Toyota 2009 Annual Report Download - page 31

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Toyota’s Corporate Governance
Emphasizing Frontline Operations + Multidirectional Monitoring
Shareholders
Board of
Directors
Managing
Officers
International Advisory Board
Labor-Management Council
Joint Labor-Management
Round Table Conference
CSR Committee*
Stock Option Committee
Toyota Environment Committee
* Review issues relating to corporate ethics, legal compliance, risk management, nurturing society and environmental management(As of June 23, 2009)
Appointment
Disclosure Committee
Senior Managing
Directors
Internal Auditing Department (internal control systems)
Board of
Corporate Auditors
Majority are outside
corporate auditors
External
Accounting Auditor
Audit for consolidated financial
statements and internal control
over financial reporting
20-F under the U.S. Securities Exchange Act, and also holds extraordinary
committee meetings from time to time whenever necessary.
Compliance
To firmly establish corporate ethics and ensure strict compliance, Toyota’s
CSR Committee, consisting of Directors at the executive vice president
level and above as well as representatives of Corporate Auditors, to
deliberate important issues and measures relating to corporate ethics,
compliance and risk management.
Toyota has also created a number of facilities for employees to make
inquiries concerning compliance matters, including the Compliance
Hotline, which enables them to consult with an outside attorney, and takes
measures to ensure that Toyota is aware of significant information
concerning legal compliance as quickly as possible.
Toyota will implement the tenets of ethical business practice by
further promoting the “Guiding Principles at Toyota” and the “Toyota
Code of Conduct” and by educating and training employees at all levels
and in all areas of operations.
To monitor the management, Toyota has adopted an auditor system
that is based on the Japanese Corporation Act. In order to increase
transparency of corporate activities, four of Toyota’s seven Corporate
Auditors are outside Corporate Auditors. Corporate Auditors support the
Company’s corporate governance efforts by undertaking audits in
accordance with the audit policies and plans determined by the Board of
Corporate Auditors.
For internal audit, the management and a specialized independent
organization evaluate the effectiveness of internal controls over financial
reporting in accordance with Article 404 of the U.S. Sarbanes–Oxley Act,
applicable to Toyota from the year ended March 31, 2007 to establish a
solid system. In addition, in accordance with Article 24-4-4-1 of the
Financial Instruments and Exchange Law, which is applicable to Toyota
starting with the year ended March 31, 2009, there is an assessment
system to ensure that financial statements and other financial information
are prepared properly. In order to enhance the reliability of the financial
reporting of Toyota, the three auditing functions, audit by Corporate
Auditors, internal audit, and accounting audit by Independent External
Auditors, aid in conducting an effective and efficient audit through
meetings held periodically and as necessary to share information and
come to understandings through discussion on audit plans and results.
Toyota
Milestones
Corporate
Philosophy
Overseas
Manufacturing
Companies
Production
Sites
R&D
Organization
R&D and
Intellectual Property
Risk
Factors
Corporate
Governance
The Right Way ForwardPerformance Overview Financial Section
Investor
Information
Top Messages Business Overview
Management &
Corporate Information
Annual Report 2009 29