3. Arrangements for ensuring the efficiency of the performance of the duties of the members of the Board of Directors, etc. subsidiaries
TMC will require board members of its subsidiaries to promptly determine management policies based on on the ground information, determine responsibilities, implement appropriate delegation of authority based on responsibilities, and conduct business effectively.
4. System to ensure that board members, etc. and the employees of the subsidiaries carry out their activities in accordance with the laws and regulations in force and the articles of association
TMC will require its affiliates to implement a compliance system. TMC will periodically confirm its status and report the outcome at TMC sustainability meetings and other meetings.
TMC will promptly obtain information regarding the legal compliance and corporate ethics of its affiliates and respond to compliance-related issues and questions of its affiliates through whistleblower offices established by its affiliates and through the office of whistleblower that TMC has established outside the company and covers its subsidiaries. in Japan and other channels.
TMC has extended the “Guiding Principles at Toyota” and the “Toyota Code of Conduct” to its subsidiaries. Through this, in addition to propagating the corporate philosophy through staff exchanges, TMC provides guidance to ensure that these principles are properly integrated into the management philosophies and behavioral guidelines of its subsidiaries. .
TMC has clarified the roles and missions relating to the management of the subsidiaries and each department manages the subsidiaries in a global manner and adapted to their positioning. In addition, each financial year, TMC carries out inspections of the management of the subsidiaries by each department, the results of which are confirmed during meetings of the Board of Directors, etc.
1. TMC provides instructions to ensure that on material management matters in its subsidiaries, prior consent is sought from TMC or reports are submitted to TMC in accordance with internal rules agreed between TMC and its subsidiaries. Of these material management matters, those which have implications for the Group’s operations are discussed at meetings of the TMC Board of Directors in accordance with TMC’s standards stipulating that matters should be discussed at the Board of Directors.
2. TMC directs its subsidiaries to establish a system to implement initiatives related to risk management, such as finance, safety, quality, environment and natural disasters, and directs them to immediately report material risks to TMC through regular communications with the subsidiaries. Important issues and related measures are discussed at sustainability meetings or board meetings, etc. in accordance with the standards for the submission of questions.
3. TMC confirms that the organizational structure is reviewed in its subsidiaries to ensure efficient execution of operations, that responsibilities are appropriately determined and authority is appropriately delegated, and requires improvement where necessary.
4. TMC reviews material risk areas to ensure that each subsidiary’s compliance systems are adequate and undertakes activities to improve these systems and reports the results of these activities at its sustainability meetings, etc.
TMC has extended to its subsidiaries the financial compliance rules that must be instituted at the subsidiary level. TMC also provides subsidiaries with instructions on carrying out regular voluntary inspections to ensure that these rules are imbued in the day by day
operations of its subsidiaries. Furthermore, to ensure that the missions carried out by the directors, etc. of the subsidiaries comply with the laws and regulations, TMC strives to raise the awareness of these directors, etc. the laws and regulations they must comply with, key points to ensure compliance, etc.
TMC is made aware of its affiliates’ compliance issues and questions through the whistleblower offices established by its affiliates and through the whistleblower office that TMC has established outside of the company to cover its affiliates. in Japan. Factual investigations are conducted by relevant TMC subsidiaries and divisions, and necessary actions, including corrective actions and reports to relevant management, are taken.
– 34 –