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Governance Overview

Toshiba's Governance System

We have determined, based on the discussions by the Management Revitalization Committee, the basic policy of our corporate governance system described below.

Ⅰ. Composition of the Board of Directors, Reinforcement of the Board of Directors' Supervisory Function

(1) Composition of the Board of Directors
  • Reducing the number of members of the Board of Directors to 11 people
  • Increasing the ratio of Outside Directors to more than half
  • Ensuring the composition of a Board of Directors that takes the expertise of its members into account
  • Enabling an Outside Director to become Chairman of the Board of Directors
(2) Reinforcement of the Board of Directors' Supervisory Function
  • Reinforcement of the support structure for Outside Directors
  • Establishment of ‘Executive Sessions'

Ⅱ. Reinforcement of the Audit Committee's Supervisory Function

(1) Composition of the Audit Committee
  • The Audit Committee composed, in principle, only of independent Outside Director members
  • The Audit Committee composed of Outside Directors with a high level of expertise
(2) Reinforcement of the audit function of the Audit Committee
  • Reinforcement of the Audit Committee Office
  • Reinforcement of the audit function of the Audit Committee through establishment of an internal reporting system
  • Securing the independence of the Audit Committee Office
  • Elimination of the Corporate Audit Division, establishment of the Internal Audit Division, and direct control of the Audit Committee
  • Reinforcement of the audit function in accounting and compliance inspections by the Internal Audit Division
  • Reinforcement of accounting audits and compliance inspections in in-house companies
  • Securing the independence of the Internal Audit Division

Ⅲ. Reinforcing the Nomination Committee and ensuring the transparency of nomination procedures

(1) Composition of the Nomination Committee
  • The Nomination Committee composed, in principle, only of independent Outside Director members
(2) Ensuring the fairness of nomination procedures
  • Formulation of a Succession Plan
  • Clarification of the basis for election and appointment of Executive Officers and Representative Executive Officers and election and appointment processes

Corporate Governance Structure

figure of Corporate Governance Structure

At Toshiba, the Nomination Committee, the Audit Committee and the Compensation Committee are composed, in principle, only of independent Outside Director members.

Nomination Committee : Yoshimitsu Kobayashi (Chairman), Hiroyuki Itami, Kouichi Ikeda, Ryoji Sato and Shinzo Maeda
Audit Committee : Ryoji Sato (Chairman), Teruko Noda, Hiroyuki Itami and Yuki Furuta
Compensation Committee : Yuki Furuta (Chairman), Teruko Noda, Kouichi Ikeda, Yoshimitsu Kobayashi and Shinzo Maeda

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Toshiba's Internal Control Systems

Toshiba Group constantly refines its system of internal controls, towards ensuring management effectiveness and efficiency and reliable reporting on operations and finances and to secure high level legal compliance and risk management.
We also ensure that domestic Group companies, regardless of the scale of their operations, establish internal control systems based on those of the parent company.
The following website provides detailed information on the structure of our internal control systems.

Risk Management

At Toshiba, throughout our worldwide operations, we strive to ensure compliance with laws and regulations, social and ethical norms, and internal rules. According top priority to human life and safety and to compliance in everything we do underpins our commitment to promoting business activities through fair competition and serving the interests of customers to the best of our ability.
We consider thorough adherence to the Toshiba Group Standards of Conduct (SOC), which embodies the Basic Commitment of the Toshiba Group, to be the foundation of our compliance. Thus we are working toward the SOC becoming an integral part of the entire Toshiba Group. Every year, priority themes regarding compliance are established and promoted in light of business circumstances. By implementing a Plan-Do-Check-Action (PDCA) cycle of self-assessment, not only at each in-house company but also at group companies worldwide, we are stepping up our efforts to ensure compliance.
The Risk Compliance Committee, headed by the CRO*, manages serious risk and compliance issues and works with each relevant division to strengthen the risk management system by developing countermeasures to specific risks, plus measures to prevent their spread and recurrence.

Note) Chief Risk Compliance Management Officer

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The Status of Internal Audits and Audits by the Audit Committee

The Corporate Audit Division reports directly to the president. It is responsible for internal audits from the perspectives of appropriate operational procedures, accountability of results and legal compliance.
The Division holds advance discussions with the Audit Committee on each year's audit policy and plans. It also holds semimonthly liaison meetings with the Audit Committee for pre-audit discussions and to share information on the divisions subject to audit.
The Corporate Audit Division carries out on-site inspections and reports its results to the Audit Committee. However, if it deems it necessary, the Audit Committee has the right to carry out its own on-site inspections. At the Furthermore, in addition to receiving explanations from independent auditors (CPA) on their audit plans at the beginning of each fiscal year, the Audit Committee can also request reports on the status of audits during the course of each term, and explanations and reports on end-of-year audits, as necessary.

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.

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