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Corporate Governance

Directors

List of Directors (after June 26, 2019)

1. Directors (12 members)

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

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

One of the 12 directors is female.

Please see here for Directors' careers.

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

Chairman of the Board of Directors Yoshimitsu KOBAYASHI
Nomination Committee Yoshimitsu KOBAYASHI (Chairman)
Junji OTA
Takashi YAMAUCHI
Yoshiaki FUJIMORI
Audit Committee Junji OTA (Chairman)
Yuki FURUTA
Nobuyuki KOBAYASHI
Takashi YAMAUCHI
Compensation Committee Yuki FURUTA (Chairman)
Yoshimitsu KOBAYASHI
Yoshiaki FUJIMORI
Jerry BLACK

Election of 12 Directors

(Source: Convocation Notice of the Ordinary General Meeting of Shareholders for the 180th Fiscal Year)

1.Reasons for Proposal

The term of office of the current 12 Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, it is proposed to elect the following 12 Directors based on a decision by the Nomination Committee.
The Company is in the process of executing the Toshiba Next Plan, a company-wide five-year road map for corporate transformation announced on November 8, 2018, in order to increase shareholder value by maximizing the Company’s corporate value. As the Company enters a new growth phase to execute the Toshiba Next Plan, the Nomination Committee believes that it is essential for the Company’s Directors to have various skill sets to address this new growth phase. Therefore, in connection with the determination of the candidates, the Nomination Committee has proactively considered the composition of the Board of Directors and the new candidates in order to bring the Board of Directors further diversity in terms of deep knowledge and experience in international business, business portfolio management, business transformation and M&A, and expertise in capital markets and capital allocation, as well as gender and international experience as required in the Corporate Governance Code. The Company has also continuously engaged in separate constructive dialogue with its shareholders, carefully considering various feedback from them. As a result, the Nomination Committee proposes that the Board of Directors be structured as follows, and is confident that the 12 candidates in this Proposal are the best suited for achieving sustainable growth and increased shareholder value over the mid- to long-term.

  • (1) The number of Directors will be 12, with only the Representative Executive Officer, Chairman and CEO and the Representative Executive Officer, President and COO being Directors concurrently serving as executive officers. The Company previously set the number of Directors around 11 in order to enable substantive and thorough discussions and maintained the number of Outside Directors at more than half of the Board members in order to ensure effectiveness of oversight and supervision of business execution. The Company’s new Board composition further advances this idea by minimizing the number of Directors concurrently serving as executive officers, while maintaining the current number of Directors.
  • (2) The proposed Board of Directors is innovative in its composition – selecting five international candidates, including non-Japanese candidates, in order to bring further diversity to the Board of Directors and to reflect the composition of the Company’s shareholders, and ensuring that candidates have experience in international business, expertise in business portfolio management, business transformation, M&A, capital markets and capital allocation, which are the skill sets essential to promoting the execution of the Toshiba Next Plan. In addition, of the 12 candidates, seven are newly nominated candidates.

In deciding the candidates for Director, the Nomination Committee judged that the candidates conformed to the Director Nomination Criteria separately designated by the Nomination Committee and that the candidates have the appropriate qualifications for Directors. The specific details of the Director Nomination Criteria and the Independence Criteria for Outside Directors are described as follows.

Director Nomination Criteria

When determining the content of proposals regarding the election of directors, the Company will select candidates who fulfill the following criteria and who are able to appropriately fulfill the duties of monitoring and supervising business execution and determining the direction of management strategies:

  1. Being a respected, dignified, and highly ethical person;
  2. Being responsive to compliance with laws and regulations;
  3. Being in good health to conduct the required duties;
  4. Having the ability to make objective judgments on management issues as well as excellent foresight and vision;
  5. Having no interest in or transaction with the Company’s main business fields that might affect management decisions;
    and
  6. For outside directors, having expertise, insight, and a good track record in a field such as law, accounting, or corporate management.
Independence Criteria for Outside Directors

In addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan, the Nomination Committee will judge any outside director falling under any of the following items to lack independence:

  1. The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company in which the Company currently holds 10% or more of the voting rights.
  2. The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company that currently holds 10% or more of the voting rights of the Company.
  3. The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company whose transactions with the Company in any of the past three fiscal years totaled a monetary amount exceeding 2% of the consolidated net sales of that company or the Company
  4. The outside director currently is or at any point in the past three years has been an executive director, executive officer, or employee of a financial institution from which the Company currently borrows funds equal to 2% or more of its total assets
  5. The outside director has in any of the past three fiscal years received compensation other than director compensation exceeding ten million yen from the Company as a law, accounting, or tax expert or consultant; or an organization to which the outside director belongs has in any of the past three fiscal years received from the Company compensation as a law, accounting, or tax expert or consultant exceeding 2% of the annual revenue of that organization.
  6. In any of the past three fiscal years, the Company has made contributions exceeding ten million yen to the outside director or to a corporation to which the outside director currently belongs or at any point in the past three years has belonged as an officer that executes business or as an employee. However, in case of contributions to a corporation, this applies when the outside director was directly involved in the research, education, or other activity concerning the contributions.
  7. The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company whose outside officers currently include any persons with experience as an officer of the Company that executed business.
  8. The outside director currently is or at any point in the past three years has been a representative officer, officer, or employee of the current accounting auditor (independent auditor) or an accounting auditor (independent auditor) in the past five fiscal years of the Company.

2. Reasons of election as outside directors and their significant concurrent positions

Please see P. 8-14 A separate window will open. of the Convocation Notice of the Ordinary General Shareholders' Meeting for the 180th fiscal Year.

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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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