Toyota Motor (TM)

Article 4. (Chairmanship and Method of Adopting Resolutions)

Article 4.    (Chairmanship and Method of Adopting Resolutions)

1. The Chairman of the Board or the President shall preside as chairman at the Board of Directors. In the event that the positions of both the Chairman of the Board and the President are vacant or that both of them are prevented from so presiding as chairman, a Vice Chairman of the Board, an Executive Vice President or a Senior Managing Director, shall preside as chairman in that order and according to their rank in the case that there is a plural number of persons holding the same position.

2. Resolutions of the Board of Directors shall be adopted at the meetings at which a majority of the Directors who are entitled to vote shall be present, by a majority of the Directors so present.

3. With respect to matters to be resolved by the Board of Directors, the Corporation shall deem that such matters were approved by a resolution of the Board of Directors when all the Directors express their agreement in writing or by electronic records. Provided, however, that this provision shall not apply when any Corporate Auditor expresses his/her objection to such matters.

4. With respect to matters to be reported to the Board of Directors, Directors, Corporate Auditors or Accounting Auditors shall not be required to report such matters to the Board of Directors when such matters are notified to all the Directors and Corporate Auditors.