As of March 27, 2013
1.Basic Corporate Governance Policies
Yamaha Motor Co., Ltd. (the "Company") recognizes that corporate governance is an important tool to ensure disciplined management and maximize long-term corporate value. Based on this realization, the Company has been striving to speed up management decision-making; make the accountability system clearer; develop a transparent system of Director selection and remuneration; and establish an internal control system.
Because it is one of its most important management issues, the Company also plans to implement other measures to strengthen and solidify corporate governance. At the same time, the Company is enhancing Investor Relations services, in order to build on the relationship of trust with its shareholders and investors.
2. Yamaha Motor's Corporate Governance System and Internal Control System
The Company maintains the Audit & Supervisory Board Member system, and most of the Company's Directors are full-time Directors with considerable knowledge of business matters. The Company draws on the supervisory function of outside executives through the appointment of two (2) Outside Auditors and three (3) Outside Directors. The Company also emphasizes efforts to strengthen corporate governance, underpinned by an Executive Officer system, the Executive Personnel Committee and an internal auditing system.
as of March 27, 2013
3. Communication among Outside Directors, Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members), Accounting Auditor, Internal Auditing Division and internal control division
The Company has three (3) Outside Directors and two (2) Outside Audit & Supervisory Board Members as of March 27, 2013. These executives offer advice and supervision from an independent and objective perspective regarding management policies and strategies and decisions on executive personnel and Director remuneration.
Outside Directors assess the current status of the group and identify issues of interest through regular receipt of internal audit reports from the Integrated Auditing Division. Opinions are voiced at Board of Directors' meetings when necessary.
In their association with the Accounting Auditor, Audit & Supervisory Board Members, including Outside Audit & Supervisory Board Members, receive an auditor's report, in accordance with prevailing laws, and review the fairness of the report. Both sides pursue communication through the exchange of information and opinions whenever necessary. In their association with the internal auditing division, Audit & Supervisory Board Members, including Outside Audit & Supervisory Board Members, seek to improve the effectiveness and efficiency of auditors' audits through access to internal audit plans and reports on the results of audits.
The internal control division offers reports, when necessary, to the Internal Auditing Division, Audit & Supervisory Board Members and the Accounting Auditor on the status of internal control measures, specifically their establishment and application.
4. Basic Policy Regarding the Internal Control System and the State of Its Development
The Company, in accordance with the Company Law, passed a resolution at a Board of Directors meeting regarding development of a system to ensure the conduct of its business is appropriate. The Company considers risk management and compliance its most important issues, and is therefore continuing to develop the internal control system.
- 1) Systems to ensure Director compliance with laws, regulations and the Company's Articles of Incorporation
- 2) Disposition of documentation and other information concerning the performance of Directors' duties
- 3) Rules relating to risk control against loss
- 4) Systems to ensure efficient execution of Directors' duties
- 5) Systems to ensure employee compliance with laws, regulations and the Company's Articles of Incorporation
- 6) Systems to ensure the Yamaha Motor group (composed of the Company and its subsidiaries) conducts business appropriately
- 7) Employee to assist Audit & Supervisory Board Members
- 8) Employee assisting Audit & Supervisory Board Members independence from Directors
- 9) Rules concerning Directors and employees reporting to the Board of Audit & Supervisory Board Members
- 10) Other systems to ensure effective auditing by Audit & Supervisory Board Members