Toshiba 2012 Annual Report Download - page 48

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The board of directors now has seven non-executive
directors: four outside directors, the chairman of the board
and 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 sta , and the outside directors on the Nomination
Committee and Compensation Committee are also
provided with sta 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 o cer, mainly at the corporate
management meeting, which meets weekly as a general
rule. Other matters are determined by the in-house
company presidents at individual in-house company
management meetings.
Toshiba Group constantly refines its system of internal
controls, towards ensuring management e ectiveness and
efficiency and reliable reporting on operations and
nances, 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/governance/
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 e orts to ensure compliance.
The Risk Compliance Committee, headed by the CRO*,
manages serious risk and compliance issues and works
with the relevant divisions to strengthen the risk
management system by developing countermeasures to
specific risks, plus measures to prevent their spread and
recurrence.
*Chief Risk Compliance Management O cer
Toshiba’s Internal Control Systems
Risk Management
Corporate Governance
46 TOSHIBA Annual Report 2012