EX-1.3 4 d498358dex13.htm AMENDED AND RESTATED REGULATIONS OF THE AUDIT & SUPERVISORY BOARD <![CDATA[Amended and Restated Regulations of the Audit & Supervisory Board]]>

Exhibit 1.3

(TRANSLATION)

REGULATIONS OF

THE AUDIT & SUPERVISORY BOARD

OF

TOYOTA MOTOR CORPORATION

Established: September 27, 1994

As last amended on August 29, 2011

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 Adopting Resolutions)

 

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. 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 Corporation Act;

 

  (2) Consent to a submission, by Director(s), of the agenda at the General Meeting of Shareholders or the meeting of the Board of Directors concerning the exemption of Director(s) from their liabilities (including any amendment to the Articles of Incorporation for such purpose) in accordance with Articles 425 to 427 of the Corporation Act; and

 

  (3) Consent to the participation of the Corporation in litigations as to the pursuit of liabilities of the Director(s), etc. in order to support the Director(s) in such litigations in accordance with Paragraph 2 of Article 849 of the Corporation Act.


Article 5. (Matters to be Resolved)

 

1. The following matters shall be subject to the resolution at the meeting of the Audit & Supervisory Board:

 

  (1) Matters so provided for by laws or ordinances;

 

  (2) Matters so provided for in the Articles of Incorporation; and

 

  (3) Other important matters pertaining to the execution of their duties by the Audit & Supervisory Board Members.

Article 6. (Matters to be Reported)

 

1. The Audit & Supervisory Board Members shall make reports at the meeting of the Audit & Supervisory Board on the following matters:

 

  (1) Matters so provided for by laws or ordinances; and

 

  (2) Other matters the Audit & Supervisory Board may deem necessary.

 

2. The Directors and/or the Accounting Auditors shall report matters so provided for by laws or ordinances to the Audit & Supervisory Board.

 

3. Notwithstanding the provisions of the preceding two (2) paragraphs, in case that the Audit & Supervisory Board Member(s), the Director(s) or the Accounting Auditor(s) notifies all the Audit & Supervisory Board Members of the matter(s), such matter(s) shall not be required to be reported at the meeting of the Audit & Supervisory Board.

Article 7. (Audit Report)

 

1. Pursuant to laws or ordinances, the Audit & Supervisory Board shall make an audit report upon deliberation based on the audit reports prepared by each Audit & Supervisory Board Member.

 

2. Any Audit & Supervisory Board Member may make note of his/her opinion in the audit report prepared by the Audit & Supervisory Board if the details of his/her audit report differ from those of the Audit & Supervisory Board referred to in the preceding paragraph.

Article 8. (Minutes)

 

1. Pursuant to laws or ordinances, the minutes shall be prepared each time a meeting of the Audit & Supervisory Board is held.

 

2. With regards to the matters not required to be reported at the meeting of the Audit & Supervisory Board pursuant to Paragraph 3 of Article 6 hereof, such Audit & Supervisory Board Member as separately determined shall prepare the minutes thereon in accordance with laws or ordinances.

Supplementary Provisions

Article 1. (Effective Date)

These Regulations shall become effective as of August 29, 2011.

Article 2. (Amendment to these Regulations)

Any amendment to these Regulations shall be made by a resolution of the Audit & Supervisory Board.


MATTERS TO BE SUBMITTED TO

THE AUDIT & SUPERVISORY BOARD

 

Note:

   The Act: the Corporation Act
   The Enforcement Regulations: the Enforcement Regulations of the Corporation Act
   The Accounting Regulations: the Corporation Accounting Regulations

 

1. Matters to be resolved (Matters in relation to Article 5 of the Regulations of the Audit & Supervisory Board)

 

  (1) Matters provided for in laws or ordinances

 

   

Items

  

Relevant Articles of Applicable Law

 

(1)    Principles and execution plan of auditing

   Article 390 (2)(c) of the Act
 

(2)    Request for reports on the execution of the duties of the Audit & Supervisory Board Member(s) to the Audit & Supervisory Board

   Article 390 (4) of the Act
 

(3)    Consent to the following actions taken by Directors

  
 

(i)     Submitting proposed resolution concerning the appointment of an Audit & Supervisory Board Member or a substitute Audit & Supervisory Board Member to a general meeting of shareholders

   Articles 343 (1) and (3), and 329 (2) of the Act
 

(ii)    Submitting proposed resolution concerning the appointment of an Accounting Auditor to a general meeting of shareholders

   Article 344 (1)(a) of the Act
 

(iii)  Making the dismissal of an Accounting Auditor the agenda of a general meeting of shareholders

   Article 344 (1)(b) of the Act
 

(iv)   Making the non-reappointment of an Accounting Auditor the agenda of a general meeting of shareholders

   Article 344 (1)(c) of the Act
 

(v)    Deciding the remuneration, etc. of an Accounting Auditor or a person who is temporarily acting as an Accounting Auditor

   Article 399 (1) and (2) of the Act
 

(4)    Request for Directors to take the following actions

  
 

(i)     Making the appointment of an Audit & Supervisory Board Member or a substitute Audit & Supervisory Board Member the agenda of a general meeting of shareholders

   Article 343 (2) and (3) of the Act
 

(ii)    Submitting proposed resolution concerning the appointment of an Audit & Supervisory Board Member or a substitute Audit & Supervisory Board Member to a general meeting of shareholders

   Article 343 (2) and (3) of the Act


   

Items

  

Relevant Articles of Applicable Law

 

(iii)  Submitting proposed resolution concerning the appointment of an Accounting Auditor to a general meeting of shareholders

   Article 344 (2)(a) of the Act
 

(iv)   Making the appointment or the dismissal of an Accounting Auditor the agenda of a general meeting of shareholders

   Article 344 (2)(b) of the Act
 

(v)    Making the non-reappointment of an Accounting Auditor the agenda of a general meeting of shareholders

   Article 344 (2)(c) of the Act
 

(5)    Election of an Audit & Supervisory Board Member to be in charge of reporting the dismissals of any Accounting Auditors to a general meeting of shareholders

   Article 340 (3) and (4) of the Act
 

(6)    Appointment and dismissal of any person who is to temporarily act as an Accounting Auditor

   Article 346 (4), (5) and (6) of the Act
 

(7)    Election and dismissal of a full-time Audit & Supervisory Board Member

   Article 390 (2)(b) of the Act
 

(8)    Election and dismissal of a Specific Audit & Supervisory Board Member (Tokutei-kansayaku)

   Article 132 (5)(b)(i) of the Enforcement Regulations, Article 130 (5)(b)(i) of the Accounting Regulations

 

  (2) Matters provided for in the Articles of Incorporation

 

   

Items

  

Relevant Articles of the Articles of Incorporation

 

(1)    Amendment to the Regulations of the Audit & Supervisory Board

   Article 26 (3) of the Articles of Incorporation

 

  (3) Other important matters pertaining to execution of the duties of Audit & Supervisory Board Member

 

Items

(1)    Election of a Chairman at the meeting of the Audit & Supervisory Board

(2)    Election of a person authorized to convene the meeting of the Audit & Supervisory Board

(3)    Election of the Audit & Supervisory Board Member to be in charge of giving prior consent to the changes of the organization and personnel matters in the Audit & Supervisory Board Office

(4)    Prior approval of auditing services and non-audit services pursuant to Section 202 of Sarbanes-Oxley Act

(5)    Election of the Audit & Supervisory Board Member to be in charge of giving approval on the amendment with respect to auditing services and non-audit services pursuant to Section 202 of Sarbanes-Oxley Act

(6)    Other significant matters with respect to the execution of the duties of the Audit & Supervisory Board Member


2. Matters to be reported (Matters in relation to Article 6 of the Regulations of the Audit & Supervisory Board)

 

  (1) Matters provided for by laws or ordinances

 

   

Items

  

Relevant Articles of Applicable Law

 

(1)    Matters to be reported by Audit & Supervisory Board Members

•    Execution of the duties of Audit & Supervisory Board Members

   Article 390 (4) of the Act
 

(2)    Matters to be reported by Directors

•    Any facts which may cause serious damage to the Corporation

   Article 357 (1) and (2) of the Act
 

(3)    Matters to be reported by Accounting Auditors

•    Unjust acts or material facts in violation of laws, ordinances or the Articles of Incorporation in relation to the execution of the duties of Directors

   Article 397 (1) and (3) of the Act

 

  (2) Other matters deemed necessary by the Audit & Supervisory Board