Directors、Appointment Criteria
List of Directors
Criteria for appointment of Directors
Internal Directors
Candidates should possess advanced specialized knowledge, demonstrate high capability in executing duties, and be expected to contribute to the company’s performance. In addition, the selection will be based on a comprehensive evaluation centered on the five key elements of our human resource observation criteria: “Empathy and awareness of the Company’s vision and policy,” “High character,” “Initiative, the power of action, and logical thinking power,” “Strategic and conceptual thinking power,” and “High ethical values.”
Outside directors
The Company makes a comprehensive judgment by considering the diversity of the candidates’ areas of expertise and backgrounds, the balance with the knowledge and experience of the entire Board of Directors, and incorporating perspectives from various stakeholders to oversee and ensure the proper operation of the Group’s business activities, while also taking into account their independence from Anritsu.
The career histories of the officers are included in the Integrated Report.
Reasons for Appointment of Outside Directors
| Name | Reasons for Appointment |
|---|---|
| Tatsuro Masamura | Mr. Masamura has broad expertise in information and communication technology, rich experience, and excellent insight as a senior management for several companies. The Company appointed him, expecting him to fully use his knowledge and experience in its management and the board’s decision-making process. |
| Nozomi Ueda | Ms. Ueda has rich experience and expertise as a lawyer. The Company appointed her, expecting her to fully use her knowledge and experience in its management and the board’s decision-making process. |
| Junichi Aoyagi | Mr. Aoyagi has expertise in finance and accounting as a CPA and abundant work experience both domestically and abroad. The Company appointed him, expecting him to fully use his knowledge and experience in management, auditing, and other affairs. |
| Hidetoshi Saigo | Mr. Saigo has work experience as a responsible person for the information system business division of multiple listed companies, thereby he has broad expertise in information and communication technology, rich experience, and excellent insight as a senior management. The Company appointed him, expecting him to fully use his knowledge and experience in management, auditing, and other affairs. |
| Akio Kobayashi | Mr. Kobayashi has expertise and experience in finance and accounting as a CPA and extensive work experience regarding M&As and corporate governance. The Company appointed him, expecting him to fully use his knowledge and experience in its management, auditing, and other affairs. |
Skills Matrix of Directors
The main areas of knowledge, experience, expertise and expectations of each of Anritsu Group’s directors and Audit & Supervisory Committee members are as follows.
- Skills generally required Corporate management/Business strategy/M&A Financial/Accounting Legal/Compliance
- Skills required for our global operations Global/International experience
- Skills required to address business transformation and market-focused issues in light of our current business environment Sales and marketing Technology Research and development Industry knowledge ESG/Sustainability
Reason for selecting fields of expertise and expectations for directors and directors who are also an Audit & Supervisory Committee member
| Fields | Reasons for selection |
|---|---|
| Corporate Management Business Strategy | In order to make appropriate management decisions in a rapidly changing business environment, and to execute growth investments—including M&A—for enhancing corporate value under the Medium-term Management Plan GLP2026, we believe that knowledge and experience related to corporate management, management strategy, and M&A are required. |
| Global/International Experience | We believe having practical, global experience is necessary for directors of companies that conduct business in the international market. |
| Sales and Marketing | We believe knowledge and experience in sales and marketing are necessary for expanding and developing our business by responding to customer needs. |
| Technology Research and Development | We believe knowledge and experience in technologies and research and development are necessary to pursue the testing business, which is our competency, and to combine various ideas from within and outside to cultivate new areas. |
| Industry Knowledge | We believe expert knowledge and experience in our Test and Measurement Business and other businesses as well as business areas for future growth are necessary as in-depth knowledge about our business areas to make final decisions on important matters. |
| Financial/Accounting | We believe knowledge and experience in finance and accounting are necessary for accurate financial reporting, building a resilient financial foundation, and promoting growth and investment strategies for continuous improvement of corporate value. |
| Legal/Compliance | We believe knowledge and experience in legal compliance and corporate governance are necessary to manage risks that emerge from changes in the business environment and enhance the corporate governance system to meet changes in the times. |
| ESG/Sustainability | We believe knowledge and experience in ESG and sustainability are necessary to promote solving issues in achieving a sustainable society through business activities based on the Sustainability Policy. |
Criteria for determining the independence of Outside Officers
When a reasonable examination by the Company finds that an Outside Director (“Outside Officer”) or a candidate for Outside Officer of the Company does not fall under any of the following, the Company judges that such Outside Officer or candidate for Outside Officer is independent from the Company:
- A person who executes business (*1) for the Company or any of its subsidiaries of the Company (the Company and its subsidiaries are collectively referred to as “Group”)
- A major shareholder of the Company (*2), or a person who executes business (*1) for such shareholder
- A person who executes business (*1) for a company, of which the Group is one of major shareholders (*2)
- A person or entity for whom the Group is a major business partner (*3), or a person who executes business (*1) for such person or entity
- A major business partner (*3) of the Group, or a person who executes business (*1) for such partner
- A person or entity receiving donations of a large amount of money or other assets (aids) (*4) from the Group, or a person who executes business (*1) for such person or entity
- A consultant, an accounting expert such as a certified public accountant, etc. or a legal expert such as an attorney, etc. receiving a large amount of money or other assets (benefits) (*4) from the Group, other than the compensation for officer (when a person receiving such asset is a corporate person or an association such as partnership, this paragraph applies to members who belong to such association.)
- A person who is a former employee or officer of a company in a cross-directorship arrangement for Outside Directors (*5) with the Group
- A person who had fallen under any of the preceding paragraphs of 1.~8. in the past (*6)
- A spouse or a family member within two degrees of kinship of either person described in (a) or (b) below;
(a) A key person (*7) among the persons described in the paragraph 1. above (including a director who is, or was, not a person who executes business (*1), when judging the independence of an Outside Director who is an Audit & Supervisory Committee member or a candidate for such outside officer), or
(b) A key person (*7) among the persons described in any of the preceding paragraphs of 2.~8. - Other than the persons described above, a person who is reasonably determined by the Company that he/she is unable to perform his/her duties as Outside Officer in an independent and neutral position.
(Notes)
(*1) “Person who executes business” means a person who executes the business (duties) of director (excluding Outside Director), shikkoyaku, employees, etc. (including executive officer), including a person who executes the business (duties) for a corporate or association such as partnership other than a company.
(*2) “Major shareholder” means a shareholder who holds, directly or indirectly, more than 10% of the voting rights of a company.
(*3) “Major business partner” means a partner who falls under the definition of “major business partner” referred to in “Guidelines Concerning Listed Company Compliance, etc. III 5. (3)2”.
(*4) “A large amount of money and other assets” means the total value exceeding ten million yen (¥10,000,000) per business year or one percent (1%) of the total income of the recipient of such assets, whichever is higher.
(*5) “Cross-dictatorship arrangement for outside officers” means a relationship where a former officer or employee of the Group currently serves as an outside officer for another company, and at the same time, a former officer or employee of such another company serves as an outside officer of the Group.
(*6) “Past” means, in cases which fall under the paragraph 1 above, an indefinite past period and in cases which fall under any of the paragraphs 2.~8. above, five (5) years in the past, including the last business year.
(*7) “Key person” in the item (a) includes an employee of importance, such as executive officer, etc. out of the persons who exercises business described in the item (*1) above, but not include an employee who serves as a position similar to department manager or lower position. “Key person” in the item (b) means, in cases which fall under any of the paragraphs 2.~8. above (excluding the paragraph 7) only a person who exercises business as director, shikkoyaku, executive officers, etc. and in cases which fall under the paragraph 7 above, only a qualified professional such as certified public accountant or attorney.
(*8) Under the rule set by Tokyo Stock Exchange Inc., a listed company is allowed to stipulate insignificant criteria for determining the person is unlikely to influence on shareholders’ decision on exercise of voting rights for specific items, respectively. In this light, the Company separately stipulates, as necessary, such insignificant criteria on “amount of transaction” and “amount of donation”, respectively, in regard to the items “whether the officer is a business partner or a former employee or officer of such partner of the listed company, or not” and “whether the officer is or was employed by the recipient of donation made by the listed company, or not”.