【最終】AR2018

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47LINTEC ANNUAL REPORT 2018FINANCIAL INFORMATIONESGSTRATEGYOVERVIEW A Message from an Outside DirectorThe Board of DirectorsI became an outside director of the Company three years ago. My impression of Board of Directors’ meetings is that state-ments and discussions have become more vigorous than they were directly after my appointment. The different operational attributes and types of specialization that LINTEC’s wide variety of business fields require can make it challenging to under-stand the Company based only on participation in meetings of the Board. To further my understanding, I attend monthly man-agement meetings, which executive officers also attend. Meanwhile, at meetings of the Board I make a point of stating candid opinions and asking questions from the perspective of a non-specialist, which I believe provides opportunities for deepening discussions.Every year, the effectiveness of the Board is evaluated through a questionnaire survey of directors concerning the composition and management of the Board. In this regard, I also give an evaluation in my capacity as an independent outside director. I think that the plan–do–check–act (PDCA) cycle, whereby the Board considers measures for the coming fiscal year in light of the questionnaire survey’s results, is a sound way of ensuring the effectiveness of the Board. In addition, the Company devises different questions each year. Recently, I have a real sense that the questionnaire has become extremely meaningful because it has encouraged proactive discussions regarding such issues as corporate social responsibility (CSR) and the Sustainable Development Goals (SDGs). Initiatives for Corporate Value EnhancementLINTEC’s recent initiatives with respect to corporate governance include revision of the system for remuneration of corporate officers and abolition of takeover defense measures (Rules of Large-Scale Purchase of the Company’s shares). The former initiative promotes ownership of the Company’s shares by directors with the aim of heightening their motivation to increase the share price and enhance corporate value by giving directors and shareholders a common interest in share price changes. The recent General Meeting of Shareholders approved this revision. As for the latter initiative, the Board decided to abolish takeover defense measures upon the expiry of their validity in June. The Board reached this decision after carefully examining risks and merits, as well as the persuasiveness of their respective premises, and after taking into consideration the opinions of shareholders and investors and changes in the external environment. In my view, both initiatives are consistent with the interests of shareholders and directors and will contribute to the enhancement of LINTEC’s corporate value over the long term.On the other hand, the Company faces tasks going forward. This June saw the revision of Japan’s Corporate Governance Code. The code calls for increases in detail, objectivity, and transparency with respect to reductions in capital tie-up shares and appointments and dismissals of CEOs. With this trend seeming likely to continue, I feel that it will be necessary to deepen discussions even further in the future.Also, in recent years LINTEC has been accelerating the glo-balization of operations. For example, it acquired three compa-nies in Europe and the United States in 2016. As organizations become larger, it inevitably becomes more difficult for gover-nance to reach and cover every part of them. In Japan, internal control is functioning adequately under the Audit Office. However, the Company needs to create systems with the aim of strengthening Groupwide governance. In such efforts, LINTEC should coordinate with regional headquarters, including LINTEC USA HOLDING, INC., in the United States and LINTEC ASIA PACIFIC REGIONAL HEADQUARTERS PRIVATE LIMITED in Singapore. Drawing on my experience and knowledge as an attorney, I would like to help LINTEC steadily accomplish each one of these tasks and achieve sustained development.Aiming to strengthen governance, I will continue providing candid opinions based on an objective perspective.Kanako Osawa Outside Director, Audit & Supervisory Committee Member