Yamaha Motor Integrated Report 2022

Remuneration System for Executives In order to ensure the appropriateness as well as the transparency and feasibility of the deliberation process regarding items relating to executive remuneration, the Executive Personnel Committee voluntarily established by the Company conducts pertinent examinations and reports its findings to the Board of Directors. Decisions on remuneration amounts for each indi-vidual director are made at Board of Directors meetings according to our basic policy after discussions with and/or reports from the Executive Personnel Committee. In addition, Audit & Supervisory Board members discuss and determine the specific amounts of their base compensation.Breakdown of President and Representative Director RenumerationBreakdown of Compensation Linked to Consolidated PerformanceCorporate GovernanceBase compensation (40%)Evaluation indicators: net income attributable to owners of parent, ROA (in the ROA-based evaluation, the amount is adjusted according to factors that include figures for net sales and operating income, progress with the Medium-Term Management Plan and other directives, materiality initiatives, and an external ESG evaluation)* The ratio of performance-based compensation is calculated based on the base compensation.Pool of funds Net income attributable to owners of parentx Preset percentage of 0.14% (0.09% for executive officers who do not serve concurrently as directors)*x Evaluation coefficient based on ROA 0–2x (including adjustments based on other business performance metrics)* Percentage of net income attributable to the owners of the parent has been revised from fiscal 2022, taking into account increases in the Company’s profit levels, changes to the executive structure, and other factors.Base compensation (50%)Ratio of compensation linked to consolidated performance and compensation linked to individual performance• Representative director: 1 to 0 • Directors: 2 to 1 (Executive officers: 1 to 3)Compensation linked to performanceCompanywide performance- Compensation linked to performanceCompanywide performance- based bonus (30%)0–2x of base amount relative to achievement of and progress toward predetermined indicatorsbased bonus (30%)Performance-based share compensation (30%)Relative TSR evaluation over three-year period(relative to TOPIX growth rate including dividends)Ratio of financial and non-financial evaluation• Directors: 1 to 1 (Executive officers: 1 to 1)Non-Financial EvaluationShare remuneration (20%)74Basic Policy• To be a Kando Creating Company, Yamaha Motor encourages its executives to the maximum extent possible to perform their duties in accordance with its Management Principles and Action Guidelines.• Toward realizing the Company’s Long-Term Vision for 2030, executive remuneration shall offer strong motivation for achieving management targets in the Medium-Term Management Plan and other plans.• Remuneration shall function as an incentive for achieving sustainable growth of our corporate value and be shared as company profit by management and shareholders.• Remuneration amounts shall be set at a level capable of securing and retaining diverse, outstanding human resources suitable for the roles and responsibilities to be carried out by our management.• Yamaha Motor shall carry out initiatives befitting the Company to the greatest extent possible to address important societal issues (materiality).Remuneration StructureRemuneration for directors at Yamaha Motor is composed of base compensa-tion (fixed compensation), performance-based bonuses, and performance-based share compensation, and from fiscal 2022, the proportion of performance-based compensation was raised. Renumeration for the president and representative director is generally 40% base compensation, 30% perfor-mance-based bonuses, and 30% performance-based share compensation, and remuneration for other executive officers is set based on this precedent. Previous systemNew systemCompensation Linked to Consolidated PerformanceTakes into account year-on-year comparisons and degree of target achievement for net sales, operating income, and ROA in the division for which they are responsible Coinciding with the beginning of our new Medium-Term Management Plan in fiscal 2022, we have revised the executive remuneration system in a number of ways, including expanding performance-based compensation and introducing evaluations of materiality (important societal issues) and total shareholder return (TSR), and have also changed our policy for decid-ing the individual remuneration, etc., of directors, Audit & Supervisory Board members, and executive officers at Yamaha Motor.Outside directors and Audit & Supervisory Board members receive only fixed base compensation as their roles require them to supervise and audit Company management from an objective, independent perspective.Base CompensationAn annual base compensation is set for each executive position, one-twelfth of which is paid in cash on a monthly basis.Performance-Based BonusesThe representative director shall only be paid the Companywide performance-based bonus. Performance-based bonuses for other directors and executive officers shall comprise a Companywide performance-based bonus and an individual performance-based bonus. Performance-Based Share CompensationAs part of ongoing reviews of the remuneration system for directors, we have switched from the previous system of remuneration of restricted shares—with no attached performance conditions—to a system of performance-based remuneration of restricted shares in which the number of shares awarded is determined in conjunction with the Company’s TSR. This is in order to provide suitable incentive for further value sharing between Yamaha Motor directors and shareholders and for the ongoing improvement of our corporate value in the medium to long term.Compensation Linked to Individual PerformanceFinancial EvaluationTakes into account degree of progress on initiatives in the Medium-Term Management Plan, grooming of future executive officers and candidates for senior management positions, and contributions to corporate value and brand value

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