Toshiba 2012 Annual Report Download - page 47

After three years as an outside director, I feel that understanding
and advising on the diverse product range and the global scope
of Toshiba Group is a great responsibility as a lawyer. Last year,
the year of Great East Japan Earthquake and the floods in
Thailand, I offered appropriate advice on the various
divestments and major acquisitions, primarily from a legal
perspective. Many countries are now strengthening
enforcement of antitrust laws and I have advised on how to
observe these developments and respond from a global
perspective. As Toshiba expands globally and into Asia’s
emerging economies, I have drawn attention to need to
strengthen local governance rather than manage these affairs
from Japan. This is an important issue I will continue to follow.
My impressions of Toshiba always remain the same: top
management engages in lively discussions and opinion
exchanges on serious issues. The outside directors also express
their views, and I think we fulfill an important role. I have a
sense that Toshiba makes a real effort to understand the
opinions of the outside directors, to respect them and put them
into practice.
As Toshiba’s businesses continue to expand and globalize,
the outside directors and executive directors must
communicate with one another even more effectively. As three
new outside directors will be appointed this year, now is a good
time to address the issue in order to further enrich information
sharing and so on among the board. Furthermore, for the first
time ever, Toshiba will appoint a female outside director, a
significant development in terms of diversity. Governance is not
merely about keeping up appearances, it is important that it
functions adequately.
I will continue to express my
views in order to further enhance
governance in Toshiba.
Perspectives of Outside Directors
Outside Director Takeo Kosugi
Toshiba is a leading Japanese company who pursues a global strategy adapting to the changing structure
of Japanese industry. Toshiba also spearheads in corporate governance as a Company with Committees by
devising various mechanisms to make its system effective, such as mandating the Nomination Committee
to nominate not only the directors but also the president.
I have met successive generations of Toshiba’s management on many occasions, though at that point
without any idea about myself joining the management of Toshiba itself. I have written books about the
semiconductors, computer and VCR industries, but from an outsider’s perspective. Now, I hope to gain a
good understanding of Toshiba’s management as an insider and contribute to the company’s development
by providing opinions on the fundamental policies of its management. Outside Director Hiroyuki Itami
Recent years have seen rapid structural changes in the international community. Increased uncertainty
surrounds the developed nations, especially the EU, and the emerging economies are attracting attention
as the new drivers of the global economy. In these circumstances, the role of science and technology
innovation in enriching lives is more important than ever. As a diplomat who has visited many countries, I
know that the superior technology and diligence of Japan attracts high praise. Toshiba is rich in practical
experience and advanced technology that the world needs and I am confident that the company will really
shine in coming years. I hope that I contribute by utilizing my overseas experience.
Outside Director Ken Shimanouchi
Since March 11, 2011, we often hear the phrase, “beyond expectations.” It is used almost as a convenient
excuse for oversight. When encountered an unexpected problem, I often tell myself that CEO’s job is to
manage the unexpected and gather up all my courage and energy to cope with the issue. Well, it is easier
said than done.
To prepare for unexpected and manage in an orderly fashion, you need diverse talents who would
see things from various perspectives. I am a little bit of maverick for Toshiba; finance background,
entrepreneur, small business owner and woman. And that should be my value for Toshiba. I will try my best
to reduce “unexpected” and contribute to the management.
Outside Director Kiyomi Saito
Regarding aspirations for the future
Corporate Governance
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TOSHIBA Annual Report 2012