Toyota do BrasilGovernance, management and integrity

In Brazil, Toyota has governance processes aligned with those of the TMC head office, driving compliance, alignment in decision making and integration between the operational and support areas throughout Latin America and the Caribbean. Since 2015, this synergy has been reinforced by a series of transformations led by Steve St. Angelo, Chief Executive Officer (CEO) of the company in the region and chairman of Toyota do Brasil.

As a privately-owned company, the TDB governance model is underpinned by two key bodies: the Board of Directors (BOD) and the Directors Meeting. Governance is guided by the company's Authorization Policy, which sets forth the spheres of authority and the attributions of the main executives. G4-34

Comprising the chairman, the president and the Finance, Corporate, Commercial and Industrial vice presidents, as well as a secretary, the Board meets monthly to define strategy for the Brazilian market. The Directors Meeting is formed by vice presidents, statutory and non-statutory directors and oversees the day to day running of the company, projects and communications.

At a lower level, there are the Functional Meetings, working groups that provide support in decision making in areas such as sales, procurement, quality, engineering and finance. Company executives are selected based on the fit between their competencies and prior experience and business needs.

In Brazil, Toyota does not have independent or non-executive members involved in corporate governance. TMC shares are traded on the Tokyo, Nagoya, Osaka, Fukuoka and Sapporo stock exchanges in Japan, and the New York and London exchanges, respectively in the USA and the United Kingdom. The company is in compliance with the specific governance criteria and guidelines for each of these markets.

The TDB governance model is aligned with the guidelines set forth in the Sarbanes-Oxley Act (SOX), an international reference in auditing and organizational compliance adopted by TMC. Best practices include annual audits and monitoring of the organization's internal control structures.

Compliance     G4-56

TDB provides its employees with guidelines and informs them of the standards expected in relations with customers, government and other stakeholders by means of its Code of Conduct. This covers areas such as human rights and diversity, anti-corruption and conflicts of interest, as well as non-ethical conduct.  

The code is aligned with TMC principles, and all TDB employees and teams are expected to uphold it.

Available in a digital and print version, the Code of Conduct is disseminated via the intranet and delivered to all employees, together with the Toyota do Brasil internal regulations.

Periodic training programs and campaigns are organized to emphasize the code's key points and to ensure employee awareness of its the importance for the company.

Toyota do Brazil has a mechanism for addressing complaints, grievances and reports related to the code, as well as for monitoring, analyzing and dealing with cases considered relevant. TDB senior management oversees this process, with support from TMC when necessary.

To ensure any deviations in conduct are addressed adequately, Toyota has its:

• Ethics Channel: accessible by telephone, email or internet for reports on ethical misconduct, fraud, conflicts of interest and related issues.
• Ethics Committee: this is coordinated by the Internal Audit area in conjunction with directors and managers from the Legal, Administrative and Human Resources areas. It analyzes all cases reported to the company and communicates them to the President and the Human Resources area. Any reports related to the president or the financial director of  TDB are handled by TMC.