Integrated Report 2021(For the year ended December 31, 2020)

Executive Personnel Committee Yamaha Motor established the Executive Personnel Committee as a voluntary advisory body concerning the nomination and remuneration of members of the Board of Directors in order to improve the transparency and appropriateness of executive appointments and dismissals and the determi-nation of their remuneration, among other objectives. Matters deliberated by the Executive Personnel Committee are reported to the Board of Directors. Furthermore, to ensure the transparency and effectiveness of the deliberation process—the primary purpose for establishing the committee—as well as the appropriateness of matters reported to the Board of Directors, the Executive Personnel Committee is composed of a majority of outside directors and meets at least six times a year, in principle.In its role related to nominations, the committee deliberates on the appointment and dismissal of the chief executive officer (CEO), directors, Audit & Supervisory Board members, and executive officers, as well as on the selection of candidates for such senior management positions and their development plans, all while confirming future management Directors and the Board of Directors The Board of Directors consists of 10 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, and 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, including shareholders, and to achieve sustainable growth and medium- to long-term enhancement of corporate value. In fiscal 2020, Management Discussion meetings were held seven times, and the Executive Discussion meeting was held once.Yamaha Motor’s Standards for IndependenceIn addition to the required standards for independence established by Tokyo Stock Exchange, Inc., the Company has stipulated its own Standards for Selecting Independent Outside Directors / Outside Audit & Supervisory Board Members to objectively assess the independence of its outside directors and outside Audit & Supervisory Board members. Board Effectiveness Evaluation The Board of Directors analyzes and evaluates the effectiveness of the roles and responsibilities of the Board as a whole on a yearly basis with the Corporate Planning Division acting as the administrative office. The analysis and evaluation are carried out from the following per-spectives and a summary of the results is disclosed appropriately.Evaluation Process• Conduct a self-evaluation by questionnaire updated based on the seven evaluation perspectives for the aims of the Board of Directors as well as past evaluation results• Confirm the status of improvements by comparing the results against the evaluation implemented in fiscal 2019• Share the analysis-based results of the effectiveness evaluation and deliberate the issues to be addressed at Board meetingsEvaluation Perspectives1. 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 meetings of the Board of Directors6. Relationships and dialogue with shareholders7. Dealings with stakeholders other than shareholdersEvaluation Results from Fiscal 2020Amid dramatic changes in the management environment, it was con-firmed 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. It was also confirmed that the Board of Directors was sufficiently effective in making progress toward the Company’s Long-Term Vision that looks ahead to 2030 and in achieving the Medium-Term Management Plan that began in 2019.As in the previous fiscal year’s evaluation, it was recognized that comments made by outside directors and Audit & Supervisory Board members were properly respected by the Board, a climate exists in which constructive discussion and exchange of opinions are carried out, and the roles of directors and the Board of Directors are clear and understood among members. It was also confirmed that key issues regarding Yamaha Motor’s management strategies were appropriately discussed.In light of this evaluation, we will continue to promote ongoing improvements to address the issues identified and periodically involve a third party in the evaluation process to further improve the effectiveness of the Board of Directors.For the full text of the Standards for Selecting Independent Outside Directors / Outside Audit & Supervisory Board Members, please refer to our website. Governance Yamaha Motor Co., Ltd. Integrated Report 2021

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