Based on “Furukawa Electric Group Purpose”, “Vision” and “Core Values”, we enhance our management performance by responding appropriately to changes in the business and market environment by prompt business decision 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 and enhance our corporate governance, in accordance with the followings:

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

The Company has adopted the current corporate governance system, a company with an Audit & Supervisory Committee, in order to further enhance corporate governance by accelerating decision-making through broad delegation of authority for decisions on business execution from the Board of Directors to management, and by strengthening and upgrading the supervisory function of the Board of Directors through more substantive discussions at the Board of Directors on agenda items centered on management policies and management strategies. 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.

Given its fiduciary responsibility and accountability to shareholders, for promoting sustainable corporate growth and the increase of corporate value over the mid-to-long-term and enhancing earnings capability and capital efficiency, the Board of Directors performs roles and responsibilities listed below:

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

As of June 26, 2026, the Board of Directors of the Company consists of 10 Directors, of whom four are Outside Directors (excluding those who are Audit & Supervisory Committee Members) and two are Outside Directors who serve as Audit & Supervisory Committee Members. All six Outside Directors are registered with the Tokyo Stock Exchange as independent officers. The Board of Directors is chaired by an Outside Director.

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 and accounting, industrial policies, etc. The Board of Directors, in making decisions, respects their opinions and comments from diverse viewpoints based on their experience.

The Company has established Nominating/Compensation Committee to ensure the objectivity and transparency of deliberations and decision-making procedures concerning the nomination of Directors, etc. and their remuneration, etc. The Committee shall consist of at least five members (the majority being Outside Directors) appointed from Directors by resolution of the Board of 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).

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 a 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, to assist activities of Audit & Supervisory Committee and Audit & Supervisory Committee operation, we establish Audit and Supervisory Committee Office. Assistant staff that is independent of the Management is appointed to Audit and Supervisory Committee Office to enhance audit functions.

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 12 business divisions and a supervisory division that oversees departments and other units in the preparatory stage toward commercialization. The Group has established five areas as organizations that oversee, direct, and supervise one or more business divisions. As for the Company’s business execution, under the control of the President and CEO, who is the chief executive, operations are directed by the General Managers of the Optical Solutions Domain, Digital Infrastructure Components Domain, Energy Infrastructure Domain, Automotive Systems Domain, and Metal Solutions Domain, as well as the General Manager of the New Business Development Division. In addition, the Company has headquarters organizations responsible for matters related to the management of the Company and Furukawa Electric Group as a whole, including the formulation and implementation of Group-wide management strategies and management plans; the establishment and maintenance of corporate governance, compliance, risk management, and other management systems; and the supervision and support of Group-wide business operations and related activities. These functions are led by the respective CXOs (excluding the CEO; the same applies hereinafter in this item). The CXOs are responsible for resolving management priorities set forth in the company-wide strategy from the perspective of overall optimization of the Company and Furukawa Electric Group as a whole, and each oversees the relevant corporate functions. The General Managers of the domains, the General Managers of the division, and the CXOs, constitute the Management Committee as persons responsible for business execution. The Management Committee is the highest decision-making body for business execution and is chaired by the President. The Management Committee deliberates and determines important matters related to business execution to ensure effective communication among executive officers and coordinated business execution. Furthermore, the status of business execution is reported to the Board of Directors every three months.

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 FY2025, with respect to important areas of experience/knowledge (“skill category/ies”) which the Company expects Directors to have, we selected anew the categories from the following two perspectives: (1) skills required for Directors of a listed company (Common); and (2) skills required due to the nature of Company’s businesses (Company-specific) [Classification 1].
Then, considering the purpose of the transition to a Company with Audit & Supervisory Committee which the Company underwent last year (delegation of authority from the Board of Directors to the management, and strengthening/sophistication of the Board of Directors’ oversight function), we validated these skill categories from the following two perspectives: (a) capability to have substantial discussions/make a substantial proposals at the Board of Directors, as the authority was delegated to the management (Policy); and (b) capability to demonstrate sophisticated oversight function of the Board of Directors over business execution (Oversight) [Classification 2].
Accordingly, we revised the skill categories and set them as the following seven: “corporate management,” “finance, accounting and auditing,” “legal affairs and risk management,” “sustainability and human resources,” “knowledge of industry/business strategy,” “technologies and DX/IT,” and “internationality and global management.” Details of each skill category were discussed and determined by the Nominating/Compensation Committee. Going forward, we will review them as necessary, taking into account the external environment as well as the Company’s management plan and business nature, 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), the Company considers 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.
In the current fiscal year, reflecting the transition to a Company with an Audit & Supervisory Committee, for the purpose of further deepening and increasing the effectiveness of corporate governance, we significantly changed the contents of the survey with advice of an external expert organization. The renewed survey was designed to collect more essential and multidimensional opinions and recommendations by digging deeper into the identification of issues from the medium-term perspective as well as direction toward improvement.

We conducted the survey targeting all Directors of the Company. Based on aggregated results, after multiple opportunities to exchange opinions at pre-Board meeting briefing and opinion exchange sessions, Directors discussed the effectiveness of the Board of Directors at a Board meeting.
For the purpose of obtaining deeper understanding of the aggregated results, the Chairman of the Board had interviews with all Directors 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.

We reconfirmed that our Board of Directors has worked on initiatives to enhance its effectiveness in consideration of the results of the previous year’s evaluation; the Board of Directors played fundamental roles such as supporting appropriate risk-taking by the management, and discussing nomination and remuneration; and useful recommendations and 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.

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 policy for determining an amount of each remuneration element is as follows:

For details, please refer to “4. Corporate Governance, (4) Remuneration for officers, etc.” in the Annual Securities Report.

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

We will hold the shares if they are deemed to be significant from the viewpoint of improving capital efficiency or from need for the Company's business activities, and will reduce the shares if they are deemed to be unsuitable for holding. Each year, the Board of Directors shall conduct a verification of the validity of holding all listed shares among “Cross-Shareholdings”. The verification shall be conducted from a comprehensive perspective, including the creation of business opportunities, the maintenance and strengthening of business relationships and cooperative relationships in business, as well as the comparison of quantitative benefits derived from the holdings of shares with the holding cost calculated based on the market value of shares and cost of capital.

For details, please refer to “4. Corporate Governance, (5) Shareholdings” in the Annual Securities Report.

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 has developed, established, and operates the internal control system.

For details, please refer to “4. Corporate Governance, (1) Overview of Corporate Governance” in the Annual Securities Report and “System for Ensuring the Appropriateness of Operations”.