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Corporate Governance

Introducing some measures related to corporate governance

Corporate Governance

In an effort to strengthen and enhance its corporate governance, the Yamaha Motor Group is working to realize its sustainability and engaged in risk management to form the basis for gaining the trust of society and strengthening compliance throughout the Group.

Initiatives for advancing sustainability

Aiming for steadfast advancement of sustainability, the Yamaha Motor Group shares our approach to sustainability with all employees so that each and every one of them can implement it in their work. To this end, we include items in the Basic Policies of CSR which express the social responsibilities of each major stakeholder.

In addition, the Yamaha Motor Group prioritizes its sustainability initiatives and undertakes all related activities based on ISO 26000, an international guidance on social responsibility.

Risk Management

Risk Management Structure and Activities

The risk management structure works toward the thorough reduction of risks on a groupwide basis, and is led by the Risk Management and Compliance Committee. The Committee, chaired by the President and Chief Executive Officer, monitors risks on a groupwide basis while also implementing measures to address any significant risks imposed on the Group.

Based on Group regulations, “Rules of Risk Management,” each Group company assesses risks while taking into account changes in the operating environment including the laws and regulations of the countries in which it operates, and reports assessment results annually to the parent company (Yamaha Motor). In addition, based on Group regulations, “Rules for Initial Response to an Emergency,” each company reports on the occurrence of compliance-related misconduct, disasters, and incidents to the risk management supervising section of the parent company.

The Risk Management and Compliance Committee identifies significant risks at the Group level and makes comprehensive decisions regarding those risks for the entire Group.

Six risks have been identified as being significant to the Group in 2017: natural disaster; fire/explosion incident; labor dispute; transfer pricing risk; a major accident involving a product; and violation of Anti-Monopoly Act.

In the event a significant incident arises affecting Group management or multiple divisions/companies, Yamaha Motor will establish its Emergency Countermeasure Headquarters to respond and quickly mitigate the consequences of the situation.

Business Continuity Planning

Based on “Rules of Business Continuity,” Yamaha Motor is preparing for an anticipated major earthquake in the Nankai Trough off Japan’s Pacific coast based on the damage projected by government bodies, placing foremost priority on the lives and safety of our employees. To maintain the continuity of business operations, buildings and facilities are made earthquake resistant, and the entire Company conducts an evacuation drill and each business location carries out initial response drills, which are repeated annually. An overall Business Continuity Plan is also being formulated to clarify the procedures for restoring operations.

A response plan, which identifies the issues to be addressed for the continuation of operations at Group companies, has also been formulated for the outbreak of a potentially global pandemic. Based on the “Business Continuity Procedure (Pandemic version),” Yamaha Motor conducts drills to prepare for the possibility of a pandemic outbreak of a new infectious disease.

Compliance Awareness and Consistency

Code of Ethics

The Yamaha Motor Group has formulated and disseminated throughout the Group its Code of Ethics, which stipulates standards of behavior to be observed based on the Company Pledge, passed down since the Company’s foundation, and the Management Principles. To familiarize all employees with the Code of Ethics, an educational video has been prepared in 11 languages for use in training at Group companies.

cover. Yamaha Motors the Code of Ethics
Yamaha Motor’s Code of Ethics

Implementation of Training in Compliance and Regulations

Based on its “Compliance Management Rules,” Yamaha Motor formulates a compliance activity plan each year, holds seminars on laws and regulations that pertain to the Company, conducts annual workplace training to cultivate awareness of compliance among all employees, and implements compliance in work operations at the individual employee level to create a model that will gain the trust of society.

More than 6,600 employees attended laws and regulations training sessions during 2016, which covered topics including the government’s new My Number Act, the Antimonopoly Act, the Unfair Competition Prevention Act, copyrights, insider dealing, export and import processing, environmental regulation, and the Subcontract Act.

In addition, although all employees are thoroughly familiar with compliance, the degree of knowledge expected of them differs depending on the authority granted to directors, division managers, other management, and general employees. Level-specific stratified compliance training is therefore carried out as well, to address compliance specific to each level of responsibility.

Compliance Training 2016 in Japan—No. of Attendees (Aggregate Attendees)
Executive officer training 29
Division manager training 200
Workplace training 16,028
Laws and regulations training 6,672
E-learning 34,142
Level-specific stratified training (division manager, manager, floor manager, new hires, mid-career hires and temporary staff, etc.) 1,271
Compliance Training at Overseas Group Companies—No. of Attendees (Aggregate Attendees)
North America, Europe, Australia Central and South America ASEAN East Asia China and Taiwan Total
13,326 2,018 12,703 12,937 2,606 43,590

Anti-Corruption Measures

With regard to bribery, all risks that should be evaluated by all Group companies are included under Bribery in the risk management ledger, and are evaluated by operating divisions and Group companies. The Board of Directors also monitors the management status of ESG issues, and receives regular reports from the Risk Management and Compliance Committee. In addition, Yamaha Motor has prepared and disseminated its Guidebook to Prevent Bribery of Public Officials throughout the Group, and established other programs that ensure the thorough prevention of corruption including legal and regulatory training and training targeted for specific groups or individuals (in particular for staff scheduled to be posted overseas or who otherwise have the possibility of high risk exposure). A prior consultation system has also been introduced to prevent bribery, and prior consultation with the relevant legal affairs division is mandatory in cases where benefits are provided to public officials in Japan or any other country, or for subcontracting where there are existing possibilities of contact with public officials in Japan or any other country. Mandatory procedures are also in place for political contributions, based on the laws of the country involved.

There were no significant legal violations as a result of failure to comply with the policy for the prevention of corruption during 2016, and no corruption-related fines, penalties, or settlements were paid.

Whistle-Blowing Systems (Compliance Hotlines)

In addition to its Harassment Hotline, Yamaha Motor has established its Compliance Hotline for any notification of behavior that could violate the Code of Ethics and for discussion or inquiries regarding compliance in general. The Compliance Hotline has been set up at an external, specialist institution, and is the common contact point for notification and consultation for all domestic Group companies. By way of anonymity, this arrangement reduces the reluctance of reporting by eliminating the fear of retribution and clarifying relevant regulations, in an effort to prevent or quickly detect illegal or improper conduct.

During 2016, there were 76 internal reports (including consultations) made to the Compliance Hotline, the subjects of which are broken down below. There were no reports involving violations of human rights.

2014 2015 2016
Reports made 47 63 76
Subject of Reports in 2016 Percent of Total
Human resources and labor relations 64%
Financial/accounting 23%
Information management 11%
Human rights violation 0%
Corruption prevention 0%
Other 2%

Overseas Group companies have also established whistle-blowing frameworks based on the laws of the country in which they operate and the circumstances of each company.

In addition, reports that are verified to be true and for which the existence of a problem is confirmed are taken up and reported to the parent company based on the initial emergency response regulations.

Thorough Import and Export Management

Because a large proportion of the Yamaha Motor Group’s business activities are conducted outside of Japan, we are constantly engaged in activities which place importance upon the management of imports and exports.

As an initiative related to exports, at Yamaha Motor Co., Ltd., we conduct Security Trade Control (STC) study sessions and liaison meetings based upon compliance with the Foreign Exchange and Foreign Trade Act and other related laws and regulations. For relevant departments and Group companies, regular and comprehensive educational training sessions are implemented. As one aspect of training for those engaged in trade, we encourage employees to take the STC Associate*1 and STC Expert*2 examinations and we have had successful candidates each year.

We continue our initiatives to prevent the order, import, transfer and supply of goods which are confirmed to contain substances prohibited for use in manufacturing*3 or where the inclusion of such substances cannot be confirmed.

The “STC Associate Examination” is a practical accreditation exam for security trade control conducted by the Center for Information on Security Trade Control (CISTEC), a non-profit and non-governmental organization.
The “STC Expert Examination” is an accreditation exam demanding a higher level of ability compared to the “STC Associate Examination.”
Substances prohibited for use in manufacturing, etc. are substances indicated in Item 1, Article 16 of the Enforcement Order of Industrial Safety and Health Law.

Initiatives for Protection of Personal Information

Under the “Privacy Policy,” the Yamaha Motor group has created a system to appropriately manage personal information provided to us by customers and is promoting policies related to the protection of personal information.

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