Corporate Governance

Basic Corporate Governance Policies<Corporate Governance Guidelines>

with professional knowledge in areas including accounting, legal

supports management’s appropriate risk-taking and decisive decision-

The Company’s Management Principles and Management Strategies

Chapter 1

affairs, and management administration.

making activities. In addition, the Board of Directors multilaterally

Ensuring shareholders’ rights and equality, and basic
views on dialogue with shareholders

Yamaha Motor’s corporate objective is to be a “Kando* creatingcompany.” We aspire to offer new excitement and a more fulfilling life

Chapter 2

for people all over the world. To this end, we provide unique and high-Chapter 3

quality products and services made available through our technology

Under this corporate governance system, Executive Officers areunderstands and appropriately oversees issues and risks associatedAppropriate collaboration with various stakeholders

appointed to execute operational duties in a timely manner, and thewith the execution of management strategies from the viewpoint ofAppropriate information disclosure and ensuring

Board of Directors delegates matters related to the execution offulfilling its responsibilities to various stakeholders includingtransparency

business operations to the Executive Officers.

shareholders and investors. We acknowledge that these tasks are

to interweave human logic with sensibility by continuously striving to

Chapter 4achieve “the unique style of Yamaha Motor’s engineering,

Attachment 1: Standards for selecting independent outside officers2) Summary of current systemmanufacturing and marketing” aiming at creating “new, original andAttachment 2: Policies to promote constructive dialogue with

Composition of the Board of Directors and Audit & Supervisory

shareholders

innovative ideas and messages,” “technology that creates joy andtrust among customers,” “attractive designs to express Refined

Responsibilities of the Board of Directors, etc.

For the full text of “Yamaha Motor’s Corporate Governanceenhancement of its corporate and brand value.
To ensure prompt execution of business operations, the Board of

Board

Directors appoints Executive Officers and delegates matters related to

The Board of Directors and the Audit & Supervisory Board, which

execution of business operations to them.

Dynamism,” and “power to build up a lifetime relationship with

Guidelines,” please visit our website:

implement corporate governance, consist of eight (8) Directors, threecustomers.”

http://global.yamaha-motor.com/ir/governance/pdf/corporate_(3) Outside Directors (including two (2) Independent Outside

judged and determined by the Board of Directors and matters to be

governance_guidelines-e.pdf

Directors), two (2) Standing Audit & Supervisory Board Members, anddelegated to Executive Officers are as follows:

two (2) Independent Outside Audit & Supervisory Board Members. Of

1. Mattered to be judged and determined by the Board of Directors

the fifteen (15) Directors and Audit & Supervisory Board Members in• Determining matters provided for in laws and regulations and theWe make ongoing efforts to gain recognition from our various
stakeholders that “the unique style of Yamaha Motor” constitutes the

In accordance with the policies outlined above, matters to bepreferred choice for stakeholders. We believe that these efforts will

Summary of Corporate Governance andReasons for Adopting the Systemenable us to achieve sustainable growth and enhance our medium- to

1) Reasons for adopting current systemlong-term corporate value.

Yamaha Motor supplies various kinds of products and services toknowledge, experience and ability, and in consideration of diversity• Determining strategies and policies

markets around the world, including sensibility-focused personaland size, the composition of the Board of Directors and Audit &• Determining Corporate Philosophy, Code of Ethics, Basic Policies on

carry out specific measures to achieve sustainable growth andmobility for individual customers’ recreational purposes, user friendly

Supervisory Board are defined as follows:

Internal Control, Basic Policies on CSR, Governance Policies on theenhancement of corporate value. While maintaining and strengthening

and practicality-focused personal mobility for travelling and1. The Articles of Incorporation stipulate the number of Directors to be

Yamaha brand, Long-term Management Visions, Medium-Terma stable financial base, we proactively make strategic investments fortransportation purposes, marine products to be used for a wide range

up to fifteen (15), and the number of Audit & Supervisory Board

growth in the following three domains: “fulfilling lifestyles,” “enjoymentof applications from recreational to business purposes, industrial

Members to be up to five (5).

in personal mobility,” and “innovative technologies that harmonize withrobots, vehicle engines, and unmanned helicopters for corporate

people, society and the Earth,” to provide our shareholders withcustomers business use.

“Yamaha” brand, and to make our products and services the lifelong

Under the Medium-Term Management Plan (2016-2018), we will

enhanced returns.
* Kando is a Japanese word for the simultaneous feelings of deep satisfaction and intense
excitement that we experience when we encounter something of exceptional value.

Basic views on corporate governanceOverseas sales account for approximately 90% of the Company’s

total, five (5) are Outside Officers.
From the viewpoint of maintaining an overall balance in terms of

2. Regardless of gender, age, or nationality, executives must

Articles of Incorporation• Overseeing the execution of Directors’ duties

Management Plan, etc.
• Overseeing execution of business operations
Approval of annual management plans, approval of financial

adequately understand the viewpoints and standpoints of various

statements, oversight of the execution of duties, approval of internal

stakeholders including shareholders, and must have long-term

auditing plans, oversight of the status of development of internalconsolidated net sales. With the principal concept of developing andvisions, abundant experience, extensive insight, and a high degree

control systems and risk management systems in accordance withproducing locally where the products are consumed, our development,of expertise in addition to appropriate human characteristic

Basic Policies on Internal Control, etc.

procurement, production and sales and other activities have expanded

elements such as ethical views and fairness.

2. Matters to be delegated to Executive Officers

worldwide.

3. Directors of the Company shall be individuals who can deal with the

To ensure the implementation of the Company’s growth strategies

To sustainably develop operational activities that are capable offor the future, Yamaha Motor’s Board of Directors establishes anenvironment that supports management’s appropriate risk-taking anddecisive decision-making activities, and multilaterally understands andappropriately oversees issues and risks associated with theimplementation of the Company’s management strategies from theoverseeing issues and risks associated with the implementation of

5. At least one-half (1/2) of Audit & Supervisory Board Members shallviewpoint of fulfilling responsibilities to various stakeholders including

management strategies. We believe it is effective to structure a

be made up of Outside Audit & Supervisory Board Members,

shareholders and investors.

corporate governance system consisting of the Board of Directors,

including those who have adequate insight in areas such as

made up of Directors of the Company who are familiar with theaccounting, legal affairs and management administration.

This structure is designed to implement speedy and decisive56

their roles in supporting the Company’s sustainable growth and• Matters related to the execution of business operations

diversity of customer’ special characteristics, products, business

Formulating the Medium-Term Management Plan, annual

flexibly responding to customer diversity, product diversity and theoperations, and functions, as well as global aspects of markets.

management plans and other plans and decision-making on the

globally expanding market, we acknowledge that adequate risk-taking

4. Outside Directors shall be individuals who have experience in global

execution thereof, preparing the draft of financial results, formulating

and decisive decision-making are necessary. We also place

corporate management, professional insight in management, andindividual business strategies, decision-making on the execution ofimportance on multilaterally understanding and appropriately

knowledge of the industry among others.

operations such as development, production and sales, developing
risk management systems, and other related matters• Other matters delegated by the Board of Directors, excluding
matters to be judged and determined by the Board of Directors

decision-making, and appropriate, transparent and fair supervision

Company’s customer characteristics, products, business operations

and monitoring as the Company’s corporate governance. Accordingly,

and functions and Outside Directors who have a wealth of knowledge

Roles of the Board of Directors

Yamaha Motor has established an Executive Personnel Committee

we formulate the following corporate governance guidelines and put

in global corporate management, and the Audit & Supervisory Board

To ensure the implementation of the Company’s growth strategies for

as a voluntary advisory body of the Board of Directors, to improvethem into practice in an appropriate manner.

whose members include Outside Audit & Supervisory Board Members

the future, the Board of Directors establishes an environment thattransparency and validity in nominating candidates for executive

Yamaha Motor Co., Ltd. ⎜ Annual Report 2015

Executive Personnel Committee

Yamaha Motor Co., Ltd. ⎜ Annual Report 201557

Corporate Governancepositions, and to determine their remuneration.

Committee member: Outside Director

The Executive Personnel Committee deliberates matters including

Takuya Nakataof the Board of Directors and other important meetings, and provide

Committee member: Outside Director (Independent) Atsushi Niimi

opinions as needed. Through these tasks, Audit & Supervisory Board

Basic Policy Regarding the Internal Control
System and the State of Its Development

candidates for executive positions, the remuneration system,

Members and the Audit & Supervisory Board audit the legality and

The Company, in accordance with the Companies Act and the

remuneration and bonus plans, composition of Directors, Audit &Audit & Supervisory Board Members and the Audit & Supervisory

appropriateness of Directors’ execution of duties, internal control

Ordinance for Enforcement of the Companies Act, passed a resolution

Supervisory Board Members and Executive Officers, and theBoardsystems, and the performance and financial position of the Company

at a Board of Directors’ meeting regarding development of a systemevaluation of Executive Officers. The Executive Personnel Committee

The Audit & Supervisory Board Members are made up of two (2)and its subsidiaries. An Audit & Supervisory Board Members’ Office,to ensure the conduct of its business is appropriate. The Company

reports to the Board of Directors.

Standing Audit & Supervisory Board Members and two (2) Outsidewith a dedicated staff of two (2) persons, has been established toconsiders risk management and compliance its most important

Audit & Supervisory Board Members. On the basis of fiduciary

assist the Audit & Supervisory Board Members with their audit andissues, and is therefore continuing to develop the internal control

responsibilities to shareholders, Audit & Supervisory Board Members

supervisory operations. In principle, the Audit & Supervisory Board

system.

and the Audit & Supervisory Board, as a body independent from themeets monthly, and additionally from time to time as necessary.

The Executive Personnel Committee also evaluates candidates forsenior executive positions including the Chief Executive Officer.
The Executive Personnel Committee consists of Representative
Directors and Outside Directors of the Company, and the current

Board of Directors, request the Company and its subsidiaries tomembers are as follows:

submit reports on their business activities in accordance with laws

Executive Officers and Management Committee, etc.

1) Systems to ensure the Directors compliance with acts,
regulations and the Company’s Articles of Incorporation

Chairman: President and Representative Director

Hiroyuki Yanagi

and regulations, survey the status of business operations and

The Company has twenty-nine (29) Executive Officers, of whom eight

Committee member: Representative Director

Takaaki Kimura

property, exercise rights in respect of appointing or dismissing an(8) serve concurrently as Directors. A Management Committee,

implementation of their responsibilities, to ensure that they exercise

External Accounting Auditor and audit compensation, attend meetingscomprising eleven (11) Executive Officers with specific posts, has

the duty of care and duty of loyalty to the standard of goodbeen established to deliberate on matters of business execution,

administrators. The Board is also charged with ensuring that all

Committee member: Outside Director (Independent) Tamotsu Adachi

speeding up the Company’s decision-making process. In principle, theYamaha Motor’s Corporate Governance System and Internal Control System (As of March 28, 2016)

Management Committee meets at least monthly, and additionally fromtime to time as necessary.
In addition, a Global Executive Committee has been established toGeneral Meeting of Shareholders
Appointment/Dismissal
Seeking advice/
Making recommendations

Appointment/Dismissal

Board of Directors
11 Directors

Audit(including 3 Outside Directors)

Executive Personnel
Committee

Business
Execution
Seeking advice/
Making recommendations

Management Committee

Appointment/
Dismissal
Supervision

Reporting businessexecution situations

President, Chief
Executive Officer andRepresentative Director

Instruction/Report

Appointment/Dismissal

Audit & Supervisory Board
Members
Audit & Supervisory Board

Coordination

4 Audit & Supervisory Board Members(including 2 Outside Audit & Supervisory
Board Members)

Audit

Coordination

External Auditor

Risk Management andCompliance Committee

Directors’ activities are lawful.
• Audit & Supervisory Board Members, in accordance with the criteria
and methodology established by the Audit & Supervisory Board,shall audit the business conduct of the Directors.

deliberate on important management policies and issues related to• The Company shall maintain a robust posture against antisocial

the Group’s management. The Global Executive Committee includes

forces that threaten the order and safety of civil society. The

the Company’s President and Chief Executive Officer, all Executive

Company shall reinforce this commitment in its Code of Ethics.

Officers with specific posts, and senior local managers of major Group• The Company shall form such organizations and develop such rules

companies, and has thirty-seven (37) members, of whom twenty-fiveas necessary to ensure the maintenance of appropriate financial(25) are Japanese and twelve (12) are non-Japanese. In principle, theinformation, and prepare and release reliable financial statements.

Global Executive Committee meets at least once annually, andAccounting audit

additionally from time to time as necessary.

2) Maintenance and administration of information concerning

Risk Management and Compliance Committee• Documents and other forms of information on the business conduct

the business conduct of Directors
A Risk Management and Compliance Committee, comprising elevenof Directors shall be prepared, maintained and administered(11) Executive Officers with specific posts, has been established toappropriately by establishing and operating necessary arrangement

deliberate measures related to risk management and compliance. In
Seeking advice/
Making recommendations• The Board of Directors shall supervise Directors in theInstruction/Reportinvolving internal regulations.

principle, the Risk Management and Compliance Committee meets at• Confidential information including documents and other forms ofleast twice annually, and additionally from time to time as necessary.

information on the business conduct of Directors shall be handledappropriately by establishing and operating necessary arrangement

Integrated
Auditing
DivisionInternal audit

Internal auditing
The Integrated Auditing Division, with twenty-six (26) members andinvolving internal regulations.
• The Company shall form such organizations and develop such rules

reporting directly to the President and Chief Executive Officer, has

as necessary to ensure timely and appropriate disclosure ofbeen established as an internal auditing sector to audit thesignificant company information.

appropriateness of operational activities at the Company and its
Business sectors, Functional sectors, Corporate sectors, Subsidiaries

subsidiaries. In addition, internal audit functions have been installed atmajor subsidiaries, working together with the Company’s internal
auditing sector to audit divisions and subsidiaries.

58

Yamaha Motor Co., Ltd. ⎜ Annual Report 2015

Yamaha Motor Co., Ltd. ⎜ Annual Report 201559

Corporate Governance3) Rules relating to risk control against loss

third-party organization outside of the Company which enables one

stipulates that Directors, etc. of its subsidiaries must report to thesubsidiaries with guidance and education in respect of compliance• The Company shall establish a Risk Management and Complianceto directly report on any unlawful act, or the possibility of illegal orCompany on their financial status and other important information.

initiatives taken by each subsidiary.

Committee as an organization carrying out deliberation on its risk

improper activity that could damage trust and confidence in the

management measures, and shall establish a risk management

Company, which directly informs Audit & Supervisory Board

subsidiaries to make a report on their business execution at theagainst antisocial forces that threaten the order and safety of civil

supervising section for developing regulations concerning risk

Members and the President and Chief Executive Officer concerning

Management Committee meetings, etc. of the Company on asociety. The Company and its subsidiaries shall reinforce thismanagement of the Company and its subsidiaries, conducting risksuch report.

regular basis.

commitment in their Code of Ethics.

assessment and structuring system for monitoring the risk
management.

• The Company shall maintain a robust posture against antisocial
forces that threaten the order and safety of civil society. The• The Company and its subsidiaries shall maintain a robust posture• The Company and its subsidiaries shall form organizations and8) Rules relating to risk management against loss by thedevelop such rules as necessary to ensure the maintenance of• Control of each serious risk factor shall be assigned to a specificCompany shall reinforce this commitment in its Code of Ethics.

section, which shall work to mitigate the risk factor for which it is• The Company shall form organizations and develop rules necessary• The Company’s risk management supervising section shall set out

to ensure the maintenance of appropriate financial information, andrules on managing risks of the Company and its subsidiaries, andprepare and release reliable financial statements.

establish a system to monitor the risk assessment and its

collaboration with the internal auditing functions of its subsidiaries

implementation plans and results.

and perform audits on the system for compliance with acts andresponsible.
• The Company shall develop and operate internal regulations, etc. asnecessary to ensure integrated control of individual departmental
risk management activities.
• If a serious crisis arises, an Emergency Countermeasures
Headquarters shall be established as provided in the internal
regulations, etc., with the President and Chief Executive Officer as
its head, in order to minimize damage and negative impact from theevent.
4) Systems to ensure efficient execution of Directors’ duties• The authority and responsibilities of the Board of Directors,

Company’s subsidiaries and other systems• The Company’s risk management supervising section shall provide
6) Systems to ensure that the Yamaha Motor Group (composedof the Company and its subsidiaries) conducts businessappropriately

subsidiaries with guidance and education with respect to risk
management initiatives carried out by each subsidiary.
• Standards of conduct shall be set out in the internal rules, etc. toappropriate financial information, and prepare and release reliablefinancial statements.
• The internal auditing sector of the Company shall work inregulations of the subsidiaries.
• Audit & Supervisory Board Members of the Company shall perform
audits on the status of Directors’ execution of duties, internal
control, risk management, measures to deal with compliance, and• The Company’s Group Companies Management Rules and Decision-

allow the Company to promptly and adequately deal with significant

asset management status, etc. of its subsidiaries in accordance withmaking Rules shall be established that define the controlling sectors

issues about the Company and its subsidiaries when they arise andthe criteria and methodology established by the Audit & Supervisoryin charge of supervising each subsidiary, and the authority,

to minimize the damage from such issues.

Board.

responsibilities and management methods of subsidiaries.
• In order to audit the appropriateness of operations of the Company

9) Systems to ensure efficient execution of duties by Directors,11) Employee to assist Audit & Supervisory Board Members

President and Chief Executive Officer and sector heads, and theand its subsidiaries, an internal auditing sector shall be establishedsystem for transferring authority between them, shall be betterin the Company under the direct control of the President and Chief• Decision-making processes, responsibilities and authority shall bewith a full-time employee dedicated to assisting the Audit &defined by strengthening Board of Directors Rules, Decision-making

Executive Officer. An internal auditing function shall be establishedclarified by strengthening the Board of Directors Rules, Decision-

Supervisory Board Members in the execution of their duties.

Rules and other important rules.

in major subsidiaries as well, and shall conduct audits of sections

making Rules and other important rules.

• Resolutions to be proposed at the Board of Directors’ Meetings shallfirst be subject to deliberation by the Management Committee andother committees to ensure they are appropriate and meetand subsidiaries collaborating with the internal auditing sector of
the Company.
• Each domestic subsidiary, in principle, shall have a Board ofprocedural criteria for subsequent deliberation by the Board of

Directors and an Audit & Supervisory Board Member; overseas

Directors.

subsidiaries shall design the governing body in accordance with

• After the Medium-term Management Plan and the budget for the
fiscal year are formulated, management control systems such as a“management by objectives system” shall be established to achieve
the plan’s goals and targets.

local laws.
• At least one Director of each subsidiary, in principle, shallconcurrently serve as a Director, Executive Officer, or employee of5) Systems to ensure employee compliance with acts,
regulations and the Company’s Articles of Incorporation• The Group Medium-term Management Plan and the budget for the
fiscal year shall be set out.
• A common management control system shall be adopted by theCompany and its subsidiaries.
• Global Executive Committee meetings, comprising Executive
Officers of the Company and its major subsidiaries, shall be held
regularly to share information on the group management policy anddeliberate on the policy to deal with important issues.

etc. and employees of the Company’s subsidiaries complies

appropriateness of financial information.

with acts, regulations and the Company’s articles ofexecution of duties at the Company’s subsidiaries by

the Code of Ethics to be complied with by the Company and its

Directors, employees who execute business, and any person

subsidiaries, and shall provide subsidiaries with education on

Yamaha Motor Co., Ltd. ⎜ Annual Report 2015

independence from Directors• The internal rules provides that the authority to give instructions andorders to the employees assisting Audit & Supervisory Board
Members shall be delegated to each Audit & Supervisory Board
Member.
• Any dismissal or personnel changes concerning the employee
assisting Audit & Supervisory Board Members in the execution ofadvance.

• The compliance supervising section of the Company shall enhance

section for enhancing and educating its Code of Ethics to theCompany and its subsidiaries.

12) Employee assisting Audit & Supervisory Board Members

Incorporation
7) Systems to report to the Company on matters concerning thecompliance measures, and shall establish a compliance supervising• The Company shall establish an internal reporting hotline in a

• An Audit & Supervisory Board Members’ Office shall be establishedtheir duties shall be approved by the Audit & Supervisory Board in10) Systems to ensure that the execution of duties by Directors,

provide subsidiaries with guidance and education to ensure• The Company shall establish the Risk Management and Compliance
Committee as an organization carrying out deliberation on its

etc. of the Company’s subsidiaries

another company in the Group.
• The section supervising financial reporting of the Company shall60• The Company shall request Directors, etc. of its significant

in an equivalent position (Directors, etc.)• The Group Companies Management Rules of the Company

compliance.
• The compliance supervising section of the Company shall provide

Yamaha Motor Co., Ltd. ⎜ Annual Report 201561

Corporate Governance13) Matters in respect of ensuring the effectiveness ofMembers of the Company, at their request, on the following matters

instructions given by Audit & Supervisory Board Members to

on a regular basis or when needed.

the employees assisting Audit & Supervisory Board Members– Matters in respect of the business execution• No employee assisting Audit & Supervisory Board Members in theexecution of their duties shall concurrently hold a post involving
other business operations. The employee shall perform his or her
duties under the direction of the Audit & Supervisory Board
Members, whose opinions shall be taken into consideration in

Members of the domestic subsidiaries– Result of internal audits performed by the Company’s internal
auditing sector– Status of compliance and risk management, etc.
16) Systems to ensure that any person who reports as described

Audit & Supervisory Board Members

Communication among Outside Directors,
Audit & Supervisory Board Members (including
Outside Audit & Supervisory Board Members),
Accounting Auditor, Internal Auditing Division,and Internal Control Division

In addition to the required criteria for independence stipulated by
the Tokyo Stock Exchange, the Company has formulated its own“Standards for Selecting Independent Outside Officers” to evaluate theindependence and objectivity of Outside Directors and Outside Audit &Supervisory Board Members.

• Outside Directors assess the current status of the Group andSummary of “Standards for Selecting Independent Outside Officers”

reports from the Internal Auditing Division. Opinions are voiced at

Independent Outside Officers may not be:

Board of Directors’ meetings when necessary.

1. Employees or former employees of the company

reports as described in the preceding paragraph will not receive any

duties by Directors or employees, fact which violates the law anddisadvantageous treatment due to such reporting.

the Company’s Article of Incorporation, and incidents that could• In their association with the Accounting Auditor, Audit & Supervisory
Board Members, including Outside Audit & Supervisory Board
Members, receive an auditor’s report, in accordance with prevailing17) Matters regarding the policy for handling expenses orlaws, and review the fairness of the report. Both sides pursue

liabilities incurred in relation to the procedures for thecommunication through the exchange of information and opinions

2. Major shareholders
3. Individuals in a “major customer” relationship with our corporate
group
4. Individuals from companies that have accepted a director from
Yamaha Motor Groupadvance payment or reimbursement of expenses incurred

whenever necessary. In their association with the Internal Auditing

5. Individuals with a vested interest in the Yamaha Motor Group

Audit & Supervisory Board Members periodically, or when

during the execution of duties by Audit & Supervisory Board

Division, Audit & Supervisory Board Members, including Outside

6. Individuals who might have a conflict of interest with our general

necessary, at their request:

Members, and other expenses or liabilities incurred during

Audit & Supervisory Board Members, seek to improve the– Establishment and operation of internal control systems, andexecution of the said duties

related subjects• In order to pay expenses, etc., incurred in the course of the Audit &– Results of internal audits conducted by the internal audit section

Supervisory Board Members’ execution of duties, a certain amount– Operation of the internal reporting system, and receipt of reportsof budget shall be allocated annually.
• When requests such as payment of expenses in advance are made15) Rules to submit a report to Audit & Supervisory Board

by Audit & Supervisory Board Members in accordance with Article

Members by the subsidiaries’ Directors, Audit & Supervisory

388 of the Corporation Act of Japan, payment of such expenses orBoard Members, employees who execute business, any

liabilities shall be made or discharged in a prompt manner.

other person in an equivalent position and employees or any
person who received reports from aforementioned persons• The subsidiaries’ Directors, Audit & Supervisory Board Members,
Executive Officers, employees, and any person who received reports
from these persons shall report to the Company’s Audit &Supervisory Board Members on malpractice and/or acts concerning18) Other systems to ensure effective auditing by Audit &Supervisory Board Members• The Representative Directors shall meet with the Audit &Supervisory Board Members periodically to exchange opinions.
• Audit & Supervisory Board Members shall attend important

effectiveness and efficiency of auditors’ audits through access tointernal audit plans and reports on the results of audits.
• The internal control division offers reports, when necessary, to theInternal Auditing Division, Audit & Supervisory Board Members, and
the Accounting Auditor on the status of internal control measures,
specifically their establishment and application.

Outside Directors and Outside Audit &Supervisory Board Members

Independent Outside Officers,” please visit:
independent_en.pdf

The Company had three (3) Outside Directors and two (2) Outside
Audit & Supervisory Board Members. Outside Directors provide
management with advice and supervision from an independent andobjective perspective, based on extensive experience and wide-

Articles of Incorporation, and incidents that could cause theCommittee.

ranging knowledge as managers of global companies, and expertisein strategic planning and investing.

& Supervisory Board Members in advance.
• The minutes of the Management Committee meeting and any other• The subsidiaries’ Directors, Audit & Supervisory Board Members,

meetings as the Audit & Supervisory Board Members may specify

Executive Officers and employees and any person who received

shall be made available for their perusal. The Audit & Supervisory

reports from these persons shall report to Audit & Supervisory Board

Board Members shall be granted similar access to any approved

Yamaha Motor Co., Ltd. ⎜ Annual Report 2015

For the full text of Yamaha Motor’s “Standards for Selecting

governanceManagement and Compliance Committee, and Executive

thereof.

may not be officers.

Supervisory Board Members in achieving proper corporate

and its subsidiaries, fact which violates the law and Company’sfacts are present, depending on the importance and urgency

Moreover, individuals who are second-degree relatives, or
cohabiting relatives, of any of those mentioned above in 1 through 5

1) Function and role of Outside Directors and Outside Audit &meetings of bodies including the Management Committee, Risk

• The internal audit section shall explain its internal audit plan to Audit

shareholders
7. In office more than 8 years

http://global.yamaha-motor.com/ir/governance/pdf/

the execution of duties by Directors and employees of the Company

Company considerable damage, when they recognize that such

62

certified public accountant and attorney.

identify issues of interest through regular receipt of internal audit• The Company shall stipulate in its internal rules that any person who• Directors and employees shall report the following matters to theprofessor at the graduate school level and significant expertise as adisadvantageous treatment due to such reporting

Members on malpractice and/or acts concerning the execution ofimportance and urgency thereof.

Outside Audit & Supervisory Board Members audit the Company
using vast experience and knowledge as a corporate executive andin the preceding paragraph will not receive any• Directors and employees shall report to Audit & Supervisory Board

cause the Company considerable damage, depending on thedeemed necessary by the Audit & Supervisory Board.

– Result of audits performed by Audit & Supervisory Board

evaluating the employee.
14) Rules concerning Directors and employees reporting to the

proposal memorandums they may specify.
• Auditing assistance from outside experts shall be secured when

Yamaha Motor Co., Ltd. ⎜ Annual Report 201563

Corporate Governance2) Appointment of Outside Directors and Outside Audit & Supervisory Board Members
Positions

Outside Directors

Names

Reasons for appointment

Tamotsu Adachi

Tamotsu Adachi provides management with advice and supervision as an Outside Director, based on his ample
experience in international business and in the formulation of management strategy, investment activities and wide
range of insights. Mr. Adachi meets the requirements for independence stipulated by the Tokyo Stock Exchange andthe “Standards for Selecting Independent Outside Officers” and the Tokyo Stock Exchange has been duly notified of his
designation as an Outside Officer.

Takuya Nakata

Atsushi Niimi

Isao Endo
Outside Audit &Supervisory Board
Members

Tomomi Yatsu

As President and Representative Director of Yamaha Corporation, a major shareholder of the Company, Takuya
Nakata provides management with advice and supervision as a corporate executive, and has been elected as an
Outside Director to enhance the value of the Yamaha brand name that is used by both companies. Similarly, theCompany’s President and Representative Director, Hiroyuki Yanagi, concurrently serves as an Outside Director of
Yamaha Corporation.
Atsushi Niimi provides management with advice and supervision as an Outside Director, based on his extensive
experience and wide-ranging knowledge as a corporate executive at several global organizations. Mr. Niimi meetsthe requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting
Independent Outside Officers,” and the Tokyo Stock Exchange has been duly notified of his designation as an
Outside Officer.
Isao Endo uses his vast experience and wide-ranging knowledge as a corporate executive and professor at thegraduate school level in auditing the Company. Mr. Endo meets the requirements for independence stipulated by the
Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Officers” and the Tokyo Stock Exchange
has been duly notified of his designation as an Outside Officer.
Tomomi Yatsu uses her significant expertise as a certified public accountant and attorney as well as her vast experienceand wide-ranging knowledge as an outside auditor for a corporation in performing her duty as one of the Company’s
Audit & Supervisory Board Members (Outside). Ms. Yatsu meets the requirements for independence stipulated by the
Tokyo Stock Exchange and the “Standards for Selecting Independent Outside Officers,” and the Tokyo Stock Exchange
has been duly notified of her designation as an Outside Officer.

Supervisory Board Members’ Office that has been established to

The Company limits liabilities for damages charged to the Outside

assist the Audit & Supervisory Board Members with their audit andDirectors and the Audit & Supervisory Board Members only when theysupervisory operations work together to ensure that Outside Directors

acted with goodwill and the liability did not arise because theyand Outside Audit & Supervisory Board Members receive thecommitted serious negligence in executing their duties.

information they require, and that their contact and coordination with

State of Audit

Remuneration and Other Compensation for
Directors and Audit & Supervisory Board
Members

The Company has designated Ernst & Young ShinNihon LLC as the1) Policies on determining the amounts of remuneration or thesenior management is mutually appropriate.

independent auditing company with review responsibilities for
Company audits. Certified Public Accountants who engaged in the

The Company’s Director’s Remuneration Plan is comprised of basic

certification of audit are as follows.

compensation (monthly remuneration), Director’s bonuses, reflecting

Shinji Tamiya

the short-term consolidated performance of the Company overall,

Designated Limited Liability and Engagement Partnercompensation linked to each Director’s individual performance and a

Takahiro Takiguchi

stock compensation plan reflecting the medium- to long-term

Designated Limited Liability and Engagement Partner

consolidated performance of the Company overall.

Masanori Enomoto

outsourced operations.

Supervisory Board Members at Yamaha Motor Co., Ltd.

Outside Director Tamotsu Adachi and Outside Audit & Supervisory

Outside Director Takuya Nakata is President and Representative

Board Members Isao Endo have no special interests in the Company

Director of Yamaha Corporation, which holds 12.19% of theother than Company shareholdings.

Company’s shares, as of December 31, 2015; the Company has
transactions such as real estate leases with this company.
Outside Director Atsushi Niimi is Chairman & Representative

income of the previous fiscal year, which is calculated correlating with

The number of continuous years the Certified Public Accountants

net income and return on assets for the consolidated performance as

have served the Company is omitted because it is under seven (7)well as taking into account dividends to shareholders and the level ofyears for all of them.

consolidated performance against the budget. Then the amount

Ernst & Young ShinNihon LLC has introduced a voluntary system

calculated is resolved at the Board of Directors Meeting after thefor rotating engagement partners in its employ so that none exceeds adeliberation of the Executive Personnel Committee comprised

certain number of years in continuous service.

Representative Directors and Outside Directors.

Supervisory Board Members

Accountants and nineteen (19) other assistants.

The stock compensation plan allows Directors to acquire a certain
number of the Company’s shares monthly through the Company’s
Director Shareholding Association, and to hold the shares while in

Overview of Agreements That Limit Liabilities
for Damages

office, thus further pegging Director remuneration to shareholder

The Company has entered into agreements with Outside Directors andstock compensation plan do not apply to remuneration for Outside

Audit & Supervisory Board Members, in accordance with the

Directors and Audit & Supervisory Board Members.

value. However, the performance based remuneration system andprovisions of Paragraph 1 of Article 427 of the Companies Act, which

Director of JTEKT Corporation, a company from which the Company

When the Board of Director’s meetings are held, the relevant

limit these executives’ liabilities (as specified in Paragraph 1 of Article

2) Directors’ remuneration

procures parts for products. Payments made from the Company to

Executive Officer or business department will provide Outside

423 of the Companies Act) for damages. The upper limit of liability for

Remuneration and other compensation for the Company’s Directors

JTEKT Corporation during the most recent fiscal year corresponded to

Directors with explanations of the resolutions to be proposed, as

damages in the agreements is the amount as specified by laws andand Audit & Supervisory Board Members in fiscal 2015 are as follows.

0.1% of the Company’s consolidated net sales. The amount of thesenecessary and in advance, and Standing Audit & Supervisory Board

regulations.

transactions is less than “2% of the Company’s consolidated

Members will provide similar explanations to Outside Audit &aggregate sales for the most recent fiscal year,” stipulated in the

Supervisory Board Members. In addition, a Management Research“Standards for Selecting Independent Outside Officers,” and Mr. Niimi

Committee has been established as a venue for Outside Directors andis therefore deemed to have no conflict of interest with the Company’s

Outside Audit & Supervisory Board Members to regularly confer withgeneral shareholders.

Executive Officers who are responsible for the execution of business,

Outside Audit & Supervisory Board Member Tomomi Yatsu isemployed by the law firm TMI Associates. During fiscal 2015, theCompany paid TMI Associates ¥1 million as per a contract for644) Support structure for Outside Directors and Outside Audit &Directors’ bonuses shall not exceed 0.5% of the consolidated net

Designated Limited Liability and Engagement Partner

Support staff for the audit includes fourteen (14) Certified Public
3) Vested interests of the Outside Directors and Outside Audit &calculation method thereof

Yamaha Motor Co., Ltd. ⎜ Annual Report 2015

and it meets following the conclusion of the Board of Directors’
meetings.
The Company’s Corporate Planning Division and the Audit &Yamaha Motor Co., Ltd. ⎜ Annual Report 201565

Corporate Governance(Millions of yen)

Basiccompensation

Officer classification

303
(25)
77
(18)
381

Directors (14)Outside Directors (4)Audit & Supervisory Board Members (7)Outside, Audit & Supervisory Board Members (3)Total

Compensation linked to performance
Directors’
bonuses

Individual
performance-linked

Stockcompensation
plan

216
—
—
—
216

43
—
—
—
43

48
—
—
—
48

Total
612
(25)
77
(18)
689

Special Resolution Requirement for the
General Meeting of Shareholders
The Company has stipulated a special resolution requirement at theGeneral Meeting of Shareholders in the Articles of Incorporation, in

Notes 1. The annual amount of remuneration for Directors excluding Directors’ bonuses shall be ¥540 million or less (including ¥50 million or less for Outside Directors), and the annual amount of
remuneration for Audit & Supervisory Board Members shall be ¥90 million or less.
2. The Directors’ bonuses under “Compensation linked to performance” are the amounts scheduled to be paid.
3. The figures above include amounts for three Directors and three Audit & Supervisory Board Members who retired as of the closing of the 80th Ordinary General Meeting of Shareholders,
held on March 26, 2015.
4. In addition to the remuneration shown above, ¥66 million was paid as employee salaries to Directors concurrently serving as employees.

accordance with the provision of Paragraph 2 of Article 309 of theCompanies Act, as follows: The resolution shall be authorized by a
two-thirds (2/3) majority of the voting rights held by the holders ofshares present at the General Meeting of Shareholders. These voting
shareholders must hold shares representing, in the aggregate, notless than one-third (1/3) of the voting rights of all shareholders
entitled to exercise the rights.
This relaxes the number of required votes for special resolutionsat any General Meeting of Shareholders, enabling shareholder
meetings to progress smoothly.

3) Director or Audit & Supervisory Board Member received more than ¥100 million in aggregate remuneration and other compensation(Millions of yen)Compensation linked to performance
Officerclassification

Companyclassification

Basic
compensation

Hiroyuki Yanagi

Director

The Company

Takaaki Kimura

Director

The Company

80
68

Name

Directors’
bonuses

Individual
performancelinked

69
59

—
—

Improving Investor Relations (IR)The Company has been aggressively pursuing IR activities worldwide,
designed to ensure accountability by providing shareholders andinvestors with appropriate, accurate, and timely information regarding

Stockcompensation
plan

Total

11
9

161
137

the Company’s management performance and business operations.
Specific activities include quarterly financial results briefings, “IR roadshows” for overseas investors, briefings to explain the Company’sbusinesses, efforts to improve information disclosure on the IR
website, individual meetings with analysts and media interviews.

Equity Holdings
Matters to Be Resolved at the General Meetingof Shareholders That Can Be Adopted at theBoard of Directors’ Meeting

Directors, exempt its Directors (including former Directors) and1) Total number of companies and amounts on the balance sheet

Audit & Supervisory Board Members (including former Audit &for equity holdings that are not held for the purpose of pure

1. The Company’s Articles of Incorporation stipulate that the Company

from negligence of their duties, within the limits prescribed by laws

may, by a resolution of the Board of Directors, acquire its own

and regulations. This is to ensure that Directors and Audit &shares, in accordance with the provisions of Paragraph 2 of Article

Supervisory Board Members can successfully fulfill their expected

165 of the Companies Act. This is to ensure that the Company canroles.

acquire its own shares through market transactions or other

3. The Company’s Articles of Incorporation stipulate that the Company

methods and implement a flexible capital policy response to

may, by a resolution of the Board of Directors, pay interimchanges in the management environment.

dividends, with June 30 of each year designated as the record

2. The Company’s Articles of Incorporation stipulate that in

66

Supervisory Board Members) from liabilities for damages arising

2) Companies, number of shares, balance sheet amounts, andpurpose of holding for equity holdings that are not for pureinvestment

date, in accordance with the provisions of Paragraph 5 of Article

accordance with the provisions of Paragraph 1 of Article 426 of the

454 of the Companies Act. This allows the Company flexibility in

Companies Act, the Company may, by a resolution of the Board ofreturning profits to shareholders.

Yamaha Motor Co., Ltd. ⎜ Annual Report 2015

investment
69 companies ¥54,946 million

Yamaha Motor Co., Ltd. ⎜ Annual Report 201567

Corporate GovernanceFiscal 2014

Fiscal 2015
Companies

Yamaha Corporation

Number ofshares(Shares)

Purpose of holding

Companies

Number ofshares(Shares)

Purpose of holding

18,536 To perpetuate a business relationship as companies utilizing a common brandYamaha Corporation

501,210

3,788 To maintain a stable business relationship

KOITO MANUFACTURING CO., LTD.

913,000

KOITO MANUFACTURING CO., LTD.

913,000

3,382 To maintain a stable business relationshipToyota Motor Corporation

501,210

3,753 To maintain a stable business relationship

1,217,502

3,329 To maintain a stable business relationship

Nippon Seiki Co., Ltd.

1,217,502

3,379 To maintain a stable business relationship

545,000

2,002 To maintain a stable business relationshipNGK SPARK PLUG CO., LTD.
NIPPON STEEL & SUMITOMO METALCORPORATION

545,000

1,752 To maintain a stable business relationship617,400

1,491 To maintain a stable business relationshipNGK SPARK PLUG CO., LTD.
NIPPON STEEL & SUMITOMO METAL CORPORATION

6,174,000

Imasen Electric Industrial Co., Ltd.

613,750

The Shizuoka Bank, Ltd.

825,706

1,857 To maintain a stable business relationship
1,040 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the914
Company has transactions
To maintain a stable business relationship as a financial institution with which the
797
Company has transactions
749 To maintain a stable business relationshipMizuho Financial Group, Inc.

2,288,340

Enshu Limited

6,457,395

Akebono Brake Industry Co., Ltd.

1,347,800

571 To maintain a stable business relationship

KAYABA INDUSTRY CO., LTD.

1,093,000

565 To maintain a stable business relationship

JTEKT CORPORATION

236,000

484 To maintain a stable business relationship

EXEDY Corporation

105,000

305 To maintain a stable business relationship

MIKUNI CORPORATION

618,794

277 To maintain a stable business relationship

STANLEY ELECTRIC CO., LTD.

100,000

Sumitomo Mitsui Financial Group, Inc.

46,355Ahresty Corporation

134,722

Mitsubishi UFJ Financial Group, Inc.

113,200

Sumitomo Mitsui Trust Holdings, Inc.

149,000

TOBA, INC.

10,000Nomura Holdings, Inc.

20,600JEUGIA Corporation

33,000262 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the202
Company has transactions
100 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the
75
Company has transactions
To maintain a stable business relationship as a financial institution with which the69
Company has transactions
18 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the
14Company has transactions
4 To maintain a stable business relationshipFuji Heavy Industries Ltd.

1,000

4 To collect information such as the method of providing information to shareholders

Hamamatsu Photonics K.K.

100

0 To collect information such as the method of providing information to shareholders

1,000

0 To collect information such as the method of providing information to shareholders

Eisai Co., Ltd.

100

0 To collect information such as the method of providing information to shareholders

Bridgestone Corporation

100

0 To collect information such as the method of providing information to shareholders

Canon Inc.

100

0 To collect information such as the method of providing information to shareholders

SUZUKI MOTOR CORPORATION

100

0 To collect information such as the method of providing information to shareholders

Kawasaki Heavy Industries, Ltd.

Mizuho Financial Group, Inc.
The Shizuoka Bank, Ltd.
Imasen Electric Industrial Co., Ltd.
Enshu Limited
JTEKT CORPORATION

10,326,701

Balance sheet
amounts(Millions of yen)

Toyota Motor Corporation
Nippon Seiki Co., Ltd.

10,326,701

Balance sheet
amounts(Millions of yen)

4,823,160
825,706
613,750
6,457,395

30,453 To perpetuate a business relationship as companies utilizing a common brand
4,574 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which theCompany has transactions
To maintain a stable business relationship as a financial institution with which the
975
Company has transactions
765 To maintain a stable business relationship

1,174

600 To maintain a stable business relationship

236,000

473 To maintain a stable business relationship

Akebono Brake Industry Co., Ltd.

1,347,800

407 To maintain a stable business relationship

KYB Corporation

1,093,000

402 To maintain a stable business relationship

EXEDY Corporation

105,000

308 To maintain a stable business relationship

STANLEY ELECTRIC CO., LTD.

100,000

267 To maintain a stable business relationship

MIKUNI CORPORATION

618,794

Sumitomo Mitsui Financial Group, Inc.

46,355Ahresty Corporation

134,722

Mitsubishi UFJ Financial Group, Inc.

113,200

Sumitomo Mitsui Trust Holdings, Inc.

149,000

TOBA, INC.

10,000Nomura Holdings, Inc.

20,600259 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the213
Company has transactions
97 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which
85
the Company has transactions
To maintain a stable business relationship as a financial institution with which the68
Company has transactions
20 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the13Company has transactions
5 To collect information such as the method of providing information to shareholders

Fuji Heavy Industries Ltd.

1,000

JEUGIA Corporation

33,0004 To maintain a stable business relationship

Eisai Co., Ltd.

100

0 To collect information such as the method of providing information to shareholders

Hamamatsu Photonics K.K.

200

0 To collect information such as the method of providing information to shareholders

Kawasaki Heavy Industries, Ltd.
Bridgestone Corporation

1,000

0 To collect information such as the method of providing information to shareholders

100

0 To collect information such as the method of providing information to shareholders

Honda Motor Co., Ltd.

100

0 To collect information such as the method of providing information to shareholders

SUZUKI MOTOR CORPORATION

100

0 To collect information such as the method of providing information to shareholders

3) Pure investment equity holdings
No related items.

68

Yamaha Motor Co., Ltd. ⎜ Annual Report 2015

Yamaha Motor Co., Ltd. ⎜ Annual Report 201569