Toshiba 2011 Annual Report Download - page 44

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Corporate Governance
Toshiba Group constantly refines its system of
internal controls, towards ensuring management
effectiveness and efficiency and reliable reporting
on operations and finances and to secure high
level legal compliance and risk management.
We also ensure that domestic Group
companies, regardless of the scale of their
operations, establish internal control systems
based on those of the parent company.
The following website provides detailed
information on the structure of our internal control
systems.
http://www.toshiba.co.jp/about/ir/en/policy/
governance_system.htm
At Toshiba, throughout our worldwide operations,
we strive to ensure compliance with laws and
regulations, social and ethical norms, and internal
rules. According top priority to human life and
safety and to compliance in everything we do
underpins our commitment to promoting
business activities through fair competition and
serving the interests of customers to the best of
our ability.
We consider thorough adherence to the
Toshiba Group Standards of Conduct (SOC), which
embodies the Basic Commitment of the Toshiba
Group, to be the foundation of our compliance.
Thus we are working toward the SOC becoming
an integral part of the entire Toshiba Group. Every
year, priority themes regarding compliance are
established and promoted in light of business
circumstances. By implementing a Plan-Do-Check-
Action (PDCA) cycle of self-assessment, not only at
each in-house company but also at group
companies worldwide, we are stepping up our
efforts to ensure compliance.
The Risk Compliance Committee, headed by
the CRO*, manages serious risk and compliance
issues and works with each relevant division to
strengthen the risk management system by
Toshiba’s Internal Control Systems
Risk Management
Furthermore, the Toshiba’s Nomination
Committee is also responsible for making
proposals on the appointment and removal of the
president and chief executive officer and the
members of the other committees.
The board of directors now has six
nonexecutive directors: three outside directors, the
chairman of the board, two members of the Audit
Committee appointed from in-house.
The three committees—the Nomination
Committee, the Audit Committee and the
Compensation Committee—all have a majority of
outside directors.
The three outside directors who serve on the
Audit Committee are supported by the
committee’s dedicated, full-time staff, and the
outside directors on the Nomination Committee
and Compensation Committee are also provided
with staff support.
As a company with Committees, Toshiba
delegates operational decision-making to
executive officers. The board plays a supervisory
role in respect of operations, retaining the right of
final decision only in such matters that might have
a considerable impact on shareholder value.
In respect of operations, decisions on key
matters are made by the chief executive officer
mainly at the corporate management meeting,
which meets weekly as a general rule. Other
matters are determined by in-house company
presidents at individual in-house company
management meetings.
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