Yamaha Motor Integrated Report 2022

Audit & Supervisory Board Members and the Audit & Supervisory Board On the basis of fiduciary responsibilities to shareholders, Audit & Supervisory Board members and the Audit & Supervisory Board, as a body independent of the Board of Directors, request the Company and its subsidiaries to submit reports on their business activities in accor-dance with laws and regulations, survey the status of business opera-tions 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 sys-tems, and the performance and financial position of the Company and its subsidiaries. The Audit & Supervisory Board Members’ Office, with a Executive Officers and Management Committee, etc. The Company has 30 executive officers, of whom four serve concur-rently as directors. The Management Committee, comprising eight 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 2021, 24 meetings of the Management Committee were held. Internal Auditing The Integrated Auditing Division, with 25 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 Sustainability Committee Yamaha Motor has established the Sustainability Committee, comprising eight executive officers with specific posts, as an entity to deliberate measures related to risk management and compliance as well as to address issues concerning sustainability. In principle, the Sustainability Committee meets three times a year, and also holds additional meetings if necessary. Cross-Shareholdings Yamaha Motor holds cross-shareholdings only when it is deemed neces-sary and appropriate in order to achieve growth and enhance corporate value from a medium- to long-term perspective. For this reason, we do not hold investment shares for net investment purposes, where the aim is solely to derive profit from share price fluctuations and dividends. All of the investment shares we hold are for purposes other than net invest-ment. The Board of Directors examines each cross-shareholding annually to determine whether the rationale of the shareholdings is appropriate, among other points. The Board of Directors then appropriately discloses a summary of the results. In addition, Yamaha Motor upholds a policy to reduce cross-shareholdings if the shareholdings cannot be justified. Based on this policy, in fiscal 2021 the Board of Directors verified the appropriateness of holding certain individual stocks and the Company sold a portion of its cross-shareholdings.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. 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 44 members, of whom 26 are Japanese and 18 are non-Japanese. In prin-ciple, the committee meets at least once annually. In fiscal 2021, two meetings of the Global Executive Committee were held.Shareholdings of Yamaha CorporationYamaha Motor was established by spinning off the motorcycle division from Nippon Gakki Co., Ltd. (currently Yamaha Corporation). Today, the two companies’ management is conducted separately, with both using the same Yamaha brand. We are undertaking various measures in col-laboration with Yamaha Corporation through the Joint Brand Committee and under the Yamaha Brand Charter and Joint Brand Regulations. Both companies appropriately monitor measures for mutual sustainable growth through shareholdings and by dispatching directors. We believe that maintaining and improving the shared value of the Yamaha brand by building a relationship of monitoring and collaboration with Yamaha Corporation will contribute to the medium- to long-term enhancement of Yamaha Motor’s corporate value.73

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