Governance

Corporate governance

Our Corporate Philosophy is based on the three principles of "Creating the Future with ‘Measurement’ Technologies," "Technology Interface" and "Enhance Corporate Value." To realize this philosophy, we strive to build a corporate governance system based on the basic policy of enhancing management transparency and soundness and improving management efficiency.

Compliance

We have established a code of ethics and legal compliance for all officers and employees and are working to ensure that it is thoroughly followed.

Code of Ethics and Legal Compliance

  1. Respect for human rights and prohibition of discrimination and harassment
    • We respect human rights and do not tolerate any discrimination or harassment.
    • We comply with labor-related laws and regulations, and we constantly strive to create a favorable working environment.
  2. Maintenance and continuation of fair business activities
    • We prohibit private monopolies, unfair trade restrictions and unfair trade methods, conduct corporate activities through fair competition in the market, and maintain fair and mutually beneficial relationships with our business partners.
    • We make every effort to ensure the quality and safety of our products and services.
    • We maintain appropriate relationships with any business partners and will not give or receive inappropriate gifts or entertainment.
    • We constantly strive to ensure the accuracy of accounting records and financial reports associated with our business activities.
    • We respect the intellectual property rights of third parties.
  3. Security trade control
    • We comply with laws and regulations concerning export control in Japan.
    • We pay careful attention to laws and regulations related to export control in each country and respond as necessary.
  4. Exclusion of antisocial forces
    • We will not have any involvement with anti-social forces such as Boryokudan.
  5. Social contribution and environmental conservation
    • As a member of the local community, we endeavor to contribute to society and strive for harmony and development in the community.
    • We do not forget consideration for the global environment and make efforts to use and save resources effectively to reduce environmental impact.
  6. Proper information management
    • We respect the privacy of our business partners and employees, and we do our best to protect and manage personal information and other information assets properly.

Promotion structure: Risk and Compliance Committee

We have established the Risk and Compliance Committee, which periodically deliberates on the status of compliance-related risks, countermeasures, and implementation status across the company. We also analyze the risks surrounding us, develop a risk management system for important risks that have been identified, monitor the status of management, and support and promote risk management activities. The divisions in charge, which are determined for each type of risk, report the status of risks, countermeasures, and implementation status to the Risk and Compliance Committee. Should a problem occur, an extraordinary meeting will be held to investigate the facts and causes, to take corrective measures, and to prevent a recurrence.

Hotline (internal reporting system)

To detect, address, or prevent compliance risks in business activities at an early stage, we have established the Hotline, which enables all officers and employees of TOYO Corporation to receive anonymous consultation and to report such risks anonymously when they become aware of compliance violations or acts that might violate laws and regulations.

Compliance training

As the basis for our compliance system, we have established a code of ethics and legal compliance for directors and employees to act in accordance with laws and the Articles of Incorporation. To ensure this, we conduct regular compliance training for all employees, including temporary staff.

Security trade control

We have established the Security Trade Control Committee, chaired by the Director, Executive VP, CFO and headed by the President & CEO, to promote the appropriate, legitimate, and smooth operations of security trade control.

Roles of the Security Trade Control Committee

  1. Export control review
  2. Compliance with laws and regulations related to imports and exports, including overseas laws
  3. Employee training
  4. Internal audit
  5. Response to risks in overseas businesses

Organization of the Security Trade Control Committee

Risk management

We have formulated risk management rules, and the Risk and Compliance Committee, chaired by the director in charge of risk management, manages risks for the entire group and strengthens the risk management structure. The Risk and Compliance Committee considers the establishment of a management system related to possible risks and the response to risks that have occurred, with the aim of facilitating the smooth operation of our group. The Risk and Compliance Committee also conducts a review of the progress of risk management, and the results of this review are reported to the Board of Directors.

J-SOX Committee

To ensure the reliability of financial reporting, J-SOX Committee annually evaluates whether the internal control system is functioning effectively in compliance with the internal control reporting system (J-SOX) stipulated in the Financial Instruments and Exchange Act.

Information System Committee

With cyber-attacks becoming increasingly sophisticated and complex, we recognize that properly managing and operating customers' information assets and our management and technical information is an important corporate responsibility. To introduce, manage, and operate a secure and stable information system, we have established the Information System Committee to deliberate on the planning, construction, operation, and maintenance of information systems. In addition, this Committee formulates our information security policy, prepares plans for implementing information security management, and manages information security in accordance with those plans. We are strengthening our ongoing efforts in information security, including measures to prevent information leaks and to respond to cyber-attacks.

Information security training

To maintain and improve information security, we provide information security education for all employees in the form of e-learning once a quarter. We also improve the ability of our employees to respond to attack-type emails by sending them training emails simulating targeted attacks.
In the fiscal year ending September 2021, we conducted e-learning-based information security training for all employees, with a 100% participation rate. We will continue to work toward our goal of achieving a 100% participation rate every year with the aim of instilling an understanding of our information management rules and information security among all employees.

Basic Policy on Corporate Governance

Our corporate philosophy is based on the three principles of "Creating the Future with ‘Measurement’ Technologies,” “Technology Interface” and “Enhance Corporate Value.” To realize this philosophy, we strive to build a corporate governance system based on the basic policy of enhancing management transparency and soundness and improving management efficiency.

Corporate Governance Structure