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Corporate Governance

Directors

List of Directors (after April 14, 2021)

1. Directors (11 members)

Name Corporate
management
Law and
compliance
Accounting and
auditing
Diversity* M&A Corporate
restructuring
Capital
markets
International
business
experience
Satoshi TSUNAKAWA
(Chairman,
Representative Executive Officer,
President and CEO)
     
Yuki FURUTA            
Junji OTA        
Nobuyuki KOBAYASHI            
Takashi YAMAUCHI        
Yoshiaki FUJIMORI      
Paul J. BROUGH    
Ayako Hirota WEISSMAN          
Jerry BLACK    
George Raymond ZAGE III      
Osamu NAGAYAMA          

* Diversity indicates diversity of gender, ethnicity, nationality, and other identities.

One of the 11 directors is female.

Please see here for Directors' careers.

2. Chairperson of the Board of Directors/Members of Committees

Chairperson of the Board of Directors Osamu NAGAYAMA
Nomination Committee Osamu NAGAYAMA (Chairperson)
Junji OTA
Takashi YAMAUCHI
Yoshiaki FUJIMORI
Ayako Hirota WEISSMAN
Audit Committee Junji OTA (Chairperson)
Yuki FURUTA
Nobuyuki KOBAYASHI
Takashi YAMAUCHI
Compensation Committee Yuki FURUTA (Chairperson)
Yoshiaki FUJIMORI
Jerry BLACK
Osamu NAGAYAMA

Reasons of election as outside directors and their significant concurrent positions

(Source: Corporate Governance Report (published on August 25, 2020))

Name Supplementary Explanation of the Relationship Reasons of Appointment
Yuki
FURUTA
Mr. Yuki FURUTA is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. Mr. Yuki FURUTA is appropriately supervising the management of the Company based on his extensive experience as a legal expert and broad expertise in corporate legal matters and corporate governance.
He does not maintain relationships, transactions, or ot her significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Junji
OTA
Mr. Junji OTA is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
He served as an executive of Nippon Steel Corporation, a business partner of the Company, in the pas t, but ten years have passed since his resignation as an executive, and the volume of transactions between that company and the Company is less than 1% of each party's consolidated net sales, and therefore has no significant impact on his independence as an outside director.
[Significant concurrent positions]:
Outside Director, Heiwa Real Estate Co., Ltd.
Mr. Junji OTA is appropriately supervising the management of the Company based on his experience as an executive, including corporate planning at a large manufacturing company, and extensive experience and broad expertise as an officer of the Japan Audit & Supervisory Board Members Association.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Nobuyuki
KOBAYASHI
Mr. Nobuyuki KOBAYASHI is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
[Significant concurrent positions]:
Representative Director & President, Eishin Partners Co., Ltd.
Outside Director (Audit and Supervisory Committee member), Imagineer Co., Ltd.
Mr. Nobuyuki KOBAYASHI served as the representative of a mid-to-large size accounting firm in Japan in the past, has deep expertise in finance, accounting, and auditing, and is appropriately supervising the management of the Co mpany and its accounting auditor based on his extensive experience and broad expertise as a certified public accountant.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Takashi
YAMAUCHI
Mr. Takashi YAMAUCHI is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
He served as an executive of MITSUI & CO., LTD., a business partner of the Company, in the past, but five years have passed since his resignation as an executive, and the volume of transactions between that company and the Company is less than 1% of each party's consolidated net sales, and therefore has no significant impact on his independence as an outside director.
Mr. Takashi YAMAUCHI has strong expertise in the management practices of Japanese companies, deep international business experience, and expertise in the auditing of Japanese companies involved in a wide range of businesses, and is appropriately supervis ing the management of the Company based on his extensive experience and broad expertise.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Yoshiaki
FUJIMORI
Mr. Yoshiaki FUJIMORI is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
He served as an executive of LIXIL Group Corporation , General Electric Company and its Japanese subsidiaries , a business partner of the Company, in the past, but five years have passed since his resignation as an executive, and the volume of transactions between that company and the Company is less than 1% of each party's consolidated net sales, and therefore has no significant impact on his independence as an outside director.
[Significant concurrent positions]:
Outside Director, Takeda Pharm aceutical Company Limited
Outside Director, Boston Scientific Corporation
Senior Executive Advisor, CVC Asia Pacific (Japan) Kabushiki Kaisha
Outside Director and Chairman, Oracle Corporation Japan
Outside Director, Shiseido Co., Ltd.
Senior Executive Adviser, Genpant Limited
Mr. Yoshiaki FUJIMORI has deep experience in international business regarding the electronics industry, which is the Company's main business area. In addition, he is an expert in the management of large Japanese companies through his experience as CEO and outside director of leading Japanese listed companies.
He is appropriately supervis ing the management of the Company based on his experience in international business and extensive experience and broad expertise as a top management of large companies.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Paul J.
Brough
Mr. Paul J. BROUGH is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
[Significant concurrent positions]:
Independent Non Executive Director, GL Limited
Independent Non Executive Director, Vitasoy International Holdings Limited
Chief Executive, Blue Willow Limited
Mr. Paul J. BROUGH is a Chartered Accountant in the United Kingdom. He has significant expertise in finance and accounting, deep experience in M&A and business restructuring as a financial advisor and as a Chief Restructuring Officer for a number of companies, and has experience in international business from serving in positions such as executive director for multinational companies.
He is appropriately supervis ing the management of the Company based on his experience in international business, deep experience in M&A and business restructuring, and extensive experience and broad expertise as a management executive.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Ayako
Hirota
Weissman
Ms Ayako Hirota WEISSMAN is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
[Significant concurrent positions]:
Senior Vice President, Senior Portfolio Manager and Director in charge of Asia Strategy, Horizon Kinetics LLC
Non Executive Director, Nippon Active Value Fund plc
Ms. Ayako Hirota WEISSMAN has many years of experience in many aspects of the investment business, including her experience investing in both Japanese and foreign stocks, giving her particularly deep experience and expertise in the area of investment. In addition to her experience in international business, she is an expert in Japanese business through her experience as an outside director of a Japanese company. She is appropriately supervis ing the management of the Company based on her extensive experience and broad expertise.
She does not maintain relationships, transaction s, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Jerome
Thomas
Black
Mr. Jerome Thomas BLACK is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
He has served as an executive of Aeon Co., Ltd., a business partner of the Company, in the past, but the volume of transactions between that company and the Company is less than 1% of each party's consolidated net sales, and therefore has no significant impact on his independence as an outside director.
[Significant concurrent positions]:
Advisor, Aeon Co., Ltd.
Mr. Jerome Thomas BLACK has experience in an international consulting firm, and has worked for many years in the business execution of Japanese companies.
He has experience in business execution as a manager of group strategy and IT/digital business, strong expertise in the management of Japanese companies, and experience in international business, and is appropriately supervis ing the management of the Company based on his extensive experience and broad expertise.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
George
Raymond
Zage III
Mr. George Raymond ZAGE III is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
[Significant concurrent positions]:
Independent Non Executive Director of Whitehaven Coal Limited
Founder and CEO, Tiga Investments Pte. Ltd.
Commissioner(Non Executive), PT Lippo Karawaci Tbk
Mr. George Raymond ZAGE III has experience investing in a number of listed and unlisted companies, and also in startup investment and investment for corporate rehabilitation, through his work with a prominent investment fund group. With his experience in investment fund, he is expected to bring his expertise in business portfolios, business restructuring, M&A, capital markets, and capital allocation to the Board of Directors, and is appropriately supervising the management of the Company.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
He was the managing member of Farallon Capital Asia Pte. Ltd., part of the Co mpany's major shareholder Farallon Capital Group, until August 2018. Because Farallon Capital Group holds less than 10% of the voting rights of the Company, this does not affect his independency.
He has indicated his intention to perform his duties as a director for the Company, and not any specific shareholder.
Osamu
NAGAYAMA
Mr. Osamu NAGAYAMA is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges.
[Significant concurrent positions]:
Senior Adviser (Honorary Chairman), Chugai Pharmaceutical Co., Ltd.
President, Japan Bioindustry Association
Chairman, Tokyo Biochemical Research Foundation
Mr. Osamu NAGAYAMA has extensive experience and broad expertise in management as the CEO of the global corporation Chugai Pharmaceutical Co., Ltd. and deep familiarity with the electronics industry from his experience as an outside director of Sony Corporation, and because he is expected to appropriately supervise the management of the Company.
He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.

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