Corporate Governance

Corporate Governance as the Foundation of Business Activities
TOSHIBA TEC Corporation makes efforts to ensure management transparency, reinforce management monitoring and internal control functions.

Aiming to Improve Corporate Values

TOSHIBA TEC Corporation is committed to taking measures to improve management efficiency and transparency, as well as to reinforce the functions for the Board of Directors and (Board of) Corporate Auditors, while recognizing corporate governance as an essential management policy, which meets the expectations of stakeholders and continuously improves corporate values.

In terms of the corporate body, when introducing the executive officer system under the corporate auditor system, with the intention of separating" functions related to supervision and decision making" from other functions, as well as rightsizing the number of directors, TOSHIBA TEC Corporation focuses on improvements in promptness and mobility in decision making. In addition, two outside directors and two outside corporate auditors are assigned to ensure management transparency, and a one-year director's term is determined to specify management responsibilities and promptly respond to changes in the management environment.

The TOSHIBA TEC Group strives to enhance the internal control systems in terms of operating effectiveness and efficiency, reliability of financial reporting, compliance with laws and regulations related to its business activities, and safeguarding of assets.

Regarding risk compliance, the "Group Standards Of Conduct" are established as the group common standards, for each employee to thoroughly comply with such standards of conduct as well as to act based on all applicable laws and regulations, social customs and ethics. A "Risk Compliance Committee" is formed. The Group works together to thoroughly ensure compliance under the control of this Committee.

For management monitoring, directors supervise task enforcement, corporate auditors audit tasks, and accounting auditors perform accounting audits, while the "Corporate Audit Group" under the direct control of the president and CEO is established to perform internal audits.

In fiscal 2008, a variety of measures were taken, with emphasis on establishing and operating the internal control systems to ensure the reliability of financial information, enhancing the compliance system regarding laws and regulations such as the antimonopoly law, reinforcing information security and personal data protection, and thoroughly ensuring compliance awareness.

Internal audit

As the internal audit division, the Corporate Audit Group performs audits, evaluations and provides proposals on the effectiveness of the Risk Compliance Structure and internal control systems. Each responsible division performs audits on environmental control, information security and security export control, in cooperation with the Corporate Audit Group.

Major Divisions Responsible for Internal Audit and Operations

Responsible division	Details
Corporate Audit Group	Management audit, task audit, compliance audit, etc.
Corporate Quality & Environmental Group	Environmental management and control results
Corporate IT & Information Systems Group	Management structure for information security and information system
Corporate Export Control Group	Security export control

Corporate Governance Structure