AR2017

49/90

A Message from an Outside DirectorHelping to Strengthen Governance from an Outsider’s PerspectiveEffectiveness of the Board of DirectorsAs LINTEC’s Board of Directors moves with the times in corporate governance, I think it is becoming more of a body that engages in debate rather than one that simply makes decisions. In addition to Board of Directors’ meetings, monthly management meetings are held and attended not only by directors but also executive ofcers with responsibility for business execution, and the Board ultimately reects the results of the information sharing that takes place between directors and executive ofcers. As an outside director, I make every effort to attend these meetings and deepen my understanding of LINTEC’s businesses. Board meetings and management meetings were previously held on the same day but now are held on separate days, and as a result, I have time to fully digest the management meeting discussions. Also, I can obtain Board meeting materials prior to the meeting, so I endeavor to promote thoughtful discussion with probing questions. I think there are two types of corporate governance—defensive, with a system of mutual checks, and offensive, where risk is taken and consideration is given regarding the direction of management. LINTEC’s Board strives to achieve a good balance between the two, in my view. The Role of an Independent Outside Director Who is a Member of the Audit & Supervisory CommitteeAs an attorney at law, I am frequently engaged in corporate law cases involving manufacturers, but I have little specialist knowledge of LINTEC’s adhesive product and specialty paper sectors. However, that means I am able to promote lively discussions at Board of Directors’ meetings by putting candid questions from a non-specialist standpoint. It also seems that my asking questions makes it easier for company management to ask each other questions. As a member of the Audit & Supervisory Committee, I receive a wide variety of information from the Audit Ofce, and when there are things I am not clear about I make a point of asking questions at forums such as Board meetings. Management inevitably involves risk, and I think that using my knowledge of corporate law to appropriately identify hidden risks is another important part of my role. I aim to help management in deciding whether risk is tolerable or should be quickly eliminated. Toward Sustained GrowthHaving been an outside director for two years, I realize that LINTEC has technology that other companies cannot match and a solid structure where each business division makes a prot. Growth strategies that embrace the whole company can be difcult to formu-late due to the wide range of businesses and large number of niche products, but I think that making three U.S. and European companies subsidiaries in 2016 sent a clear message to investors and employees about LINTEC’s global growth intentions. In the run-up to the decision, 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 discussion of the suitability of taking this step from a risk and opportunity standpoint. The issue now is the synergies that can be created, and I hope to provide full support using the knowledge I have accumulated so far and my outsider’s perspective. Kanako OsawaOutside Director, Audit & Supervisory Committee Member47LINTEC ANNUAL REPORT 2017