Corporate Governance Report

FANUC CORPORATION
Last Update: July 5, 2024

FANUC CORPORATION

Kenji Yamaguchi, President
Contact: Naoki Yukisada, Manager,
Public Relations & Shareholder Relations Department
TEL: 0555 (84) 5555
Securities Code: 6954
https://www.fanuc.co.jp/eindex.html
The corporate governance of FANUC CORPORATION (the “Company”) is described below.

I.

Basic Views on Corporate Governance and Basic Information on Capital Structure,
Corporate Attributes and Other Matters

1. Basic Views
The Company conduct business activities aiming to provide indispensable values throughout the world throughincessant technological innovations in the field of factory automation, and to continue to be a company that istrusted by all stakeholders.
Knowing that corporate governance is essential to our business activities, we ensure they adhere to our basic
principles, “Genmitsu (Strict Preciseness) and Tomei (Transparency)”.
We have adopted various measures to improve corporate governance such as increasing the ratio of our outside
directors, and transitioning into a company guided by an Audit and Supervisory Committee. We will continue tostrengthen corporate supervisory functions, accelerate the advancement of our business decision-making systems,
and promote management efficiency, all with the goal of achieving sustainable growth and enhanced corporate
value.
The Corporate Governance Guidelines (the “Guidelines”) is posted on the Company’s website to provide basic
views and other matters concerning corporate governance of the Company.
(https://www.fanuc.co.jp/en/sustainability/policy/guideline.html)[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company has implemented all of the Principles of the Corporate Governance Code which was revised inJune 2021, including principles for the Prime Market.

[Disclosure Based on the Principles of the Corporate Governance Code] Updated[Principle 1.4 Strategic Share Holdings (So-called “Cross-Shareholdings” in the Corporate Governance Code)]
1 The Company will hold shares of other companies only when it is deemed necessary for the maintenance andexpansion 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 maintenance of 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 shares for which the holding
significance is determined to be tenuous.

-1-2 In exercising our voting rights of cross-held shares, we will comprehensively consider impact on our businessand on management of such other companies, and other such matters, from a medium and long-term perspective,
and then we will appropriately exercise such voting rights.

[Principle 1.7 Related Party Transactions]
For transactions involving director conflicts of interest and the like, such directors must obtain approval of theBoard of Directors as required by laws and regulations, and we will provide guidance to officers and employees
from time to time so that they will not impair the shared interests of shareholders.

[Supplementary Principle 2.4.1 Ensuring Diversity when Promoting Core Human Resource Personnel]
1. Ensuring Diversity
Our Group-wide initiatives favor human resource diversity and respect the individuality of each employee,
including their own value systems, encouraging each one of them to demonstrate their unique abilities (Diversity& Inclusion). This envisages greater organizational strength and sustainable growth.
2. Diversity Goals[Proactive Recruitment and Promotion of Female Employees]• We proactively recruit women towards our goal of a 10% full-time female employee ratio. We are making
efforts to recruit female technical engineers and employees by holding seminars specifically for female
candidates and posting content targeting women on our recruitment website, as well as by offering students
opportunities for discussions on both work and real life with our female employees who visit schools andwelcome visiting students.
• We proactively promote talented women to executive employees. By doing so, we aim to increase the ratioof female executive employees from 3.1% (as of the end of March 2024) to 5% or more by 2030, and areworking to identify female candidates for executive employees and systematically promote training.
[Promotion of Mid-Career Recruits and Foreign Nationals]• We treat our employees equally when evaluating their aptitude, etc., regardless of their nationality or thetiming of recruitment to ensure the optimal appointment of executive employees and so on in a flexible
manner.
3. Human Resource Development Policies for Diversity: Work Environment Improvement Policies; Current
Situation[Diversity Training]• We hold a diversity training continuously for all our employees in order to cultivate a corporate culture where
every employee accepts diversity.
• In the training, we seek to foster and instill a sense of ownership through understanding of the significanceand importance of promoting diversity, and communicate key points to be worked on consciously in theirown workplace to encourage individuals to take concrete actions.
(In FY2023, we held training on the theme of promotion of female participation.)[Support for Work-Life Balance]• This is promoted based on the“Plan of Action for the General Employers in accordance with the Act on the
Promotion of Female Participation and Career Advancement in the Workplace”and other plans.
• To enable employees to balance work with childcare, caring for the aged, and medical treatment, we
improved employment system offers maternity leave, childcare leave, and shorter work hours until children
graduate from elementary school and strive to create comfortable work environments for both male andfemale employees, by cutting back on long working hours, encouraging employees to take advantage of their-2-annual leave days (80% or more), and introducing a system that permits annual leave time to be taken on anhourly basis.
• We promote the acquisition of childcare leave by male employees by disseminating information on thechildcare and family care leave systems company-wide by issuing pamphlets, etc., as well as by establishinga consultation desk on support for balance of work and child/family care.
(Rate of men’s childcare leave acquisition for FY2023: 90.8%)• In FY2019, we opened a daycare center for our employees within the head office premises. The daycare
center proactively accepts infants younger than a year old and supports those on childcare leave to return towork in a flexible manner in accordance with their career aspirations.
[Formation of Network among Female Employees]• We are creating a network through which senior female employees can give advice as mentors to juniorfemale employees on matters unique to women.
• In FY2023, a group of female employees organized an exchange meeting with two female directors on thetheme of workstyles, careers and recruitment, etc., for women.
[Inauguration of the Diversity & Inclusion Project]• With the aim of promoting concrete activities to solve such common issues for both men and women as
recognized in the exchange meeting between the group of female employees and female directors, the“Diversity & Inclusion Project”, which both male and female employees participate, was inaugurated.
For more details regarding our diversity-targeted efforts, please refer to information available on our website,
Promotion of Employee Diversity & Equal Opportunity and ESG data book:https://www.fanuc.co.jp/en/sustainability/social/employees/diversity.html
https://fanuc.co.jp/en/sustainability/databook/index.html[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
In order to secure future benefit resources in a stable manner while considering the risks, the corporate pension
fund is making investments for the purpose of securing overall profits that are deemed to be necessary in the longterm.
Under the fund, the Asset Management Committee, which is composed of executives and staff of the Accounting
Department and the Human Resources Department, is established. The asset management policy and asset
composition ratio according to policy are evaluated by the Asset Management Committee, and then determinedat the Conference of Representatives. Investment status is monitored on a regular basis.
The party who is entrusted with the investment of the fund accepts the Japanese version of the Stewardship Code.
The fund incorporates personnel who have the appropriate skills as well as having office workers attend outside
seminars, etc. in order to improve their skills.

[Principle 3.1 Full Disclosure](i)Company Objectives (e.g., Business Principles), Business Strategies and Business Plans
1. Vision
To provide indispensable values throughout the world through incessant technological innovations in thefield of factory automation, and to continue to be a company that is trusted by all stakeholders.
2. Management Policies
FANUC has consistently pursued factory automation since 1956 when it started the development of NCs(numerical controls).
The targets at its beginnings were to become a company, though small in size, having the robustness of a-3-

giant with roots firmly spread in the ground, and to concentrate on technology to go forward, by “walking
a straight and narrow path.” This is being pursued to this day.
In order to turn this vision into reality, the FANUC Group has established “Genmitsu (Strict Preciseness)”and “Tomei (Transparency)” as its basic principles. In these principles lie the belief that a company will
last forever and be sound with strict preciseness, and that the corruption of an organization and downfall
of a company 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 activities, the FANUC Group contributes to the development of manufacturing industries inJapan and overseas, by promoting automation and efficiency in customers’ factories. FANUC expects tosteadily grow in the field of factory automation, which is extremely promising in the mid-to-long term.
3. 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 Groupaims to become an ever-lasting organization by increasing our customers’ feelings of assurance and trust
towards us, as well as by adapting to severe changes in the environment.
< one FANUC >Guided by the slogan “one FANUC,” the FANUC Group will take maximum advantage of our uniquestrength in uniting the three businesses of FA, ROBOT, and ROBOMACHINE with SERVICE to jointly
provide total solutions and take care of customers throughout the world. In particular, we perceive
collaboration between CNC machine tools and Robots, and between Robomachines and Robots, as one of
our key themes, and will develop products accordingly.
< Reliable, Predictable, Easy to Repair >Considering our foundation as a producer of capital goods that are used in manufacturing sites, FANUC is
meticulous in ensuring that our products are “Reliable, Predictable, Easy to Repair” in their development,
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,further emphasis is placed on ease of use in developing products, to deal with this situation.
< Strengthening Competitivity >We will focus on the area of factory automation, in which we can exhibit the Company’s strengths, andproactively invest in research and development with an aim to develop and launch highly competitive
products to the market. In doing this, we will improve our intellectual property.
< Service First >“Service First” is a basic policy followed by the FANUC Group. Through “Service First,” high level
maintenance service in line with FANUC’s global standards are provided anywhere in the world, as wellas “Lifetime Maintenance” of FANUC products for as long as they are used by our customers. Particularly,
lifetime maintenance, which is difficult for our competitors to imitate, is a primary feature of the FANUC
Group, which shall continue to be focused on.
< 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.
-4-< IoT・AI Technology >By actively applying IoT and AI technologies to all fields of FA, ROBOT and ROBOMACHINE,
customers’ manufacturing processes are made more efficient.
< Responsibility to Supply >As a supplier of capital goods, FANUC will fulfill its responsibilities to supply under any circumstance.
For this end, 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 instock.
< Enrichment of Human Capital >From the viewpoint that human resources is most vital for mid-to-long term growth, improvements in thework environment and motivation of employees are considered important topics to be addressed. In
addition, looking towards the future, FANUC strongly invests in human capital to employ necessary people
and educate 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 criticalmanagement indices. Assessments and judgments are made comprehensively based on such indices.
Furthermore, we will accurately identify its cost of capital, and shall target the average equity spread(difference between ROE and cost of capital) for five years to become a plus figure.
(ii)

Basic Views and Guidelines on Corporate GovernanceWe think it is important for the practical functioning of governance to share such an easy-to-understandand simple principle among all officers and employees of the Group.
We have the 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.

(iii)

Board Policies and Procedures in Determining the Remuneration of the Senior Management and Directors
For remuneration of directors (except for directors who are Audit and Supervisory Committee Members),
we determine an amount of remuneration of inside directors, basically based on their positions, that consistsof performance-based remuneration, fixed remuneration and stock-based remuneration, and an appropriate
amount of fixed remuneration of outside directors from the standpoint of ensuring independence, which
are both determined by resolution of the Board of Directors to the extent approved at the shareholders’meeting. This decision shall be made by the Board of Directors after consultation with the Nomination andRemuneration Committee, which is chaired by independent outside director and the majority of which iscomposed of independent outside directors.

(iv)

Board Policies and Procedures in the Appointment and Dismissal of Senior Management and theNomination of Director Candidates
The appointment and dismissal of the candidates for directors, including the President and CEO, shall be
conducted by the Board of Directors after consultation with the Nomination and Remuneration Committee,
which is chaired by independent outside director and the majority of which is composed of independent
outside directors.

(v)

Explanations with Respect to the Appointment and Nomination of Individual Directors
Explanations on each of the appointment and nomination of candidates for directors upon their nomination
For the reasons for electing candidates for directors, please refer to the Notice of Convocation of theOrdinary General Meeting of Shareholders posted on the Company’s website.
(https://www.fanuc.co.jp/en/ir/meeting/index.html)-5-

[Supplementary Principle 3.1.3 Sustainability Initiatives, etc.]
Our basic policy regarding sustainability is as follows:“The FANUC Group will continue to provide indispensable values throughout the world in the field of factory
automation, through our never-ending technical innovations, abiding by our basic principles of “Genmitsu andTomei (Strict Preciseness and Transparency).”Thus we will pursue enhancement of our corporate value and will contribute to the realization of a sustainable
society.”
Please refer to our website for more details regarding our sustainability initiatives, etc.
〔Top page of the Sustainability Site〕
https://www.fanuc.co.jp/en/sustainability/index.html〔Investing in Human Capital（Sustainability Site：With Our Employees）〕
https://www.fanuc.co.jp/en/sustainability/social/employees/index.html〔Investing in Intellectual Property（Sustainability Site：Intellectual Property）〕
https://www.fanuc.co.jp/en/sustainability/governance/intellectualproperty.html〔Disclosure in Accordance with TCFD Recommendations〕
https://www.fanuc.co.jp/en/sustainability/environment/climate/tcfd.html[Supplementary Principle 4.1.1 Roles and Responsibilities of the Board of Directors]
In June 2021, FANUC transitioned to a company guided by an Audit and Supervisory Committee, in order tofurther strengthen the supervisory role of the Board of Directors and accelerate management decision making.
The Board of Directors’ primary function is to decide on important issues relating to basic management policy,
and to oversee the status of business operations. The Board delegates important business execution decisions to
the President and CEO, except for matters requiring the exclusive decision-making powers of the Board of
Directors as stipulated by law, and important matters stipulated by Board of Directors regulations.

[Principle 4.9 Independence Standards and Qualification for Independent 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 and inother 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 thecase where the former workplace was a bank, there are no loans to the Company.)[Supplementary Principle 4.10.1 Stance, authority, duty etc. regarding independence of Nomination andRemuneration Committee]
With respect to the appointment and dismissal and remuneration of the directors, as well as the plan for the
successors, such as the President and CEO, etc., we establish the Nomination and Remuneration Committee,
which is chaired by independent outside director and the majority of which is composed of independent outside
directors, and we secure the objectiveness, transparency, etc. of the procedures through decision by the Board of
Directors after consultation with such Committee.

-6-[Supplementary Principle 4.11.1 Publication of Integration of Directors’ Capabilities and Policies and Procedures
Regarding the Appointment of Directors]
We maintain a skills matrix that lists the knowledge, experience, and capabilities of all directors, and publish itin the last page of this report.
Policies and procedures regarding the appointment of the Company’s directors are as follows.
•
Candidates for the position of inside director are expected to exhibit all or some skills of the following:“Corporate Management”, “Research and Development”, “Internationality”, “ESG and sustainability”,“Personnel, Labor affairs and HR Development”, “Legal and Risk Management”, and “Finance andAccounting”. They are also expected to display, judging by their approach to business up to the current time,
the potential to contribute to the enhancement of corporate value. Candidates for the position of outside
director are expected to exhibit all or some of the above skills, and in addition are expected to have noconflict of interest, and to have ability to make forthright statements without hesitation at Board Meetingsand on other occasions.
[Independence Criteria for Outside Directors]
To ensure their true independence, we require that candidates meet the following minimum conditions.
1. Sales to the individual’s former workplace (organization) from the Company will be under 2% of theconsolidated sales of the Company, and sales to the Company from the individual’s former workplace will be
under 2% of the consolidated sales of the individual’s former workplace.
2. The Company must not have any loans from the company from which the candidate comes (if the candidate
comes from a bank.)
3. The Company must not have any important transactions such as advisory contracts with the candidate or thefirm he works for (if the candidate is a lawyer or other professional.)
4. The candidate must not come from the audit firm that is the Company’s Accounting Auditor.
5. There must be no other particular reason that could give rise to a conflict of interest with the Company.
6. The candidate must not be the spouse or a relative within the second degree of anyone who does not meet theabove conditions 1 through 5.
•
Candidates shall be expected to have an attendance rate of at least 75% at Board Meetings.
•
The appointment and dismissal of the candidates for directors, including the President and CEO, shall be
conducted by the Board of Directors after consultation with the Nomination and Remuneration Committee,
which is chaired by independent outside director and the majority of which is composed of independent
outside directors.

[Supplementary Principle 4.11.2 The status of Directors Holding Concurrent Posts]
We discloses important concurrent posts of directors along with the reasons for being selected as a candidate, inthe notice of convocation of the general meeting of shareholders where the elections of directors are proposed.
Additionally, at least once a year, the status of directors holding of concurrent posts are checked and disclosed.
(https://www.fanuc.co.jp/en/ir/meeting/index.html)[Supplementary Principle 4.11.3 Analysis and Evaluation of Board of Directors Effectiveness]
1. Evaluation Policy
In order to provide indispensable values throughout the world and to continue to be a company that is trusted by
all stakeholders, we place great importance on corporate governance and thoroughly adhere to our basic principles,“Genmitsu (Strict Preciseness) and Tomei(Transparency),” making every effort to further strengthen supervisory
functions, expedite decisions on business execution and improve management efficiency. As part of this effort,
we evaluate the effectiveness of the Board of Directors every year.
-7-2. Evaluation Process
The evaluation for the current fiscal year was conducted based on insights given by external consultants for the
purpose of understanding issues recognized by each director related to issues to be addressed, for example, mattersdeemed key to the effective fulfillment of roles and responsibilities of the Board of Directors (such as the structure
and management of the Board of Directors and discussions on strategies), and also for the purpose of objectively
confirming whether the Board of Directors is effectively fulfilling its role as expected by our shareholders andother stakeholders. We also confirmed the status of its efforts to address the issues recognized in the evaluationof the effectiveness of the Board of Directors of the previous fiscal year.
In the evaluation, external consultants conducted a questionnaire survey of all directors, and then based on the
results of analysis compiled by those consultants, our Board of Directors conducted reporting and discussions.
3. Summary of Evaluation Results
Considering the results of analysis compiled by external consultants, our Board of Directors analyzed andevaluated the effectiveness of the Board of Directors as follows:(1) Considering the current business environment facing the Company, as it is particularly expected of our Boardof Directors to “supervise execution” and “candidly express opinions and proposal and multi-dimensional
discussions about, for example, issues that are key to execution and issues that are deemed important by
stakeholders,” the Board of Directors was confirmed as functioning effectively with high ratings given to the factthat it is composed of a diverse group of members who are ideal for fulfilling such functions and active discussions
are held, and so on.
(2) In the evaluation of the effectiveness of the Board of Directors of the previous fiscal year, we recognized thefollowing two points as issues:(i) Supervision of the performance of duties by the execution side and presentation of opinions to strengthen theorganizational structure to respond to significant changes in the external environment(ii) Supervision of the performance of duties by the execution side and presentation of opinions to create a
corporate culture and atmosphere that respect the spirit of challenge for sustainable growth of the Company
While our Board of Directors has positively evaluated the fact itself that improvement measures have beenlaunched to address these issues, it has recognized that further efforts need to be made.
(3) Further, through the current fiscal year’s evaluation, it has recognized the necessity to (i) have broad
discussions on business strategies, looking ahead to the future and (ii) increase opportunities for discussion onstrengthening human resources for sustainable growth.
Our Board of Directors will constructively address the matters stated in (2) and (3) above and aim to contributeto sustainable growth of the Company.

[Supplementary Principle 4.14.2 Training Policy for Directors]
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 the Company,
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 the Company, and we will also provide
opportunities for lectures, etc., by outside experts and provide other such opportunities, and thus provide themwith necessary support.

[Principle 5.1 Policy for Constructive Dialogue with Shareholders]
We have a Public Relations & Shareholder Relations Department to serve as a point of contact in relation to
constructive dialogue with shareholders, and we are taking the following actions.
-8-1. Overview of Public Relations & Shareholder Relations Department
We think we should promote dialogue with shareholders, for the sustainable growth of the Company and the
medium and long-term enhancement of corporate value, while putting emphasis on our core business. We have a
Public Relations & Shareholder Relations 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 & Shareholder Relations Department works on the following as measures for the promotionof constructive dialogue with shareholders.
(i) Dialogue with Shareholders
The Public Relations & Shareholder Relations 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 with our business activities is notdiscussed.
(ii) Opinions, etc. Provided in Dialogue
To promote the sustainable growth of the Company and the medium and long-term enhancement of corporate
value, we will make efforts to utilize opinions, etc., provided by shareholders through such dialogues.
3. Point of Contact for Dialogue
Contact information is posted on our website (https://www.fanuc.co.jp/en/ir/index.html)[The status of dialogue with shareholders]
Details on the status of dialogue with shareholders and investors for the year ended 31 March 2024 are on our
website (https://www.fanuc.co.jp/en/sustainability/governance/shareholder.html).

[Supplementary Principle 5.2.1 Basic Policy on Business Portfolio]
The basic policy on the business portfolio of the FANUC Group is as follows:(i) We will categorize the FANUC Group products and technologies into “new areas,” “growth areas,” and“mature areas” from the perspective of market growth potential, return on capital and other factors and verify
them in light of current situations and future prospects.
(ii) Based on (i) above, we will determine the future direction the FANUC Group should aim for and optimize
the business portfolio and allocation of management resources.
(iii) We will implement (i) and (ii) above at least once a year and continuously review the business portfolio andthe allocation of management resources.
[Action to Implement Management that is Conscious of Cost of Capital and Stock Price] (Disclosure in English
available)
Our Company will accurately identify its cost of capital, and shall target the average equity spread (difference
between ROE and cost of capital) for five years to become a plus figure.
Furthermore, the effects of investments in fixed assets, R&D, and human capital among others, will be assessedin consideration of profitability and capital efficiency along with the economic environment in a comprehensive
manner at board meetings, to make judgments on investments which will further contribute to improving thevalue of our Company.

-9-2. Capital Structure
Foreign Shareholding Ratio

More than 30%[Status of Major Shareholders] Updated
Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd. (Trust Account)
Citibank, N.A. - NY, as Depositary Bank for Depositary
Shareholders
JPMorgan Chase Bank 380055
State Street Bank West Client - Treaty 505234
The Bank of New York Mellon 140042
SSBTC Client Omnibus Account
JPMorgan Chase Bank 385781
HSBC HongKong Treasury Services A/C Asian Equities
Derivatives
State Street Bank and Trust Company 505001

Controlling Shareholder (excluding Parent
Company)
Parent Company

Number of Shares
Owned
221,786,100
95,725,300

Percentage (%)
23.45
10.12

26,249,306

2.78

24,983,189
19,315,570
15,954,414
13,729,324
13,247,300

2.64
2.04
1.69
1.45
1.40

12,284,167

1.30

11,153,519

1.18

—
None

Supplementary Explanation Updated
1.

The Company holds 57,426 thousand shares of treasury stock, but they are excluded from the above list of
the major shareholders.

3. Corporate Attributes

Fiscal Year-End

Tokyo Stock Exchange
Prime Market
MarchType of BusinessElectric Appliances

Listed Stock Market and Market Section

Number of Employees (consolidated) as of
the End of the Previous Fiscal YearNet Sales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

More than 1,000
From ¥100.0 billion to less than ¥1 trillion
From 10 to less than 50

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder—
5. Other Special Circumstances which may have Material Impact on Corporate Governance—- 10 -

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Company with an Audit and Supervisory Committee

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office of Directors Stipulated in
Articles of Incorporation18
1 yearChairperson of the Board

Chairman

Number of Directors

11

Appointment of Outside Directors

Appointed

Number of Outside Directors

6

Number of Independent Directors

6Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

Naoko Yamazaki
Other
Hiroto Uozumi
From another company△
Yoko Takeda
From another company
Hidetoshi Yokoi
Academic
Mieko Tomita
LawyerShigeo Igashima
CPA* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Executive or non-executive director of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company’s outside directors are mutually appointed (thedirector himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others- 11 -

Outside Directors’ Relationship with the Company (2) Updated

Name

Naoko
Yamazaki

HirotoUozumi

Audit andSupervisory
Committee
MemberDesignation as
Independent
Director○○

Supplementary
Explanation of
the Relationship—

Although the Group hasbusiness transactions with
Hitachi, Ltd., at which
Hiroto Uozumi served as
Vice
President
andExecutive Officer, thetransaction value accounts
for less than 0.5% ofconsolidated net sales ofboth of the companies.
Therefore, there is no riskof his independence being
affected by this position.

- 12 -

Reasons of Appointment
Naoko
Yamazakihas
extensive
knowledge of advanced aerospaceengineering and manned spacecraft
systems, including robotic arms, as anengineer. She is well versed in scienceand technology, as well as risk
management
includingcrisismanagement, and has experienced
extremely challenging environments as
an astronaut. With her wealth ofexperience and insight, she has
appropriately executed her duties as
outside director in providing theCompany with supervision over andadvice on the business. We expect that she
will continue to contribute to theCompany’s Board of Directors from an
independent position.
She does not correspond to any of thematters as defined by financial instrument
exchanges that may involve conflict ofinterests with general shareholders, and istherefore deemed to be independent.
Hiroto Uozumi has a background inplanning and designing nuclear powersystems and manufacturing major
equipment as the Head of nuclear powerbusiness at Hitachi, Ltd. He is familiar
with manufacturing and company
management due to his experience
holding important positions at Hitachi,Ltd. and Hitachi-GE Nuclear Energy, Ltd.
In addition, as the Company aims to becarbon-neutral by 2050, it is expected that
his knowledge of power and energy
systems, as well as decarbonization, will
be utilized. With his wealth of experienceand insight, he has appropriately executed
his duties as outside director in providing
the Company with supervision over andadvice on the business. We expect that hewill continue to contribute to theCompany’s Board of Directors from an
independent position.
He does not correspond to any of thematters as defined by financial instrument
exchanges that may involve conflict ofinterests with general shareholders, and istherefore deemed to be independent.

Yoko
TakedaHidetoshi
Yokoi

○

○

○

—

—

- 13 -

Yoko Takeda has extensive knowledge of
economic and financial conditions,having conducted research analysis offinance and the economy, and madevarious policy proposals at Mitsubishi
Research Institute, Inc. In addition, she
has various other experiences, including
activities as government commissioner
on the Industrial Structure Council, etc.
With her wealth of experience andinsight, she has appropriately executed
her duties as outside director in providing
the Company with supervision over andadvice on the business. We expect that she
will continue to contribute to theCompany’s Board of Directors from an
independent position.
She does not correspond to any of thematters as defined by financial instrument
exchanges that may involve conflict ofinterests with general shareholders, and istherefore deemed to be independent.
Hidetoshi Yokoi has extensive knowledge
in manufacturing, having been engaged inresearch and education at the university
and in activities at the Japan Science andTechnology Agency to solve problems insociety to meet its demands. He has
played an appropriate role in audits ofbusiness execution as Outside Director
who is an Audit and Supervisory
Committee Member. We expect that hewill continue to contribute to the Board of
Directors and the Audit and Supervisory
Committee from an independent position.
He does not correspond to any of thematters as defined by financial instrument
exchanges that may involve conflict ofinterests with general shareholders, and istherefore deemed to be independent.

MiekoTomitaShigeoIgashima

○

○

○

○

—

—

- 14 -

Mieko Tomita has specialized knowledge
and broad insights cultivated as a lawyer.
She provides advice on strengthening theaudits and supervision of the Company’sbusiness and corporate governance, as
well as maintaining and improving
compliance. She has also played an
appropriate role in audits of businessexecution as Outside Director who is an
Audit and Supervisory Committee
Member. We expect that she will continue
to contribute to the Board of Directors
and the Audit and Supervisory
Committee from an independent position.
She does not correspond to any of thematters as defined by financial instrument
exchanges that may involve conflict ofinterests with general shareholders, and istherefore deemed to be independent.
Shigeo Igashima has professional
experience as a certified public
accountant and tax accountant over many
years, and has extensive knowledge offinancial accounting and internal control.
He has played an appropriate role inaudits of business execution as Outside
Director who is an Audit and Supervisory
Committee Member. We expect that hewill continue to contribute to the Board of
Directors and the Audit and Supervisory
Committee from an independent position.
He does not correspond to any of thematters as defined by financial instrument
exchanges that may involve conflict ofinterests with general shareholders, and istherefore deemed to be independent.

[Audit and Supervisory Committee]
Composition of Members and Attribution of Chairperson

Audit and Supervisory
Committee

Total
Number ofMembers

Number ofStanding
Committee
Members

Number ofInternal
Directors

Number of
OutsideDirectors

Chairman

4

1

1

3

Internal Director

Appointment of Directors and Employees
who are to assist the Audit and Supervisory
Committee in its duties

Appointed

Matters concerning the independence of these directors and employees from Executive Directors
As follows:(i) The Secretariat of the Audit and Supervisory Committee shall be established to assist in the duties of theCommittee.
(ii) The employees belonging to the Secretariat of the Audit and Supervisory Committee shall assist in the dutiesof the Audit and Supervisory Committee according to the instructions of the Committee. Further, when an
employee belonging to the Secretariat of the Audit and Supervisory Committee receives any instruction fromthe Committee relating to its duties, he/she shall be free from the command and control of any director or
employee other than the directors who are the Audit and Supervisory Committee Members with respect tosuch work so instructed.
(iii) The employees belonging to the Secretariat of the Audit and Supervisory Committee have a confidentiality
obligation regarding the content of instructions given by the Committee or a member of the Committee.
(iv) The Audit and Supervisory Committee (or if the Committee nominates a specific member of the Committee,
such member of the Committee) shall be consulted in advance regarding personnel affairs such as recruitment,
transfer, performance appraisal, etc., of the employees belonging to the Secretariat of the Audit andSupervisory Committee.
(v) Directors and employees shall pay attention not to impede the independence of the employees belonging to
the Secretariat of the Audit and Supervisory Committee.
Status of Coordination among Audit and Supervisory Committee, Accounting Auditor and the Internal Audit
Department
The status of internal audits and internal controls are reported by the Internal Audit Department and accounting
audits are reported by the accounting auditor at the Audit and Supervisory Committee to the Directors who are
the members of the Committee to ensure mutual cooperation and maintain close relationships with the auditing(including internal auditing) and supervisory sections.

- 15 -

[Establishment of Voluntary Committee]
Establishment of Voluntary Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established

Status of Establishment of Voluntary Committee, Composition of Members and Attribution of
Chairperson

Name ofCommittee

Committee
Corresponding to

Remuneration

Members

Standing
Committee
Members

Number of

Number of

Number ofInternal

OutsideOutsideDirectors

Directors

Experts

Numberof Others

6

0

2

4

0

0

6

0

2

4

0

0

Committee

Committee

Corresponding to

Number of

Number of

Nomination and

Nomination

Committee

Total

Nomination andRemuneration
Committee

Remuneration
Committee

Chairman

OutsideDirector

OutsideDirector

Supplementary Explanation
With respect to the appointment and dismissal and remuneration of the directors, as well as the plan for the
successors, such as the President and CEO, etc., we establish the Nomination and Remuneration Committee,
which is chaired by independent outside director and the majority of which is composed of independent outside
directors, and we secure the objectiveness, transparency, etc. of the procedures through decision by the Board of
Directors after consultation with such Committee.
The composition of the Nomination and Compensation Committee was changed in December 2021, and the ratioof outside directors on the committee is now 66.7%. (Previously, the ratio was 60%)
(Names of Constituents)
Outside Director Naoko Yamazaki (Chairperson), Outside Director Hiroto Uozumi, Outside Director Yoko Takeda,
Outside Director (Audit and Supervisory Committee Member) Mieko Tomita, Director, Chairman Yoshiharu
Inaba, Representative Director, President and CEO Kenji Yamaguchi[Independent Directors]
Number of Independent Directors

6

Matters relating to Independent Directors
The Company has designated all of its outside directors who satisfy the qualification for an independent director
as independent director.
With regard to Independent outside directors, the Company nominates candidates who do not have any certain
interest in the Company, and who can be expected to make frank comments without hesitation at Board of
Directors meetings, etc. Furthermore, in order to ensure such real independence, as minimum requirements,
candidates must meet each of the following conditions.
- 16 -

1. Sales to the individual’s former workplace (organization) from the Company will be under 2% of theconsolidated sales of the Company, and sales to the Company from the individual’s former workplace will be
under 2% of the consolidated sales of the individual’s former workplace.
2. The Company must not have any loans from the company from which the candidate comes (if the candidate
comes from a bank.)
3. The Company must not have any important transactions such as advisory contracts with the candidate or thefirm he works for (if the candidate is a lawyer or other professional.)
4. The candidate must not come from the audit firm that is the Company’s Accounting Auditor.
5. There must be no other particular reason that could give rise to a conflict of interest with the Company.
6. The candidate must not be the spouse or a relative within the second degree of anyone who does not meet theabove conditions 1 through 5.
[Incentives]
Implementation of Performance-based Remuneration
SystemIncentive Policies for Directors
Supplementary Explanation

The Supplementary Explanation is indicated in “Disclosure of Policy on Determining Remuneration Amounts
and Calculation Methods” below.

Recipients of Stock Options
Supplementary Explanation—[Director Remuneration]
DisclosureofIndividual

Directors’

Remuneration

Selected Directors on an individual basis

Supplementary Explanation
The Company discloses the information of remuneration above in accordance with the relevant laws andregulations including the Companies Act, the Financial Instruments and Exchange Act, and the Cabinet Office
Ordinance on the Disclosure of Corporate Affairs, etc.
Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods Updated(1) Matters concerning the Policy for Determining the Details of Remunerations for Individual Directors
The Company has established a policy for determining the details of remunerations for individual directors(excluding the Directors who are Audit and Supervisory Committee Members; the same applies hereinafter in thisparagraph) (hereinafter, “Policy”) in place as outlined below:- Fixed remunerations shall be determined according to the position of each director.
- Performance-based remunerations shall be linked to the current net income attributable to the shareholders of
the parent company as in the case of shareholder returns in principle, and paid according to evaluation standards,- 17 -

with 20% of the amount of performance-based remunerations reflecting non-financial indicators. “Employee
Engagement”, “ESG Evaluation Score” and “GHG Emission Reduction” are applied as such evaluation
standards.
- Stock-based remuneration shall be provided as remuneration of restricted stock, taking various factors, such as
the degree of contribution of the director, into consideration in a comprehensive manner.
- Remuneration for directors comprises fixed remuneration, performance-based remuneration and stock-based
remuneration whose ratios shall be set considering his/her position, responsibility, performance, etc., in acomprehensive manner.
- Remuneration of outside directors shall comprise fixed remuneration only.
The Policy shall be determined by a resolution of the Board of Directors.
As for remunerations for the Directors who are Audit and Supervisory Committee Members, the amount of
remuneration for the individual Directors who are Audit and Supervisory Committee Members shall be
determined by consultation among the Directors who are Audit and Supervisory Committee Members.
(2) Matters concerning Resolution of Shareholders’ Meeting on Remunerations for the Directors
With respect to the aggregate amount of remunerations for the directors (excluding the Directors who are the
Audit and Supervisory Committee Members), it was approved at the 52nd Ordinary General Meeting of
Shareholders held on June 24, 2021 that it shall be capped at the sum of (a) the fixed remuneration limit and (b)the performance-based remuneration limit specified below. Further, it was also approved that, in addition to (a)and (b), (c)stock-based remuneration may be provided to the directors except for the outside directors.
(a) Fixed remuneration: The ceiling annual amount of ¥800 million (including ceiling amount of ¥100 million
for outside directors)(b) Performance-linked remuneration: The ceiling amount, which is set at 0.7% of net income attributable toowners of parent for the fiscal year prior to the General Meeting of Shareholders at which they areappointed or reappointed (provided, however, it shall not exceed a three-year amount of fixed
remuneration)(c) Stock compensation: The annual ceiling amount for the total amount of monetary compensation claims
paid as remuneration for restricted stock is ¥350 million. The upper limit of the total number of shares ofrestricted stock to be allotted in each fiscal year is no more than 28,000
However, on or after the date of approval by the 52nd Ordinary General Meeting of Shareholders held on
June 24, 2021, this total number of shares of Restricted Stock may be adjusted within reasonable limits if
a stock split (including an allotment of the Company’s common stock without consideration) or a reverse
stock split of the Company’s common stock takes place, or if other similar circumstances arise in which
adjustments become necessary to the total number of shares of the Company’s Restricted Stock to be
allotted.
As of the conclusion of the Ordinary General Meeting of Shareholders, the number of directors (excluding the
Directors who are the Audit and Supervisory Committee Members) was six (6), and it was three (3) excluding
the outside directors.
- 18 -

As for the aggregate amount of remunerations for the Directors who are the Audit and Supervisory Committee
Members, it was approved at the 52nd Ordinary General Meeting of Shareholders held on June 24, 2021 to becapped at 200 million yen annually.
As of the conclusion of the Ordinary General Meeting of Shareholders, the number of Directors who are Audit
and Supervisory Committee Members was five (5).
(3) Matters concerning Determination on the Details of Remunerations for Individual Directors (excluding the
Directors who are the Audit and Supervisory Committee Members)
When considering remuneration levels, the Company selects benchmark companies and refers to remunerationlevels based on the results of surveys conducted by external third-party professional organizations. For thedetermination of the amount of remuneration, the Board of Directors determines the details of the amount of
remunerations for the directors (excluding the directors who are the Audit and Supervisory Committee Members)
after consultation with the Nomination and Remuneration Committee, majority of which are independent outside
directors and chaired by an outside director. Since the amounts of remunerations for individual directors are
determined through such procedures, the Board of Directors judges that their details are in line with the Policy.
[Supporting System for Outside Directors]
For the acquisition of information by directors who are Audit and Supervisory Committee members, the secretariatof the Audit and Supervisory Committee 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.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
The Company is a company with an Audit and Supervisory Committee.
The Company has a Board of Directors comprised of 11 directors (including 6 outside directors), as well as an
Audit and Supervisory Committee comprised of 4 directors (including 3 outside directors).
A Nomination and Remuneration Committee, which is chaired by independent outside director and the majorityof which is comprised of independent outside directors, has been established to consult the appointment anddismissal of directors and their remuneration, in order to ensure objectivity and transparency of the procedures.
Ernst & Young ShinNihon LLC is in charge of the accounting audit of the Company.

3. Reasons for Adoption of Current Corporate Governance System
FANUC has always worked on enhancing corporate governance based on our Basic Principles of “Strict
Preciseness and Transparency.” In 2021, as we proceed in separating our supervisory and executive functions, inorder to 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 andSupervisory 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. As a Company with an Audit and Supervisory Committee, the Company is working to further strengthen
the supervisory functions of the Board of Directors and speed up management decision-making, such as bydeveloping and refining relevant rules. In addition, an optional Nomination and Remuneration Committee has- 19 -

been established to ensure objectivity and transparency of procedures regarding the appointment and dismissal of
directors and their remuneration.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings andSmooth Exercise of Voting Rights Updated
Supplementary Explanations
Early Notification of General
Shareholder Meeting
Exercise of Voting Rights by
Electronic Methods
Participation in Electronic
Voting Platform and Other
Efforts to Enhance theEnvironment for the ExerciseofVotingRightsbyInstitutional Investors
Provision of Convocation
Notice (Summary) in English
OthersThe Notice of Convocation of the Ordinary General Meeting of Shareholders
for the fiscal year ended March 31, 2024 held on June 27 was sent on June 6.
In addition, the Company posted the same Notice on its website prior to itsdelivery on May 30.
Shareholders can cast their votes from the website for exercise of voting rightfor General Meeting of Shareholders designated by the Company.

The Company participates in an electronic voting platform.

For the convenience of foreign shareholders, the Company prepared an
English translation of the Notice of Convocation of the Ordinary General
Meeting of Shareholders for referential purpose.
The Notice of Convocation of the Ordinary General Meeting of Shareholders
has been posted on the Company’s website.

2. IR Activities
Supplementary Explanations
Regular Briefings for Analysts
and Institutional Investors
Posting of IR Materials on theWebsiteOthersAfter the announcement, conference calls are held.

Explanation byRepresentative
Yes

Reference materials related to financial results have beenposted on the Company’s website.
The Company established a Public Relations &Shareholder Relations Department, and has held
constructive dialogues with shareholders both at home
and abroad.

3. Measures to Ensure Due Respect for Stakeholders

Implementation ofEnvironmental Activities, CSR
Activities, etc.

Supplementary Explanations
FANUC Group’s environmental activities and CSR activities are open to publicthrough Integrated Report and Sustainability Report. They are available on thewebsite of the Company.
<Integrated report>
https://www.fanuc.co.jp/en/ir/annualreport/index.html<Sustainability report>
https://www.fanuc.co.jp/en/sustainability/report/index.html- 20 -

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development(1) System to ensure that duties of the Company’s Directors and employees are performed in compliance withlaws and regulations and the Company’s Articles of Incorporation
Education on laws and regulations and the Articles of Incorporation and other internal rules shall be provided
to the directors and employees and other measures shall be taken to ensure that duties of directors andemployees are performed in compliance with laws and regulations and the Articles of Incorporation.
(2)

Rules and other systems concerning management of the Company’s exposure to the risk of loss
The Company has established a Risk Management Committee and has created risk management policies inorder to handle potential risks which may obstruct the continuation of the Company’s business, increase in
the Company’s value, or sustainable development of the Company’s activities, and shall engage inappropriate risk management under the supervision of the Board of Directors. Furthermore, the Internal Audit
Department, which directly reports to the President of the Company, shall conduct internal audits regarding
the status of risk management.

(3) System to ensure that duties of the Company’s Directors are performed efficiently
The Managing Officer System shall be introduced to ensure that duties of the directors will be performed
efficiently according to the internal rules providing for the organizational structure, division of duties, official
authority, etc.
(4) System for the storage and management of information concerning the performance of duties of theCompany’s Directors
Information concerning the performance of duties of the directors shall be recorded and stored in accordancewith the internal rules. Directors shall be able to access such information at any time.
(5) System to ensure the appropriateness of operations in the corporate group consisting of the Company andits subsidiaries
The Company will strive to enhance corporate governance in our corporate group by thoroughly
disseminating the group’s code of conduct applied to our corporate group. Regarding important matterspertaining to the management of the Company’s subsidiaries, prior approval shall be requested or a reportshall be submitted to the Company, according to the “FANUC Group Company Regulations.” Each subsidiary
shall individually endeavor to implement proper and efficient management, but as the parent company, theCompany shall provide guidance and supervision through relevant departments including the Internal Audit
Department, in order to enforce the effectiveness of the corporate group’s risk management and compliance,
as deemed necessary.

- 21 -

(6) Matters concerning employees who are to assist the Audit and Supervisory Committee in its duties andmatters concerning the effectiveness of instructions to such employees(i) The Secretariat of the Audit and Supervisory Committee shall be established to assist in the duties of theCommittee.
(ii) The employees belonging to the Secretariat of the Audit and Supervisory Committee shall assist in theduties of the Audit and Supervisory Committee according to the instructions of the Committee. Further,when an employee belonging to the Secretariat of the Audit and Supervisory Committee receives any
instruction from the Committee relating to its duties, he/she shall be free from the command and control
of any director or employee other than the Directors who are the Audit and Supervisory Committee
Members with respect to such work so instructed.
(iii)The employees belonging to the Secretariat of the Audit and Supervisory Committee have a confidentiality
obligation regarding the content of instructions given by the Committee or a member of the Committee.
(7) Matters concerning the independence of the employees who are to assist the Audit and Supervisory
Committee(i) The Audit and Supervisory Committee (or if the Committee nominates a specific member of theCommittee, such member of the Committee) shall be consulted in advance regarding personnel affairs
such as recruitment, transfer, performance appraisal, etc., of the employees belonging to the Secretariatof the Audit and Supervisory Committee.
(ii) Directors and employees shall pay attention not to impede the independence of the employees belonging
to the Secretariat of the Audit and Supervisory Committee.
(8) System for reporting to the Audit and Supervisory Committee(i) Directors and employees shall provide an appropriate report promptly upon any request for reporting on
matters relating to the execution of business made by the Audit and Supervisory Committee or any memberof the Committee nominated by the Committee.
(ii) Directors and employees shall immediately report the details of any matter they discover which may
seriously affect the business or financial conditions of the Company or its subsidiaries to the Audit andSupervisory Committee or any member of the Committee nominated by the Committee.
(iii) No person who provides a report as under (i) or (ii) above shall be treated disadvantageously due to suchreporting.
(9) System to otherwise ensure that auditing by the Audit and Supervisory Committee will be carried out
effectively(i) The Audit and Supervisory Committee or any member of the Committee nominated by the Committee
shall have meetings with the Company’s Directors (other than the Audit and Supervisory Committee
Members) as appropriate to exchange opinions on the management policy, any issues to be dealt with by
the Company, major risks surrounding the Company, enhancement of the environment for auditing by the
Audit and Supervisory Committee, important audit issues, etc.
(ii) Directors and employees may not reject a request by the Audit and Supervisory Committee or any member- 22 -

of the Committee nominated by the Committee for expenses to consult with attorneys, certified accountants
and other external experts or to entrust any investigation, appraisement or other affairs as necessary forthem to carry out audits, unless such expenses so requested are deemed unnecessary for the performance of
duties of the Audit and Supervisory Committee or the member of the Committee nominated by theCommittee.

2. Basic Views on Eliminating Anti-Social Forces
The Company has no relationship with anti-social forces or organizations that threaten order and safety of society.
The Company is a member of the Council for Measures for Corporate Protection in Yamanashi, and has
established a system to closely cooperate with external specialists such as attorneys at law and the police as well
as relevant public agencies.

V. Others
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation—
2. Other Matters Concerning Corporate Governance System
The Company has an internal system as follows for the purpose of timely disclosure of corporate information.
(1) Information on the Company and its subsidiaries that may be subject to obligation for timely disclosure shallbe collected by the departments of the Company which are in charge of information disclosure (Legal
Department, Public Relations & Shareholder Relations Department, Finance & Accounting Department, etc.).
(2) The departments of the Company which are mainly in charge of information disclosure shall evaluate whether
timely disclosure is required or not, pursuant to the Financial Instruments and Exchange Act, rules for timely
disclosure in financial instruments exchanges, etc.
(3) The departments of the Company which are in charge of information disclosure shall make a report toPresident and CEO without delay, and shall make timely disclosure of determined material facts and financial
results after obtaining approval from or reporting to the Board of Directors, as well as disclose facts which
occurred regardless of the Company’s intent, immediately after they occurred.

- 23 -

[Reference Material]

Elect

Overview of the Company’s Internal Control System

Supervisory Functions
Board of Directors（The majority are Outside
Directors ）Audit

President

Auditing Functions

Audit and Supervisory
Committee (The majority are
Outside Directors)

Audit

Coordinate
Elect

Management
MeetingNomination and Remuneration
Committee (The majority are
Outside Directors)（Chairperson : Outside
Director）

Accounting Auditor

Each Division, etc
Internal Audit
Department

General Meeting of Shareholders

Elect

Executive Functions

Supervise

Audit

Audit

Each Subsidiary

Skills Matrix for Directors

Name

Corporate
Gender Management

ResearchandDevelopment

Personnel,

InterESG andLabor affairs
and HRnationality sustainability
Development

Legaland RiskManagement

Finance andAccounting

Yoshiharu Inaba

Male

●

●

●

●

●

●

●

Kenji Yamaguchi

Male

●

●

●

●

●

●

●

Ryuji Sasuga

Male

●

●

●

●

●

Michael J. Cicco

Male

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Naoko Yamazaki

Outside Female

Hiroto Uozumi

Outside Male

Yoko Takeda

Outside Female

Toshiya Okada
Hidetoshi Yokoi
Mieko Tomita
Shigeo Igashima

Audit and Supervisory
Male
Committee Member
Audit and Supervisory
Outside Male
Committee Member
Audit and Supervisory
Outside Female
Committee Member
Audit and Supervisory
Outside Male
Committee Member

●

●

●

●
●

●

●
●
●
●

●
●
●

●

●
●