Japan


Home > About Toshiba > Investor Relations > Corporate Governance >

Toshiba's Internal Control Systems

Pursuant to Corporate Law in Japan, Board of Directors of Toshiba made a following resolution about framework of corporate governance and internal control. Management of Toshiba actively implements this resolution.

Systems to Ensure the Appropriateness of Business Operations

(1)System to ensure that Executive Officers' compliance with laws and regulations and the Articles of Incorporation.

  1. Executive Officers periodically report to the Board of Directors on their execution of their duties and are required to report on necessary items to the Board of Directors, as necessary.
  2. The General Manager of the Corporate Audit Division periodically reports to the Board of Directors on internal audit results.
  3. The Audit Committee periodically interviews Executive Officers and the General Manager of the Corporate Audit Division reports to the Audit Committee on internal audit results.
  4. Executive Officers report to the Audit Committee on any material violation of laws and regulations without delay in accordance with the Rules concerning Reporting to the Audit Committee.

(2)System for retention and management of information concerning Executive Officers' execution of their duties.

  1. In accordance with the Rules concerning the Document Retention Period, Executive Officers appropriately retain and manage material documentation, such as information materials for the Management Meetings and decision-making documents, and other documents such as account books and records.
  2. Executive Officers run a system that allows Directors to access important information, such as information materials for the Management Meetings, decision-making documents, account books and records and business reports.

(3)Rules and other systems concerning risk management

  1. In accordance with the Basic Rules concerning Risk-Compliance Management, the Chief Risk-Compliance Management Officer (hereinafter referred to as the "CRO") formulates and promotes measures concerning crisis and risk management in his/her capacity as the chairman of the Risk-Compliance Committee.
  2. Executive Officers formulate and promote measures necessary for continuously clarifying business risk factors and minimizing loss in the event that risk is realized.

(4)System to ensure that Executive Officers efficiently execute their duties

  1. The Board of Directors determines the basic management policy and approves the mid-term business plan and annual budgets prepared by the Executive Officers.
  2. The Board of Directors delegates authority and responsibilities to Executive Officers in an appropriate manner and Executive Officers clarify the authority and responsibilities of the Executive Officers and employees in accordance with the Rules concerning Responsibilities of Division and the Rules concerning Managerial Duties.
  3. Executive Officers set concrete targets and roles of organizations and employees.
  4. Executive Officers make decisions on business operations based on appropriate procedures in accordance with the Board of Directors Rules, the Corporate Decision Making Rule, the In-house Company Decision Making Rule and other rules.
  5. Executive Officers follow up annual budget implementation and appropriately evaluate performance evaluation by means of monthly meetings and the Performance Evaluation Committee.
  6. Executive Officers promote strengthening of information security systems and operate the accounting system, the authorization system and other information processing systems in an appropriate manner.

(5)System to ensure that employees' performance of their duties conforms to laws and regulations and the Articles of Incorporation

  1. The President & CEO ensures, through continuous execution of employee education etc., that employees comply with the Toshiba Group Standards of Conduct clarifying values and codes of conduct to be shared by all officers and employees.
  2. The CRO formulates and promotes measures concerning compliance with laws and regulations in his/her capacity as the chairman of the Risk-Compliance Committee in accordance with the Basic Rules concerning Risk-Compliance Management.
  3. The Executive Officer in charge endeavors to detect problems early and deal with them in an appropriate manner by making use of the whistle-blower system.

(6)System to ensure the appropriateness of business operations of Toshiba Group

  1. Toshiba Corp. requests its subsidiaries to adopt and implement the Toshiba Group Standards of Conduct.
  2. Toshiba Corp. requests its subsidiaries to report to Toshiba Corp. in accordance with the Operational Communication Arrangement in the event that material issues arise in their business operations.
  3. Toshiba Corp. formulates appropriate measures for internal control, including that of its subsidiaries, and requests its subsidiaries to promote the measures according to their situations.
  4. Toshiba Corp. requests its subsidiaries to establish audit systems in accordance with the Toshiba Group Auditors' Audit Policy.
  5. Toshiba Corp. executes management audits of its subsidiaries, as necessary.

To Top

Items Necessary for the Audit Committee's Performance of its Duties

(7)Employees assigned to assist the Audit Committee in the performance of its duties

  1. In order to assist the Audit Committee in the performance of its duties, the Audit Committee Office consisting of five or so staff is established. No director is assigned to assist the Audit Committee in the performance of its duties.

(8)Independence of employees mentioned in the preceding paragraph from Executive Officers

  1. Personnel transfer of employees of the Audit Committee Office is discussed with the Audit Committee in advance.

(9)System for reporting by Executive Officers and employees to the Audit Committee and other systems concerning reporting to the Audit Committee

  1. Executive Officers and employees report to the Audit Committee in accordance with the Rules concerning Reporting to the Audit Committee in the event that any material issue arises that may affect operation and financial performance.
  2. The President & CEO provides auditors designated by the Audit Committee with opportunities to attend important meetings, including the Management Committee meetings.

(10)System to ensure that audits by the Audit Committee are conducted effectively

  1. The President & CEO periodically dialog with the Audit Committee.
  2. Executive Officers and employees report the execution of their duties to the Audit Committee by means of the periodical interviews conducted by the Audit Committee and circuit interviews.
  3. The General Manager of the Corporate Audit Division discusses the policy and the plan for internal audits at the beginning of each fiscal year with the Audit Committee in advance and timely reports the internal audit results to the Audit Committee.
  4. The Audit Committee has accounting auditors provide explanations and reports concerning the accounting audit plan at the beginning of each fiscal year, the situation of accounting audits during each term and the results of the accounting audits at the end of each fiscal year.
  5. The Executive Officer in charge provides explanations to the Audit Committee concerning the interim settlement of accounts and settlement of accounts at the end of fiscal year as well as quarterly settlement of accounts prior to the approval by the Board of Directors.
  6. The President & CEO informs the Audit Committee in advance and provides explanations concerning the assignment of the General Manager of the Corporate Audit Division, taking into consideration the independence of the General Manager of the Corporate Audit Division from other Executive Officers and organizations.

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.

IR Kit

For New Investors

Contact Us

  • Form
    Inquiry form
  • E-mail
    ir@toshiba.co.jp
  • Phone
    +81-3-3457-2096
  • FAX
    +81-3-5444-9202