production and sales locations and markets. They attend the Management Discussion meeting held after the Board of Directors’ meetings on a regular basis, and the Executive Discussion meeting held more than once a year to openly exchange opinions on the Company’s medium- to long-term management strategies and important management matters. Summary of “Standards for Selecting Independent Outside Officers”I. Independent Outside Officers may not be:1. Employees or former employees of the Company2. Major shareholders3. Individuals in a “major customer” relationship with our corporate group4. Individuals from companies that have accepted a director from Yamaha Motor Group5. Individuals with some other type of vested interest in the Group6. Individuals who might have a conflict of interest with our general shareholders7. In office more than 8 yearsMoreover, individuals who are second-degree relatives, or cohabiting relatives, of any of those mentioned above in 1 through 5 may not be officers.II. Individuals, despite being applicable to any of the 2 to 5 above, may be elected as independent outside officers of the Company if they, in view of their personality and insight, are believed suitable as independent outside officers 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 officers of the Company.For the full text of the “Standards for Selecting Independent Outside Officers,” please visit our website.https://global.yamaha-motor.com/ir/governance/pdf/independent_en.pdfRisk Management and Compliance CommitteeA Risk Management and Compliance Committee, comprising ten (10) 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 AuditingThe Integrated Auditing Division, with twenty-nine (29) 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.Remuneration System for Directors and Executive OfficersRemuneration is to be comprised of basic compensation (fixed remuneration), compensation linked to performance, and share remuneration. The proportions of basic compensation: compensation linked to performance: share remuneration for the President and Representative Director is to be set at roughly 50%:30%:20% of the reference amount. For other Directors and Executive Officers, the amounts are to be determined bearing in mind their duties and (Millions of yen)Ofcer classicationBasic compensationCompensation linked to performanceStock compensation plan Total Directors’ bonuses Compensation linked to each Director’s individual performanceDirectors (15)3592684150721Of which, Outside Directors (5)(36)―――(36)Audit & Supervisory Board Members (4)77―――77Of which, Audit & Supervisory Board Members (Outside) (2)(18)―――(18)Total4372684150799Notes: 1. The annual amount of remuneration for Directors excluding Directors’ bonuses shall be ¥540 million or less (including ¥50 million or less for Outside Directors), and the annual amount of remuneration for Audit & Supervisory Board Members shall be ¥90 million or less.2. The above Directors’ bonuses in Compensation linked to performance are the amount scheduled to be paid.3. The above gures include 4 Directors who retired at the conclusion of the 83rd Ordinary General Meeting of Shareholders held in 2018.4. In addition to the remuneration listed above, ¥46 million was paid as salaries to Directors who serve concurrently as employees.Remuneration for Directors and Audit & Supervisory Board MembersRemuneration for Directors and Audit & Supervisory Board Members for fiscal 2018 is as follows:Yamaha Motor Co., Ltd. Integrated Report 201864
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