In pursuit of its fundamental objective of deserving the trust placed in it by society and its stakeholders, Toray Group has developed a governance structure characterized by sincerity and transparency.
- Governance Structure
Toray supplies basic materials to a wide range of industries. The Company believes that decision-making, management and supervision by the Board of Directors, all of whom are thoroughly familiar with these industries, will result in responsible, transparent management. As such, the Company follows an autonomous approach to governance, strictly adhering to approval authority as stipulated by its Top Management Authority regulations. The Executive Committee and the Board of Senior Vice Presidents efficiently deliberate matters for the approval of the president and Board of Directors. Management is further supplemented by special company-wide committees in charge of important management issues.
Comprising four auditors including two external auditors, the Board of Corporate Auditors meets at least once every three months, and provides a thorough management oversight function.
In FY 2008, the auditors attended all the meetings of the Board of Directors. They also performed regular audits of business offices, plants, subsidiaries and affiliates in and outside Japan, as well as meetings involving all directors and general managers. This was carried out according to the plans and auditing policies for the current fiscal year decided by the Board of Corporate Auditors.
As required under Japan's Financial Instruments and Exchange Act as of the fiscal year ending March 31, 2009, Toray established an internal control system for financial reporting, and began its full-scale implementation in April 2008. The implemented financial reporting controls for FY 2008 were confirmed as effective, and the accounting auditors also deemed the system to be valid.
In March 2008, Toray reviewed its Basic Policy for Internal Control Systems- a policy which is required under Japan's Corporate Law. Some changes were made following a decision by a meeting of the Board of Directors in May 2006.
The main changes were as follows: (1) thorough implementation of security trade administration, (2) cutting all ties with antisocial forces, (3) promoting the establishment and operation of internal control systems for financial reporting. Details of these changes were described in the "Corporate Governance Report," submitted to the Tokyo Stock Exchange, and published on the company's website.
Toray holds meetings of the Central Labor and Management Council twice a year. The meetings are attended by directors at the senior vice president level and higher and labor representatives at the union head level and above. At these meetings, management-related information is shared, and there is an ongoing dialogue with the labor union. Resolution of labor issues is undertaken at separate Labor and Management Council meetings, and these have resulted in such initiatives as a system for helping improve employees' balance between work and family life, a system that was revised in April 2007.
