List of Directors
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After the close of the 85th Ordinary General Meeting of Shareholders held on June 28, 2011, to facilitate business operation utilizing outside perspectives and strengthen further the supervising function for business execution, the Company adopted an Outside Officers’ structure consisting of three Outside Directors and two Outside Auditors. After that, Anritsu transitioned to a “Company with Audit & Supervisory Committee” by resolution at the 89th Ordinary General Meeting of Shareholders held on June 25, 2015, and adopted the current structure consisting of five Outside Directors (including two Audit & Supervisory Committee Members.) By paring down the number of outside officers and joining the board, the proportion of Outside Directors over the whole board has risen, contributing to active discussions and fulfilling deliberations based on stakeholders’ diverse perspectives. After the close of the 91st Ordinary General Meeting of Shareholders held on June 28, 2017, the number of Outside Directors was four (including two Audit & Supervisory Committee Members). The current number is five (including three Audit & Supervisory Committee Members), as resolved at the 95th Ordinary General Meeting of Shareholders held on June 24, 2021. And Outside Directors constitute 50% of the whole Board of Directors.
By appointing Outside Directors with rich experience as the top management of global business companies or broad knowledge and excellent insight as a CPA or legal professional, Anritsu expects to utilize their advice and suggestions from outside perspectives for addressing its managerial challenges. Since all the Outside Directors join the Compensation Committee and the Nominating Committee as members, we believe that deliberations at the meetings and the boards’ decision-making process will become more objective and impartial, thereby contributing to ensuring transparency of the Company management.
When the Company invites and appoints candidates for independent Outside Directors, we shall eliminate any chance of using discretion and establish an environment to ensure their independence as Outside Director even after the appointment. Those approaches, we believe, will contribute to the maintenance and enhancement of corporate governance. Thus, the Company separately stipulates the “Criteria for Judging Independence of Outside Officers,” as disclosed in the Securities Report. (The outline of the criteria is described in the column “Independent Directors” of “1. Organizational Composition and Operation” under “II. Business Management Organization and Other Corporate Governance Systems regarding Decision making, Execution of Business, and Supervision in Management” in this Report. The stipulation, amendment, or abolition of the criteria shall be resolved and approved by the Board of Directors after the deliberations of its advisory body, the Nominating Committee.