Toshiba’s Board of Directors Issues Statement

(BUSINESS WIRE) -- Toshiba Corporation (TOKYO: 6502) today announced that the newly elected Board of Directors of Toshiba has issued a statement.

The full text of the statement is as follows:

The newly elected Board of Directors of Toshiba Corporation acknowledges and respects the outcome of the vote at the Company’s Annual General Meeting of Shareholders today. Listening to shareholders’ concerns and responding to them is a critical responsibility of the Board.

Toshiba is in the middle of a period of considerable change, focused around an improvement in corporate governance, greater emphasis on capital management, increase in shareholder returns, and the rebuilding of trust and support from our shareholders. The Board of Directors has undergone considerable change as a result of the independent investigation report published on June 10^th, 2021 and the voting at the Annual General Meeting this afternoon.

Today, the Board unanimously elected Satoshi Tsunakawa as Interim Chairperson of the Board. Mr. Tsunakawa brings to this role a deep understanding of Toshiba’s strategic capabilities and competitive advantages, as well as an objective view of its challenges and opportunities. Mr. Tsunakawa will provide stability for our customers and employees while enabling the Board to advance its commitment to constructive change.

The Board has resolved on a new composition of all board committees, focused on the skills and capabilities of the current members of the board. In the coming weeks, the Nomination Committee and other members of the Board and management will engage with Toshiba’s major stakeholders—our shareholders, management, employees and customers—to consider any additional changes that may be needed to achieve the best possible outcome for Toshiba’s stability, governance and future profitability.

There are several key areas to highlight as we move forward.

• Toshiba’s employees and customers are critical to our long-term success as a company. We will seek to create stability and confidence in the future and increase our level of engagement and transparency.

• We will look to identify a successor to our current Interim Chairman and CEO, Satoshi Tsunakawa. We will consider both internal candidates as well as external candidates in search of the highest possible capability given Toshiba’s large portfolio of businesses. We will solicit the help of one or more global executive search firms as we consider additional candidates to serve on the board.

• We will expand the scope of Toshiba’s newly formed Strategic Review Committee (“SRC”). The SRC will undertake a full review of the current assets of the company and work with the management team to devise a business plan for the future that is focused on creating growth in total shareholder returns through share buybacks and dividends. The ability to create value for the long term will also require thoughtful and disciplined investments oriented around growth in areas capable of generating high returns on invested capital.

• The SRC will also engage with potential strategic and financial investors in the Company or in its subsidiaries and various businesses. We believe it is important to engage with this investor base to understand what alternatives might be available to our shareholders and the related implications for our other stakeholders. We will approach this engagement with an open mind and as a benchmark of comparison against Toshiba’s own ability to generate profitable growth and high shareholder returns.

• We will undertake a review of the corporate culture of Toshiba and look for ways to improve management and employee morale. It is critical that we avoid a repeat of any of the past scandals and financial problems Toshiba has suffered. We will consider opportunities to create a greater “ownership culture” across the company.

We are looking forward to a brighter future for Toshiba, one of Japan’s most important companies. Lastly, we would like to express our appreciation to our outgoing Chairman, Osamu Nagayama, for his time commitment and support of Toshiba over the past year.

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