【Summary】Corporate Governance Report
December 24, 2021
Name of the Company:
Tokyo Electron Limited
Name of the Representative:
Toshiki Kawai
President and CEO(Representative Director)(Code No.8035; The First Section of the Tokyo Stock Exchange)
Person to contact:
Makoto Shinto
Vice President of Legal Dept.
(Tel: 03-5561-7000)
https://www.tel.com/
This is a translation of Summary of a Corporate Governance Report updated on December 24, 2021.
The report was made in accordance with all principles set forth in the Corporate Governance Coderevised in June 2021（excluding contents for the Prime Market）.
Basic Views on Corporate GovernanceIn view of Tokyo Electron’s corporate philosophy that “We strive to contribute to the development of a
dream-inspiring society through our leading-edge technologies and reliable service and support”, TokyoElectron(TEL) believes improving corporate governance is important for achieving success in globalcompetition, realizing sustainable growth, and increasing corporate value over the mid to long term.
To reinforce our corporate governance, TEL will build a structure for utilizing to the maximum theworldwide resources TEL possesses, strengthen our business and technological bases, and put in placea framework that will enable us to establish earning power at a global level.
Moreover, TEL believes that continuing to be a company replete with dreams and vitality will form thefoundation that will support the motivation of our employees and the sustainable growth of TEL.
【Disclosure based on corresponding principles in the Corporate Governance Code】
TEL established Tokyo Electron Corporate Governance Guidelines to provide a governance frameworkthat will contribute to the achievement of this aspiration.
For details of Tokyo Electron Corporate Governance Guidelines:
https://www.tel.com/about/cms-file/cg_01_guideline_en.pdf【Reasons for not implementing some principles in the Corporate Governance Code】
Supplementary Principle 4.8.1 Independent Outside Directors should endeavor to exchange
information and develop a shared awareness among themselves from an independent andobjective standpoint, by means such as regular meetings consisting solely of Independent Outside
Directors (executive sessions).
TEL has not established a meeting consisting solely of Independent Outside Directors.
However, as part of the debates about evaluating the effectiveness of the Board of Directors meetings,
there is discussion and exchange of opinions with Outside Directors and Outside Audit & Supervisory
Board Members, in particular. To improve the effectiveness of this discussion, one Non-executive internal
Corporate Director also attends the meeting. TEL will continuously creat opportunities for this kind ofdiscussion and exchange of opinions with Outside Directors and Outside Audit & Supervisory BoardMembers.
1Moreover, TEL is striving to ensure to provide Independent Outside Directors and Audit & Supervisory
Board Members with sufficient information and dialog with the managements in regard to matters that areof particular importance, by sharing information in advance and exchanging opinions among Independent
Outside Directors and Audit & Supervisory Board Members and TEL executive management in advance.
TEL believes that, by doing so, the Independent Outside Directors and Audit & Supervisory Board
Members have fulfilled their responsibilities through the active participation in discussions at Board ofDirectors meetings.
Supplementary Principle 4.8.2 Independent Outside Directors should endeavor to establish asystem for communicating with the management and for cooperating with Audit & Supervisory
Board Members or The Audit & Supervisory Board by, for example, appointing the lead Independent
Outside Director from among themselves.
TEL is striving to ensure to provide Independent Outside Directors and Audit & Supervisory BoardMembers with sufficient information and dialog with the management in regard to matters that are ofparticular importance, by sharing information in advance and exchanging opinions among Independent
Outside Directors and Audit & Supervisory Board Members and TEL executive management in advance.
While TEL has not appointed a lead Independent Outside Director, TEL believes that there are noissues with communication and cooperation between Independent Outside Directors and the management
or cooperation with the Audit & Supervisory Board.
Supplementary Principle 4.10.1
In order to strengthen independence, objectivity andaccountability of board functions on the matters of nomination（including succession plan）andremuneration of the senior management and directors, the company should seek appropriate
involvement and advice from the committees, including from the perspective of gender and otherdiversity and skills, in the examination of such important matters as nominations and remuneration
by establishing an independent nomination committee and remuneration committee under theboard, to which such committees make significant contributions.
In FY2022, the Nomination Committee consists of four members, including three internal Corporate
Directors and one Independent Outside Director, and the Independent Director is serving as the Chairmanof the Nomination Committee. In addition, it is specified in the regulations of the Nomination Committeethat CEO are not included among Nomination Committee Members. The authority of the CEO does notextend to management of the Nomination Committee, and the Nomination Committee is employing a highdegree of independence and fairness in selecting candidates. Furthermofore, the Nomination Committee
is also obtaining appropriate involvement and advice from Independent Outside Directors through suchmeans as consulting Independent Outside Directors before proposing candidates.
On the other hand, in FY2022, the Compensation Committee consists of four members, including two
internal Corporate Directors and two Independent Outside Directors, half of which are Independent OutsideDirectors. Moreover, the Independent Director is serving as the Chairman of the Compensation Committee.

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