FY2010 - ended March 2011
Corporate Governance
Toshiba Group promotes corporate governance based on the fundamental policies of enhancing management efficiency, increasing transparency and maximizing corporate value from the shareholders’ perspective.
- Toshiba’s Governance System
- Toshiba’s corporate governance follows the fundamental policies of maximizing corporate value from the shareholders’ perspective and improving management efficiency and transparency.
Guided by this, we revitalized the Board of Directors and reduced its membership with the 1998 introduction of the executive officer system. Other management initiatives followed. In 2000, we voluntarily established a Nomination Committee and the Compensation Committee. In 2001, we introduced a system of appointing three outside directors and reducing the term of office for directors to one year. And in 2003, following a change in the commercial code, in another move toward reinforcing management efficiency and transparency, we introduced the Company with Committees system, pursuant to a resolution approved by the annual meeting of the shareholders.
As a Company with Committees we separate functions: basic policy making and supervision of management are undertaken by the board of directors and the committees, while executive officers are responsible for business operations. This approach has strengthened management supervision while increasing transparency, and brought greater flexibility to management.
The Nomination Committee makes proposals on appointments and dismissals members of the board that are subject to approval by the meeting of shareholders. The Compensation Committee decides the individual remuneration of executive officers and board members.
Perspectives of Outside Directors
Outside Director
Hiroshi Hirabayashi
Toshiba is expanding globally through business structural reform and promoting its focus on “strategic allocation of business resources.”
It is very important for a global corporation such as Toshiba to make its top leaders as visible as possible. I think successive generations of top management have demonstrated leadership and done a good job of sending the Company’s message including its ideas and principles to a wide audience in and out of Japan.
To become a truly global company, in addition to its renowned technology and innovation, Toshiba must cultivate human resources capable of operating internationally. People in global HR must be able to work anywhere in the world and have a flexible attitude that allows them to adapt to national environments and cultural characteristics, in the emerging markets, for example.
Time waits for no one, and from top management to the youngest employees, Toshiba’s people must quickly polish their international perspective, and strengthen adaptability and ability to communicate. Toshiba must also increase overseas recruitment for both local and global operations.
I will continue to make proposals from my perspective as a former diplomat, and hope that they may be of some use.
Outside Director
Takeshi Sasaki
Today’s Toshiba is moving towards true globalization. This raises many issues and is bound to result in some difficulties. How to progress toward globalization is one concern and a challenge that Toshiba now faces in its corporate organization.
A company’s corporate organization needs to change as its environmental changes. Timing is important. After having observed the measures being taken by Toshiba, I am convinced that the Company’s top management is moving in the right direction and improving the organizational structure.
Globalization will require employees to change their way of thinking. And as business reaches into many parts of the world, it will be important to ensure that the system of governance meets the requirements of a global corporation.
There are times in business when “strategic allocation of resources” can conflict with risk control. The way that those are balanced will be important. I hope to help achieve that balance by offering my opinion.
Outside Director
Takeo Kosugi
I have served as an outside director for two years now, and my unchanged impression is of an open company with a high level of transparency. That includes the board of directors, which encourages frank expressions of opinions.
I believe that top management has a good understanding of corporate governance and compliance and that they are soundly implemented.
As Toshiba develops globally, all kinds of risks must be considered before they occur, and efforts made to minimize potential risk areas. Risk management must be further enhanced to function globally.
In terms of responding to society’s demands, it is not enough to simply observe already established rules. What is needed is to focus on potential future events and to create rules for responding to them. Penetrating this kind of thinking throughout the company will, I think, secure improvement.
I will continue to make proposals from a legal perspective on issues that need attention.
This Web site contains projections of business results, statements regarding business plans and other forward-looking statements. This information is based on certain assumptions, such as the economic environment, business policies and other factors, as of the date when each document was posted. Actual results may differ significantly from the estimates listed here.
