Corporate Governance
As of March 31, 2013

Basic Position on Corporate Governance
Based on its corporate philosophy, the Yamato Group car-Outside Directors and Outside Audit & Supervisory
Board Members

ries out business activities in accordance with the law andTo ensure objective checks of management, two of the six

social norms and actively promotes compliance management.

directors were outside directors as of the year ended March31, 2013.

Striving to maximize corporate value by effectively utilizing the management resources of the Group is one of theSimilarly, three of the four Audit & Supervisory Board

top priorities of management, and we have implemented

members are outside Audit & Supervisory Board members

measures and bolstered management systems as part ofto reinforce supervision of business execution.
Both outside directors have ample experience and exten-

our corporate governance initiative.

sive knowledge, Masayoshi Sato being a lawyer andStatus of Corporate GovernanceToshitaka Hagiwara being a businessman. They comment andThe Board of Directors, Management Advisory Committee

advise as needed on all aspects of business management.

and Executive Committee serve as administrative organs

Collaboration with the Independent Auditor and the Audit

involved in decision-making, execution and supervision ofDivision enhances governance.

the Yamato Group. This management structure enables

Similarly, all outside Audit & Supervisory Board members

decisions to be made rapidly and precisely on important

have ample expertise in finance and accounting. They arebusiness matters.

Koji Okawa, whose experience has included working for a

The number of Board members cannot exceed 12 asfinancial institution and a tax and accounting firm, Motoharu

stipulated in the Company’s articles of incorporation. The

Yokose, a certified public accountant, and Hiroyuki Kanae,

term of office for directors has been set at one year in order

who has professional experience as a lawyer.

to clarify management responsibilities for each fiscal year.

Corporate Governance Framework
General Meeting of Shareholders
ElectElect

Elect/
Supervise

Audit &Supervisory
Board

ReportIndependent
Auditor

Elect

Audit

Nomination andCompensation
Committee

Board ofDirectors

Management
Advisory Committee

ReportMake decisions/Supervise

ReportExecutive
Committee

Accounting
audit

Execute business

Propose/ReportCSR Division

Legal Advisor

Propose/ReportInternalaudit

Audit Division

Group Companies

AnnuAl RepoRt 201335

Outside Audit & Supervisory Board members attend
Audit & Supervisory Board meetings as well as periodic

framework that enables the Audit & Supervisory Board
members to smoothly carry out their functions.

meetings to exchange opinions with the President. TheseIn addition, Group Auditors’ Liaison Meetings are held

meetings also serve to confirm the status of directors’

periodically for the full-time Audit & Supervisory Board mem-execution of duties, by means of including questions regard-bers of the major operating companies to confer on auditing

ing management policy.

policies and procedures, exchange information and other-

The abovementioned two outside directors and threeoutside Audit & Supervisory Board members have no conflicts of interest with the Group.

wise enhance collaboration. Meetings with internal auditors
are also held periodically to exchange information.
Internal audits are performed by a 12-member team that

The Group maintains a policy of satisfying the indepen-operates independently from any other Group organ.

dence criteria of the Tokyo Stock Exchange, Inc., when choos-Together with the 102 employees who conduct internal

ing outside directors and Audit & Supervisory Board members.

audits for Group companies, the Yamato Group has a total of

The Group has notified the Tokyo Stock Exchange that all

114 internal auditors, who check whether the business andthe above outside directors and Audit & Supervisory Board

affairs of the Group as a whole are being carried out appro-members are independent, as required.

priately and efficiently based on the annual auditing plan. A

Outside Director Masayoshi Sato resigned at the closingof the Ordinary Meeting of Shareholders on June 25, 2013.
In his place, Masakatsu Mori was nominated and appointed
as a new outside director.

structure is in place under which results are reported to theBoard of Directors and the Audit & Supervisory Board.
Also, the Group Internal Auditing Committee meets regularly for the internal auditors of the operating companies toconfer on problems and proposed improvements based on

Status of Internal Audits, Audits by Audit &Supervisory Board Members and Accounting Audits

auditing policies and audit results. At the same time, man-The Audit & Supervisory Board is made up of one full-time

trol divisions to improve and build systems to validate

Audit & Supervisory Board member and three outside Audit

internal controls.

agement collaborates with Group companies’ internal con-& Supervisory Board members. Audit & Supervisory Board

As the Group’s appointed Independent Auditor, Deloitte

members attend meetings of the Board of Directors andTouche Tohmatsu LLC holds regular meetings with Audit &other important meetings to audit the execution of duties bySupervisory Board members and conducts effective

the directors, and otherwise endeavor to improve the sound-accounting audits. Accounting audits are performed by two

ness of management and the trust of the public.

certified public accountants, Yoshiaki Kitamura andA full-time staff member has been appointed to assist
the Audit & Supervisory Board members to put in place aKazuhide Kobori, assisted by another 13 certified publicaccountants and 13 other staff members.

Compensation of Directors and Audit & Supervisory Board Members
Details of Compensation for Directors and Audit & Supervisory Board Members

Director and Audit & Supervisory
Board member category

36

Total compensation andother remuneration(Millions of Yen)

Total by compensation andremuneration category(Millions of Yen)
Basic compensation

Headcount of eligibledirectors and Audit &Supervisory Board
members

Directors (excluding outside directors)

225

225

4Audit & Supervisory Board members (excluding outside
Audit & Supervisory Board members)

20

20

1

Outside directors and Audit & Supervisory Board
members

35

35

6

Yamato Holdings Co., ltd.

To ensure the objectivity and transparency of policies forDirector compensation comprises fixed remuneration that

determining director compensation, deliberations are con-reflects external standards and performance-based

ducted through the Nomination and Compensation Commit-amounts. The compensation of Audit & Supervisory Board

tee, more than half of whose members are outside directors,

members and outside directors is fixed in keeping with thewith the Board of Directors making resolutions.

nature of their work.

Compensation of Accounting Auditor
Details of Compensation for Certified Public Accountants and Staff of the Accounting Auditor
Fiscal year ended March 31, 2012

Category

Compensation paid
for audit certification
activities(Millions of Yen)

Yamato Holdings Co., Ltd.

Fiscal year ended March 31, 2013

Compensation paid
for non-audit activities(Millions of Yen)

Compensation paid
for audit certification
activities(Millions of Yen)

Compensation paidfor non-audit activities(Millions of Yen)

41

842

1Consolidated subsidiaries

133—133

4Total174

8175

5Other Important Compensation Details

Details of Non-Audit Activities of Certified PublicFiscal year ended March 31, 2012

Accountants and Staff of the Accounting Auditor

The compensation that 11 overseas subsidiaries, including

Fiscal year ended March 31, 2012

consolidated subsidiary Yamato Transport U.S.A., Inc., paid

The non-audit activities for which the Company paid theto Deloitte Touche Tohmatsu Limited, which is part of thecertified public accountants and staff of the accounting

same network of the accounting firm that audits Yamato

auditors entailed advice and guidance relating to the intro-Holdings, was as follows.

duction of International Financial Reporting Standards.

Compensation paid for audit certification and related
activities: ¥82 million

Fiscal year ended March 31, 2013
Non-audit activities for which the Company paid the certified

Fiscal year ended March 31, 2013

public accountants and staff of the accounting auditors

The compensation that 12 overseas subsidiaries, including

entailed advice and guidance on the introduction of Interna-consolidated subsidiary Yamato Transport U.S.A., Inc., paidtional Financial Reporting Standards.

to Deloitte Touche Tohmatsu Limited, which is part of thesame network of the accounting firm that audits Yamato

Policy for Determining Accounting Auditor Compensation

Holdings, was as follows.

We determine audit compensation for the certified publicCompensation paid for audit certification and related

accountants and staff of the accounting auditor based onactivities: ¥98 million

the number of days required for audits, the Company’s size,
and the nature of its operations.

AnnuAl RepoRt 201337