Yamaha Motor Integrated Report 2022

I will dedicate my focus to ensuring the proceedings at our Board of Director meetings are of high quality.Pursuit of High-Quality Proceedings at Board of Directors Meetings Diversification of the Board of Directors60The June 2021 revision of Japan’s Corporate Governance Code placed more rigorous requirements on the boards of directors of companies. I believe that this revision was instituted with the aim of increasing the quality of proceedings at board of directors meetings, and in response to the new requirements, Yamaha Motor is rolling out a range of measures for enhancing discus-sions regarding management issues. One is the prior distribution of information pertinent to agenda items. To fulfill this require-ment, the Company has presenters prepare 15-minute videos describing their proposals, and these videos are distributed to Board members ahead of meetings. This approach has allowed members to prepare and organize their thoughts for meetings ahead of time, thereby contributing to increased quality and efficiency in meeting proceedings. These benefits also extend to the newly commenced Management Study Group, which has seen more beneficial discussions. Our efforts to improve the efficiency of proceedings at Board meetings are shaped by our desire to engage in more in-depth discussions regarding the growth areas and new businesses defined in the new Medium-Term Management Plan as well as by the need to address the high-priority issue of sustainability. The new Medium-Term Management Plan was established in fiscal 2021, and from the efforts thus far, the Board of Directors was able to focus on discussion of the core elements of the plan throughout said period. The topics included portfolio strategies, carbon-neutrality initiatives for pursuing sustainability, digital Previously, the Board of Directors comprised six internal directors and four outside directors. However, we received approval at the Ordinary General Meeting of Shareholders held in March 2022 to change this membership to five internal directors and five outside directors. Yamaha Motor’s functions can largely be divided into four categories: management, sales, manufacturing, and technologies. Katsuaki WatanabeChairman and Representative Directortransformation methods to strengthen our management plat-forms, and measures for responding to the ongoing COVID-19 pandemic. Measures for ensuring more effective discussions have included evaluations and assessments based on self-evaluations by Board members by employing seven evaluation criteria as well as objec-tive evaluations by external institutions. The Board of Directors undergoes evaluations by external institutions once every three years and the latest such evaluation took place in fiscal 2021, meaning that the Board was able to receive an objective assess-ment. It found that the Board was sufficiently functional but required improvements in five areas, among which were discus-sions of portfolio strategies and carbon-neutrality initiatives. We intend to pursue these improvements in fiscal 2022. Other forward steps included the revision of the executive remuneration system by the Executive Personnel Committee in fiscal 2021, which entailed identifying 25 companies to serve as benchmarks and compiling remuneration tables using the 60th percentile of these global manufacturing companies as a stan-dard. Any increases to executive remuneration as a result of this revision were allocated to performance-based compensation to heighten the ratio of such compensation to total compensation. Based on the same thinking, we linked share-based compensa-tion to assessments of total shareholder returns in order to better connect remuneration to the interests of shareholders.I therefore feel that the new membership arrangement is quite balanced, with one of the five internal directors being an execu-tive officer with a background in each of these four categories in addition to one serving as the chairman. I look forward to seeing these members deliver more refined and cross-organizational management decisions while also executing duties in the business areas that reflect their respective backgrounds.From the Chairman of the Board of Directors

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