Business Wire

Toshiba Nominates Highly-Qualified Slate of Directors, Issues Public Shareholder Letter

Share

Toshiba Corporation (TOKYO:6502) today announced that it has nominated 11 of its current Directors for reelection to the Board of Directors at the Company’s Ordinary General Meeting of Shareholders for the 181st Fiscal Period, to be held on July 31, 2020.

The Company also announced that it has nominated Osamu Nagayama for Chairperson of the Board of Directors, to succeed current Chairperson Yoshimitsu Kobayashi, who is retiring after serving for Toshiba as an independent outside director since 2015 and with distinction as Chairperson of the Board since 2017. Mr. Nagayama is the Former Chairman and Chief Executive Officer of Chugai Pharmaceutical Co., Ltd., and the Former Chairman of the Board of Directors of Sony Corporation.

Toshiba is committed to maximizing shareholder value through the continued execution of the Toshiba Next Plan (TNP), its five-year company-wide transformation plan announced on November 8, 2018. As part of this commitment, the Company took decisive actions in 2019 to significantly refresh the Board – replacing seven directors – following active and constructive engagement with a number of its largest shareholders.

With the support of shareholders and in response to their input, the Company increased its independent directors to ten, from seven, and added four non-Japanese directors, the first non-Japanese representatives to sit on Toshiba’s Board in almost 80 years.

With a strong majority of independent directors, a three-committee system, all comprised of outside directors, and diversity of experience and skill set, the Toshiba Board is now a corporate governance leader in diversity and structure, and the Company and its shareholders are benefitting from the new and constructive perspectives. Toshiba’s Directors bring diversity of gender, nationality and expertise, which includes experience in international business, business portfolio management, corporate restructuring, M&A, capital markets, capital allocation, accounting and auditing, and legal affairs / compliance.

The Company firmly believes that its recently reconstituted Board is the right one to provide independent oversight of the next phases of the TNP and deliver sustainable long-term growth and value to all shareholders.

“As we enter the second phase of our TNP, our Board and management team remain sharply focused on driving sustainable long-term growth and value for all shareholders and positioning Toshiba for future success,” said Yoshimitsu Kobayashi, Chairperson of the Board of Directors of Toshiba. “We have made significant progress on TNP, including implementing more aggressive capital allocation policies and restructuring our portfolio of businesses and strategic shareholdings, but of course we cannot complete the Plan overnight. Our comprehensive set of reforms and growth investments are multi-year initiatives that we believe will build enduring shareholder value. And importantly, we are aligned with our shareholders in executing on our mission.

“This year, we renew our commitment to ensuring our Board is comprised of highly-engaged Directors with the right mix of skills, experience and new perspectives. We are pleased that Mr. Nagayama has agreed to be the Company’s nominee for Chairperson of the Board, and believe his unparalleled global experience and proven track record of delivering growth at Chugai Pharmaceutical and Sony will be invaluable as we continue to position Toshiba for long-term success. Mr. Nagayama will join a Board of Directors that we believe represents the best interests of our shareholders and all of our stakeholders, and is uniquely qualified to continue to provide independent oversight to management as we build upon the achievements from the past year.”

Nobuaki Kurumatani, President & CEO of Toshiba said, “Mr. Kobayashi’s strong leadership as Toshiba’s Chairperson of the Board is reflected in the solid progress of our TNP and decisive actions we are taking to transform the Company. He has played an important role in setting our path forward and we are deeply appreciative for his tireless commitment and dedicated service to Toshiba and our shareholders.”

Toshiba today also announced updates to its shareholder return policy. The Company intends to maintain an average consolidated dividend payout ratio of at least 30%, and to use excess shareholders’ equity to fund shareholder returns, including through share repurchases. The Board of Directors will review the appropriate level of capital on a regular basis. Once the external environment stabilizes, enabling capital markets and the global pandemic to be more predictable in the Fall, the Company expects to be in a position to undertake more proactive portfolio streamlining and divestitures, including the assessment of highly accretive M&A opportunities, to continuously improve capital allocation in order to further enhance shareholder returns and the long-term value of Toshiba. Toshiba also continues to review options to maximize shareholder value by monetizing its 40.2% stake in KIOXIA, Toshiba's spun-off memory chip business, and in principle, intends to return the majority portion of the net proceeds to shareholders.

The Company’s full slate of 12 Director candidates is as follows:

New Director Candidate

  • Osamu Nagayama, Candidate for Chairperson of the Board of Directors of Toshiba Corporation; Former Chairman and Chief Executive Officer of Chugai Pharmaceutical Co., Ltd.; Former Chairman of the Board of Directors of Sony Corporation

Incumbent Director Candidates

  • Satoshi Tsunakawa, Director, Chairman of Toshiba Corporation
  • Nobuaki Kurumatani, Director, Representative Executive Officer, President and Chief Executive Officer of Toshiba Corporation
  • Yuki Furuta, Independent Director of Toshiba Corporation; registered attorney at law; and former Justice of Supreme Court of Japan
  • Junji Ota, Independent Director of Toshiba Corporation; former Vice Chairman of Japan Securities Dealers Association; and former Chair (Public Governor) of Self-Regulation Board, Japan Securities Dealers Association, Outside Director of Heiwa Real Estate Co., Ltd.
  • Nobuyuki Kobayashi, Independent Director of Toshiba Corporation; Certified Public Accountant, Former Representative Partner and President of Crowe Toyo & Co., Founder and Chief Executive Officer of Eishin Partners Co., Ltd.
  • Takashi Yamauchi, Independent Director of Toshiba Corporation; Audit and Supervisory Board Member of Mitsui & Co., Ltd.
  • Yoshiaki Fujimori, Independent Director of Toshiba Corporation; Outside Director and Chairman of Oracle Corporation Japan, Outside Director of Takeda Pharmaceutical Company Ltd. and Outside Director of Boston Scientific Corporation, former Senior Vice President of GE (U.S.), former President and Chief Executive Officer of LIXIL Group Corporation (formerly known as Juseikatsu Group Corporation)
  • Paul J. Brough, Independent Director of Toshiba Corporation; Independent Non-Executive Director of GL Ltd. and Independent Non-Executive Director of Vitasoy International Holdings Ltd., former Executive Chairman of Noble Group Holdings Ltd.
  • Ayako Hirota Weissman, Independent Director of Toshiba Corporation; Senior Vice President, Director of Asia Strategy and Senior Portfolio Manager at Horizon Kinetics LLC (formerly known as Horizon Asset Management LLC), Independent Outside Director at SBI Holdings, Inc.
  • Jerry Black, Independent Director of Toshiba Corporation; Advisor of Aeon Co., Ltd.
  • George Raymond Zage III, Independent Director of Toshiba Corporation; Founder and Chief Executive Officer of Tiga Investments Pte. Ltd.

In connection with today’s announcement, Toshiba issued a public shareholder letter with additional information on the Company’s Director candidates, TNP’s progress and its ongoing engagement with Toshiba shareholders.

Toshiba shareholders are not required to take any action at this time. Toshiba will present its formal recommendation regarding Director nominees in the Company’s Convocation Notice and related materials, which will be made available on the company’s website at the beginning of July and sent to all shareholders eligible to vote at the Ordinary General Meeting of Shareholders.

The full text of Toshiba’s public shareholder letter can be found here; https://www.toshiba.co.jp/about/press/2020_06/pr2201.htm

Contact information

Investor Contact
Investor Relations Group, Planning & Investor Relations Office
Strategic Planning Div.
Toshiba Corporation
Phone: +81-3-3457-2096
Email: ir@toshiba.co.jp

Media Contact
Midori Hara
Media Relations Group, Public Relations Office
Corporate Communications Div.
Toshiba Corporation
Phone: +81-3-3457-2100
Email: media.relations@toshiba.co.jp

International Media Contact
Sard Verbinnen & Co. for Toshiba:
John Christiansen/David Millar/Ron Low
Phone: +1-415-618-8750/+1-212-687-8080/+852-3842-2200
Email: Toshiba-SVC@sardverb.com

About Business Wire

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Spotify Launches in Russia and 12 Additional European Markets14.7.2020 20:30:00 EESTPress release

Spotify (NYSE: SPOT) today launched its service in 13 new markets across Europe including Russia, one of the world’s top 20 largest streaming markets. Already the world’s most popular audio streaming subscription service, with today’s expansion, Spotify now reaches a current total of 92 markets worldwide. Spotify’s 13 new markets include: Albania, Belarus, Bosnia & Herzegovina, Croatia, Kazakhstan, Kosovo, Moldova, Montenegro, North Macedonia, Russia, Serbia, Slovenia, Ukraine. As the leading platform driving music discovery on more types of devices than any other service, Spotify’s expansion in Europe comes as consumers in the region embrace streaming. According to the International Federation of the Phonographic Industry (IFPI), Russia is the 17th-biggest streaming market in the world and on pace to be the 10th-biggest streaming market by 2030. More than 87 percent of fans in Russia now access music through streaming, compared to 61 percent adoption globally, and 68 percent adoption

Pietro Rosa TBM Signs Multi-year Agreement With Boeing to Supply Titanium Forgings14.7.2020 19:08:00 EESTPress release

Pietro Rosa TBM is proud to announce that it has signed a long-term agreement with Boeing to supply forgings for use on the 787 Dreamliner, 777X and 737 MAX airplanes. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200714005848/en/ Left to right: Mauro Fioretti (Pietro Rosa TBM - President & CEO), Antonio De Palmas (Boeing Italy – President) (Photo: Business Wire) The agreement covers a variety of Titanium forgings and represents the first long-term agreement to be placed with Pietro Rosa TBM since the company’s milestone approvals with Boeing in 2018, enhancing Pietro Rosa TBM ability to enact its strategy for the provision of complex forged structural components. The deal with Boeing further reinforces the Pietro Rosa Groups' supply of products in North America. Mauro Fioretti, President and CEO of the Pietro Rosa Group, stated: “This commitment and great trust placed in us by Boeing further underpins our marketplace strat

Kollective Technology to Demonstrate Scalability of Microsoft Teams and Stream Live Events at Microsoft Experience and Technology Centers Worldwide14.7.2020 18:18:00 EESTPress release

Leading Software-Defined Enterprise Content Delivery Network (SD ECDN) provider Kollective Technology today announced that it was selected by Microsoft Corp. (Nasdaq: MSFT) to demonstrate the scalability of Microsoft Teams for live events at Microsoft Experience and Technology Centers worldwide. Designed to create comprehensive and immersive technology experiences for Microsoft customers looking to adopt innovations that accelerate their Digital Transformation initiatives, Microsoft Experience and Technology Centers highlight the latest in Modern Workplace use cases, including live video broadcasts. By selecting Kollective as the certified ECDN of Experience Centers, Microsoft can now easily showcase how Teams can deliver company-wide, global live events with the help of ECDN technology. Kollective’s ECDN platform, utilizing browser-based peering technology, scales Teams live events without the need to install software or invest in additional network infrastructure. Leveraging the Koll

rf IDEAS wins the HP® JetAdvantage 2020 Partner Award for Customer Focus14.7.2020 18:00:00 EESTPress release

rf IDEAS is proud to have received the HP JetAdvantage Partner Award for Customer Focus, presented by HP during its 2020 Partner Conference, held online for participant safety from May 18 to May 22. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200714005170/en/ HP JetAdvantage Partner Award for Customer Focus (Photo: Business Wire) rf IDEAS is a leading manufacturer of credential readers for logical access and authentication. The HP JetAdvantage Partner Program offers services and resources to help solution providers accelerate development, simplify deployment and streamline integration with HP imaging and printing devices. Through the program, HP and rf IDEAS have worked together for more than 12 years to bring contactless authentication and identification to HP enterprise applications and to HP JetAdvantage Solutions Partners worldwide. One quality that sets rf IDEAS apart is the company’s unwavering commitment to custome

Andersen Global Enters Trinidad and Tobago14.7.2020 16:30:00 EESTPress release

Andersen Global continues its expansion in the Caribbean by way of a Collaboration Agreement with full-service tax firm Robley Baynes, marking the organization’s debut in Trinidad and Tobago. Established in 2018, the firm provides a full scope of services including tax and advisory, financial, corporate and management. Led by Partners Kendell Robley and Mikhail Baynes, the dynamic and innovative firm assists clients with value-added solutions focused on business improvement and growth, leveraging their resources and experience across a wide range of client engagements. “We constantly strive to provide best-in-class, client-focused solutions with a high-caliber team of professionals,” Kendell and Mikhail said. “Our collaboration with Andersen Global will allow us to expand our capacity and global footprint, bringing opportunities for broader and more seamless service globally.” “We are delighted to work with Kendall, Mikhail and their team in Trinidad and Tobago. Collaborating with Robl

FINEOS Welcomes Allison Morgan as New Senior Sales Executive for North America14.7.2020 16:15:00 EESTPress release

FINEOS Corporation (ASX:FCL), the leading core platform for life, accident and health insurance globally, today announces the appointment of Allison Morgan as Senior Sales Executive to the FINEOS North American team. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200714005639/en/ Allison Morgan (Photo: Business Wire) Allison brings nearly 25 years of proven experience as an accomplished absence and disability sales leader and consultant with powerful relationship building, negotiation, communication and presentation skills. She has a proven track record and demonstrated ability to obtain, grow and retain a customer base to support organizational objectives. In her new role at FINEOS, Allison will be responsible for developing new business clients for FINEOS Claims, FINEOS Absence and FINEOS AdminSuite. Alison’s expertise in absence management is especially important as Integrated Disability and Absence management (IDAM) beco

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom