Anritsu puts the utmost importance of corporate management on flexibility and swift response to changes in the business environment, enhancing competitiveness as a global corporation, and continuously improving corporate value. To achieve these goals, Anritsu is striving to build an environment and a framework for the effective functioning of corporate governance.
Anritsu is now working on the reinforcement of corporate governance from the following standpoints.

1. Enhancing management transparency
2. Disclosing appropriate and timely information
3. Reinforcing check and balance functions
4. Reinforcing management supervision functions

Anritsu upholds "sincerity, harmony, and enthusiasm" as the company philosophy to fulfill our social missions. With this philosophy in mind, we will continue to introduce appropriate and necessary measures in order to create a corporate culture that values rights and interests of all the stakeholders, including shareholders, customers, and employees of the company, and develop and strengthen the in-house governance system.

Anritsu has introduced the Executive Officer System since 2000. The system entrusts executive officers with powers over business execution, thus allowing them to make faster decisions and moves on their businesses and defining their management responsibilities more clearly.
Important matters related to business execution are deliberated upon and resolved at the Management Strategy Conference to clarify the information sharing process on the decisions made. Matters to be resolved at Board of Directors are also discussed in advance at the Management Strategy Conference to enhance deliberation. The Management Strategy Conference is held once or twice each month. Five of the 13 executive officers are directors.
For internal audit, Anritsu has set up the Internal Auditing Center (consisting of three members as of March 31, 2007) to reinforce check and balance functions over business operations. In addition, departments and committees share functions, as needed, to strengthen company-wide auditing functions.
For example, the Security Trade Control Dept. performs daily export control monitoring.

*	Anritsu's Governance Structure

Assessment by External Organizations - The Pension Fund Association has included Anritsu in the "corporate governance fund" (68 companies as of May 2007). - Anritsu ranked 14th (JCGIndex: 74) in the 6th JCGR Index Survey* covering all the companies listed on the First Section of Tokyo Stock Exchange, conducted by the Japan Corporate Governance Research Institute, Inc. (JCGR) in 2007. *The 312 companies responded to the survey.

 

Anritsu's officers' compensation system creates incentives for business performance improvement, that is, 30% of a director's base annual salary is linked with performances. Such performances include not only business results but also indexes such as level of achievement of targets, set by the respective directors. This is to add a long-term viewpoint to the evaluation process. In addition, Anritsu's stock option system encourages officers to have strong incentives to raise corporate value.
The Company has resolved to abolish the granting of retirement benefits to its officers at the Board of Directors' meeting and the Board of Corporate Auditors' meeting, both held in June 2004.
Concerning compensation for directors, executive officers, and senior corporate staff, the Compensation Advisory Committee, an advisory body to the Board of Directors, deliberates amount of bonuses for officers based on the assessment of their performances for the preceding fiscal year and the officer compensation scheme and its level for the current fiscal year. The Compensation Advisory Committee consists of five members: two full-time directors and three outside members, which are an outside director, a corporate manager, and a university professor, to ensure transparency in deliberation.