Discussion related to management strategies and plansMonitoring of market trends, revision of earnings forecasts, etc. Discussion related to sustainabilityResponse to the disclosure of information related to sustainability (human capital management, the TCFD), etc. Discussion related to corporate governanceReport evaluating the Board of Directors’ effectiveness and consid-eration of measures, etc. Discussion related to business risksGroup internal audit reports, Group company risk monitoring reports, etc. Discussion related to important investment projects and individual businessesReview of business profit improvement plans, consideration of R&D investment in new products, revision of certain U.S. businesses, etc. Discussion related to human capitalDeliberation on current and future initiatives regarding human capital management, implementation of an employee survey, review of succession plans, base salary increases, etc. 1990– 1990 Formed the LINTEC Corporation as a company with an audit and supervisory board 2015 Transitioned organizational struc-ture to a company with an audit and supervisory committee 2011 Introduced an executive officer system 2016 Implemented the evaluation of the effectiveness of the Board of Directors 2015 Increased the number of outside directors (from two to four) 2015 Increased the number of indepen-dent outside directors (from one to two) 2018 Established the Corporate Governance Committee (two independent outside directors participate) 2021 Increased the number of outside directors (from four to five) 2020 Increased the number of independent outside directors (from two to three) 2021 Increased the number of independent outside directors (from three to four) 2021 Augmented the Corporate Governance Committee (all independent outside directors participate) 2021 Established the Sustainability Committee (all outside directors participate) 2021 Renamed the Corporate Governance Committee as the Nomination and Compensation CommitteeOrganizational StructureSeparation of Management and ExecutionGovernance 2004 Appointed an outside director 2008 Appointed an independent outside director 2008 Increased the number of outside directors (from one to two)Outside DirectorsIndependent Outside DirectorsCommittees, etc.2010–Content of Key Deliberations by the Board of Directors (Including the Business Deliberation Council) in the Fiscal Year Ended March 31, 20232020–51Note: The Business Deliberation Council convenes to ensure sufficient discussion on important management issues before the submission of agenda items to the Board of Directors. Evaluation of the Effectiveness of the Board of DirectorsOnce each year, LINTEC conducts an annual survey of all directors on their evaluation of the effectiveness of the Board of Directors through questionnaires and open-ended questions. This evaluation was performed most recently in April 2023. We used a third-party governance survey, with a view to further improving the effective-ness of the Board of Directors. The survey identified “items for which the Company received low marks compared with target company groups (corporate groups in the materials or chemical industries, with market capitalization of ¥500 billion or more, and a 30% or higher foreign shareholder ratio)” as a suggested area for initiatives, and we proceeded by asking the Board members for their opinions on this item. The results obtained were analyzed and evaluated, and issues were identified by the representative direc-tors, and those that should be prioritized in the current fiscal year were considered. Following a review, we have set our priorities for the current fiscal year: work to improve earnings, cultivate the management team from a long-term perspective, and introduce sustainability and ESG performance elements in the remuneration of corporate officers. We plan to continue discussing these matters throughout the year and implementing necessary measures. Following a series of processes, the Company’s independent out-side directors have expressed the opinion that the content of the questionnaire and the evaluation process were reasonable and that rational and numerous measures were being developed. Based on this evaluation, we will continue working to further enhance the environment to improve the effectiveness of the Board of Directors.Changes in Corporate Governance
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