Toyota 2012 Annual Report Download - page 37

Investor InformationToyota Global Vision Special FeaturePresident
ʼ
s Message Financial Section
Business and
Performance Review
Medium- to Long-Term
Growth Initiatives
Changes for Making
Ever-Better Cars Management and
Corporate Information
TOYOTA ANNUAL REPORT 2012
Corporate Governance
*
The CSR Committee deliberates on and makes
decisions concerning new CSR related, plans
corporate ethics, legal compliance, risk
management, social contribution activities.
Emphasizing Frontline Operation + Mulitidirectional Monitoring
Appointment
Shareholders
International Advisory Board
Labor-Management Council
Joint Labor-Management Round
Table Conference
CSR Committee*
Toyota Environment Committee
Board of Directors
Board of Corporate Auditors
Majority are Outside
Corporate Auditors
External Accounting Auditor
Audit for consolidated financial
statements and internal control
over financial reporting
Internal
Auditing Department
Internal control systems
Disclosure Committee
Senior Managing Officers
or Managing Officers
Toyota

s Corporate Governance
Basic Approach to Internal Controls
• Draw out the goodwill, enthusiasm, and autonomous
decision making abilities of the people who perform
work, based on the idea of “respect for people”;
• Establish structures within the work performance
processes carried out by people and organizations
that incorporate internal controls and make possible
checks and balances as well as management and
oversight by directors;
• Establish inter-departmental organizations to
supplement internal controls.
Fundamental Approach
(1) Legal compliance by Directors
(2) Retention and management of information relating
to the execution of responsibilities by Directors
(3) Regulations and other systems related to the
management of risk of losses
(4)
Efciency of execution of responsibilities by Directors
(5) Legal compliance by employees
(6) Appropriateness of the business operations of the
group
(7) Employees assisting the Corporate Auditors
(8) Independence of employees described in the
preceding item (7)
(9) Report to Corporate Auditors
(10) Ensure the efcient execution of audits by the
Auditors
Basic Policy
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
continue to promote the
“
Toyota Code of Conduct
”
which is a guideline for employees
ʼ
behavior
and conduct for employees of Toyota and its
consolidated subsidiaries
(
together
“
Toyota
”)
all
around the world. Toyota will work to advance
corporate ethics through training and education
at all levels and in all departments.
Toyota has adopted an auditor system.
Seven Corporate Auditors including four Outside
Corporate Auditors play a role in Toyota
ʼ
s
corporate governance efforts by undertaking
audits in accordance with the audit policies and
plans determined by the Board of Corporate
Auditors. In addition, Toyota has secured the
personnel and framework supporting the
audit by Corporate Auditors. The Outside
Corporate Auditors advise Toyota from a fair
and neutral perspective, based on their broad
experiences and insight in their respective
fields of expertise. The state of internal controls
and internal audits are reported to Corporate
Auditors
(
including Outside Corporate Auditors
)
through the Board of Corporate Auditors
and the
“
CSR Committee,
”
and the status of
accounting audits is reported by independent
External Auditors to the Corporate Auditors
(
including Outside Corporate Auditors
)
through
the Board of Corporate Auditors. To enhance
the system for internal audits, a specialized
organization made independent of direct control
by the management evaluates the effectiveness
of the system to secure the appropriateness of
documents regarding financial calculation and
other information in accordance with Section
404 of the U.S. Sarbanes- Oxley Act and Article
24-4-4
(
1
)
of the Financial Instruments and
Exchange Law of Japan. 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, together with its subsidiaries, has created
and maintained a sound corporate climate
based on the
“
Guiding Principles at Toyota
”
and
the
“
Toyota Code of Conduct.
”
Toyota integrates
the principles of problem identification and
continuous improvement into its business
operation process and makes continuous efforts
to train employees who will put these principles
into practice.
Under the following basic policies
established in May 2006, Toyota implements
an internal control system while conducting
necessary enhancements.
Basic Approach to Internal Control
System and Its Development
▼
Additional details for Corporate Governance Click HERE
Search NextPrev page 37
Contents
0821
Other Management and Corporate Data
Corporate PhilosophyR&D and Intellectual Property
Corporate Governance
Management Team
Risk Factors