March 21, 2024

Clarification of the Roles of and Expectations for Outside Executives, Revision of the Independence Assessment Criteria, and the Changes to Members of the Board of Directors and the Audit and Supervisory Board Members following the 120th Ordinary General Shareholders’ Meeting

Toyota City, Japan, March 21, 2024—Toyota Motor Corporation (TMC) has clarified the roles of and expectations for outside members of the Board of Directors and the Audit and Supervisory Board (hereinafter referred to as “outside executives”), revised criteria for assessing outside executives’ independence (hereinafter referred to as the “Independence Assessment Criteria”), and announced the changes to members of the Board of Directors and Audits and Supervisory Board members following the 120th Ordinary General Shareholders’ Meeting (hereinafter referred to as the “General Shareholders’ Meeting”).

1. Clarification of the roles of and expectations for outside executives and revision of the Independence Assessment Criteria

Based on the Toyota Philosophy, TMC is working to strengthen corporate governance with the aim of achieving sustainable growth, increasing corporate value over the medium to long term, and resolving social issues. To ensure our outside executives participate in decision-making from an independent standpoint and reflect the opinions of more diverse stakeholders in management, TMC has clarified the unique roles of and expectations for TMC’s outside executives and revised the Independence Assessment Criteria.

The above was discussed a number of times at the Executive Appointment Meeting in which a majority of the participants are outside members of the Board of Directors and has been approved by the Board of Directors with the consent of all members of the Audit and Supervisory Board. The revised Independence Assessment Criteria will enter into effect following the General Shareholders’ Meeting.

(1) The roles of and expectations for outside executives

(2) Independence Assessment Criteria

Outside executives who satisfy the requirements stipulated by the Companies Act and do not fall into any of the following categories are deemed to be independent.

Persons who fall within any of the above-listed categories may be determined as independent, under the condition that our company discloses the reason for the determination when such persons satisfy the requirements for outside executives stipulated in the Companies Act and are substantially independent, and thus, a conflict of interest against general shareholders is deemed not to emerge.

2. The changes to members of the Board of Directors and the Audit and Supervisory Board Members following the 120th Ordinary General Shareholders’ Meeting

The current ten directors will continue to serve as directors, and we will continue to work on transforming TMC into a mobility company and solving social issues.

Regarding the Audit and Supervisory Board Members, TMC has registered Mr. Ryuji Sakai, a member of the Audit and Supervisory Board of our company, as an independent officer. However, he falls into the category of “major business partner” under the revised Independence Assessment Criteria. Accordingly, he will resign his post as a member of the Audit and Supervisory Board following the closing of the General Shareholders’ Meeting. The candidate for new Audit & Supervisory Board Members was considered on account of the roles of and expectations for outside executives and the Independence Assessment Criteria mentioned above, as well as the balance of knowledge, experience, abilities, etc., possessed by each Director and Audit & Supervisory Board Member.

The formal appointment of members of the Board of Directors and the Audit and Supervisory Board Members will be made after approval at the General Shareholders’ Meeting. The selection of board members with specific titles and board members with the legal status to represent TMC will be made at the Board of Directors meeting following the General Shareholders’ Meeting. The resignation of the outgoing Board of Directors and the Audit and Supervisory Board Members will become official following the closing of the General Shareholders’ Meeting.

Audit and Supervisory Board Members Resigning Post

New Audit and Supervisory Board Member

Substitute Audit and Supervisory Board Members Resigning Post

New Substitute Audit and Supervisory Board Member

For reference: Members of the Board of Directors and members (candidates) of the Audit and Supervisory Board following the 120th Ordinary General Shareholders’ Meeting

Members of the Board of Directors    

Members of the Audit and Supervisory Board

    *Newly appointed

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