Corporate Governance

Corporate Governance

Spreading the Philosophy

As of January 1, 2017, the Toyo Tire Group has formulated a new philosophy which will be the basis for the work of all corporate officers and employees, and measures are implemented to spread the philosophy among all employees.
We have positioned the “Corporate Creed,” the important founding spirit that we will maintain into the future, as the overarching concept; put into words our significance in society in the form of “Our Mission”; and clearly specified the vision for the company that we should strive for in that mission as “Our Vision.” We also established “Our Fundamental Values” as a foundation for ideas that all corporate officers and employees should value equally.
In order to spread the philosophy, we have created opportunities for the Company’s corporate officers and general managers to discuss it with subordinate employees at our business sites and affiliated companies in Japan. At overseas affiliated companies, our president visits the companies himself and explains the philosophy.
In fiscal 2017, we also introduced a program to spread the corporate philosophy in grade-specific training, created display panels and pocket-sized cards, and undertook various other activities.

Work of the Board of Directors

In fiscal 2017, the Board of Directors met at least twice a month for a total of 26 times, with the directors and Audit and Supervisory Board members participating.
The effectiveness of the Board of Directors is analyzed and evaluated using a signed survey of directors and Audit and Supervisory Board members regarding the operation, composition and abilities, and general items of the Board of Directors. The results are compiled by a third party in order to ensure impartiality. The results of an analysis and evaluation for fiscal 2017 reveal that there was a positive self-evaluation for all items, and it can be argued that the effectiveness of the overall Board of Directors is ensured. We are, however, continuing to make improvements to the operation of the Board of directors, such as standardizing the allotment of time for the minutes of the Board of Directors and increasing the provision of information to outside directors.

Strengthen the Risk Management System

As the risk manager, in our Group, the person in charge of the Corporate Control Department is responsible for parties below the risk management officer appointed for each risk and the risk management system as stipulated in the Risk Management Rules. The main risks are managed through established activities not only to evaluate and analyze potential risks for the Group during non-emergency times and to reduce the possibility of them occurring, but also to minimize damage during emergencies and to promptly restore business.
The risk management officers have the following roles related to the main risks they are responsible for.

  • [1] Develop and maintain various systems, measures, rules, and risk management systems, and compile and manage Risk Management Manuals.
  • [2] Report on (i) the creation status for the risk management system, (ii) evaluation and improvement plans for the risk management system, and (iii) the implementation status of the risk management system improvement plans to the Risk Management Committee at least once a year.
  • [3] Immediately report to the risk manager if a report about concerns of an emergency are received by a business site or division manager.

BCP Development and BCM Training

The Toyo Tire Group is also systematically promoting work to develop business continuity plans (BCP) and conduct business continuity management (BCM).
By FY 2014, seventeen business sites, including all manufacturing bases in Japan, had completed developing BCPs.

Dialogue with Shareholders and Investors

The Company holds a general meeting of shareholders once a year and a quarterly financial result briefing. During the first half and full year briefings, our top executives provide detailed business information, including financial results, future business outlook, business environment, and market trends, to institutional investors and securities analysts. In addition to announcing financial results, there were also small meetings attended by the president and other parties as well as several engagement opportunities for managers and institutional investors.
In addition, efforts are made to improve understanding of the Group’s management by providing opportunities each quarter for IR staff to respond to the particular concerns of institutional investors and analysts (handling individual inquiries). Furthermore, the Group actively works to respond to requests by the growing number of overseas investors, which includes enhanced responding to individual inquiries except during the quiet period and conducting overseas roadshows.
During fiscal 2017, the IR staff held dialogues with over 400 shareholders and investors from 300 companies. About 5% of those provided opportunities to discuss our ESG. The opinions and requests of shareholders and investors are regularly used as feedback for management and in-house related departments.

BriefingBriefing

TOPIC
Holding Tours of Tire Production Facilities in the Americas for Analysts and Institutional Investors

Holding Tours of Tire Production Facilities in the Americas for Analysts and Institutional Investors
In order to increase the understanding of Japanese analysts and institutional investors regarding the potential of the Americas market, our core business, we held a tour of Toyo Tire North America Manufacturing Inc (TNA), a tire production facility in the Americas.
Local management provided an explanation of various items including an overview of the plant, our proprietary A.T.O.M. manufacturing method, organization, R&D strategy in the Americas, sales strategy. The participants also viewed the TNA process. They were also taken to a distributor who handles our products, making it possible for participants to directly obtain information on how our products are evaluated by the market.
Participants have praised it as a meaningful opportunity, and there have been analyst reports about the Group’s dominance in the Americas.

Meeting during analyst tourMeeting during analyst tour

Expanding Communication Tools

The group publishes an annual report as a communication tool to provide various information, including top management’s thoughts on the Group’s business, business strategy and objectives, and efforts to achieve those, to the various stakeholders, including Japanese and overseas institutional investors and to deepen understanding of and interest in the Group. In the 2016 annual report, we more thoroughly covered not only the growth story and business strategy in the “Mid-Term ’17” but also the corporate governance system, compliance system, and efforts related to human resource development and the environment.

On our website, there is an Investor Relations page for communicating the Group’s latest business information in a timely manner.