Sustainability

Corporate Governance

We continue our efforts to further improve the transparency and supervisory function of management for stronger corporate governance in order to realize our corporate philosophy.

Basic Policies

In strengthening our corporate governance, our basic policies are to protect shareholder rights and ensure their equal treatment, cooperate appropriately with non-shareholder stakeholders, ensure proper information disclosure and transparency, execute the duties of the Board of Directors, and engage in dialogue with shareholders.

Corporate Governance Framework

Fuji Electric’s corporate governance framework consists of the Board of Directors, which performs the functions of management supervision and making important decisions, and Audit & Supervisory Board Members and the Audit & Supervisory Board, which perform the function of management audits, ensuring that the framework guarantees objectivity and neutrality.
The Company actively appoints Outside Directors and Audit & Supervisory Board Members that satisfy the requirements for independence, endeavors to strengthen management supervisory and auditing functions, and has established the Nomination and Remuneration Committee comprising a majority of Outside Directors as an advisory body to the Board of Directors, and the majority of its members and its chairman are Outside Directors.
In addition, in order to clarify the roles of management and execution, we have introduced an executive officer system to clarify the responsibilities for each business. In order to continue strengthening our operating platform as a company with sustainable growth, in fiscal 2022 we appointed a Chairman of the Board and CEO and President and COO. We are endeavoring to build an effective corporate governance framework by establishing the Executive Committee, which discusses and reports on important matters related to management as an advisory body to the Chairman of the Board and CEO and President and COO, as well as other committees tasked with planning and promoting key business strategy issues and key external issues, such as legal compliance.

List of Officers (As of June 24, 2026)

The Directors and Audit & Supervisory Board Members are selected based on a balance of qualifications, experience, and diversity of the Board of Directors as a whole. The term of office of directors is set to one year in order to clarify management responsibilities for the fiscal year and to create a management structure that can respond quickly to changes in the business environment (average tenure of directors: 4.4 years).

Persons with the qualifications, experience, and other attributes required to execute the Company’s management policies are appointed as Standing Directors. Outside Directors are appointed from among persons equipped with the insight and experience required to make multilateral business decisions who also have an understanding of Fuji Electric’s management, including managers at listed corporations and experts in academic fields deeply related to our business.
In addition, regarding the insight and experience required for the Board of Directors of Fuji Electric, in light of the Management Policies of Fuji Electric, including “contribute to the creation of a sustainable society through our energy and environment businesses,” and our business characteristics, we have defined the seven fields of “business management,” “finance and accounting,” “global business,” “environment and society,” “R&D, technology, manufacturing, and DX,” “corporate governance, legal matters, and risks” and “marketing and industry.”

Directors			Areas Expected to Director by the Company
			Business Management	Finance and Accounting	Global Business	Environment and Society	R&D, Technology, Manufacturing, and DX	Corporate Governance, Legal Matters, and Risks	Marketing and Industry
	Michihiro Kitazawa	Representative Director Chairman of the Board and CEO (Chief Executive Officer) Nomination and Remuneration Committee Member	●	●	●	●	●	●	●
	Shiro Kondo	Representative Director President and COO (Chief Operating Officer) President Executive Officer Nomination and Remuneration Committee Member	●	●	●	●	●	●	●
	Toshihito Tamba	Outside Director Nomination and Remuneration Committee Chairman	●	●	●			●
	Yukari Tominaga	Outside Director Nomination and Remuneration Committee Member Outside Director, MORINAGA MILK INDUSTRY CO., LTD.	●				●	●
	Yukihiro Tachifuji	Outside Director Nomination and Remuneration Committee Member Outside Director, artience Co., Ltd.	●		●	●	●	●
	Tomonari Yashiro	Outside Director Nomination and Remuneration Committee Member President, Tokyo City University			●	●		●
	Toru Hosen	Director Senior Managing Executive Officer Corporate General Manager, Semiconductors Business Group				●	●		●
	Hiroshi Tetsutani	Director Managing Executive Officer Corporate General Manager, Industry Business Group				●	●		●
	Masashi Kawano	Director Senior Managing Executive Officer Corporate General Manager, Energy Business Group				●	●		●
	Yoshitada Miyoshi	Director Senior Managing Executive Officer Corporate General Manager, Corporate Management Planning Headquarters General Manager, Export Administration Office In charge of compliance management		●		●		●

Standing Audit & Supervisory Board Members are appointed by persons who are familiar with the Company’s operations in general and possess expert knowledge and experience. Outside Audit & Supervisory Board Members are appointed by persons equipped with the expert knowledge and experience required to undertake audits, including corporate managers, persons with experience as an auditor of a listed company, legal experts, and accounting experts.

	Junichi Matsumoto	Standing Audit & Supervisory Board Member Chairman of the Audit & Supervisory Board
	Jun Ohashi	Standing Audit & Supervisory Board Member
	Hirohiko Takaoka	Outside Audit & Supervisory Board Member
	Yuko Katsuta	Outside Audit & Supervisory Board Member Partner, NATORI Partners Outside Director, Ferrotec Corp.
	Noriyuki Uematsu	Outside Audit & Supervisory Board Member Managing Director, Uematsu Certified Public Accountants Office Representative Director, SU Consultant Co., Ltd. Outside Audit & Supervisory Board Member, Cybozu, Inc. Outside Audit & Supervisory Board Member, GEOLIVE Group Corporation

Independence Criteria for Outside Directors and Audit & Supervisory Board Members

Fuji Electric judges applicable candidates to be fully independent from the Company when they do not meet any of the requirements stipulated under the independence criteria established by the Company, in addition to the criteria for independence stipulated by domestic financial exchanges, including the Tokyo Stock Exchange.

Activities of Outside Directors and Audit & Supervisory Board Members in Fiscal 2025

To strengthen our management supervisory and auditing functions, and to ensure the validity and appropriateness of our important decisions, the Directors and Audit & Supervisory Board Members play the proper roles as stated below.

Initiatives to Improve the Board of Directors’ Effectiveness

Training for Directors and Audit & Supervisory Board Members

Before taking office, Standing Directors and Audit & Supervisory Board Members undergo compliance training, which also encompasses legal and taxation matters. They are also provided opportunities after taking office to acquire necessary knowledge on an ongoing basis.
Before taking office, Outside Directors and Audit & Supervisory Board Members are briefed on the state of the Company and the roles they are expected to perform. After taking office, they have the chance to deepen their understanding of the Company through presentations on the strategies for business, R&D, and other operations, inspections of business bases, and other ways.

Outside Directors and Audit & Supervisory Board Members touring the ED&C components business (Fukiage Factory)

Evaluation of Effectiveness of the Board of Directors

We conduct the evaluation of the effectiveness of the Board of Directors with the use of a third-party survey once a year in order to verify whether the Board of Directors is properly fulfilling its expected roles and functions and to facilitate further improvements thereof. Furthermore, in order to deeply examine the survey results, individual interviews of the Directors and Audit & Supervisory Board Members are regularly implemented by the internal Board of Directors secretariat. Through all of these processes, we earned mostly positive assessments, thereby assuring the overall effectiveness of the Board of Directors.
The results of the surveys and interviews are discussed and reported in the Board of Directors, and issues that require improvement are shared with everyone.

■ Main question categories

Remuneration for Directors and Audit & Supervisory Board Members

Process of determining remuneration

The Nomination and Remuneration Committee discusses the validity of the policies, criteria, and levels of remuneration in light of changes in the operating environment, objective external data, and other matters and then reports to the Directors, and then the Board of Directors resolves on the policy for the final decisions respecting the details of the committee’s report.
The decision on specific remuneration amounts for individual Directors is left to the discretion of Michihiro Kitazawa, Representative Director, Chairman of the Board and CEO, but within the limit resolved at the General Meeting of Shareholders and with reference to the details of the committee’s report.

Policy regarding decisions on remuneration

We have established a remuneration system and remuneration levels that are deemed appropriate for their respective duties and in accordance with shareholder mandates, giving due consideration to the aims of securing and maintaining competent personnel and providing incentives for the improvement of business performance.
We routinely verify that the system and levels are appropriate or whether they need reviewing in light of changes in the operating environment or objective external data.

Audit & Supervisory Board Members and Internal Audits

Overall picture of strengthening collaboration between audit functions

We ensure the effectiveness of audits by strengthening cooperation between the statutory auditing function (Audit & Supervisory Board Members and Accounting Auditors) and the internal auditing function (the Internal Audit Office).
In addition, to strengthen audits across the entire Group, we collaborate with Audit & Supervisory Board Members and the Internal Audit Office of subsidiaries that are considered large companies under the Companies Act of Japan.

Audits by the Audit & Supervisory Board Members

Audit & Supervisory Board Members conduct audits with a focus on strengthening the compliance of overseas subsidiaries and ensuring strict compliance with quality control and safety control rules.
The Audit & Supervisory Board reviews audit policies and plans, the appropriateness of Accounting Auditors’ auditing methods and results, and the assessments of Accounting Auditors. In addition, important matters are reported from the Standing Audit & Supervisory Board Member to the Outside Audit & Supervisory Board Members, and active communication takes place.
(For main audit implementation items, please refer to P60 “Supervisory and Auditing Bodies” – “Audit & Supervisory Board.”)

Meeting with the President and COO

Internal audits

As a general rule, every second year the internal auditing divisions as bodies directly under the President and COO perform the following audits on Fuji Electric’s business divisions and subsidiaries so as to comprehensively cover the entire organization in accordance with the Internal Auditing Rules.
Regarding issues pointed out, we confirm the state of progress every quarter and implement follow-up audits as required.
In fiscal 2025, we conducted on-site audits at 46 bases, or about 50% of the audit bases.

Policy on Cross-Shareholding

Fuji Electric holds listed shares as a matter of policy in order to maintain and strengthen relations with its investee companies. Our basic policy is to reduce cross-shareholdings. Even in cases where we recognize a certain rationality in holding these cross-shareholdings, we will reduce them while paying attention to the impact on management and business.
Based on the above policy, we have reduced the number of different listed stocks we held from 102 as of the end of fiscal 2018 to 6 as of the end of fiscal 2024. As of the end of fiscal 2025, the number increased by 2 from the previous fiscal year to 8. This was due to the reclassification of shares as listed stocks following the new listing of unlisted stocks we held and the sale of some shares in affiliate companies that we held. In fiscal 2025, we also reduced the number of shares we held in some of these stocks.
The Board of Directors periodically evaluates the rationality of shareholding in light of whether it is necessary to maintain and strengthen relations with the investee companies and of the comparison of capital cost and return. The details of the review are disclosed.