Risk Management SystemSustainability CommitteeReviews and deliberates reporting items, provides instruction on response measuresCorporate Risk Management Committee (comprises executive general managers of each division and general managers of each organization that report directly to the president)Identifies, analyzes, and evaluates risks related to individual areas: Business Administration, Production, General Affairs & Human Resources, Procurement, Administration, R&D, Quality Assurance, Environmental & Safety Public Relations, Corporate Strategic, Audit, Business Process Re-engineering, and Sustainability ManagementNumber of Issues of Capital Tie-Up Shares and Amount Recorded on Balance SheetNumber of issues (issues)(Millions of yen)Total amount recorded on balance sheet53Unlisted sharesShares other than unlisted sharesPlease see the investor relations section of our website for further details on corporate governance. www.lintec-global.com/ir/management/governance.html1323831,921Status of AuditsAt LINTEC, audits are performed by the Audit & Supervisory Committee, which is composed of directors who are Audit & Supervisory Committee members, the Audit Office, which is the Company’s internal audit division, and the independent auditor. While utilizing the internal control system, the Audit & Supervisory Committee cooperates with the Audit Office and the independent auditor, receives the necessary reports, and conducts audits of the directors’ business execution through such methods as exchanges of opinions. Each Audit & Supervisory Committee member super-vises the directors in the execution of their duties by stating opin-ions and participating in resolutions through their voting rights at Board of Directors’ meetings. The Audit Office regularly imple-ments internal audits of divisions, work sites, plants, and affiliated subsidiaries. Accordingly, the Audit Office verifies that operational processes and results comply with the law and internal regula-tions. The Audit Office provides advance notice to the Audit & Supervisory Committee of a summary of internal auditing plans, audit items, and other details, and after internal audits are com-pleted, reports all of the audit results to the Audit & Supervisory Committee. Ernst & Young ShinNihon LLC, which serves as the independent auditor, conducts audits via two certified public accountants and 47 assistants.Risk ManagementTo reinforce its risk management system, in April 2018 the LINTEC Group established the Corporate Risk Management Committee, which comprises executive general managers of each division and general managers of each organization that report directly to the president, and the committee meets regularly. In April 2021, we revamped and strengthened our structure for promoting sustain-ability activities. We redefined the committee’s purpose as “ascer-taining business risks and opportunities, formulating policies to address them, and incorporating them into the organization and verifying them.” The committee evaluates and analyzes various risks, including items related to sustainability, based mainly on the issues recognized by committee members and the results of risks identified annually by managers and others. Results are reported on a quarterly basis to the Sustainability Committee for instructions on actions to be taken.Capital Tie-Up SharesThe Company views the establishment and maintenance of stable, long-term relationships with business partners as a matter of importance. For this reason, shares of business partners are held strategically based on a comprehensive evaluation of factors such as the Company’s business relationship with the partner in ques-tion. The Company only acquires such shares when increasing trust and coordination with the business partner is judged as an effective means of mutually raising corporate value. Every February or March, the Board of Directors reviews the appropriateness of holding all capital tie-up shares, taking into consideration the necessity of business relationships and other factors for each individual issue. On shareholdings for which the rationale for hold-ing cannot be confirmed, we proceed with actions such as downsiz-ing our holdings, based on dialogue with the issuing company. In exercising voting rights, in regard to proposals made by business partners, the Company comprehensively considers whether or not a proposal will contribute to improved shareholder value.Takeover Defense MeasuresThe Company has not introduced takeover defense measures. However, in regard to persons who are engaging in or aim to engage in a large-scale purchase of the Company’s stock, the Company will act from the perspective of securing its corporate value and the common interests of its shareholders. From that perspective, the Company will request that persons who are engag-ing in or aim to engage in a large-scale purchase provide necessary and sufficient information to allow the shareholders to appropriately determine the pros and cons of the large-scale purchase in accor-dance with relevant laws and regulations. At the same time, the Company will disclose the opinions of the Board of Directors and endeavor to secure the necessary time and information for the shareholders to consider such large-scale purchase. Further, if it is rationally judged that there is a risk of damage to the Company’s corporate value and the common interests of shareholders unless timely defensive measures are implemented to address a largescale purchase, the Company will endeavor to secure its corporate value and the common interests of its shareholders, as an obvious obligation of the Board of Directors entrusted with management of the Company by its shareholders, by promptly deciding the content of the concrete measures deemed most appropriate at the time in accordance with the relevant laws and regulations and executing such measures.
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