Corporate Governance

Our company exists in a world in which globalization of management tasks and structural changes in society are both happening at a rapid pace, so we believe our management must have strategic and quick-reaction capabilities that can maintain and reinforce our competitiveness. To accomplish this, we have constructed a strong yet flexible management decision-making system which is overseen by established audit and supervisory functions.

Implementation of Corporate Governance Policies

Board of Directors
The Board of Directors makes decisions about matters that are important to the management of Elpida. The Board of Directors also supervises the execution of business operations by the executive officers. The Board of Directors generally meets once per month. In addition, it may hold meetings at any time when deemed necessary or in the event of an emergency if a particular issue requires urgent attention. In FY 2007 the Board of Directors met 14 times.
Board of Corporate Auditors and Corporate Auditors
The Board of Corporate Auditors produces audit reports and decides audit plans, among its other functions. The Corporate Auditors implement the audit plans decided by the Board of Corporate Auditors in accordance with the Corporation Law. In addition, the Corporate Auditors attend various important meetings, such as those of the Board of Directors, and monitor the Elpida's business and assets and liabilities. In fulfilling these responsibilities, the Corporate Auditors audit the execution of duties by the Directors. In FY 2007 the Board of Corporate Auditors met 12 times.
Officers Meeting
The Board of Directors has established an Officers Meeting of executive officers which reports to the Board. In accordance with the decisions made by the Board, the Officers Meeting consults and decides on important matters related to the execution of business functions. The Officers Meeting generally meets once per week. In FY 2007 it met 49 times.
Executive Compensation Advisory Committee
The Executive Compensation Advisory Committee provides advice to the Board of Directors and the Board of Corporate Auditors on such matters as remuneration paid to Directors and Corporate Auditors. In FY 2007 this Committee met three times. The Executive Compensation Advisory Committee is composed of five individuals chosen from among Elpida's Board of Directors (including outside Directors), the Officers and the Corporate Auditors.
Risk Management and Compliance Committee
The Group has established a Risk Management and Compliance Committee to implement a comprehensive system of compliance and risk management. This Committee maintains the company's internal corporate compliance and risk management systems and works to insure that these systems are in place and operating across the entire Group. The policies needed to carry out these tasks are studied and decided by this Committee. Also, this Committee designs policies that address the realization of actual risks or to avoid risk that might result from the actions of company management. In FY 2007 the Risk Management and Compliance Committee met four times.
Audit Office
In addition to the audits performed by the Corporate Auditors and the Board of Corporate Auditors, an Audit Office has been created to help implement a system of appropriate internal controls and stronger risk management. The Audit Office exists as an independent department to audit all company business divisions (including subsidiaries) based on the audit plans. When internal audits are conducted, employees from various divisions and external third parties with special skills may be asked to serve on the audit staff.