Toshiba 2004 Annual Report Download - page 30

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28
>> Corporate Governance
Toshiba Group’s fundamental principles and goals for corporate governance are management efficiency, increased
transparency, and maximization of corporate value from the standpoint of shareholders.
As part of the management reform undertaken in 1998, Toshiba adopted the executive officer system in order to
clearly separate the decision-making and operational functions. Further management evolution saw the adoption of
the company-with-committees structure in June 2003, a move that strengthened management oversight and in-
creased its transparency, improved management flexibility, and further bolstered the risk compliance structure.
Implementation of corporate governance measures
As of March 31, 2004, the Company had 16 directors, of which seven (four outside directors, the Chairman of the
Board and two internal auditors) do not serve as executive officers.
>> Compliance and Risk Management
By integrating crisis management with a legal compliance structure, corporate regulations and ethical standards,
Toshiba Group is reinforcing its equitable and open management system. The Commercial Code of Japan clearly
states that under the company-with-committees structure, a company must put in place an internal control system
for risk and compliance. Toshiba anticipated these requirements by appointing a CRO (Chief Risk-Compliance
Management Officer) and establishing a Risk-Compliance Committee, strengthening its compliance and risk
management structure. In-house companies also appoint a person to be responsible for risk-compliance, and risk-
compliance committees at each company make and implement decisions for their companies.
Toshiba also initiated a system in January 2000 in which risk-compliance information is disseminated to all
employees. Since that time systems for consultations and anonymous reporting on risk-compliance have been
added, currently operated as a “risk consultation hotline.”
>> Strengthening Disclosure
Toshiba operates globally, working with a wide variety of stakeholders, each with differing needs and values. We
consider it important to provide all stakeholders with adequate disclosure of business strategies, financial data and
other corporate information, and value communication that accurately reflects the concerns of shareholders and all
stakeholders in Toshiba’s corporate management.
Nominating
Committee
Audit Committee
Compensation
Committee
Corporate
Audit Division
Divisions
CEO (President)
(also serving as director)
Executive Officers
(also serving as directors)
Executive Officers
(not serving as directors)
Shareholders
Appoint/Dismiss
Appoint/Dismiss
Oversee
Audit
Internal Audit
Audit
Collaborate
Board of Directors