Toshiba 2012 Annual Report Download - page 46

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Corporate Governance
Toshiba Group promotes corporate governance based on the fundamental policies of enhancing management efficiency,
increasing transparency and maximizing corporate value from the shareholders’ perspective.
Toshiba’s corporate governance follows the fundamental
policies of maximizing corporate value from the
shareholders’ perspective and improving management
e ciency and transparency.
Guided by this, we revitalized the Board of Directors
and reduced its membership with the 1998 introduction of
the executive o cer system. Other management initiatives
followed. In 2000, we voluntarily established a Nomination
Committee and the Compensation Committee. In 2001, we
introduced a system of appointing three outside directors
and reducing the term of office for directors to one year.
And in 2003, following a change in the commercial code, in
another move toward reinforcing management efficiency
and transparency, we introduced the Company with
Corporate Governance Structure
Committees system, pursuant to a resolution approved by
the annual meeting of the shareholders.
As a Company with Committees we separate
functions: basic policy making and supervision of
management are undertaken by the board of directors and
the committees, while executive o cers are responsible for
business operations. This approach has strengthened
management supervision while increasing transparency,
and brought greater  exibility to management.
The Nomination Committee makes proposals on
appointments and dismissals members of the board that
are subject to approval by the meeting of shareholders. The
Compensation Committee decides the individual
remuneration of executive o cers and board members.
General Meeting of Shareholders
Board of Directors/
Directors
Nomination
Committee
Audit
Committee
Compensation
Committee
Decisions on Compensation of
Directors and Executive Ocers
Corporate
Audit Division
President & CEO
Executive Ocers
Divisions
Proposal
Nominations of
Candidates for
Directorships
Appointment
and Dismissal
Appointment and Dismissal
Report
Supervision
Audit
Audit
Cooperation
Audit
Report Report
Toshiba’s Governance System
Corporate Governance
44 TOSHIBA Annual Report 2012