AR2017

43/90

representative directors, and a nal evaluation was received from outside directors, who are independent ofcers of the Company. In this nal evaluation, outside directors stated that the survey ques-tions and method were rational overall and that the measures in the scal year under review (earlier distribution of documents, elimina-tion of overlaps between the Board of Directors and management meetings, enhancement of discussion at meetings of the Board of Directors), which were taken based on the results of the previous scal year’s survey, were producing improvements. However, the nal evaluation included suggestions for further improvements and a request for consideration of methods of addressing the governance themes that were set out in the scal year under review’s survey. Based on this feedback, we will take steps to develop an environment that facilitates improved Board of Directors’ effectiveness.• Director training policies(1)New director trainingAfter assuming their position, new directors are provided training from outside institutions to endow them with the legal, accounting, and other knowledge necessary to management.(2)Regular trainingOnce or twice a year, directors undergo training on contemporary issues from lawyers or other outside lecturers. These training ses-sions serve as opportunities to hone the sense of judgment that is crucial to members of the Board of Directors.(3)Special trainingWhen necessary, directors participate in seminars at the Company’s expense to acquire the specialized insight required to perform their duties.2. Internal Control SystemWith regard to an internal control system to ensure that the execution of directors’ duties is in compliance with laws and regulations as well as the Articles of Incorporation, and a system to ensure the appropri-ateness of the execution of other business, the Company decided on the following matters at the Board of Directors’ meeting held on June 24, 2015.• System to ensure that the execution of the duties of directors and employees is in compliance with laws and regulations as well as the Articles of IncorporationTo ensure that the execution of the duties of directors and employees is in compliance with laws and regulations as well as the Articles of Incorporation and that a sense of ethics is maintained, the Company established its motto of “Sincerity and Creativity,” on which its Code of Conduct was based. To ensure the effectiveness of the compliance system with regard to laws and regulations as well as the Articles of Incorporation, the Audit Ofce—an organization under the president’s direct supervision—investigates and veries, by means of audits based on the Internal Audit Regulations, whether all of the Company’s operations are being appropriately and reasonably imple-mented and pursuant to laws, the Articles of Incorporation, internal rules and regulations. The results of those audits are regularly reported to directors.• System for storing and managing information related to the execution of directors’ dutiesDocuments are stored and managed in accordance with rules determined for each document type, including those documents stipulated by law.• Regulations and other systems pertaining to management of risks of lossBy promoting the issue of manuals by division and facilitating their thorough use, the Company makes preemptive efforts to reduce or avoid risk. In the case of specic risks, the Company promotes reviews of and improvements to response measures as risks arise. For emergency situations, such as the occurrence of a disaster, the Company has established the Companywide Crisis Management regulations, in addition to a BCMS, which is based on these regula-tions. These are separate from risk management initiatives con-ducted through normal operations, and we strive to ensure that a crisis management organization can be quickly established in the event of an emergency.• System to ensure that the execution of the duties of directors is efciently conductedIn addition to setting out the duties for which directors are responsible for and that correspond to the allocation of roles of each organization, based on the Regulations on the Division of Duties, the Company works to separate management from execution and accelerate decision making by the introduction of an executive ofcer system. Moreover, the Company reviews internal organizations as necessary to be able to respond to environmental changes and works to maintain efciency in the execution of the duties of directors by such means as the setting up of cross-organizational committees on an as-required basis.41LINTEC ANNUAL REPORT 2017