Corporate Governance

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(Translation)
November 14, 2012
TOYOTA MOTOR CORPORATION
Akio Toyoda
Telephone Number: 0565-28-2121
Code Number: 7203
http://www.toyota.co.jp

Corporate governance at Toyota Motor Corporation (“TMC”) is as follows:

I. TMC ’s Basic Policy on Corporate Governance and Capital Structure, Business Attributes and Other Basic Information
1.

Basic Policy

TMC has positioned the stable long-term growth of corporate value as a top-priority management issue. We believe that in carrying this out, it is essential that we achieve long-term and stable growth by building positive relationships with all stakeholders, including shareholders and customers as well as business partners, local communities and employees, and by supplying products that will satisfy our customers. This position is reflected in the “Guiding Principles at Toyota”, which is a statement of TMC’s fundamental business policies. Also, TMC adopted and presented the CSR Policy “Contribution towards Sustainable Development”, an interpretation of the “Guiding Principles at Toyota” that organizes the relationships with its stakeholders. We are working to enhance corporate governance through a variety of measures designed to further increase our competitiveness as a global company.

2.

Capital Structure

Percentage of Shares Held by Foreign Investors

Greater than 20% but less than 30%

[Description of Major Shareholders]
Number of Shares
Held (Shares)

Name of Shareholders

Ownership Interest
(%)

Japan Trustee Services Bank, Ltd.

349,590,430

10.14

Toyota Industries Corporation

218,515,684

6.34

The Master Trust Bank of Japan, Ltd.

194,117,768

5.63

Nippon Life Insurance Company

129,553,290

3.76

State Street Bank and Trust Company

118,726,916

3.44

The Bank of New York Mellon as Depositary Bank
for Depositary Receipt Holders

85,845,119

2.49

Trust & Custody Services Bank, Ltd.

85,289,543

2.47

Mitsui Sumitomo Insurance Company, Limited

66,063,595

1.92

SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS

63,163,000

1.83

Denso Corporation

58,903,366

1.71

-1-

Existence of Controlling Shareholders
(excluding parent company)
Existence of Parent Company


None

Supplementary Information
The information set forth in this Description of Major Shareholders section is dated as of September 30, 2012. In addition to the above, TMC owns 281,192,085 of its own shares as treasury stock.

3.

Business Attributes

Stock exchange and section
Fiscal year end
Line of business
Number of employees at the end of the previous
fiscal year (consolidated)
Sales during the previous fiscal year
(consolidated)
Number of consolidated subsidiaries at the end
of the previous fiscal year

Tokyo: 1st Section, Osaka: 1st Section, Nagoya:
1st Section, Fukuoka: Existing Market,
Sapporo: Existing Market
End of March
Transportation equipment
Greater than 1000 persons
Greater than JPY 1 trillion
Greater than 300 companies

4. Guidelines for measures to protect minority shareholders in the event of transactions with controlling shareholders
-

5.

Other particular conditions that may materially affect corporate governance

-

-2-

II. Corporate Governance System of Management Business Organization, Etc. for Management Decision Making, Execution of Duties and Management Audit 1.

Organization structures and organizational operations

Organizational form

Company with a Board of Corporate Auditors

[Directors]
Number of Directors pursuant to the Articles of
20 persons
Incorporation
Term of Directors pursuant to the Articles of
1 year
Incorporation
Chairman (excluding concurrently serving as
Chairman of the Board of Directors
President)
Number of Directors
13 persons
Election of Outside Directors
Not elected
[Auditors]
Establishment or non-establishment of a Board
Established
of Corporate Auditors
Number of Corporate Auditors pursuant...
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