remuneration level, etc., with reference to the President and Representative Director. As the role of Outside Directors and Audit & Supervisory Board Members is to provide supervision and advice regarding management from an objective and independent perspective, they are only paid fixed basic compensation.The Representative Director is to only be paid the whole-company performance-based bonus component of the compensation linked to performance. The compensation linked to performance of other Directors and Executive Officers are to be comprised of a whole-company performance-based bonus and an individual performance-based bonus. The total amount of the whole-company performance-based bonus of Directors is to be payable up to 0.5% of the net income attributable to owners of parents of the previous consolidated fiscal year. The individual performance-based bonus will be determined within the scope of 0-2 times the reference amount specified for each position, bearing in mind the extent of target achievement or the degree of progress, etc. for each evaluation indicators set in advance.Share remuneration will be provided through issuing shares with restriction on transfer once each year based on the reference amount specified for each position.In order to ensure the appropriateness as well as the transparency and feasibility of the discussion process regarding items relating to executive remuneration, determination will be made by the Board of Directors after discussion and reporting by the Executive Personnel Committee, which the Company has established voluntarily.The Board EvaluationPursuant to Yamaha Motor’s Corporate Governance Guidelines, the Board of Directors analyzes and evaluates the effectiveness of roles and responsibilities of the Board as a whole on a yearly basis. The analysis and evaluation are carried out from the following perspectives and a summary of the results is appropriately disclosed.(Evaluation perspectives)1. Roles and responsibilities of Directors and the Board of Directors2. Relationships between the Board of Directors and senior management (Executive Officers)3. Organizational design and composition of the Board of Directors, etc.4. Qualifications held and knowledge of Directors and the Board of Directors5. Deliberation at the meetings of the Board of Directors6. Relationships and dialogue with shareholders7. Dealing with stakeholders other than shareholders(Evaluation process)The effectiveness of the Board of Directors was evaluated using the following process with the Corporate Planning Division acting as the secretariat.• Self-Evaluation Survey by updated questionnaire, based on seven evaluation perspectives regarding the aims of the Board of Directors and past evaluation results.• Conduct board investigations, analysis of the Self-Evaluation Survey responses, and interviews implemented by a third party.• Analyze the Self-Evaluation and Third-Party Evaluation results, and confirm the status of improvement, compared with the previous year’s evaluation.• Share the results of the evaluation of effectiveness and deliberate the issues to be addressed at the Board of Directors’ meetings based on the results of the analysis.(Evaluation results)It was confirmed that the Board of Directors continued to proactively hold effective discussions and implement creative initiatives to realize the medium- to long-term enhancement of corporate value and sustainable growth, and the effectiveness was sufficiently assured toward the achievement of the Long-Term Vision, with an eye on 2030 and the Medium-Term Management Plan from 2019. In particular, it was highly evaluated that the comments made by Outside Directors and Audit & Supervisory Board Members were fully respected, a climate was fostered in which constructive discussion and exchange of opinions were carried out, and the roles of Directors and the Board of Directors were clarified and shared. It was also confirmed that key issues regarding Yamaha Motor’s management strategy have been appropriately discussed. It was confirmed that there was no significant difference in the effectiveness of the Board of Directors between the prior Self-Evaluation and the Third-Party Evaluation. We will continue to push ahead with improvement measures to address the issues highlighted based on the evaluation and implement creative initiatives to further improve effectiveness by regularly involving a third party in the evaluation process.Yamaha Motor Co., Ltd. Integrated Report 201865
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