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

Business Wire
Business Wire



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

Moody’s Enhances Flagship Moody’s CreditView Platform With ESG Expertise29.9.2020 13:30:00 CESTPress release

Moody’s announced today that it has enhanced Moody’s CreditView, its leading research, data and analytics platform serving credit market professionals, with a wide range of environmental, social and governance (ESG) and climate analysis. The expansion of Moody’s CreditView is part of Moody’s broader effort to deliver a comprehensive, integrated suite of ESG solutions to the market and addresses user feedback that extra-financial information and analysis are becoming increasingly important for assessing an issuer’s risk profile. Moody’s CreditView users can now access resources from Moody’s affiliates Vigeo Eiris (VE), a global leader in ESG data and tools, and Four Twenty Seven, a pioneer in climate-risk assessments. Featured VE content includes corporate and sovereign sustainability reports as well as ESG scores and sector reports. Users can also access Four Twenty Seven’s physical climate risk scores for corporates and US municipalities. “The enhancements to Moody’s CreditView are pa

Savonix and Fujitsu Connected Technologies Limited Partner to Introduce Savonix Mobile App on Raku-Raku Smartphone F-42A29.9.2020 13:15:00 CESTPress release

Savonix, a global leader in digital cognitive health testing, and Fujitsu Connected Technologies Limited (FCNT), one of the major smartphone manufacturers in Japan, unveiled Savonix Mobile–a digital cognitive testing app–on the Raku-Raku Smartphone F-42A. More than 4.6 million people in Japan are suffering from some form of dementia, with the total expected to soar to about 7.3 million people – or one in five Japanese aged 65 or over – by 2025. Japan’s government last year announced aims to reduce dementia cases by 6 percent in those aged 70 and older over the next six years. Savonix Mobile, pre-installed on the Raku-Raku Smartphone F-42A, will allow users to test their cognition across eight brain functions such as executive function, working memory, and impulse control. Users will immediately receive test results within the app and will be able to take action to manage their cognitive health. Savonix Mobile detects mild cognitive impairment 93 percent of the time. For this reason, te

Biotest Adopts Veeva Vault eTMF for Real-Time Visibility into Study Documents and Processes29.9.2020 13:03:00 CESTPress release

Veeva Systems (NYSE: VEEV) today announced that Biotest, a German biopharmaceutical company specializing in plasma proteins, implemented Veeva Vault eTMF to achieve greater visibility across its European trials. Vault eTMF enables Biotest to manage all study documents and activities in real-time as the TMF is generated. Now the company can maintain a constant state of inspection readiness and give teams a complete view into TMF status for faster study execution. “We are increasing our efficiency and inspection readiness due to improved accessibility of trial documents with Veeva Vault eTMF,” said Daniela Zipp, head of operations, clinical systems, and data management at Biotest. “The local Veeva team in Germany provided tremendous support to get us up and running quickly. We now have the foundation and metrics in place to improve our study processes and oversight.” Vault eTMF enables active TMF management so Biotest can manage study processes and documents in one system, in real-time,

Aptorum Group Launches Infectious Disease Liquid Biopsy Subsidiary Start-up and Exclusively In-licensed from Singapore based Accelerate Technologies To Co-Develop Molecular Based Rapid Pathogen Diagnostics Technology To Track Pathogenic Genome29.9.2020 12:00:00 CESTPress release

Regulatory News: Aptorum Group Limited (Nasdaq: APM, Euronext Paris: APM) ) (“Aptorum Group” or “Aptorum”), a biopharmaceutical company focused on novel technologies including the targeting of infectious diseases, announced its launch of Aptorum Innovations - an infectious disease liquid biopsy diagnostics subsidiary and its newly established exclusive in-licensing arrangements with Accelerate Technologies Pte Ltd (“Accelerate Technologies”), commercialization arm of the Singapore’s Agency for Science, Technology and Research (“A*STAR”), to co-develop novel molecular-based rapid pathogen identification and detection diagnostics (“RPIDD”) technology. Aptorum Innovations, intends to target the global molecular diagnostics market estimated to reach USD$13.8billion in market size by 2025, of which 60% is estimated to be attributable to the infectious disease segment1, with its next-generation RPIDD technology. The RPIDD technology was initiated and currently under development at A*STAR. Th

Jellagen ® Ltd Announces Collaboration With Mayo Clinic29.9.2020 11:35:00 CESTPress release

Jellagen® Limited, a marine biotechnology business manufacturing high value collagen derived from jellyfish, has entered into a license agreement for an exclusive grant to patent rights with Mayo Clinic for the development in treatment of vocal cord paralysis. Vocal cord paralysis [VCP] is an injury to one or both recurrent laryngeal nerves (RLNs), which control most of the muscles of the larynx. This results in paralysis of the vocal cord muscles which can lead to airways obstruction, dyspnea, altered voice etc. VCP is caused by surgery side effects, trauma, tumors, etc. It is also frequent in the vocal cords of “heavy users” population such as singers, actors, politicians and teachers. The worldwide VCP market is estimated at $2.6B in 2020 with the bulk injection market segment accounting for 15% with 4% CAGR over the next five years, i.e $380M in 2020. Thomas-Paul Descamps, Chief Executive Officer, commented, “We are very proud to have signed this agreement with Mayo Clinic and is t

Open Banking: Partnership between Ebury and Nexi29.9.2020 11:30:00 CESTPress release

Nexi, the leading Italian PayTech in digital payments, signs a partnership with Ebury, one of the world's leading Fintech companies providing global transaction banking services to businesses. According to the agreement, Ebury, founded in 2009 and with offices in 20 countries including Italy, joins Nexi Open. Nexi's partner banks will be able to offer their clients the full suite of Ebury services, including international cash management, FX risk management and import/export lending. Credit institutions will be able to expand their global transaction services with innovative solutions to overcome some of the traditional complexities of cross-border transactions. For example, Ebury International Cash Management services allow customers to open multi-currency accounts in a few hours; FX Risk Management services help businesses to reduce the risks associated with international trade; the single platform for cross-border payments gives customers a simple and transparent way to pay supplier

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