[Translation for Reference Purpose Only]

Corporate Governance Report
CORPORATE GOVERNANCE

Furukawa Electric Co., Ltd.

Note：This document has been translated from a part of the Japanese original and provided for reference purposes
only. In the event of any discrepancy between the Japanese original and this English translation, theJapanese original shall prevail.

Last Update: June 28, 2024

Furukawa Electric Co., Ltd.
President Hideya MoridairaContact: Legal Dept.
Securities Code: 5801
https://www.furukawa.co.jp/en/

The corporate governance of Furukawa Electric Co., Ltd. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views[Updated][Structure of Furukawa Electric Group Philosophy]●The Furukawa Electric Group Purpose-1-

[Translation for Reference Purpose Only]●Core Values
We have set the values we wish to particularly emphasize and enhance even further, for the achievement ofCorporate Philosophy and the sustainable growth of Furukawa Electric Group, as “Core Value”.
“Integrity”, “Innovation”, “Addressing Reality”, “Ownership and Speed”, “Collaboration”●Furukawa Electric Group Vision 2030
In order to build a sustainable world and make people’s life safe, peaceful and rewarding, Furukawa ElectricGroup will create solutions for the new generation of global infrastructure combining information, energy andmobility.
Based on the “The Furukawa Electric Group Purpose” and “Core Values”, we enhance our management
performance responding appropriately to changes in the business and market environment by prompt businessdecision making as well as with transparency and fairness. At the same time, we ensure sound management
by developing and establishing an effective internal control system. With these, we will expand and develop
our business on a sustainable basis and increase our corporate value. Furthermore, we seek to strengthen andenhance our corporate governance, in accordance with the followings:ⅰ）We secure the rights and equal treatment of shareholders;ⅱ）We consider interests of stakeholders including shareholders, and cooperate appropriately with them;ⅲ）We ensure appropriate information disclosure and transparency;ⅳ）Given its fiduciary responsibility and accountability to shareholders, Board of Directors carries out
effective oversight of management from objective standpoint, respecting the independent Directors’ role
for the oversight;ⅴ）We engage in constructive dialogue with shareholders who have investment policies in accordance withinterests of mid-to-long-term shareholders.

-2-[Translation for Reference Purpose Only][Reasons for Non-compliance with the Principles of the Corporate Governance Code]Furukawa Electric Co., Ltd. complies with all Principles of the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code] [Updated]
The Company summarizes the results of examinations for compliance with each principle of the Corporate
Governance Code, and has formulated " Furukawa Electric Co., Ltd. Guidelines on Corporate Governance "(hereinafter referred to as " the Guidelines ").
The Guidelines is available on our website (https://www.furukawa.co.jp/en/company/governance.html).
[Principle 1.4 Cross-Shareholdings]
In accordance with “4. (1) Policy for Cross-Shareholdings” of Chapter 2, Section 1 of the Guidelines, theBoard of Directors annually assesses whether it is appropriate to hold each of the individual listed stocks as
cross-shareholdings; and if deemed inappropriate, we strive to reduce such shareholdings.
At its meeting held in December 2023, the Board of Directors assessed the appropriateness of our crossshareholdings. Consequently, we have reduced cross-shareholdings, including 8 listed stocks (3,916 millionyen), resulting in reducing the number of listed stocks held as cross-shareholdings to 16 (19,408 million yen)
as of the end of March 2024.
The following is the summary of the reduction of cross-shareholdings in the past 3 years:【Fiscal year / Amount of listed shares recorded on the balance sheet (number of stocks) as of the end of the
fiscal year / Amount of reduction in cross-shareholdings by selling listed shares during the fiscal year
(at market value)】
FY2021 / 23,061 million yen (17 stocks) / 435 million yen
FY2022 / 19,209 million yen (19 stocks) / 5,435 million yen
FY2023 / 19,408million yen (16 stocks) / 3,916 million yen
Our proxy voting policy is as stipulated in “4. (2) Standards with respect to the Voting Rights as to our
Cross-Shareholding” of Chapter 2, Section 1 of the Guidelines[Principle 1.7 Related party transactions]
As stipulated in “5. Related Party Transactions” of Chapter 2, Section 1 of the Guidelines.
[Supplementary Principle 2.4.1 Ensuring diversity]
The Group has positioned “Furukawa Electric Group Vision for Our People” as our ideal state of people
and organization toward achieving this Purpose. The growth of each and every one of our diverse personnel
is the driving force behind the success of our Group, and we aim for the growth of both individual and theorganization through teamwork to produce results.
Furthermore, in “Furukawa Electric Group Vision for Our People,” which identifies an ideal state of ourpeople and organization, we articulated our principles for people and organization by referring to ‘securing
diversity’ and established a dedicated organization in 2014, which has been working on promoting diversity& inclusion through such initiatives as raising awareness of officers and employees, creating an environment
where diverse people can play important roles, and enabling autonomous work-life management.
With respect to targets/achievements for ensuring diversity of human resources as well as our policies forhuman resources development, improvement of the internal environment, etc., we have disclosed suchinformation on our website (https://furukawaelectric.disclosure.site/en/themes/96).
* Our initiatives for women’s participation and advancement in workplace are also described in “III. 3．
Measures to Ensure Due Respect for Stakeholders – Other” of this Report.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
As stipulated in “5. Roles of Corporate Pension Fund as Asset Owners” of Chapter 2, Section 2 of the
Guidelines.
[Principle 3.1 Enhancement of Disclosure](i) Corporate philosophy, business plan, etc.
-3-

[Translation for Reference Purpose Only]
We established “The Furukawa Electric Group Purpose” and “Core Values” as mentioned in “I.1. Basic
views on Corporate Governance” of this Report as well as Chapter 1, Section 1 of the Guidelines. And
backcasting from the ideal in 2030, we defined the target state in 2025 which is a halfway point. To realize
that, last year, the Company formulated the Medium-term Management Plan “Road to Vision 2030:
Transformation and Challenges” for 4 years ending in FY2025, and has worked on various measures. We also
formulated Medium-term Management Plan, which is available on our website(https://www.furukawa.co.jp/en/ir/management/feature.html).
(ii) Basic views and guidelines on corporate governanceOur basic views on corporate governance are as stated in “I.1. Basic views on Corporate Governance” ofthis Report as well as Chapter 1, Item 3 of the Guidelines.
As mentioned earlier, the Guidelines is available on our website(https://www.furukawa.co.jp/en/company/governance.html .
(iii) Policies and procedures in determining the remuneration of directors and senior management
Our policies and procedures are as stipulated in “1. Composition and Roles of Nominating/Compensation
Committee” as well as “4. Policy on Remuneration for Directors and Officers” of Chapter 3, Section 3 of the
Guidelines.
Details are also provided elsewhere in this Report: specifically, in “II. 1. Form of Organizational Structure
and Operational Management 【Directors】Establishment of optional committee, committee composition,
and attributes of chairperson” and its Supplementary Explanation, as well as “II. 1. Form of Organizational
Structure and Operational Management 【Directors’ Remuneration】Disclosure of Policy on Determining
Remuneration Amounts and Calculation Method”.
(iv) Policies and procedures on nomination of candidates for directors and other officers, andappointment/removal of senior management
As stipulated in “1. Composition and Roles of Nominating/Compensation Committee” of Chapter 3,
Section 3 as well as in “2. Policy on Nomination of Candidates for Directors and Other Officers and Their
Removal” of Chapter 3, Section 3 of the Guidelines.
(v) Explanations with respect to the individual nomination and appointment/removal
In “2. Policy on Nomination of Candidates for Directors and Other Officers and Their Removal” of Chapter
3, Section 3 of the Guidelines, it is stipulated that, upon nominating candidates for Directors and Audit &Supervisory Board Members and appointing/removing Corporate Vice Presidents, reasons for the individual
nominations and appointments/removals should be disclosed.
Among cases applicable to this Item, reasons for appointing new Corporate Vice Presidents are disclosed
in our disclosure document “Notice of Transfer of Executives and New Duties” issued on March 7, 2024(https://www.furukawa.co.jp/en/release/2024/kei_20240307_01.pdf). Furthermore, reasons for nominating
candidates for Directors and Audit & Supervisory Board Members are disclosed in the reference material forthe annual shareholders meeting for the year ending March 2024(https://www.furukawa.co.jp/en/ir/stock/meeting.html).
[Supplementary Principle 3.1.2 Disclosure in English]
Taking into account the ratio of foreign investors, etc., we disclose English versions of reference materials
for various investor briefings, including briefings on financial results and medium-term management plan,
Timely disclosure documents, Annual Securities Reports, Integrated reports, and Notice of annual
shareholders meeting, etc. on our website, etc.
[Supplementary Principle 3.1.3 Disclosure of sustainability initiatives](1) Efforts for Sustainability
The Group formulated “Furukawa Electric Group Vision 2030”, which defines the ideal state of the Group
in 2030. Towards achieving the Vision, the Group has been promoting ESG management, aiming at theGroup’s sustainable growth and increase in corporate value over mid- to long-term.
And the Group established “Furukawa Electric Group Basic Policy on Sustainability”, which articulates
our basic concept for responding to recent rapid changes in the business environment surrounding the Groupand achieving sustainable growth of the Group. We also established the Sustainability Committee for the
purposes of consolidating discussions on sustainability within the Group and further enhancing the quality-4-

[Translation for Reference Purpose Only]and speed of implementation thereof, and strive to proactively address sustainability issues and disclose suchinformation.
Furthermore, in the Medium-term Management Plan “Road to Vision 2030: Transformation andChallenges” for 4 years ending in FY2025, the Group defined the ideal state in FY2025 for each identified
materiality, formulated measures to realize them, and set sustainability indictors/targets to measure theprogress.
The following is the sustainability targets for FY2025:
Sales ratio of environment-friendly products
R&D expense growth rate for new businesses (compared to FY2021)
Implementation rate of IP landscaping for strengthening businesses and themes forcreating new businesses
GHG emissions reduction rate (Scopes 1&2) (compared to FY2021)
Ratio of renewable energy use to total electricity consumption
Employee engagement score
Ratio of female managers (non-consolidated)
Ratio of mid-career hires to total new staff hires (non-consolidated)
Ratio of follow-up on risk management activities for all risk domains
Ratio of SAQ implementation based on CSR Procurement Guidelines for major suppliers
Implementation rate of human rights risk training for managerial positions

70%
125%
100% (*1)-18.7%
30%
80 (*2)
7%
30%
100%
100%
100%

(*1) This indicates that all of the themes set for FY2022 have been implemented.
(*2) The scope of the target was broadened to include domestic and overseas group companies in FY2023,
changing the target from non-consolidated to Group target.

Detailed information on the Group’s sustainability initiatives is disclosed in our securities report, integrated
report and on our website.
(2) Investing in human capital
The Group has positioned “Furukawa Electric Group Vision for Our People” as our ideal state of people
and organization toward achieving this Purpose. The growth of each and every one of our diverse personnel
is the driving force behind the success of our Group, and we aim for the growth of both individual and theorganization through teamwork to produce results.
In the implementation of our management and business strategies, we will coordinate our growth vectors
through dialogue so that both individuals and organizations can improve their performance, grow, solve social
issues, and achieve Vision 2030.
To develop individuals and organizations, being attractive individuals and organization are indispensable.
An organization creates workplaces where individuals motivate their abilities and pass them on to others, andsupports their development so that they can play active roles in the organization. We aim to make individuals
feel attracted to the place (organization and working environment) and continue to excel at work, leading to
the sustainable growth and success of the organization. To achieve these goals, we will work on people andorganization based on six perspectives, grasping the overall image of our activities and promoting conscious
remedial measures in the course of our daily business activities.
As sustainability indicators for realizing the ideal state in FY2025, we set targets for “employee engagementscore ”, “ratio of female managers (non-consolidated)” and “ratio of mid-career hires to all new hires (nonconsolidated)”.
Detailed information on the Group’s initiatives related to human capital is available in our securities report,
integrated report and on our website.
(3) Investing in intellectual property
The Group has positioned intellectual property such as patent and know-how, and intellectual assets thatare our strengths including human assets, organizational capabilities and customer network, as importantmanagement resources. To enhance utilization of them, we have formulated our Group’s basic policy with thefollowing three pillars. We promote group and global intellectual property activities by integrating business,
R&D, and intellectual property.
<Intellectual Property Strategy of Furukawa Electric Group>
Three basic policies:① Reinforcing management and business strategy planning capabilities by IP landscaping:
Reinforce management and business strategy planning capabilities by IP landscaping that incorporates,
analyzes and utilizes intellectual property information into strategy planning processes.
② Utilizing intellectual assets with Open & Closed strategies:-5-[Translation for Reference Purpose Only]
Strengthen business competitiveness by using Open and Closed strategy to utilize intellectual assets; andthen, running an activity cycle of creating and accumulating intellectual assets and protecting business andcore technology, while using IP landscaping to analyze environments for change.
③ Stabilizing business by reducing intellectual property risks:
Identify four categories of risks, which are infringement risk, technology outflow risk, contract risk, andtechnology counterfeit risk, as frequent risks with a significant impact, and continuously reduce such risks tostabilize business.
Under on this basic policy, in order to realize “Furukawa Electric Group Vision 2030”, we promote groupwide and global intellectual property activities with the trinity management of business, research anddevelopment, and intellectual property, from the two perspectives of risk minimization (stabilizing business)and chance maximization (enhancing business opportunities).
As sustainability indicators for realizing the ideal state in FY2025, we set a target for “IP Landscaping
implementation ratios for themes of strengthening business and creating new businesses”.
Detailed information on the Group’s initiatives for strengthening/creating businesses and initiatives related
to human resources/organization by utilizing intellectual assets is available in our intellectual property report.
(4) Impact of climate-related risks and revenue opportunities on our business activities and revenue, etc.
Under the perception that risks and opportunities, which climate change poses on/provides to ourbusinesses, are important management issues, the Group signed up for the recommendations of Task Forceon Climate-related Financial Disclosures (TCFD) in January 2020.
In addition, based on the “Guidance on Metrics, Targets, and Transition Plans” published by TCFD in
October 2021, we started formulating a climate-related transition plan which is a series of targets and actions
to support the transition to a low-carbon economy in FY2023.
To realize the sustainable society, we will continue to make use of TCFD, and thereby strengthen trust
relationships with our stakeholders.
The Group’s responses to TCFD’s recommendations are disclosed in our integrated report.
[Supplementary Principle 4.1.1 Scope and content of the matters delegated to the management]
As stipulated in “2. The Scope and Content of matters that Board of Directors makes Decisions” of Chapter
3, Section 2 of the Guidelines.
[Principle 4.9 Independence standards and qualification for independent outside directors]
As stipulated in “2. Independent Outside Officers” of Chapter 3, Section 6 as well as in “2. Policy for
Nomination and removal of Candidates for Directors, Audit & Supervisory Board Members and Corporate
Vice President” of Chapter 3, Section 3 of the Guidelines.
The " Independence Standards for outside officers" are also provided elsewhere in this Report: specifically,in “II. 1. Form of Organizational Structure and Operational Management 【Independent Directors/Audit &Supervisory Board Members 】 Matters relating to Independent Directors/Audit & Supervisory Board
Members”.
[Supplementary Principle 4.10.1 Ensuring independence and objectivity in Nomination and Compensation ofsenior management]
As stipulated in “1. Formation and Roles of Nominating/Compensation Committee” of Chapter 3, Section
3 of the Guidelines.
Details of Nominating/Compensation Committee are also provided elsewhere in this Report: specifically,in “II. 1. Form of Organizational Structure and Operational Management 【Directors】Establishment of
optional committee, committee composition, and attributes of chairperson ” and its Supplementary
Explanation.
[Supplementary Principle 4.11.1 Views on the balance of directors’ knowledge, experience and skills, and thediversity and size of the Board of Directors]
As stipulated in “2. Policy for Nomination and removal of Candidates for Directors, Audit & Supervisory
Board Members and Corporate Vice President” of Chapter 3, Section 3 of the Guidelines.
The Skill matrix for Directors and Audit & Supervisory Board Members is disclosed in the referencematerial for the annual shareholders meeting for the year ending March 2024.
[Supplementary Principle 4.11.2 Major concurrent positions in other organizations of Directors/Audit &Supervisory Board Members]-6-

[Translation for Reference Purpose Only]
As stipulated in “2. Policy for Nomination and removal of Candidates for Directors, Audit & Supervisory
Board Members and Corporate Vice President” of Chapter 3, Section 3 of the Guidelines.
The status of concurrent posts of Directors and Audit & Supervisory Board Members with officers of otherlisted companies is disclosed in business report and the reference material for the annual shareholders meetingfor the year ending March 2024.
[Supplementary Principle 4.11.3 Analysis and evaluation of effectiveness of Board of Directors]
As stipulated in “1. Roles and Responsibilities of Board of Directors” of Chapter 3, Section 2 of the
Guidelines.
A summary of the results for the year ending March 2024 is available on our website.
[Supplementary Principle 4.14.2 Training policy for directors and Audit & Supervisory Board Members]
As stipulated in “1. Formation and Roles of Nominating/Compensation Committee” of Chapter 3, Section
3 as well as in “Directors and Audit & Supervisory Board Members’ Training” of Chapter 3, Section 8 of the
Guidelines.
[Principle 5.1 Policy for constructive dialogue with shareholders]
As stipulated in “1. Policy for Constructive Dialogue with Shareholders” of Chapter 4 of the Guidelines.

[Measures for Achieving Management with an Awareness of Capital Costs and Share Prices]
In order to strengthen and create businesses with greater emphasis on capital efficiency, we have introduced
ROIC(Return on invested capital) and FVA(Furukawa Value Added : EVA was customized for our company)as management indicators and set financial targets for FY2025 to exceed the cost of capital.
The Following is the financial targets for FY2025:
ROIC (after tax)
ROE
Net D/E ratio
Equity capital ratio
Consolidated net sales
Consolidated operating profit
Profit attributable to owners of parent

6% or more
11% or more
0.8 or less
35% or more
¥1.1 trillion or more
¥58.0 billion or more
¥37.0 billion or more

We will continue to work to increase corporate value and improve PBR(Price Book-value Ratio) by further
accelerating business management and decision-making with greater awareness of the cost of capital, and will
actively disclose the status of our efforts through various briefings and other events.
Detailed information on our efforts is disclosed on our website.

[Status of Dialogue with Shareholders]
Detailed information on the status of dialogue with shareholders is disclosed on our website.

-7-

[Translation for Reference Purpose Only]

2. Capital Structure
Foreign Shareholding Ratio[Status of Major Shareholders]

From 20% to less than 30%[Updated]
Number ofheld (shares)

Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust
Account)
Custody Bank of Japan, Ltd. (Trust Account)
BNYMSANV AS AGENT/ CLIENTS LUXUCITS NON TREATY 1
Custody Bank of Japan, Ltd. (Mizuho Trust &Banking Co., Ltd.; Employee Retirement
Benefit Trust, Mizuho Bank, Ltd. Account)
Custody Bank of Japan, Ltd. (Trust Account4)
Asahi Mutual Life Insurance Company
FURUKAWA CO., LTD.
The Nomura Trust and Banking Co., Ltd.
(Trust Account)
Custody Bank of Japan, Ltd. (Mizuho Trust &Banking Co., Ltd.; Employee Retirement
Benefit Trust, FURUKAWA CO., LTD.
Account)
Custody Bank of Japan, Ltd. (Mizuho Trust &Banking Co., Ltd.; Employee Retirement
Benefit Trust, Asahi Mutual Life Insurance
Company Account)Controlling Shareholder (except for Parent
Company)
Parent Company
Supplementary Explanation

sharesShareholding ratio
treasury shares) (%)

11,582,300

16.40

5,402,220

7.65

3,744,700

5.30

2,413,500

3.42

2,269,800

3.21

1,365,050
1,329,045

1.93
1.88

1,221,000

1.73

1,091,900

1.55

1,050,000

1.49(excluding

N/A
N/A

[Updated]

1. The status of Major Shareholders shown above is the situation as of March 31, 2024.
2. In addition to the 2,413,500 shares in a retirement benefits trust mentioned above, Mizuho Bank, Ltd. hasa further 173 shares in the Company.
3. The status of Major Shareholders shown above does not include the following reports on possession oflarge volume and change reports pertaining to reports on possession of large volume, as it is not possible
for us to confirm the actual status of the shareholding ratio as of March 31, 2024.
・While the Change Report pertaining to large-volume holdings, which was disclosed to the public on
December 22, 2020, states that it holds the following shares as of December 15, 2020, it is not possible for us
to confirm the actual status of their shareholding as of March 31, 2024.
Name of large-volume holders
Mizuho Bank, Ltd.
Mizuho Securities Co., Ltd
Mizuho Trust & Banking Co., Ltd.
Asset Management One Co., Ltd.

Number of shares
owned(shares)
2,413,673
350,100
354,900
2,099,200-8-

Holding ratio (%)
3.42
0.50
0.50
2.97

[Translation for Reference Purpose Only]・While the Change Report pertaining to large-volume holdings, which was disclosed to the public on
November 7, 2023, states that it holds the following shares as of October 31, 2023, it is not possible for us toconfirm the actual status of their shareholding as of March 31, 2024.
Name of large-volume holders

Number of shares
owned(shares)

Holding ratio (%)

4,546,900

6.43

1,481,100

2.10

Sumitomo Mitsui Trust AssetManagement Co., Ltd.
Nikko Asset Management Co., Ltd.

・While the Change Report pertaining to large-volume holdings, which was disclosed to the public on
December 6, 2023, states that it holds the following shares as of November 30, 2023, it is not possible for us
to confirm the actual status of their shareholding as of March 31, 2024.
Name of large-volume holders
Nomura Securities Co., Ltd.
Nomura International plc.
Nomura Asset Management Co., Ltd.

Number of shares
owned(shares)
20,200266,994
5,491,000

Holding ratio (%)
0.03
0.38
7.77

・While the Change Report pertaining to large-volume holdings, which was disclosed to the public on
February 6, 2024, states that it holds the following shares as of January 31, 2024, it is not possible for us toconfirm the actual status of their shareholding as of March 31, 2024.
Name of large-volume holders

Number of shares
owned(shares)

Holding ratio (%)

Eastspring Investments (Singapore)
Limited

4,853,500

6.87

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange (Prime)

Fiscal Year-End

MarchType of Business

Nonferrous Metals

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

More than 1000

More than ¥1 trillion

From 100 to less than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
N/A

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[Translation for Reference Purpose Only]

5. Other Special Circumstances which may have Material Impact on Corporate Governance
The Company strives to strengthen the management structure and increase corporate value of the entire
Group through the following measures: while respecting the independence of business management ofsubsidiaries/affiliates, the Company gets a picture of their overall business management, including
compliance and risk management, and ensures sound management of each company by offering advice andsupport, etc. concerning the development of their legal compliance and internal control systems, and providing
appropriate guidance about business management; and the Company also dispatches Directors and otherofficers to the Group companies.
Our subsidiary, the Furukawa Battery Co., Ltd., is listed on the Tokyo Stock Exchange. The Company
pursues business synergy with this subsidiary through providing our insights into materials and promoting
joint R&D activities, cooperating for the improvement of the operating base for activities to ensure quality
and safety, and providing staffing. Maintaining the listed status of this subsidiary contributes to capturing
excellent human resources that are important management resources of the subsidiary, maintaining andincreasing the motivation of its officers and employees, and flexibly raising funds from the capital market.
Therefore, we believe it is sufficiently rational to maintain its listed status.
Considering that there is a structural risk of conflict of interest between the Company and minority
shareholders of the subsidiary, we have taken measures to protect interests of minority shareholders of thesubsidiary. Specifically, its Board of Directors includes at least one third of independent directors. In addition,
the subsidiary established the Conflict of Interest Management Committee comprising a majority of
independent directors as a body to judge the rationality and fairness of transactions with the parent company.
We continue to work with the subsidiary to develop/strengthen its effective governance systems by effectively
using independent directors.

- 10 -

[Translation for Reference Purpose Only]

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

Organization Form

[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in

Articles ofIncorporation20

1 yearNumber of Directors

Company Chairperson except for concurrently serving aspresident
11

Appointment of Outside Directors

Appointed

Number of Outside Directors

5

Number of Independent Directors

5

Chairperson of the Board[Updated]

Outside Directors’ Relationship with the Company (1)NameAttribute

Takashi Tsukamoto

From another company

Yoshiro Miyokawa
Yukiko Yabu

From another company
From another company

Tamotsu Saito

From another company

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

△

△

Takeo Hoshino
Academic*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. Non-executive director or executive 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 listed 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/Audit & Supervisory Board Member
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 outside directors/Audit & Supervisory Board
Members are mutually appointed (the director himself/herself only)- 11 -

[Translation for Reference Purpose Only]
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others
Outside Directors’ Relationship with the Company (2)Name

Designationas
Independent
Director[Updated]

Supplementary Explanation of
the RelationshipMizuho Bank, Ltd., where
Mr. Takashi Tsukamoto served
as President & CEO in the past,and Furukawa Electric Groupborrowed ¥63,263 million as of
March
31,
2024.
Mr.
Tsukamoto, however, retired
from the executive position inJune 2013.

Takashi Tsukamoto○- 12 -

Reasons of Appointment
Mr. Takashi Tsukamoto has held
severalleadership
positions,
including Director in charge ofFinance and Representative Director,
in a financial institution, and has awealth of experience and extensive
knowledge of overall corporate
management, including finance andaccounting. Since he assumed theposition of Outside Director of theCompany in 2021, he has actively
providedadviceandrecommendations mainly on businessstrategy,
group
management,
financial policies and investor
relations from the perspectives of
Furukawa Electric Group’s global
management as well as shareholders
and other stakeholders. Furthermore,
he has demonstrated his leadership asthechairpersonofNominating/Compensation
Committee as well as Outside
Officers Committee, while taking
initiative as the lead outside officer bysharing the recognition of theCompany’s management challenges
among outside officers and by
ensuring cooperation between outside
officers and the management/Audit &Supervisory Board (Members). As
such, he has significantly contributed
to improving the Company’s
corporate governance. His advice andrecommendations
on
corporate
management and finance/accounting
based on his experience and expertise,
as well as his leadership, will be
extremely beneficial for the Group to
work on strengthening the corporate
governance system and promoting
global corporate management. In
addition, the Company expects that hewill contribute to strengthening theoversight function of the Board of
Directors from an independent
viewpoint. Therefore, the Company

[Translation for Reference Purpose Only]

Name

Designationas
Independent
Director

Supplementary Explanation of
the Relationship

Reasons of Appointment
appointed him as an Outside Director,
believing that he is qualified for the
position.
Concerning
Mr.
Takashi
Tsukamoto, in light of the
independence Standards for outside
officers specified by the Tokyo Stock
Exchange and the Company, it is ourjudgement that he is independent
from the Company. When his
appointment is approved, theCompany will register him as anindependent director.

There is no special interest
betweenMr.
YoshiroMiyokawa and the Company.

Yoshiro Miyokawa○- 13 -Mr. Yoshiro Miyokawa assumed
prominent administrative positions
and served as Representative Director& Vice President at a large
pharmaceutical company and has
extensive experience and in-depth
insight in corporate management,
human resources policy, andcompliance. Since he assumed theposition of Outside Director of theCompany, he has actively provided
advice and recommendations mainly
on corporate governance, businessstrategy, and personnel development
to improve governance of the entire
Furukawa Electric Group. His advice
and recommendations on corporate
management and compliance basedon his experience and expertise will
be extremely useful for the Group to
work on enhancing the group
governance system for the entire
Group. In addition, the Company
expects that he will contribute tostrengthening the oversight functionof the Board of Directors from an
independent viewpoint. Therefore,
the Company appointed him as an
Outside Director, believing that he isqualified for the position.
Concerning
Mr.
YoshiroMiyokawa, in light of the
independence Standards for outside
officers specified by the Tokyo Stock
Exchange and the Company, it is ourjudgement that he is independent
from the Company, and the Company
has registered him as an independent
officer.

[Translation for Reference Purpose Only]

Name

Yukiko Yabu

Tamotsu Saito

Designationas
Independent
Director

Supplementary Explanation of
the Relationship

There is no special interest
between Ms. Yukiko Yabu andthe Company.

Ms. Yukiko Yabu has served as
outside director of several listedcompanies including our Company,
although she has not engaged incorporate management in any othercapacity; and has a wealth ofexperience and advanced knowledgeof customer-oriented marketing andproduct development based on her
experience with a leading electricalappliance manufacturer. Since she
assumed the position of Outside
Director of the Company, she has
actively provided advice andrecommendations mainly on businessstrategy, marketing, and diversity
from a broad perspective. Her advice
and recommendations based on her
experience and expertise in marketingand product development, among
others, will be extremely useful for
the Group to accelerate global sales
expansion. In addition, the Company
expects that she will contribute tostrengthening the oversight functionof the Board of Directors from an
independent viewpoint. Therefore,
the Company appointed her as an
Outside Director, believing that she isqualified for the position.
Concerning Ms. Yukiko Yabu, inlight of the independence Standards
for outside officers specified by the
Tokyo Stock Exchange and theCompany, it is our judgement that she
is independent from the Company,
and the Company has registered her
as an independent officer.

Between the Company and IHI
Corporation, for which Mr.
Tamotsu Saito served as
Chairman and Representative
Director until March 2020,
there is a business relationshipwhere the Company sells
special-purpose
cables,components, etc. to IHI
Corporation. However, thetotal trading amount in FY2023
was approx. ¥53 million, and

Mr. Tamotsu Saito has held several
leadership
positions
includingPresident & Representative Director
and Chairperson of one of Japan’s
leading heavy industry manufacturers
and has a wealth of experience andextensive expertise of global
corporation management and overall
manufacturing (monozukuri). Since
he assumed the position of Outside
Director of the Company, he has
actively provided advice andrecommendations mainly on business○○

Reasons of Appointment- 14 -

[Translation for Reference Purpose Only]

Name

Takeo Hoshino

Designationas
Independent
Director

Supplementary Explanation of
the Relationship

Reasons of Appointment

therefore, the amount is quite
small.

strategy,
manufacturing(monozukuri), and financial policies
from the perspective of the Group’s
global management. His advice andrecommendations based on his
experience and expertise in corporate
management and manufacturing will
be extremely useful for the Group to
further expand business as amanufacturer. In addition, theCompany expects that he willcontribute to strengthening theoversight function of the Board of
Directors from an independent
viewpoint. Therefore, the Company
appointed him as an Outside Director,
believing that he is qualified for the
position.
Concerning Mr. Tamotsu Saito, inlight of the independence Standards
for outside officers specified by the
Tokyo Stock Exchange and theCompany, it is our judgement that heis independent from the Company,
and the Company has registered him
as an independent officer.

There is no special interest
between Mr. Takeo Hoshino
and the Company.

Although Mr. Takeo Hoshino does
not have direct experience incorporate management other thanserving as an outside officer, he has
held prominent positions, including
Deputy Director-General, at the
Ministry of Economy, Trade andIndustry, and has a wealth ofexperience and advanced knowledge
in industrial policies, especially inenvironment and energy fields, aswell as materials engineering. While
the Group plans to promote climateconscious business activities andfocus on developing new businesses,
the Company expects that his advice
and recommendations based on his
experience and expertise willcontribute to stimulating strategic
discussion at the Board of Directors
and strengthening its oversightfunction from an independent
viewpoint. Therefore, the Company
requests his election as a new Outside
Director.

○- 15 -

[Translation for Reference Purpose Only]

Name

Designationas
Independent
Director

Supplementary Explanation of
the Relationship

Reasons of Appointment
Concerning Mr. Takeo Hoshino, inlight of the independence Standards
for outside officers specified by the
Tokyo Stock Exchange and theCompany, it is our judgement that heis independent from the Company,
and the Company has registered him
as an independent officer.

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

Established

Committee’s Name, Composition, and Attributes of Chairperson
Committee
Corresponding
toNomination Committee
Nominating/Compensation Committee

Committee
Corresponding
toRemuneration Committee
Nominating/Compensation Committee

All Committee Members

7

7

Full-time Members

00Inside Directors

22

Outside Directors

55Outside Experts

0

0

Other

0

0

Outside Director

Outside Director

Committee’s Name

Chairperson

Supplementary Explanation[Updated]

The Company established the Nominating/Compensation Committee, which has functions of both
Nomination Committee and Remuneration Committee. The Committee has deliberations on the nominationof Directors and other officers and their remuneration, etc., aiming at ensuring the objectivity and transparency
concerning such matters, and strengthening corporate governance. The Committee consists of at least 5
members (the majority being Outside Directors) appointed by resolution of the Board of Directors; and theCommittee Chairperson is chosen, basically among Outside Directors, by the Committee members. As of thesubmission date of this Report, the Committee has 7 members; namely, Takashi Tsukamoto (Outside
Director/Committee Chair), Yoshiro Miyokawa (Outside Director), Yukiko Yabu (Outside Director), Tamotsu
Saito (Outside Director), Takeo Hoshino (Outside Director), Keiichi Kobayashi (Director/Chairperson of theBoard), and Hideya Moridaira (Representative Director & President).
[Activity Status of the Nomination/Compensation Committee in FY2023]
In FY2023, the Nomination/Compensation Committee met 5 times.
The main considerations of the Nomination/Compensation Committee were the management execution
system for Nomination and the executive compensation system for Compensation.
The attendance status of individual Committee members in FY2023 is as follows.
[Name／The Number of Attendance at the Board of Directors Meetings]- 16 -

[Translation for Reference Purpose Only]
Osamu Tsukamoto／5 out of 5 times (100%)
Takashi Tsukamoto／5 out of 5 times (100%)
Yoshiro Miyokawa／5 out of 5 times (100%)
Yukiko Yabu／5 out of 5 times (100%)
Tamotsu Saito／5 out of 5 times (100%)
Keiichi Kobayashi／5 out of 5 times (100%)
Hideya Moridaira／5 out of 5 times (100%)[Matters to be deliberated by Nominating/Compensation Committee](1) Nominating/Compensation Committee deliberates the following matters in response to inquiries from theBoard of Directors, and reports the results to the Board:(i) Proposal for shareholders’ meeting concerning election/removal of Directors and Audit & Supervisory
Board Members(ii) Appointment/dismissal of Representative Director, Chairman of the Board, and President(iii) Appointment/removal of Corporate Vice Presidents(iv) Appointment/dismissal of senior Corporate Vice Presidents (Corporate Senior Executive Vice
President, Corporate Executive Vice President, and Corporate Senior Vice President)(v) Policy about Remuneration of Directors and Corporate Vice Presidents(2) Nominating/Compensation Committee deliberates and determines the following matters delegated by the
Board of Directors:(i) Evaluation of Directors and Corporate Vice Presidents(ii) System concerning remuneration, etc. for Directors and Corporate Vice Presidents based on the policy
decided by the Board of Directors following the report set forth in item (v) of the above section (1)(iii) Details of remuneration, etc. for individual Directors and Corporate Vice Presidents based on the policy
decided by the Board of Directors following the report set forth in item (v) of the above section (1)(iv) Proposal for shareholders’ meeting concerning remuneration, etc. for Directors and Audit &Supervisory Board Members(v) Guidelines on remuneration, etc. for representatives of affiliated companies(vi) Policy on the term of office for Directors and Corporate Vice Presidents and the treatment after theyleave office(vii) Content of draft proposal on appointment/removal of Special Advisers/Honorary Advisers and theirremuneration(viii) Content of succession plans for the management(3) Nominating/Compensation Committee deliberates and determines program details and policies on training
for Directors, Audit & Supervisory Board Members, and Corporate Vice Presidents.

- 17 -

[Translation for Reference Purpose Only][Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory
Board Members Stipulated in Articles of

6

Incorporation
Number of Audit & Supervisory Board Members

6

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit
Departments

Audit & Supervisory Board Members, the Auditing Department, and Accounting Auditors work closelywith each other through regular information sharing and discussion on annual audit planning and audit reports,
in order to reinforce the three-way audit system.
(1) Cooperation between Audit & Supervisory Board Members and Accounting Auditors
Audit & Supervisory Board Members have interviews with Accounting Auditors about their auditing
policies/plans and receive detailed explanations on interim and year-end reporting, thereby making judgmentson the appropriateness of audit results by the Accounting Auditors. Furthermore, by exchanging opinions asneeded, the Members address changes in laws and regulations; as for any issue which Accounting Auditors
pointed out as a fraud, deficiency, or problem, the Members conduct on-site inspections (including remote
auditing by using a web conference system), hearing investigations, etc. to find out/confirm the status of
improvement.
(2) Cooperation between Audit & Supervisory Board Members and Internal Audit Department
Audit & Supervisory Board Members have interviews with Auditing Department, which conducts internal
audits, and through regular exchange of opinions, typically through monthly information exchange meetings
between full-time Audit & Supervisory Board Members and Auditing Department, the Members gain
adequate understanding of the status of the Company, aiming at maintaining the sound management of theGroup.
(3) Initiatives to Ensure the Effectiveness of Internal Auditing
To ensure the effectiveness of internal audits, Auditing Department reports directly to President, and wehave in place a mechanism where Auditing Department regularly reports to the Board of Directors and Audit& Supervisory Board Members. In case an internal audit found that there is suspected involvement of senior
management (executive directors including representative director, and Corporate Vice Presidents) in a fraud,
deficiency, or problem, a priority shall be given to reporting to Audit & Supervisory Board Members.

Appointment of Outside Audit & Supervisory
Board Members
Number of Outside Audit & Supervisory Board
Members
Number of Independent Audit & Supervisory
Board Members

Appointed

3

3- 18 -

[Translation for Reference Purpose Only][Updated]

Outside Audit & Supervisory Board Member’s Relationship with the Company (1)NameAttribute
LawyerSayaka Sumida

CPA

Takao Shiomi

From another company

*

a

b

c

d

e

f

g

h

i

j

k

l

m

〇

Kunihiko Sakai**

Relationship with the Company*

△

△

△

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 subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. An Audit & Supervisory Board Member of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as an Audit & Supervisory Board Member
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the Audit & Supervisory Board Member himself/herself only)
k. Executive of a company, between which and the Company outside directors/Audit & Supervisory Board
Members are mutually appointed (the Audit & Supervisory Board Member himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Audit &Supervisory Board Member himself/herself only)
m. Others
Outside Audit & Supervisory Board Member’s Relationship with the Company (2)NameKunihiko Sakai[Updated]

Designationas
Independent
Audit &
Supervisory
Board
Member

Supplementary Explanation of
the Relationship

Reasons of Appointment○

Mr. Kunihiko Sakai has served
as Advisor Attorney of TMI
Associates since April 2017.
There is a transaction related tolegal consultation between the
Company and TMI Associates in
the amount of approximately ¥2million per year for FY2023,
which is lower than the thresholdspecified in the Company’s
Independence Standards. The
transaction was of a one-time

Although Mr. Kunihiko Sakai does nothave direct experience in corporate
management other than serving as an
outside officer, he has long years ofexperience as a legal professional
including overseas experience and has
significant insights into such areas ascorporate governance, legal risk
management, and compliance. Since heassumed the position of Outside Audit &Supervisory Board Member of theCompany, he has actively expressed his- 19 -

[Translation for Reference Purpose Only]

Name

Sayaka Sumida

Designationas
Independent
Audit &
Supervisory
Board
Member

Supplementary Explanation of
the Relationship

Reasons of Appointment

naturerelatedtolegal
consultation rather than of acontinuous nature under anadversary contract, and Mr.
Kunihiko Sakai was not involvedin the transaction.

opinions mainly on legal regulations andcorporate governance in various
countries at Board of Directors meetings
and Audit & Supervisory Board meetingsfrom the perspective of risk management.
Furthermore, through his experience asan Outside Audit & Supervisory Board
Member of the Company, he has
profound knowledge of how Furukawa
Electric Group’s compliance system wasestablished and the current situation of
our business operations. Accordingly, theCompany expects that he will makeappropriate
pointsandexpress
appropriate
opinionsformaintaining/improving
itsinternal
controlsystem,includingriskmanagement, and maintaining soundmanagement. The Company expects that
he will provide appropriate advice andopinions to contribute to strengthening
the Company’s audit system. Therefore,
the Company appointed him as Outside
Audit & Supervisory Board Member,believing that he is qualified for the
position.
Concerning Mr. Kunihiko Sakai, inlight of the independence Standards foroutside officers specified by the Tokyo
Stock Exchange and the Company, it is
our judgement that he is independent
from the Company, and the Company hasregistered him as an independent officer.

There is no special interest
between Ms. Sayaka Sumida andthe Company.

Although Ms. Sayaka Sumida does nothave direct experience in corporate
management other than serving as an
outside officer, she has extensive
familiarity with audits of financial
statements and audits of internal control
from her long experience as a certified
public accountant. Besides, she served as
Executive Board Member of the JapaneseInstitute of Certified Public Accountants,
International Auditing and AssuranceStandards Board (IAASB) Member
under International Federation of
Accountants (IFAC), and BusinessAccounting Council Member under the
Financial Services Agency. As such, she○- 20 -

[Translation for Reference Purpose Only]

Name

Designationas
Independent
Audit &
Supervisory
Board
Member

Supplementary Explanation of
the Relationship

Reasons of Appointment

has a wealth of experience in andextensive knowledge of finance andaccounting. Since she assumed theposition of Outside Audit & Supervisory
Board Member of the Company, she has
actively expressed her opinion mainly ongroup company management andfinance/accounting at Board of Directors
meetings and Audit & Supervisory Board
meetings from the perspective of risk
management. The Company expects that
her experience and knowledge willcontributetostrengthening
theCompany’s audit system, and therefore,
appointed her as Outside Audit &Supervisory Board Member, believingthat she is qualified for the position.
Concerning Ms. Sayaka Sumida, inlight of the independence Standards foroutside officers specified by the Tokyo
Stock Exchange and the Company, it is
our judgement that he is independent
from the Company, and the Company hasregistered her as an independent officer.

Takao Shiomi○

Mr. Takao Shiomi served as adirector of ITOCHU Corporation(“ITOCHU”) from June 2012 toMarch 2016. Between ITOCHU
and the Company, there is abusiness relationship where oursubsidiary sells its products tooverseas
customers
using
ITOCHU as its agent, but theannual trade value in FY2023
was as small as approx. ¥1,178
million. In addition, Mr. Takao
Shiomi served as a director of
ISUZU MOTORS LIMITED(“ISUZU”) from June 2016 toJune 2018. Between ISUZU andthe Company, there is a business
relationship where the Company
sells automotive parts, etc. to
ISUZU. The annual trade value
in FY2023 was approx. ¥12,403
million.
Furthermore,Mr.
Mitsuyoshi Shibata, who served
as Director of the Company from
June 2018 through June 2023,- 21 -

Mr. Takao Shiomi has experience incorporate management in various
industries, including a large trading
company, financial institution, andmanufacturer. He has a wealth ofexperience in and profound knowledge ofoverall corporate management, including
finance and accounting. Since heassumed the position of Outside Audit &Supervisory Board Member of theCompany, he has actively expressed his
opinions mainly on corporate groupmanagement at Board of Directors
meetings and Audit & Supervisory Board
meetings from the perspective of risk
management. The Company expects that
his experience and knowledge willcontributetostrengthening
theCompany’s audit system, and therefore,
appointed him as Outside Audit &Supervisory Board Member, believingthat he is qualified for the position.
Concerning Mr. Takao Shiomi, in lightof the independence Standards foroutside officers specified by the Tokyo

[Translation for Reference Purpose Only]

Name

Designationas
Independent
Audit &
Supervisory
Board
Member

Supplementary Explanation of
the Relationship

Reasons of Appointment

has assumed an office of an
outside director of ISUZU,
where Mr. Shiomi used to serve
as a director.

Stock Exchange and the Company, it is
our judgement that he is independent
from the Company, and the Company hasregistered him as an independent officer.

[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Directors/Audit &Supervisory Board Members

8

Matters relating to Independent Directors/Audit & Supervisory Board Members
The " Independence Standards for Outside Officers" (established on May 11, 2015, revised on May 10,2017) set by the Board of Directors of the Company are as follows.
[Independence Standards for outside officers specified by the Company]
If none of the following attributes are applicable to the relevant outside Directors and outside Audit &Supervisory Board Members (including candidates), the Company considers that they are Independent
Directors and Audit & Supervisory Board Members without the possibility of creating any conflict of interest
with general shareholders.
(i) Person belonging to a company whose main clients include the Company (a client who provides products
or services to the Company and whose amount of transactions with the Company is equivalent to more than
2% of the client’s annualized total sales in the most recent fiscal year) or who engages in such operations.
(ii) Person belonging to a company which is one of the Company’s main clients (a client to whom theCompany provides products or services and whose amount of transactions with the Company is equivalent
to more than 2% of the Company’s annualized total sales in the most recent fiscal year) or who engages insuch operations.
(iii) Person who engages in operations at a financial institution which is a main lender to the Company (alender whose amount of loans is equivalent to more than 2% of the Company’s total assets in the mostrecent years).
(iv) Person who receives monetary or other economic benefits from the Company of JPY 10 million or morea year, over and above officer’s remuneration, in the capacity of such an expert as a consultant, accountant,lawyer, or who belongs to any legal entity which receives JPY 100 million a year from the Company.
(v) Person who has fallen under items (i) to (iv) during any period within the past three years.
(vi) Relative of the person who falls under items (i) to (v) above, within the second degree of kinship.
(vii) Any other person in breach of standards for independence set out by Tokyo Stock Exchange, Inc.
* Even if items (i) to (vii) are not applicable, the Company may determine that the person is not independent
depending on factors such as the amount of transactions at subsidiaries of the Company or those of therelevant client to which the person belongs.
The Company designates all outside officers who meet the qualifications of independent officers as
independent officers. In addition, the Company holds regular Outside Officers Committee in order to giveopportunities to Outside Officers to exchange opinions and establish a shared understanding of the Company
from an objective viewpoint, and to enable the resulting opinions to be reported to the Board of Directors if
necessary. The Company held four (4) Outside Officers Committee during the year. The chairperson of the- 22 -

[Translation for Reference Purpose Only]
Outside Officers Committee is The Center of Outside Officers(Lead Independent Outside Director) who isappointed by mutual vote among outside officers from independent outside directors. Currently Mr. Takashi
Tsukamoto is in charge.
The policy regarding the number of outside directors is stipulated in “2. Independent Outside Officers” ofChapter 3, Section 6.

[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration

Supplementary Explanation
With respect to the policy for determining percentages of performance-linked remuneration and other
remuneration, indicators used for performance-linked remuneration and reasons for selecting such indicators,
and the method to determine amounts of performance-linked remuneration, details are provided in “II. 1.
Form of Organizational Structure and Operational Management 【Directors’ Remuneration】Disclosure of
Policy on Determining Remuneration Amounts and Calculation Method” of this Report.

N/A

Recipients of Stock Options
Supplementary Explanation
N/A[Director Remuneration]
DisclosureofIndividual

Directors’

Remuneration

No Individual Disclosure

Supplementary Explanation
In its Business Reports and Securities Reports, the Company discloses the total remuneration amount foreach of the following positions: Directors, Audit & Supervisory Board Members, Outside Directors, andOutside Audit & Supervisory Board Members. The Company also discloses the total remuneration amounts
by remuneration type.
Since there is no one who receives performance-linked remuneration exceeding 100 million yen, theCompany does not disclose amounts of remuneration for individual officers

Policy on Determining Remuneration Amounts
and Calculation Methods[Updated]

Established- 23 -

[Translation for Reference Purpose Only]

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The Company’s policies for determining officers’ remuneration are as stated below:[1] Policy for determining remuneration for Directors, etc
The remuneration for Directors, etc. shall be determined in a way that encourages individual Directors, etc.
to exert his/her abilities to the maximum level and proactively fulfill his/her duties so that Furukawa ElectricGroup will increase its corporate value and achieve sustainable growth while contributing to the society
through its business activities.
[2] Policy for determining remuneration for individual officer by element
In accordance with the above-mentioned policy, the Board of Directors resolved to approve the policy for
determining remuneration for individual Directors, etc. (hereinafter, “Individual Remuneration Policy”).
Nominating/Compensation Committee confirms adequacy, effectiveness and appropriateness of plan designand level of remuneration every year, by means of outside survey that is comparing the Company’s
remuneration level with those of other similar size 30 manufacturing companies.
The Company’s remuneration for Directors, etc. consists of Base salary, Short-term performance-linked
remuneration (on an individual level), Short-term performance-linked remuneration (on the company level),
ESG-linked remuneration, and Medium-to-long-term performance-linked remuneration; and the Individual
Remuneration Policy for determining an amount of each remuneration element is as follows:

Element of
remuneration

Base salary

Short-term
performancelinked
remuneration(individual)

Short-term
performancelinked
remuneration

Director
exceptOutsideDirector

Overview

This element is paid in cash in a fixedamount every month, and the amount isdetermined depending on his/her role(e.g. management oversight or businessexecution) and official position.
This element is paid in cash every
month, and the amount paid to individual
Directors, etc. is determined by
Nominating/Compensation Committee
upon comprehensively evaluating thedegree of achievement of the relevantbusiness plan in the previous fiscal year,
such as Furukawa Value Added (FVA)and other performance measures that
contribute to its improvement (strategic
KPIs) in the division(s) he/she is incharge of, and the status of relevantmeasures.
This element is paid in cash once a year,
and the amount is fixed according to theevaluation
criterion
basedon
consolidated operating profit, as definedbyNominating/Compensation
Committee. (Note 1)

Recipient
Corporate Vice
OutsidePresident andDirector
Senior Fellow,
except Director

Audit &
Supervisory
Board
Member

●

●

●

●

●

－

●

－

●

－

●

－

●

－

●

－

(company level)

ESG-linked
remuneration

This element is to be paid in cash every
month. The amount is to be determined
upon evaluating the progress towardachieving the sustainability targets ofkey management issues (materiality) tobe addressed by the Group. (Note 2)- 24 -

[Translation for Reference Purpose Only]
Mid-to-long-term
performancelinked
remuneration

This is the stock remuneration program,
under which Directors, etc. are paid with
the Company’s stocks acquired by theTrust that was funded by the Company.
(Note 3)

●

●

－

－

[Notes]1. For Short-term performance-linked remuneration (on the company level), we adopted consolidated
operating profit as an indicator for ensuring the Company’s performance in a relevant fiscal year isappropriately and clearly reflected to the remuneration. The following table shows remuneration amountcorresponding to consolidated operating profit, which is the evaluation criterion here, and official position.
Nominating/Compensation Committee regularly checks and reviews this table to ensure the remunerationlevels are adequate, taking into account consolidated operating profit in the past several years.
■ Short-term performance-linked remuneration table corresponding to consolidated operating profit andofficial position (on the company level)(Unit: JPY thousand per year)
Consolidated operating profit
650~

550~650450~550350~450250~350150~250~150(JPY 100(JPY 100(JPY 100(JPY 100(JPY 100(JPY 100(JPY 100

million)million)million)million)million)million)million)

Chairman of the Board

15,10012,458

9,815

7,550

6,040

3,775

–

President (Representative)

29,60024,42019,24014,80011,8407,400–

18,00014,85011,700

9,000

7,200

4,500

–

14,100

11,633

9,165

7,050

5,640

3,525

–

8,200

6,765

5,330

4,100

3,280

2,050

–

4,200

3,465

2,730

2,100

1,680

1,050

–

Classification of Director, etc.

Corporate Senior Executive
Vice President
Corporate Executive Vice
President
Corporate Senior Vice
President
Corporate Vice Presidents /Senior Fellows

2. For ESG-linked remuneration, we adopted sustainability indicators (whether or not achieved) in order toensure that it functions as an appropriate incentive toward achieving sustainability targets. In the current
fiscal year, we adopted GHG emissions reduction rate, where the target reduction rate is 21.2% comparedto the emissions in FY2017. An indicator to be adopted as an evaluation indicator for ESG-linked
remuneration is regularly checked/reviewed by the Nominating/Compensation Committee.
3. For Medium-to-long-term performance-linked remuneration, we adopted the Company’s stock price as anindicator, in order to appropriately reflect increased corporate value to remuneration amounts, and to share
incentives for increasing corporate value with shareholders. In this stock remuneration program, three fiscal
years constitute a performance period and the Company contributes funds up to the maximum amount of¥450 million per performance period to the Trust as remuneration for Directors, etc. Directors, etc. are
granted a pre-determined number of points depending on their titles/positions every year as the basis of
their rights to receive the Company’s stocks. After the end of each performance period, the number of points
qualifying Directors, etc. for receiving the Company’s stocks are finalized after an adjustment for certain
cases, according to the criteria for comparing changes in the Company’s stock prices with those of TOPIX- 25 -

[Translation for Reference Purpose Only]
during the period. (The actual points to be granted are calculated by multiplying the payout ratio, which isdetermined by multiplying the degree of divergence of the volatility of the Company’s stock price andvolatility of TOPIX by the cumulative total points granted during the evaluation period.) In case any of
Directors, etc. retire from the position during the period, in principle, an adjustment is to be made in asimilar manner.
■ Medium-to-long-term performance-linked remuneration: point table by official position (from April 1,
2022 to March 31, 2025)
The maximum total number of points granted to Directors, etc. in a performance period is 180,000, and 1
point is convertible into 1 share unit of the Company’s common stock.
Number of Point

Number of Stock

GrantedGranted per period

Classification of Directors, etc.
Chairman of the Board

7,640

29,796

President (Representative)

9,340

36,426

Corporate Senior Executive Vice President (Director)

4,800

18,720

Corporate Senior Executive Vice President

3,930

15,327

Corporate Executive Vice President (Director)

3,930

15,327

Corporate Executive Vice President

3,060

11,934

Corporate Senior Vice President(Director)

2,190

8,541

Corporate Senior Vice President

1,310

5,109

Corporate Vice President (Director)

1,310

5,109

660

2,574

Corporate Vice President / Senior Fellow■ Mid-to-long-term performance-linked remuneration: Formula for calculating the degree of divergence
Degree of divergence = Volatility of the Company’s stock price / Volatility of TOPIX
Volatility of the Company’s stock price = average stock price of the Company in the final year of theevaluation period / average stock price of the Company in theyear prior to the start of the evaluation period
Volatility of TOPIX = average TOPIX in the final year of the evaluation period / average TOPIX in the year
prior to the start of the evaluation period■ Mid-to-long-term performance-linked remuneration: Rate correspondence table for each degree of
deviation
Deviation (Scope)

Rate (%)

X≧1.3

130

1.2≦X<1.3120

1.1≦X<1.2110

0.95≦X<1.1100

0.85≦X<0.95900.75≦X<0.8580

0.65≦X<0.75

70

0.55≦X<0.65

60

0.2≦X<0.55

50- 26 -

[Translation for Reference Purpose Only]
0.2 >X

0■ Mid-to-long-term performance-linked remuneration: Formula for determining the number of points
granted to individuals during a performance period
Finalized points = (cumulative total points granted to each officer during the evaluation period) x (payout
ratio for the evaluation period)“Payout ratio” represents the percentage of change in the actual remuneration amount as a result of
performance evaluation, where the standard amount of the mid-to-long-term performance-linked
remuneration is 100%.
At the time of their retirement, Directors, etc. receive the Company’s stocks and money calculated by thefollowing formula as the mid-to-long-term performance-linked remuneration from the Trust.
●Number of the Company’s shares to be granted = (cumulative total points as of the vesting date x payout
ratio – number of points corresponding to a fraction of shares) x 0.7
If there is a fraction of shares of the Company upon calculation by the above formula, such shares will be
disregarded.
●Amount of money to be paid = (Number of points convertible into share units x 0.3 + number of points
corresponding to a fraction of shares) x market value of the Company’s stock as of the vesting date
“The number of points convertible into share units” is defined as (cumulative total points as of the vestingdate x payout ratio – the number of points corresponding to a fraction of shares).
If there are any points corresponding to a fraction of shares upon calculation by the formula “the numberof points convertible into share units x 0.3”, such a fraction will be rounded up to a share unit and added to
the number of share units.
The vesting date is defined as the first end date of June after the retirement of Director or Officer, and after
the closing of the last fiscal year, in which he/she is eligible for receiving points.
[3] Policy of Determining the Percentage of Remuneration Paid to Each Individual for Each Remuneration
SystemIn terms of a percentage of each component of remuneration, it is designed as follows: the higher the rankof Directors, etc., the larger the percentage of performance-linked remuneration. When the aggregate total of
the standard percentage of each component is 100%, the percentage of each component is shown below:
Short-term performanceClassification of Directors,

Base

etc.

salarylinked remuneration(Individual

Medium-toESG-linked(the Company remunerationlevel)

level)

long-term
performance-Totallinkedremuneration

Chairman of the Board

55%

12%

9%

3%

21%

100%

President (Representative)

51%

15%

13%

2%

19%

100%

55%

15%

13%

2%

15%

100%

58%

14%

12%

2%

14%

100%

68%

11%

9%

2%

11%

100%

Director

andCorporate

SeniorExecutive

Vice

President
Director

andCorporate

Executive Vice President
Director

andCorporate

Senior Vice President- 27 -

[Translation for Reference Purpose Only]
Director and Corporate Vice
President
Corporate Senior Executive
Vice President
Corporate

Executive

Vice

SeniorVice

President
Corporate
President
Corporate Vice President /Senior Fellow

72%

13%

5%

2%

8%

100%

54%

16%

14%

2%

14%

100%

56%

15%

13%

2%

14%

100%

67%

13%

11%

2%

8%

100%

71%

16%

6%

2%

5%

100%

[4] Matters concerning the delegation of the determination of remuneration by resolution of the Board of
Directors
At the Company, the Board of Directors determines the Individual Renumeration Policy for determining
remuneration for individual Directors, etc. From the perspective of ensuring the objectivity, fairness andtransparency, the Board of Directors partially delegates the authorities related to the matters for deliberation,
including the determination of remuneration for individual Directors, etc., to Nominating/Compensation
Committee comprising a majority of Outside Directors. The details of the authorities delegated to said
committee are described in Item (2) of “<Matters to be deliberated by Nominating/Compensation
Committee>” included in “(1) Overview of corporate governance, 2) Corporate governance system, (i)Overview of the corporate governance system and reasons for adopting such corporate governance system, a.
Overview of the corporate governance system.”
The Committee comprises seven members, and five members, including the chairperson, are Outside
Directors.
The following table shows the Committee composition as of the date when remuneration for individual
Directors and Corporate Vice Presidents was determined for the current fiscal year (June 23, 2023)
Name
Osamu Tsukamoto
Takashi Tsukamoto
Yoshiro Miyokawa
Yukiko Yabu
Tamotsu Saito
Keiichi Kobayashi
Hideya Moridaira

Position
Outside Director
Outside Director (Chairman of Nominating/Compensation
Committee)
Outside Director
Outside Director
Outside Director
Chairman of the Board and Director
President and Representative Director

The activities of the Board of Directors and Nominating/Compensation Committee in the process ofdetermining the amount of remuneration of Directors, etc. during the fiscal year under review are as follows.
Meeting Date / Body

Overview

June 8, 2023
Nominating/Compensation

Discussed/evaluated performance of Directors, etc. during FY2022

Committee
Resolved on delegating the decision on a remuneration amount for
June 23, 2023 Board of Directors

each

Director

andCorporate

Nominating/Compensation Committee- 28 -

Vice

Presidentto[Translation for Reference Purpose Only]
June 23, 2023

Determined the remuneration amount for each Director andNominating/Compensation

Corporate Vice President for the fiscal year ending March 31, 2024

Committee

The Board of Directors has received a report from Nominating/Compensation Committee that the content
and method of determining individual director remuneration, etc. determined by the Committee are in linewith the decision policy. We have determined that the content of remuneration for each individual is in linewith the decision policy.
[5] Remuneration for Directors and Audit & Supervisory Board Members in the fiscal year under review
The total amount of remuneration for Directors and Audit & Supervisory Board Members for the fiscal year
under review is as follows.

Officerclassification

Directors(excluding Outside
Directors)
Audit&
Supervisory Board
Members(excluding outside
Audit&
Supervisory Board
Members)
Outside Officers
Outsidedirectors
Outside Audit &Supervisory
Board Members

Total
remuneration(JPY
millions)

Total remuneration by type(JPY millions)Short-term
Short-term
Mid-to-longperformance- performanceterm
Base linked
linkedperformancesalary remuneration remuneration
linked(Individual(the Company
remunerationlevel)
level)

Numberofsubject
officers(persons)

340

229

11

24

74

7

92

92

–

–

–

4

110

110

–

–

–

8

74

74

–

–

–

5

36

36

–

–

–

3

[Notes]1. The amounts and numbers of officers in the above table include one Director and one Audit & Supervisory
Board Member who retired from the positions due to the expiry of their terms at the end of the 201st Annual
Shareholders Meeting held on June 23, 2023 as well as amounts of their remuneration.
2. The column of Short-term performance-linked remuneration (company level) shows the payment amountwhich was determined in June 2023 as compensation for execution of duties in FY2022. The amount for thecurrent fiscal year is not yet fixed at the time of filing this Annual Securities Report, and therefore notincluded in the above table
3. The amount of Medium-to-long-term performance-linked remuneration in the above table is calculated bydeeming the number of shares corresponding to the number of points granted for the current fiscal year under
the stock remuneration program as the remuneration for the year.
4. Short-term performance-linked remuneration (on the company level) falls under the category of
performance-linked remuneration. For this remuneration, the Company adopted consolidated operating
profit as an indicator to appropriately and clearly reflect the Company’s business performance during a
relevant fiscal year to the remuneration. The Company’s consolidated operating profit in FY2022 was¥15,441 million.
5. Medium-to-long-term performance-linked remuneration falls under the categories of performance-linked
remuneration as well as non-monetary remuneration. For this remuneration, the Company adopted its stock
price, in order to appropriately reflect increased corporate value to remuneration amounts, and to share- 29 -

[Translation for Reference Purpose Only]
incentives for increasing corporate value with shareholders. Actual deviation was 0.82 (a reference value
calculated by using numerical value in FY2023).
6. With respect to ESG-linked remuneration (introduced in July 2023), the compensation amount for thecurrent fiscal year is not yet determined at the time of filing this Annual Securities Report, and therefore notincluded in the above table.
[6] Matters concerning the resolution of remuneration, etc. for Directors, etc. at Annual Shareholders Meeting
The resolutions of remuneration, etc. for Directors, etc. at Annual Shareholders Meeting is as follows.
[[Directors, etc.]
Date of resolutionof shareholders
meeting
184th
AnnualShareholders
Meeting(held on June 29,
2006)

Resolution about
Directors numbers

Detail of resolution
Directors’ remuneration shall not
exceed ¥600 million per year. The
above-mentioned maximum amount
does not include salaries for
employees who serve as Director.

Remuneration
type
under the current
system・Base salary・Short-term
performancelinked
remuneration11(individual)・Short-term
performancelinked
remuneration(company level)

197th
AnnualShareholders
Meeting(held on June 27,
2019)

The maximum amount, which theCompany can additionally contributeto the Trust established under the
performance-linked
stock
remuneration program for Directors(excluding Outside Directors) as well
as Corporate Vice Presidents andSenior Fellows who are not directors,
shall be ¥450 million in every threefiscal years.

26(7 Directors,17
Corporate

Vice

Presidents, and 2

Mid-to-long-term
performance-linked
remuneration

Senior Fellows)[Notes]1. The determination on the amount of remuneration for each director is delegated by the Board of Directors
to Nominating/Compensation Committee.
2. The number of Directors, etc. subject to the resolutions in the above table is the number of those at the endof the respective Annual Shareholders Meetings concerned. The Company will make a proposal of “Electionof eleven (11) Directors” as a matter to be resolved at the 202nd Annual Shareholders Meeting to be held on
June 26, 2024. If this proposal is approved and resolved as originally proposed, the number of eligible
Directors, etc. about each remuneration type at the end of 202nd Annual Shareholders Meeting is as follows.

Remuneration type under the current system

Number of eligible directors about each Remuneration
type at the end of 201st Annual Shareholders Meeting- 30 -

[Translation for Reference Purpose Only]
Base salary
Short-term performance-linked
remuneration (individual)

11

Short-term performance-linked
remuneration (company level)
Mid-to-long-term performance-linked
remuneration

32(6 Directors, 24 Corporate Vice Presidents, and 2
Senior Fellows)[Audit & Supervisory Board Member]
Date of resolutionof shareholders
Detail of resolution
meeting
192th
Annual Audit & Supervisory Board Members’
Shareholders
remuneration shall not exceed 130 million yen
Meeting
per year, and an amount of remuneration for(held on June 25, each Audit & Supervisory Board Member is2014)
determined by mutual agreement of the Board
of Audit & Supervisory Board Members.

Resolution about Audit &Supervisory Board Members
numbers

6[Notes]The number of Audit & Supervisory Board Members subject to the resolution in the above table is thenumber of those at the end of the Annual Shareholders Meeting concerned. The Company will make aproposal of “Election of one (1) Audit & Supervisory Board Member” as a matter to be resolved at the 202nd
Annual Shareholders Meeting to be held on June 26, 2024. If this proposal is approved and resolved asoriginally proposed, the number of eligible Audit & Supervisory Board Members at the end of 202nd Annual
Shareholders Meeting is 6.

[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]
Legal Department serves as the secretariat of the Board of Directors, which provides administrative support
for the Board of Directors as well as information and support to officers for deliberations at the Board
meetings.
Furthermore, to assist Audit & Supervisory Board Members in performing their duties and to provide
administrative support for Audit & Supervisory Board, we assigned staff members whose independence fromthe management is guaranteed.
The meetings of the Board of Directors are scheduled by making best efforts to ensure Outside Directors
and Outside Audit & Supervisory Board Members can attend. Furthermore, in order to ensure that Outside
Directors and Outside Audit & Supervisory Board Members have deep understanding of meeting agendas andconsider them prior to a meeting of the Board of Directors, the Company distributes reference materials (byusing electronic means) a few days prior to the meeting, and where necessary, provides prior explanations onreference materials. Similarly, the meetings of Audit & Supervisory Board are also scheduled by making best
efforts to ensure Outside Audit & Supervisory Board Members can attend.
In addition, the Company allows Outside Directors to request a full-time Audit & Supervisory Board
Member to provide audit information, and to request Accounting Auditors to provide accounting audit
information, as necessary.

- 31 -

[Translation for Reference Purpose Only][Retired presidents/CEOs holding advisory positions (Sodanyaku, Komon, etc.)]
Information on retired presidents/CEOs holding advisory positions (Sodanyaku, Komon, etc.)
Date whenName

Job title/position

Hiroshi
Ishihara
Masao
YoshidaHonorary Adviser(“Meiyo Komon”)
Honorary Adviser(“Meiyo Komon”)

Mitsuyoshi
Shibata

Senior Adviser(“Tokubetsu Komon”)

Responsibilities

N/A

Work Conditiion

former role

Remuneration

as president/

Non-full time
None
Full timePaid

CEO ended
June 26,
2008
March 31,2012

To engage inactivities in thebusiness
community andCSR activities
To engage in Full time
activities in the Paidbusiness
community andCSR activities

Number of retired presidents/CEOs holding
advisory positions (Sodanyaku, Komon, etc.)

March
2017

31,

Term of Office

None
None

From June 23,2023
to March 31,2028

3

Others1．In the Company, a person who retired from the position of President & Representative Director used toserve as Adviser, but from the perspective of ensuring the ideal state of corporate governance andtransparency, upon deliberations at Nominating/Compensation Committee, which consists of the majorityof Outside Directors and is chaired by an Outside Director, the Company terminated the former Adviser
System and introduced Senior Adviser/Honorary Adviser System as of July 1, 2018.
2．In principle, Senior Advisers and Honorary Advisers are intended to engage in activities in the business
community and CSR activities, and are not involved in the management of the Company and the Group.
3．If Senior Advisers engage in significant external affairs for the Group, remuneration may be paid to them.
4．The above-mentioned “Date of Retirement from President, etc.” refers to the date when the person retired
from the position of President & Representative Director of the Company.
Their career after such Dates of Retirement is summarized as follows:
・ Mr. Hiroshi Ishihara assumed the following positions after his retirement from the position of
President & Representative Director: Chairperson of the Board & Representative Director effectivefrom June 26, 2008; Advisor & Director effective from April 1, 2012; Advisor upon his retirementfrom Advisor & Director at the end of the annual shareholders meeting held on June 26, 2012; Special
Advisor effective from July 1, 2018; and then Honorary Advisor effective from July 1, 2019.
・ Mr. Masao Yoshida assumed the following positions after his retirement from the position of President& Representative Director: Chairperson of the Board & Representative Director effective from April
1, 2012; Chairperson of the Board effective from April 1, 2016; Director effective from April 1, 2017;
Advisor upon his retirement from Director at the end of the annual shareholders meeting held on June22, 2017; Special Advisor effective from July 1, 2018; and then Honorary Advisor effective from July
1, 2022.
・ Mr. Mitsuyoshi Shibata assumed the following positions after his retirement from the position of
President & Representative Director: Chairperson of the Board effective from April 1, 2017; Director
effective from April 1, 2023; and Special Advisor upon his retirement from Director at the end of theannual shareholders meeting held on June 23, 2023. 5．The above-mentioned “Term of Office” refers- 32 -

[Translation for Reference Purpose Only]
to the scheduled term of office for the current position (in case of Senior Adviser, it includes the termof office as former Adviser before the change of the System).
As a general rule, the maximum term of office as Senior Adviser is 5 years; and Senior Advisers’ activities
and remuneration are regularly reported to Nominating/Compensation Committee.
After the termination of the term as Senior Adviser, the person assumes a position of Honorary Adviser,
the term of which is not fixed.

2.Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)[Updated]
The Board of Directors of the Company consists of 11 Directors, 5 of whom are Outside Directors (all ofthem are registered at the Tokyo Stock Exchange as independent officers). The Board of Directors is chaired
by non-executive Chairperson of the Board who does not have representative rights. The Audit & Supervisory
Board consists of 6 Members, 3 of whom are Outside Members (all of them are registered at the Tokyo Stock
Exchange as independent officers). The Outside Officers of the Company have extensive experience infinancial institutions, trading companies, and business corporations or expert knowledge and experience insuch areas as laws, finance/accounting, and industrial policies, etc. The Board of Directors, in making
decisions, respects Outside Directors’ opinions and suggestions from diverse viewpoints based on theirexperience.
In light of its fiduciary responsibility and accountability to shareholders, the Board of Directors of theCompany fulfills its responsibilities to promote sustainable corporate growth and the increase of corporate
value over the mid- to long-term, and enhance earnings power and capital efficiency; and therefore, do thefollowing:① Determination of corporate governance-related matters;② Establishment and amendment of business strategies and oversight of execution of such strategies andplans;③ Setting capital allocation policy;④ Appointment and removal of the Management including Representative Director and Corporate Vice
President, and determination of the remuneration of them (including delegating these to
Nominating/Compensation Committee);⑤ Establishment of an internal control system relating to compliance and financial reporting and risk
management systems, and oversight of them;⑥ Decision on important business matters;⑦ Others prescribed by the applicable laws and regulations etc.
[Notes] Upon a request or delegation from Board of Directors, Nominating/Compensation Committee
deliberates, determines and reports matters of nominating candidates for Directors and Compensation
for Directors etc.
Details are also provided elsewhere in this Report: specifically, in “II. 1. Form of Organizational
Structure and Operational Management 【Directors】Establishment of optional committee, committee
composition, and attributes of chairperson” and its Supplementary Explanation.
At the Company, in order to facilitate timely and decisive decision-making on business execution, on thepremise that corporate governance mechanisms, including the Board of Directors’ supervision of businessexecution, are working adequately, decision-making on certain matters related to business execution isdelegated to the management within the scope permitted by laws and regulations. The specific scope of suchdelegation is defined in the standards for deliberation with respect to the Board of Directors and theManagement Committee, depending on the degree of significance.
In FY2023, the Board of Directors met 16 times to make decisions on important business execution, checkthe progress of the medium-term business plan and achievement of management targets, including fiscal
budgets, and also have deliberations on corporate governance and other fundamental matters related tobusiness management.

- 33 -

[Translation for Reference Purpose Only]
The attendance status of individual Directors to the Board of Directors In FY2023 is as follows.
[Name／The Number of Attendance at the Board of Directors Meetings]
Keiichi Kobayashi／16 out of 16 times (100%)
Hideya Moridaira／16 out of 16 times (100%)
Osamu Tsukamoto／15 out of 16 times (93.8%)
Takashi Tsukamoto／16 out of 16 times (100%)
Yoshiro Miyokawa／16 out of 16 times (100%)
Yukiko Yabu／16 out of 16 times (100%)
Tamotsu Saito／16 out of 16 times (100%)
Satoshi Miyamoto／16 out of 16 times (100%)
Akihiro Fukunaga／16 out of 16 times (100%)
Yoshio Masutani／16 out of 16 times (100%)
Toshio Yanagi／12 out of 12 times (100%)[Notes] Since Mr. Toshio Yanagi was newly elected at the 201st Annual Shareholders Meeting held on June23, 2023, the number of the eligible Board of Directors meetings is different from that for othermembers of the Board of Directors.
The Group’s business consists of 12 operating divisions; and business divisions were established for
directing and overseeing multiple operating divisions which are closely related to each other. As for ourbusiness execution, under the control of President being the chief executive, operations are directed byGeneral Managers of such business divisions as Communications Solutions Division, Energy Infrastructure
Division, Electronics Component Material Division, Functional Products Division and Automotive Products
Division. In addition, the Company has divisions to perform such head office functions as developing andimplementing the Group’s business strategies/management plans, establishing and maintaining corporate
governance, risk management, and other management systems, and conducting marketing and sales activities;
and General Managers of respective divisions lead such functions. These General Managers, in the capacityof executive officers, serve as members of the Management Committee, which is the highest decision-making
body of business execution. The Management Committee deliberates and determines major operational
matters. Furthermore, the Committee members report the status of business execution on a quarterly basis toensure effective communications among the executive officers, thus achieving integrated business execution.
Furthermore, the status of business execution is reported to the Board of Directors on a quarterly basis.
In order to ensure functional interactions between the Board of Directors’ supervision over businessexecution and executive initiatives for developing the internal control system, the Company established Risk
Management Committee and Sustainability Committee chaired by President. Risk Management Committee
manages risks in implementing the Group’s business strategies, as well as strives to establish and strengthen
compliance and an internal control system. The internal control status is regularly reported to the Board of
Directors. Sustainability Committee deliberates the Group’s basic policy on sustainability, basic points
concerning materiality of revenue opportunities/risks, and disclosures of basic information on sustainability,
and also checks the progress of such matters. As for materiality of risks which are closely related to theGroup’s business risks, Risk Management Committee and Sustainability Committee work together for
deliberations. While Auditing Department is responsible for internal audits in the Group, the Company
established a framework for adequate and objective audits of the entire Group’s internal control systemthrough close cooperation between Auditing Department and Audit & Supervisory Board Members.
Audit & Supervisory Board Members conduct audits in accordance with the audit policy and audit plan
decided by the Audit & Supervisory Board, and regularly report audit results to the Board of Directors andPresident. Regular meetings of the Audit & Supervisory Board are generally held at least once in every 2months. Audit & Supervisory Board Members request Directors/employees of the Company and its
subsidiaries to report on matters related to business operations, as necessary. Business divisions report to
Audit & Supervisory Board Members about the status of establishing/implementing internal control, and thestatus of compliance and risk management, including those of subsidiaries, as necessary. Furthermore, each
Audit & Supervisory Board Member attends the meetings of the Board of Directors, and has interviews with
the President and Representative Director and key Directors and Corporate Vice Presidents to conduct
auditing in accordance with the audit policy and audit plan decided by the Audit & Supervisory Board; andreports audit details and results to the Audit & Supervisory Board. Furthermore, full-time Audit & Supervisory
Board Members attend the Management Committee meetings, Risk Management Committee meetings,- 34 -

[Translation for Reference Purpose Only]
Sustainability Committee meetings, and other important meetings; and review requests for management
approval and other important requests for approval, conduct on-site inspections (including remote audits byusing a web conference system) at each division of the Company, its business locations/branches, and R&D
laboratories, as well as Group companies in Japan and abroad; and report details and results of suchinspections to the Audit & Supervisory Board. Auditing Department, which is responsible for internal
auditing, monitors and verifies the management/operating system for overall management activities as wellas the status of execution of duties from the perspective of legitimacy and efficiency; and based on suchinternal audit results, Auditing Department provides internal divisions and the Group companies withinformation, and offers advice and makes recommendations for the improvement and streamlining. In
addition, to enhance audit functions, Audit & Supervisory Board Members, Accounting Auditors, andAuditing Department collaborate with each other, and exchange information and opinions. Upon request from
Audit & Supervisory Board Members, the Company appointed two employees, whose independence from the
management is secured, to assist Audit & Supervisory Board Members.
Deloitte Touche Tohmatsu LLC has served as Accounting Auditor for the Company since its appointment
at the 196th Annual Shareholders Meeting held on June 22, 2018. For the accounting audit for the year ended
March 2024, the following three certified public accountants from the Accounting Auditor performed audit
work: Mr. Tsutomu Hirose, Mr. Takahiro Ikeda, and Mr. Daijiro Furutani. 18 certified public accountants(excluding the above-mentioned certified public accountants) and 48 other staff members assisted in theaccounting audit of the Company.
The Company has agreements to limit liabilities under Paragraph 1, Article 423 of the Companies Act withoutside Directors and outside Audit & Supervisory Board Members. The upper limit of liabilities under thisagreement is the statutory lower limit.
The Company has concluded an indemnity agreement set forth in Article 430-2, Paragraph 1 with each of
Directors and Audit & Supervisory Board Members. The indemnity agreement specifies that the Company
shall compensate for expenses set forth in Item 1 and losses set forth in Item 2 of Paragraph 1 of the abovementioned Article to the extent prescribed by laws and regulations. However, in the indemnity agreement, if
bad faith or gross negligence on the part of Directors and other officers was found in relation to their executionof duties, the Company may claim refund of compensation; as such, the Company has taken measures formaintaining the adequacy of the execution of duties of Directors and other officers.
The Company purchased a Directors and Officers Liability Insurance (D&O Insurance) policy, which
covers Directors, Audit & Supervisory Board Members, and Corporate Vice Presidents, etc. (including those
who retired on March 31, 1994 and thereafter) and their successors, in order to bring in competent people
who fulfill expected roles in performing their duties. This insurance policy covers claims against insured
directors/officers on the basis of their legal liability for damages caused by their actions (including failure toact) relating to their execution of duties, and litigation expenses that are incurred due to the liability claims
against the directors/officers. However, there are some exclusions, for example, a case where the insured
knowingly committed an illegal act. The Company bears all of the insurance premium.

3. Reasons for Adoption of Current Corporate Governance System
The Company adopted the current corporate governance system (in the organizational form of Company
with the Audit & Supervisory Board), believing that the effectiveness of auditing Directors’ execution ofduties is secured by institutionally maintaining the independence of the Audit & Supervisory Board and its
Members from the Board of Directors, while ensuring their cooperation with Accounting Auditors andAuditing Department. Furthermore, to complement the supervisory function of the Board of Directors, theCompany established Nominating/Compensation Committee. The Committee consists of at least fivemembers (where Outside Directors comprises a majority) who are chosen among Directors by resolution of
the Board of Directors; and the Committee Chair is, in principle, selected from Outside Directors by theCommittee members.

- 35 -

[Translation for Reference Purpose Only]

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights[Updated]
Early Notification of General
Shareholder Meeting

Supplementary Explanations
The Notice of Annual Shareholders Meeting held on June 26, 2024.
The Company has taken measures for electronic provision of materials forannual shareholders meeting (by posting them on the Company’s website andthe Tokyo Stock Exchange’s website) since May 29, 2024.

Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform

The Company implemented the voting system by using the electronic
voting platform managed by ICJ Inc. for institutional investors.

Providing Convocation Noticein English

The Notice (in Japanese and English) is posted on the websites of the Tokyo
Stock Exchange and the Company.

Other

From the Annual Shareholders Meeting 2023 held on June 23, theproceeding of the Meeting will be live-streamed.
From the Annual Shareholders Meeting 2020 held on June 23, a video of
the items to be reported on the day of the Annual Shareholders Meeting will
be posted on the website of the Company after the meeting.

2. IR Activities

Annual Shareholders Meeting 2024 was held on June 26, 2024.
The Company adopted electronic voting via Internet.

[Updated]

Preparation and Publication ofDisclosure Policy

Supplementary Explanations
The Company formulated its disclosure policy which stipulates that theCompany shall comply with the Companies Act, the Financial Instruments
and Exchange Act, and other laws and regulations, as well as the Timely
Disclosure Rules of the Tokyo Stock exchange, and make timely andappropriate disclosures in accordance to them. The policy is available on our
website.

Regular Investor Briefings for
Individual Investors

Once a year, the Company holds a briefing (either face-to-face or online)
for individual shareholders and individual investors.

Regular Investor Briefings forAnalysts and Institutional
Investors

The Company holds quarterly briefings or teleconferences on quarterly
financial results. The Company also holds briefings (either face-to-face oronline) on the progress of the Medium-term Management Plan once or twicea year; on business/strategies of its main businesses once a year; and on ESG
initiatives once a year.

Regular Investor Briefings forOverseas Investors

The Company conducts an investor roadshow (either face-to-face oronline) mainly in North America, Europe and Asia once a year for eachregion.

Posting of IR Materials on
WebsiteThe Company posts materials related to financial results, including
financial summaries, presentation materials for results briefings, financial
statements, securities reports, and quarterly reports, as well as various othermaterials, including the Medium-term Management Plan, Notices ofShareholders’ Meetings, newsletters for investors, integrated reports, andsustainability book, etc. on the website of the Company.
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[Translation for Reference Purpose Only]
As for financial summaries, presentation materials for results briefings, and
FACT BOOK, both Japanese and English versions are posted on the website
on the date of release. With respect to briefings for analysts and institutional
investors, on the next day of a briefing, the Company posts the summary of
Q&A session (both Japanese and English versions) on its website, as well as
a video or audio file of the presentation (only in Japanese) and text files (bothJapanese and English versions).
Establishment of Department
and/or Manager in Charge ofIR

General Manager of Finance & Accounting Division assumes the role of
IR officer; and the Investor Relations Department in the above-mentioned
Division is designated as the department in charge of IR.

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders
ImplementationofEnvironmental Activities, CSR
Activities etc.

[Updated]

Supplementary Explanations
Furukawa Electric Group Basic Policy on Sustainability stipulates that theGroup will strive to maintain and build sound and friendly relationships withall stakeholders, and specific actions are stipulated in relevant rules.
<Furukawa Electric Group Sustainability>
The Group has defined Furukawa Electric Group Vision 2030 (hereinafter,“Vision 2030”) as the ideal state of the Group in 2030. In order to achieve
Vision 2030, we are promoting ESG management, which aims sustainablegrowth of Furukawa Electric Group and medium- to long-term growth ofcorporate value.
To realize “Furukawa Electric Group Vision 2030”, the Group strives topromote ESG management that aims to achieve the Group’s sustainablegrowth and increase in corporate value over the mid- to long-term. The Groupdefined significant management issues as “materiality” which the Groupshould address in order to achieve “Furukawa Electric Group Vision 2030”,
and identified the materiality as follows from the perspective of both revenue
opportunities and risks:・Materiality: revenue opportunities(1) Create businesses that solve social issues(2) Open, Agile, Innovative(3) Build partnerships with various stakeholders
・Materiality: risks
E: Develop business activities that consider climate change
S: Strengthen human capital management and organizational
execution abilities
G: Build a governance system to strengthen risk management
We will work on such materiality and achieve “Furukawa Electric Group
Vision 2030”, thus contributing to achieving the SDGs.
< Developing business activities that consider climate change>
In order to “contribute to a sustainable future for the world throughtechnological innovation that utilizes our strength in advanced materials,” theGroup established “Furukawa Electric Group Basic Environmental Policy”
consisting of basic philosophy and action guidelines. In addition, in order tocontribute to realizing a “carbon-free society”, “recycling-based society forwater & resources” and “society in harmony with nature” toward 2050, we
formulated “Furukawa Electric Group Environmental Vision 2050”. With
respect to contribute to realizing a “carbon-free society”, aiming at reducing
greenhouse gas emissions throughout the value chain, we set the challenge- 37 -

[Translation for Reference Purpose Only]target for reducing the emissions from business activities of the Group to zeroby 2050. Furthermore, we have recently revised “Environmental Targets
2030” which are the interim goals under the “Environmental Vision 2050”.
Furthermore, in order to accelerate our initiatives for realizing carbon
neutrality in 2050, we have recently revised “Environmental Targets 2030”
which are the interim goals under the “Environmental Vision 2050”, andalso applied for SBT1.5℃ certification.
In addition, based on the “Guidance on Metrics, Targets, and Transition
Plans” published by TCFD in October 2021, we started formulating a climaterelated transition plan which is a series of targets and actions to support thetransition to a low-carbon economy in FY2023.

Development of Policies on
Information
Provisionto
Stakeholders

Other

More information on the Group’s sustainability is available on the websiteof the Company (“Sustainability” section), Integrated Report, andSustainability Book, etc.
The Company established internal rules for timely disclosure of corporate
information, and has in place a system for timely and appropriate information
disclosure. Furthermore, “The Furukawa Electric Group CSR Code of
Conduct” defines fundamental rules of behavior for officers/employees of theGroup to follow in conducting corporate activities based on the Groupphilosophy and from the perspective of corporate social responsibility. The
CSR Code of Conduct was revised in April 2019 to reflect recent changes insocial conditions and corresponding changes in demand for corporations.
■Promoting diversity & inclusion (D&I)
Positioning D&I as an important element in “strengthening human capitaland organizational execution abilities,” the Group has established HK / D&I
Committee under the direct supervision of the President, and are developing
proactive initiatives across the company.
(1)Promoting women’s careers
We consider it particularly important to ensure diversity in the decisionmaking level as a foundation for corporate growth, and, setting the ratio of
female managers as a sustainability indicator in the 2025 Medium-term Plan,
we have been implementing such initiatives. Positioning the low number offemale employees as the most important issue, we are persistently working tomaintain and enhance our human resource pipeline starting from the hiring
phase to developing and promoting core personnel. Concurrently, we areworking to improve the company-wide organizational culture andenvironment by reforming the leadership of superiors, improving feedback,providing flexible work styles, and supporting autonomous career formation
so that women themselves and their superiors can look forward to their careeradvancement.
In FY2023, each division and HR division deepened mutual recognition of
the pool of candidates and the possibility of post assignments throughdialogue, and each division began to create individual development plans forfemale candidates for managers. In addition, mindset measures such as
lectures by female executives and round tables for those on the first step
toward management positions were also implemented. In recognition of these
efforts, the Company has been recognized as an excellent company of“Eruboshi” (highest ranking) based on the Act on Promotion of Women’sParticipation and Advancement in the Workplace. Furthermore, in FY2023,
the Company received the Achievement Grand Prize in the Basic Category of
the Diversity Award sponsored by NPO J-Win.
(2)Work-style reform- 38 -

[Translation for Reference Purpose Only]
We are promoting a variety of measures, both in terms of “work-stylereform” aimed at improving productivity and job satisfaction, and in terms of“organizational culture reform” aimed at promoting the embodiment of
Furukawa Electric Group’s Core Values.
As measures to support our employees’ personal ambitions and growth, andto enable each one of them to better demonstrate their abilities, we areenhancing the systems to support balancing various life events such as
pregnancy, childbirth, childcare, and nursing care with work, a variety ofleave systems, flextime system, and teleworking system among others, toimprove the work-life balance of our employees. We have been proactively
working to enhance our childcare support since 2007 as a business with a“Kurumin” certification, a certification for companies that are proactively
working to support balancing work and childcare.
In May 2023, following the recategorization of COVID-19 to a Class 5
infectious disease, we formulated a policy on how to work after the COVID19 pandemic. We will continue to promote a hybrid work style that maximizes
the benefits of both remote work and face-to-face work to improve employee
job satisfaction and productivity.
(3)Promoting employment of people with disabilities
Not only to fulfill our social responsibilities, but also from the perspectiveof D&I, which pursues the potential of diverse personnel and organizations
as a foundation for corporate growth, we are proactively working to expand
the environment in which people with disabilities can work.
In addition to expanding recruitment through the group companies and our
special-purpose subsidiary, Furukawa New Leaf Co., Ltd., we will further
improve the workplace environment and work styles by offering an option towork from home, barrier-free access, etc., to create a more desirable
environment for people with disabilities to work in.
We are working to expand the application of these initiatives to the entire
Group. In FY2023, since the limited number of jobs held by people withdisabilities was a priority issue, we added FURUKAWA ELECTRIC
BUSINESS & LIFE SUPPORT INC. as an applicable company for expanding
the range of jobs for people with disabilities.
■Promoting Health and Productivity Management
We define “Health and Productivity Management” as the aim for each
employee to achieve good physical, mental and social conditions (wellbeing). Based on the belief that improving the vitality and performance of
employees will lead to the growth of organizations and companies, we arepromoting various Health and Productivity Management measures as a
unified organization. From the managerial viewpoint, “Furukawa ElectricGroup Health and Productivity Management Declaration” was established in2017, in order to promote “Health and Productivity Management” which
strategically strives for the Health and Productivity Management and thehealth promotion of the employees. We assist our employees in raising theirhealth consciousness and actively engaging in their own health promotion.
Specifically, we carry out the following unique initiatives:
・Formulated the “Five-Year Medium-term Plan for Occupational Health”
toward 2025, backing up employee health promotion activities byimplementing various measures at each site, including measures forhealth literacy improvement, smoking, metabolic syndrome, mental
health, improving physical function, heat stroke, and the establishmentof a chemical substance management system.
・Say “Stay healthy!” along with the manufacturing industry’s beloved
greetings, “Stay safe!” among employees to raise each employee’s
awareness of health.
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[Translation for Reference Purpose Only]・Established the “Five-Year Plan for Smoking Prevention” in 2015 andachieved a total smoking ban on premises throughout the company by
2020.
Detailed information on the Group’s initiatives concerning human capitalis disclosed on the Company’s website.

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IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development[Updated]
The Company believes that internal control is intended for maintaining/improving the efficiency of
execution of duties, ensuring compliance, risk management, information management and group company
management, and established and implements the internal control system as follows:(1) Efficient execution of duties
After management targets are set in budgets, each executive officer fulfills his/her duties to achieve suchtargets, and regularly reports the progress to the Board of Directors. Such achievements are adequatelyreflected in his/her remuneration. As for matters to be decided by the Board of Directors or the Management
Committee, or by means of requests for management approval, the Company established detailed and specificstandards for deliberations. The Company has in place internal rules to clarify administrative authorities ofexecutive officers and General Managers, as well as division of duties; and also has a mechanism to constantly
review them upon an organizational change and the like.
(2) Compliance system
The Company regards “The Furukawa Electric Group Purpose”, “Core Values” and “The Furukawa
Electric Group CSR Code of Conduct” as the basis for complying with ethical standards as well as laws andregulations; and according to the “Compliance Regulations”, the Company promotes such complianceactivities as internal education and programs to prevent/detect legal violations, while Risk Management
Committee chaired by President and Risk Management Division play central roles. Each division appoints arisk management officer, who is responsible for effectively promoting risk management activities, including
compliance, within the division. Especially, to prevent a recurrence of cartel behavior, the Company has
reinforced the control over contacts with other companies in the same industry and the pricing procedures,and strengthened oversight, regularly receiving advice from external experts. The Company also introduced
a whistleblowing system, aiming at early detection and correction of compliance violations. Furthermore,
Auditing Department, which is responsible for internal audits, monitors the execution of duties in eachdivision, verifies whether the internal control system, including the compliance system, is working effectively,
and reports the results to the management. The Company has such a compliance system in place.
(3) Risk management system
The Company stipulated its risk management system and management method in the “Basic Regulations
on Risk Management and Internal Control”, and the Risk Management Committee identifies overall risks
associated with business operations of the Group, and verifies the adequacy of such risk assessment and risk
management methods. The Committee focuses mainly on addressing major risks associated with complianceat affiliated companies and internal divisions, large-scale disasters, information security, and infectious
diseases, etc., while putting emphasis on managing significant risks in such areas as disaster prevention &business continuity management, quality management, health & safety, and safe environment by establishingspecial committees. In addition to the above-mentioned framework, when an important decision is to be madeby the Board of Directors or the Management Committee, or by means of requests for management approval,
expected risks associated with the subject in question are clarified in the reference material, and the decision
is made only upon recognizing such risks.
(4) Information management system
Records and documents related to important decisions by the Board of Directors, the Management
Committee, or via requests for management approval are properly managed/retained in accordance with laws
and regulations as well as the Company’s “Regulations on Retention of Documents”. As for other informationon the execution of duties, from the perspective of the importance as information assets and the necessity forprotection, the Company established uniform standards and has implemented an information management
system.
(5) Group company management
In accordance with the “Regulations on Group Management Control”, an administrative manager isappointed at each Group company; and the Company requests the Group companies to regularly report
information necessary for grasping their business conditions, provides guidance on business management,
and requires them to obtain the Company’s approval before making decisions on certain matters. Budgets are- 41 -

[Translation for Reference Purpose Only]
prepared for the entire Group, setting specific management targets to be achieved by subsidiaries. As for therisk management at subsidiaries, Risk Management Division plays a central role to provide training, advice,and guidance on risk management, internal control, and compliance. Subsidiaries are required to appoint theirown compliance officers. The Company sends part-time officers to key Group companies, and monitors
overall management, including compliance and risk management, of the Group companies through audits by
the Company’s Audit & Supervisory Board Members and Auditing Department.
(6) Securing appropriateness of financial reportingIn accordance with the “Basic Regulations on Risk Management and Internal Control”, the Company
established “Furukawa Electric Group Basic Policy for the development and evaluation of an internal control
system, to ensure the appropriateness of financial reporting” (J-SOX Core Policy), and clarified theestablishment, development, and operation of the internal control system, monitoring mechanism, andresponsibilities. As for preparation and submission of the Internal Control Reports stipulated in the Financial
Instruments and Exchange Act, the Company established J-SOX Council for deliberations of importantmatters, aiming at maintaining and improving the reliability of the Group’s financial reporting.

2. Basic Views on Eliminating Anti-Social Forces(1) Basic views
As described in “The Furukawa Electric Group CSR Code of Conduct”, the Company’s basic views are as
follows: “Adopt a resolute approach to and cut off all relations with antisocial individuals or groups.”(2) Establishment of relevant structure
As mentioned above, the Company described its basic approach in “The Furukawa Electric Group CSR
Code of Conduct” and ensures that all officers and employees follow the approach. The Company designatedAdministration Department, Risk Management Division as the department in charge, and appointed an officer
in charge of preventing unreasonable demands, who completed the training course sponsored by the Tokyo
Metropolitan Public Safety Commission. Moreover, the Company is a member of the Federation on
Prevention of Special Organized Crimes (TOKUBOREN) under the Tokyo Metropolitan Police Department,
and collects information through TOKUBOREN bulletins and TOKUBOREN news. In addition, the officer
in charge of preventing unreasonable demand participates in TOKUBOREN’s national workshop, andregional workshop and regular meetings in order to collect the latest information and closely collaborate withTOKUBOREN and neighboring companies.

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

Not Adopted

Supplementary Explanation
N/A

2. Other Matters Concerning to Corporate Governance System(1) Other matters concerning corporate governance system
The Group defined compliance as “not only observing laws and regulations, but also as acting in accordancewith the values and ethics required of the company and its employees as responsible members of the society”
and has been engaged in compliance activities. Specifically, the Company established Risk Management
Division as well as Risk Management Department under the Division, thus developing a system for enhancing
the monitoring of overall corporate activities from CSR perspectives including compliance, risk management,
and social contribution, and promoting related activities; and for appropriately and promptly taking necessary
actions in case of unexpected problems, including fact-finding, formulation of measures to prevent recurrence,and external announcement. With respect to quality management which is the starting point of manufacturing,
the Group established Furukawa Electric Group Quality Management Committee chaired by President,
promoting quality management activities. Similarly, Furukawa Electric Group Occupational Health & Safety
Committee chaired by President has been conducting activities related to labor, health and safety.
In the past, the Group was inspected by the regulatory authorities for cartel behaviors related to optical fiber
cables and automotive products, and then received orders to pay financial penalty, etc. In response, the Group
has strived to eradicate any behaviors that violate the Anti-Monopoly Act and the Competition Act by
accepting opinions of external experts since 2008. The Group is determined to continue activities forpreventing the recurrence by ensuring strict compliance with internal rules regarding contacts with othercompanies in the same industry and pricing, and also to improve education programs for officers andemployees of the Group companies in Japan and abroad corresponding not only to the Anti-Monopoly Act
and the Competition Act, but also increasingly stricter laws and regulations in other legal domains in relevant
countries/regions, as well as to strengthen the monitoring by the internal audit department. By conducting
such activities across the Group this way, the Group strives to ensure compliance and restore the publicconfidence.
(2) Overview of timely disclosure system(i) Basic policy and view on timely disclosure of corporate information
The Company complies with timely disclosure rules stipulated by the Tokyo Stock Exchange (TSE), andhas made timely disclosure in accordance with such rules. Even if it does not fall under any category specified
in TSE’s timely disclosure rules, the Company makes timely disclosure of information, which is useful forshareholders, investors, and other stakeholders, and has a significant impact on investment decisions,promptly on the Company’s website.
(ii) Internal system for timely disclosure of corporate information etc.
The Company established the “Regulations on the Timely Disclosure of Corporate Information” in orderto have in place a framework for disclosing corporate information of the Company and its subsidiaries toinvestors in a timely and appropriate manner, and has made timely disclosure of corporate informationaccording to the Regulations as follows:
・ General Manager of Finance & Accounting Division is responsible for disclosure, and General Manager
of Investor Relations Department (IR Dept.) under the above-mentioned Division is in charge ofadministrative tasks.
・ As for information which may fall under disclosure items under the rules on timely disclosure stipulated
by a financial instruments exchange, General Manager of division in charge of the matter immediately
reports the matter to General Manager of IR Dept. In case of information of subsidiaries, a representativeof the subsidiary in question immediately reports the matter to General Manager of the Company’s division- 43 -

[Translation for Reference Purpose Only]in charge of the subsidiary, and the said General Manager immediately reports the matter to General
Manager of IR Dept.
・ In response to the above-mentioned report, General Manager of IR Dept. checks the information against
rules on timely disclosure, and judges whether or not disclosure is required, upon consultation with General
Manager of Legal Department, Risk Management Division as necessary. If it is deemed that disclosure isrequired, upon obtaining approvals from General Manager of the relevant Division and President, theinformation is disclosed in accordance with the rules on timely disclosure.

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[Translation for Reference Purpose Only]<Schematic Diagram of Corporate Governance System>- 45 -