Our Growth Foundation

Corporate Governance

Basic Philosophyof its oversight systems. Consisting of four board members,

LINTEC believes that the fundamentals of corporate governancetwo of whom are its outside auditor, the Audit & Supervisory

are to achieve thorough legal compliance, to increase manage-

Board in principle holds a monthly meeting. By sharing thement transparency and promote corporate ethics, and to makeresults of the business audits performed by each auditor,

prompt decisions and effectively execute operations. By enhancing

the auditors reinforce checks on the decisions of directors

and reinforcing corporate governance, we aim to further

and operational execution of the Company’s management.

increase our corporate value and joint proﬁts with shareholders.
Internal Control Systems
Corporate Governance System

LINTEC is working to ensure the continual effective functioning

LINTEC has set the term of ofﬁce for directors at one yearof internal control systems in order to accomplish appropriate

to make their responsibilities toward shareholders clearer.

accounting, comply with laws and regulations, protect company

Also, through implementation of the executive ofﬁcer system,

property, and increase efﬁciency of business operations.

we have separated the directors, who make important

As part of our efforts, we have set up the Audit Ofﬁce, which

management decisions, from the executive ofﬁcers, who aremonitors internal control systems and performs process

responsible for executing operations. Consisting of ten directors

audits, working together with audit & supervisory board

and two outside directors, the Board of Directors generally

members to provide advice on the construction and operation

holds a meeting once a month to ensure speedy managementof internal management systems from a position that isdecisions and operational execution amid a ﬂuctuating manage-independent from operational divisions.

ment environment. Management meetings are also held once

We have also established the CSR Management Ofﬁce,

a month, attended by directors, executive ofﬁcers, and others.

which reports directly to the president and uniﬁes and promotes

Through the holding of such meetings, we are working toa variety of areas, including thorough implementation ofdevelop optimal management strategies.

corporate ethics, product quality control, environmental

Additionally, LINTEC employs an audit & supervisory board

preservation measures, and investor relations.

system and ensures swift management and the effectiveness

General Meeting of Shareholders
Appointment /Dismissal

Appointment /Dismissal

Appointment /Dismissal

Management decision

CSR Management Ofﬁce• Corporate Ethics Committee• Investor Relations Committee• Customer Satisfaction Committee• Environmental PreservationCommittee• Social Contribution Committee• Safety, Disaster Prevention,and Health Committee

ReportingBoard of Directors(Directors)

Account /Operational
Auditing

Guidance /Promotion

Audit &Supervisory
Board

Cooperation

President

Management Meeting(Directors and Executive Ofﬁcers)

Administrative, Marketing, Production,and Technical Divisions; Domesticand Overseas Subsidiaries
Operational execution

20

LINTEC ANNUAL REPORT 2014

Audit Ofﬁce
Internal
Auditing(Internal Control)

Cooperation

Account
Auditing

IndependentAuditors

InternalControl
Auditing

Risk Management System

LINTEC has established Companywide General Risk Management
Rules, as well as a risk management system for minimizing
inﬂuence and damage to corporate value if a major problem

Outside directors
NameShinichi
SatoBecause he is able to apply his accumulated rich knowledge
and experience as a current director at Nippon Paper Industries
Co., Ltd., to the Company’s management

SatoshiOhoka

Because he is able to apply his long years of policy-based ﬁnanceexperience, his rich international experience, his specialist
academic experience, and his knowledge and experience gained
as an outside director in different industries from the Company
to the Company’s managementarises. It has also implemented and oversees Information
Security Management Rules and Trade Secret Management
Rules for the protection and management of information.

Reason for selection as outside director

There are also Companywide risk assessments centered onthe CSR Management Ofﬁce.

Outside audit & supervisory board members
Name

Limited Liability Contracts

In accordance with Article 427, paragraph 1 of the Companies

ToruNozawa

Because he is able to apply his knowledge and experience fromhis director experience, and many years of business experienceat the administrative division of Nippon Paper Industries Co., Ltd.,to the Company’s auditing system

Kazumi
Idogawa

Because he is able to apply his accumulated specialist knowledge
and experience as a certiﬁed public accountant to the Company’sauditing system

Act, LINTEC has entered into a contract with its individual
outside directors and audit & supervisory board membersthat limits liability for compensation for damages underReason for selection as outside audit & supervisory board member

Article 423, paragraph 1 of the Companies Act. Based on thiscontract, liability for compensation for damages is limited to¥10 million or the minimum liability amount stipulated by law,whichever is greater.

Remuneration of Corporate Ofﬁcers
Total remuneration by corporate ofﬁcer type
Total remuneration by typeInternal Audits and Audit &Corporate ofﬁcer type

Totalremuneration

Directors(excluding outside directors)

the Audit Ofﬁce also inspects the legality and compliance withAudit & supervisoryboard members

internal regulations of operational execution processes and results.

(excluding outside audit &supervisory board members)

In addition, in accordance with audit policy, planning, andOutside ofﬁcers

Number ofpeople
receiving
Bonuses remuneration

Basic
remuneration

Stock
options

406

310

2273

103636――21616――

4(Millions of yen)Supervisory Board Members’ Audits

Regularly performing audits of divisions, worksites, and plants,(Millions of yen)separation of duties, audit & supervisory board members attend
Board of Directors’ meetings and management meetings,
expressing opinions and listening to the views of directors andDirector remuneration, consisting of basic remuneration,

the internal audit division, and also attend other major meetings

stock options, and bonuses, is decided at Board of Directors’

and review important documents. Additionally, they work together

meetings, based on each director’s duties and responsibilities

with the internal audit division and independent auditors towithin totals approved at the General Meeting of Shareholders.

audit all aspects of directors’ activities, receiving reports from

Where necessary, the Remuneration Assessment Advisoryindependent auditors and traveling to subsidiaries as necessary

Committee provides advice and makes suggestions to theto receive operations reports.

president and CEO about decisions regarding the assessment
and remuneration of directors.

Outside Directors and Outside Audit &Audit & supervisory board member remuneration isSupervisory Board Members

decided through the collective deliberation of the auditors,

LINTEC has selected Shinichi Sato and Satoshi Ohoka

based on each member’s duties and responsibilities withinas outside directors and Toru Nozawa and Kazumi Idogawa astotals approved at the General Meeting of Shareholders.

outside audit & supervisory board members.

LINTEC ANNUAL REPORT 201421