Fiscal 2019 CSR Activity Report

Corporate Governance and Management Transparency

Governance

Continually revise management systems, strengthen internal controls and strive for timely and appropriate information disclosure as part of efforts to fulfill the company's social responsibilities.

Basic Approach

From the outset, one of Toray Group's managerial principles has been that the purpose of a company is to contribute to society. The Group has developed the Toray Philosophy that incorporates this principle. The Toray Philosophy is structured with the following components: the Corporate Philosophy, Corporate Missions, and Corporate Guiding Principles. The Corporate Missions specify the Group's commitment “To practice sincere and trustworthy management,” and the Corporate Guiding Principles stipulate the Group's commitment to “Acting with fairness, high ethical standards and a strong sense of responsibility while complying with laws, regulations and social norms to earn trust and meet social expectations.”
In establishing its corporate governance structure, the Group seeks to fulfill these philosophies as its basic policy.

Structure

Toray Industries, Inc. operates as a company with a Board of Corporate Auditors and Board of Directors. The Board of Directors, which includes outside directors, decides on the business execution and supervises the execution of duties by the directors. The Board of Corporate Auditors includes outside auditors and independently audits the execution of duties by the directors, separately from the Board of Directors and the executing organization. This framework is designed to secure the transparency and fairness of decisions made by the Board of Directors. In addition, there is a Governance Committee, which serves as a voluntary advisory body to the Board of Directors. The Governance Committee deliberates on all matters relating to corporate governance, enhancing the effectiveness of governance by the Board of Directors.
Toray Group operates in a broad spectrum of business fields at a global level. Business management and decision-making, as well as oversight, require assessment of a wide variety of risks from multiple perspectives based on expertise related to the day-to-day operations of the Group’s worksites. To that end, the composition of the Board of Directors is designed to ensure that members bring a diverse range of perspectives to management oversight and decision-making based on their expertise in the Group's businesses. Meanwhile, outside directors are elected to the Board to ensure transparency and fairness, to ensure oversight from an even broader perspective, and to obtain appropriate managerial advice from a medium- to long-term perspective.
The Board of Corporate Auditors is entirely independent of the Board of Directors. Based on professional expertise in finance, accounting, and law, as well as an understanding of the Group's businesses, the Board of Corporate Auditors exercises oversight over directors' execution of their duties.
The Governance Committee consists of three internal members of the Board, and four outside directors, and an outside director serves as a chairperson.

Toray Group's Corporate Governance SystemAs of July 2020
Toray Group's Corporate Governance System

CSR Road Map Targets and Results

Enhance management transparency, continually reflect stakeholder feedback in management, and fulfil responsibilities to explain corporate activities

■KPI
Number of dialogue meetings with stakeholders
■Reporting scope
Toray Group
■Target in fiscal 2019
Eight times

Result in fiscal 2019

8times

Perform monitoring based on the Basic Policy for Internal Control Systems, in accordance with Japan’s Companies Act

■KPI
Board of Directors' positive assessment of the implementation of the Basic Policy for Internal Control Systems
■Reporting scope
Toray Group
■Target in fiscal 2019
90%

Result in fiscal 2019

95%

Expand CSR education throughout the Toray Group to facilitate CSR activities

■KPI
Group companies implementing CSR education
■Reporting scope
Toray Group
■Target in fiscal 2019
100%

Result in fiscal 2019

100

Looking to the Future

An analyzing and evaluating the effectiveness of the Board of Directors in fiscal 2019 concluded that the Board had generally fulfilled its roles and responsibilities, but also called for “further activating discussions at the Board of Directors meeting”. In response, following fiscal 2019, Toray Industries needs to implement concrete measures in fiscal 2020 and beyond to further enhance the effectiveness of the Board of Directors. With respect to the opinions, etc. received from the members of the Board and corporate auditors in the course of evaluating the effectiveness of the Board of Directors, the Governance Committee shall deepen discussions based on those opinions with a view to further improving the effectiveness of the Board of Directors, as necessary.

Activity Reports

Click below on activity reports for fiscal 2019