Jump to main content

Jump to global navigation

Jump to local navigation

Jump to header utility

Jump to footer

HOME > Social Responsibility > CSR Guidelines > Basic Policy & Enhance Corporate Governance and Management Transparency > Corporate Governance

CSR Guidelines

  • CSR Top
  • Top Message
  • CSR Basic Policy
  • CSR Guidelines
  • Basic Policy & Enhance Corporate Governance and Management Transparency
  • Corporate Governance
  • CSR Promotion Framework
  • Information Disclosure Principles
  • Uphold Corporate Ethics and Comply with Laws and Regulations
  • Emphasize Safety, Accident Prevention, and Environmental Preservation
  • Ensure Product Safety and Quality
  • Perform Risk Management
  • Promote Dialogue with Stakeholders
  • Step Up Environmental and Recycling Efforts
  • Secure and Train Personnel and Promote Human Rights
  • Cooperate with Suppliers in their Environmental and Social Initiatives
  • Pursue Social Initiatives
  • CSR Topics
  • Development of Science Technology
  • External Commendations
  • CSR Report

Basic Policy & Enhance Corporate Governance and Management Transparency

Corporate Governance

Toray Group has established unique governance structures based on an overriding goal of pursuing a style of management that brings accountability to society, maintains transparency, and responds in good faith to the trust of our communities.

Toray Group has established a set of Information Disclosure Principles in order to ensure the independent and fair disclosure of relevant information. The Principles are available online.

Information Disclosure Principles

Governance Structures

Implementation by the Board of Directors and Executive Committees

The Board of Directors consists of 30 members. Because Toray Group believes that the fulfillment of management responsibility and transparency are best served by basing management judgments and decision-making on a specialized knowledge of local operations, our governance structures do not include external or executive directors. Rather, we follow an independent approach to governance founded on strict adherence to the authority of top management, a system that reserves specific decision-making rights for each organizational entity.

To ensure operational efficiency, the Executive Committee and Board of Senior Vice Presidents together play a deliberative role in facilitating resolutions by the Board of Directors and decisions by the president. The Executive Committee is responsible for the general direction of policy, while the Board of Senior Vice Presidents concerns itself with issues in implementation. Additionally, company-wide committees established to oversee key management themes play a supplementary role in management execution along with the CSR Committee.

Monitoring by the Board of Corporate Auditors

The Board of Corporate Auditors which serves to enhance monitoring of the Group' s management is comprised of four auditors, including two external auditors.

In addition to regular attendance at meetings of the Board of Directors by all auditors, the Board of Auditors met 11 times in FY 2006. Toray maintains an organizational capability for monitoring directors' execution of Group operations through periodic meetings with all directors and general managers combined with regular audits of all worksites, plants, and Japanese and overseas subsidiaries and affiliates in accordance with the policies and plans adopted by the Board of Corporate Auditors for each fiscal year. The Auditing Department assists in audits when requested by auditors.

Internal Control Department Established

Starting with the first fiscal year beginning from April 2008, Japan's Financial Instruments and Exchange Law will require companies to submit reports detailing internal control over financial reporting and independent audits by outside auditors.As part of our efforts to build an effective internal control system and comply with the new law's requirements, we established the Internal Control Department in October 2006 as an entity reporting directly to the president.

We continue to steadily expand efforts to implement recordkeeping and other control mechanisms that were originally developed in pilot divisions in our head office and consolidated subsidiaries, and we expect associated internal controls to be operational by the end of FY 2007.

Dialogue with Labor Unions

Members of management at the Senior Vice President level and higher meet with labor representatives at the union head level and higher at the biannual Central Labor and Management Council, where they exchange management information and engage in dialogue with the labor union.

In order to resolve each labor-related issue, Labor and Management Council meet separately. In FY 2006, input from the union played a role in enhancing the Group's programs for helping employees balance work and family life.

PAGETOP