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supervise the Company’s Board of Directors. He is thus considered 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 stipulated 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 deliberations, outside directors cooperate with the Internal Audit Division and the independent auditor as well as oversee directors in the execution 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)462340219914Directors (Audit & Supervisory Committee members)(excluding outside directors)1414――1Audit & Supervisory Board members (excluding outside Audit & Supervisory Board members)99――2Outside ofcers1616――5Note: Effective June 24, 2015, the Company transitioned from the Company with Audit & Supervisory Board system described in the Companies Act of Japan to the Company with Audit & Supervisory Committee system.2.Policy Regarding Decisions on Amounts of Director Remuneration(1)Director remuneration (excluding Audit & Supervisory Committee members) Remuneration of directors (excluding Audit & Supervisory Committee members) consists of the following. Basic remuneration • Fixed amount determined based on rank as well as contribu-tions to the director shareholding association • Long-term incentives provided by enabling directors to periodi-cally purchase and hold shares of Company stock through the director shareholding association based on contributions made Bonuses • Short-term incentives paid in amounts adjusted based on consolidated business results Stock options • Long-term incentives provided together with the director shareholding association The amounts of remuneration are decided by the Board of Directors in accordance with the Company’s internal rules on director remuneration and based on the duties and responsibilities of each director (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 matters regarding the assessment of and decisions on remu-neration for directors (excluding Audit & Supervisory Committee members) with the aim of improving objectivity and transparency. Corporate Governance:: THE BASE THAT SUPPORTS GROWTHLINTEC ANNUAL REPORT 201636

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