| | |
(Securities Code 7203) | | |
| | June 14, 2017 |
To All Shareholders: | | |
| | President Akio Toyoda |
| | TOYOTA MOTOR CORPORATION |
| | 1, Toyota-cho, Toyota City, Aichi Prefecture |
Notice of Resolutions Adopted at the 113th Ordinary General Shareholders’ Meeting
Dear Shareholder,
The reports made and resolutions adopted at the 113th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:
Reports:
Reports on business review, consolidated and unconsolidated financial statements for FY2017 (April 1, 2016 through March 31, 2017) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements
Details pertaining to the above were reported.
Resolutions:
| | |
Proposed Resolution 1: | | Election of 9 Members of the Board of Directors |
| |
| | Approved as proposed. The following 9 persons were elected and have assumed their positions as Members of the Board of Directors: |
| |
| | Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Didier Leroy, Shigeki Terashi, Osamu Nagata, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan. |
| |
| | Messrs. Ikuo Uno, Haruhiko Kato, and Mark T. Hogan satisfy the requirements to be qualified as Outside Members of the Board of Directors as stipulated in Article 2, Item 15 of the Companies Act. |
| |
Proposed Resolution 2: | | Election of 1 Substitute Audit & Supervisory Board Member |
| |
| | Approved as proposed. The following person was elected as a substitute Audit & Supervisory Board Member: |
| |
| | Ryuji Sakai. |
| |
| | Mr. Ryuji Sakai is a substitute Outside Audit & Supervisory Board Member for either Ms. Yoko Wake, Mr. Teisuke Kitayama, or Mr. Hiroshi Ozu who are currently Outside Audit & Supervisory Board Members. |
| |
Proposed Resolution 3: | | Payment of Bonuses to Members of the Board of Directors |
| |
| | Approved as proposed. The Members of the Board of Directors in office as of the end of FY2017 will be paid a total amount of 938,350,000 yen as executive bonuses. |
1
| | |
Proposed Resolution 4: | | Revision of the Amount of Compensation Payable to Members of the Board of Directors |
| |
| | Approved as proposed. The compensation limit for the Members of the Board of Directors was revised from a monthly-amount basis to a yearly-amount basis and the maximum total compensation for the Members of the Board of Directors, including bonuses, was revised to 4.0 billion yen per year (of which, the maximum amount payable to Outside Members of the Board of Directors is 0.3 billion yen per year.) As before, the amount of compensation for Members of the Board of Directors shall not include any compensation payable to Members of the Board of Directors as employees, among those who serve concurrently as employees. |
2
At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 2 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.
Chairman of the Board of Directors Takeshi Uchiyamada and President Akio Toyoda were elected and assumed their positions as Representative Directors.
The new Members of the Board of Directors, Audit & Supervisory Board Members, Senior Managing Officers, and Managing Officers are as follows:
| | | | | | |
| | | |
Chairman of the Board of Directors | | Takeshi Uchiyamada | | Member of the Board of Directors | | Mark T. Hogan |
| | | |
Vice Chairman of the Board of Directors | | Shigeru Hayakawa | | Full-time Audit & Supervisory Board Member | | Masaki Nakatsugawa |
| | | |
President, Member of the Board of Directors | | Akio Toyoda | | Full-time Audit & Supervisory Board Member | | Masahiro Kato |
| | | |
Member of the Board of Directors | | Didier Leroy | | Full-time Audit & Supervisory Board Member | | Yoshiyuki Kagawa |
| | | |
Member of the Board of Directors | | Shigeki Terashi | | Audit & Supervisory Board Member | | Yoko Wake |
| | | |
Member of the Board of Directors | | Osamu Nagata | | Audit & Supervisory Board Member | | Teisuke Kitayama |
| | | |
Member of the Board of Directors | | Ikuo Uno | | Audit & Supervisory Board Member | | Hiroshi Ozu |
| | | |
Member of the Board of Directors | | Haruhiko Kato | | | | |
|
[Operating Officers] President; Executive Vice Presidents |
| | | |
President | | Akio Toyoda | | Executive Vice President | | Mitsuru Kawai |
Executive Vice President | | Didier Leroy | | Executive Vice President | | Osamu Nagata |
Executive Vice President | | Shigeki Terashi | | | | |
|
Senior Managing Officers |
| | | |
Keiji Masui | | Moritaka Yoshida | | Nobuhiko Murakami | | Tatsuro Ueda |
Hiroji Onishi | | Kazuhiro Miyauchi | | Tetsuya Otake | | Johan van Zyl |
Tokuo Fukuichi | | Toshiyuki Mizushima | | Kazuhiro Sato | | |
Kiyotaka Ise | | Shigeki Tomoyama | | Yasuhiko Sato | | |
James E. Lentz | | Steve St. Angelo | | Mamoru Taguchi | | |
| | | |
Managing Officers | | | | | | |
| | | |
Kazuhiro Kobayashi | | Hiroki Nakajima | | Hirohisa Kishi | | Shuichi Murakami |
Riki Inuzuka | | Yoshihiro Sawa | | Yuji Maki | | Hiroaki Nanahara |
Masahisa Nagata | | Yoshihiro Uozumi | | Yoichi Miyazaki | | Keiji Yamamoto |
Hayato Shibakawa | | Takashi Yamamoto | | Hiroyoshi Ninoyu | | Toshiyuki Nishi |
Shinya Kotera | | Takeshi Isogaya | | Tetsuo Ogawa | | Michinobu Sugata |
Seiya Nakao | | Hiroaki Okuchi | | Christopher P. Reynolds | | |
Tatsuro Takami | | Masayoshi Shirayanagi | | Shinichi Yasui | | |
Hiroyuki Fukui | | Mark S. Templin | | Toshiyuki Isobe | | |
|
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. |
3