Yamaha Motor Integrated Report 2020

Directors and the Board of Directors The Board of Directors consists of 11 Directors (including four Outside Directors). In principle, the Board of Directors meets monthly, and addi-tionally 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 busi-ness 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 includ-ing shareholders, and to achieve sustainable growth and medium- to long-term enhancement of corporate value. In fiscal 2019, Management Discussion meetings were held seven times, and the Executive Discussion meeting was held once. Board Evaluation Pursuant to Yamaha Motor’s Corporate Governance Guidelines, the Board of Directors analyzes and evaluates the effectiveness of roles and responsibilities of the Board as a whole on a yearly basis.The analysis and evaluation are carried out from the following perspec-tives and a summary of the results is appropriately disclosed.Evaluation perspectives  1. Roles and responsibilities of Directors and the Board of Directors2. Relationships between the Board of Directors and senior management (Executive Officers)3. Organizational design and composition of the Board of Directors, etc.4. Qualifications held and knowledge of Directors and the Board of Directors5. Deliberation at the meetings of the Board of Directors6. Relationships and dialogue with shareholders7. Dealing with stakeholders other than shareholdersEvaluation processThe effectiveness of the Board of Directors was evaluated using the following process with the Corporate Planning Division acting as the secretariat.• Self-Evaluation Survey by updated questionnaire, based on seven evaluation perspectives regarding the aims of the Board of Directors and past evaluation results.• Conduct Board investigations, analysis of the Self-Evaluation Survey responses, and interviews implemented by a third party.• Analyze the Self-Evaluation and Third-Party Evaluation results, and confirm the status of improvement, compared with the previous fiscal year’s evaluation.• Share the results of the evaluation of effectiveness and deliberate the issues to be addressed at the Board of Directors’ meetings based on the results of the analysis.Evaluation resultsIt was confirmed that the Board of Directors continued to proactively hold effective discussions and implement creative initiatives to realize the medium- to long-term enhancement of corporate value and sustainable growth, and the effectiveness was sufficiently assured toward the achievement of the Long-Term Vision, with an eye on 2030 and the Medium-Term Management Plan from 2019.In particular, it was highly evaluated that the comments made by Outside Directors and Audit & Supervisory Board Members were fully respected, a climate was fostered in which constructive discussion and exchange of opinions were carried out, and the roles of Directors and the Board of Directors were clarified and shared. It was also confirmed that key issues regarding Yamaha Motor’s management strategy have been appropriately discussed.It was confirmed that there was no significant difference in theeffectiveness of the Board of Directors between the prior Self-Evaluation and the Third-Party Evaluation.We will continue to push ahead with improvement measures to address the issues highlighted based on the evaluation and implement creative initiatives to further improve effectiveness by regularly involving a third party in the evaluation process. Corporate Governance64Yamaha Motor Co., Ltd. Integrated Report 2020

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