AR2017
46/90

Corporate GovernanceTHE BASE THAT SUPPORTS GROWTHto 21,737,792 shares (28.39% of the total number of Company shares outstanding) on March 31, 2017.There are no particular shared interests between the Company and Satoshi Ohoka, 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.There are no particular shared interests between the Company and Toru Nozawa, but Nippon Paper Industries Co., Ltd., where he serves as a director and an executive ofcer, is a major trading part-ner of the Company, which purchased ¥2,145 million worth of raw materials from and sold ¥42 million worth of products to Nippon Paper (both results from the scal year ended March 31, 2017). In addition, Nippon Paper is a major shareholder in the Company; its holding amounted to 21,737,792 shares (28.39% of the total number of Company shares outstanding) on March 31, 2017.There are no particular shared interests between the Company 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.2. Functions Performed and Roles Served by Outside Directors in the Company’s Corporate GovernanceBy utilizing knowledge and experience from his directorship experi-ence at Nippon Paper Industries Co., Ltd., and his many years of business experience in this company’s production and sales divisions, Kazumori Fukushima is able to strengthen the Company’s Board of Directors’ supervisory function. He is thus considered qualied to be an outside director.By utilizing knowledge and experience from his directorship expe-rience at Nippon Paper Industries Co., Ltd., and his many years of business experience in this company’s administrative divisions, Toru Nozawa is able to audit and supervise the Company’s Board of Directors. He is thus considered qualied to be a director serving as an Audit & Supervisory Committee member.By utilizing his long years of policy-based nance experience, his rich international experience, his specialist academic experience, and his knowledge and experience gained as an outside director in indus-tries different to that of the Company, Satoshi Ohoka is able to audit and supervise the Company’s Board of Directors. He is thus consid-ered qualied 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).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 audit and supervise the Company’s Board of Directors. She is thus considered qualied to be a director serving as an Audit & Supervisory Committee member. She is also designated as an independent director based on the criteria stipu-lated by TSE.3.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 TSE. Since appointment is based on a request from the Company, we recognize that independence from management is to be ensured.4.Outside Directors’ Supervision of Directors’ Execution of Duties and Internal Auditing, Mutual Cooperation with Audit & Supervisory Committee Audits and Accounting Audits, and Relationship with the Internal Control DivisionIn addition to attending Board of Directors’ meetings and making necessary and effective remarks as appropriate during agenda delib-erations, outside directors cooperate with the Internal Audit Division and the independent auditor as well as oversee directors in the exe-cution of their duties.Remuneration of Corporate Ofcers1.Total Remuneration by Corporate Ofcer TypeCorporate ofcer typeTotalremuneration(Millions of yen)Total remuneration by type (Millions of yen)Number of people receiving remunerationBasicremunerationStockoptionsBonusesDirectors (excluding Audit & Supervisory Committee members and outside directors)450353118511Directors (Audit & Supervisory Committee members)(excluding outside directors)1919——1Outside ofcers1616——444LINTEC ANNUAL REPORT 2017

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