Yamaha Motor Integrated Report 2020

From the Chairman of the Board of DirectorsChairman and Representative DirectorHiroyuki YanagiYamaha Motor aims to further enhance its corporate governance in order to respond to major societal changes and continue to be a company that creates new value.Strengthening Corporate GovernanceUnder our corporate mission to be a Kando Creating Company, Yamaha Motor must continue to take on the challenge of creating Kando that surpasses customer expectations, and as it forms the basis for achieving that mission, we have promoted the strengthening of our corporate governance.With the goal of incorporating objective opinions from outside the Company as well as knowledge and expertise we may sometimes lack internally, Yamaha Motor raised the proportion of outside directors on the Board of Directors. In 2019 and 2020, respectively, we welcomed as outside directors, Yuko Tashiro, a corpo-rate manager with a wealth of experience in global business and who possesses considerable knowledge of finance, marketing, and more, and Tetsuji Ohashi, a corporate manager with extensive knowledge of matters that include technology and manufacturing as well as digital transformation. Today, the Board consists of four independent outside directors and seven internal directors, putting the proportion of independent outside directors on the Board at over one-third. We have thereby struck a fine balance in terms of the experience and specialties of said directors, as clearly indicated by our skill map.Our free and open-minded corporate culture is also reflected in meetings of the Board of Directors. In fiscal 2019, we conducted lively discussions regarding 129 proposals, of which roughly 61% were made by direc-tors and Audit & Supervisory Board members, approximately 26% by executive officers, and some 13% by other managers. During these discussions, opinions were exchanged on 551 issues, with the majority of these coming from outside directors and outside Audit & Supervisory Board members. In addition to pointing out issues to the Board of Directors from a third-party standpoint, we receive the proactive opinions of our outside officers from the perspective of their individual specialties. Thus, I believe that they are fully performing both their offensive and defensive roles.Furthermore, the Executive Personnel Committee, which is comprised of four outside directors and three representative directors, is fulfilling its advisory role in relation to nominations and remuneration, and imple-mented a new executive remuneration system in fiscal 2019. Moreover, the committee is focusing on initia-tives to ensure that profits are shared with the Company’s shareholders over the medium to long term, including taking part in the selection and training of future management-level human resources.Corporate Governance52Yamaha Motor Co., Ltd. Integrated Report 2020Yamaha Motor Co., Ltd. Integrated Report 2020

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