Toshiba Corporate Governance Policy
The basic policy and objectives of Toshiba's corporate governance are to realize sustainable growth and raise the enterprise value of the Group over the medium- to long-term, and to contribute to the interests of all stakeholders, including shareholders, investors, employees, customers, business partners, creditors, and local communities. Under this policy, as we put importance on the board’s function to oversee business execution by the executives, we adopt a company with three committees, etc., system that delegates business execution decisions to executives, allowing the board to concentrate on monitoring and supervising execution and determining basic strategy.
Toshiba has also established "Corporate Governance Guidelines" that form the framework of governance of the Company.
- Corporate Governance Report (August 16, 2022) [PDF 932KB/36 pages]
- Corporate Governance Guidelines (May 13, 2022) [PDF 223KB/13 pages]
Toshiba's Governance Structure
Toshiba emphasizes the supervisory function of the Board of Directors over business execution, and to the extent possible delegates decisions on the execution of business to responsible executives. For this reason, Toshiba has adopted the company with a nomination committee, etc., system. The main missions of the Board of Directors are to determine the company strategy in such areas as basic management policy, and to monitor and supervise Executive Officers and Directors in the execution of their duties.
The ability of the Board of Directors to carry out monitoring and supervisory functions in an appropriate manner is ensured by a board with a majority of outside directors (10 outside directors of 12 in total, as of June 2022). In addition, the Board of Directors has established Nomination, Auditing, and Compensation Committees, all comprised only of outside directors, which further enhances management transparency. In addition to the committees stipulated by law, the Board of Directors has established Special Committee comprised only of outside directors.
Corporate Governance Structure
Takeover Defense Measures
Toshiba is currently not deploying any takeover defense measures. If any party seeks to acquire a large number of shares in the Company, we will i) request the party to provide information necessary and sufficient for shareholders to properly judge whether the proposed acquisition is reasonable or not and ii) publish the opinion of the Toshiba Board of Directors to secure an amount of time and information for shareholders to consider the proposed share acquisition. Thus, the Company will continue striving to secure and improve its enterprise value and shareholders' shared benefit while taking appropriate action within a scope that is allowed under the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.
Information Disclosure Policy
Please see Disclosure Policy page.
Risk Management and Compliance
Please see Risk Management and Compliance page (Sustainability website).
This Web site contains projections of business results, statements regarding business plans and other forward-looking statements. This information is based on certain assumptions, such as the economic environment, business policies and other factors, as of the date when each document was posted. Actual results may differ significantly from the estimates listed here.