Corporate Governance
Basic Stance
The first item in our Corporate Philosophy is “corporate growth while fulfilling our responsibilities in harmony with society as a good corporate citizen,” and we are promoting sustainable corporate activities through rigorous adherence to corporate ethics. We believe it is important to maintain and further improve the efficiency, fairness, and transparency of management, and we aim to enhance corporate governance based on five specific items: (1) ensure shareholders' rights and equality; (2) ensure appropriate cooperation with stakeholders other than shareholders; (3) ensure appropriate information disclosure and transparency; (4) appropriate execution of the roles and responsibilities of the Board of Directors; and (5) constructive dialogue with shareholders. We have also established a basic stance on compliance and risk management, and are implementing activities accordingly.
Response to the Corporate Governance Code
Toyota Boshoku has determined that it is in compliance with all principles of the Corporate Governance Code. Please refer to our Corporate Governance Report (provided in Japanese only), which was submitted to the Tokyo Stock Exchange.
Corporate Governance System
Toyota Boshoku has appointed five internal directors and four outside directors with extensive experience and broad insight. Through their supervisory function, the outside directors serve to ensure the legality and appropriateness of decision-making by the Board of Directors and the execution of duties by directors.
The four persons appointed as outside directors satisfy the requirements for independent directors as stipulated by the Financial Instruments Exchange. They have been designated as independent directors of the Company because it has been determined that there is no risk of conflicts of interest with general shareholders.
In addition, we have adopted a corporate auditor system, in which a five-person structure that includes three outside Audit & Supervisory Board members audits the management of directors.
Audit & Supervisory Board members audit the business execution of directors, as well as the business and financial condition of subsidiaries in and outside Japan. Such initiatives, including assigning dedicated staff to the Audit & Supervisory Board Office, help strengthen the functions of the Audit & Supervisory Board.
The three persons appointed as outside Audit & Supervisory Board members satisfy the requirements for independent auditors as stipulated by the Financial Instruments Exchange. They have been designated as independent auditors of the Company because it has been determined that there is no risk of conflicts of interest with general shareholders.
The Management Advisory Council was established as a forum for the candid exchange of opinions related to such matters as management issues, appointment and dismissal of management, nomination of candidates for director and Audit & Supervisory Board member, and compensation for management and directors.
System diagram of corporate governance (as of June 12, 2026)
Initiatives to strengthen corporate governance
Ratio of outside officers
1. Board of Directors
Number of meetings held in FY2026: 13
The Board of Directors convenes at least once a month, and as the management decision-making body, decides on important management matters such as legal matters, corporate hoshin (policy), business plans and capital investment plans, and also monitors business execution.
The Board of Directors is chaired by the Chairman.
Items that should be submitted to the Board of Directors are stipulated in rules of the Board of Directors, and other items are delegated to the President, Chief Officers, etc. in accordance with the Authorization Policy.
Main discussions at the Board of Directors in FY2026
| Corporate and operational strategies |
|
|---|---|
| Governance and officer-related |
|
| Shareholders, capital policy and IR |
|
| Sustainability and human capital |
|
| Risk management and internal control |
|
| Finance and investment |
|
2. Audit & Supervisory Board member, Audit & Supervisory Board
Number of meetings held in FY2026: 14
The Audit & Supervisory Board consists of two standing Audit & Supervisory Board members and three outside Audit & Supervisory Board members, and the lead standing member serves as Chair of the Audit & Supervisory Board.
The main items discussed by the Audit & Supervisory Board include the audit policy and audit implementation plans, status of development and operation of internal control system, risk management, compliance controls, appropriateness of audit method performed by accounting auditors and the results thereof.
We evaluate the effectiveness of the Audit & Supervisory Board in order to contribute to the enhancement of corporate value over the medium to long term. In fiscal 2026, questionnaires and interviews were conducted with all Audit & Supervisory Board members. We are striving to improve the effectiveness of the Audit & Supervisory Board by recognizing issues that the Board should address in the future and working to address those issues, through measures such as analyzing content and obtaining evaluative opinions.
With regard to the activities of Audit & Supervisory Board members, they conduct audits of internal divisions and group companies in and outside Japan based on the audit policy and annual plans, communicate with directors, etc., attend the Board of Directors, Corporate Planning Meeting and other important meetings, inspect important documents, etc., and exchange information with the internal auditing department and accounting auditors. In fiscal 2026 in particular, to leverage the specialized expertise of our outside auditors, we expanded opportunities—such as exchanges of views with directors and the internal auditing department, as well as audits of internal divisions and subsidiaries in and outside Japan—beyond previous levels, with the aim of improving audit quality.
Main discussions at Audit & Supervisory Board in FY2026 (excluding audit reports)
| General management |
|
|---|---|
| Internal control and auditing |
|
| Other |
|
3. Management Advisory Council
Number of meetings held in FY2026: 3
The Management Advisory Council has been established as an equivalent body to the Compensation Committee and the Nomination Committee. To incorporate independent perspectives, the Management Advisory Council is composed of four outside directors (Junko Shiokawa, Takafumi Seto, Yasuhiko Yamazaki, Hiroko Ohmura), along with two internal directors (Chairman Shuhei Toyoda and President Masayoshi Shirayanagi), with independent outside directors making up the majority. The Chairman of the Board serves as the Chair of the Management Advisory Council. (FY2026 members: outside directors (Akihiro Koyama, Junko Shiokawa, Takafumi Seto, Yasuhiko Yamazaki), Chairman Shuhei Toyoda and President Masayoshi Shirayanagi)
The Management Advisory Council, as an advisory body to the Board of Directors, deliberates on important corporate strategies and issues, the selection and dismissal of management, compensation, succession planning and other matters, and has the authority to determine the amount of individual compensation for directors upon resolution by the Board of Directors.
Furthermore, the regulations of the Management Advisory Council established in December 2018 stipulate the members of the Management Advisory Council and the content of its agenda.
Main discussions at Management Advisory Council in FY2026
| Officer compensation |
|
|---|---|
| Organization & structure |
|
Business Execution System
Toyota Boshoku adopts an organization consisting of five units (Corporate Operation, Research & Development, Functional Collaboration, Production, and Regional Business). We have introduced a Chief Officer System to ensure cross-functional cooperation, and have assigned Segment Chiefs, etc. so as to clarify roles, responsibilities, and authority, simplify the decision-making process, and make quick management decisions.
The Corporate Planning Meeting is held twice a month to ascertain the status of implementation of the above, share information on important management issues, and make decisions, while the Corporate Strategy Meeting is held as necessary to deliberate and set the direction for company-wide corporate strategies, as well as products and regional strategies. In this way, as well as ensuring thorough deliberation on issues prior to submission to the Board of Directors, we strive to quicken our response to management challenges. In addition, we have established the Corporate Management Meeting, where information is shared among internal directors, standing Audit & Supervisory Board members, Chief Officers, Segment Chiefs, etc., as well as various committees and meeting bodies, so as to enhance deliberations on individual matters and regularly monitor and follow-up on the status of business execution based on policies decided by the Board of Directors.
Roles of various meeting bodies
| Meeting body | Role | Frequency |
|---|---|---|
| Corporate Strategy Meeting |
|
As needed |
| Corporate Planning Meeting |
|
Twice a month |
| Corporate Management Meeting |
|
Once a month |
Support Structure for Outside Directors and Audit & Supervisory Board Members
Executive management and standing Audit & Supervisory Board members provide explanations about required knowledge pertaining to areas such as the Company's businesses, financial affairs and organizations when outside directors and outside Audit & Supervisory Board members assume office. The Company also sends materials of the Board of Directors and Audit & Supervisory Board beforehand to outside directors and outside Audit & Supervisory Board members and provides them with prior explanations on the important matters of agenda items submitted to the Board of Directors. Furthermore, opportunities are provided for interaction with officers and employees, and plans are made for them to tour plants and offices. The Company has assigned dedicated staff to the Audit & Supervisory Board Office as part of a structure for supporting the day-to-day auditing activities of standing Audit & Supervisory Board members. They also support the auditing activities of outside Audit & Supervisory Board members through the operation of the Audit & Supervisory Board.
Evaluation Results of the Effectiveness of the Board of Directors
Toyota Boshoku conducts annual evaluations of the Board of Directors to assess its effectiveness and drive continuous improvement, ensuring that it functions as a decision-making body that contributes to the sustainable enhancement of corporate value.
1. Method
- 1) The officer in charge of the administrative office of the Board of Directors conducts a questionnaire and interviews with all directors and Audit & Supervisory Board members, including outside members, in February.
- 2) The evaluation results and the improvement measures for issues are summarized and reported to the Board of Directors in March for discussion.
Evaluation process
2. Overview of fiscal 2026 evaluation results
- 1) Important matters were incorporated into the annual agenda schedule of the Board of Directors and systematically confirmed. In addition, we held discussions in a variety of settings to further clarify our target of becoming the Interior Space Creator and deepen our shared understanding. Furthermore, to enhance the provision of information to outside directors, we continued our established practices of organizing site visits to our offices in and outside Japan, facilitating interactions with company members, and providing prior explanations concerning board meeting agenda items. At an informal meeting*, we addressed a topic related to the business portfolio, which was proposed by an outside director, and discussed our understanding of the current situation and the challenges we face. As a result, the evaluation has shown that the effectiveness of the Board of Directors in making important management decisions and supervising business execution has been ensured and improved
- 2) Meanwhile, some outside directors expressed the view that the Board should receive reports on whether previously approved investments and new business initiatives are performing and progressing as planned.
- 3) There was also a request for more detailed information to be shared regarding the shareholder and investor response to IR activities, the atmosphere at those events, and the market's assessment, as this would facilitate discussions.
- A forum for an open exchange of views among board members, held after the board meeting
3. Improvement measures
Toyota Boshoku will strive to make the following improvements to ensure even greater effectiveness of the Board of Directors.
- 1) Strengthening the supervisory function of the Board of Directors
We will establish a system to regularly report the progress of investments and new businesses to the Board of Directors, with the aim of strengthening its supervisory function. - 2) Enhancing the content of reports on IR activities
In fiscal 2026, outside director participated for the first time in dialogues with overseas investors as part of our IR activities, engaging in a direct exchange of views on investor perspectives and market assessments. Going forward, we will build a system to gather and organize in greater detail information gained through our IR activities, such as shareholder and investor responses and market trends, and share this with the Board of Directors. This will enable us to appropriately incorporate market perspectives into management, leading to the enhancement of corporate value over the medium to long term. - 3) Enhancing support for outside officers
Next fiscal year we will continue with our activities for promoting understanding among outside directors, including pre-board meeting explanations, site visits to various facilities, and opportunities for interaction with officers and employees. We are committed to enhancing the operations of the Board of Directors and further improving its supervisory function.
Policy for Deciding the Amount of Officers' Compensation and the Calculation Method
The Policy for deciding the amount of compensation for Directors and Operating Officers is adopted by a resolution of the Board of Directors based on deliberations by the Management Advisory Council, in which outside directors constitute a majority.
Furthermore, with the aim of enhancing objectivity and transparency in the determination of directors' compensation, etc., the Board of Directors passed a resolution at its meeting held on March 30, 2026, to revise the Policy for deciding the amount of compensation for Directors and Operating Officers. The purpose of this revision is to establish a compensation system that encourages the enhancement of business performance and corporate value, with a view to achieving our 2030 Mid-term Business Plan.
Main revisions to the Policy for deciding the amount of compensation for Directors and Operating Officers
- Revisions as of March 30, 2026 (effective next fiscal year)
- The proportion of stock compensation in the total compensation for directors has been increased
- The degree of achievement of ESG targets—which has been designated as a non-financial metric for 2030—has been added as a KPI for calculating performance-linked compensation, in addition to operating profit
- TSR* has been introduced as a metric for calculating stock compensation
- Total Shareholder Return
1. Basic approach
In order to realize a compensation system that is highly linked to the Company's business performance, the following are reflected in part of the compensation structure:
- 1) we set the disparity between positions reasonably in light of the roles and responsibilities, and
- 2) grant stock-based compensation under the transfer-restricted stock compensation plan to directors other than outside directors.
In addition, in order to reflect annual performance and efforts to improve medium-term corporate value in compensation (bonus),
- 3) the Company's uniform annual performance and the degree of achievement of annual hoshin (policy) by each individual for the single year, and
- 4) evaluation of medium-term corporate value enhancement in terms of the enhancement of social value and economic value.
2. Approach to the level of compensation
For the level of compensation, we select companies listed on the Prime Market of the Tokyo Stock Exchange for benchmarking, based on their corporate size, consolidated revenue, consolidated operating profit, and number of company members and we confirm the appropriateness of compensation amounts while also incorporating the results of external compensation survey organizations.
3. Directors' compensation
Annual compensation for directors is limited to 600 million yen (including 70 million yen for outside directors), as resolved at the Ordinary General Meeting of Shareholders held on June 17, 2020. The number of directors as of the close of this Ordinary General Meeting of Shareholders was nine, including four outside directors.
Please see the table below, “Structure of Directors' Compensation,” for details on the types of compensation, payment criteria, and the structure of compensation.
Structure of Directors' compensation
- Annual compensation for directors is limited to 600 million yen (including 70 million yen for outside directors), as resolved at the Ordinary General Meeting of Shareholders held on June 17, 2020. The number of directors as of the close of this Ordinary General Meeting of Shareholders was nine, including four outside directors
- Consolidated operating profit for the fiscal year ended March 31, 2026 was 53.9 billion yen
4. Compensation for outside directors
Outside directors are paid only fixed monthly compensation as they are expected to fulfill their roles and responsibilities from a standpoint completely independent of business execution.
5. Compensation for Audit & Supervisory Board members
Audit & Supervisory Board members are paid only fixed monthly compensation and there is no variable factor based on performance. Compensation for Audit & Supervisory Board members is determined through discussion among the Audit & Supervisory Board members within the limit of compensation set by resolution of the Ordinary General Meeting of Shareholders held on June 14, 2022 (not to exceed 130 million yen per year; the number of Audit & Supervisory Board members as of the close of this Ordinary General Meeting of Shareholders was four).
6. Procedures for determining compensation, etc.
In order to ensure the appropriateness of the level and amount of compensation and transparency in the decision-making process, the decision on specific individual compensation payments based on the policy for deciding the amount of compensation is entrusted to the Management Advisory Council, which is composed of four independent outside directors, Chairman (the Chair of the Council), and the President.
The process is set forth in the Board of Directors Rules and the Management Advisory Council Rules, and since the amount of compensation for each individual director is determined through established procedures, the Board of Directors believes that the details thereof are in line with the policy for deciding the amount of compensation. Regarding the determination of compensation amounts for the Company's directors in the fiscal year ending March 2026, the Management Advisory Council deliberated on December 22, 2025, and May 18, 2026.
7. Transfer-restricted stock compensation
The stock compensation limit (within 400 million yen per year and within 200,000 shares per year) defined at the General Meeting of Shareholders held on June 12, 2026 has been approved. The specific timing and allocation of the payments have been approved by the Board of Directors.
| Applicable recipients | Toyota Boshoku directors (excluding outside directors) |
|---|---|
| Timing and distribution of allowance | Decided by the Board of Directors |
| Shares compensation system upper financial limit | Up to 400 million yen per year |
| Upper limit on shares allowance | Up to a total of 200,000 regular shares per year for applicable board members |
| Period of restrictions on shares transfer | Until immediately after stepping down as Toyota Boshoku director |
| Amount paid | Set by the Board of Directors at an amount that will not provide undue advantage to the applicable board member(s), based on the Tokyo Stock Exchange closing price of regular Toyota Boshoku shares on the last business day before the Board of Directors resolution |
| Conditions for lifting restrictions on shares transfer | Restrictions will be lifted upon expiry of the period of restrictions. However, restrictions will also be lifted upon expiration of term of office, death, or stepping down as director for other legitimate reasons. |
| Non-compensation acquisitions | In cases where illegal activity has taken place, or there is other justifiable reason established by Toyota Boshoku's Board of Directors, Toyota Boshoku can acquire allotted shares without compensation during the period of restrictions on shares transfer. |
Total amount of compensation, etc. for directors and Audit & Supervisory Board members (April 2025–March 2026)
| Category | Total compensation, etc. (million yen) |
Total compensation, etc. by type (million yen) | Number of persons to be paid |
||
|---|---|---|---|---|---|
| Fixed compensation (Monthly compensation) |
Performance-linked compensation (Bonuses) | Stock compensation (Transfer-restricted stock) |
|||
| Director (of which outside directors) |
413 (50) |
256 (50) |
121 (–) |
34 (–) |
10 (4) |
| Audit & Supervisory Board Member (of which outside Audit & Supervisory Board members) |
107 (31) |
107 (31) |
– | – | 6 (3) |
| Total (of which outside officers) |
521 (81) |
364 (81) |
121 (–) |
34 (–) |
16 (7) |
- Note:
- 1. The above compensation includes one director and one auditor who retired as of the close of the 100th Ordinary General Meeting of Shareholders held on June 11, 2025
- 2. The number of persons to whom performance-linked compensation (bonuses) and stock compensation (transfer-restricted stock) will be paid is five directors (excluding outside directors)
Skills and Reasons for Election of Directors
This table defines the experience and expertise (skills) that Toyota Boshoku requires in the Board of Directors to realize our 2030 Target.
We defined essential skills in 10 fields for the purpose of achieving continued growth amid the changing business environment, encompassing elements linked to execution of our 2030 Medium-term Business Plan and enhancement of corporate value.
Going forward, we will revise the skill items as required in response to changes in the business environment and strategies, in efforts to strengthen the functionality of the Board of Directors and to boost sophistication of governance.
| Skill | Experience & knowledge concept | Requirements |
|---|---|---|
| Corporate management | Management discernment to achieve sustained growth in a changing business environment | Management experience and achievements in Japan and outside Japan |
| Global | Business management experience at sites outside Japan and global knowledge | Experience as a site manager or similar at a subsidiary outside Japan |
| R&D | Engineering ingenuity to create comfortable and safe interiors | Able to contribute as an Interior Space Creator |
| MONOZUKURI (manufacturing, production engineering) | Manufacturing and engineering capability to consistently offer high quality products | Experience as a plant manager and in production engineering, etc. |
| Sales and purchasing | Sales and procurement capabilities to collaborate with business partners while striving to reduce environmental impact | Able to innovate through sales and procurement activities |
| Finance and Accounting | Financial strategy capabilities to boost capital efficiency and profitability | Able to execute highly transparent financial governance |
| HITOZUKURI (human resources) | Drive human resource development while respecting diversity and teamwork | Able to develop human resources who contribute to society |
| Legal and compliance | Enhance corporate value through compliance with laws and ordinances and risk management | Legal knowledge and capability in building governance structures |
| Environment and energy | Contribute to a sustainable society through environmental management | Environmental planning and proposal capabilities in a specialized field |
| IT and digital | Capable of management and business innovation through digital technology | Experience in organizational reform through the use of digital |
Skill matrix
| Classification | Name | Management Advisory Council | Corporate management | Global | R&D | MONOZUKURI (manufacturing, production engineering) | Sales and purchasing | Finance and Accounting | HITOZUKURI (human resources) |
Legal and compliance | Environment and energy | IT and digital |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chairman | Shuhei Toyoda | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||
| President | Masayoshi Shirayanagi | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||
| Director, Operating Officer | Hiroki Tsunoda | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Director, Operating Officer | Shunichi Iwamori | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Director, Operating Officer | Norimichi Adachi | ✔ | ✔ | ✔ | ||||||||
| Outside Director | Junko Shiokawa | ✔ | ✔ | ✔ | ✔ | |||||||
| Outside Director | Takafumi Seto | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||
| Outside Director | Yasuhiko Yamazaki | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||
| Outside Director | Hiroko Ohmura | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Standing Audit & Supervisory Board Member | Kazuo Koide | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Standing Audit & Supervisory Board Member | Hidenori Ozaki | ✔ | ✔ | ✔ | ✔ | |||||||
| Outside Audit & Supervisory Board Member | Hiroyuki Yokoyama | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||
| Outside Audit & Supervisory Board Member | Hiroshi Miura | ✔ | ✔ | ✔ | ✔ | |||||||
| Outside Audit & Supervisory Board Member | Yoshito Fujikawa | ✔ | ✔ | ✔ | ✔ | ✔ |
Reasons for election (As of June 12, 2026)
| Classification | Name | Reasons for election | Number of Board of Directors, Audit & Supervisory Board attended in fiscal 2026 |
|---|---|---|---|
| Chairman | Shuhei Toyoda | In addition to having held important positions in bases outside Japan and his experience as a director, Dr. Toyoda has held posts successively as President and Chairman of the Company and possesses experience based on many years of involvement in the Company's operations. His wealth of experience and broad insight can be utilized for management of the Company. | Board of Directors 13/13 meetings |
| President | Masayoshi Shirayanagi | In addition to having held important positions in purchasing, accounting, and external and public affairs divisions, and bases outside Japan, Mr. Shirayanagi has been involved in the management of the Company as President. His wealth of experience and broad insight can be made use of for management of the Company. | Board of Directors 13/13 meetings |
| Director, Operating Officer |
Hiroki Tsunoda | Mr. Tsunoda has been involved in company-wide R&D as Chief Technology Officer for mainly product planning and development, and new business promotion. He also has management experience as head of the regional headquarters in Asia. His wealth of experience and broad insight can be made use of for management of the Company. | Board of Directors 12/13 meetings |
| Director, Operating Officer |
Shunichi Iwamori | In addition to his experience in accounting and purchasing divisions at the Company as Chief Financial Officer and Chief Purchasing Officer, Mr. Iwamori was in charge of the Audit & Kaizen Department, which is the governance evaluation department. He was appointed as head of the regional headquarters in the Americas. His wealth of experience and broad insight can be made use of for management of the Company. | Board of Directors 13/13 meetings |
| Director, Operating Officer |
Norimichi Adachi | Mr. Adachi has served as Chief Quality Officer of the Quality Segment and has been in charge of manufacturing at the regional headquarters in the Americas, and served as Segment Chief of the Production Segment. He has been involved in manufacturing in every part of the Company, and has management experience both in and outside Japan as head of regional headquarters. His wealth of experience and broad insight can be made use of for management of the Company. | Board of Directors 11/11 meetings*1 |
| Outside Director | Junko Shiokawa | Ms. Shiokawa was elected as a director because it was deemed that she could reflect in the management of the Company the broad insight she has gained as an attorney on global cases related to investment funds, finance, cross-border M&A, and investment fund-related dispute resolution. | Board of Directors 13/13 meetings |
| Outside Director | Takafumi Seto | Dr. Seto was elected as a director because it was deemed that he could reflect in the management of the Company his research in conjunction with his diverse engineering knowledge and skills, and offer valuable insights regarding pioneering research for future society, as well as conduct joint research with the Company on the theme of realizing comfortable spaces for near-future automobiles, and contribute to the Company's future business. | Board of Directors 13/13 meetings |
| Outside Director | Yasuhiko Yamazaki | Mr. Yamazaki was elected as a director because it was deemed that he could reflect in the management of the Company his experience as an Executive Vice President of Denso Corporation, where he also serves as Chief Strategy Officer, Chief Human Resources Officer. He also has a wealth of global experience and knowledge working in various businesses, functions, and postings, including as the Head of overseas offices and the Head of company-wide manufacturing functions. | Board of Directors 11/13 meetings |
| Outside Director | Hiroko Ohmura | Ms. Ohmura was elected as a director because it was deemed that she could reflect in the management of the Company her extensive experience and deep insight in enhancing corporate value through her involvement in marketing field, branding strategy, and new business development at Yamaha Corporation. | –*2 |
| Standing Audit & Supervisory Board Member |
Kazuo Koide | In addition to having held important positions in purchasing, human resources, and the Audit & Kaizen Department, Mr. Koide possesses experience as head of the regional headquarters in China. His extensive management experience and broad insight can be made use of for the auditing system of the Company. | Board of Directors 13/13 meetings Audit & Supervisory Board 14/14 meetings |
| Standing Audit & Supervisory Board Member |
Hidenori Ozaki | In addition to having held important positions in the sales division and bases outside Japan, Mr. Ozaki has experience in corporate planning and as head of the regional headquarters in the Americas. His abundant management experience and broad insight can be made use of for the auditing system of the Company. | Board of Directors 11/11 meetings*1 Audit & Supervisory Board 11/11 meetings*1 |
| Outside Audit & Supervisory Board Member |
Hiroyuki Yokoyama | Mr. Yokoyama was elected as an Audit & Supervisory Board member because it was deemed that he could reflect in the auditing system of the Company his experience in the quality assurance division and at locations outside Japan at Toyota Motor Corporation, as well as his extensive experience and insight gained at Daihatsu Motor Co., Ltd. | Board of Directors 13/13 meetings Audit & Supervisory Board 14/14 meetings |
| Outside Audit & Supervisory Board Member |
Hiroshi Miura | Mr. Miura was elected as an Audit & Supervisory Board member because it was deemed that he could reflect in the auditing system of the Company his experience as a certified public accountant and broad insights related to accounting, financial auditing and governance from his experience over many years in financial auditing and corporate management advisory services. | Board of Directors 12/13 meetings Audit & Supervisory Board 14/14 meetings |
| Outside Audit & Supervisory Board Member |
Yoshito Fujikawa | Mr. Fujikawa was elected as an Audit & Supervisory Board member because it was deemed that he could reflect in the auditing system of the Company his experience as an attorney-at -law and patent attorney, extensive knowledge and experience in corporate governance, litigation, and other dispute-related legal affairs, as well as in corporate legal work, including intellectual property, and can contribute to maintaining and strengthening to the Company's corporate governance. | Board of Directors 13/13 meetings Audit & Supervisory Board 14/14 meetings |
- Outside Director Yasuhiko Yamazaki is an Executive Vice President of Denso Corporation, a business partner of the Company
- Outside Audit & Supervisory Board Member Hiroyuki Yokoyama was formerly Executive Advisor at Daihatsu Motor Co., Ltd., a business partner of the Company
- Since his appointment on June 11, 2025
- Outside Director Hiroko Ohmura was nominated as an Outside Director at the 101st Ordinary General Meeting of Shareholders, held on June 12, 2026
Policy and Procedure for Appointing and Dismissing Management, and Nominating Candidates for Director and Audit & Supervisory Board Member
The appointment and dismissal of management and the nomination of candidates for director and Audit & Supervisory Board member are discussed and deliberated by the Management Advisory Council before the Board of Directors makes a resolution. Our policy for the appointment of management and the nomination of director candidates is based on a comprehensive review from the perspective of having the right people in the right places, so that accurate and prompt decisions can be made while taking into consideration the extent to which they have the skills required for execution and oversight.
The policy on nomination of candidates for Audit & Supervisory Board member involves a comprehensive examination of whether the person has knowledge regarding finance and accounting, a general understanding of the Company's business and diverse perspectives on corporate management.
The policy on nomination of candidates for outside director and Audit & Supervisory Board member involves a comprehensive examination of the requirements for externality stipulated in the Companies Act and the independence criteria established by the Financial Instruments Exchange, and whether the person has extensive experience and broad insight.
Developing the Next Generation of Executive Management Candidates
As part of the development of successors for executive management, candidates are discussed by succession committees (GSCT*1 and GSC*2). In addition, we hold training programs for managers and executive candidates to improve the skills and abilities required for management. Moreover, we select and develop young talent who will be the future leaders of the Toyota Boshoku group.
- Global Succession Committee by Top Executives: Executive management successor development committee comprising members at the Operating Officer level and above
- Global Succession Committee: Global key post (presidents of business sites, director, division general manager, etc.) successor development committee comprising members at the level of Toyota Boshoku Chief Officer and above, including regional CEO
Developing system
- Regional Succession Committee: Successor development committee for key posts other than those discussed in the GSC by Segment Chiefs or Chief Officers/Field Chiefs/Division General Managers and regional CEOs/Operating Officers
- Registration system for priority training individuals to strengthen the development of young people for the Toyota Boshoku group