Corporate Governance
Striving to Be a Company that Maintains the Trust of Society throughEstablishment and Meticulous Implementation of an Internal Corporate
Governance Structure
Maintaining and Enhancing Management
Efficiency and the Fairness and Transparency ofCorporate Activities

to meet with heads of each business division regularly to follow the stateof execution of the business policies in each division. At the Management
Council, directors and managing officers convene to confirm and share
information on the monthly status of the operations of each business.
These approaches enable precise decision-making and play a keyrole in the realization of an agile and efficient management structure.

Toyota Industries believes that it is of utmost importance to enhance
the long-term stability of corporate value and maintain society’s trust byimplementing the Basic Philosophy and earnestly fulfilling our corporatesocial responsibilities. Together with contributing to the enrichment ofsociety through our business activities, we also believe it is importantto build an amicable relationship with all stakeholders, starting fromshareholders and customers to business partners, local communities
and employees. Acting on this conviction, we are striving to maintain andenhance management efficiency and the fairness and transparency of
our corporate activities by building a corporate governance structure thatcan respond quickly and flexibly to changes in the business environment.
At the same time, we are bolstering management supervision andemphasizing the timely disclosure of accurate information as part of efforts
to upgrade our corporate governance.

Strengthening Auditing by Establishing theCorporate Auditor’s Office under the Board of
Corporate Auditors
Toyota Industries has adopted a corporate auditor/board of corporate
auditors system. Corporate auditors attend meetings of the Boardof Directors to confirm matters discussed. Meetings of the Board of
Corporate Auditors are held once a month to discuss and make decisions
on such important matters as auditing policy and reporting.
Additionally, the Corporate Auditor’s Office has been establishedunder the Board of Corporate Auditors with a staff of dedicated personnel
to reinforce the auditing of duties carried out by the directors.
The corporate auditors also cooperate with independent auditors
and the Audit Department, which is in charge of internal audits, receiving
timely reports as appropriate and, where necessary, conducting additionalsurveys.

Striving for an Agile and Efficient Management
Structure
Toyota Industries convenes monthly Board of Directors meetings todiscuss and resolve important management matters and monitor theexecution of the duties by directors. The Management Committee has
also been established to discuss important matters such as corporate
vision, management policies, medium-term business strategies andmajor investments. This committee is composed of directors above theexecutive vice president level as well as other relevant directors selectedby the president as determined by the matter discussed. Since we havedelegated significant authority to each business division under the divisionalorganization system, to better monitor various business activities we haveestablished the Business Operation Committee to enable the president

Establishing Committees for Responding to Key
Company-Wide Issues
To respond to key Company-wide issues, such as compliance andenvironmental conservation, we have established various committees,
including the Corporate Code of Conduct Committee, the EnvironmentalCommittee, the Export Transaction Control Committee and the StockOption Committee. These committees discuss and monitor management
methods and the means of corporate conduct.

Corporate Governance Structure of Toyota Industries Corporation
Shareholders’ Meetings
Appointment/
Dismissal

Appointment/
Dismissal

ReportingBoard of Corporate Auditors
5 auditors(including 3 external auditors)

Monitoring

Monitoring Monitoring

Cooperation

IndependentAuditors

Board of Directors
17 directors(including 1 external director)
Appointment/
Monitoring

Corporate Auditor’s OfficeAppointment/
Dismissal

Reporting

ReportingAccounting
audit
ReportingDiscussion/
ReportingPresident
Directives
Directives

ManagementCommittee

ManagementCouncil

Business OperationCommittee(Deliberates on important mattersfrom management’s perspective)(Reports on execution ofbusiness operations)(Follows up on the execution ofbusiness operations)

Directives

Discussion/
ReportingDirectives

Reporting(monthly)

ReportingBusiness Divisions/In-House Company/Departments
Subsidiaries/Affiliates

8Toyota Industries Report 2008

Committees*

Audit Dept.
Internal
Audit

Policies

Directives

Directors/Managing Officers

Reporting

Reporting

ReportingMajor Committees*
Corporate Code ofConduct Committee

Reporting

Environmental Committee
Export Transaction
Control Committee
Stock Option Committee

Establishing an Internal Control System
In accordance with the Corporate Law, in May 2006 Toyota Industries’
Board of Directors adopted the Basic Policies for the Establishment ofan Internal Control System as part of our persistent efforts to raise theeffectiveness and efficiency of business operations, maintain reliabilityof financial reporting and ensure full compliance. While establishing astructure that encompasses various systems and organizations, wewill rotate cycles for reviewing various regulations and evaluating andimproving operations, as we actively build effective frameworks for internalcontrol.
Highly aware of the frequent instances of corporate improprieties
in fiscal 2008, we carried out a host of activities to further strengthen
measures for ensuring comprehensive compliance. In tandem, we aremaking important progress with preparations for the implementationof J-SOX from fiscal 2009, taking such steps as building, operatingand evaluating systems that help assure the reliability of our financial
information. As we establish an internal control system, we also havedisclosed our basic stance on eliminating forces that run counter tosociety, while clarifying which departments are responsible for making
responses and preparing a response manual.

Thorough Implementation of Compliance via theCorporate Code of Conduct Committee
Toyota Industries believes that compliance transcends the mere
adherence to laws and regulations and also encompasses respecting
local cultures and customs in a manner that is in step with the changingtimes.
The Corporate Code of Conduct Committee, chaired by thepresident, is tasked with controlling the Toyota Industries Group’s overall
corporate conduct in areas related to compliance and crisis response.
Consisting of directors, managing officers and corporate auditors, thecommittee convenes several times per year to confirm the status of any
important incidents that may have occurred as well as countermeasuresand responses adopted. The committee draws on these outcomes todeliberate on matters to be addressed in the coming year.
We also carry out Company-wide education and training programs
according to the level of employees’ positions and their fields ofspecialization, while the designated legal compliance departments handle
education of persons in charge of related departments. In addition,
we undertake a diversity of enlightenment activities to raise employee
compliance awareness levels. We have augmented these initiatives byintroducing compliance e-learning for management supervisors, and infiscal 2008 all participants completed this program.
Moreover, we hold regular compliance study sessions for presidents
and persons responsible for executing business at subsidiaries andaffiliates as an integral part of our thorough Group-wide compliance.

Conduct Guidelines: Publishing Handbook for
Corporate and Employee Conduct
To ensure thorough compliance across the entire Group, we havecompiled specific conduct guidelines in the Handbook for Corporate andEmployee Conduct (first edition issued in 1998, revised in November2006) and require all employees to engage in sound conduct. Clarifyingmatters that must be adhered to both as a company and as individual
employees, the handbook focuses closely on laws and corporate ethics
and clearly describes acceptable and unacceptable behavior. These
conduct guidelines serve as the basis of the Group’s overall corporate
conduct, whereby we continuously strive to promote a deeper penetrationof these guidelines via education and training.

Setting Up the Corporate Ethics Hotline and Other
Consultation Desks
As one channel for employee consultation on compliance-related
matters, we established the corporate ethics hotline staffed by outsidelawyers. By strictly protecting employee privacy to ensure they are notplaced in a disadvantageous position, we are building a structure thatenables employees to rest assured when seeking advice on a variety ofcompliance-related matters.
As part of a structure capable of properly responding to compliancematters, we have also set up various types of consultation desks toaddress opinions and requests of customers and local residents as wellas to respond to an array of concerns and questions from employees andtheir families.

Timely Information DisclosureToyota Industries believes it is crucial to provide stakeholders with timely
corporate information even if the information is unfavorable. To ensure
the fairness of the information, we convene the Information Disclosure
Committee to discuss and determine the importance of informationand the necessity of timely disclosure. We then disclose information inaccordance with the Timely Disclosure Regulations prescribed by theTokyo Stock Exchange. We strive for the fair disclosure of information in
Japan and overseas by simultaneously posting financial information andfinancial summaries on our Japanese and English-language Websites.
In working to further enhance our information disclosure, we are
combining our Social and Environmental Report and Annual Report intoa single publication called the Toyota Industries Report to present a morecomprehensive overview of our corporate activities during the fiscal year
ended March 2008.

Timely Disclosure

Board of Directors
ReportingPresident

Timing of Meetings
Upon submission of the securities report (June)
Upon submission of the quarterly financial reports(August, November, February)
Upon submission of the financial summary(July, October, January, April)
Convened when necessary in cases where important mattersmust be determined or arise

Board of Corporate Auditors/Corporate Auditors

Reporting

ReportingInformation Disclosure Committee
Information Disclosure Committee Secretariat
Important information to be disclosed

Business Divisions/In-House Company/Departments

Respect for Shareholders’ Rights
Toyota Industries strives to convene its shareholders’ meeting at an earlydate to ensure the participation of as many shareholders as possible. At
the same time, we work to hold “open shareholders’ meetings” and makeevery effort to report business results and hold question-and-answer
sessions in a shareholder-friendly format.
Regarding dividends, in keeping with a basic policy of maintaining
stable dividends, Toyota Industries returns profits to shareholders taking
into consideration a comprehensive range of factors that include businessresults and the payout ratio. For fiscal 2008, we raised annual cash
dividends per share by ¥10.0 to ¥60.0, and the total amount of dividends
paid for the year was ¥18.7 billion.
With the aim of aligning the interests of management and theCompany and promoting business activities that maximize corporate
value, we have adopted a stock option system, mainly for directors andmanaging officers, that features the use of subscription rights to shares.

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