CORPORATE GOVERNANCE GUIDELINESFANUC CORPORATION
Last Revision: August 23, 2024
Chapter 1 General Provisions

Article 1 (Purpose of Guidelines)
The purpose of these Guidelines is to set forth the overall principles and structure of corporate governance ofour company.
Article 2 (Fundamental Concept of Corporate Governance)
We ensure the practice of “Strict Preciseness” and “Transparency,” which are the basic principles of FANUC.
We think it is important for the practical functioning of governance to share such easy-to-understand andsimple principles among all officers and employees of the Group.
About “Strict Preciseness” and “Transparency”
Strict PrecisenessThe permanence and soundness of a company are created by Strict Preciseness.
Transparency
The corruption of an organization and the collapse of a company start from opacity.
By establishing a specific code of conduct while practicing “Strict Preciseness” and “Transparency,” we will
make efforts to maintain a high level of awareness of officers and employees of our Group into the future.
Article 3 (Organizational Structure)
FANUC has always worked on enhancing corporate governance based on our Basic Principles of “StrictPreciseness and Transparency.” As we proceed in separating our supervisory and executive functions, in orderto further strengthen the supervisory functions of the Board of Directors and speed up management decisions,
we transitioned to Company with an Audit and Supervisory Committee, that allows us to establish an Audit
and Supervisory Committee consisting of the Directors who are Audit and Supervisory Committee Members
and to expand the delegation of decision-making authority for business execution from the Board of Directors
to Directors. Thus, we are further endeavoring to enhance corporate governance and increase corporate value.

Chapter 2 Fundamental Principles of Our Group

Article 4 (Basic Management Policies)
The principle “Strict Preciseness and Transparency” mentioned in Article 2 (Fundamental Concept ofCorporate Governance) above has been the fundamental principle since the foundation of our company, andapplies not only to corporate governance, but also to the development of products, etc., and all other activities
of officers and employees of our Group.
While firmly maintaining “Strict Preciseness and Transparency,” our Group engages in business activities
based on the "Basic Management Policies" listed in Exhibit 1.

Article 5 (Principle Regarding Relationship with Stakeholders)
We will manage the company while taking into consideration our all stakeholders.
Article 6 (Capital Policy)
In order to continuously develop in a sound manner and to fulfill our responsibilities to all our stakeholders,we will maintain a necessary and sufficient financial base with which we can deal with whatever challenges
we face. In addition to this, we will make necessary investments to grow our business from time to time withthe aim of contributing to the medium and long-term enhancement of corporate value, and we will also
distribute profits to shareholders in the manner set forth in Exhibit 2 attached hereto.
Article 7 (Principle Regarding Cross-Shareholdings)
1 The Company will hold shares of other companies only when it is deemed necessary for the maintenanceand expansion of the business of our Group from a medium and long-term perspective based on the benefits,
such as the development of new products, the stable procurement of parts and materials, the maintenanceof business relationships with customers, etc., upon considering the holding costs, etc. as well. Every year,
we will perform an assessment based on such perspectives, and will strive to reduce the number of sharesfor which the holding significance is determined to be tenuous.
2 In exercising our voting rights of cross-held shares, we will comprehensively consider impact on ourbusiness and on management of such other companies, and other such matters, from a medium and longterm perspective, and then we will appropriately exercise such voting rights.
Article 8 (Whistle-Blowing System)
We will establish and appropriately operate a whistle-blowing system where employees, suppliers and otherstakeholders can whistle-blow without fear of consequences.

Chapter 3

Board of Directors and Audit & Supervisory Committee

Article 9 (Structure of Board of Directors and Appointment and Dismissal of Candidates for Directors)
For candidates for directors, we will nominate, as inside directors, individuals who are expected to contributeto the enhancement of corporate values, considering their past commitment to business, and we will nominate,
as outside directors, individuals who satisfy the requirements set forth in Article 10 below. The appointment
and dismissal of the candidates for directors, including the President and CEO, shall be conducted throughthe deliberation of the Nomination and Remuneration Committee, which is chaired by independent outsidedirectors and the majority of which is composed of independent outside directors. In such a structure,etc., theBoard of Directors will aim for constructive and active deliberations.
Article 10 (Independence Criteria for Independent Outside Directors)
We will select, as candidates for independent outside directors, individuals who have no material conflicts ofinterest and are expected to freely make honest statements, etc., at the meetings of the Board of Directors andin other situations. (For example, it shall be ensured that sales to the individual’s former workplace(organization) from the Company will be under 2% of the consolidated sales of the Company and vice versa,
and that, in the case where the former workplace was a bank, there are no loans to the Company.)
Article 11 (Remuneration of Directors)
For remuneration of directors, we determine an amount of remuneration for inside directors (excluding
directors who are Audit & Supervisory Committee members), basically based on their positions that consistsof performance-based remuneration, fixed remuneration and stock compensation. Outside directors receive
an appropriate amount of fixed remuneration from the standpoint of ensuring independence. Remunerations

for both inside and outside directors are determined by a resolution of the Board of Directors according to
the limit approved at the shareholders’ meeting. This decision shall be made through the deliberation of theNomination and Remuneration Committee, which is chaired by independent outside directors and themajority of which is composed of independent outside directors.
Article 12 (Delegation of Determinations Regarding Execution of Business)
In principle, the Board of Directors will delegate determinations regarding the execution of business to thePresident and CEO in order to make quick decisions, except matters that will be subject to arbitrary decisions
by the Board of Directors as required by laws and regulations, and other important matters as set forth in theRegulations of the Board of Directors.
Article 13 (Personnel Who are to Play Active Roles in the Future)
We will give our personnel, who will play an active role in corporate management in the future, opportunities
to attend important meetings, etc., and will thus make efforts to develop such personnel. With respect to theplan for the successors, such as the President and CEO, etc., we will strive to formulate and apply it throughthe deliberation of the Nomination and Remuneration Committee, which is chaired by independent outsidedirectors and the majority of which is composed of independent outside directors.
Article 14 (Structure of Audit & Supervisory Committee and Candidates for Members)
The majority of the members of our Audit & Supervisory Committee will be outside directors as stipulatedby the Companies Act. Full time Audit & Supervisory Committee members will be appointed, and clericalstaff will be assigned with the aim of ensuring the effectiveness of the activities of the Audit & Supervisory
Committee.
Article 15 (Acquisition of Information by Directors)
For the acquisition of information by directors who are Audit & Supervisory Committee members, the clericalstaff will serve as the contact point, and for other directors, the Legal Department will be the contact. They
will cooperate with all divisions and others concerned, in order to support the directors.
Article 16 (Nomination and Remuneration Committee)
With respect to the appointment and dismissal and remuneration of the directors, as well as the plan for thesuccessors, such as the President and CEO, etc., we establish the Nomination and Remuneration Committee,
which is chaired by independent outside directors and the majority of which is composed of independent
outside directors, and we will secure the objectiveness, transparency, etc. of the procedures through thedeliberation of such Committee.
Article 17 (Cooperation with Independent Outside Directors and Others)
An outside directors’ communication meeting with participants consisting only of independent outside
directors will be held to promote the exchange of information and sharing of views between the independent
outside directors. Discussions will also be held regularly with independent outside directors, the President
and CEO and others, which target the exchange of information and sharing of views in the same manner.
Article 18 (Transactions between Related Parties)
For transactions involving director conflicts of interest and the like, such directors must obtain approval of
the Board of Directors as required by laws and regulations, and we will provide guidance to officers andemployees from time to time so that they will not impair the shared interests of shareholders.
Article 19 (Training)
We will provide explanation to directors from time to time, focusing on important matters under laws andregulations. The section in charge will provide explanation about the overview of management of ourcompany, etc., at the time of their assumption of office, especially to outside directors, and provide other such

opportunities so that they can deepen their understanding about management of our company, and we will
also provide opportunities for lectures, etc., by outside experts and provide other such opportunities, and thus
provide them with necessary support.
Article 20 (Effectiveness, etc. of Board of Directors)
For the effectiveness, etc., of the Board of Directors, in addition to performing a survey of directors, we also
provide opportunities to share opinions in a timely manner. In addition that, we have established a system
where directors can give their opinions, evaluations, etc., from time to time. The results will be disclosed in
the corporate governance report each year.
Article 21 (Dialogue with Shareholders)
We will hold dialogue with shareholders in the manner set forth in Exhibit 3 attached hereto.

First edition: December 1, 2015
Revision: December 21, 2018
Revision: April 24, 2019
Revision: June 27, 2019
Revision: October 28, 2019
Revision: January 29, 2020
Revision: July 6, 2021
Revision: December 23, 2021
Revision: August 23, 2024

Exhibit 1
Basic Management Policies
VisionTo provide indispensable values throughout the world in the field of factory automation through unceasingly
creating technological innovations, and to continue to be a company that is trusted by all stakeholders.

Management Policies
FANUC has consistently pursued factory automation. The starting point was when a project team responsible
for controls was established in 1955, which went on to successfully develop the first NC and servo system inthe private sector in Japan, in 1956.
The targets at its beginnings were to become a company, though small in size, having the robustness of agiant with roots firmly spread in the ground, and to concentrate on technology to go forward, by “walking astraight and narrow path.” This continues to this day.
In order to turn this vision into reality, the FANUC Group established “Genmitsu (Strict Preciseness)” and“Tomei (Transparency)” as its basic principles. In these principles lie the belief that a company will lastforever and be sound with strict preciseness, and that the corruption of an organization and downfall of acompany will start from a lack of transparency.
FANUC engages in the FA, ROBOT and ROBOMACHINE businesses. The FA Business encompasses basic
technologies consisting of NCs, servos and lasers, which are also applied to the ROBOT and ROBOMACHINE
Businesses. In addition, by actively incorporating IoT / AI technologies in all three areas, the Company
endeavors to make FANUC products more efficient for customers to use.
Being true to its origins as a supplier of capital goods, maintenance and service support is provided for
FANUC products for as long as they are used by customers.
Through such business activities, the FANUC Group promotes automation and efficiency in customers’
factories, thus contributing to the development of manufacturing industries in Japan and overseas. FANUC
intends to steadily grow in the field of factory automation, which is extremely promising in the mid‐to‐longterm.

Management Strategies
FANUC is thorough in implementing its basic principles of “Genmitsu (Strict Preciseness)” and “Tomei(Transparency),” and promotes the following policies united as a group. By doing so, the FANUC Group aims
to become an ever‐lasting organization by making customers feel more secure and confident about ourGroup, as well as by adapting to severe changes in the environment.
< one FANUC >Under the slogan of “one FANUC,” the three Businesses of FA, ROBOT and ROBOMACHINE along withSERVICE collaborate to offer total solutions. The Group bonds to support our customers throughout theworld. This is a unique advantage of the FANUC Group which is leveraged to the fullest. Especially, thecombined usage of CNC machine tools and ROBOTs, and ROBOMACHINEs working with ROBOTs, areperceived as key concepts in developing products.
< Reliable, Predictable, Easy to Repair >Upholding our fundamental perception that our products are capital goods to be used in manufacturing
sites, FANUC develops products, meticulously ensuring that they are “Reliable,” “Predictable,” “Easy toRepair,” to minimize downtime and maximize the operating rate in our customers’ factories.

< Ease of Use >As demands for factory automation increase while acquiring skilled workers becomes more difficult, furtheremphasis is placed on ease of use in developing products, to deal with this situation.
< Strengthening Competitivity >By narrowing down to our area of expertise of factory automation, and aggressively investing in R&D in thisfield, products which are highly competitive are developed and released. FANUC will also enhance its
intellectual property portfolio.
< Service First >“Service First” is a basic policy followed by the FANUC Group. Through “Service First,” high level maintenanceservice in line with FANUC’s global standards are provided anywhere in the world. Furthermore, “LifetimeMaintenance” assures customers that maintenance will be offered for as long as they use FANUC products.
It should be noted that “Lifetime Maintenance,” which is difficult for our competitors to imitate, is a corecompetence of the FANUC Group, and shall continue to receive much attention.
< Fortifying the Corporate Structure >Basic policies from the past to make the company stronger will be promoted from a long‐term perspective.
These include making our products more competitive, strengthening sales and service activities, advancing
factory automation and robotization, reducing expenses and time, and streamlining operations.
< IoT / AI Technology >By actively applying IoT and AI technologies to all fields of FA, ROBOT and ROBOMACHINE, customers’
manufacturing processes will be made more efficient.
< Responsibility to Supply >As a supplier of capital goods, FANUC will fulfill its responsibilities to supply under any circumstance. For thisend, manufacturing sites and service offices are being increased and established in various locations so that
service activities can be maintained. Furthermore, measures are being taken to strengthen our supply chain.
Examples are procuring parts from multiple suppliers, and having an adequate amount of parts in stock.
< Enrichment of Human Capital >From the viewpoint that human resources is most vital for mid‐to‐long term growth, improving the work
environment and motivating employees are considered important topics to be addressed. In addition,
looking towards the future, FANUC strongly invests in human capital by employing necessary people andeducating employees. Through such efforts, human capital is continuously enriched.
< Management Indices >In addition to operating margins, ordinary margins, and ROE, market shares are regarded as being a criticalmanagement index. These are considered comprehensively in making management decisions. Furthermore,cost of capital shall be identified accurately, and a plus figure for a five‐year average equity spread (differencebetween ROE and cost of capital) shall be our target.
EndExhibit 2

Notice Concerning Shareholder Return Policy

1. Dividends
We have set a dividend payout ratio of 60% as our basic policy.
2. Share buybacks
We will buy back our own shares in a flexible manner depending on the level of our stock price, taking
into account the balance with our investments for growth.
3. Cancellation of treasury shares
We limit the number of our treasury shares to 5% of the total number of shares issued. As a general rule,
we will cancel any portion exceeding that limit every fiscal year.

EndExhibit 3

Policy on Dialogue with Shareholders

We have an Public Relations & SR (Shareholder Relations) Department to serve as a point of contact in relationto constructive dialogue with shareholders, and we are taking the following actions.

1. Overview of Public Relations & SR (Shareholder Relations) Department
We think we should promote dialogue with shareholders, for the sustainable growth of the company andthe medium and long-term enhancement of corporate value, while putting emphasis on our core business.
We have an Public Relations & SR Department, as a section responsible for the promotion of constructive
dialogue with shareholders both within and outside Japan.

2. Policy on Promotion of Constructive Dialogue with Shareholders
The Public Relations & SR Department works on the following as measures for the promotion ofconstructive dialogue with shareholders.
(1) Dialogue with Shareholders
The Public Relations & SR Department actively promotes dialogue by providing shareholders
with opportunities to participate in various meetings, factory tours, etc. Dialogues are lively,
except that information that is likely to be regarded as insider information or may interfere withour business activities is not discussed.
(2) Opinions, etc. Provided in Dialogue
To promote the sustainable growth of our company and the medium and long-term enhancementof corporate value, we will make efforts to utilize opinions, etc., provided by shareholders throughsuch dialogues.

3. Point of Contact for Dialogue
Contact information is posted on our website (https://www.fanuc.co.jp/en/ir/index.html)

End