Toshiba 2014 Annual Report Download - page 62

the Audit Committee and the Compensation Committee—
all have a majority of outside directors, and outside directors
chair both the Nomination Committee and the
Compensation Committee.
Nomination Committee:
Sakutaro Tanino (Chairman of the Committee, OD),
Masashi Muromachi, Hiroyuki Itami (OD)
Audit Committee :
Makoto Kubo (Chairman of the Committee),
Seiya Shimaoka, Ken Shimanouchi (OD),
Kiyomi Saito (OD), Sakutaro Tanino (OD)
Compensation Committee :
Ken Shimanouchi (Chairman of the Committee, OD),
Masashi Muromachi, Hisao Tanaka, Hiroyuki Itami (OD),
Kiyomi Saito (OD)
*OD : outside director
The 3 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.
Under its Company with Committees system, Toshiba
delegates operational decision-making to executive o cers.
The board plays a supervisory role in respect of operations,
retaining the right of  nal 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 in-house company
presidents at individual in-house company management
meetings.
Toshiba Group constantly refines its system of internal
controls toward ensuring management effectiveness and
e ciency 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/jp/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. We are therefore working to establish the
SOC as 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
each relevant division to strengthen the risk management
system by developing countermeasures to speci c risks, plus
measures to prevent their spread and recurrence.
* Chief Risk Compliance Management O cer
Toshiba’s Internal Control Systems
The Corporate Audit Division, now staffed by 44 people,
reports directly to the president. It is responsible for internal
audits from the perspectives of appropriate operational
procedures, accountability of results and legal compliance.
The Division holds advance discussions with the Audit
Committee on each year’s audit policy and plans. It also
holds semimonthly liaison meetings with the Audit
Committee for pre-audit discussions and to share
information on the divisions subject to audit.
The Corporate Audit Division carries out on-site inspections
and reports its results to the Audit Committee. However, if it
deems it necessary, the Audit Committee has the right to
carry out its own on-site inspections.
Furthermore, in addition to receiving explanations
from independent auditors (CPA) on their audit plans at the
beginning of each  scal year, the Audit Committee can also
Status of Internal Audits and
Audits by the Audit Committee
Risk Management
Corporate Governance
60 TOSHIBA Annual Report 2014