EX-99.1 2 d404237dex991.htm NOTICE OF RESOLUTIONS ADOPTED AT FY 2017 ORDINARY GENERAL SHAREHOLDERS' MEETING Notice of Resolutions Adopted at FY 2017 Ordinary General Shareholders' Meeting
(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.

 

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    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.

 

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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.

 

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