Corporate Governance

Based on the “Furukawa Electric Group Purpose” and the “Core Values,” Furukawa Electric and Furukawa Electric Group strive to enhance business performance by improving management efficiency—including accelerating decision-making—while ensuring transparency and fairness, and by responding swiftly to changes in the business and market environment. At the same time, we maintain sound management through the establishment, reinforcement, and effective implementation of the 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 enhance our corporate governance, in accordance with the followings:

Based on “Basic Views on Corporate Governance”, we adopted “Guidelines on Corporate Governance (PDF328KB) (hereinafter referred to as “the Guidelines”)” as a policy for enhancing our corporate governance.

Corporate Governance Report (Updated June 25, 2025) (PDF1.1MB)

The Company adopted the current corporate governance system (in the organizational form of Company with an Audit & Supervisory Committee) to further expedite decision-making by delegating broad-ranging decisions on business execution to the management, and to strengthen/sophisticate the supervisory function of the Board of Directors by holding essential discussions on agenda items centered around the management policy and management strategy, thereby promoting the enhancement of corporate governance.
Furthermore, to complement the supervisory function of the Board of Directors, the Company established Nominating/Compensation Committee. The Committee consists of at least five members (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 the Committee members.

In light of its fiduciary responsibility and accountability to shareholders, the Board of Directors of the Company fulfills its responsibilities to promote sustainable corporate growth and the increase of corporate value over the medium-to-long-term, and enhance earnings power and capital efficiency; and therefore, do the following:

For further details, please refer to “Board of Directors” of Chapter 3, Section 2 of the Guidelines (Guidelines on Corporate Governance (PDF)).

As of June 25, 2025, the Board of Directors of the Company consists of 11 Directors(including four Outside Directors (excluding Directors who serve as Audit & Supervisory Committee Members) and two Outside Directors who serve as Audit & Supervisory Committee Members, and all of whom are registered with the Tokyo Stock Exchange independent officers). The Board of Directors is chaired by non-executive Director and Chairman of the Board who does not have representative rights.

The Outside Officers of the Company have extensive management experience in financial institutions, trading companies, and business corporations or expert knowledge and experience in such areas as finance/accounting, and industrial policies, etc. The Board of Directors, in making decisions, respects Outside Directors’ opinions and suggestions from diverse viewpoints based on their experience.

We established Nominating/Compensation Committee for the purpose of ensuring objectivity and transparency in deliberation and decision-making procedures concerning nomination of Directors and other officers and their remuneration. Nominating/Compensation Committee consists of 5 or more members who are selected from among the Directors by a resolution of the Board of Directors, and a majority of them are Independent Directors. In principle, the Chairperson is appointed from Independent Directors and by mutual vote.

For further details, please refer to “Nominating/Compensation Committee” of Chapter 3, Section 3 of the Guidelines (Guidelines on Corporate Governance (PDF)).

The Committee comprises eight members, and six members, including the chairperson, are Outside Directors.

Audit & Supervisory Committee collects information about management under statutory investigation authority and express their views to the Board Meetings and the Management from an independent and objective standpoint as a fiduciary to shareholders. Furthermore, Audit & Supervisory Committee shall ensure adequate cooperation with the Internal Audit Department (i.e. Auditing Department) by holding regular meetings and receiving reports as necessary. In addition, Audit & Supervisory Committee regularly report on their audit policy and plan as well as audit results to Board of Directors regularly.

Furthermore, The directors, who serves as full-time Audit & Supervisory Committee Member attend the important meetings such as the Management Committee which decides major business matters, and they report information obtained from these meetings and audit activities to Outside Directors who serves as an Audit & Supervisory Committee Member.

In addition, Assistant staff that is independent of the Management is appointed to assist activities of Audit & Supervisory Committee and Audit & Supervisory Committee operation to enhance audit functions.

For further details, please refer to “Audit & Supervisory Committee” of Chapter 3, Section 4 of the Guidelines (Guidelines on Corporate Governance (PDF)).

Audit & Supervisory Committee comprises three Audit & Supervisory Committee Members (including two Outside Directors who serve as Audit & Supervisory Committee Members, all of whom are registered with the Tokyo Stock Exchange independent officers).

Furukawa Electric Group’s business consists of 13 operating divisions and others; and business divisions were established for directing and overseeing multiple operating divisions which are closely related to each other. As for our business execution, under the control of President being the chief executive, operations are directed by General Managers of Communications Solutions Division, Energy Infrastructure Division, Electronics Component Material Division, Functional Products Division, Automotive Products Division, and Optical Solutions Division, as well as Advisor of FITEL Products Division and General Manager of FITEL Products Division. In addition, the Company has divisions to perform such head office functions as developing and implementing 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 capacity of executive officers, serve as members of Management Committee, which is the highest decision-making body of business execution. Management Committee deliberates and determines major operational matters to ensure 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.

With respect to board members (Board of Directors and Executive Officers), the Company believes that their skills, knowledge and experience, as well as multiple views from diverse board members, in terms of gender and international experience, contribute to the Group’s global business operations and appropriate oversight/auditing. Based on this perception, the Company selects candidates for board members as follows:

In the Group, “materiality” is defined as key issues to be addressed for realizing Furukawa Electric Group Vision 2030. The Group identified the following materiality from the perspective of revenue opportunities and risks. In order to resolve these materialities, we have selected eight key areas (skillsets) of experience and knowledge that we expect our directors to possess: Corporate management, Finance/Accounting, Legal affairs/Risk management, Environment/Energy, Technology/IT, Sales/Marketing, International experience/knowledge, and Personnel policy/Organizational development.

Details of skillset were determined upon deliberation at the Nominating/Compensation Committee, and will be updated, as necessary, considering the external environment as well as the Company’s management plan/business characteristics, among others.

In principle, a majority of the Company’s directors shall be independent outside directors, and the Company has established the independence standards for outside directors as follows.

If none of the following attributes are applicable to the relevant Outside Directors (including candidates), we consider that they are Independent Directors without the possibility of creating any conflict of interest with general shareholders.

Our Company has conducted an annual analysis and evaluation on the effectiveness of the Board of Directors since FY2015, aiming at improving the Board’s functions through a continuous process where we verify whether the Board is functioning adequately, and based on the results, we take necessary measures to remedy issues and reinforce its strengths.

Upon conducting a questionnaire survey targeting all Directors and Audit & Supervisory Board Members, the effectiveness of the Board of Directors was discussed based on aggregated results at meetings of outside officers and the Board of Directors. For the purpose of obtaining deeper understanding of the aggregated results, the Chairman of the Board had interviews with all Directors and Audit & Supervisory Board Members on an individual basis (while the lead outside officer interviewed with the Chairman), and shared the results at the above-mentioned Board of Directors meeting.

As a result of the analysis and evaluation, we reconfirmed that our Board of Directors has worked on initiatives to enhance its effectiveness in consideration of the results of the last year’s evaluation; the Board of Directors as a whole has had positive and active discussions and carried out adequate oversight the business execution from the perspective of achieving sustainable growth of the entire Group and increasing corporate value over mid- to long-term; and useful recommendations/inputs based on a wealth of experience and advanced knowledge of outside officers were reflected on business execution. Consequently, we analyzed/evaluated that the Board of Directors maintained its effectiveness this year as well.

For details, please refer to Overview of Evaluation Results on the Effectiveness of the Board of Directors (FY2024).

The remuneration for officers shall be determined in a way that encourages each officer to exert his/her abilities to the maximum level and proactively fulfill his/her duties so that the Group will increase its corporate value and achieve sustainable growth while contributing to the society through its business activities.

The Company’s remuneration for officers 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:

For details, please refer to “4. Corporate Governance, (4) Remuneration for Directors, etc.” in the Annual Securities Report for the 203rd Fiscal Year (April 1, 2024 through March 31, 2025).

The Nominating/Compensation Committee deliberates and determines the details of the succession plan for the management.

We will retain Cross-Shareholdings that we deem meaningful from the perspective of improving capital efficiency and necessity in our business activities, and will reduce those that we have decided not to have the significance of possession. Annually, at Board of Directors, we will verify the appropriateness of ownership of all listed company as Cross-Shareholdings and disclosure of the outline of the verification contents.

In the verification, we have an comprehensive perspective including methods of comparing the quantitative benefits holding of shares with the holding costs calculated from the market value and capital cost of the stocks, creating of business opportunities, and maintaining of cooperative relationships in business.

For details, please refer to “4. Corporate Governance, (5) Shareholdings” in the Annual Securities Report for the 203rd Fiscal Year (April 1, 2024 to March 31, 2025).

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 of subsidiaries/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 and support, 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 other officers to the Group companies.

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.

For details, please refer to “4. Corporate Governance, (1) Overview of Corporate Governance” in the Annual Securities Report for the 203rd Fiscal Year (April 1, 2024 to March 31, 2025)and “System for Ensuring the Appropriateness of Operations”.