TOYODA GOSEI

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Corporate Governance

Corporate Governance

With the aim of being a global corporation that contributes to the development of society and steadily grows its business, we are strengthening corporate governance while maintaining an organizational structure that can respond rapidly and appropriately to environmental changes and a healthy management system that is fair and transparent.

  • To respond flexibly to environmental changes and clarify management responsibilities, the term of directors has been limited to one year, corporate officers have been and the execution of business has been separated from management oversight.
  • To raise the transparency and health of our operations, an external director was appointed in June 2015. The number of external directors was then increased to several in June 2016 to strengthen oversight and supervisory functions of our directors.
  • Group meetings and committees are established to debate and decide key matters and check the execution of business.

Overall System

Audit system
  • Five auditors, including three from outside the company, are appointed to serve on the auditing system board to oversee and audit the execution of directors' duties.
  • The internal Audit Division discusses auditing plans with the auditors and meets regularly to maintain close coordination and share information. It also coordinates with accounting auditors to strengthen auditing functions.
  • An Audit & Supervisory Board Department under the direct control of the Board of Auditors has also been established to raise the efficacy and independence of audits and ensure that auditing work is executed smoothly.
Group management
  • To maintain a healthy internal control environment in Group companies, we share our Corporate Principles and Charter for Business Ethics with all Group companies.
  • While respecting the management autonomy of our subsidiaries, we receive regular business reports and confirm the appropriateness and legality of our subsidiaries' business activities though advance reports and an approval system.
  • Nonexecutive directors and auditors are sent to key subsidiaries to observe and monitor their business execution.
Corporate Governance Report

    Promoting Compliance

    Toyoda Gosei conducts thorough compliance activities to ensure that employees obey all laws and regulations, and to instill in all employees a keen sense of corporate ethics. The Toyoda Gosei Group Charter for Business Ethics sets forth shared values and behavioral standards for the Group, and all Group companies worldwide incorporate this charter into their own behavioral guidelines.

    • A Corporate Ethics Committee with the President serving as chairman and all company executives as members works together with Compliance Advocates in each division for thorough compliance with a unified approach by management and worksites.
    • Internal and external compliance consultation offices have been established for rapid resolution of compliance problems.

    Risk Management

    Measures for large-scale disaster

    A crisis management system is in place for the event of a massive earthquake, based on the principles of human life first, community support, and early recovery. Centered on a Crisis Management Project, we are strengthening our ability to deal with disasters with a focus on the two areas of developing and enhancing first responses and clarifying response procedures for quick restoration of production.

    • In addition to infrastructure and system measures, resilience training for directors and members of anti-disaster departments has been conducted more than 40 times since 2013 to improve the skills of response personnel.
    • Specific procedures are being established for the recovery of affected buildings, facilities, and processes and for alternative production in a production recovery system.
    • Recovery training for design drawings and other data is carried out so that product development can be continued even after disasters.

    Information security measures

    Strengthening control of confidential information.

    • Together with annual checks of the compliance status of each division based on company confidentiality management regulations, on-site audits are also conducted.
    • Self-inspections are done at Group companies in Japan, major affiliates in other countries, and all locations in China.
    • Confidentiality officers are assigned in all departments, and confidentiality management training is provided to all employees using information system security operating standards and a confidential information management manual.