Toyota 2008 Annual Report Download - page 58

56 TOYOTA •Annual Report 2008 •
Management & Corporate Information
subsidiaries, have created and maintained a sound
corporate climate. In our actual operations, we integrate the
principles of problems identification (“Mondai Hakken”)
and continuous improvements (“Kaizen”) into our business
operation processes and make continuous efforts to train
our employees who put these principles into practice.
With the above understanding, internal control has
been developed under the following basic policies.
(1) System to ensure that the Directors execute their
responsibilities in compliance with relevant laws and
regulations and the Articles of Incorporation
1) Toyota will ensure that Directors act in compliance
with relevant laws and regulations and the Articles of
Incorporation, based on the Code of Ethics and other
explanatory documents that include necessary legal
information, presented on occasions such as trainings
for new Directors.
2) Toyota will make decisions regarding business
operations after comprehensive discussions at
the Board meetings and other meetings of various
cross-sectional decision-making bodies. Matters to be
decided are properly submitted and discussed at the
meetings of those decision-making bodies in
accordance with the relevant rules.
3) Toyota will appropriately discuss significant matters
and measures relating to issues such as corporate
ethics, compliance, and risk management at the CSR
Committee and other meetings. Toyota will also
discuss and decide at the meetings of various cross-
sectional decision-making bodies policies and
systems to monitor and respond to risks relating
to organizational function.
(2) System to retain and manage information relating to
performance of duties by Directors
Information relating to exercising duties by Directors
shall be appropriately retained and managed by each
division in charge pursuant to the relevant internal rules
and laws and regulations.
(3) Rules and systems related to the management of risk
of loss
1) Toyota will properly manage the capital fund through
its budgeting system and other forms of control,
conduct business operations, and manage the
budget, based on the authorities and responsibilities
in accordance with the “Ringi” system (effective
consensus-building and approval system). Significant
matters will be properly submitted and discussed at
the Board meetings and other meetings of various
bodies in accordance with the standards stipulated
in the relevant rules.
2) Toyota will ensure accurate financial reporting by
issuing documentation on the financial flow and the
control system etc., and by properly and promptly
disclosing information through the Disclosure
Committee.
3) Toyota will manage various risks relating to safety,
quality, the environment and compliance by
establishing rules or preparing and delivering
manuals, as necessary, in each relevant division.
4) As a precaution against events such as natural
disasters, Toyota will prepare manuals, conduct
emergency drills, arrange risk diversification and
insurance as needed.
(4) System to ensure that Directors exercise their duties
efficiently
1) Toyota will manage consistent policies by specifying
the policies at each level of the organization based on
the medium- to long-term management policies and
the Company’s policies for each fiscal term.
2) The Chief Officer, as a liaising officer between the
management and operational functions, will direct
and supervise Managing Officers based on the
management policies and delegate the executive
authority over each division to the Managing Officers
so that flexible and timely decision making can
be achieved.
3) Toyota from time to time will make opportunities
to listen to the opinions of various stakeholders,
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 compliance
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 CSR
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 subsidiaries
1) Toyota will expand the “Guiding Principles at Toyota”