Toshiba 2013 Annual Report Download - page 49

Since being appointed outside director in June of last year, I have observed from up close Toshiba’s corporate activities as well as the way the employees
went about their jobs. In a word, my impression is that Toshiba is a company which possesses such Japanese strengths and virtues as world leading
technology and top-notch talent to back up such technological prowess. If Toshiba is able to realize its full potential, it will continue to lead the world for
many years to come. Toshiba is also a serious and straightforward company. This is clearly seen in its approach to Corporate Governance. It adopted at an
early stage a Committee-based governance system and other arrangements to strengthen Corporate Governance. It has also
shown strong commitment to the implementation of these systems by introducing various mechanisms to help outside
directors perform their duties.
Against the background of dramatic changes both at home and abroad, the business environment surrounding Toshiba
is changing at a bewildering pace. In this context, there is an increasing demand for Toshiba’s technology and expertise
domestically and globally, creating new business opportunities for Toshiba. Needless to say, the growth and development of
Toshiba, one of Japan's leading businesses, is of great significance for ensuring the long-term prosperity for Japan.
I would like to continue to state my views in the light of the above
mentioned considerations.
As a Company with Committees, Toshiba has a unique corporate governance system among Japanese companies. In serving now as the Chairman of the
Nomination Committee and a member of the Audit Committee, I realize both committees as well as the Board of Directors firmly observe democratic rules
such as providing members with equal opportunities for speaking freely and respecting each others’ opinions.
From a global perspective, the whole of Japan now stands at a crossroad. The notion that global business expansion is indispensable for Toshiba to
survive is recognized company-wide. In order to realize it, drastic innovations including the reform of company structure,
investment in and development of new technology fields and drastic personnel replacement and allocation are essential.
They should be implemented without a decline in employees’ morale. The important issue is that innovations should be
performed in a way to convince various stakeholders including shareholders.
From the viewpoint of Corporate Governance, it is necessary to pay sufficient attention to prevent the governance
system from flaws or defects in the process of innovation. In respect of CSR, we should not carry out such activities merely for
our self-satisfaction. We should not forget that CSR should improve Toshiba’s image in society, reduce social risk and lead to a
positive outlook for its shareholders.
Perspectives of Outside Directors
Outside Director Hiroyuki Itami
Outside Director Ken Shimanouchi
Outside Director Kiyomi Saito
Almost one year has passed since I became an outside director of Toshiba. Even as an outside director, I can now feel how difficult the top management is
for such a large, diverse and global company as Toshiba. I also have a renewed keen recognition about the two basic points to manage such a complicated
operation from the top: to decide on the major direction the company should take and to empower appropriately the people
in the field. I believe that our role as an outside director is how to assist the top management of Toshiba to do them.
Two utmost challenges for Toshiba today are acceleration of corporate growth and intensification of global
development. Toshiba’s top management of course recognizes this and I share the same view. With Toshiba’s potentials,
these challenges are very well within their reach. The great potentials of Toshiba are the depth of technological accumulation
and the abundance of talented human resources. From time to time, Toshiba will need a major strategic decision to capitalize
on these potentials. When such a decision is called for, the responsibility of The Board of Directors is enormous. I would like to
share that responsibility in my own way.
I am glad to report that we, outside directors, have always received sufficient preliminary explanation and information prior to board meetings and other
important meetings. In addition, as an audit committee member, I had the chance to discuss business with more than 65 leaders of each business unit in
my first year. I am most grateful for the opportunities as I could have learned what was going on at Toshiba much faster than otherwise. I have also
attended dozens of seminars/exhibitions and visited Toshiba plants. Each experience was informative and I enjoyed conversations with various levels of
employees. Out of curiosity, I counted the days I visited Toshiba related facilities in the last 12 months. Believe it or not, it was more than 100 days. It
shows Toshiba’s commitment to the Corporate Governance; Toshiba is determined to take full advantage of outside directors.
My first impression of Toshiba was “sincerity”. Everybody takes work very seriously and thinks out the consequences
before making final decisions. It was refreshing but at the same time, was a little frustrating for an entrepreneur like me. I have
been managing start-up companies in the last 20 years and I tend to take actions before due consideration when an idea
comes to mind. So I admit it is not a fair comment on Toshiba.
I went to stadiums a number of times with my husband to watch Toshiba play rugby, basketball and baseball games. By
cheering and shouting to Toshiba sport teams, we became enthusiastic Toshiba fans. But when it comes to business, I will
remain objective and neutral to fulfill my duty.
Outside Director Takeo Kosugi
Corporate Governance
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TOSHIBA Annual Report 2013