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40LINTEC ANNUAL REPORT 201819902004200720082011201520162018Formed the LINTEC Corporation as a Company with Audit & Supervisory Board Appointed outside directorIncreased the number of outside directors (from one to two)Increased the number of outside directors (from two to four)Transitioned organizational structure to a Company with Audit & Supervisory CommitteeImplemented Board of Directors’ effectiveness evaluationIntroduced an executive officer system Introduced Takeover Defense MeasuresAbolished Takeover Defense MeasuresBasic PhilosophyThe Group believes that the fundamentals of corporate governance are to achieve thorough legal compliance, to increase management transparency and promote corporate ethics, and to make prompt decisions and effectively execute operations. By enhancing and reinforcing corporate governance, we aim to further increase our corporate value and joint profits with shareholders.Corporate Governance System1. Corporate Governance SystemThe Company has selected the Company with Audit & Supervisory Committee system described in the Companies Act of Japan for its organizational structure. The Company has placed directors that are also Audit & Supervisory Committee members with voting rights on its Board of Directors in order to strengthen the Board’s supervisory function, with a view to stepping up corporate gover-nance and to streamlining management even further. The Company has appointed 15 directors, of whom four are Audit & Supervisory Committee members and four are outside directors.Held once a month to make important decisions with regard to management, Board of Directors’ meetings are also held on an ad hoc basis as necessary to strive for rapid decision making. Primarily comprising executive officers (including directors serving concurrently) responsible for the execution of business, manage-ment meetings are also held once a month and endeavor to streamline business operations through the sharing of information among all business divisions. P.42 Diagram AThe Audit & Supervisory Committee meets once a month and conducts monitoring audits that focus on matters reported from the Audit Office, which is the Company’s internal audit division. In addition to performing audits covering the appropriateness and legality of the execution of directors’ duties, each and every Audit & Supervisory Committee member also plays a role in supervising the execution of the directors’ duties through the exercise of the voting rights on the Board of Directors. P.42 Diagram B• Evaluation of Board of Directors’ effectivenessIn April 2018, the Company conducted an evaluation of the effec-tiveness of the Board of Directors. Details are as follows.OverviewBased on the principles of Japan’s Corporate Governance Code, all directors filled out a survey on matters such as the structure and operation of the Board of Directors, which included some open-ended questions. The results of these surveys were analyzed by THE BASE THAT SUPPORTS GROWTHCorporate Governance SystemOrganizational StructureCompany with Audit & Supervisory CommitteeNumber of Directors (Number of Outside Directors)15 (4)Number of Audit & Supervisory Committee Members (Number of Outside Directors)4 (3)Number of Independent Officers2Directors’ Term of OfficeOne yearBoard of Directors’ Meetings in FY2018Number of meetings: 14Adoption of an Executive Officer SystemYesTakeover Defense MeasuresNoneAccounting AuditorsErnst & Young ShinNihon LLCHistory of Corporate GovernanceGovernance

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