Toshiba 2015 Annual Report Download - page 44

Outside Directors
* Ms. Teruko Noda was an employee of the Company for the period from March 1961 to August 1963. Because over 50 years has passed since she ceased to be the Company’s employee, and she
met the requirements for outside directors prescribed in the Revised Companies Act that was enforced in May 1, 2015, the Company considers Ms. Noda to be a substantive Outside Director
candidate. However, because due to the transitional measures under the Revised Companies Act, Ms. Noda is not an Outside Director under the Companies Act only for the period until the
conclusion of the Ordinary General Meeting of Shareholders scheduled to be held in June 2016, she is expected to assume the same responsibilities as those of the Outside Director as
non-executive Director during that period. Ms. Noda is expected to properly supervise the Company’s management based on her rich experience and knowledge as a certied public accountant.
Amounts of compensation of directors and executive officers for
FY2014
Following careful consideration of changes in the business environment, widely applied improvements to the Financial Instruments and
Exchange Act, and opinions from shareholders, the Company abolished its Countermeasures to Large-Scale Acquisition of Company
Shares at the closing of the Ordinary General Meeting of Shareholders on June 25, 2015.
Directors and executive officers whose total compensation
exceeded ¥100 million for FY2014
Amounts of Compensation
Abolition of Countermeasures to Large-Scale Acquisition of Company Shares (Takeover Defense Measures)
Reasons for Election
Limited Liability Contracts
Messrs. Hiroyuki Itami, Kouichi Ikeda, Yuki Furuta, Yoshimitsu
Kobayashi, Ryoji Sato and Shinzo Maeda are Outside
Directors. The reasons that we selected them as Outside
Directors and that we considered they could properly
The Company has concluded a limited liability contract with
each of 7 directors, Messrs. Hiroyuki Itami, Kouichi Ikeda,
Yuki Furuta, Yoshimitsu Kobayashi, Ryoji Sato, Shinzo Maeda
and Ms. Teruko Noda to limit their liabilities as provided in
perform their duties as Outside Directors are as follows.
Notices have been led regarding those 6 Outside Directors
as being independent directors in accordance with the rules
of the Tokyo Stock Exchange, etc.
Article 423, Paragraph 1 of the Companies Act to 31.2 million
yen or the minimum liability amount stated in Article 425,
Paragraph 1 of the Companies Act, whichever is higher.
Mr. Hiroyuki Itami: Mr. Itami currently properly supervises the Company’s management based on his rich experience and knowledge as
a specialist in business administration and as a manager of a university.
Mr. Kouichi Ikeda: Mr. Ikeda is expected to properly supervise the Company’s management based on his rich experience and
knowledge as a top executive.
Mr. Yuki Furuta: Mr. Furuta is expected to properly supervise the Company’s management based on his rich experience and
knowledge as a specialist in law.
Mr. Yoshimitsu Kobayashi: Mr. Kobayashi is expected to properly supervise the Company’s management based on his rich experience and
knowledge as a top executive.
Mr. Ryoji Sato: Mr. Kobayashi is expected to properly supervise the Company’s management based on his rich experience and
knowledge as a certified public accountant.
Mr. Shinzo Maeda: Mr. Maeda is expected to properly supervise the Company’s management based on his rich experience and
knowledge as a top executive.
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%)
Sakutaro Tanino (After June 2014 when he was elected) Board of Directors 9 times (100%), Audit Committee 10 times (100%)
(Millions of yen)
Position Total
Amount
Fixed
Compensation
Performance-
based
Compensation
Number
of People
Directors
(excluding outside directors)
338 338 —16
Outside directors 62 62 — 5
Executive officers 1,130 1,130 —41
(Millions of yen)
Name Position Company Fixed
Compensation
Performance-
based
Compensation
Total
Amount
Masashi
Muromachi Director Toshiba
Corporation
103 — 103
Hisao
Tanaka
Director Toshiba
Corporation
6 — 114
Executive
officer
108 —
Attendance Record at Meetings of Board of Directors and Audit Committee
43 TOSHIBA Annual Report 2015