Corporate Governance
Basic Concept
The Anritsu Group considers it a top management priority to respond flexibly and speedily to changes in the business environment, to enhance its competitiveness as a global company, and to continuously improve its corporate value. To achieve this, we strive to create an environment and structure in which corporate governance functions effectively. We are working to strengthen corporate governance from the following perspectives.
- Improvement of management transparency
- Appropriate and timely disclosure of information
- Strengthened supervision of management
- Development of human resources for management
System
An overview of the corporate governance structure of the Anritsu Group is as follows.
- In order to strengthen the auditing and supervisory functions, we have adopted a corporate structure that includes an Audit & Supervisory Committee.
- To ensure transparency and accountability, a Nominating Committee and a Compensation Committee have been established.
- The Anritsu Group is a highly specialized manufacturing company, and business execution requires on-site sensibility and speed. We have introduced an executive officer system as a management system that allows senior management to make prompt decisions, execute business operations, and exercise precise management skills.
■ Board of Directors
Anritsu separates the functions of the Board of Directors for decision-making and supervision from those of the Vice Presidents for conducting business. Meetings of the Board of Directors are held to make resolutions on matters stipulated by the Companies Act and the Articles of Incorporation, as well as important matters concerning Anritsu and its group companies, and to supervise the status of the execution of duties.
The Board of Directors is fundamentally composed of the necessary and appropriate number of members to ensure the fullness and effectiveness of the decision-making process. The Board of Directors for FY2025 consists of four internal directors and five external directors, for a total of nine directors, with both categories including directors who serve as members of the Audit & Supervisory Committee. The appointment of directors shall be determined with due consideration to ensuring diversity within the board of directors, based on a balance of knowledge, experience, and ability, regardless of gender or nationality. In order to eliminate arbitrariness in the selection of candidates for outside directors and to create an environment that ensures their independence after their appointment, Anritsu has established "Criteria for Independence of Outside Directors" by resolution of the Board of Directors. These criteria are disclosed in the Basic Policy on Corporate Governance and the Annual Securities Report.
■ Audit & Supervisory Committee
The Audit & Supervisory Committee audits the execution of duties by directors, the effectiveness of internal control systems, business performance, and financial conditions.
■ Nominating Committee
As an advisory body to the Board of Directors, it deliberates and reports to the Board of Directors on the election and dismissal of directors, vice presidents and executive officers, succession plans for officers, consideration of appointment criteria, and plans for the development of the next generation of management executives.
■ Compensation Committee
As an advisory body to the Board of Directors, it deliberates and reports to the Board of Directors on the remuneration schemes and its details, level, distribution balance, and the amount of performance-linked remuneration with respect to the remuneration of directors, vice presidents, and executive officers.
■ Independent Committee
The Independent Committee is composed solely of outside directors. The chairperson of the Independent Committee is selected by outside directors from among themselves. The chairperson is responsible for summarizing the opinions of the outside directors and communicating and coordinating with management.
■ Management Strategy Conference
Important matters related to conducting business are deliberated and decided at the Management Strategy Conference, which is chaired by the Group CEO and made up of executive directors and executive officers.
Composition of Directors and Committees
The composition of the Board of Directors and each committee for FY2025 is shown below.
| Job title | Name | Audit & Supervisory Committee | Nominating Committee | Compensation Committee | Independent Committee |
|---|---|---|---|---|---|
| Representative Director, President, Group CEO | Hirokazu Hamada | 〇 | 〇 | ||
| Director, Senior Vice President, CFO | Shunichi Sugita | 〇 | 〇 | ||
| Director, Senior Vice President, Test & Measurement Company President | Takeshi Shima | ||||
| Director (External/independent) | Tatsuro Masamura | 〇 | ● | ● | |
| Director (External/independent) | Nozomi Ueda | ● | 〇 | 〇 | |
| Director, Audit & Supervisory Committee Member (External/independent) | Junichi Aoyagi | ● | 〇 | 〇 | 〇 |
| Director, Audit & Supervisory Committee Member (External/independent) | Hidetoshi Saigo | 〇 | 〇 | 〇 | 〇 |
| Director, Audit & Supervisory Committee Member (External/independent) | Akio Kobayashi | 〇 | 〇 | 〇 | 〇 |
| Director, Audit & Supervisory Committee Member | Yoshiyuki Amano | 〇 |
● indicates the committee chair
Evaluating the Effectiveness of the Board of Directors
■ Analysis and Evaluation Process
An assessment of the effectiveness of the Board of Directors is brought up at the December, January, February, and March meetings of the Board of Directors each year. In December, we review the status of initiatives implemented to improve issues identified in the previous fiscal year's evaluation, and discuss the evaluation policy for the current fiscal year. Evaluations based on the new evaluation policy begin in January. In February, responses to the questionnaire are analyzed and deliberations are held, including the consolidation of supplementary opinions. In March, the issues identified based on the evaluation results are shared, and a resolution is made regarding the initiatives that should be implemented for improvement going forward. As a Board of Directors, we link this series of evaluation efforts to effective management oversight.
■ Assessment and Issues for FY2024 (Summary)
Beginning in January of each year, Anritsu conducts an evaluation of the effectiveness of the Board of Directors in the form of a questionnaire for all directors and discusses the results of the evaluation at Board of Directors meetings. In FY2024, we confirmed that the Board of Directors continues to be composed of an appropriate number of internal and external management personnel, and that a system is in place for constructive discussion and decision-making and supervision of the directors' execution of duties. Each director fully understands the role he or she must play in improving the Anritsu Group's corporate value over the medium to long term. Based on their diverse experience and expertise, all directors, including external directors, engage in lively discussions. In addition, the following issues were identified to further enhance effectiveness.
- The meeting will not only focus on the progress of the GLP2026 mid-term business plan, but also deepen the discussion from a group-wide perspective on long-term strategies (especially important issues such as human resource strategies) with an eye toward 2030 and beyond.
- We will strive to oversee management with constant awareness of optimizing our business portfolio, taking into account the progress of new business ventures and M&A activities.
- We will identify issues requiring elevated priority and comprehensive attention across the entire group to strengthen group-wide risk management.
We will continue to conduct regular evaluations of the effectiveness of the Board of Directors, aiming to achieve better corporate governance.
Sustainability Initiatives
■ Sustainability-Related Discussions at Board Meetings
Anritsu regards sustainability as an important management issue, and the Board of Directors actively discusses how to promote sustainability. In FY2024, the Board of Directors addressed approximately 20 agenda items related to sustainability. Below is an introduction to the main agenda items and their summaries.
| Held | Issue | Summary |
|---|---|---|
| May | Risks associated with export/import control | Recommend enhancing compliance and improving transparency in risk management through improvements to the educational framework and reporting methods |
| September | Human resources strategy | Propose the promotion of recruitment and development of personnel with an eye toward business expansion in 2030, and the establishment of diverse career paths |
| November | Risks associated with information security | Recommend the need for measures throughout the supply chain and strengthened cooperation with suppliers |
| December | Progress of sustainability management | Confirm collaboration between Anritsu EMEA Limited (U.K.) and Japan on CSRD compliance in Europe, and prepare for integrated disclosure under IFRS standards and collaboration with audit firms |
| February | Environmental activities | Share the challenges regarding the implementation costs of renewable energy and compliance with European regulations, and propose strengthened measures to address biodiversity |
| March | Compliance promotion activities | Propose strengthening the reporting and consultation system, ensuring appropriate responses to diverse consultations, and enhancing ethics and compliance education. |
■ Sustainability training led by outside directors
In FY2024, recognizing that the reliability of disclosure content has become increasingly important due to the institutionalization of sustainability information disclosure, we held a training session led by outside directors and featuring external experts. Audit and Supervisory Committee members, audit department personnel, and disclosure department personnel participated, deepening their understanding of international trends and practical challenges in sustainability disclosure.
■ Initiatives toward Sustainability Targets in the GLP2026 Mid-Term Business Plan
Under GLP2026, the Board of Directors engages in intensive discussions on management issues with the goal of improving global governance. In FY2024, we set an annual agenda, clarified themes, and proceeded with planned discussions. In addition to reports on the status of risk management, including import/export control, disaster response, information security, quality, and the environment, the participants also discussed human resource strategies, M&A strategies, and other topics related to sustainable corporate growth.
Information on corporate governance is also disclosed in the ‘Integrated Report’ and in ‘Corporate Information: Corporate Governance.’ Please refer to these as well.