Focus

9Corporate GovernanceJapan’s Commercial Code was recently under review with a viewto ensuring that corporate governance functions fully andShareholders’ Meeting

properly. A new legal framework for corporate governance isBoard of Auditors

planned to go into effect in April 2003.
This section covers the corporate governance system of
Toyota Industries as of July 1, 2002. We are determined tocomply fully with the provisions of the amended Commercial
Code. Over and above that, we will make independent efforts toensure that we adhere to the spirit as well as the letter of the law,in Japan and overseas, conducting our business affairs fairly andtransparently. Accordingly, we intend to conform to the highest
possible standards with respect to disclosure of information andaccountability to shareholders and others concerned.

Board of Directors
Management Committee*
Business Operation Committee*** The Management Committee deliberates upon important mattersconcerning all aspects of management, such as company-wide strategy andallocation of management resources. The Committee is composed ofdirectors above Executive Vice President level. When he deems it necessary,
the President calls in certain other directors.
** The Business Operation Committee deliberates upon important mattersregarding each business segment. The Committee is attended by thePresident, directors in charge of corporate planning and directors assigned
to oversee divisional operations (division managers, etc.).

Decision-Making
As a rule, day-to-day operations are entrusted to division
managers or an in-house company president. Strategic

articles of incorporation is made by a director or the prospectdecision-making and the establishment of divisional andof such a violation is identified, it is reported to the Board ofcompany-wide business goals are discussed and decided byDirectors.

the Management Committee. Issues arising, when necessary
and appropriate, are presented for discussion by the Board ofInformation Disclosure

Directors, which includes five auditors charged with a legal

We have taken measures to improve

responsibility to prevent any unlawful or inappropriate

disclosure, including upgrading theresolutions. The management decision-making bodies ofIR section of our Web site. We are

Toyota Industries are the Board of Directors, the Management

examining ways of further

Committee and the Business Operation Committee.

reinforcing accountability toshareholders and others concerned,

Board of Auditors

such as expanding the volume andThe Board of Auditors is composed of five corporate auditors,

contents of information available toincluding two standing auditors and three outside auditors. In

the public.

http://www.toyota-industries.com/ir/

order to strengthen the auditing function and promote better
corporate governance, one additional outside auditor wasGood Corporate Citizenshipappointed at the Ordinary General Meeting of Shareholders

Code of Conduct Council

held on June 27, 2002. The corporate auditors, appointed at theIn the early 1990s, we established a Code of Conduct Council

Ordinary General Meeting of Shareholders, conduct operations

for the purpose of promoting awareness of ethical, legal,audits as well as accounting audits. For this purpose, the law

social and environmental issues. The Council is chaired by an

grants auditors a great deal of authority. In the operations audit,Executive Vice President. In 1998, the Council published athey investigate whether ordinances and articles ofguide for employees containing specific guidelines on goodincorporation are being observed by the directors in theconduct. The Council liaises closely with the Legal

execution of their duties. In order to prevent illegal or improper

Department, the Global Human Resources Department andresolutions from being made at meetings of the Board ofthe Audit Office, among others. It also conducts regularDirectors, the auditors attend the meetings and are able to give

checks of each department and promotes educational

their opinions if necessary. If any violation of an ordinance oractivities.

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TOYOTA INDUSTRIES CORPORATIONANNUAL REPORT 2002