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Corporate GovernToshiba corp T-2309C/D/E/Uance

(2) Being responsive to compliance with laws and regulations;

(3) Being in good health to conduct the required duties;

3) Toshiba Corp. establishes the Audit Committee Hotline through which the officers and employees of Toshiba Corp. and officers and employees of its domestic subsidiaries are able to make a report to the Audit Committee of Toshiba Corp. in accordance with the Rules concerning Operation of the System of Reporting to the Audit Committee if they become aware of an illegal act of Toshiba Corp. or such subsidiaries.

(6) In any of the past three fiscal years, the Company has made contributions exceeding ten million yen to the outside director or to a corporation to which the outside director currently belongs or at any point in the past three years has belonged as an officer that executes business or as an employee.

On the whole, the activities of the respective committees have been evaluated as being appropriate, in terms of the number and composition of members, frequency of meetings, quality of discussions, etc.

Toshiba Group constantly refines its system of internal controls, towards ensuring management effectiveness and efficiency and reliable reporting on operations and finances and to secure high level legal compliance and risk management.

Fixed compensation is paid to directors who do not concurrently hold office as an executive officer, and is based on status as a full-time or part-time director and on the duties performed.

2) The General Manager of the Internal Audit Division periodically reports to the Board of Directors of Toshiba Corp. on internal audit results.

2) The CRO of Toshiba Corp. formulates and promotes measures of Toshiba Group concerning compliance with laws and regulations in his/her capacity as the chairman of the Risk-Compliance Committee in accordance with the Basic Rules concerning Risk-Compliance Management.

Ryoji Sato (Chairman), Teruko Noda, and Yuki Furuta

(4) Having the ability to make objective judgments on management issues as well as excellent foresight and vision;

Since the responsibility of executive officers is to increase corporate value in their capacity as executives responsible for companies or divisions within the Group, compensation for executive officers is divided into fixed compensation and performance-based compensation, and determined at an adequate level to secure highly competent personnel and ensure that their compensation package functions an effective incentive to improve business performance.

The Audit Committee has the right to approve the appointment, request the dismissal, and veto the dismissal of the head and employees of the Audit Committee Office of Toshiba Corp., and the head of the Audit Committee Office is under the direction of the Audit Committee. The employees of the Audit Committee Office are under the direction of the Audit Committee and the head of the Audit Committee Office.

2) Executive Officers of Toshiba Corp. run a system that allows Directors to access significant information, such as information materials for the Management Meetings, decision- documents, financial statements and records and business reports.

Toshiba places importance on the Board of Directors supervisory functions and opts to delegate a great deal of decision- authority to persons who actually execute the operations. This is why the Company has adopted a committee governance structure.

2) The subsidiaries of Toshiba Corp. periodically report their situations and other matters to the Audit Committee of Toshiba Corp. through the Toshiba Group Auditors Liaison Organization, etc. In addition, Toshiba Corp. establishes the Toshiba Group Auditor Hotline through which the auditors and employees in charge of audit reporting of the subsidiaries are able to make a report to the Audit Committee if they become aware of an illegal act of such subsidiaries.

Outside Directors shall be selected from managers, accounting specialists, legal specialists and other individuals with outstanding knowledge and experience and who meet all the requirements set out by Toshiba, in addition to the independence related-provisions prescribed by the Tokyo Stock Exchange.

Companies are required to provide appropriate management while responding to changing circumstances, demands from stakeholders, etc. Toward this, Toshiba Group has established internal control systems and continually works to enhance managerial efficiency and transparency, and effectively execute its stakeholder strategy.

Mr. Ryoji SATO is appropriately supervising the management of the Company based on his rich experience and insight as a certified public accountant and CEO of an auditing firm.

Fixed compensation is paid to directors who concurrently hold office as an executive officer, in addition to the executive officer compensation specified in (2) below.

It should be noted that in the consolidated amount of compensation, etc., no individual officer received 100 million or more.

Each spun-off company is establishing optimal management systems to support it in maximizing its value. Toshiba Corporation now takes the initiative in reinforcing intra-Group cooperation and coordination, taking into account business sustainability, such as the need to retain special construction licenses, and seeks to maximize the corporate value of Toshiba Group as a whole, and to maintain and reinforce its governance systems.

1) In accordance with the Rules concerning the Document Retention Period, Executive Officers of Toshiba Corp. appropriately retain and manage material documentation, such as information materials for the Management Meetings and decision- documents, and other documents such as account books and records.

Toshibas Internal Control Systems Development Status

4) Executive Officers report to the Audit Committee of Toshiba Corp. on any material violation of laws and regulations without delay in accordance with the Rules concerning Reporting to the Audit Committee.

(5) Having no interest in or transaction with the Toshibas main business fields that might affect management decisions; and

(8) The outside director currently is or at any point in the past three years has been a representative officer, officer, or employee of the current accounting auditor or an accounting auditor in the past five fiscal years of the Company.

1) The subsidiaries adopt and implement the Toshiba Group Standards of Conduct and establish whistle-blower systems according to the legal systems and circumstances of the countries in which they operate.

6) The General Manager of the Internal Audit Division is an Executive Officer. The Audit Committee has the right to approve the appointment, request the dismissal, and veto the dismissal of the General Manager of the Internal Audit Division. The General

Election Criteria for Executive Officers and Ensuring the Transparency of Nomination Procedures

6.System to ensure the appropriateness of business operations of the corporate group composed of Toshiba Corp. and its subsidiaries

(Millions of yen)Performance-based Compensation

In order to assist the Audit Committee of Toshiba Corp. in the performance of its duties, the Audit Committee Office consisting of around ten staff is established, and the head of the Audit Committee Office is an Executive Officer. No director is assigned to assist the Audit Committee in the performance of its duties.

It has been confirmed that the implementation of Board Meetings and Executive Sessions, which showed a need for improvement in the previous year, need to be improved this year again, as there were times when things such as schedules, notices of finalized agenda, information materials, were not provided sufficiently in advance.

(4) The outside director currently is or at any point in the past three years has been an executive director, executive officer, or employee of a financial institution from which the Company currently borrows funds equal 2% or more of its total assets.

3.Rules and other systems concerning risk of loss management

Yuki Furuta (Chairman), Teruko Noda, Kouichi Ikeda, Yoshimitsu Kobayashi and Shinzo Maeda

The Board of Directors resolved systems to ensure the appropriateness of business operations as follows:

The Board of Directors has adopted Corporate Governance GuidelinesA separate window will open. that form the framework of governance of the Company.

Since the main responsibility of directors is to supervise the execution of the overall Groups business, compensation for directors is determined at an adequate level to secure highly competent personnel and to ensure the effectiveness of the supervisory function.

(Excerpted from Page 72 of the securities report for the 178th fiscal period)

For the appointment and dismissal of Executive Officers (excluding the President and Chief Executive Officer), the Executive Office Personnel Committee, chaired by the President and Chief Executive Officer, shall select candidates according to the criteria shown below and the final decisions shall be made by the Board of Directors.

What governance should there be for in-house companies that have been spun off should be adequately discussed.

5) The Executive Officer in charge provides explanations to the Audit Committee concerning the settlement of accounts at the end of each fiscal year as well as each quarterly settlement of accounts prior to the approval by the Board of Directors.

Outside Company Auditor, NIPPON LIFE INSURANCE COMPANY

If a member of the Audit Committee requests Toshiba Corp. to make advance payment of the expenses, etc. set out in Article 404, Paragraph 4 of the Companies Act in relation to the performance of his or her duties, unless it is determined after examination by the relevant departments that the expenses or debts in relation to such request are not necessary for the performance of duties of such member of the Audit Committee, Toshiba Corp. promptly settles such expenses or debts. Toshiba Corp. annually budgets a certain amount for the payment of expenses and other costs arising from the performance of duties of the Audit Committees members. If the need arises during the fiscal year, Toshiba Corp. increases the budget after examination by the relevant departments at the request of the Audit Committees members.

At Toshiba, the Compensation Committee makes decisions and establishes policies in relation to compensation for officers.

1) The Representative Executive Officer, President and CEO periodically exchanges information with the Audit Committee.

Status of Internal Audits and Audits by the Audit Committee

5) Toshiba Corp. executes internal audits on the accounting treatment processes and business processes of its subsidiaries.

Mr. Shinzo MAEDA is appropriately supervising the management of the Company based on his rich experience and insight as a management executive.

(3) The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company whose transactions with the Company in any of the past three fiscal years totaled a monetary amount exceeding 2% of the consolidated net sales of that company or the Company.

A total of 26 sessions took place during the target period from June 22, 2016 through the end of March 2017, to have free discussions about company-wide issues and items set as main themes, such as the Companys medium- to long-term plans and risk issues, as well as provide information and have a Q&A session about matters to be discussed by the Board of Directors. Each session lasts for a sufficient amount of time for free and active discussions.

1. The Nomination Committee is responsible for determining a plan (the succession plan) that ensures the objectivity and irness of the process for selecting a successor to the President & CEO.

2) The Board of Directors of Toshiba Corp. delegates authority and responsibilities to each Executive Officer in an appropriate manner, and Executive Officers clarify the authority and responsibilities of the Executive Officers and employees in accordance with the Rules concerning Responsibilities of Division and the Rules concerning Managerial Duties.

The following shows the conclusions obtained as the result of analysis and evaluation of the effectiveness of the Board during the target period from June 22, 2016 through the end of March 2017, in which a questionnaire survey was conducted targeting all Directors and their responses were discussed while receiving advice from external specialists.

Director, Chairman, The KAITEKI Institute, Inc.

Mr. Kouichi IKEDA is appropriately supervising the management of the Company based on his rich experience and insight as a management executive.

Toshiba stipulates that the ratio of Outside Directors should be over half the members of the Board of Directors (as of October 2017, six out of the ten members are Outside Directors) to secure an effective function for the monitoring and supervision of business execution, while appointing an Outside Director as Chairman of the Board. Furthermore, an Audit Committee, a Nomination Committee and a Compensation Committee composed, in principle, only of independent Outside Director members, have been set up to ensure managerial transparency.

Outside Director, Sumitomo Chemical Company, Ltd.

3) The Audit Committee of Toshiba Corp. periodically interviews Executive Officers, and the General Manager of the Internal Audit Division periodically reports to the Audit Committee on internal audit results.

4) The Audit Committee has accounting auditors provide explanations and reports concerning the accounting audit plan at the beginning of each fiscal year, the situation of accounting audits during each fiscal year, and the results of the accounting audits at the end of each fiscal year.

(4) Having the ability to make objective judgments on management issues as well as excellent foresight and vision;

Compensation standards are determined at suitable levels for a global company, with the aim of securing highly competent management personnel. The compensation standards of other listed companies and payroll and benefits of employees are considered when determining the Companys compensation standards of management.

2. The Nominating Committee has revised the criteria for the nomination of Executive Officers. This gives the Nominating Committee the authority to conduct interview with all the candidates, and also introduces a system for surveying the confidence of senior managers in the President & CEO.

5) Executive Officers of Toshiba Corp. appropriately evaluate the performance of Toshiba Group by means of the Performance Evaluation Committee.

Toshiba decided to spin-off four in-house companies, and took the appropriate actions in due course.

4) The subsidiaries establish audit systems such as auditors in accordance with the Toshiba Group Auditors Audit Policy.

Kouichi Ikeda (Chairman), Yoshimitsu Kobayashi, Ryoji Sato and Shinzo Maeda

(b) Items Necessary for Performance of Duties by the Audit Committee of Toshiba Corp.

(6) Having rich work experience and expert knowledge in the Toshibas business areas and the ability to contribute to management; and

Toshiba established Executive Sessions, meetings that only consist of Outside Directors to stimulate their information exchanges and to deepen their understanding of the Companys business.

We also ensure that domestic Group companies, regardless of the scale of their operations, establish internal control systems based on those of the parent Company, as follows.

1) The Board of Directors of Toshiba Corp. determines the basic management policy and approves the mid-term business plan and annual budgets of Toshiba Group prepared by the Executive Officers.

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(5) Being highly skilled at business execution and having a track record of consistently delivering high performance and results;

5) Toshiba Corp. has established the Toshiba Group Standards of Conduct clarifying values and codes of conduct to be shared by all officers and employees and ensures, through continuous execution of officer education, etc., that Executive Officers of Toshiba Corp. comply with the Toshiba Group Standards of Conduct.

3) Toshiba Corp. formulates appropriate measures for internal control, including that of its subsidiaries, and causes its subsidiaries to promote the measures according to their situations.

Toshiba Group endeavors to realize sustainable growth and medium- and long-term gains in corporate value, thereby benefitting all of the Groups stakeholders.

3) The Audit Committee places the Internal Audit Division under its direct control. The Audit Committee presents audit policies and gives audit instructions to the Internal Audit Division. The General Manager of the Internal Audit Division periodically reports the internal audit results to the Audit Committee.

The primary missions of the Board of Directors are establishment of the Companys basic strategies, including its basic management policies, monitoring of Executive Officers and monitoring of Directors.

4.System to ensure that persons reporting to the Audit Committee are not treated disadvantageously on the grounds that they have made such report

Advisor to the Board, Asahi Group Holdings, Ltd.

1) In accordance with the Basic Rules concerning Risk-Compliance Management, the Chief Risk-Compliance Management Officer (hereinafter referred to as the CRO) of Toshiba Corp. formulates and promotes measures concerning crisis and risk management of Toshiba Group in his/her capacity as the chairman of the Risk-Compliance Committee. In formulating and promoting such measures, the CRO appropriately performs risk of loss management for the entire Toshiba Group by confirming and improving the effectiveness of such measures.

2) Toshiba Corp. establishes a system in which its subsidiaries report to Toshiba Corp. in accordance with the Operational Communication Arrangement, etc. in the event that material issues arise in their business operations.

There has been an argument that the number of Directors, the composition of In-house Directors, etc. should be reexamined. We will review the composition of the Board of Directors for the next meeting in a timely manner.

Toshibas central aim in corporate governance is to achieve sustainable growth and to enhance Toshiba Groups corporate value over the medium- to longterm thereby contributing to the profit of all stakeholders, including shareholders, investors, employees, customers, suppliers, creditors and local communities.

A total of 19 Board Meetings were held during the target period of June 22, 2016 through the end of March 2017. It has been confirmed that free and constructive discussions and exchanges of opinions took place based on the results of deliberations at Executive Sessions.

(2) Being responsive to compliance with laws and regulations;

(7) Having no interest in or transaction with the Toshibas main business fields that might affect management decisions.

There were times when I felt that some issues that had not been sufficiently discussed on the business execution side could reach the agenda of a Board Meeting.

Effectiveness Evaluation of the Board of Directors

Vice Chairman, The Tokyo Chamber of Commerce and Industry

(3) Being in good health to conduct the required duties;

6) Toshiba Corp. separates supervision from business execution by placing the Internal Audit Division under the direct control of the Audit Committee and establishes a system in which the Internal Audit Division effectively performs audits of accounting, compliance inspections and audits of other matters.

The Nomination Committee has authority to propose the appointment and dismissal of Directors, including the President and Chief Executive Officer, selects candidates for directorships according to the criteria and processes described below, and submits the proposals to the General Meeting of Shareholders for finalization. Furthermore, the Company has introduced a system for votes of confidence by senior management regarding the President and Chief Executive Officer to provide supporting materials based on which the Nomination Committee can create their appointment proposals.

(1) The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company in which the Company currently holds 10% or more of the voting rights.

1) Executive Officers periodically report to the Board of Directors of Toshiba Corp. on their execution of their duties and are required to report on necessary items to the Board of Directors, as necessary.

Chairman, Japan Association of Corporate Executives

4.System to ensure that Executive Officers efficiently execute their duties

Merit-based Compensation Amounts for Officers

2) Executive Officers and employees report the execution of their duties to the Audit Committee by means of the periodic interviews conducted by the Audit Committee and circuit interviews.

Director, Chairman, Mitsubishi Chemical Holdings Corporation

Mr. Yuki FURUTA is appropriately supervising the management of the Company based on his rich experience as a legal professional and insight concerning to corporate law and corporate governance.

2.Ensuring independence of employees mentioned in the preceding paragraph from Executive Officers and effectiveness of instructions to such employees

4) The Representative Executive Officer, President and CEO provides members of the Audit Committee designated by the Audit Committee with opportunities to attend important meetings, including the Management Committee meetings.

1.System to ensure that Executive Officers compliance with laws and regulations and the Articles of Incorporation.

Mr. Yoshimitsu KOBAYASHI is appropriately supervising the management of the Company based on his rich experience as a management executive.

We will make further improvement efforts, mainly by resolving the challenges identified in this analysis/evaluation, and strive to regain the trust of our shareholders through initiatives aimed at increasing the effectiveness of Executive Sessions, Board Meetings and each committee.

(1) Being a respected, dignified, and highly ethical person;

While Toshibas governance system has been evaluated as being improved, there has been an argument, in association with the huge loss arising from Toshibas overseas nuclear business, stating that group governance over overseas subsidiaries should be further improved and strengthened, so that risk issues at these subsidiaries can be detected and reported earlier.

(Opinion regarding the Compensation Committee) There is a need to consider an overhaul of the compensation system, for example in such a way as to provide incentives for medium- to long-term performance improvements. Given that it is difficult to define an orientation for the Company at the moment, this is a challenge for the future.

Ensuring the Impartiality of Nomination Procedures

2.System for retention and management of information concerning Executive Officers execution of their duties.

(Note) The executive officer election criteria provided above were resolved by the Board of Directors; As of August 2016, the Nomination Committee is considering new executive officer election criteria as part of the reforms to the Toshibas corporate governance.

Executive officer compensation is comprised of the basic compensation based on executive officer rank (e.g. president and chief executive officer, corporate senior executive vice president) and service compensation calculated according to the duties of the executive officer. Some 40-25% of the service compensation will fluctuate from zero (no compensation) to two times according to the year-end performance of the Company or of the division for which the executive officer is responsible.

5.System to ensure that employees performance of their duties conforms to laws and regulations and the Articles of Incorporation

(1) Being a respected, dignified, and highly ethical person with excellent leadership ability;

1) The Representative Executive Officer, President and CEO of Toshiba Corp. ensures, through continuous execution of employee education, etc., that employees comply with the Toshiba Group Standards of Conduct clarifying values and codes of conduct to be shared by all officers and employees.

5.Policy on procedures for advance payment or redemption of expenses arising from performance of duties of the Audit Committees members and other settlement of expenses or debts arising from performance of such duties

Chairman of the Board of Directors, SHISEIDO BEAUTY ACAMEDY

7) Under the relevant license agreements, Toshiba Corp. in principle obligates its affiliates that are permitted to use Toshiba in part of their company names to adopt the Toshiba Group Standards of Conduct.

The Rules concerning Reporting to the Audit Committee and the Rules concerning Operation of the System of Reporting to the Audit Committee clearly stipulate that the officers and employees of Toshiba Group who have made a report to the Audit Committee of Toshiba Corp. must not be treated disadvantageously on the grounds that they have done so.

4) Executive Officers of Toshiba Corp. make decisions on business operations based on appropriate procedures in accordance with the Board of Directors Rules, the Corporate Decision Making Rule, the In-house Company Decision Making Rule and other rules.

1) Directors, Executive Officers and employees of Toshiba Corp. report to the Audit Committee on each relevant occasion in accordance with the Rules concerning Reporting to the Audit Committee and the Rules concerning Operation of the System of Reporting to the Audit Committee in the event that any material issue arises that may affect operations and financial performance.

3) Toshiba Corp. establishes a whistle-blower system in which the officers and employees of Toshiba Corp. are able to make a report to the business execution side of Toshiba Corp. if they become aware of an illegal act of Toshiba Corp., and the Executive Officer of Toshiba Corp. in charge endeavors to detect problems early and deal with them in an appropriate manner by use of the whistle-blower system. The Toshiba Group Standards of Conduct clearly stipulate that the officers and employees who have used this system must not be treated disadvantageously on the grounds that they have done so. In addition, Toshiba Corp. establishes a whistle-blower system in which the Audit Committee of Toshiba Corp. directly receives internal reports and endeavors to collect information on problems early.

(6) For outside directors, having expertise, insight, and a good track record in field such as law, accounting, or corporate management.

(5) The outside director has in any of the past three fiscal years received compensation other than officer compensation exceeding ten million yen from the Company as a law, accounting, or tax expert or consultant; or an organization to which the outside director belongs has in any of the past three fiscal years received from the Company compensation as a law, accounting, or tax expert or consultant exceeding 2% of the annual revenue of that organization.

6) Toshiba Corp. appropriately and effectively manages the systems and business processes common throughout Toshiba Group and establishes a system in which shared resources are appropriately and effectively allocated.

6) Executive Officers of Toshiba Corp. promote strengthening of information security systems and operate the accounting system, the authorization system and other information processing systems in an appropriate manner.

Ms. Teruko NODA is appropriately supervising the management of the Company based on her rich experience and insight as a certified public accountant.

The Board of Directors resolved items necessary for the Audit Committees performance of its duties as follows:

(2) The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company that currently holds 10% or more of the voting rights of the Company.

The Board of Directors evaluates the overall effectiveness of the Board once a year, discloses an outline of the results, and revises the management of the Board on an as-needed basis.

3) Executive Officers of Toshiba Corp. set concrete targets and roles for organizations and employees.

2) Executive Officers of Toshiba Corp. formulate and promote measures necessary for continuously clarifying business risk ctors of Toshiba Group and minimizing loss in the event that risk is realized in accordance with Basic Rules of Business Risk Management.

6.Other system to ensure that audits by the Audit Committee are conducted effectively

(7) The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company whose outside officers currently include any officer with experience as an officer of the Company that executed business.Corporate GovernToshiba corp T-2309C/D/E/Uance

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