Corporate Governance
Basic Policy
Following the principles of the “Corporate Governance Code,” the Company sets out the “Anritsu Basic Policy on Corporate Governance,” describing its basic views and the organizational structure and frameworks upholding such beliefs to pursue better corporate governance in Anritsu Group (a corporate group comprising of the Company and its subsidiaries, “Group”).
Anritsu Corporation Basic Policy on Corporate Governance (Amended: June 25, 2024) (PDF)
Related Materials
Corporate Governance System
Anritsu has established the Audit & Supervisory Committee and three other committees, the Nominating Committee, Compensation Committee, and Independent Committee. With the aim to improve the transparency of management, a majority of the committee members of the Nominating Committee and Compensation Committee are outside directors and an outside director serves as the committee chairperson of each committee.
| Organization | Purpose and Role | Number of Directors |
|---|---|---|
| Board of Directors | Anritsu separates the functions of the Board of Directors, which makes decisions and supervises, from the functions of Executive Officers, who execute business operations. The Board of Directors decides important matters such as the overall Group management policy and business strategy as the decision-making body of management, while also monitoring and supervising the business execution by the executive body. The appointment of Directors takes into consideration the diversity of the Board of Directors in terms of knowledge, experience, and ability, regardless of gender, nationality, etc. In addition, by maintaining a composition where at least onethird of the Board members are outside directors, Anritsu strengthens the Board’s monitoring and supervisory functions. |
Total: 9 Executive: 3 (internal: 3) Non-executive: 6 (outside: 5) |
| Audit & Supervisory Committee | The Audit & Supervisory Committee reviews audit results, evaluates risks of management issues, and deliberates on and formulates audit policies, priority audit items, annual audit plans, and other items. | 4 (outside: 3) |
| Nominating Committee | The Nominating Committee is an advisory body to the Board of Directors that provides advice and recommendations on the appointment and dismissal of directors, executive officers, and non-Board directors, as well as on the development of executives. In order to enhance transparency, objectivity, and fairness in matters such as the appointment and dismissal of directors and the advancement and retirement of representative directors, all outside directors participate in the Nominating Committee as members, supplementing the role of the Board of Directors. | 7 (outside: 5) |
| Compensation Committee | The Compensation Committee is an advisory body to the Board of Directors that reports on the compensation of directors, executive officers, and non-Board directors. It deliberates on amounts for performance-linked bonus compensation, the executive compensation scheme, as well as the content, level, and balance of distributions. All outside directors participate in the Compensation Committee as members and are responsible for improving the fairness, validity, and transparency of compensation. | 7 (outside: 5) |
| Independent Committee | Composed of independent outside directors, the Independent Committee holds twice-yearly regular meetings as well as conferences before and after meetings of the Board of Directors as needed, with the aim of ensuring the supervisory functions of the Company from an independent standpoint. | 5 (outside: 5) |