Toshiba Corporate Governance Case Study

CORPORATE GOVERNANCE

EXAM 1

In our Corporate Governance Lesson MMBA project, I decided to work on a cooperate governance project about Toshiba Company. Basically it is called a scandal. And this scandal is related with the accounting and financial department and also the top management of the company. As Toshiba is a big company whose securities quoted on the stock market so that it would not be possible that investors do not be affected by that. Below,

I tried to summarize what happened, which actions were taken, which were not.

Toshiba Corporate Governance Scandal – Break Down of Japanese

Reputation

On July 20, 2015, a third-party investigative report released, found that Toshiba Corporation had padded its profits by 1,2

Second, Toshiba was noted for its efforts in the corporate governance area. It was one of the roughly two percent of listed Japanese companies that chose to replace traditional governance structures with an "American-style" system of executive officers and board committees with independent directors.

After that, Toshiba instituted a modified "hybrid" board committee system. For over a decade half of the Toshiba board consisted of "insider" executive directors and half of non-executive directors. The latter were equally divided between former senior company officials and independent directors. There are currently four independent directors, and, unlike the

Olympus case, they are reported to have been truly independent and to have participated actively in open board discussions.

The former top management continues to insist that although it pressured operating divisions with aggressive profit targets it never intended, and was unaware of, any manipulation of accounting records. So far, the Japanese press has referred only to

However, this is an incomplete explanation for bad practices that continued for six years during the terms of three company presidents.

While it is not a simple matter to pinpoint what exactly should be "fixed," the Toshiba case serves as a reminder that the real issue is not board structure, but rather actual board functioning, including processes, people, true independence, and management respect for the same. As part of its "American-style" board committee system, Toshiba had an audit committee of the board with a majority of outside directors, an arrangement which experts generally regard as superior to Japan 's traditional internal corporate auditor system.

However, as part of Toshiba 's modification of the committee structure, the head of the audit committee was an inside director and two of the independent directors on the committee

were ex-diplomats with little business experience. It does not appear to have functioned effectively. It will be an interesting aspect to see what lessons are taken from Toshiba 's falling down.

Problems with Toshiba 's seemingly very well-considered hybrid approach to