GOVERNANCE

・Purpose
We, Tera Probe, Inc. (including its subsidiaries, “Tera Probe”), are upholding our management philosophy “Always do our business with challenging spirit and pride. Develop our technology, improve our productivity and contribute to creation of new value as a satisfactory and reliable partner of customers around the world.” and aiming for realization of safe and comfortable society by providing solid reliability to semiconductor products built into everything with our test technology which have been developed since our establishment.
We are committed to protecting the human rights of all people, which must be the base of a safe and comfortable society, by establishing and adhering to this policy.

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We focus on the corporate governance as the highest priority issue to address for the management of the company in order to realize our management philosophy, “We will contribute to the creation of new value as a reliable partner that truly satisfies our customers all over the world as well as do business with a challenge spirit and pride, improve our technologies and enhance the efficiency of production activities at all times.” and thereby maximize our corporate value. Our basic approach is that we will establish the system to execute our business that can promptly respond to changes in our business environment, such as structural changes in the economy and society and the rapid progress in the semiconductor market, and create an appropriate system for management and supervision of the company, which enable us to improve the efficiency and transparency of our management of the company.

We adopted a Company with a Nominating Committee, etc
We establish and reinforce a highly effective governance system and leave business execution to executive officers to expedite business decisions under (1) the assured strong supervision of the management through the clear separation of the business execution and supervisory function, and (2) the clarity of authority and responsibility in the business execution and the assured transparency and objectivity of the management.
Corporate Governance Report (Japanese version only）

“Tera Probe Code of Conduct” (hereinafter referred to as the “Code”) specifies rules and regulations as the highest standards of business conduct that apply to Tera Probe, Inc. and its subsidiaries (hereinafter referred to as the “Group”), their directors, officers and employees (including temporary, contract and part-time workers, and those working under worker dispatching contracts. The same applies below) when they conduct any and all business activities, including business with customers and suppliers and work with their colleagues.

– all employees should know well the Code as one of the basic contents of internal training;
– any employee who violates the Code may be subject to disciplinary measures in accordance with the internal rules and regulations of each companies in the Group, in addition to any legal action taken in the event of a serious violation;
– any director, officer or employee, who blow the whistle on any violation of the Code through the Compliance Helpline or other appropriate channels after seeing or hearing it, will not be placed at any disadvantage.
– The Code is established by a resolution of the Board of Directors of Tera Probe, Inc. and any revision or abolishment of the Code shall be subject to such resolution.

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We make a training plan annually to raise awareness of the compliance among directors, officers and employees.
The department in charge of compliance training set a theme deemed appropriate in light of amendments of applicable laws, social environment, and situation of the Group, and exercise such training in accordance with the plan.

In FY2022:
Whistleblower protection act and our internal reporting system, Regulation on insider trading, and Business and human rights

Tera Probe establish the whistle-blowing system, “Compliance Helpline” to receive and appropriately handle those reports and consultations from directors, employees, and business partners regarding any of non-compliance.
We strive to prevent, detect and correct any misconduct at an early stage, and perform fair management with integrity in compliance with laws, regulations, and internal rules.
The Compliance Helpline has multiple contacts, including outside legal counsel, and accepts anonymous report and consultation to reduce any psychological burden on whistleblowers, which may enable us to earlier find any management risk.

We set four basic policies to protect our information assets from various threats, to ensure necessary information security, and to secure our continuous and stable business activities as follows:
– We will ensure the security of our trade secrets (including customers’ information assets) in our operation;
– We will build and continuously improve the information security management system, and implement appropriate security measures according to those importance;
– We will conduct internal training and enlightenment on information security to ensure management and awareness of it.
– We will strive to prevent any occurrence of information security incident, and quickly take restoration and preventive measures in case of an incident occurs.

We build the information security management system to ensure the safe and effective use and appropriate management of information assets. The information security management committee, a member of which is assigned by each divisions and departments, takes a key role there.
We also report any incident that may cause information leakage or its threat, and take appropriate countermeasures as well as corrective and preventive measures against it.

In-house training is provided to the employees at their joining of the company and on a regular basis through the e-learning system to raise our employees’ security awareness. We also provide the training on an irregular basis to check how much our employees understand about the regular training provided.

– Company-wide training for information security through the e-learning system: Twice a year
– Targeted attack e-mail training: once a year

We set out the Security Export Control Regulation for our proper implementation of security export control for the purpose of maintaining the peace and safety in the international community in accordance with the Code. We submitted the abovementioned regulation to the Ministry of Economy, Trade and Industry (METI) and received as an export control internal rule (“CP”),
which is disclosed at the Ministry of Economy, Trade and Industry’s website below:
https://www.meti.go.jp/policy/anpo/compliance_programs.html#cp1(Japanese version only)
We also obtain the Special General Bulk License from the Ministry of Economy, Trade and Industry (METI), which enables us to carry out export operations quickly.
Special General Bulk Export and Service (Program for Use) Transaction License:
Export License No. YBIT-GL-21-S10034