Yamaha Motor Integrated Report 2022

Directors and the Board of Directors 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. The chairman of the Board of Directors does not hold any specific authority and is not involved in the execution of business matters. As a general rule, Board meetings are held monthly but may also be held if deemed necessary. 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. Evaluation Process• Conduct a self-evaluation by questionnaire updated with the help of a third-party institution based on the seven evaluation perspectives for the aims of the Board of Directors• Enlist a third-party institution to conduct an investigation of the Board of Directors, analyze the results, and hold interviews from an objective perspective• Conduct evaluations and analyses from the perspective of the amended June 2021 version of the Corporate Governance Code• Share the analysis-based results of the effectiveness evaluation and deliber-ate 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 2021The evaluation confirmed that our Board of Directors has actively and continu-ously carried out effective discussions, refined our initiatives to improve our corporate value in the medium to long term and achieve sustainable growth amid the dramatic changes in our business environment, and is effective enough to achieve our Long-Term Vision for 2030. A particularly praiseworthy point is the way in which the Board of Directors has continued to respect the feedback of outside directors and outside Audit & Supervisory Board members, and fostered a culture of open, constructive discussions and exchanges of opinion, as they did in fiscal 2020. Our third-party evaluation also confirmed that there were no major discrep-ancies between the Board’s self-evaluation and the third-party institution’s evaluation of the Board’s effectiveness.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. The analysis and evaluation are carried out from the following perspec-tives and a summary of the results is disclosed appropriately.Progress on Issues Flagged in the Previous Fiscal Year’s Effectiveness EvaluationIssues that were flagged in the previous fiscal year’s evaluation were “greater deliberation of risk management by the Board,” “improvement of diversity of Board membership and examination of successor plans,” “greater deliberation of responses to changes in the management environment and for appropriate risk-taking,” and “strengthened supervision of the operational status of the whistleblowing system.” forefront as the members addressed these points. In addition to creating more opportunities for reporting on and discussing responses to changes and risks in our business environment, including revising our medium- to long-term strategies in response to the situation with COVID-19, the Board discussed matters such as the diversity of our senior management, personnel training, and employee engagement. perspective of what the Board of Directors is seeking to become going for-ward, but points for further improvement were found and it was determined that more work is needed.Ensuring that “bad news comes first” at Board meetings was at the This work led to satisfactory evaluation results in all of these areas from the Points for Further Improvement of EffectivenessBased on the above analysis results, the Board of Directors is aware that work is needed in the following areas and will address these issues in order to function more effectively.Issue 1. Deepen discussions on the business portfolioIssue 2. Implement comprehensive discussions on sustainabilityIssue 3. Strengthen the supervision of the Board of Directors with regard to the Issue 4. Continue initiatives to ensure diversity, including among the Board of Issue 5. Issues related to the operation of the Board of Directors (further enhancement of communication opportunities between outside directors and internal directors, hybrid meetings involving face-to-face meetings and online meetings, ideal communication opportunities, etc.)In addition to making ongoing improvements in the areas flagged in this evaluation, we will incorporate the advice of the third-party institution—which plays a regular role in our evaluation process—to further improve the effective-ness of our 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.https://global.yamaha-motor.com/ir/governance/pdf/independent_en.pdfstatus of the prevalence of risk sensitivity on the groundDirectors and company management71

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