Toyota 2015 Annual Report Download - page 137

to 47.1 million common shares between August 10, 2015 and November 30, 2015 at a total price up to
¥600 billion. In addition, Toyota announced on May 8, 2015, August 4, 2015 and November 5, 2015 that it
would repurchase up to 40 million common shares between November 16, 2015 and January 29, 2016 at a
total price up to ¥300 billion, in order to return to shareholders the profits derived in the fiscal year ended
March 31, 2015. Toyota also announced on November 5, 2015 and February 5, 2016 that it would
repurchase up to 23 million common shares between February 8, 2016 and March 24, 2016 at a total price
up to ¥150 billion in order to return to shareholders the profits derived in the interim period ended
September 30, 2015.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Significant Differences in Corporate Governance Practices between Toyota and U.S. Companies Listed on
the NYSE
Pursuant to home country practices exemptions granted by the NYSE, Toyota is permitted to follow certain
corporate governance practices complying with Japanese laws, regulations and stock exchange rules in lieu of the
NYSE’s listing standards. The SEC approved changes to the NYSE’s listing standards related to corporate
governance practices of listed companies (the “NYSE Corporate Governance Rules”) in November 2003, as
further amended in November 2004. Toyota is exempt from the approved changes, except for requirements that
(a) Toyota’s audit & supervisory board satisfies the requirements of Rule 10A-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), (b) Toyota must disclose significant differences in its corporate
governance practices as compared to those followed by domestic companies under the NYSE listing standards,
(c) Toyota’s principal executive officer must notify the NYSE in writing after any executive officer of Toyota
becomes aware of any non-compliance with (a) and (b), and (d) Toyota must submit annual and interim written
affirmations to the NYSE. Toyota’s corporate governance practices and those followed by domestic companies
under the NYSE Corporate Governance Rules have the following significant differences:
1. Members of the Board of Directors. Toyota currently does not have any members of the board of
directors who will be deemed an “independent director” as required under the NYSE Corporate Governance
Rules for U.S. listed companies. Unlike the NYSE Corporate Governance Rules, the Companies Act does not
require Japanese companies with an audit & supervisory board such as Toyota to have any independent directors
on its board of directors. While the NYSE Corporate Governance Rules require that the non-management
directors of each listed company meet at regularly scheduled executive sessions without management, Toyota
currently has no non-management member on its board of directors. Unlike the NYSE Corporate Governance
Rules, the Companies Act does not require, and accordingly Toyota does not have, an internal corporate organ or
committee comprised solely of independent directors.
Toyota currently has three outside members of the board of directors under the Companies Act. An
“outside” member of the board of directors refers to:
(a) the person who is not, and has never been during the 10 year period before becoming an outside member
of the board of directors, an executive director (a member of the board of directors who engages in the execution
of business), executive officer, manager or employee (collectively, “Executive Director, etc.”) of Toyota or its
subsidiaries;
(b) if the person was a member of the board of directors, accounting counselor (in the case that an
accounting counselor is a legal entity, an employee of such entity who is in charge of its affairs) or audit &
supervisory board member (excluding those who have ever been Executive Directors, etc.) of Toyota or any of its
subsidiaries at any time during the 10 year period before becoming an outside member of the board of directors,
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