Toshiba 2009 Annual Report Download - page 32

Download and view the complete annual report

Please find page 32 of the 2009 Toshiba annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 108

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108

For the purpose of improving management
mobility, enhancing the management
supervisory function, and increasing
transparency, Toshiba made the transition to a
Company with Committees system in June 2003.
The board now has 14 directors, seven of them
non-executive officers. Each of the three
committees has a majority of outside directors,
and the Nomination Committee and
Compensation Committee are both chaired by
outside directors.
30
Corporate Governance
Corporate Governance
Audit
Audit
Audit
Audit
Divisions
President
& CEO
Executive
Officers
Cooperation
Appointment and Dismissal
Appointment/Dismissal
Supervision
Corporate Audit Division
Directors
Board of
Directors
General Meeting of Shareholders
Nomination
Committee
1 internal director,
2 outside directors
(
(
Compensation
Committee
2 internal directors,
3 outside directors
(
(
Audit
Committee
2 internal directors,
3 outside directors
(
(
Corporate Governance Structure
TOSHIBA’S CORPORATE GOVERNANCE INITIATIVES
Q. Please explain Toshiba’s attitude toward corporate governance, and areas where you think you can make
a contribution as an outside director.
Outside Director
Hiroshi Hirabayashi
A. Toshiba focuses on CSR management, including environmental measures, and
has earned high evaluations from many independent organizations.
Compliance forms the foundations of the Company’s CSR management, and
from what I have seen they make constant efforts to assure proper operation of
its internal control systems, and to make sure that a law-abiding spirit
permeates the Group. Through my work at the Ministry of Foreign Affairs and
overseas missions, I have long experience in diplomacy, and I was always aware
of compliance when I carried out my work. As an outside director, I consider the
recent growth in overseas business, and express opinions towards ensuring
that all employees understand Toshiba as a global corporation, and thoroughly
understand and observe compliance. I make proposals to assure that everyone
in the group gives first priority to compliance in promoting business.
Toshiba’s Governance System
Toshiba promotes corporate governance based on the fundamental
policy and objectives of enhancing management efficiency, increasing
transparency, and seeking to maximize corporate value from the share-
holders’ perspective.