Sustainability Data Book
102102
~2010
Number of Directors
(total)
27 2017: 9
2011-2016: between 11 and 16 (temporarily increased due to
the introduction of Outside Directors)
2013: 3
7 2014: 6
4 2014: 3
Outside Directors
Executives
Executive vice
presidents
Audit & Supervisory
Board Members (total)
Outside Audit & Supervisory
Board Members
Executive
Appointment
Compensation
Sustainability
Meetings
2011~2015 2016~2020 2021~
Senior managing/
Managing ofcers
2022/8: 7
Operating ofcers
Advisors/
Senior advisors
64
2011-2017: between 55 and 68
Current (As of August 2022)
2011-2020: between 4 and 7
April 2022
2011-2018: between 42 and 49
2018: Sustainability Meeting2014: Corporate Governance Meeting2007-2014: CSR Committee
2017: Outside
members
accounting for half
2019: Outside
members accounting
for a majority
2018: 9 due to organizational
changes, July 2020: 0
(excluding president and
executive vice presidents)
Position newly established with
revised roles (3 persons)
Changes in Governance Structure
April 2011
•
Reduced the number of Members of the
Boar
d of Directors from 27 to 11(curr
ently 9
members)
•
Reduced decision making layers (discontinuing
the positions of executives r
esponsible for the
operations involved and intr
oduced the two-
tiered arrangement of Executive Vice President
and Chief Of
cer)
•
Made exible assignment of Senior Managing
Of
cer or Managing Of cer to Chief Of
cer
post (abolition of Senior Managing Dir
ector)
•
Established the role of Executive General
Manager
•
Stationing of, in principle, regional chief
of
cers in their respective regions
April 2013
•
Established business units
•
Reorganized region groups
•
Appointed Outside Board Members
April 2015
•
Changed the roles of of cers
•
Enhancement of diversity (appointing non-
Japanese executives and female executives)
April 2016
•
Established in-house companies, shift from
functional to pr
oduct-based focus
April 2017
•
Further clari cation of the responsibilities of
Members of the Board of Directors as decision
making and management oversight and of
Operating Of cers as operational execution
•
Reduced the number of Members of the Board of
Directors(including Outside Directors) to 9 (June)
October 2017
•
Changed the advisor and senior advisor system
January 2018
•
Increased appointment of people with high
expertise from both within and outside of the
Company (the Toyota Group, people with technical
positions, backgrounds, etc.)
•
Executive Vice President, in addition to supporting
the President, personally leads the eld as an in-
house company president and organizational group
chief of cers
•
Newly established a fellow system to secure people
with high level of specialist expertise and expand the
breadth of executive human resource development
January 2019
•
Created a new classi cation: “senior professional/
senior management,” integration of Managing
Of cer, Executive General Manager, (sub-executive
managerial level] Senior Grade 1 and Senior Grade
2 Manager, and Grand Master
January 2020
•
Discontinued use of Field General Manager rank,
shifting to Senior General Manger and Fellow
April 2020
•
Integrated the roles of Executive Vice President
and Operating Of cer into Operating Of cer
July 2020
•
Further clari ed the roles of Operating Of cers
April 2022
•
Reorganized the roles of operating of cers and
newly established the position of executive vice
president to create a position for focusing on
management perspectives with the president
Board of Directors
Aim
•
Carry out acceleration of decision-making and appropriate supervision to realize sustainable growth through transformation
into a “mobility company”.
Initiative
•
Internal executives who have been long engaged in and have deep knowledge of manufacturing and outside executives who are
capable of pr
oviding advice for the creation of new value from a br
oad perspective participate in well-balanced decision making
at the Boar
d of Directors’ meetings.
•
Establishment of “Executive Appointment Meeting” and “Executive Compensation Meeting,” of which a majority of the
members ar
e Outside Members of the Board of Directors, in order to enhance the governance system.
(As of June 2022)
Composition 9 members (Independent Outside Directors: 3, Female: 1, Non-Japanese: 2)
Chairperson Chairman of the Board of Directors
Tenure as Director Average tenure: 7.6 years (0-4 years: 6 persons, 5-9 years: 1 person, over 10 years: 2 persons)
Composition of the Meetings Executive Appointment
Meeting
Chairperson: Chairperson of the Board of Directors, 5 members (Independent Outside Directors: 3,
Female: 1, Non-Japanese: 1)
Executive Compensation
Meeting
Chairperson: Chairperson of the Board of Directors, 5 members (Independent Outside Directors: 3,
Female: 1, Non-Japanese: 1)
Appointment/dismissal of Directors
The Executive Appointment Meeting discusses and makes recommendations to the Board of Directors
Independence of Outside
Directors
Considered in accordance with the requirements for Outside Members of the Board of Directors set out in the Companies Act
and the independence standards established by the relevant nancial instruments exchanges
Diversity of the Board of Directors
The Board of Directors is to consist of members with abundant knowledge, deep insight and the highly professional expertise needed by
Toyota, and members are appointed in consideration of Board diversity
Members’ career summary
Executives
Attendance rate at Board of
Directors’ meetings
Notice of Convocation “Attendance at the Board of Directors Meetings (No. of meetings attended)”
Skills matrix
Notice of Convocation “Skills Matrix of Members of the Board of Directors and Audit & Supervisory Board Members”
Measures to make full use of the
insight of Outside Members of the
Board of Directors and the Audit
& Supervisory Board
•
Review the criteria for submission of proposals to the Board of Directors as needed to reduce the number of proposals
submitted, so that suf cient time can be secured to discuss each proposal
•
Provide an explanation of all proposals in advance to help ensure thorough understanding of the background of the proposals
•
Remove the time limit for discussions at Board of Directors’ meetings to ensure suf cient discussion can be held
•
Besides the Board of Directors meetings, set periodic opportunities for two-way communication between Outside Members of
the Board of Directors and the Audit & Supervisory Board and the operational execution side on important management issues
and medium-to long-term issues
Analysis/evaluation of the
effectiveness of the Board of
Directors
Frequency Once a year
Subject of evaluation Members of the Board of Directors and Audit & Supervisory Board Members
Matters to be evaluated
Matters including
•
composition and operation of the Board of Directors
•
management strategy and business strategy
•
corporate ethics and risk management
•
communication with stakeholders such as shareholders
Method
•
Self-evaluation through surveys and interviews
Summary of the ndings
(in 2022)
•
Effectiveness is con rmed
•
Further improvements to be made: secure more opportunities to discuss important topics, provide
more information to Outside Members of the Board of Directors and Audit & Supervisory Board
Corporate Governance Risk Management Compliance Governance Data
Overview Promoting Sustainability Environment Social Content Index
Governance
Fundamental Approach Corporate Governance Structure Board of Directors Audit & Supervisory Board Executive Compensation Internal Control