Toshiba 2015 Annual Report Download - page 11

I. Composition and Reinforcement of the Board of Directors’ Supervisory Functions
The Company reconrmed that the Board of Directors has to “monitor and supervise business execution” and “determine the
Company’s basic strategies,” and is implementing the policies described below.
Composition of the Board of Directors
i. Reduced the Board of Directors to 11 people
To ensure substantive and productive deliberations, the Company reduced membership of the Board of Directors from 16 to
11 people (the Articles of Incorporation states “20 people or less”).
ii. Increased the ratio of Outside Directors to more than half
To secure an eective “monitor and supervise business execution” function, the Company decided that outside directors will
constitute over half the members of the Board of Directors.
iii. Ensuring the composition of a Board of Directors that takes the expertise of its members into account
Recognizing the inadequacies in its accounting audit function and compliance inspections, the Company appointed outside
directors who are management executives, legal and accounting professionals, or experts in other areas, in order to diversify
the composition of the Board of Directors.
iv. Enabling an Outside Director to become the Chairman of the Board of Directors
The Company’s amendment to its Articles of Incorporation allowing the appointment of an outside director as the chairman of
the Board of Directors was approved at the Extraordinary General Meeting of Shareholders. Subsequently, Mr. Shinzo Maeda,
an Outside Director, was appointed as Chairman of the Board of Directors.
Reinforcement of the Board of Directors’ Supervisory Function
i. Reinforcement of the support structure for Outside Directors
The function and headcount of the Audit Committee Oce was expanded in order to provide support for outside directors. By
utilizing independent outside experts (including attorneys-at-law and certied accountants) and others, the Audit Committee
Office reinforces its powers of investigation. This provides the outside directors with stronger report collection and
investigation abilities.
ii. Establishment of ‘Executive Sessions’
The Company established ‘Executive Sessions,’ meetings that consist of outside directors to stimulate their information
exchanges and to increase their understanding of the Company’s business.
The Company has determined, based on the discussions by the Management Revitalization Committee, the basic policies
described below, and has been implementing them in sequence.
II. Reinforcement of the Audit Committee’s Supervisory Function
The Company has implemented the measures described below to reinforce the internal controls (audit function) managed by
the Audit Committee.
Composition of the Audit Committee
i. The Audit Committee composed, in principle, only of independent Outside Director members
In principle, all members of the Audit Committee, around ve in number, must be independent outside directors.
ii. The Audit Committee composed of Outside Directors with a high level of expertise
Members of the Audit Committee must include outside directors with a high level of expertise and extensive experience in the
elds of accounting, law or management, so as to reinforce the functions of accounting auditing and compliance inspections.
Reinforcement of the audit function of the Audit Committee
i. Reinforcement of the Audit Committee Oce
To ensure that the Audit Committee Oce is able to collect reports and conduct investigations based on instructions from the
Audit Committee, the Company increased the size of the Audit Committee Oce’s sta, expanded opportunities to use outside
experts, and implemented other measures. The Company also appointed the executive ocer in charge as the head of the
Audit Committee Oce.
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TOSHIBA Annual Report 2015