CSR Social Activities

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 2016, the Company selected three independent outside directors with extensive experience and the ability to contribute to sustainable growth and enhanced corporate value over the medium and long term. In fiscal 2017, although we increased the number of independent outside directors by one, we also reduced the number of directors by two in an effort to streamline the structure. This will mean that four of the 10 directors are independent outside directors, which is expected to further enhance objectivity in monitoring management.

Rate of attendance by independent outside directors at Board of Directors meetings
Fiscal year 2015 2016
Attendance rate (%) 96 91

Corporate governance system (chart)

Corporate governance system
(Revised June 2017)

Evaluation results of the effectiveness of the Board of Directors

The effectiveness of the Board of Directors in fiscal 2016 was analysed and evaluated in the following manner through interviews with all directors and audit & supervisory board members, including outside members, conducted by corporate officers in charge of the administrative office of the Board of Directors.

  • Important management decision-making was handled effectively and duties were performed effectively
  • Number of directors, including multiple outside directors, as well as structure were generally appropriate
  • Necessary subjects were discussed and reported, oversight and decision-making were conducted in a timely and appropriate manner based on an exchange of opinions, and operations were running appropriately

Toyota Boshoku will work to enhance the effectiveness of the Board of Directors by thoroughly reviewing measures to address issues such as the appointment of outside corporate officers with a focus on streamlining and diversity.

We have established a system for remuneration and bonuses for directors, management and executives that is closely linked to corporate performance on the whole and reflects work responsibility and results. Based on this policy, the chairman and president review remuneration and bonuses and discuss the content via hearings that include outside directors and outside audit & supervisory board members before proposals and resolutions are submitted to the Board of Directors.

Further, a four-person structure that includes two outside audit & supervisory board members with extensive experience and insight in areas of specialty 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 Audit & Supervisory Board Members at Board of Directors meetings and Audit & Supervisory Board meetings
Fiscal year 2014 2015 2016
Attendance rate at Board of Directors meetings (%) 74 95 92
Attendance rate at Audit & Supervisory Board meetings (%) 77 97 92

Development and Operation of Internal Control System

Self-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.