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Toshiba Nominates Highly-Qualified Slate of Directors, Issues Public Shareholder Letter

・Company Nominates Osamu Nagayama as New Chairperson of the Board
・Eleven Directors on Company Slate Elected One Year Ago with Significant Shareholder Input and Support; All of the New Directors Added Last Year, Including Four Non-Japanese Directors, Support the Slate
・Engaged, Diverse and Independent Directors Leading the Toshiba Next Plan to Drive Growth and Create Lasting Shareholder Value
・Demonstrates Continued Commitment to Returning Value to Shareholders
22 Jun, 2020

*Some updates have been made for director nominees' profiles on June 23, 2020.

TOKYO – Toshiba Corporation (TOKYO: 6502) today announced that it has nominated 11 of its current Directors for reelection to the Board of Directors at the Company’s Ordinary General Meeting of Shareholders for the 181st Fiscal Period, to be held on July 31, 2020. 

The Company also announced that it has nominated Osamu Nagayama for Chairperson of the Board of Directors, to succeed current Chairperson Yoshimitsu Kobayashi, who is retiring after serving for Toshiba as an independent outside director since 2015 and with distinction as Chairperson of the Board since 2017. Mr. Nagayama is the Former Chairman and Chief Executive Officer of Chugai Pharmaceutical Co., Ltd., and the Former Chairman of the Board of Directors of Sony Corporation.

Toshiba is committed to maximizing shareholder value through the continued execution of the Toshiba Next Plan (TNP), its five-year company-wide transformation plan announced on November 8, 2018. As part of this commitment, the Company took decisive actions in 2019 to significantly refresh the Board – replacing seven directors – following active and constructive engagement with a number of its largest shareholders.

With the support of shareholders and in response to their input, the Company increased its independent directors to ten, from seven, and added four non-Japanese directors, the first non-Japanese representatives to sit on Toshiba’s Board in almost 80 years.

With a strong majority of independent directors, a three-committee system, all comprised of outside directors, and diversity of experience and skill set, the Toshiba Board is now a corporate governance leader in diversity and structure, and the Company and its shareholders are benefitting from the new and constructive perspectives. Toshiba’s Directors bring diversity of gender, nationality and expertise, which includes experience in international business, business portfolio management, corporate restructuring, M&A, capital markets, capital allocation, accounting and auditing, and legal affairs/compliance.

The Company firmly believes that its recently reconstituted Board is the right one to provide independent oversight of the next phases of the TNP and deliver sustainable long-term growth and value to all shareholders.

“As we enter the second phase of our TNP, our Board and management team remain sharply focused on driving sustainable long-term growth and value for all shareholders and positioning Toshiba for future success,” said Yoshimitsu Kobayashi, Chairperson of the Board of Directors of Toshiba. “We have made significant progress on TNP, including implementing more aggressive capital allocation policies and restructuring our portfolio of businesses and strategic shareholdings, but of course we cannot complete the Plan overnight. Our comprehensive set of reforms and growth investments are multi-year initiatives that we believe will build enduring shareholder value. And importantly, we are aligned with our shareholders in executing on our mission.

“This year, we renew our commitment to ensuring our Board is comprised of highly-engaged Directors with the right mix of skills, experience and new perspectives. We are pleased that Mr. Nagayama has agreed to be the Company’s nominee for Chairperson of the Board, and believe his unparalleled global experience and proven track record of delivering growth at Chugai Pharmaceutical and Sony will be invaluable as we continue to position Toshiba for long-term success. Mr. Nagayama will join a Board of Directors that we believe represents the best interests of our shareholders and all of our stakeholders, and is uniquely qualified to continue to provide independent oversight to management as we build upon the achievements from the past year.”

Nobuaki Kurumatani, President & CEO of Toshiba said, “Mr. Kobayashi’s strong leadership as Toshiba’s Chairperson of the Board is reflected in the solid progress of our TNP and decisive actions we are taking to transform the Company. He has played an important role in setting our path forward and we are deeply appreciative for his tireless commitment and dedicated service to Toshiba and our shareholders.”

Toshiba today also announced updates to its shareholder return policy. The Company intends to maintain an average consolidated dividend payout ratio of at least 30%, and to use excess shareholders' equity to fund shareholder returns, including through share repurchases.  The Board of Directors will review the appropriate level of capital on a regular basis. Once the external environment stabilizes, enabling capital markets and the global pandemic to be more predictable in the fall, the Company expects to be in a position to undertake more proactive portfolio streamlining and divestitures, including the assessment of highly accretive M&A opportunities, to continuously improve capital allocation in order to further enhance shareholder returns and the long-term value of Toshiba. Toshiba also continues to review options to maximize shareholder value by monetizing its 40.2% stake in KIOXIA, Toshiba's spun-off memory chip business, and in principle, intends to return the majority portion of the net proceeds to shareholders. 

The Company’s full slate of 12 Director candidates is as follows:

New Director Candidate

Osamu Nagayama, Candidate for Chairperson of the Board of Directors of Toshiba Corporation; Former Representative Director, Chairman and Chief Executive Officer of Chugai Pharmaceutical Co., Ltd.; Former Chairman of the Board of Directors of Sony Corporation

Incumbent Director Candidates

Satoshi Tsunakawa, Director, Chairman of Toshiba Corporation
Nobuaki Kurumatani, Director, Representative Executive Officer, President and Chief Executive Officer of Toshiba Corporation
Yuki Furuta, Independent Director of Toshiba Corporation; registered attorney at law; and former Justice of Supreme Court of Japan
Junji Ota, Independent Director of Toshiba Corporation; former Vice Chairman of Japan Securities Dealers Association; and former Chair (Public Governor) of Self-Regulation Board, Japan Securities Dealers Association, Outside Director of Heiwa Real Estate Co., Ltd.
Nobuyuki Kobayashi, Independent Director of Toshiba Corporation; Certified Public Accountant, Former Representative Partner and President of Crowe Toyo & Co., Founder and Representative Director & President of Eishin Partners Co., Ltd.
Takashi Yamauchi, Independent Director of Toshiba Corporation; former full-time Audit and Supervisory Board Member of Mitsui & Co., Ltd.
Yoshiaki Fujimori, Independent Director of Toshiba Corporation; Outside Director and Chairman of Oracle Corporation Japan, Outside Director of Takeda Pharmaceutical Company Ltd. and Outside Director of Boston Scientific Corporation, former Senior Vice President of General Electric Company (GE, U.S.), former Representative Director, President and Chief Executive Officer of LIXIL Corporation (now LIXIL Group Corporation)
Paul J. Brough, Independent Director of Toshiba Corporation; Independent Non-Executive Director of GL Limited. and Independent Non-Executive Director of Vitasoy International Holdings Limited., former Executive Chairman of Noble Group Holdings Limited.
Ayako Hirota Weissman, Independent Director of Toshiba Corporation; Senior Vice President, Senior Portfolio Manager and Director of Asia Strategy at Horizon Kinetics LLC (formerly known as Horizon Asset Management Inc.), Non-Executive Director of Nippon Active Value Fund plc, former Outside Director at SBI Holdings, Inc.
Jerry Black, Independent Director of Toshiba Corporation; Advisor of Aeon Co., Ltd.
George Raymond Zage III, Independent Director of Toshiba Corporation; Founder and Chief Executive Officer of Tiga Investments Pte. Ltd.

In connection with today’s announcement, Toshiba issued a public shareholder letter with additional information on the Company’s Director candidates, TNP’s progress and its ongoing engagement with Toshiba shareholders.

Toshiba shareholders are not required to take any action at this time. Toshiba will present its formal recommendation regarding Director nominees in the Company’s Convocation Notice and related materials, which will be made available on the company’s website at the beginning of July and sent  to all shareholders eligible to vote at the Ordinary General Meeting of Shareholders.

The full text of Toshiba’s public shareholder letter follows.


Dear Fellow Shareholders,

At Toshiba’s upcoming Ordinary General Meeting of Shareholders for the 181st Fiscal Period, to be held on July 31, you will be asked to make an important decision about our Board of Directors. To protect the value of your investment, we urge all shareholders to support exclusively our slate of Board nominees. We are confident that our nominees are best suited to provide independent oversight of the continued execution of the TNP and return our great Company to sustainable long-term growth and success.

Just last year, we conducted a thorough evaluation of our Board, and solicited extensive and valuable shareholder feedback, to significantly refresh and diversify our Board to ensure that we not only had the appropriate composition to continue to effectively implement the TNP, but that we would become a corporate governance leader. 

As a result of our review and extensive engagement with shareholders, we:
・Increased the number of independent directors on our Board from seven to ten;
・Added four non-Japanese directors, the first non-Japanese representatives to sit on our Board in almost 80 years; and
・Significantly enhanced the expertise, experience and diversity of our Board in aggregate, in response to the changing needs of our business

The extent of our Board refreshment last year clearly reflects our commitment to constructive shareholder engagement, best-in-class corporate governance, and maximizing shareholder value. One year later, we firmly believe our Board nominees have the appropriate mix of skills, experience and new perspectives necessary to provide independent oversight of the next phases of the TNP and deliver sustainable long-term growth and value to all of our shareholders.

TOSHIBA’S BOARD IS NEWLY REFRESHED AND DEEPLY ENGAGED, WITH THE RIGHT MIX OF SKILLS, EXPERIENCE AND NEW PERSPECTIVES TO OVERSEE THE TOSHIBA NEXT PLAN

As we execute the TNP and return Toshiba to long-term growth, we also renewed our commitment to having a Board with the appropriate mix of skills, experience and new perspectives. The directors that we added last year bring diversity with respect to gender, nationality and expertise. They are recognized business leaders who bring proven track records in international business, portfolio management, restructuring, M&A, capital markets, capital allocation, accounting and auditing, and legal affairs / compliance.

We want to add to our Board’s depth of proven global business leaders by nominating Mr. Osamu Nagayama to serve as Chairperson of Toshiba’s Board of Directors. He is the former Chairman and Chief Executive Officer of Chugai Pharmaceutical and former Chairman of the Board of Sony. Yoshimitsu Kobayashi, who is retiring from the Board after serving as an independent outside director since 2015, and as our Chairperson of the Board since 2017. During his tenure, Mr. Kobayashi successfully led the Board through significant change, helped develop the TNP and oversaw the decisive actions we are taking to position Toshiba for future success. 

We remain confident in our strategy, which is underscored by the solid progress we are making in carrying out the TNP. Our Board is fully focused on keeping the Company on the right path to sustained growth – all directors had perfect attendance at Board and Committee meetings and remain actively engaged in overseeing the Company’s activities. Importantly, all of the new directors added last year, including the four non-Japanese directors, support the Company’s slate of nominees.

WE ARE MAKING SIGNIFICANT PROGRESS ON OUR TRANSFORMATIONAL TOSHIBA NEXT PLAN

Our Board continues to play a critical role in the ongoing oversight and implementation of the TNP. Over the past year, we have implemented the first phase of the TNP, which includes the following key actions:

Enhancing Earnings Power
・We achieved revenue of JPY 3.4tn and operating profit of JPY 131bn for fiscal year ended March 2020. Without COVID-19 and restructuring costs, operating profit would have been JPY 162bn, well above the TNP’s target of JPY 140bn and exceeding analysts’ consensus estimates. This 162bn represents “core operating income,” an important indicator for management decisions which objectively demonstrates the extent of recovery in the true earning power of the business.
・Key initiatives in fiscal year ended March 2020 include a reduction of more than 1,200 employees, procurement reforms, improvement of sales efficiency and the selling infrastructure, and other sales reforms, collectively resulting in JPY 81bn improvement from fiscal year ended March 2019 at core operating income basis.
・We expect to achieve core operating income of JPY 220bn for fiscal year ending March 2021 and JPY 260bn for fiscal year ending March 2022.

Portfolio Reform
・We put the highest priority on efficient capital management and remain committed to selling non-core assets in line with our asset-light business model.
・As part of these efforts, in June, we announced the reduction of cross-shareholdings, the sale of subsidiaries and the sale of corporate real estate and related assets – collectively valued at approximately JPY 46bn.
・We set the ROS 5% exit rule and are rigorously monitoring our business.Specifically, we are closely monitoring and reviewing the thermal power construction business, the System LSI business and the HDD business. We will also closely monitor Toshiba Tec Corporation’s recovery plans on its printing business. Since Toshiba Tec is a listed subsidiary, Toshiba will discuss the measures necessary to be taken for the Printing business from its position as Toshiba Tec’s shareholder and discuss necessary measures from the perspective of Toshiba Group’s business portfolio strategy.
・We completed acquisitions of three listed subsidiaries last fiscal year.
・We exited the LNG business in the U.S. and reduced the number of our subsidiaries by 64, achieving 70% progress towards our target of 25% reduction in the first year of the TNP (not including KIOXIA).
・As publicly announced, KIOXIA has become an independent company under its own management. We are continuing to review options to maximize shareholder value by monetizing our 40.2% stake in KIOXIA, and plan to return the majority of the net proceeds to shareholders.

Financial Strategy
・Last year, we repurchased JPY 700bn of Toshiba shares as part of the TNP, and continue to pay a dividend of JPY 20 per share, despite the COVID-19 pandemic. This share repurchase program was the largest for a Japanese company over the last decade.
・We remain nce the external environment stabilizes, we intend to undertake more proactive portfolio streamlining and divestitures to continuously improve capital allocation in order to further enhance shareholder returns and our long-term value.
・We plan a few billion JPY of “programmatic” M&A annually to gain capabilities and client bases that Toshiba lacks.
・We plan to invest JPY 810bn of CapEx and JPY 900bn of R&D to drive growth from fiscal years 2019 to 2023.

Relisting on the Tokyo Stock Exchange and the Nagoya Stock Exchange First Section
・Relisting on the First Section of the Tokyo Stock Exchange (TSE) and the Nagoya Stock Exchange (NSE) is a key priority for our management team and Board and will provide more liquidity to our stock and establish a broader shareholder base, which can increase shareholder value. The regulator has formally started the review of our applications to relist on the TSE and NSE First Section and we are working diligently to ensure a smooth process.

TOSHIBA’S NEWLY RECONSTITUTED BOARD IS NOW A CORPORATE GOVERNANCE LEADER IN DIVERSITY AND STRUCTURE

Following extensive input from our shareholders last year, we made significant changes to our Board, enhancing both the diversity and structure. As shown below, our Board far exceeds the average across Japanese companies:

 

Toshiba

Nikkei 225

TOPIX 100

NUMBER OF NON-JAPANESE DIRECTORS

33%

(4 out of 12)

3.5%

5.1%

We have four non-Japanese directors out of twelve, representing a third of the Board. – far exceeding the averages of 3.5% among NIKKEI 225 constituent companies and 5.1% in TOPIX constituent companies*1. We also have five international directors.

 

 

Toshiba

Nikkei 225

TOPIX 100

NUMBER OF INDEPENDENT EXTERNAL DIRECTORS

10

3.8

4.2

FIVE OR MORE INDEPENDENT EXTERNAL DIRECTORS

Yes

24.9%

34.7%

PERCENTAGE OF INDEPENDENT EXTERNAL DIRECTORS

83%

(10 of 12)

34.8%

37.2%

We have ten independent directors, representing 83% of the Board, five times the number required by the Tokyo Stock Exchange. Only 8.6% of NIKKEI 225 constituent companies and 14.6% of TOPIX constituent companies have a majority independent Board, and only two companies in the NIKKEI 225 or TOPIX have ten or more independent directors. Our ten independent directors also far exceeds the average number of independent directors among NIKKEI 225 constituent companies (3.8) and among TOPIX constituent companies (4.2). Further, our Board’s current average director tenure is just 2.1 years, and our longest-serving directors have a tenure of under five years. This compares to an average of 3.2 years among NIKKEI 225 and TOPIX constituent companies*2.

 

 

Toshiba

Nikkei 225

TOPIX 100

THREE-COMMITTEE SYSTEM

Yes

13.3%

18.8%

We have adopted a three-committee system, composed of the Compensation Committee, Audit Committee and Nomination Committee, all comprised of independent outside directors. Although only 13.3% of NIKKEI 225 constituent companies and 18.8% of TOPIX constituent companies have this three-committee system. This system is almost universally adopted among the S&P500, which we believe is an asset in attracting institutional investors*3.

 

WE HAVE THE RIGHT CANDIDATES AS WE MOVE TO PHASE TWO OF THE TNP

We are finalizing our TNP Phase 2 plans, and are on track to announce the details in November.

We cannot complete the TNP overnight – this comprehensive set of reforms and growth investments are long-term initiatives to build enduring shareholder value, and requires multi-year focus from our management team and Board.

We are highly confident that our twelve qualified director nominees are the right candidates and have the right mix of skills, experience and new perspectives necessary to continue build upon the achievements from the past year, provide independent oversight of the next phases of the TNP and deliver sustainable long-term growth and value to all of our shareholders.

We encourage all of our shareholders to vote for our director nominees at the Ordinary General Meeting of Shareholders for the 181st Fiscal Period, to be held on July 31, 2020.

On behalf of our Board of Directors, we thank you for your continued support.

Sincerely,

The Toshiba Board of Directors

Yoshimitsu Kobayashi    Junji Ota                      Paul J. Brough
Satoshi Tsunakawa        Nobuyuki Kobayashi    Ayako Hirota Weissman
Nobuaki Kurumatani      Takashi Yamauchi        Jerry Black
Yuki Furuta                    Yoshiaki Fujimori           George Raymond Zage III

 

New Director Candidate

Osamu Nagayama
Mr. Nagayama has extensive management expertise and deep knowledge of the electronics industry. He is currently the Honorary Chairman and has served as Chief Executive Officer of Chugai Pharmaceutical Co., Ltd.  since 2012, and before that as the Company’s Representative Director, President and CEO since 1992. During his 30-year career at Chugai Pharmaceutical, Mr. Nagayama led a number of significant initiatives, including a strategic alliance with Roche in 2002. Mr. Nagayama also served as the former Outside Director and Chairman of the Board of Directors of Sony Corporation from 2013 to 2019. During his time at Sony, he has contributed to the revitalization of the company's business performance. Mr. Nagayama currently serves as the President of the Japan Bioindustry Association, a role he has held since 2009.

Incumbent Director Candidates

Satoshi Tsunakawa
Mr. Tsunakawa has extensive experience in sales, business and strategic planning and played an instrumental role in the recovery of Toshiba with the sale of its Memory business and execution of a substantial capital raise through a new share offering, as well as the sale of Westinghouse-related assets. Mr. Tsunakawa also oversaw the sales of Toshiba Medical Systems Corporation (currently Canon Medial Systems Corporation), where he previously served as President and Chief Executive Officer, as well as Toshiba Lifestyle Products & Services Corporation and Toshiba Visual Solutions Corporation. Mr. Tsunakawa has been at Toshiba for over 40 years, serving in multiple roles, starting his career in the medical equipment business. Mr. Tsunakawa previously served as Representative Executive Officer and President of Toshiba from June 2016 to March 2020. He has been a Director of Toshiba since 2015, and currently serves as Director, Chairman of Toshiba.

Nobuaki Kurumatani
Mr. Kurumatani has extensive leadership experience and deep financial expertise after a distinguished career in banking and finance. Mr. Kurumatani currently serves as Representative Executive Officer and President and Chief Executive Officer of Toshiba. Since joining Toshiba in April 2018, Mr. Kurumatani has been the driving force behind Toshiba’s turnaround. He is leading the execution of the TNP, refocusing the Company and laying out meaningful targets to drive growth and create long-term and sustainable shareholder value, including the announced JPY700 billion share repurchase plan. Prior to Toshiba, Mr. Kurumatani served as Chairman & Co-Representative of private equity firm CVC Asia Pacific (Japan). Before joining CVC Asia Pacific (Japan), he served as Deputy President Executive Officer of Sumitomo Mitsui Financial Group, one of the world’s largest financial institutions, and as Director and Deputy President Executive Officer of Sumitomo Mitsui Banking Corporation (SMBC).

Yuki Furuta
Mr. Furuta is a lawyer with extensive legal and compliance expertise. Mr. Furuta served as a Justice of the Supreme Court of Japan from August 2005 to April 2012, and made decisions in numerous important cases concerning Japan’s Securities and Exchange Act (currently Financial Instruments and Exchange Act), Companies Act and Antimonopoly Act. Before that, Mr. Furuta, served as Deputy Prosecutor-General and Director of the Criminal Division of the Supreme Public Prosecutors Office, and was engaged in the investigation and prosecution of important criminal cases. He has also worked for over two decades for the Criminal Affairs Bureau of the Ministry of Justice, including his position as the Director-General of the Bureau. There, he was deeply involved in enactment of various anti-economic crime legislations in Japan, including those related to the Companies Act, as well as formation of international prevention of money laundering, bribery of foreign public officials, organized crime at the United Nations and other international organizations, and he has deep knowledge and experience in those areas. Mr. Furuta’s expert understanding of corporate legal affairs, dispute proceedings and investigative procedure has helped ensure Toshiba’s legal compliance and adherence to Japan’s Companies Act. Mr. Furuta has served on the Toshiba Board of Directors and as an Audit Committee member since 2015.

Junji Ota
For more than 40 years, Mr. Ota has extensive experience as Managing Director and full-time Audit and Supervisor Board (the corporate audit body authorized by Japan's Company Act) member among other positions of Nippon Steel Corporation (fomerly known as Nippon Steel & Sumitomo Metal Corporation), one of the world’s largest steel manufacturers and its subsidiaries. His long tenure at Nippon Steel Corporation has also given Mr. Ota insight into the practical considerations of operating a Japanese company. Mr. Ota previously served as Chairperson of the Japan Audit & Supervisory Board Members Association, and is considered one of Japan’s pre-eminent Audit and Supervisory Board members. Having served on Toshiba’s Audit Committee for the past two years on a full-time basis, Mr. Ota is well versed in the execution of the company’s business operations and strategy. As a member of the Corporate Governance System Study Group (established by the Ministry of Economy, Trade and Industry), Mr. Ota also has deep knowledge of the governance issues currently facing Japanese corporations.

Nobuyuki Kobayashi
A Certified Public Accountant with over 40 years of experience, Mr. Kobayashi has extensive expertise in accounting and auditing. He is Founder and Chief Executive Officer of Eishin Partners Co., Ltd., a management consulting firm. Prior to founding Eishin, Mr. Kobayashi served at Chuo Audit Corporation (later ChuoAoyama PricewaterhouseCoopers) for over 23 years, as Representative Partner from 1988 until 2006 and as Manager, Investigation Department, Business Management Division, from 2000 until 2006. In 2006 Mr. Kobayashi joined audit firm Crowe Toyo & Co., where he has served as an Advisor from 2017 until 2018.

Takashi Yamauchi
Mr. Yamauchi is the former Executive Vice President and Managing Officer of Mitsui & Co., Ltd., one of the largest general trading companies in Japan, as well as former Chief Executive Officer of Mitsui & Co. (Asia Pacific) Pte. Ltd. As a Full-Time Audit & Supervisory Board Member at Mitsui & Co., Ltd. (since 2015), Mr. Yamauchi has expertise in auditing of wide range of businesses practices. He has over 40 years of demonstrated success in driving strong financial performance at both Japanese and international corporations. Previously, Mr. Yamauchi served in a range of senior positions for the company, including as chief of the company’s Asia Pacific Business Unit, Executive Managing Officer and Chief Operating Officer of the company’s Transportation Logistics Business Unit, and Management Officer and Chief Operating Officer of the company’s Iron & Steel Products Business Unit.

Yoshiaki Fujimori
Mr. Fujimori, having previously served as Senior Vice President of General Electric Company (GE, U.S.) for over ten years. His career with GE spanned almost 25 years, including serving as CEO, Representative Director, Chairman, and President of GE Japan Ltd. and serving as Senior Vice President and Chief Executive Officer of various Asian and global business divisions. Mr. Fujimori has a deep knowledge of the electronic industry, in which Toshiba has operations, from his career in GE. Mr. Fujimori also brings significant Board and advisory experience, currently serving as Outside Director and Chairman of Oracle Corporation Japan, Outside Director of Takeda Pharmaceutical Company Ltd., Outside Director of Boston Scientific Corporation, Senior Executive Advisor for CVC Asia Pacific (Japan) Kabushiki Kaisha and Outside Director of Shiseido Co., Ltd. As the former Representative Director, Chairman and CEO of LIXIL Corporation (currently LIXIL Group Corporation), a Japanese manufacturer of building materials and housing equipment, Mr. Fujimori led the transformation of a legacy business into a global leader of innovative living and housing solutions. He started his career at Nissho Iwai Corporation (currently Sojitz Corporation) in 1975, where he worked for 10 years. He has also served on the Board of Trustees of Carnegie Mellon University since 2004.

Paul J. Brough
Mr. Brough is former Executive Chairman of Noble Holdings Group Ltd., an SGX-listed company that manages a portfolio of global supply chains across a range of industrial and energy products. He is credited with bringing Noble back from the brink of collapse by orchestrating its $3.5 billion debt restructuring in 2018. Mr. Brough also currently serves as an Independent Non-Executive Director of GL Limited., an SGX-listed investment holding company, and Vitasoy International Holdings Ltd., a Hong Kong-listed beverage company and Chief Executive of Blue Willow Limited. With over 25 years of experience as a restructuring specialist, Mr. Brough worked on the liquidation of Lehman Brothers’ assets in Asia in 2008, as the Chief Restructuring Officer of Sino-Forest International Corporation in 2012 after its $4 billion collapse in 2011, and as the Executive Director and Chief Restructuring Officer of China Fishery Group Limited in 2016. Prior to his roles in restructuring, Mr. Brough spent 29 years at KPMG where he served as Asia Pacific Head of KPMG’s Financial Advisory Services, Member of the Global Advisory Steering Group and Regional Senior Partner of KPMG Hong Kong. Mr. Brough is an Associate of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certified Public Accountants and the Hong Kong Securities and Investment Institute.

Ayako Hirota Weissman
Ms. Weissman has over 35 years of investment experience and success, having served in various roles at multiple asset management firms. Ms. Weissman currently serves as Senior Vice President, Director of Asia Strategy and Senior Portfolio Manager at Horizon Kinetics LLC (formerly known as Horizon Asset Management Inc.), a New York-based, independently owned and operated investment adviser. She is also Non-Executive Director of Nippon Active Value Fund plc. Previously, Ms. Weissman was Founder and Chief Investment Officer of AS Hirota Capital Management, LLC. Ms. Weissman also has extensive Japanese experience having served as a Portfolio Manager specializing in Japanese securities for Kingdon Capital Management, LLC, a New York-based hedge fund, and as a Partner and Portfolio Manager of Feirstein Hirota Japan Partners, a Japanese long/short hedge fund. Prior to that, Ms. Weissman was a Managing Director and Senior Portfolio manager at Salomon Smith Barney Asset Management in the U.S. value equity group where she was a founding member of the large cap value equity group, with responsibility for approximately $2 billion in assets. She began her career as a securities analyst covering global technology and consumer sectors at Equitable Capital Management. Ms. Weissman has served as an Independent Outside Director at SBI Holdings, Inc. Ms. Weissman is also a CFA charterholder.

Jerry Black
Mr. Black has over three decades of experience in managing and advising major international businesses, with proven expertise in business transformations, operational execution, supply chain management and mergers and acquisitions. Mr. Black currently serves as Advisor of Aeon Co., Ltd (“Aeon”), the largest retailer in Asia and Japan's largest shopping mall developer and operator. He also previously served as Chairman of Aeon Entertainment, Aeon’s movie and content distribution company, which is the second largest cinema business in Japan. Mr. Black became Aeon’s first-ever non-Japanese executive in 2009, when he was named Chief Strategy Officer, Chief Information Officer and Chief Executive Officer of the company’s ASEAN Division and tasked with building the company’s business overseas. He has served in a number of senior executive positions at the company, including as Group Vice President, Deputy President of Aeon Retail and Group Director of International Affairs, Chief Digital Officer, and Senior EVP responsible for merchandising strategy, Marketing and Information Technology. Before joining Aeon, Mr. Black was the Chief Executive Officer of Kurt Salmon Associates, a global management consulting firm supporting companies in retail, consumer products, and health care, where he advised a wide range of Fortune 500 companies in the areas of merchandising, retail management, sourcing and supply chain management.

George Raymond Zage III
As the Founder and Chief Executive Officer of Tiga Investments Pte Ltd., Mr. Zage has almost three decades of investing, asset management and leadership expertise, with a focus on the infrastructure, manufacturing, energy and real estate sectors across Asia. Mr. Zage is also a Senior Advisor to Farallon Capital Asia, which is responsible for investing capital in Asia on behalf of one of the largest alternative asset managers in the world. Mr. Zage has been involved in investments throughout Asia in both public and private companies across various industries including financial services, infrastructure, manufacturing, energy and real estate. Mr. Zage’s deep experience in international business, portfolio management, business transformation and M&A, as well as his expertise in capital markets and capital allocation, will be important assets as Toshiba executes its business transformation. Previously, he served as Chief Executive Officer, Managing Director and Portfolio Manager of Farallon Capital Asia Pte Ltd. Mr. Zage has a wealth of experience in the investment industry and deep knowledge of the energy sector across the Asia Pacific region. He has been an Independent Non-Executive Director of Whitehaven Coal Limited since 2013, and has recently been appointed as a commissioner of Lippo Karawaci, one of the largest property companies in Indonesia. Prior to joining Farallon Capital Management in 2000, Mr. Zage was a Vice President in the investment banking division of Goldman Sachs in Singapore, where he was responsible for overseeing mergers & acquisitions and corporate finance assignments for companies throughout Asia. Prior to Goldman Sachs Singapore, Mr. Zage worked in the financial institutions group at Goldman Sachs in both New York and Los Angeles, where he focused on bank mergers and acquisitions.


*1 Source: Spencer Stuart (Feb 2020)
*2 Source: Spencer Stuart (Feb 2020)
*3 Source: Spencer Stuart (Feb 2020)

This press release contains forward-looking statements concerning future plans, strategies, and the performance of Toshiba Group. They are not historical facts; rather, they are based on assumptions and judgments formed by the management of Toshiba Group in light of currently available information. They include items which have not been finalized at this point and future plans which have yet to be confirmed or require further consideration. Since Toshiba Group promotes business in various market environments in many countries and regions, its activities are subject to a number of risks and uncertainties which include, but are not limited to, those related to economic conditions, worldwide mega-competition in the electronics business, customer demand, foreign currency exchange rates, tax and other regulations, geopolitical risk, and natural disasters. Toshiba therefore wishes to caution readers that actual results may differ from our expectations. Please refer to the annual securities report (Yuukashoken houkokusho) and the quarterly securities report (shihanki houkokusho) (both issued in Japanese only) for detailed information on Toshiba Group’s business risk.

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