Toyota 2011 Annual Report Download - page 33

Management and
Corporate Information
Business and
Performance Review
Financial Section and
Investor InformationSpecial Feature
Message/Vision
Corporate Governance
Basic Approach to Internal Control System and Its Development
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) and other
systems. Significant matters will be properly submitted and discussed at the Board of Directors’
meeting 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, etc. and compliance by
establishing coordinated systems with all regions, establishing rules or preparing and delivering
manuals and by other means, as necessary through 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, etc., 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 Directors will promptly determine the management policies based on precise on-the-spot
information and, in accordance with Toyota’s advantageous “field-oriented” approach, delegate a
high level of authority to Chief Officers (Senior Managing Officers and Managing Officers) who take
responsibility for business operations in each region and function. The Chief Officers will proactively
compose business plans for the regions and functions under their leadership and execute them in a
swift and timely manner in order to carry out Toyota’s management policies. The Directors will supervise
the execution of duties by the Chief Officers.
3) Toyota, from time to time, will make opportunities to listen to the opinions of various stakeholders,
including external experts in each region, 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.
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.
Accordingly, Toyota has developed its basic policy regarding the following items as stipulated in the
Corporation Act:
(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 of Directors’ meeting 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.
Emphasizing Frontline Operation + Mulitidirectional Monitoring
Appointment
Shareholders
Disclosure Committee
Internal
Auditing Department
International Advisory Board
Labor-Management Council
Joint Labor-Management Round Table Conference
CSR Committee*
Toyota Environment Committee
External Accounting Auditor
Board of Directors
Senior Managing Officers
or Managing Officers
Internal control systems
Audit for consolidated financial
statements and internal control
over financial reporting
Board of Corporate Auditors
Majority are outside
corporate auditors
* The CSR Committee deliberates on and
makes decisions concerning CSR-related
planning, corporate ethics, legal comp
liance,
risk management and social contribution
activities.
Toyota’s Corporate Governance
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.
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R&D and Intellectual Property
Corporate Philosophy
Management Team
Corporate Governance
Risk Factors
Other Management and Corporate Data
33TOYOTA ANNUAL REPORT 2011