YAMAHA INTEGRATED REPORT 2018
64/90

Corporate Governance System OverviewMain itemsValueOrganizational designCompany with Audit & Supervisory BoardNumber of Directors (number of Outside Directors)11 (4)Number of Audit & Supervisory Board Members (number of Outside Audit & Supervisory Board Members)4 (2)Number of meetings of Board of Directors (Fiscal 2018)Average attendance by all Directors and Audit & Supervisory Board MembersAverage attendance by all DirectorsAverage attendance by Outside DirectorsAverage attendance by all Audit & Supervisory Board MembersAverage attendance by Outside Audit & Supervisory Board Members1396.5%96.0%94.2%98.1%96.2%Number of meetings of Audit & Supervisory Board(Fiscal 2018)Average attendance by all Audit & Supervisory Board MembersAverage attendance by Outside Audit & Supervisory Board Members1297.9% (47/48)95.8% (23/24)Directors’ terms of officeOne yearEmployment of Executive Officer systemYesOptional committees of Board of DirectorsExecutive Personnel CommitteeAuditorErnst & Young ShinNihon LLCDirectors and the Board of DirectorsThe Board of Directors consists of eleven (11) Directors (including four (4) Outside Directors). In principle, the Board of Directors meets monthly, and additionally from time to time as necessary. The Chairman of the Board of Directors is not in charge of any specific field and not involved in business execution.On the basis of fiduciary responsibilities to shareholders, Directors collect adequate information, understand relevant laws and regulations and other necessary rules, actively express opinions, discuss and make decisions at Board of Directors’ meetings, Management Discussion meetings and other important meetings in order to obtain sufficient knowledge on viewpoints and standpoints of various stakeholders including shareholders, and to achieve sustainable growth and medium- to long-term enhancement of corporate value. In fiscal 2018, Management Discussion meetings were held seven times, and the Executive Discussion meeting was held once.Appointment of Outside Directors and Outside Audit & Supervisory Board MembersPositionNameReasons for appointmentOutside DirectorsTakuya NakataThe Company nominated Takuya Nakata as an Outside Director in the belief that he will provide the Company’s management with valuable advice and supervision based on his wide range of insights and his ample experience in management as Director, President and Representative Executive Ofcer of Yamaha Corporation, by which the Company aims to increase the value of the Yamaha brand commonly used by both companies. He meets the requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Ofcers,” and the Tokyo Stock Exchange has been duly notied of his designation as an Outside Ofcer.Genichi TamatsukaThe Company nominated Genichi Tamatsuka as an Outside Director in the belief that he will provide the Company’s management with valuable advice and supervision based on his wide range of insights and his ample experience in management, through his experiences in various managerial positions, including as a representative director for several companies. He meets the requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Ofcers,” and the Tokyo Stock Exchange has been duly notied of his designation as an Outside Ofcer.Takehiro KamigamaThe Company nominated Takehiro Kamigama as an Outside Director in the belief that he will provide the Company’s management with valuable advice and supervision based on his wide range of insights and his ample experience in management and technology, through his experiences in various managerial positions, including as a representative director at a global company. He meets the requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Ofcers,” and the Tokyo Stock Exchange has been duly notied of his designation as an Outside Ofcer.Yuko TashiroThe Company nominated Yuko Tashiro as an Outside Director in the belief that she will provide 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 nancial manager and the representative director of several companies. She meets the requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Ofcers,” and the Tokyo Stock Exchange has been duly notied of her designation as an Outside Ofcer.Outside Audit & Supervisory Board MembersMasahiko IkagaThe Company nominated Masahiko Ikaga as an Outside Audit & Supervisory Board Member in the belief that he will utilize his signicant expertise as a certied public accountant, as well as his ample knowledge and experience as a company executive and an outside ofcer for a corporation, in performing his duties as one of the Company’s Audit & Supervisory Board Members (Outside). He meets the requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Ofcers,” and the Tokyo Stock Exchange has been duly notied of his designation as an Outside Ofcer.Masatake YoneThe Company nominated Masatake Yone as an Outside Audit & Supervisory Board Member in the belief that he will utilize his extensive expertise as an attorney and his ample knowledge and experience as an outside ofcer at corporations in performing his duty as the Company’s Audit & Supervisory Board Member (Outside). He meets the requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Ofcers,” and the Tokyo Stock Exchange has been duly notied of his designation as an Outside Ofcer.Yamaha Motor Co., Ltd. Integrated Report 201862

元のページ  ../index.html#64

このブックを見る