Working Toward the Mobility Society of the Future
Message from
the President
The Source of Our
Value Creation:
What Makes Us Toyota
Value Creation Story:
Working toward the Mobility
Society of the Future
Business Foundations
for Value Creation
Corporate Data
>Message from the CSO > Roundtable Discussion with the Outside Directors > Dialogue with Institutional Investors on Corporate Governance > Corporate Governance
Message from the CFO > Capital Strategy > The Environment > Vehicle Safety > Quality and Information Security > Intellectual Property and Privacy > Value Chain Collaboration
>Human Rights Diversity and Inclusion >Human Resource Development >Health and Safety and Social Contribution Activities Risk Management and Compliance
Members of Board of Directors and
Audit & Supervisory Board
Board of Directors and Related Structures
With respect to the Members of the Board of Directors,
Toyota comprehensively considers and appoints the right
person for the right position to ensure appropriate and
prompt decision making. Toyota believes that it is critical to
appoint individuals who contribute to decision making
aimed at sustainable growth into the future in accordance
with the Toyoda Principles, which set forth our founding phi-
losophy. Moreover, these individuals should be able to play a
significant role in transforming Toyota into a mobility compa-
ny by responding to social change, such as the emergence
of CASE* technologies, building external partnerships, and
contributing to the solution of social issues, including the
SDGs. The Board of Directors should consist of members
who have the abundant knowledge, deep insight, and the
highly professional expertise needed by Toyota, and mem-
bers are appointed with consideration for diversity. The
Executive Appointment Meeting, of which the majority are
Outside Directors, makes recommendations to the Board of
Directors regarding individual Director candidates.
Furthermore, three Outside Members of the Board of
Directors have been appointed in order to adequately
reflect the opinions of those from outside the Company in
management's decision-making process, All of the Outside
Directors are registered as independent officers with the
relevant financial instrument exchanges.
Toyota considers the appointment of Outside Members
of the Board of Directors as independent officers in accor-
dance with the requirements for Outside Members of the
Board of Directors set out in the Companies Act and inde-
pendence standards established by the relevant financial
instrument exchanges.
Outside Members of the Board of Directors provide advice
in Toyota's management decision-making process from a
standpoint independent of management based on their broad
experience and insight. To make full use of the insight of the
Outside Members of the Board of Directors and the Audit &
Supervisory Board, Toyota takes the following measures:
Review of the criteria for the submission of proposals to
the Board of Directors as needed to reduce the num-
ber of proposals submitted, so that sufficient time can
be secured to discuss each proposal.
2 Provision of explanations of all proposals in advance to
help understand the background of the proposals.
3 Removal of the time limit for discussions at Board of
Directors' meetings to ensure sufficient discussion can
be held.
4 Setting of periodic opportunities, besides the Board of
Directors meetings, for two-way communication
between Outside Members of the Board of Directors
and the Audit & Supervisory Board as well as the oper-
ational execution side on important management
issues and medium- to long-term issues.
In recent years, to facilitate active discussion at Board of
Directors' meetings, Toyota has reduced the number of par-
ticipants (Directors and Audit & Supervisory Board Members)
in Board of Directors' meetings (from 34 in 2010 to 15 in
2020). As a result, opportunities for each participant to
speak at Board of Directors' meetings have increased, and
Outside Members of the Board of Directors and the Audit &
Supervisory Board speak on almost all proposals.
*1 CASE: Connected, Autonomous/Automated, Shared, Electric
Analysis and Evaluation of the Effectiveness of
the Board of Directors
In order to improve the effectiveness of the Board of
Directors, Toyota has been conducting an analysis and
evaluation of the Board of Directors every year. The most
recent evaluation was performed as below.
1. Analysis and evaluation
Following a survey assessing the composition, opera-
tion, and efficacy of the supervisory function of the
Board of Directors, the Outside Members of the Board
of Directors and the Audit & Supervisory Board
Personnel Structure of the Board of Directors (As of May 16, 2022)
Name
Length
Sex Age of
Attribution
service
Takeshi Uchiyamada Male 75 24
Current position/responsibility at Toyota
Meeting
Executive
appointment
Compensation
Responsibility
Chairperson Chairperson Chairman of the Board of Directors
Shigeru Hayakawa
Male 68
Akio Toyoda
Male 66
James Kuffner
Male 51
7
22
2
Kenta Kon
Male 53
Masahiko Maeda
Male 53
=
Ikuro Sugawara
Male 65
4
Outside independent
Member Member
Sir Philip Craven
Male 71
4
Teiko Kudo
Female 57
4
Outside independent
Outside independent Member
Member Member
Member
Chief Privacy Officer
Chief Executive Officer
Chief Digital Officer
Chief Financial Officer
Chief Technology Officer
Attendance at Board
of Directors' meetings
(No. of meetings
attended)*2
100% 14/14
100% 14/14
100% 14/14
100% 14/14
100% 11/11
100% 14/14
100% 14/14
100% 14/14
Members were interviewed based on the survey results.
Views and proposals regarding the background and
causes of issues identified by the survey as well as
regarding the improvement of such issues, were com-
piled and reported to the Board of Directors, then dis-
cussed at the Board of Directors.
Method of evaluation: Self-evaluation through surveys
and interviews
Subject of evaluation: Members of the Board of
Directors and Audit & Supervisory Board Members
• Implementation period: February 2022 to March 2022
Matters to be evaluated:
①The composition and operation of the Board of Directors
2 Management and business strategy
3 Corporate ethics and risk management
→ Communication with stakeholders, such as shareholders
2. Summary of the findings
It was confirmed that the operation of the Board of
Directors and the quality and content of its discussions
were improving year by year, and that effectiveness was
ensured through such measures as providing sufficient
explanations of agenda items in advance and having peri-
odic exchanges of views with external officers on matters
such as medium- to long-term management challenges.
The evaluation showed a general trend toward improve-
ment, particularly in the areas of agenda preparation, time
allocation, delegation of authority to executives, and the
content and volume of materials, and showed that effective-
ness was secured. However, further issues were identified
with respect to securing opportunities for discussing
important topics and providing information to Outside
Members of the Board of Directors and Outside Audit &
Supervisory Board Members.
In order to further improve the effectiveness of the Board
of Directors, Toyota will secure more opportunities for the
Board of Directors to discuss important management strat-
egy topics and promote the appropriate selection of topics
to be proposed. At the same time, to provide more informa-
tion to Outside Members of the Board of Directors and
Outside Audit & Supervisory Board Members and thereby
facilitate more effective and vigorous discussions, Toyota
will work to make further improvements through such mea-
sures as enhancing opportunities for dialogue and
exchange with management.
Audit & Supervisory Board System
Toyota has adopted an Audit & Supervisory Board sys-
tem. Six Audit & Supervisory Board Members (including
three Outside Audit & Supervisory Board Members) play
a key role in Toyota's corporate governance by undertak-
ing audits in line with the audit policies and plans deter-
mined by the Audit & Supervisory Board. In order to
appropriately audit Toyota as it transforms into a mobility
company with the aim of sustainable global growth, the
Audit & Supervisory Board is composed of Full-time
Audit & Supervisory Board Members, who possess
deep knowledge of internal Company matters, and
Outside Audit & Supervisory Board Members, who
have a high level of expertise and knowledge. Toyota
maintains an independent system that allows each
Audit & Supervisory Board Member to exert audit
authority independently
In appointing Audit & Supervisory Board Members,
Toyota believes it is necessary to elect individuals who
have broad experience and insight in their respective
fields of expertise and can advise management from a
fair and neutral perspective as well as audit the execution
of business. Toyota's Executive Appointment Meeting
discusses recommendations to the Audit & Supervisory
Board regarding the appointment or dismissal of Audit &
Supervisory Board Members.
Toyota has appointed three Outside Audit &
Supervisory Board Members, all of whom are registered
as independent officers with the relevant financial instru-
ment exchanges. When appointing Outside Audit &
Supervisory Board Members, Toyota considers the
requirements set out in the Companies Act as well as the
independence standards established by the relevant
financial instrument exchanges. In recent years, the Audit
& Supervisory Board and the internal audit function have
been strengthening their ties by increasing the opportuni-
ties to share their audit results, with the aim of improving
the effectiveness of their audits.
Training for Members of the Board of Directors
and Audit & Supervisory Board Members
Toyota's Outside Members of the Board of Directors and
Outside Audit & Supervisory Board Members must under-
stand and practice the spirit of making ever-better cars
and Genchi Genbutsu (onsite, hands-on experience) and
contribute to decision making aimed at sustainable future
growth. As such, Toyota provides a variety of opportunities
to provide them with the necessary information. Also, as
explained above, we offer outside members opportunities
other than the Board of Directors Meetings to deepen their
understanding, such as advance explanations on propos-
als submitted to the meetings and two-way communica-
tion with executives on important management issues and
medium to long-term issues.
Executive Compensation
The amount of executive compensation, how its calcula-
tion method is determined, and the calculation method are
described as follows.
*2 Status of attendance at Board of Director's meetings in the fiscal year ended March 2022
TOYOTA MOTOR CORPORATION
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INTEGRATED REPORTView entire presentation