Tera Probe considers corporate governance an important issue in the conduct of business. Our basic philosophy is to establish a system for conducting business operations capable of promptly responding to changes in our business environment—namely, the structural transformation of the economy and society, and the rapidly developing semiconductor market. It also includes creating the appropriate management and oversight system to improve operating efficiency and transparency.
■ Corporate organizations / Internal control system
■ Basic explanation of corporate organizations
|Board of Directors||It consists of six directors, four of whom are external directors. The auditors as well as the directors attend the meetings. In general, the Board of Directors meets once a month, and extraordinary meetings are held as required. The Board of Directors makes decisions on important business matters and provides oversight for the company’s business through the oversight of the corporate officers.|
|Board of Auditors||It consists of three auditors--one full-time statutory auditor and two part-time auditors.
All three are external auditors. The Board of Auditors meets once a month, and extraordinary meetings are held as required.
The Board of Auditors exchanges opinions and conducts verifications for a wide range of matters related to the adequacy of business operations and corporate compliance. They monitor and verify the execution of the Board of Directors’ legal obligations in regard to their decisions, including the obligation to provide due diligence and the fiduciary duty of loyalty.
The auditors attend meetings of the Board of Directors. In addition, the full-time statutory auditor attends other important meetings in the company as required. This system enables the auditors to perform their function of monitoring business operations while gaining an understanding of conditions throughout the company.
|Officers’ Meeting||Officers’ Meeting consists of eight members. In general, it meets once a week. Employing the basic corporate principles as determined by the Board of Directors, it makes determinations on important matters within a specified range of authority and shares important information related to the conduct of business with the directors. This operating structure enables a prompt response to changes in the technological and business environment, and the implementation of appropriate decisions in a timely manner.|
|Advisory Committee for Officer Remuneration||The committee consists of at least three members, including at least one auditor. The members are selected from among the directors (with the exception of the representative director), the auditors, the corporate officers, and company attorneys. The committee submits recommendations on the remuneration of directors and corporate officers.|
|Compliance Committee||Tera Probe established the Compliance Committee whose members consist of officers, and the manager of Internal Audit Division to ensure that compliance is established and thorough. The committee meets as needed, and it discusses the basic policy decision and so on for promoting compliance.|
|Internal Audit Division||Tera Probe established the Internal Auditing Division under the direct supervision of the company president and independent of any operating division to verify that business is conducted in an appropriate manner. The office consists of two full-time members who audit the operating divisions and report their findings directly to the company president.|