Corporate Governance
Maintaining and Enhancing EfficientManagement and the Fairness andTransparency of Corporate Activities
We believe that enhancing the long-term stability of corporate
value and maintaining society’s confidence in Toyota Industries are
extremely important management issues. Taking the enrichmentof society through business activities as a basic premise, we also
consider it vital to build good relationships with stakeholders ranging
from shareholders and customers to business partners, local
communities and employees.
With this in mind, we are working to maintain and enhance
management efficiency and the fairness and transparency ofcompany activities by strengthening corporate governance. In
addition to building a corporate governance system that can respondquickly and flexibly to changes in the business environment, we areworking to reinforce management supervision and to provide timely
and accurate information disclosure.

Towards Speedy and Efficient Management
Toyota Industries is striving to increase the efficiency and speed ofmanagement as well as facilitate appropriate decision-making. We
hold Board of Directors meetings every month to discuss and resolve
important management matters and monitor business operations.
A Management Committee has also been established to discuss
important matters such as corporate vision, management policies,
medium-term business strategies and major investments. This
committee consists of directors above the executive vice president
level, and when the president considers it necessary, other relevant
directors also attend meetings.
We have adopted a divisional organization system and have
set up a Business Operation Committee to enable the president tooversee business operations through general managers (directors) ofeach division.
At the Management Council, directors and managing officers
convene to share reports on the monthly status of operations of eachbusiness.
These committees and meetings facilitate precise decisionmaking, ensuring fair and efficient management.

Strengthening Auditing through the Board ofAuditors and Corporate Auditor’s Office
Toyota Industries has chosen to maintain a Corporate Auditor/Boardof Corporate Auditors system. The Board of Corporate Auditors
consists of five corporate auditors, three of whom are independent
auditors who bring an outsider’s viewpoint and an auditing
perspective combined with professional experiences and careers toour internal monitoring function. Meetings of the Board of Corporate
Auditors are held once a month to discuss and make decisions onimportant matters, such as auditing policy and reporting.
The Corporate Auditor’s Office has been established to reinforce
the auditing of duties carried out by directors. It is staffed by five44

Toyota Industries Corporation

Annual Report 2007

dedicated personnel who work directly for the corporate auditors andare not under the authority of our directors.
The corporate auditors also cooperate with the Audit Office,which is in charge of internal audits, and independent auditors,
receiving reports as appropriate and, where necessary, conducting
additional surveys.

Thorough Implementation of Compliance via
Corporate Code of Conduct Committee
Toyota Industries perceives compliance as observing laws andregulations in addition to respecting local cultures and customs in amanner that is in tune with the changing times.
The Corporate Code of Conduct Committee plays a central
role in strengthening the Company’s systems and mechanisms,
stipulating conduct guidelines and making every effort to ensure that
all employees are informed through education and enlightenment
activities. This committee is in charge of controlling the Toyota
Industries Group’s overall corporate activities regarding complianceand crisis response. Chaired by the president, the committee
consists of directors, including the chairman and the president, as
well as managing officers and corporate auditors, and meets several
times a year. Confirming the status of any important incidents that
may have occurred along with the countermeasures and responses
adopted, the committee draws on these outcomes in deliberating on
the matters to be addressed in the coming fiscal year.
In conjunction with our overall efforts to further strengthen ourcompliance system, under the direction of the Corporate Code ofConduct Committee, we designated a number of departments aslegal compliance departments to provide thorough guidance to otherdivisions and departments on respective legal compliance.
Toyota Industries also established the Compliance Subcommittee
and the Information Security Subcommittee. These subcommittees
are comprised of a chairman nominated from among directors andmembers of relevant divisions and departments, and meet eachmonth to consider concrete measures directed toward boosting
compliance based on individual action plans.
The Audit Office and designated legal compliance departments
cooperate in supervising compliance in individual divisions,departments and affiliates in Japan and overseas.

Appropriate and Timely Disclosure ofInformation
To enhance management transparency, Toyota Industries is working
to strengthen its accountability by publishing quarterly financial
statements and establishing an Investor Relations Office to provide
information to shareholders and investors. We have also set up anInformation Disclosure Committee to ensure the completeness,
appropriateness and timeliness of important information disclosed infinancial statements and other materials.

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

ReportingAppointment/
Dismissal

Appointment/
Dismissal

Reporting
Cooperation

Board of Corporate Auditors

Independent Auditors

5 auditors(including 3 external auditors)
Monitoring

Board of Directors

Monitoring

Monitoring

Reporting

16 directors(including 1 external director)

Corporate Auditor’s OfficeAppointment/
Monitoring

ReportingAccounting
audit

Discussing/
ReportingPresident
Directives
Directives

ManagementCommittee(Deliberates onimportant matters frommanagement’sperspective)

ManagementCouncil

Business Operation
Committee(Reports on executionof business operations)(Follows up on executionof business operations)

Directives

Directives

Directives

ReportingCommittees*
Directives

Discussing/Reporting

Reporting

Reporting

Reporting

Audit OfficeInternal audits

Reporting

ReportingDirectors/Managing Officers
Business Divisions/In-House Company/Departments

Members of the Respective Committees and Meeting Frequency• Board of Directors: 16 directors (including 1 external director)
participate in monthly meetings.
• Management Committee: Meetings are held whenever importantmatters arise, and are attended by the chairman, the president, directors
above the executive vice president level and other relevant directors andmanaging officers, as specified by the president and according to thematters in question.
• Management Council: Directors and managing officers participate inmonthly meetings.
• Business Operation Committee: The president, executive vicepresidents and divisional general managers participate in two regularmeetings before the interim and annual closing of accounts whileirregular meetings are also held as required.

* Major Committees

Corporate Code of Conduct Committee
Environmental Committee
Export Transaction Control Committee
Stock Option Committee

Toyota Industries Corporation

Annual Report 200745