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Recommendations of the Compliance Special Committee andActions to Be Taken by Yamaha Motor

May 16, 2007

The Ministry of Economy, Trade and Industry conducted a spot inspection of the Yamaha Motor Co., Ltd. (the "Company") export control system in December 2005. The Company accepted and implemented Ministry directives for improvement in January 2006. Under Ministry guidance, the Company established the Compliance Special Committee, comprised of outside experts and specialists, on June 1, 2006, in order to maintain the trust of its stakeholders, including customers, shareholders, and suppliers. After evaluating the Company's compliance system, the Committee made recommendations for improvement.

The Committee held discussions focused on building confidence in the Company and developing customer-oriented management. Then it identified problem areas, suggested directions toward inspiring trust and customer confidence, and gave five specific recommendations to the Company to address in the near future.

The five Committee recommendations and the actions to be taken by the Company are as follows.

Recommendations of the Compliance Special Committee

1) Strengthen corporate governance to promote customer- oriented management

2) Bolster special committees to rationalize risk management

3) Dramatically reform the corporate culture toward taking more responsible action

4) Strengthen compliance functions.

5) Enhance auditing functions.

Measures Implemented by the Company

*Policies and actions the Company is currently promoting are indicated by the "" mark below.

1) Strengthening corporate governance to promote customer-oriented management

The Company will improve the system for passing along negative feedback and other information of customer concern to directors and executives.
In addition, we will stress proactive deliberation in decision-making, while strengthening the checking function of the Board of Directors.

  • Assign independent external directors and clarify the responsibilities of directors and executive officers

  • Instill compliance-based management companywide, at every opportunity

  • Develop a corporate culture and system that enables prompt reporting of all information -- including negative information -- to the top management.

2) Bolstering special committees to rationalize risk management

The Company will clarify the responsibility and authority of the various special committees involved in risk and compliance management, and strengthen their functions.
The Company will also establish a system to consistently implement the decisions of the special committees.

  • Establish a Risk Management and Compliance Committee, including external experts and specialists, to promote groupwide risk management and compliance

  • Clarify and strengthen the responsibilities and the authority of the special committees

  • Establish a subordinate council chaired by the director and comprised of the general managers of corporate divisions to ensure fast and reliable implementation of Risk Management and Compliance Committee decisions.

3) Dramatically reforming the corporate culture toward taking more responsible action

The Company will further improve compliance education for directors and employees at every level. The Company will also promote smooth communication between all directors and employees. These reforms seek to create a corporate culture in which all Yamaha personnel are always aware of their responsibilities to customers, shareholders, investors and society, and act accordingly.

  • Promote compliance education at individual work sites, spearheaded by the head of the pertinent division or department

  • Improve compliance education for employees at each occupational level. Strengthen education and training at divisions and departments concerned with important laws and regulations

  • Promote reform of the corporate culture toward vitalizing personnel and organizations.

4) Strengthening compliance functions

As a global corporation, the Company will ensure that its business activities conform to the laws and social norms of the countries and regions where it operates. To this end, the Company will focus on developing personnel capable of supporting global business. The Company will also work to enhance corporate ethics across the Yamaha Motor Group.

  • Make the management of major risks and compliance items a key mission of individual corporate divisions and departments, and build a PDCA cycle at each. Develop capable personnel in every division and department

  • Strengthen internal reporting functions and improve reporting effectiveness by disseminating information to all employees

  • Review criteria for ethical behavior to ensure strict adherence to laws and social norms of individual countries and regions around the world.

5) Enhancing auditing functions

The Company will develop an efficient, effective auditing system, suitable for monitoring our global corporate activities.

  • Strengthen the auditor support system

  • Strengthen the internal auditing division

  • Strengthen the global auditing system by improving regional management functions

Reference-1 Members of the Compliance Special Committee


Iwao Taka

Professor of Economics and Business Administration, Reitaku Graduate School

(Outside committee members)

Setsuko Egamia

Visiting Professor at the Okuma School of Public Management, Waseda Graduate School

Tadashi Omiya

Attorney, Asahi Law Offices

Keiji Goto

Attorney, Nishimura & Partners

Akira Shibasaki

Senior Researcher, Strategic Public Relations Institute

Kazuhiro Takei

Attorney, Nishimura & Partners

(Company committee members)

Tsuneji Togami

Chairman and Director

Takashi Kajikawa

President and Representative Director

Tetsuo Uchiyama

Representative Director

Hiroyasu Miyao


Toyoo Ohtsubo


Reference-2 Comment by Iwao Taka, Chairman of the Compliance Special Committee

During the course of preparing our recommendations, the Company provided all pertinent documents requested by the Committee, in their entirety. The Company also provided us with a number of opportunities for a frank exchange of opinions with employees at various worksites and affiliated companies. Executives are treating the recent export control problem as an opportunity to transform the Company into an exemplary, trusted enterprise. Thus, the Company was very cooperative with the Committee in drawing up a blueprint for the future. During discussions with the Committee, top management was sometimes more critical of the Company than the Committee members. Therefore, I believe that the Company will closely follow our five recommendations, reflecting the determination and commitment of the management.

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