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 27, 2025) | |
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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) |
The Chairperson of the Nomination and Compensation Committee | Outside Director |
Performance-linked Remuneration System | In place |
Executive Officer System | In place |
Executive Officers | 28 |
Non-Japanese Executive Officers | 16 |
Please see the information below for the Corporate Governance Report.
Board of Directors
The Board of Directors, as the decision-making body for management, decides on important matters such as the group's overall management policies and strategies, while also monitoring and supervising the execution of operations by the executive body. Advantest 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.
Regular board meetings are held once a month, with each meeting lasting approximately 3 to 5 hours to discuss important matters. To ensure that the discussions of the Board of Directors are reflected in the operations of the executive side, issues and advice pointed out by Outside Directors are documented, and the status of the executive side's response to these matters is reported at the next month's board meeting. Additionally, for medium- to long-term issues that cannot be fully discussed within the board meetings, an off-site meeting is held once a year where board members engage in discussions. In FY2024, the Board of Directors held 13 meetings and one off-site meeting. During the board meetings and off-site meetings, Directors with a wide range of knowledge and experience expressed their opinions from various perspectives, leading to active discussions.
In FY2024, the main discussion and reporting items of the Board of Directors meetings and offsite meetings were as follows.
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To further develop the Advantest group, the mid- to long-term management policy, “Grand Design,” was revised to a management policy based on a longer-term perspective, and the Third Mid-term Management Plan (FY2024-FY2026) formulated in accordance with the revised Grand Design was resolved.
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Based on the Third Mid-term Management Plan, the Nomination and Compensation Committee proposed revisions to the executive compensation system to provide sound incentives that contribute to enhancing the corporate value of the Group and to enhancing global competitiveness. These revisions were discussed at a meeting of the Board of Directors.
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Recognizing that building partnerships with key companies in the semiconductor supply chain is essential to delivering high-performance total test solutions that meet future customer needs, the executive side proposed several strategic partnerships, which were discussed by the Board of Directors.
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Due to the expected increase in cash flow resulting from strong business performance, Advantest has resolved to implement a share repurchase program for the purpose of improving shareholder returns and capital efficiency.
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Monthly reports were presented to the Board of Directors on the current status of sales, profits, cash flow, inventory balances, and other matters.
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The status of communication with investors and the shareholding status of shareholders were reported to the Board of Directors as part of IR reporting.
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In addition to review results of the ESG Action Plan 2021-2023, reports were made on the Sustainability Action Plan 2024-2026 linked to the Third Mid-term Management Plan.
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Reports were made on the results of the employee engagement survey conducted company-wide in FY 2024 and future initiatives to improve engagement.
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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 2024 is as follows.
As of June 27, 2025, 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) as of the filing date of the Report. 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
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.
(Action in FY2024)
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.
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The executive side reported the results of investigations into changes in the external environment that could affect Advantest’s performance.
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To ensure thorough discussions at the Board of Directors meetings, explanatory materials were submitted to the directors in advance for their review, and presenters were asked to provide concise explanations with organized issues and points. Additionally, Directors shared information and exchanged opinions outside of the Board of Directors meetings as needed.
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As an opportunity to provide more detailed business explanations to Outside Directors, online briefings on individual businesses and business strategies were held. Additionally, a visit to manufacturing contractor was conducted in conjunction with offsite meetings.
(Results 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.
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It is desirable to quickly capture changes in the external environment and conduct analysis and consideration of response measures, including downside scenarios.
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 27, 2025 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 FY2024, as an opportunity to provide more detailed business explanations to Outside Directors, we held online briefings on individual businesses and business strategies. Additionally, in conjunction with off-site meetings, Directors, including Outside Directors, visited and inspected our manufacturing contractor.
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 Unit 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 27, 2025.
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 FY2024 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 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.
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 FY2024. 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 27, 2025.
The main discussion agenda of the Nomination and Compensation Committee is as follows.
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Candidates for Directors and Executive Officers and the Management Structure
Under the structure of Directors and Executive Officers after June 2024, the Nomination and Compensation Committee considered appropriate candidates and proposed them to the Board of Directors. The management structure on the strengthening of the CxO was discussed and proposed to the Board of Directors. The Nomination and Compensation Committee also discussed and proposed to the Board of Directors the timing of the change of the Executive Officers structure to April, the start of the fiscal year, and the structure for Executive Officers after April 2025.
Regarding the organizational structure for Directors after June 2025, the Nomination and Compensation Committee considered appropriate candidates and an optimal management structure and proposed its conclusions to the Board of Directors. -
Experience, knowledge, and abilities required of Directors and Senior Executive Officers (skill matrix)
The skill matrix is a tool used to review the executive structure and the Board of Directors' structure when considering the flow from analysis and forecasting of the business environment to our management strategy and business strategy, the executive structure that implements them, and the Board of Directors' structure that supervises and guides management execution. Based on this understanding, we have confirmed the elements of knowledge and experience required of the Directors and Executive Officers appointed. -
Operation of Base Compensation, Performance-based Bonuses and Stock Compensation
Evaluating the performance of each Director/Executive Officer against pre-defined roles and expected results, individual evaluations of executive bonuses for FY2023 were discussed and finalized.
The Committee discussed and proposed to the Board of Directors the base compensation, performance indicators for performance-linked bonuses and stock compensation for FY2024.
In light of the changes in the management structure and the Third 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 2025, six 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.