Toyota 2015 Annual Report Download - page 108

- Mitsuhisa Kato, Member of the Board of Directors: ¥144 million (¥83 million in base compensation and
¥61 million in bonus)
- Seiichi Sudo, Member of the Board of Directors: ¥125 million (¥64 million in base compensation and
¥61 million in bonus)
- Takahiko Ijichi, Member of the Board of Directors: ¥100 million (¥48 million in base compensation and
¥52 million in bonus)
- Didier Leroy, Member of the Board of Directors: ¥696 million (¥163 million in base compensation and
¥533 million in bonus)
- Shigeki Terashi, Member of the Board of Directors: ¥117 million (¥60 million in base compensation and
¥57 million in bonus)
The amounts above were recorded as expenses in fiscal 2016.
6.C BOARD PRACTICES
Toyota’s articles of incorporation provide for a board of directors of not more than 20 members and for not
more than seven audit & supervisory board members. Shareholders elect the members of the board of directors
and audit & supervisory board members at the general shareholders’ meeting. The normal term of office of a
member of the board of directors is one year and of an audit & supervisory board member is four years. Members
of the board of directors and audit & supervisory board members may serve any number of consecutive terms.
The board of directors may appoint one Chairman of the Board of Directors and one President, as well as
one or more Vice Chairmen of the Board and Executive Vice Presidents. The board of directors elects, pursuant
to its resolutions, one or more Representative Directors. Each Representative Director represents Toyota
generally in the conduct of its affairs. The board of directors has the ultimate responsibility for the administration
of Toyota’s affairs. None of Toyota’s members of the board of directors is party to a service contract with Toyota
or any of its subsidiaries that provides for benefits upon termination of employment.
Under the Companies Act and Toyota’s articles of incorporation, Toyota may, by a resolution of its board of
directors, exempt members of the board of directors (including former members of the board of directors) from
their liabilities to Toyota arising in connection with their failure to execute their duties within the limits
stipulated by laws and regulations. In addition, Toyota may enter into a liability limitation agreement with each
member of the board of directors (excluding executive members of the board of directors, among others) which
limits the maximum amount of their liabilities owed to Toyota arising in connection with their failure to execute
their duties to an amount equal to the minimum liability limit amount prescribed in the laws and regulations.
Under the Companies Act, Toyota must have at least three audit & supervisory board members. At least half
of the audit & supervisory board members are required to be an “outside” audit & supervisory board member,
which is any person who satisfies all of the following requirements:
(a) the person has never been 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), executive
officer, manager or employee of Toyota or its subsidiaries during the 10 year period before becoming an outside
audit & supervisory board member;
(b) if the person was an audit & supervisory board member of Toyota or any of its subsidiaries at any time
during the 10 year period before becoming an outside audit & supervisory board member, such person has not
been a member of the board of directors, accounting counselor (in the case that an accounting counselor is a legal
103