Executive Personnel CommitteeYamaha Motor has established an Executive Personnel Committee, which is involved in nominations and remuneration, as a voluntary advisory body of the Board of Directors, to improve transparency and validity in appointments and dismissals of executives and determining their remuneration, among other objectives. Matters deliberated upon at the Executive Personnel Committee are reported to the Board of Directors.In the role related to “nominations,” the Executive Personnel Committee deliberates upon the appointments and dismissals of the Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive Officers, as well as the selection of candidates for such senior management positions and their development plans, while confirming future management strategies and personnel requirements for putting them into practice, among other things.In the role related to “remuneration,” the Executive Personnel Committee deliberates upon and determines the evaluation standards and remuneration system for the Chief Executive Officer, Directors and Executive Officers. The Executive Personnel Committee also evaluates the performance of the Company and individuals based on contributions to medium- to long-term corporate growth and business performance for the said fiscal year, in order to deliberate upon the compensation linked to performance for such senior management within the limits of total remuneration resolved at the General Meeting of Shareholders.To ensure the transparency and effectiveness of the deliberation process, which is the purpose for establishing the Executive Personnel Committee, as well as to ensure the validity of matters reported to the Board of Directors’ meetings, the majority of the members of the Executive Personnel Committee consists of Outside Directors, and the meeting of the Executive Personnel Committee is held more than six times a year, in principle. The current members are as follows:Chairman: Chairman and Representative DirectorHiroyuki YanagiCommittee member: President and Representative DirectorYoshihiro HidakaCommittee member: Representative DirectorKatsuaki WatanabeCommittee member: Outside Director (Independent)Takuya NakataCommittee member: Outside Director (Independent)Genichi TamatsukaCommittee member: Outside Director (Independent)Takehiro KamigamaCommittee member: Outside Director (Independent)Yuko TashiroAudit & Supervisory Board Members and the Audit & Supervisory BoardThe Audit & Supervisory Board Members are made up of two (2) Standing Audit & Supervisory Board Members and two (2) Independent Outside Audit & Supervisory Board Members. In principle, the Audit & Supervisory Board meets monthly, and additionally from time to time as necessary. 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. An Audit & Supervisory Board Members’ Office, with a dedicated staff of two (2) persons, has been established to assist the Audit & Supervisory Board Members with their audit and supervisory operations.Executive Officers and Management Committee, etc.The Company has twenty-eight (28) Executive Officers, of whom six (6) serve concurrently as Directors. A Management Committee, comprising ten (10) 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 fiscal 2018, 23 meetings of the Management Committee were held.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 forty-three (43) members, of whom twenty-seven (27) are Japanese and sixteen (16) are non-Japanese. In principle, the Global Executive Committee meets at least once annually, and additionally from time to time as necessary. In fiscal 2018, two meetings of the Global Executive Committee were held.Independent Outside Directors and Outside Audit & Supervisory Board MembersYamaha Motor appoints Independent Outside Directors in accordance with its “Standards for Selecting Independent Outside Officers,” which are disclosed to the public. Independent Outside Directors are expected to independently and objectively oversee conflicts of interest between the Company’s management and shareholders from social perspectives and from the standpoints of various stakeholders including shareholders and investors. They are also expected to actively provide the Company with advice on management policies and improvements.Independent Outside Directors and Outside Audit & Supervisory Board Members endeavor to understand a complete view of Yamaha Motor’s business operations by inspecting the minutes and reference materials of Management Committee meetings and other important meetings, and by visiting its worldwide development, procurement, Yamaha Motor Co., Ltd. Integrated Report 201863
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