Toyota 2015 Annual Report Download - page 218

Exhibit 1.3
(TRANSLATION)
REGULATIONS OF
THE AUDIT & SUPERVISORY BOARD
OF
TOYOTA MOTOR CORPORATION
Established: September 27, 1994
As last amended on December 16, 2015
Article 1. (Regulations of the Audit & Supervisory Board)
Except as provided for by laws, ordinances or the Articles of Incorporation, the matters relating to the Audit
& Supervisory Board of the Corporation shall be governed by the provisions of these Regulations.
Article 2. (Composition)
The Audit & Supervisory Board shall be composed of all the Audit & Supervisory Board Members.
Article 3. (Person Authorized to Convene the Meeting and Notice of the Meeting)
1. A meeting of the Audit & Supervisory Board shall be convened by the Audit & Supervisory Board Member
who has been determined in advance by a resolution at the meeting of the Audit & Supervisory Board;
provided, however, that the other Audit & Supervisory Board Members shall not be prevented from
convening the meeting thereof.
2. In order to convene a meeting of the Audit & Supervisory Board, such Audit & Supervisory Board Member
referred to in the preceding paragraph shall dispatch a notice thereof to each Audit & Supervisory Board
Member at least three (3) days before the date of the meeting, provided that, in the case of urgency, such
period may be shortened.
3. Notwithstanding the provision of the preceding paragraph, the meeting of the Audit & Supervisory Board
may be held without the convening procedure, if so consented to by all the Audit & Supervisory Board
Members.
Article 4. (Chairmanship and Method of Resolution)
1. The chairmanship of the meeting of the Audit & Supervisory Board shall be assumed by the Audit &
Supervisory Board Member who has been determined in advance by a resolution at the meeting of the Audit
& Supervisory Board.
2. The resolutions of the Audit & Supervisory Board shall be adopted at its meeting by a majority of the Audit
& Supervisory Board Members.
3. The following matters may be unanimously resolved at the meeting of the Audit & Supervisory Board
instead of the consent of all the Audit & Supervisory Board Members:
(1) Dismissal of the Accounting Auditor(s) in accordance with Article 340 of the Companies Act;
(2) Consent to a submission, by Member(s) of the Board of Directors, of the agenda at the general meeting
of shareholders or the meeting of the Board of Directors concerning the exemption of Member(s) of the
Board of Directors from their liabilities (including any amendment to the Articles of Incorporation for
such purpose) in accordance with Articles 425 to 427 of the Companies Act; and
(3) Consent to the participation of the Corporation in litigations as to the pursuit of liabilities of the
Member(s) of the Board of Directors, etc. in order to support the Member(s) of the Board of Directors
in such litigations in accordance with Paragraph 2 of Article 849 of the Companies Act.