure investment• Long-term incentives provided together with the director

Number of issues: 56 issues­shareholding association

Total amounts recorded on balance sheet: ¥2,544 million

The amounts of remuneration are decided by the Board of

Fiscal Year under Review
Specific Investment Shares

Directors in accordance with the Company’s internal rules on director
remuneration and based on the duties and responsibilities of eachdirector (excluding Audit & Supervisory Committee members), within
totals approved at the General Meeting of Shareholders.
The remuneration assessment advisory meeting has been established as an advisory body for the president and CEO on mattersregarding the assessment of and decisions on remuneration for
directors (excluding Audit & Supervisory Committee members) withthe aim of improving objectivity and transparency.
This body, which has members including external specialists, provides
advice and makes suggestions to the president and CEO when necessary.
(2)	Director (Audit & Supervisory Committee member) remuneration
Audit & Supervisory Committee member remuneration is dis-

Top 10 issues

Toray Industries, Inc.

Number ofshares(Thousands)
1,160

Amounts
recorded onbalance sheet(Millions of yen)

Purpose of holding

1,144

To strengthen business
relationships

AMANO Corporation

224

499

Same as above

Fujipream Corporation

936

286

Same as above

Mitsubishi UFJ Financial Group, Inc.

159

111

Same as above

KING JIM CO., LTD.

76

66

Same as above

Soken Chemical & Engineering Co., Ltd.

35

55

Same as above

IMURA ENVELOPE CO., INC.

100

48

Same as above

Mizuho Financial Group, Inc.

206

42

Same as above

OZU CORPORATION

15

34

Same as above

ASAHI PRINTING CO., LTD.

1232

Same as above

cussed and decided by the Audit & Supervisory Committee inaccordance with the Company’s internal rules on director remuneration and based on each member’s duties and responsibilities,
within totals approved at the General Meeting of Shareholders.

LINTEC ANNUAL REPORT 201745

THE BASE THAT SUPPORTS GROWTH

Corporate GovernanceIntroduction of Takeover Defense Measures(4)	Opinions and concerns of shareholders and other investors solic-

The Company has introduced takeover defense measures (rules of

ited through IR activities are relayed to management by the rele-large-scale purchase). These measures remain in effect due to thevant divisions via quarterly business reports at the Board ofsubmission to and approval by the General Meeting of Shareholders

Directors’ meetings or reported appropriately to management onheld on June 24, 2015, of proposal No. 6. For details, please see thean as-required basis.

General Meeting of Shareholders section of the Company’s website(http://www.lintec-global.com/ir/stock/meeting.html). Further, the(5)	In interactions with shareholders and other investors, we practiceeffective period of takeover defense measures is three years (until thestringent management of information in accordance with theend of the General Meeting of Shareholders to be held in June 2018).

internal Insider Trading Prevention Regulations to ensure that
insider information is not disclosed. In addition, the Company’s

Shareholder Interactions

disclosure policy stipulates that we will observe a quiet period that

The Company seeks to engage in constructive interactions with

begins approximately one month prior to the announcement ofshareholders and other investors that contribute to sustainable

quarterly financial results to avoid leaks of financial results and to

growth and medium- to long-term improvements in corporate value.

maintain fairness. During this period, we will not answer questions

The Company has established an investor relations (IR) activity

or make comments on our financial results and forecasts.

system and advances proactive initiatives based on the following policies to facilitate this endeavor.
(1)	The officer responsible for IR implements and oversees theCompany’s various IR activities, including individual meetings withshareholders and investors. In regard to responses to requests forindividual meetings, members of senior management or directors
will meet with shareholders or investors requesting meetings
based, whenever appropriate, on the desires and interests of therequester. In the fiscal year ended March 31, 2017, we held individual meetings with more than 180 domestic and overseas institutional investors and analysts.
(2)	The Public Relations Office, Finance & Accounting Department,
General Affairs & Legal Department, and Corporate Strategic
Office will play a central role in advancing the Company’s various
IR activities. Relevant divisions pursue close coordination withthese offices and departments, exchanging information on a daily
basis and meeting with members of senior management as
appropriate to share necessary information.
(3)	In addition to individual meetings, the Company’s IR activities
include regular briefings on financial results and medium-termbusiness plans, visits to overseas investors, participation in IR
conferences at which overseas investors gather, business explanatory forums, and Company briefings for individual investors. In thefiscal year ended March 31, 2017, the Company participated in a
total of four IR conferences held in Tokyo. We seek to expand therange of information provided to domestic and overseas shareholders and other investors by publishing shareholder newslettersand annual reports and posting information in the IR section of ourcorporate website. At the same time, we collect feedback from awide range of shareholders and other investors through surveys
that are attached to shareholder newsletters and made available
on the IR website.

46

LINTEC ANNUAL REPORT 2017

A Message from an Outside Director

Helping to Strengthen
Governance from an
Outsider’s Perspective
Kanako Osawa
Outside Director,
Audit & Supervisory Committee Member

Effectiveness of the Board of Directors

standpoint. It also seems that my asking questions makes it easierAs LINTEC’s Board of Directors moves with the times in corporate

for company management to ask each other questions. As a member

governance, I think it is becoming more of a body that engages inof the Audit & Supervisory Committee, I receive a wide variety ofdebate rather than one that simply makes decisions. In addition to

information from the Audit Office, and when there are things I am not

Board of Directors’ meetings, monthly management meetings areclear about I make a point of asking questions at forums such asheld and attended not only by directors but also executive officers with

Board meetings.

responsibility for business execution, and the Board ultimately reflects

Management inevitably involves risk, and I think that using mythe results of the information sharing that takes place between

knowledge of corporate law to appropriately identify hidden risks is

directors and executive officers. As an outside director, I make every

another important part of my role. I aim to help management ineffort to attend these meetings and deepen my understanding ofdeciding whether risk is tolerable or should be quickly eliminated.

LINTEC’s businesses. Board meetings and management meetings
were previously held on the same day but now are held on separate

Toward Sustained Growthdays, and as a result, I have time to fully digest the management

Having been an outside director for two years, I realize that LINTEC

meeting discussions. Also, I can obtain Board meeting materials

has technology that other companies cannot match and a solid

prior to the meeting, so I endeavor to promote thoughtful discussion

structure where each business division makes a profit. Growthwith probing questions.

strategies that embrace the whole company can be difficult to formu-

I think there are two types of corporate governance—defensive,late due to the wide range of businesses and large number of nichewith a system of mutual checks, and offensive, where risk is taken

products, but I think that making three U.S. and European companies

and consideration is given regarding the direction of management.

subsidiaries in 2016 sent a clear message to investors and employees

LINTEC’s Board strives to achieve a good balance between the two,

about LINTEC’s global growth intentions. In the run-up to the decision,

in my view.

I was of course able to ask many questions at Board of Directors’
meetings from an outside director’s point of view and take part in full

The Role of an Independent Outside Director Who is a Member ofdiscussion of the suitability of taking this step from a risk and

the Audit & Supervisory Committee

opportunity standpoint. The issue now is the synergies that can be

As an attorney at law, I am frequently engaged in corporate law cases

created, and I hope to provide full support using the knowledge I have

involving manufacturers, but I have little specialist knowledge ofaccumulated so far and my outsider’s perspective.

LINTEC’s adhesive product and specialty paper sectors. However, thatmeans I am able to promote lively discussions at Board of Directors’
meetings by putting candid questions from a non-specialist

LINTEC ANNUAL REPORT 201747

THE BASE THAT SUPPORTS GROWTH

Corporate Officers
As of June 22, 2017

Representative Director, Chairman and CEO

Akihiko Ouchi (Date of Birth: Jan. 2, 1945)
Mar. 1967 Joined the Company
Apr. 1994 General Manager, Nagoya Branch OfficeJun. 2000	Director, Plant Manager, Tatsuno Plant, Production Div.
Jun. 2004 Representative Director, President
Apr. 2014	Representative Director, Chairman and CEO(current position)

Takashi Nakamura (Date of Birth: Dec. 23, 1953)
Apr. 1976 Joined the Company
Jun. 2011	Executive Officer, General Manager, Fine & Specialty
Paper Products Operations, Business Administration
Div. and in charge of Converted Products Operations
Apr. 2017	Director, Managing Executive Officer, AssistantGeneral Manager, Business Administration Div.
(current position)

Representative Director, President, CEO and COO

Hiroyuki Nishio (Date of Birth: Oct. 18, 1954)
Apr. 1978 Joined the Company
Jun. 2010	Director, General Manager, Corporate Strategic Office
Apr. 2014	Representative Director, President, CEO and COO(current position)

Gohei Kawamura (Date of Birth: Jan. 12, 1956)
Apr. 1979 Joined the Company
Jun. 2011	Executive Officer, Chairman and President, LINTEC(SUZHOU) TECH CORPORATION (seconded)
Apr. 2017	Director, Managing Executive Officer, General
Manager, Production Div. and in charge of Quality
Assurance & Environmental Protection Div.
(current position)

Director, Vice President Executive Officer and CFO

Hitoshi Asai (Date of Birth: Mar. 7, 1948)
Feb. 1985 Joined the Company
Jun. 2002	Director, Assistant General Manager, Administration
Div. and General Manager, Finance & Accounting Dept.
Oct. 2015	Director, Vice President Executive Officer, General
Manager, Administration Div. (current position)

Jan. 1983 Joined the Company
Jun. 2011	Executive Officer, General Manager, General Affairs& Human Resources Div., General Manager, General
Affairs & Legal Dept. and Human Resources Dept.
Jun. 2015	Director, Managing Executive Officer, General
Manager, General Affairs & Human Resources Div.
(current position)

Directors, Managing Executive Officers

Directors, Executive Officers

Makoto Hattori (Date of Birth: Oct. 12, 1957)

Shuji Morikawa (Date of Birth: Dec. 30, 1955)

Apr. 1980 Joined the Company
Apr. 2014	Executive Officer, General Manager, Advanced
Materials Operations, Business Administration Div.
Apr. 2017	Director, Managing Executive Officer, General
Manager, Business Administration Div.
(current position)

Kazuyoshi Ebe (Date of Birth: Jan. 26, 1953)
Mar. 1975 Joined the Company
Jun. 2008	Director, Assistant General Manager, Research &Development Div., General Manager, Research Centerand Intellectual Property Dept.
Apr. 2016	Director, Managing Executive Officer, AssistantGeneral Manager, Business Administration Div. andin charge of Optical Products Operations(current position)

48

Tsunetoshi Mochizuki (Date of Birth: May 12, 1958)

LINTEC ANNUAL REPORT 2017

Apr. 1979 Joined the Company
Apr. 2013	Executive Officer, General Manager, Industrial &Material Operations, Business Administration Div.
Jun. 2015	Director, Executive Officer, General Manager,
Industrial & Material Operations, Business
Administration Div. (current position)

Junichi Nishikawa (Date of Birth: Sep. 12, 1955)
Apr. 1978 Joined the Company
Apr. 2013	Executive Officer, Plant Manager, Kumagaya Plant,
Production Div. and General Manager, Fine &Specialty Paper Production Dept.
Jun. 2017	Director, Executive Officer, Assistant General Manager,
Production Div. and Plant Manager, Kumagaya Plant(current position)

Outside Directors / Audit & Supervisory Committee Members

Takehiko Wakasa (Date of Birth: Jun. 23, 1956)

Toru Nozawa (Date of Birth: Mar. 10, 1959)

Apr. 1980 Joined the Company
Apr. 2013	Executive Officer, Plant Manager, Chiba Plant,
Production Div.
Jun. 2017	Director, Executive Officer, Assistant General
Manager, Production Div. and Plant Manager,
Tatsuno Plant (current position)

Apr. 1981 Joined Jujo Paper Co., Ltd.
Jun. 2014 Outside Audit & Supervisory Board Member of		the Company
Jun. 2014	Director, Executive Officer, General Manager,
Corporate Planning Div. and in charge of Subsidiaries
and Affiliated Companies, Nippon Paper Industries
Co., Ltd. (current position)
Jun. 2015	Outside Director / Audit & Supervisory Committee
Member of the Company (current position)

Outside Director

Kazumori Fukushima (Date of Birth: Feb. 12, 1958)
Apr. 1980	Joined Sanyo-Kokusaku Pulp Co., Ltd.
Apr. 2013	Executive Officer, General Manager, Kushiro Mill,
Nippon Paper Industries Co., Ltd.
Jun. 2016	Executive Officer, General Manager, BusinessCommunication & Industrial Paper Sales Div.,
Nippon Paper Industries Co., Ltd. (current position)
Jun. 2017	Outside Director of the Company (current position)

Satoshi Ohoka (Date of Birth: Apr. 24, 1951)
Apr. 1975 Joined Japan Development Bank
Apr. 2003	Lecturer, Chuo University, Graduate School ofCommerce (current position)
Jun. 2006 Outside Director, Ryobi Limited (current position)
Jun. 2007	Member of LINTEC Independent Committee(current position)
Jun. 2012 Outside Director of the Company
Jun. 2015	Outside Director / Audit & Supervisory Committee
Member of the Company (current position)

Director / Audit & Supervisory Committee Member

Hiroshi Okada (Date of Birth: Aug. 25, 1954)

Kanako Osawa (Date of Birth: Dec. 22, 1970)

Apr. 1979 Joined the Company
Oct. 2012 General Manager, Audit OfficeJun. 2017	Director / Audit & Supervisory Committee Member(current position)

Apr. 1998	Certified as an Attorney, joined Kajitani Law Offices(to present)
Oct. 2005 Admitted to practice law in the State of New York, U.S.
Jun. 2015	Outside Director / Audit & Supervisory Committee
Member of the Company (current position)
Jun. 2015	Member of LINTEC Independent Committee(current position)

Executive Officers

Toru Onishi

Masahiro Oshima

Toshimi Sugaya

Plant Manager, Mishima Plant,
Production Div. and General Manager,
Administration Dept.

President, LINTEC USA HOLDING, INC.

General Manager, Fine & Specialty Paper
Products Operations, Business
Administration Div. and General Manager,
Fine & Specialty Paper Sales Dept.

Norio Murata

Sumio Morimoto

Hiroyuki Matsuo

General Manager, Osaka Branch Office,Business Administration Div., in charge ofWestern Japan and General Manager,
Converted Production Sales Dept.

President, LINTEC ASIA PACIFICREGIONAL HEADQUARTERS PRIVATELIMITED

Plant Manager, Agatsuma Plant,
Production Div.

Shigeru Uematsu

Tatsuya Tsukida

Takeshi Kaiya

General Manager, Public Relations Office

General Manager, Research &Development Div. and Research Center

General Manager, Advanced Materials
Operations, Business Administration Div.

Yutaka Iwasaki

Yohei Hoshikawa

Masaaki Yoshitake

General Manager, Converted Products
Operations, Business Administration Div.

General Manager, Corporate Strategic
OfficeGeneral Manager, Printing & Variable
Information Products Operations,
Business Administration Div.

LINTEC ANNUAL REPORT 201749