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Toshiba Establishes Compliance Advisory Meeting

External Experts to Further Strengthen Three Lines Defense
8 Jul, 2020

TOKYO—Following on from its June 5 announcement of comprehensive measures to bolster internal controls, Toshiba Corporation (TOKYO: 6502) today established a Compliance Advisory Meeting tasked with making recommendations that will help the company to strengthen compliance, improve fraud prevention measures, and support enhancement of internal controls over the medium to long term.

Alongside two outside advisors with considerable expertise in compliance, Hideaki Kobayashi and Hyo Kambayashi, who will provide independent expertise and advice, the committee's members will come from Toshiba's Audit Committee, and it will also include the President and CEO, the company’s Corporate Senior Executive Vice President, the CFO and the Executive Officers responsible for legal affairs and internal audits.

Toshiba Group promotes measures to refine and strengthen its internal controls within three lines of defense, where business operations stand as the first line, corporate administrative divisions are the second line, and the auditing divisions is the third. Each line has defined roles and responsibilities, and clear consultation and report routes, and they complement each other in realizing and promoting effective risk management.

Toshiba’s goal in establishing the Compliance Advisory Meeting is to further enhance the overall effectiveness of the three-line compliance management model by reinforcing the monitoring function of the third line. The advisory meeting is scheduled to deliver its recommendations in the course of this fiscal year.

Commenting on his participation, Mr. Kobayashi said: “I have long been involved in providing companies with advice on risk and compliance, and in that time I have investigated a number of scandals and internal issues. I want to support Toshiba in strengthening its internal controls and three lines of defense with specific and effective recommendations.”

Mr. Kambayashi said: “From the perspectives of an independent third-party, as an accountant, and a representative of a risk consulting firm, I have provided several companies with advice on enterprise-wide risk management, accounting, auditing and internal controls, as an outside director and a member of the audit and supervisory boards. Using this range of experience, I am determined to contribute to Toshiba’s enhancement of compliance and continued improvement of its internal controls.”

Toshiba Group will continue to follow its long-standing policy of placing the highest priority on life, safety and compliance, and to develop and apply measures that strengthen its internal controls and enhance its corporate value.

<Profile of Mr. Kobayashi and Mr. Kambayashi>
Hideaki Kobayashi
Lawyer, Senior Counsel at Nagashima Ohno & Tsunematsu
1980-1983          Public Prosecutor (Tokyo District Public Prosecutors Office, Utsunomiya District Public
                            Prosecutors Office)
1983                   Founded Kobayashi Hideaki Law Office
1988                   Regular Delegate, Dai-Ichi Tokyo Bar Association
1992                   Regular Delegate, Dai-Ichi Tokyo Bar Association
1993                   Member of the Discipline Maintenance Committee, Dai-Ichi Tokyo Bar Association
2000                   Founded Kobayashi & Associates Law Office
2007-2010          Member of the Board of Governance, NHK (Japan Broadcasting Corporation)
                           (concurrently served as a member of the Audit Committee, 2008-2010)
2015                   Head of External Investigation Team on false certification of seismic isolation rubber
2013-2019          Partner, Nagashima Ohno & Tsunematsu
2020-present      Senior Counsel, Nagashima Ohno & Tsunematsu

Hyo Kambayashi
Certified public accountant, Chairman and Senior Managing Director of Protiviti LLC
1991                   Worldwide Partner, Arthur Anderson
1993                    Senior Partner, Asahi & Co.
2001                   Board Member, Anderson Worldwide Organization
                           Advisor to Investigation Committee by Ministry of Foreign Affairs of Japan
2003                   President and Representative Director, Protiviti Japan Co., Ltd.
2004                   Visiting Professor, Tama Graduate School of Business
2005                   Representative Director, Robert Half Japan
2010                   Visiting Professor, Aoyama Gakuin University Graduate School of Professional Accountancy
2011                   President and Chief Executive Officer, Protiviti LLC
2016-present      Chairman and Senior Managing Director, Protiviti LLC
2016                   Chairman, Japan Internal Control Research Association
2017-present      Representative Partner, ERM Management Research LLC
2017-present      Outside Audit and Supervisory Board Member (part-time), Sojitz Corporation
2018-present      Outside Director and Audit and Supervisory Committee Member,
                           Murata Manufacturing Co., Ltd.

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Information in the news releases, including product prices and specifications, content of services and contact information, is current on the date of the press announcement, but is subject to change without prior notice.

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