Toyota 2007 Annual Report Download - page 55

ANNUAL REPORT 2007 53
including external experts, and reflect those
opinions in Toyota’s management and corporate
activities.
[ 5 ] System to ensure that employees conduct business
in compliance with relevant laws and regulations
and the Articles of Incorporation
1) Toyota will clarify the responsibilities of each
organization unit and maintain a basis to ensure
continuous improvements in the system.
2) Toyota will continuously review the legal compli-
ance and risk management framework to ensure
effectiveness. For this purpose, each organization
unit shall confirm the effectiveness by conducting
self-checks among others, and report the result to
the Corporate Ethics Committee.
3) Toyota will promptly obtain information regarding
legal compliance and corporate ethics and
respond to problems and questions related to
compliance through its corporate ethics inquiry
office and other channels.
[ 6 ] System to ensure the appropriateness of business
operations of the corporation and the business
group consisting of the parent company and sub-
sidiaries
1) Toyota will expand the guiding principles and the
code of conduct to its subsidiaries as TMC’s
common charter of conduct, and develop and
maintain a sound environment of internal controls
for TMC. Toyota will also promote the guiding
principles and the code of conduct through per-
sonal exchange.
2) Toyota will manage its subsidiaries in a compre-
hensive manner by clarifying the roles of the divi-
sion responsible for the subsidiaries’ financing
and management and the roles of the division
responsible for the subsidiaries’ business activi-
ties. Those divisions will confirm the appropriate-
ness and legality of the operations of the
subsidiaries by exchanging information with those
subsidiaries, periodically and as needed.
[ 7 ] System concerning employees who assist the
Corporate Auditors when required
Toyota will establish a Corporate Auditors
Department and assign a number of full-time staff
to support this function.
[ 8 ] Independence of the employees described in the
preceding item [ 7 ] from Directors
Any changes in personnel in the Corporate Auditors
Department will require prior consent of the Board
of Corporate Auditors or a full-time Corporate
Auditor selected by the Board of Corporate
Auditors.
[ 9 ] System for Directors and employees to report to
Corporate Auditors, and other relative systems
1) Directors, from time to time, will properly report
to the Corporate Auditors any major business
operations through the divisions in charge. If any
fact that may cause significant damage to the
Company is discovered, they will report the
matter to the Corporate Auditors immediately.
2) Directors, Managing Officers, and employees will
report to Corporate Auditors on the business
upon requests by the Corporate Auditors, period-
ically and as needed.
[ 10 ] Other systems to ensure that the Corporate
Auditors conducted audits effectively
Toyota will ensure that the Corporate Auditors
attend major Board meetings, inspect important
Company documents, and make opportunities to
exchange information between the Corporate
Auditors and Accounting Auditor periodically and as
needed, as well as appoint external experts.
Regarding significant differences in corporate governance practices between Toyota and U.S. companies listed on the New York
Stock Exchange, please refer to the annual report on Form 20-F filed with the United States Securities and Exchange
Commission. Form 20-F can be viewed at the Company’s web site (http://www.toyota.co.jp/en/ir/library/sec/index.html).