Governance structure

Basic structure of corporate governance

We have adopted a company structure with an Audit & Supervisory Board. As of December 19, 2025, we have ten directors (four of whom are outside directors) and four Audit & Supervisory Board Members (two of whom are outside Audit & Supervisory Board Members).

The Audit & Supervisory Board plays a critical role in the effective functioning of Hamamatsu Photonics. Composed of two Audit & Supervisory Board Members who are former employees and two outside Audit & Supervisory Board Members , the Audit & Supervisory Board cooperates in its audits with external accounting auditors to ensure effectiveness. The reason for appointing former employees as Audit & Supervisory Board Members is that they have inherited our corporate culture. For the continuing development of the Company, each Audit & Supervisory Board Member conducts audits on an independent, individual basis, informed by a thorough understanding of our corporate culture and operations.

【Schematic diagram of our corporate governance structure】

Schematic diagram of our corporate governance structure

General meeting of shareholders

The general meeting of shareholders is the highest decision-making body of the company under the Companies Act. We also regard the general meeting of shareholders as an important opportunity for constructive dialogue with shareholders.

As a company conducting its business based on the capital entrusted by shareholders, we clearly explain our business results and management policies at the general meeting of shareholders, sincerely accept the opinions and questions we receive, and reflect them in our management so as to enhance our corporate value over the medium to long term.

To ensure that shareholders can exercise their voting rights smoothly and after careful consideration, we are working to send the notice of convocation early and to provide an electronic voting platform. We also strive to disclose information in a timely and easy-to-understand manner so that all shareholders, regardless of whether they are domestic or international, institutional or individual investors, have access to the information they need.

【Latest Shareholders' Meeting】

Date	December 19, 2025
Number of shareholders in attendance	261
Duration	1 hour 54 minutes

The main Q&A of the general meeting of shareholders are available here

Board of Directors

The Board of Directors meets once a month and on an as-needed basis to ensure swift decision-making and transparency, as well as to supervise the execution of duties by the directors. To govern its operations, we have formulated rules for the Board of Directors and have established standards for agenda items in the regulations on official authority. Furthermore, to facilitate extensive discussions, materials on agenda to be resolved by the Board of Directors are distributed to the directors and Audit & Supervisory Board members prior to the Board of Directors meeting.

【Activities in FY 2025 (from October 2024 to September 2025)】

Chairperson	Representative Director and President, Chief Executive Officer
Number of times held	16 times
Main discussion items	Business strategy The selection of priority markets, growth strategies for these markets, and progress toward these goals were discussed, taking into account the technological capabilities of the Group and the environment surrounding the company. Corporate governance In addition to a review of the skill matrix and remuneration policy for directors in light of the internal and external environment, the results of the Board of Directors effectiveness evaluation were discussed. Subsidiary management The state of internal controls and fund management at individual companies was discussed as well as progress on PMI efforts at acquired companies. Sustainability efforts In addition to quarterly discussions on the progress of sustainability efforts based on the material issues and goals to be addressed established by the Board of Directors, response policies for data security risks, which have grown increasingly diverse in recent years, were also discussed.

Chairperson

Representative Director and President, Chief Executive Officer

Number of times held

16 times

Main discussion items

Business strategy

The selection of priority markets, growth strategies for these markets, and progress toward these goals were

discussed, taking into account the technological capabilities of the Group and the environment surrounding

the company.

Corporate governance

In addition to a review of the skill matrix and remuneration policy for directors in light of the internal and

external environment, the results of the Board of Directors effectiveness evaluation were discussed.

Subsidiary management

The state of internal controls and fund management at individual companies was discussed as well as progress

on PMI efforts at acquired companies.

Sustainability efforts

In addition to quarterly discussions on the progress of sustainability efforts based on the material issues and

goals to be addressed established by the Board of Directors, response policies for data security risks, which

have grown increasingly diverse in recent years, were also discussed.

Audit & Supervisory Board

The Audit & Supervisory Board meets approximately six times a fiscal year. The Audit & Supervisory Board formulates the auditing policy and implementation plan. Based on these directions, each Audit & Supervisory Board Member attends important meetings within the Company, including meetings of the Board of Directors, to assess management performance, and audits the execution of duties by the directors by conducting interviews in each department. In addition, the Audit & Supervisory Board meets with external accounting auditors, regularly or on an as-needed basis, to exchange information.

【Activities in FY 2025 (from October 2024 to September 2025)】

Number of times held	6 times
Main discussion items	Important audit matters, such as large-scale investment projects, labor management and compliance Implementation status of matters resolved by the Board of Directors

Nomination and Compensation Committee

The Company has established a voluntary Nomination and Compensation Committee to serve as an advisory body to the Board of Directors. The Nomination and Compensation Committee Regulation stipulates that a majority of its members shall be Outside Directors and state that the Board of Directors shall respect the Committee’s reports.

While the Board of Directors ultimately decides on the nomination of director candidates and the individual remuneration amounts for directors, the Nomination and Compensation Committee’s prior deliberations ensure the fairness, transparency, and objectivity of these decision-making processes.

【Composition of committee members】

Internal Directors	Representative Director and President	Tadashi Maruno (Chairman)
Internal Directors	Representative Director and Vice President	Hisaki Kato
Independent Outside Directors	Outside Director	Kazue Kurihara
	Outside Director	Takuo Hirose
	Outside Director	Kaoru Minoshima
	Outside Director	Takaaki Kimura

【Activities in FY 2025 (from October 2024 to September 2025)】

Number of times held	3 times
Main discussion items	Candidates for director Candidates for director were discussed, taking into account the skill matrix. Remuneration system The legitimacy of remuneration composition ratio and whether changes to the indicators used for short-term performance-linked remuneration are needed were discussed, taking into account our management style and trends at other companies. Length of officer tenure The length of officer tenure and related matters were discussed to strengthen governance and ensure the independence of outside officers.

Number of times held

3 times

Main discussion items

Candidates for director

Candidates for director were discussed, taking into account the skill matrix.

Remuneration system

The legitimacy of remuneration composition ratio and whether changes to

the indicators used for short-term performance-linked remuneration are

needed were discussed, taking into account our management style and trends at other companies.

Length of officer tenure

The length of officer tenure and related matters were discussed to

strengthen governance and ensure the independence of outside

officers.

Executive Officer system

We introduced the Executive Officer system to revitalize the Board of Directors, accelerate management decision-making, and strengthen the Board of Directors's supervisory functions.
This will allow the Board of Directors to devote time to essential discussions such as future planning, divisional strategy, and M&A, as well as strengthen the supervisor's position. In addition, many of the decisions previously made by the Board of Directors have been transferred to Executive Officers or the Board of Executive Officers, enabling flexible decision-making with the aim of expanding our core businesses.
The Board of Executive Officers is held once a week. The first half of the Board of Executive Officers is composed of our executives such as Executive Officers, Audit & Supervisory Board Members, executive managers, and managers. In addition to sharing information, we are considering important matters other than the Board of Executive Officers matters for resolution from a multifaceted perspective.
And the second half of the Board of Executive Officers consists of Executive Officers, Audit & Supervisory Board Members, and executive managers, which resolve the matters delegated by the Board of Directors and discuss the essential matters of the Company.

Governance structure

Basic structure of corporate governance

【Schematic diagram of our corporate governance structure】

General meeting of shareholders

Board of Directors

Audit & Supervisory Board

Nomination and Compensation Committee

Executive Officer system

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