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

Audit & Supervisory Board Members and the Audit & Supervisory Board The Audit & Supervisory Board is 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 of the Board of Directors, request the Company and its subsidiaries to submit reports on their business activities in accordance with laws and regulations, survey the status of business operations and properties, 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. The Audit & Supervisory Board Members’ Office, with a dedicated staff of two people, has been established to assist 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. Executive Officers and Management Committee, etc. The Company has 32 executive officers, of whom five serve concurrently as directors. The Management Committee, comprising 10 executive officers with specific posts, has been established to deliberate on matters of business execution, speeding up the Company’s decision-making process. In principle, the Management Committee meets at least monthly, and additionally from time to time as necessary. In fiscal 2020, 26 meetings of the Management Committee were held.In addition, the Global Executive Committee has been established to deliberate on important management policies and issues related to the Group’s management. The Global Executive Committee includes the Company’s representative director, all executive officers with specific posts, and senior local managers of major Group companies, and has 46 members, of whom 28 are Japanese and 18 are non-Japanese. In principle, the committee meets at least once annually, and additionally from time to time as necessary. In fiscal 2020, two meetings of the Global Executive Committee were held.strategies and personnel requirements for their implementation, among other tasks.In fiscal 2020, as part of its efforts to improve corporate governance, the Company established and carried out a roundtable conference with the CEO in a system for determining executive officer appointments or dismissals based on a review and evaluation of the CEO’s own perfor-mance. Through strategic dialogue with CEO Yoshihiro Hidaka, the roundtable conference (composed of six outside directors and Audit & Supervisory Board members and chaired by Outside Director Takehiro Kamigama) carried out a non-financial evaluation that included Hidaka’s operational performance as a member of management from the per-spective of whether he possesses the qualities required to serve as the CEO and if he properly demonstrates those qualities. The outcome of the conference was reported to the Board of Directors by the Executive Personnel Committee, at which the appointment of executive officers—including the CEO—was finalized. In this way, through a pro-cess whereby objectivity and fairness are ensured, we will continue building up our corporate governance in which the best and most suit-able members of management execute business operations.In its role related to remuneration, the committee deliberates on and decides the evaluation standards and remuneration system for the CEO, directors, and executive officers. The committee also evaluates the performance of the Company overall and individuals based on their contributions to medium- to long-term corporate growth and business performance for the fiscal year in question. In addition, the committee deliberates on compensation linked to performance for the abovementioned senior management personnel within the limits of the total remuneration amount resolved at the Ordinary General Meeting of Shareholders. Sustainability Committee Yamaha Motor has established the Sustainability Committee, comprising 10 executive officers with specific posts, as an entity to deliberate mea-sures related to risk management and compliance as well as to address issues concerning sustainability. In principle, the Sustainability Committee meets twice a year, and also holds additional meetings if necessary. Internal Auditing The Integrated Auditing Division, with 27 members and which reports directly to the president and chief executive officer, has been established as an internal auditing body to audit the appropriateness of operational activities by the Company and its subsidiaries. In addition, internal audit functions have been installed at major subsidiaries, working together with the Company’s internal auditing body to audit divisions and subsidiaries.65Yamaha Motor Co., Ltd. Integrated Report 2021

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