Status of Outside Directors and Outside Audit & Supervisory Board Members
The following specifies our Outside Directors and Outside Audit & Supervisory Board Members.
Status of Outside Directors and Outside Audit & Supervisory Board Members
The Company has Five (5) Outside Directors and three (3) Outside Audit & Supervisory Board Members.
Outside Directors shall be individuals who have experience in global corporate management, professional insight in management, and knowledge of the industry among others.
Outside Audit & Supervisory Board Members shall be individuals who have sufficient insight in areas such as accounting, legal affairs and management administration.
To evaluate the independence and objectivity of Outside Directors and Outside Audit & Supervisory Board Members, the Company has formulated “Standards for Selecting Independent Outside Officers,” based on the standards established by the Tokyo Stock Exchange, Inc. for judging the independence of outside directors / audit & supervisory board members.
Summary of "Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members"
I. Independent Outside Directors / Audit & Supervisory Board Members may not be:
1. Employees or former employees of the company
2. Major shareholders
3. Individuals in a “major customer” relationship with our corporate group
4. Individuals from companies that have accepted a director from Yamaha Motor Group
5. Individuals with some other type of vested interest in the Group
6. Individuals who might have a conflict of interest with our general shareholders
Moreover, Independent Outside Directors / Audit & Supervisory board members may not have individuals who are second-degree relatives, or cohabiting relatives, of any of those mentioned above in 1 through 5.
II. Individuals, despite being applicable to any of the 2 to 5 above, may be elected as independent outside directors / audit & supervisory board members of the company if they, in view of their personality and insight, are believed suitable as independent outside directors / audit &supervisory board members of the company on the condition that the individuals meet the requirements of an outside director as required under the Companies Act, and that a public disclosure is made to explain the reasons for electing them as independent outside directors / audit &supervisory board members of the company.
As mentioned, the above is a summary of the “Standards for Selecting Independent Outside Officers”
For the full text, please refer to the following page.
| Positions | Names | Reasons for appointment | Attendance at Board of Directors Meetings for the 91th fiscal year | Outside Directors | Jin Song Montesano |
Jin Song Montesano provides valuable advice and supervision regarding the Company’s management based on her wide range of insights and her ample experience of management overall and in the areas of human resources, communications, external affairs, and Impact Strategy through her experiences in various managerial positions in corporate affairs of a global company. Ms. Montesano meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of her designation as an Independent Outside Director. | 13 out of 13 meetings (100%) |
|---|---|---|---|
| Keiji Masui | Keiji Masui provides valuable advice and supervision regarding the Company’s management based on his wide range of insights and his ample experience of management in the areas of procurement and manufacturing through his experiences in various managerial positions, including the representative director of a global company. Mr. Masui meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of her designation as an Independent Outside Director. | 12 out of 13 meetings (92.3%) |
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| Sarah L. Casanova | Sarah L. Casanova provides valuable advice and supervision regarding the Company’s management based on her knowledge and experience of overall management and the importance of regional marketing through her experiences in various managerial positions, including as the representative director of a global company. Ms. Casanova meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of her designation as an Independent Outside Director. | *10 out of 10 meetings (100%) |
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| Naoki Ono | Naoki Ono provides valuable advice and supervision regarding the Company’s management based on his wide range of insights on resources and materials as well as sustainability and his ample experience of management, in addition to his track record of leading measures for management reforms in serving as a representative director of a global company that handles a variety of materials in nonferrous metals and others. Mr. Ono meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of her designation as an Independent Outside Audit & Supervisory Board Member. | - | |
| Junko Sunaga | Junko Sunaga provides valuable advice and supervision regarding the Company’s management based on her extensive insights on the technology domain mainly in the semiconductor industry and her ample experience of management, based on her experiences in various senior management positions at a global company. Ms. Sunaga meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of her designation as an Independent Outside Audit & Supervisory Board Member. | - | |
| Outside Audit & Supervisory Board Members | Masatake Yone |
Masatake Yone has been engaged in appropriate audits of the Company as an Audit & Supervisory Board Member (Outside) since taking office as an Audit & Supervisory Board Member based on his extensive expertise as an attorney and ample experience and wide range of insights as an outside director at corporations. Masatake Yone contributes to further strengthening the audit function and governance structure. Mr. Yone meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of his designation as an Independent Outside Audit & Supervisory Board Member. | 13 out of 13 meetings (100%) |
| Ayumi Ujihara |
Ayumi Ujihara contributes to strengthen Company’s audit function and establishing governance system based on her highly specialized expertise and experience in the accounting field, such as engaging in international company auditing as a certified public accountant. Ms. Ujihara meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of her designation as an Independent Outside Audit & Supervisory Board Member. | 13 out of 13
meetings (100%) |
|
| Etsuko Kobayashi |
Etsuko Kobayashi contributes to further strengthening the audit function and establishing governance structure of the Company. Ms. Kobayashi meets the requirements for independence stipulated by the Tokyo Stock Exchange, Inc. and the “Standards for Selecting Independent Outside Directors / Audit & Supervisory Board Members,” and the Tokyo Stock Exchange, Inc. has been duly notified of her designation as an Independent Outside Audit & Supervisory Board Member. | - |
*Attendance after her appointment on March 25, 2025.
