[Statutory Governance Bodies]
- Board of Directors
Elpida's Board of Directors is composed of seven members, including one outside director. The Board decides important management issues and supervises the execution of business operations by the individual Directors and Executive Officers. The Board generally meets once per month. In addition, it may convene any time in the event an important matter requires urgent attention.
- Board of Corporate Auditors
The Board of Corporate Auditors is comprised of four members, including two outside Corporate Auditors. In accordance with audit plans decided by the Board of Corporate Auditors, the Corporate Auditors audit the duties executed by the Directors through participating in various important meetings, such as those held by the Board of Directors, and inspecting Elpida's business operations and its systems as well as the condition of company assets.
[Other Committees and Bodies]
- Officers Meeting
Elpida's Officers Meeting consists of 13 members, including those Directors involved in executing business operations. This Meeting is held to insure that Elpida's business operations are handled flexibly, rapidly and in accordance with the basic policies decided by the Board of Directors. The Meeting generally meets once per week and decides important business operation matters.
- Executive Compensation Advisory Committee
The Executive Compensation Advisory Committee is comprised of five committee members appointed by the Board of Directors (the Representative Director, one outside Director, one outside Corporate Auditor and two Executive Officers). The Advisory Committee suggests the Board of Directors and the Board of Corporate Auditors on the remuneration of Directors and Corporate Auditors and other related matters.
- Risk Management & Compliance Committee
Elpida has established a Risk Management & Compliance Committee, chaired by the CEO, to manage the company's compliance and risk management systems. This Committee examines and decides basic policies that help maintain Elpida's compliance and risk management systems in good working order and that support implementation of these systems throughout the company. Also, this Committee decides policies that are designed to prevent potential risks from business activities and handle such risks when they occur.
- Audit Office
Elpida has set up an Audit Office to ensure the full implementation of internal controls and strengthen the company's risk management systems. The Audit Office is under the direct control of the Representative Director and independent from other offices or divisions. It audits all Elpida business divisions (including subsidiaries) in accordance with its audit plans and evaluates internal controls related to the preparation of financial reports.
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