Form 6-K TOYOTA MOTOR CORP / For: June 24
3. System to ensure that members of the board of directors, etc. of subsidiaries perform their functions efficiently
TMC will ask the members of the board of directors of its subsidiaries to quickly determine the management policies on the basis of on the ground information, determine responsibilities, implement appropriate delegation of authority based on responsibilities and conduct business effectively.
4. System to ensure that members of the board of directors, etc. and employees of subsidiaries conduct their activities in accordance with applicable laws and regulations and the Articles of Association
TMC will require its subsidiaries to establish 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 subsidiaries and will respond to compliance issues and questions of its subsidiaries through whistleblower offices established by its subsidiaries and through the office of disclaimer that TMC has established outside the company and covers its subsidiaries. in Japan and other chains.
TMC has extended the ?? Toyota Guiding Principles ?? and the “Toyota Code of Conduct” to its subsidiaries. Through this, as well as the propagation of 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 employees. subsidiaries.
TMC has clarified the roles and tasks linked to the management of the subsidiaries and each department manages the subsidiaries in a global way and adapted to their positioning. In addition, each fiscal year, TMC carries out management inspections of the subsidiaries by each department, the results of which are confirmed by the Board of Directors ?? meetings, etc
1. TMC provides guidelines to ensure that on important management matters in its subsidiaries, prior consent is sought from TMC or that reports are submitted to TMC in accordance with internal rules agreed between TMC and its subsidiaries. Among these important management issues, those that have implications for the Group’s operations are discussed at TMC’s Board of Directors. meetings in accordance with TMC standards stipulating matters to be discussed at the Board of Directors.
2. TMC requires its subsidiaries to establish a system to implement initiatives related to risk management, such as finance, safety, quality, environment and natural disasters, and requests them to report important risks immediately to TMC by communicating regularly with the subsidiaries. Important issues and related actions are discussed at sustainability or board meetings ?? meetings, etc. in accordance with the standards for the submission of cases.
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 delegated appropriately, and requires improvements where necessary.
4. TMC reviews important 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 should be instituted in the subsidiaries. TMC also provides subsidiaries with guidelines on performing regular voluntary inspections to ensure that these rules are incorporated into the day after day
operations of its subsidiaries. In addition, TMC performs special audits as needed, as well as direct audits in accordance with the accounting-subsidiary audit plan that is formulated each year, and the results of these audits are communicated to the relevant TMC officers. In addition, to ensure that the functions performed by directors etc. of subsidiaries comply with laws and regulations, TMC strives to educate these directors, etc. the laws and regulations they must comply with, key points to ensure such compliance, and so on.
TMC is informed of compliance issues and issues at its subsidiaries through whistleblower offices established by its subsidiaries and through the whistleblower office that TMC has established outside the company to cover its subsidiaries in Japan. Factual investigations are conducted by the relevant subsidiaries and divisions of TMC, and necessary actions, including corrective actions and reports to the relevant officers, are taken.
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