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Corporate Governance System

The following details our corporate governance system.

Corporate Governance System

Yamaha Motor's Corporate Governance System and Internal Control System

1) Reasons for Adoption of Current Corporate Governance System

Yamaha Motor supplies various kinds of products and services to markets around the world, including sensibility-focused personal mobility for individual customers’ recreational purposes, user friendly and practicality-focused personal mobility for travelling and transportation purposes, marine products to be used for a wide range of applications from recreational to business purposes, industrial robots, vehicle engines, and unmanned helicopters for corporate customers’ business use.

Overseas sales account for approximately 90% of the Company’s consolidated net sales. With the principal concept of developing and producing locally where the products are consumed, our development, procurement, production and sales and other activities have expanded worldwide.

To sustainably develop operational activities that are capable of flexibly responding to customer diversity, product diversity and the globally expanding market, we acknowledge that adequate risk-taking and decisive decision-making are necessary. We also place importance on multilaterally understanding and appropriately overseeing issues and risks associated with the implementation of management strategies. We believe it is effective to structure a corporate governance system consisting of the Board of Directors, made up of Directors of the Company who are familiar with the Company’s customer characteristics, products, business operations and functions and Outside Directors who have a wealth of knowledge in global corporate management, and the Audit & Supervisory Board whose members include Outside Audit & Supervisory Board Members with professional knowledge in areas including accounting, legal affairs, and management administration.

Under this corporate governance system, Executive Officers are appointed to execute operational duties in a timely manner, and the Board of Directors delegates matters related to the execution of business operations to the Executive Officers.

2) Summary of Current System

Directors and the Board of Directors and Executive Officers

The Board of Directors and the Audit & Supervisory Board consist of nine (9) Directors, four (4) Outside Directors (including three (3) Independent Outside Directors), two (2) Standing Audit & Supervisory Board Members, and two (2) Independent Outside Audit & Supervisory Board Members. Of the seventeen (17) Directors and Audit & Supervisory Board Members in total, six (6) are Outside Officers.

Roles of the Board of Directors

To ensure the execution of growth strategies for the future, the Board of Directors establishes an environment that supports management’s appropriate risk-taking and decisive decision-making activities. In addition, the Board of Directors multilaterally understands and appropriately oversees issues and risks associated with the execution of management strategies from the viewpoint of fulfilling its responsibilities to various stakeholders including shareholders and investors. We acknowledge that these tasks are their roles in supporting the Company’s sustainable growth and enhancement of its corporate and brand value.

To ensure prompt execution of business operations, The Board of Directors appoints Executive Officers and delegates matters related to execution of business operations to them.

Executive Personnel Committee

Yamaha Motor has established an Executive Personnel Committee as a voluntary advisory body of the Board of Directors, to improve transparency and validity in nominating candidates for executive positions, and to determine their remuneration.

The Executive Personnel Committee deliberates matters including candidates for executive positions, the remuneration system, remuneration and bonus plans, composition of Directors, Audit & Supervisory Board Members and Executive Officers, and the evaluation of Executive Officers. The Executive Personnel Committee reports to the Board of Directors.

The Executive Personnel Committee also evaluates candidates for senior executive positions including the Chief Executive Officer.

Audit & Supervisory Board Members and the Audit & Supervisory Board

Our Audit & Supervisory Board Members are two (2) Inside Audit & Supervisory Board Members and two (2) Independent Outside Audit & Supervisory Board Members.

On the basis of fiduciary responsibilities to shareholders, Audit & Supervisory Board Members and the Audit & Supervisory Board, as a body independent from the Board of Directors, request the Company and its subsidiaries to submit reports on their business activities in accordance with laws and regulations, survey the status of business operations and property, exercise rights in respect of appointing or dismissing an External Accounting Auditor and audit compensation, attend meetings of the Board of Directors and other important meetings, and provide opinions as needed. Through these tasks, Audit & Supervisory Board Members and the Audit & Supervisory Board audit the legality and appropriateness of Directors’ execution of duties, internal control systems, and the performance and financial position of the Company and its subsidiaries.

The Audit & Supervisory Board meets monthly in principle, with additional meetings held as needed.

Executive Officers and Management Committee, etc.

The Company has twenty-eight (28) Executive Officers, of whom nine (9) serve concurrently as Directors. A Management Committee, comprising twelve (12) Executive Officers with specific posts, has been established to deliberate on matters of business execution, speeding up the Company’s decision-making process. In principle, the Management Committee meets at least monthly, and additionally from time to time as necessary.

In addition, a Global Executive Committee has been established to deliberate on important management policies and issues related to the Group’s management. The Global Executive Committee includes the Company’s President and Chief Executive Officer, all Executive Officers with specific posts, and senior local managers of major Group companies, and has thirty-eight (38) members, of whom twenty-seven (27) are Japanese and eleven (11) are non-Japanese. In principle, the Global Executive Committee meets at least once annually, and additionally from time to time as necessary.

Risk Management and Compliance Committee

A Risk Management and Compliance Committee, comprising twelve (12) Executive Officers with specific posts, has been established to deliberate measures related to risk management and compliance. In principle, the Risk Management and Compliance Committee meets at least twice annually, and additionally from time to time as necessary.

Internal Auditing

The Integrated Auditing Division, with twenty-five (25) members and reporting directly to the President and Chief Executive Officer, has been established as an internal auditing sector to audit the appropriateness of operational activities at the Company and its subsidiaries. In addition, internal audit functions have been installed at major subsidiaries, working together with the Company’s internal auditing sector to audit divisions and subsidiaries. 

Internal auditing
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