Toshiba 2014 Annual Report Download - page 65

where Ms. Kiyomi Saito serves as president. The Company
has made a donation to the support the refurbishment of
the Japan China Friendship Center, a public interest
incorporated foundation that Mr. Tanino serves as the
adviser. Since the donation is below one million yen, it does
not interfere with the Group’s independence. Other positions
held by candidate outside directors do not affect their
independence because those positions are as outside
auditors and they have no involvement with business
operations. Other positions held by outside directors do not
affect their independence because those positions are as
outside auditors, etc., and the outside directors are not
involved in business operations.
Main activities
In FY2013, the Board of Directors met 13 times, and the
Audit Committee 14 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 officers 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 sta
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.
Limited liability contracts
The Company has signed a limited liability contract with
each of the four outside directors, Messrs. Hiroyuki Itami,
Ken Shimanouchi, Ms. Kiyomi Saito and Mr. Sakutaro Tanino,
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.
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 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 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.,
Attendance record at meetings of Board of Directors and Audit Committee
Takeo
Kosugi
Board of Directors 12 times (92%)
Audit Committee 14 times (100%)
Hiroyuki
Itami Board of Directors 13 times (100%)
Ken
Shimanouchi
Board of Directors 13 times (100%)
Audit Committee 14 times (100%)
Kiyomi
Saito
Board of Directors 13 times (100%)
Audit Committee 14 times (100%)
Kiyomi Saito
Ms. Saito holds a Master of Business Administration (MBA) from
Harvard Business School, and currently carries out appropriate
supervision of the Company’s management based on her rich
experience and knowledge as a top executive.
[ Career Highlights ]
[ Signi cant concurrent positions ]
President, JBond Totan Securities Co., Ltd.
President, the Totan Information Technology Co. Ltd.
Outside auditor, Showa Denko K.K.
Sakutaro Tanino
Mr. Tanino is expected to provide appropriate supervision of the
Company’s management based on his rich experience and
knowledge as a diplomat
[ Career Highlights ]
[ Signi cant concurrent positions ]
Adviser, Japan–China Friendship Center
Outside Director, Alconix Corp.
Outside Director, Suzuki Mortor Corp.
April 1973 Joined Nikkei Inc.
September 1975 Joined Sony Corporation (until June 1979)
August 1984 Joined Morgan Stanley (until February 1992)
April 2000 - Present President, JBond Co., Ltd. (renamed JBond Totan Securities
Co., Ltd. in April 2008)
April 2011 - Present President, the Totan Information Technology Co., Ltd.
June 2012 - Present Outside Director of the Company
April 1960 Joined the Ministry of Foreign A airs of Japan
June 1989 Director- General, Asian A airs Bureau, Ministry of Foreign
A airs of Japan
July 1992 Chief Cabinet Councilors' Office on External Affairs,
Cabinet Secretariat
September 1995 Ambassador of Japan to India and Bhutan
April 1998 Ambassador of Japan to the People’s Republic of China
(until March 2001)
June 2001 Director of the Company (until June 2007)
April 2002 Visiting Professor, Graduate School of Asia-Paci c Studies,
Waseda University (until March 2007)
Corporate Governance
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TOSHIBA Annual Report 2014