Toshiba 2013 Annual Report Download - page 48

Download and view the complete annual report

Please find page 48 of the 2013 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 144

  • 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
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144

Main activities
In FY2012, the Board of Directors met 13 times, and the
Audit Committee 13 times, and the outside directors
commented as necessary. The outside directors received
advance explanations about matters to be resolved at
board meetings from the relevant personnel. They also
attended the monthly liaison conferences of executive
o cers as a means to communicate and share information
with the executive o cers. The outside directors who were
members of the Audit Committee were supported by the
full-time staff of the Audit Committee Office. The outside
directors who were members of the Nomination
Committee or the Compensation Committee were
supported by the relevant personnel.
Independence
The four nominees for outside director—Messrs. Takeo
Kosugi, Hiroyuki Itami, Ken Shimanouchi and Ms. Kiyomi
Saito—meet the criteria for independent directors,
including the requirements of the Tokyo Stock Exchange,
and as they pose no risk of any con icts of interest with the
interests of the general shareholders, Toshiba has filed
declarations naming all the four of them as independent
directors, as prescribed by Article 436-2 of the Security
Listing Regulations of the Tokyo Stock Exchange.
There is no business relationship between the
Company and any of Matsuo & Kosugi, where Mr. Takeo
Kosugi is a partner and attorney-at-law; Tokyo University of
Science, where Mr. Hiroyuki Itami is the Dean, Graduate
School of Innovation Studies; or JBond Totan Securities Co.,
Ltd. or Totan Information Technology Co. Ltd., where Ms.
Kiyomi Saito serves as president. Other positions held by
outside directors do not a ect their independence because
those positions are as outside auditors, etc., and the
outside directors are not involved in business operations.
Limited liability contracts
The Company has signed a limited liability contract with
each of the four outside directors, Messrs. Takeo Kosugi,
Hiroyuki Itami, Ken Shimanouchi and Ms. Kiyomi Saito, to
limit their liabilities as provided in Article 423, Paragraph 1
of the Companies Act to ¥31.2 million or the minimum
liability amount stated in Article 425, Paragraph 1 of the
Companies Act, whichever is larger.
Name Attendance record at meetings of Board of Directors and Audit Committee
Takeo Kosugi Attended meetings of the Board of Directors 12 times (92%) and of the Audit Committee 12 times
(92%).
Hiroyuki Itami Attended meetings of the Board of Directors nine times (90%) after being nominated as a director
in June 2012.
Ken Shimanouchi Attended meetings of the Board of Directors nine times (90%) and of the Audit Committee nine
times (100%) after being nominated as a director in June 2012.
Kiyomi Saito Attended meetings of the Board of Directors 10 times (100%) and of the Audit Committee nine
times (100%) after being nominated as a director in June 2012.
Corporate Governance
46 TOSHIBA Annual Report 2013