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Toshiba Establishes Compliance Advisory Meeting

08/07/2020

TOKYO Following on from its June 5 announcement of comprehensive measures to bolster internal controls, Toshiba Corporation (TOKYO: 6502) today established a Compliance Advisory Meeting tasked with making recommendations that will help the company to strengthen compliance, improve fraud prevention measures, and support enhancement of internal controls over the medium to long term.

Alongside two outside advisors with considerable expertise in compliance, Hideaki Kobayashi and Hyo Kambayashi, who will provide independent expertise and advice, the committees members will come from Toshibas Audit Committee, and it will also include the President and CEO, the company's Corporate Senior Executive Vice President, the CFO and the Executive Officers responsible for legal affairs and internal audits.

Toshiba Group promotes measures to refine and strengthen its internal controls within three lines of defense, where business operations stand as the first line, corporate administrative divisions are the second line, and the auditing divisions is the third. Each line has defined roles and responsibilities, and clear consultation and report routes, and they complement each other in realizing and promoting effective risk management.

Toshiba's goal in establishing the Compliance Advisory Meeting is to further enhance the overall effectiveness of the three-line compliance management model by reinforcing the monitoring function of the third line. The advisory meeting is scheduled to deliver its recommendations in the course of this fiscal year.

Commenting on his participation, Mr. Kobayashi said: I have long been involved in providing companies with advice on risk and compliance, and in that time I have investigated a number of scandals and internal issues. I want to support Toshiba in strengthening its internal controls and three lines of defense with specific and effective recommendations.

Mr. Kambayashi said: From the perspectives of an independent third-party, as an accountant, and a representative of a risk consulting firm, I have provided several companies with advice on enterprise-wide risk management, accounting, auditing and internal controls, as an outside director and a member of the audit and supervisory boards. Using this range of experience, I am determined to contribute to Toshiba's enhancement of compliance and continued improvement of its internal controls.

Toshiba Group will continue to follow its long-standing policy of placing the highest priority on life, safety and compliance, and to develop and apply measures that strengthen its internal controls and enhance its corporate value.



Hideaki Kobayashi

Lawyer, Senior Counsel at Nagashima Ohno & Tsunematsu

1980-1983 Public Prosecutor (Tokyo District Public Prosecutors Office, Utsunomiya District Public

Prosecutors Office)

1983 Founded Kobayashi Hideaki Law Office

1988 Regular Delegate, Dai-Ichi Tokyo Bar Association

1992 Regular Delegate, Dai-Ichi Tokyo Bar Association

1993 Member of the Discipline Maintenance Committee, Dai-Ichi Tokyo Bar Association

2000 Founded Kobayashi & Associates Law Office

2007-2010 Member of the Board of Governance, NHK (Japan Broadcasting Corporation)

(concurrently served as a member of the Audit Committee, 2008-2010)

2015 Head of External Investigation Team on false certification of seismic isolation rubber

2013-2019 Partner, Nagashima Ohno & Tsunematsu

2020-present Senior Counsel, Nagashima Ohno & Tsunematsu

Hyo Kambayashi

Certified public accountant, Chairman and Senior Managing Director of Protiviti LLC

1991 Worldwide Partner, Arthur Anderson

1993 Senior Partner, Asahi & Co.

2001 Board Member, Anderson Worldwide Organization

Advisor to Investigation Committee by Ministry of Foreign Affairs of Japan

2003 President and Representative Director, Protiviti Japan Co., Ltd.

2004 Visiting Professor, Tama Graduate School of Business

2005 Representative Director, Robert Half Japan

2010 Visiting Professor, Aoyama Gakuin University Graduate School of Professional Accountancy

2011 President and Chief Executive Officer, Protiviti LLC

2016-present Chairman and Senior Managing Director, Protiviti LLC

2016 Chairman, Japan Internal Control Research Association

2017-present Representative Partner, ERM Management Research LLC

2017-present Outside Audit and Supervisory Board Member (part-time), Sojitz Corporation

2018-present Outside Director and Audit and Supervisory Committee Member,

Murata Manufacturing Co., Ltd.
LINK: http://www.toshiba.co.jp/about/press/2020_07/pr0801.htm...
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