Toyota 2008 Annual Report Download - page 59

57
•Annual Report 2008 • TOYOTA
Performance Messages from the Management &
•Overview •Management •Special Feature •Business Overview •Corporate Information •Financial Section •Investor Information •
and the “Toyota 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 at Toyota” and the “Toyota Code of
Conduct” through personal exchange.
2) Toyota will manage its subsidiaries in a comprehensive
manner by clarifying the roles of the division responsible
for the subsidiaries’ financing and management and the
roles of the division responsible for the subsidiaries’
business activities. Those divisions will confirm the
appropriateness 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 the Corporate Auditors on the business upon
requests by the Corporate Auditors, periodically 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.
» Toyota’s Basic Policy and Preparation towards the
Elimination of Antisocial Forces
(1) Basic Policy for Elimination of Antisocial Forces
Based upon the “Guiding Principles at Toyota” and the
“Toyota Code of Conduct”, Toyota’s basic policy is to
have no relationship with antisocial forces. Toyota will
take resolute action as an organization against any
undue claims and actions by antisocial forces or groups,
and has drawn the attention of such policy to its
employees by means such as clearly stipulating it in
the “Toyota Code of Conduct.”
(2) Preparation towards Elimination of Antisocial Forces
1) Establishment of Divisions Overseeing Measures
Against Antisocial Forces and Posts in Charge of
Preventing Undue Claims
Toyota established divisions that oversee measures
against antisocial forces (“Divisions Overseeing
Measures Against Antisocial Forces”) in its major
offices as well as assigned persons in charge of
preventing undue claims. Toyota also established a
system whereby undue claims, organized violence and
criminal activities conducted by antisocial forces are
immediately reported to and consulted with Divisions
Overseeing Measures Against Antisocial Forces.
2) Liaising with Specialist Organizations
Toyota has been strengthening its liaison with
specialist organizations by joining liaison committees
organized by specialists such as the police. It has also
been receiving guidance on measures to be taken
against antisocial forces from such committees.
3) Collecting and Managing Information concerning
Antisocial Forces
By liaising with experts and the police, Divisions
Overseeing Measures Against Antisocial Forces share
up-to-date information on antisocial forces and utilize
such information to call Toyota’s employees’ attention
to antisocial forces.
4) Preparation of Manuals
Toyota compiles cases concerning measures against
antisocial forces and distributes them to each
department within Toyota.
5) Training Activities
Toyota promotes training activities to prevent
damages caused by antisocial forces by sharing
information on antisocial forces within the Company
as well as holding lectures at Toyota and its Group
companies.
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).