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 89th fiscal year |
|---|---|---|---|
| Outside Directors | Takuya Nakata |
Takuya Nakata provides the Company’s management with valuable advice and supervision based on his ample experience of management in general gained from his position as the Director, President and Representative Executive Officer of Yamaha Corporation and wide range of insights, by which the Company aims to increase the value of the Yamaha brand commonly used by both companies. Mr. Nakata 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 Outside Director. | 13 out of 13 meetings (100%) |
| Yuko Tashiro |
Yuko Tashiro provides valuable advice and supervision regarding the Company’s management based on her wide range of insights and her ample experience of management based on her experiences in various managerial positions, including financial managers and the representative directors of several companies. Ms. Tashiro 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%) |
|
| Tetsuji Ohashi |
Tetsuji Ohashi provides valuable advice and supervision regarding the Company’s management based on his wide range of insights and his ample experience of management and manufacturing, through his experiences in various managerial positions, including the representative director of a global company. Mr. Ohashi 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%) |
|
| 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 will provide valuable advice and supervision regarding the Company’s management based on his wide range of insights and his ample experience of management and 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. | _ | |
| 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 12 meetings (92%) |
| Eriko Kawai |
Eriko Kawai contributes to strengthen Company’s audit function and establishing governance system as she has been engaged in appropriate audits of the Company as the Company’s Outside Audit & Supervisory Board Member based on her high level of expertise regarding finance and accounting and her abundant experience at international companies and international organizations, and experience and track record as an Outside Director / Audit & Supervisory Board Member at corporations since taking office as an Audit & Supervisory Board Member. Ms. Kawai 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%) |
|
| Ayumi Ujihara |
Ayumi Ujihara contributes to further strengthening the audit function and governance structure based on her extensive expertise and experience in the field of accounting as a certified public accountant who has audited international corporations and others. 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. | *10 out of 10
meetings (100%) |
*Attendance after her appointment on March 22, 2023.
