Management Structure

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.

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.

Please see the information below for the Corporate Governance Report.

The Board of Directors, as the decision-making body for management, decides on important matters such as Advantest's overall management policies and strategies, while supervising the execution of operations by the executive body. The Company has strengthened the monitoring and supervisory functions of the Board of Directors by having a majority of Outside Directors and by separating the roles of Group CEO and Chairperson of the Board from April 2024, with a non-Executive Director serving as the Chairperson of the Board. In July 2025, the BoD Administrative Office was established under the CEO Office as the department responsible for the Board of Directors' secretariat. To ensure that the Board of Directors serves as a forum for effective and substantive discussions, the BoD Administrative Office provides various forms of support, including information provision to independent outside directors, and by enhancing the environment to facilitate meaningful deliberations.

In FY2025, Regular Board of Directors' meetings were held for approximately 3 to 5 hours per session to deliberate. To ensure that the discussions of the Board of Directors are reflected in the operations of the executive side, issues and advice raised by outside directors are clarified, and the status of the executive side's response to these issues is reported at the next meeting of the Board of Directors. In addition, the board holds offsite meetings once a year to discuss matters that cannot be discussed within the regular meetings. At the Board of Directors' meetings and offsite meetings, directors with wide knowledge and experience express their opinions from each point of view on various agendas, and active discussions take place.

In FY2025, the main discussion and reporting items of the Board of Directors meetings and offsite meetings were as follows.

Attendance at meetings of the Board of Directors and important committee meetings in fiscal year 2025 is as follows.

As of July 31, 2026, the Board of Directors of Advantest (including Directors who are Audit and Supervisory Committee members) is composed of 2 executive Directors (Inside Directors), 2 non-executive Directors (Inside Directors) and 5 non-executive Directors (Outside Directors). 2 of the Directors have non-Japanese nationalities and 2 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.

To evaluate the effectiveness of its roles and responsibilities, the Board of Directors conducts an annual survey of all Directors to collect and analyze their opinions on the composition, deliberations and operations, response from the executive side, and the support system for the Board of Directors.

In the evaluation of the effectiveness of the Board of Directors for FY2023, it was found that the number and composition of the Board of Directors were appropriate, and sufficient discussions were held regarding the succession plan for the Group CEO. However, there were areas identified for improvement, such as the consideration of rapid response measures to changes in the external environment, time management of the Board of Directors, and onboarding support for new Outside Directors. Based on these evaluation results, the following actions were taken in FY2024.

In the evaluation of the effectiveness of the Board of Directors for FY2024, it was found that the separation of the roles of Group CEO and Chairperson of the Board of Directors, accompanying the transition to a new management system, increased the neutrality of the Chairperson of the Board of Directors, leading to more appropriate operation of the Board of Directors. Additionally, it was confirmed that the Board of Directors is holding discussions contributing to the medium- to long-term enhancement of Advantest’s corporate value.

On the other hand, the following point was identified as an area for improvement to make the Board of Directors more effective.

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 9 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 9 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

As of July 31, 2026, the skills of the Directors and Senior Executive Officers will be as shown in the table below.

It is stated in the "Director Training Policy" as follows;

Outside Directors and Audit and Supervisory Committee Members were provided with opportunities to receive briefings from Senior Executive Officers regarding the status and challenges of their respective areas of responsibility and to engage in discussions with them. These opportunities enhanced their understanding of the Company's business conditions and key challenges and promoted mutual understanding with the Senior Executive Officers.

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.

During FY2025, the Audit and Supervisory Committee held 14 meetings, and the attendance rate of each member was 100%. The Audit and Supervisory Committee audited the execution of duties by directors, executive officers, and other business execution organizations in accordance with the audit policy, audit plan, priority audit items, and the assignment of duties established by the Audit and Supervisory Committee. During FY2025, The Audit and Supervisory Committee conducted on-site inspections and in-person interviews at major domestic and overseas consolidated subsidiaries and offices to the extent possible, and when it was difficult to do so, the Audit and Supervisory Committee conducted inspections and interviews via Web conference. Information obtained through on-site inspections by the standing member of the Audit and Supervisory Committee, attendance at important meetings such as the Executive Management Committee and Business Plan Meetings, and hearing business reports from executive divisions is shared with the entire Audit and Supervisory Committee. As a result of these audit activities, the Audit and Supervisory Committee provided feedback and recommendations to the Executive Management Committee, in addition to the directors and leaders of each unit involved when necessary.

Advantest's Audit and Supervisory Committee is composed of 1 inside director serving as a full-time Audit and Supervisory Committee member and 2 outside directors who are Audit and Supervisory Committee members, and is chaired by an outside director.

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 FY2025 are Mr. Keiichi Wakimoto, 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 7 consecutive fiscal years. Lead certified public accountants are not involved in accounting audits of the same company for more than 5 consecutive fiscal years. If a certified public accountant is involved in accounting audits of the same company for 7 consecutive fiscal years, he or she will be involved in accounting audits of that company only after an interval of 5 fiscal years. Lead certified public accountants who are involved in accounting audits of the same company for 5 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.

Advantest has established an internal auditing team that comprises the Auditing Unit 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.

In 2005, Advantest established a Nomination and Compensation Committee as a discretionary institution. The Nomination and Compensation Committee consists of 3 Directors (including 2 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 FY2025. All the members were present at every Nomination and Compensation Committee meeting.

The main discussion agenda of the Nomination and Compensation Committee is as follows.

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.

The Company 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. Of the operations for which authority has been delegated, important matters above a certain level are, in principle, deliberated at the Executive Management Committee. The Executive Management Committee meets approximately twice a month. The Executive Management Committee is composed of Senior Executive Officers, and Mr. Douglas Lefever is the chairperson.

We have Introduced a CxO system to clarify management accountability in order to reinforce a global HQ management system further. As of August 2026, 8 CxOs are responsible for 9 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.