Toyota 2015 Annual Report Download - page 223

Exhibit 11.1
(TRANSLATION)
The Code of Ethics for Directors, Senior Managing Officers and Managing Officers
Article 1. (Purpose)
This document comprises a code of ethics (the “Code”) for members of the board of directors, senior
managing officers and managing officers (the “Officers”) of Toyota Motor Corporation (the “Company”) that
sets forth the basic rules that, in addition to those outlined in “Guiding Principles at Toyota,” “Toyota Code of
Conduct” and other guidelines and internal regulations of the Company, each Officer shall comply with in the
performance of their professional management duties.
Article 2. (Objective)
This Code seeks to ensure honest and ethical conduct by all Officers, as well as their compliance with
applicable laws and regulations.
Article 3. (Scope of Application)
This Code shall be applicable to all Officers.
Article 4. (Disclosure of this Code of Ethics)
This Code shall be appropriately disclosed in accordance with applicable laws and regulations.
Article 5. (Honest and Ethical Conduct)
1. Each Officer shall act honestly and ethically in the course of any business activity of the Company.
2. No Officer may engage in or otherwise enter into any act or transaction that gives rise to an actual or
potential conflict of interest between such Officer and the Company without first reporting such matter
to the Board of Directors and obtaining prior approval therefrom in accordance with the applicable
provisions of the Companies Act of Japan and the internal regulations of the Company. Such Officer
may not participate in the determination of the Board of Directors resolution relating to the granting of
such approval.
Article 6. (Ensuring Fairness and Accuracy of Financial Disclosure; Appropriate Disclosure)
1. The chairman of the board of directors, president, member of the board of directors, accounting and
financial officers and persons performing similar functions shall be responsible for ensuring that
documents submitted to applicable governmental authorities and other information made public by the
Company with respect to the Company’s financial position and financial statements are fair and readily
comprehensible in content and the method of presentation, and that such documents and information
are timely disclosed.
2. The chairman of the board of directors, president, member of the board of directors, accounting and
financial officers and persons performing similar functions shall be responsible for establishing and
maintaining disclosure controls and internal controls for documents and information specified in the
previous paragraph.
3. In connection with the preparation of the Company’s financial statements, an Officer may not act in a
way that may cause a material misunderstanding to or otherwise materially mislead any employee or
independent public accountant involved in the preparation of such financial statements.
Article 7. (Compliance with Laws and Regulations)
The Officers shall comply with all applicable laws, rules and regulations, including those related to the
prohibition of insider trading, in each of the countries and regions in which the Company operates.