Yamaha Motor Integrated Report 2022

Corporate Governance System (As of March 24, 2022)Corporate Governance Corporate Governance Structure Corporate Governance System OverviewOrganizational designNumber of directors (number of outside directors)Number of Board of Directors meetings in fiscal 2021 (average attendance rate by directors)Number of Audit & Supervisory Board members(number of outside Audit & Supervisory Board members)Number of Audit & Supervisory Board meetings in fiscal 2021(average attendance rate by Audit & Supervisory Board members)Directors’ term of officeUse of executive officer system Optional committees of Board of DirectorsAuditorAudit & Supervisory Board Members AuditAudit & Supervisory Board 4 Audit & Supervisory Board members (including 2 outside Audit & Supervisory Board members)AuditSeeking advice / Making recommendationsSustainability Committee70Yamaha Motor supplies various kinds of products and services to markets around the world, including personal mobility solutions, marine products, industrial robots, vehicle engines, and unmanned helicopters. Overseas sales account for approximately 90% of the Company’s consolidated net sales. Starting with the principal concept of developing and producing locally where the products are consumed, we engage in development, procurement, production, sales, and other activities on the global stage. To sustainably advance our business activities, we believe it is effective to structure a corporate governance system consisting of the Board of Directors, made up of internal directors who are familiar with the Company’s customer characteristics, products, business operations, and functions and of outside directors who have a wealth of knowledge in global corporate management, as well as the Audit & Supervisory Board whose members include outside Audit & Supervisory Board members with professional knowledge in areas including accounting, legal affairs, and management administration. Under this corporate governance system, executive officers are appointed to execute operational duties in a timely manner, and the Board of Directors delegates matters related to the execu-tion of business operations to executive officers.Seeking advice / Making recommendationsExecutive Personnel CommitteeBusiness ExecutionSeeking advice /Making recommendationsManagement CommitteeGeneral Meeting of ShareholdersAppointment /DismissalBoard of Directors 10 directors (including 5 outside directors)Appointment / Dismissal SupervisionReporting business execution situationsPresident, Chief Executive Officer and Representative DirectorInstruction / ReportBusiness sectors, Functional sectors, Corporate sectors, and SubsidiariesAppointment /DismissalCoordinationCoordinationAccounting auditInstruction / ReportIntegrated Auditing DivisionCompany with Audit & Supervisory Board10 (5)14 (100%)4 (2)16 (100%)One yearYesExecutive Personnel CommitteeErnst & Young ShinNihon LLCAppointment /DismissalExternal AuditorCoordinationInternal audit

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