Toyota 2015 Annual Report Download - page 133

PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
On June 16, 2015, Toyota amended its articles of incorporation in connection with establishment of Model
AA Class Shares pursuant to resolutions adopted by its shareholders at the general shareholders’ meeting on the
same date. The amended articles of incorporation are incorporated by reference as Exhibit 1.1 to Toyota’s
Annual Report on Form 20-F for the fiscal year ended March 31, 2015, filed with the SEC on June 24, 2015 (file
no. 001-14948). For more information on Toyota’s articles of incorporation, please see Item 10.B “Additional
Information – Memorandum and Articles of Association.”
ITEM 15. CONTROLS AND PROCEDURES
(a) DISCLOSURE CONTROLS AND PROCEDURES
Toyota performed an evaluation of the effectiveness of the design and operation of its disclosure controls
and procedures as of the end of the fiscal 2016. Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the Form 20-F that Toyota files under the Exchange Act is accumulated
and communicated to its management, including the chief executive officer and the principal accounting and
financial officer, to allow timely decision regarding required disclosure. The disclosure controls and procedures
also ensures that the Form 20-F that it files under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Commission’s rules and forms. The evaluation was performed
under the supervision of Toyota’s Chairman of the Board of Directors and the Executive Vice President.
Toyota’s disclosure controls and procedures are designed to provide reasonable assurance of achieving its
objectives. Managerial judgment was necessary to evaluate the cost-benefit relationship of possible controls and
procedures. The Chairman of the Board of Directors and the Executive Vice President have concluded that
Toyota’s disclosure controls and procedures are effective at the reasonable assurance level.
(b) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Toyota’s management is responsible for establishing and maintaining effective internal control over
financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. GAAP. Toyota’s internal control over financial reporting includes those policies and
procedures that:
(i) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the
transactions and dispositions of Toyota’s assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. GAAP, and that Toyota’s receipts and expenditures are
being made only in accordance with authorizations of Toyota’s management and members of the board
of directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of Toyota’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
128