Toshiba 2015 Annual Report Download - page 43

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At Toshiba, the Nomination Committee, the Audit Committee and the Compensation Committee are
composed, in principle, only of independent Outside Director members.
Composition of Committees
Nomination Committee: Yoshimitsu Kobayashi (Chairman), Hiroyuki Itami, Kouichi Ikeda, Ryoji Sato and Shinzo Maeda
Audit Committee: Ryoji Sato (Chairman), Teruko Noda, Hiroyuki Itami and Yuki Furuta
Compensation Committee: Yuki Furuta (Chairman), Teruko Noda, Kouichi Ikeda, Yoshimitsu Kobayashi and Shinzo Maeda
Nomination of Candidates
for Directorships
General Meeting of Shareholders
Board of Directors/
Directors
Nomination Committee Audit Committee
Audit Committee Office
Internal Audit Division
Compensation Committee
Decision on Compensation of
Directors and Executive Officers
President & CEO
Executive Officers
Divisions
Proposal
Appointment
and
Dismissal
Appointment and
Dismissal
Report
Supervision
Audit Audit
Deliberations and/or
decision-making on legal
subjects and/or
important subjects
Audit
Exercise Rights to Investigate
Report Report
Corporate Governance Structure
I .
Composition of the Board of Directors, Reinforcement
of the Board of Directors’ Supervisory Function
(1) Composition of the Board of Directors
Reducing the number of members of the Board of
Directors to 11 people
Increasing the ratio of Outside Directors to more than half
Ensuring the composition of a Board of Directors that
takes the expertise of its members into account
Enabling an Outside Director to become Chairman of
the Board of Directors
(2) Reinforcement of the Board of Directors’ Supervisory
Function
Reinforcement of the support structure for Outside
Directors
Establishment of ‘Executive Sessions’
II.
Reinforcement of the Audit Committee’s
Supervisory Function
(1) Composition of the Audit Committee
The Audit Committee composed, in
principle, only of independent Outside
Director members
The Audit Committee composed of
Outside Directors with a high level of
expertise
(2) Reinforcement of the audit function of
the Audit Committee
Reinforcement of the Audit Committee
Office
Reinforcement of the audit function of
the Audit Committee through establishment
of an internal reporting system
Securing the independence of the Audit
Committee Office
Elimination of the Corporate Audit
Division, establishment of the Internal
Audit Division, and direct control of the Audit
Committee
Reinforcement of the audit function in accounting and
compliance inspections by the Internal Audit Division
Reinforcement of accounting audits and compliance
inspections in in-house companies
Securing the independence of the Internal Audit Division
III.
Reinforcing the Nomination Committee and ensuring
the transparency of nomination procedures
(1) Composition of the Nomination Committee
The Nomination Committee composed, in principle,
only of independent Outside Director members
(2) Ensuring the fairness of nomination procedures
Formulation of a Succession Plan
Clarification of the basis for election and appointment
of Executive Officers and Representative Executive
Officers and election and appointment processes
42
TOSHIBA Annual Report 2015