Yamaha Motor Integrated Report 2022

srotceriDsrebmeMdraoByrosivrepuS& tiduA Identifying the Expertise and Experience Directors and Audit & Supervisory Board Members Must Possess Executive Personnel Committee Yamaha Motor established the Executive Personnel Committee as a volun-tary advisory body concerning the nomination and remuneration of mem-bers of the Board of Directors in order to improve the transparency and objectivity of executive appointments and dismissals and the determination of their remuneration, among other objectives. To ensure the transparency of the deliberation process, as well as the objectivity and appropriateness of reports 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. appointment and dismissal of the CEO, directors, Audit & Supervisory Board members, and executive officers, as well as on the selection of candidates for senior management positions and their development plans, all while confirming future management strategies and personnel requirements for their implementation, among other tasks. As part of its efforts to improve corporate governance, the Company established a system for determining executive officer appointments or dismissals based on a review and evalua-tion of the CEO’s own performance. Specifically, through strategic dialogue with the CEO, the attendees of a roundtable conference (seven outside directors and Audit & Supervisory Board members, chaired by Outside Professional Qualifications and Experience of Directors and AuditorsCorporate GovernanceNameClassificationCorporate Management / Manufacturing / Technology / R&DExpertiseSales / MarketingAccounting / Finance / M&AIT / Digital TechnologyHuman Resources / Labor / Personnel Legal / ComplianceESG / DevelopmentSustainabilityRisk Global ExperienceManagement72In its role related to nominations, the committee deliberates on the In order for Yamaha Motor’s directors and Audit & Supervisory Board members to fulfill their roles and responsibilities effectively, the members comprising the Board of Directors and Audit & Supervisory Board—including outside members—must possess sufficient knowledge and experience concerning company management in their respective fields. Below are areas of expertise Katsuaki WatanabeChairman of Executive Personnel CommitteeYoshihiro HidakaMembers of Executive Personnel CommitteeHeiji MaruyamaSatohiko MatsuyamaNewly appointedMotofumi ShitaraNewly appointedOutside / IndependentMembers of Executive Personnel CommitteeTakuya NakataOutside / IndependentMembers of Executive Personnel CommitteeTakehiro KamigamaOutside / IndependentMembers of Executive Personnel CommitteeYuko TashiroOutside / IndependentMembers of Executive Personnel CommitteeTetsuji OhashiNewly appointed Outside / Independent Members of Executive Personnel CommitteeJin Song MontesanoKenji HironagaJunzo SaitoMasatake YoneOutside / IndependentEriko KawaiOutside / IndependentDirector Takehiro Kamigama) carry out a non-financial evaluation that includes the CEO’s operational performance as a member of management from the perspective 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 process whereby objectivity and fairness are ensured, we will continue building up our corporate governance in which the best and most suitable 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 perfor-mance 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 com-pensation linked to performance for the abovementioned senior manage-ment personnel within the limits of the total remuneration amount resolved at the Ordinary General Meeting of Shareholders.and experience considered vital to the Company from a management perspec-tive, and in selecting candidate members for the Board of Directors and Audit & Supervisory Board, they must not only possess sufficient knowledge in all of these areas but also in areas where the Company expects particularly strong performance.

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