Corporate governance

The Toyota Boshoku group has stated as the first part of its corporate philosophy the desire to promote corporate growth while fulfilling our responsibilities as a good corporate citizen in order to satisfy all stakeholders. To realise this, the Company recognises the importance of maintaining and improving management efficiency, fairness and transparency as a global company alongside efforts to ensure sustainable corporate activities and will strive to expand and enhance its corporate governance. Specifically, the Company will advance the following: (1) Securing the rights and equal treatment of shareholders; (2) Appropriate cooperation with stakeholders other than shareholders; (3) Ensuring appropriate information disclosure and transparency; (4) Appropriate execution of the roles and responsibilities of the Board of Directors; and (5) Engaging in constructive dialogue with shareholders.

Corporate governance system

In addition to resolutely responding to the Corporate Governance Code, Toyota Boshoku is working to strengthen corporate governance with the aim of increasing corporate value.

The Board of Directors holds meetings at least once a month to decide on important management issues in such areas as legal matters, policies for the fiscal year, project plans and investment in facilities, while also monitoring conditions related to the implementation of operations. In fiscal 2015, the Company selected two outside directors with extensive experience and broad knowledge in corporate management and other areas in order to ensure the legality and appropriateness of decisions made by the Board of Directors and directors’ business execution. The number of outside directors also will be increased to three in fiscal 2016 to further enhance objectivity in monitoring management.

Rate of attendance by outside directors at Board of Directors meetings
Fiscal year 2015
Attendance rate (%) 96

In addition, Toyota Boshoku evaluated the effectiveness of the Board of Directors in line with the Corporate Governance Code and reviewed regulations concerning decision-making and meeting bodies.

Toyota Boshoku will change its management structure from fiscal 2016 with full-time executive officers positioned as organisation unit managers within each field and group in an effort to clarify the roles, responsibilities and authority of executive officers and simplify the decision-making process to enable speedier management judgment.

The Company has also adopted an Audit & Supervisory Board system in which directors’ management is audited by a five-person structure that includes three outside auditors. Audit & Supervisory Board Members attend key company meetings and conduct audit hearings and visiting audits to each division as well as audit the execution of operations of directors and the administration and the status of financial affairs of the group’s subsidiaries.

Attendance rate of outside auditors at Board of Directors meetings and Audit & Supervisory Board meetings
Fiscal year 2013 2014 2015
Attendance rate at Board of Directors meetings(%) 77 74 95
Attendance rate at Audit & Supervisory Board meetings(%) 79 77 97

Corporate governance system

Development and operation of internal control system

TSelf-inspections are conducted on the status of internal controls via a checklist in order to regularly review and assess organisational governance processes, and the respective internal auditing departments are working to prevent inappropriate behaviour and mistakes at all our global locations by conducting audits at Toyota Boshoku divisions, plants, subsidiaries and affiliates.