Yamaha Motor Integrated Report 2020

Executive Personnel Committee Yamaha 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 remu-neration, 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 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 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 pro-cess, which is the purpose for establishing the committee, as well as to ensure the validity of matters reported to the Board of Directors’ meet-ings, 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. Independent Outside Directors and Outside Audit & Supervisory Board Members Yamaha 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 manage-ment 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 manage-ment 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, 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 the 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 years Moreover, 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 2 through 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. Audit & Supervisory Board Members and the Audit & Supervisory Board The Audit & Supervisory Board Members are made up of two Standing Audit & Supervisory Board Members and two 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 indepen-dent from the Board of Directors, request the Company and its subsidiar-ies 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 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 people, has been established to assist the Audit & Supervisory Board Members with their audit and supervisory operations.Collaboration between Audit & Supervisory Board Members, Outside Auditors, and Internal Audit SectionAudit & Supervisory Board Members (including Outside Audit & Supervisory Board Members) work with the External Auditor to facilitate audits based on appropriateness, and receive accounting audit reports in accordance with laws and regulations. Through collaboration that includes the mutual exchange of information as needed and related opinions with the internal audit section, Audit & Supervisory Board Members receive reports about internal audit plans and their outcomes, with the ultimate aim of improving the effectiveness and efficiency of audits.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.pdf65Yamaha Motor Co., Ltd. Integrated Report 2020

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