Our Basic Policy of Corporate Governance
Advantest's Purpose & Mission is "Enabling Leading-Edge Technologies." Advantest constantly strives to improve so that we can offer products and services that will satisfy customers around the world, and contribute to the future of society through the development of the most advanced technologies.
In accordance with the corporate mission described in the preceding paragraph, by being open, honest and respectful at all times with all stakeholders, Advantest aims to achieve a sustainable level of business development and enhance corporate value over the mid-to-long term. Advantest always strives to find the best solution to issues, by seeking out root causes and defining their "essence". To that end, Advantest will establish a fair, efficient and transparent governance system.
Corporate Governance System
The global business environment is changing more rapidly than ever before, due to factors such as technological advancement and impact of geopolitical risks. To continuously increase our corporate value and competitiveness in today's world, we emphasize swift decision-making and execution. We also place an emphasis on sound, highly transparent business operations in compliance with relevant laws and regulations. In order to meet these challenges, we draw clear lines of authority within our organization and set responsibilities in accordance with each management function, assigning each role to the best person for the job.
We have become a company with an Audit and Supervisory Committee since June 2015. Advantest further strengthened its corporate governance and Board of Directors' audit function as a company with an Audit and Supervisory Committee, where the committee members use their voting rights in Board of Directors Meetings with the aim of further increasing our corporate value. Furthermore, we have established a structure that can quickly respond to the rapidly changing business environment, and in order to strengthen our corporate governance, we introduced an Executive Officer system in 2003.
List of Governance Systems (As of June 28, 2024) | |
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Structure | Company with an Audit and Supervisory Committee |
Number of Directors | 9 |
Number of Outside Directors | 5(55.5%) |
Number of Non-Japanese Directors | 2(22.2%) |
Number of Female Directors | 2(22.2%) |
Term of Office for Directors who are Not Audit and Supervisory Committee members | 1 year |
Term of Office for Directors who are Audit and Supervisory Committee members | 2 years |
Number of Directors who are Audit and Supervisory Committee members | 3 |
Number of Outside Directors | 2 |
Chairperson of Audit and Supervisory Committee | Outside Director |
Nomination and Compensation Committee | In place |
Nomination and Compensation Committee Members |
3 Directors (Two of which are outside Directors) |
Nomination and Compensation Committee Chair | Outside Director |
Performance-linked Remuneration System | In place |
Executive Officer System | In place |
Executive Officers | 26 |
Non-Japanese Executive Officers | 14 |
Please see the information below for the Corporate Governance Report.
Board of Directors
The Board of Directors of Advantest, as the management decision making body, shall make decisions on significant matters with respect to the management policies and management strategies for Advantest Group, and in its capacity to supervise management, the Board of Directors shall monitor and supervise the status of exercise of duties by Executive Officers. Advantest strengthens the oversight and supervisory functions of the Board of Directors by having a majority of outside directors.
Regular Board of Directors meetings are held once a month and last about 3 to 5 hours, giving directors time to discuss important matters. In addition, Advantest holds offsite meetings where board members discuss mid-to-long term issues that cannot be discussed within the time limits of Board of Director meetings. The Board of Directors met 13 times at the office and once off-site in FY2023, and all members attended all meetings. At the Board of Directors meetings, directors with a wealth of knowledge and experience expressed their opinions from each point of view on various agendas, and active discussions took place.
In FY2023, the main discussion and reporting items of the Board of Directors meetings and offsite meetings were as follows.
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With Advantest’s next mid-term management plan starting in FY2024, Aedvantest has appointed Mr. Douglas Lefever as Group CEO and Mr. Koichi Tsukui as the Group COO and President of Advantest, effective April 1, 2024, to deliver even greater progress for the Advantest Group in the rapidly changing, fast-growing semiconductor industry.
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The Board of Directors was informed of the efforts undertaken during the current fiscal year, the final year of the 2nd Mid-Term Management Plan (MTP2), and of the status of progress on management indicators and strategic measures during the entire period of MTP2.
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Discussions were held on the revision of our mid/long-term management policy “Grand Design” and the formulation of the 3rd Mid-Term Management Plan (MTP3). The Board of Directors held in-depth discussions on what Advantest wants to be, which is one of the core themes of the plan.
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With the purpose of creating a more investment-friendly environment and expanding the investor base by reducing Advantest’s stock price per investment unit, Advantest enacted a 4-for-1 share split of its common share with an effective date of October 1, 2023.
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A review of PMI for M&As conducted as growth investments was reported, and lessons learned for future M&As were discussed.
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An IR report on the status of communication with investors and shareholder ownership was presented to the Board of Directors.
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Reports were made to the Board of Directors on the progress of the ESG Action Plan 2021-2023. The next Sustainability Action Plan and responses to various laws and regulations were discussed.
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Monthly reports were made to the Board of Directors on the status of sales, profits, cash flow, etc. In response to the increase in the inventory balance, the Board of Directors discussed issues with overall operations.
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Compliance reports were made four times a year, and internal audit reports were made twice a year, informing the Board of Directors about compliance incidents including reports made through a helpline, and about the internal audit system and items pointed out by internal audits.
Attendance at meetings of the Board of Directors and important committee meetings in fiscal year 2023 is as follows.
As of June 28, 2024, the Board of Directors of Advantest (including Directors who are Audit and Supervisory Committee members) is composed of two executive directors (inside directors), two non-executive directors (inside directors) and five non-executive directors (outside directors). Two of the directors have non-Japanese nationalities and two are female directors. In order to maintain seamless communication despite the diversification of Directors, Advantest has arranged for simultaneous interpretation at the Board of Directors meetings so that Board members can speak freely in both Japanese and English. Materials and minutes are also translated into English.
Evaluation of the Board of Directors' Effectiveness
At a Board of Directors’ meeting, all directors answered a questionnaire to evaluate the effectiveness of their roles and obligations. Advantest analyzed our organization, operation and discussion status by collecting opinions.
(Action in FY2023)
The evaluation of the effectiveness of the Board of Directors in FY2022 confirmed that each director was able to discuss issues from different perspectives, and also indicated the importance of further improving sensitivity to changes in the external environment and clarifying the issues in the materials reported at Board of Directors meetings. In response to these evaluation results, the following actions were taken in FY2023.
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In offsite meetings, the changes in Advantest's external environment and geopolitical risks were discussed.
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We are trying to allow more time for discussion by the Board of Directors by requiring presenters to use an executive summary and provide a concise statement.
(Results in FY2023)
The composition of the Board of Directors was changed at the General Meeting of Shareholders in June 2023, and outside directors now comprise a majority of the Board. Advantest now has two female directors and continues to have two non-Japanese directors, which confirms that the number of directors and the ratio of outside directors is appropriate. In addition, Mr. Douglas Lefever took over from Mr. Yoshiaki Yoshida as Group CEO effective April 1, 2024. Over the past several years, the Nomination and Compensation Committee has been the main body considering the change in top management and has regularly reported its progress to the Board of Directors. The Board of Directors was satisfied that the succession plan had been adequately discussed, in part because of feedback received from Board members.
On the other hand, the following points were raised as areas for improvement to make the Board of Directors more effective.
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It is desirable for the Board of Directors to consider measures to respond more promptly to changes in the external environment.
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Time management at Board of Directors meetings is an issue. It is preferable to organize issues in advance and narrow down the issues before discussing them at Board of Directors meetings. A mechanism to incorporate the opinions of outside directors at an early stage could be considered.
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Onboarding support was provided to the two newly appointed outside directors in the form of briefings on the Advantest Group's management policies and business activities, as well as tours of Advantest's business sites. However, there is room for further improvement.
Skill Matrix
In nomination and selection of Directors and Senior Executive Officers, Advantest recognizes that noteworthy issues around the corporate management and communication with stakeholders have to be taken into consideration, in addition to our Purpose & Mission, management strategies, and business strategies. Our business is indispensable for the manufacturing of semiconductors, which support the development of our society, and also assumes the important function of supporting the stable operation of the facilities and systems in our society and industries, creating great opportunities for growth even in the surrounding areas. Advantest has selected the following nine areas of management activities which are considered important for Advantest to grow the business in the medium to long term and realize the improvement of our corporate value: "Management & Corporate Strategy," "Semiconductor," "Technology," "Sales & Marketing," "Finance & Accounting," "Legal & Compliance," "Human Capital Management," "Global Business," and "Digital Transformation". The Board of Directors and the Nomination and Compensation Committee have discussed the essential "insight and experiences" required for the execution of duties and the fulfilment of the responsibly of supervision in the nine areas, and established the required skill sets for Senior Executive Officers and Directors. The skills of the Directors will be as shown in the table below. Following the environmental changes, the skills required by Advantest will be constantly updated.
Details of Skill
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*1The head of a large company or a company with complicated businesses or operations
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*2The executive of a specialized service company in the relevant field
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*3Supply Chain Management
The skills of the Directors and Senior Executive Officers will be as shown in the table below.
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*Scroll down the table to see the entire list.
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*Skills of the Senior Executive Officers (excluding those concurrently serving as Directors) as of June 28, 2024 are as follows.
Reasons of Appointment of Outside Directors
Director Training
It is stated in the "Director Training Policy" as follows;
Director Training Policy |
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In FY2023, briefings were held for the newly appointed outside directors on the Advantest Group's management policies and business activities. They also toured Advantest's business sites. In addition, all directors visited production sites in South Korea.
All Executive Directors have taken an external training program on governance. Because governance skills are important, we are expanding the scope of the training to Executive Officers who are not directors.
Audit and Supervisory Committee
Pursuant to the audit policies, audit plans, priority audit items, allocation of duties, etc., and in coordination with the internal audit division and other relevant departments with jurisdiction over internal control, members of the Audit and Supervisory Committee attended important meetings such as Executive Management Committee, Business Plan Meeting, Internal Control Committee, received reports from Directors, Executive Officers and employees on the performance of their duties, requested further explanations as deemed necessary, reviewed important approval-granting documents, and inspected the state of business operations and assets at the head office and other important branch offices. With respect to subsidiaries, members of the Audit and Supervisory Committee communicated with and exchanged information via interviews with directors of the subsidiaries and opinion exchange meetings with corporate auditors of the subsidiaries and received business reports from subsidiaries as deemed necessary, and conducted audits of Advantest's main consolidated subsidiaries overseas (by interviewing via face to face or web conferences), and confirmed their state of business operations and assets. As a result of these investigations and audit activities, members of the Audit and Supervisory Committee shared our views with the directors and department heads on what we recognized as issues needing feedback.
Advantest's Audit and Supervisory Committee is composed of 1 inside director and 2 outside directors whom are Audit and Supervisory Committee members (of which one is a full-time Audit and Supervisory Committee member)* and is chaired by an outside director. Directors who are Audit and Supervisory Committee members are appointed by the General Meeting of Shareholders separately from other Directors who are not Audit and Supervisory Committee members. The Audit and Supervisory Committee, the Auditing Group and other internal control departments, the Accounting Auditors, and the corporate auditors of each Advantest Group company collaborate with one another so as to carry out regular discussions and timely meetings.
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*The number of people given is correct as of June 28, 2024.
Accounting Auditors
Accounting Auditors perform accounting audits of the consolidated financial statements, accounting documents, etc., and produce an audit report. Regarding accounting audits, Advantest has audited with Ernst & Young ShinNihon LLC and received predetermined audits. EY Shin Nihon LLC Audit Corporation (formerly Daiichi Audit Office) has been conducting listing audits of Advantest since 1983, when Advantest was listed on the Second Section of the Tokyo Stock Exchange. The certified accountants who executed the accounting audit work of Advantest in FY2023 are Mr. Toshiyuki Matsumoto, Mr. Minoru Ota and Mr. Hiroyuki Nakada. The rotation of the certified public accountants is conducted appropriately at Ernst & Young ShinNihon LLC and no certified public accountants are involved in accounting audits of same company for more than seven consecutive fiscal years. Lead certified public accountants are not involved in accounting audits of the same company for more than five consecutive fiscal years. If a certified public accountant is involved in accounting audits of the same company for seven consecutive fiscal years, he or she will be involved in accounting audits of that company only after an interval of five fiscal years. Lead certified public accountants who are involved in accounting audits of the same company for five consecutive fiscal years will not be involved in accounting audits of that company again. In addition, assistants performing Advantest's accounting audit work include those with expert knowledge such as system experts, with CPAs as the main constituents.
Internal Audits
Advantest has established an internal auditing team that comprises the Auditing Group in headquarter and overseas subsidiaries. To verify whether Advantest's day-to-day operations are carried out appropriately and efficiently in accordance with the requirements of relevant domestic and overseas laws ordinances, and internal rules, the internal auditing team implements operational auditing, compliance auditing and internal controls auditing. Besides evaluating the efficiency of the internal controls system, the internal auditing team also provides support to assist in making improvements at individual business locations, when necessary. The internal auditing team hold appropriate qualifications (such as Certified Public Accountant, Certified Internal Auditor, or Qualified Internal Auditor), and all team members are committed to enhancing auditing quality.
Nomination and Compensation Committee
In 2005, Advantest established a Nomination and Compensation Committee as a discretionary institution. The Nomination and Compensation Committee consists of three Directors (including two outside Directors selected by the Board of Directors' resolution)*, with an outside Director serving as the chairperson of the committee. The Nomination and Compensation Committee, in consultation with the Board of Directors, discusses matters related to the nomination and compensation of Directors and Executive Officers, and makes proposals to the Board of Directors. The Committee met 14 times during FY2023. All the members were present at every Nomination and Compensation Committee meeting.
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*The number of people given is correct as of June 28, 2024.
The main discussion agenda of the Nomination and Compensation Committee is as follows.
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Succession Plan for CEO
The Board of Directors receives reports from the Nomination and Compensation Committee on requirements for the Group CEO position and succession planning for this position, and proactively discusses them. As a result of these deliberations, Advantest announced that Mr. Douglas Lefever will take over from Mr. Yoshiaki Yoshida as Group CEO, effective April 1, 2024. The process leading to this decision was as follows.
We began full-scale consideration of succession planning around 2020, four years after Mr. Yoshiaki Yoshida was appointed CEO in January 2017. Led by the Nomination and Compensation Committee, evaluations of the CEO and senior executive officers as well as the business and human resources issues bearing on our next change of top management were shared with the outside directors and CEO, and reported to the Board of Directors. From 2022, outside experts were appointed to analyze these issues from an objective perspective, and the requirements for the next CEO and management team were discussed and reaffirmed by the Nomination and Compensation Committee and Board of Directors. Both internal and external candidates were considered and assessed by external experts. As a result, the Nomination and Compensation Committee reported to the Board of Directors in the fall of 2022 that it had reached the conclusion that a top management structure led by Mr. Douglas Lefever and Mr. Koichi Tsukui would be most appropriate for the next generation. In line with this conclusion, Mr. Douglas Lefever and Mr. Koichi Tsukui were both appointed to the position of Representative Director and Corporate Vice President in January 2023, allowing for a preparation period prior to the transition. During this period, we reconfirmed the suitability of both individuals and their effectiveness in combination, and announced its transition to the new structure, to take place in April 2024 in conjunction with the launch of MTP3. Under the new structure, Mr. Douglas Lefever has become the Chief Executive Officer of the entire Advantest Group as Representative Director, Senior Executive Officer, and Group CEO. Mr. Koichi Tsukui has taken responsibility for Advantest's Japanese business operations and now assists the Group CEO as Representative Director, Senior Executive Officer and President, Group COO. Mr. Yoshiaki Yoshida now serves as Director and Chairperson of the Board. The same process will be followed for future succession planning. -
Candidates for Directors and Executive Officers and the Management Structure
Under Advantest’s structure of directors and Executive Officers since June 2023, the Nomination and Compensation Committee has considered appropriate candidates and proposed them to the Board of Directors. Changes in the management structure to strengthen CxOs were discussed and proposed to the Board of Directors.
Regarding the organizational structure for directors and managing executive officers following June 2024, the Nomination and Compensation Committee has considered appropriate candidates and an optimal management structure, as well as the best management structure following the change of Group CEO, and proposed its conclusions to the Board of Directors. -
Experience, knowledge, and abilities required of Directors and Senior Executive Officers (skill matrix)
Recognizing that the Skill Matrix is a tool to consider the most appropriate executive team and board structure, the Committee has set the elements of experience, knowledge, and abilities required of Directors and Senior Executive Officers based on discussions with non-executive directors. -
Operation of Fixed Compensation, Performance-based Bonuses and Stock Compensation
Evaluating the performance of each director/officer against pre-defined roles and expected results, individual evaluations of executive bonuses for FY2022 were discussed and finalized. The Committee discussed and proposed to the Board of Directors the fixed compensation, performance indicators for performance-linked bonuses and stock compensation for FY2023. In light of the changes in the management structure and our new mid-term management plan, etc., the Nomination and Compensation Committee discussed a partial revision of the executive compensation system and proposed it to the Board of Directors.
We have established a policy and procedures to assure the objectivity and transparency of the nomination and compensation of Directors, which are publicly available on the website.
Executive Management Committee
Advantest delegates the necessary authorities to ensure the prompt and efficient performance of duties and the Executive Management Committee is positioned as a decision-making body for Advantest's important business execution matters. Among Executive Officers, those who are deemed capable of leading the group management are nominated as Senior Executive Officers who serve as members of the Executive Management Committee. More than half of the members are executive officers of non-Japanese nationality, and Mr. Douglas Lefever is the chairperson. Meetings of the committee are held about twice a month, mainly online.
CxO System
We have Introduced a CxO system to clarify management accountability in order to reinforce a global HQ management system further. As of July 2024, five CxOs are responsible for nine CxO functions, with the Group CEO and Group COO sharing responsibility for each CxO. We have designated the CxOs as individuals who are suitable to assume these functions from a global perspective, and strive to build a system that enables management as a unified group.