Toyota 2009 Annual Report Download - page 33

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(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” 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).
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Annual Report 2009 31