Corporate Governance
Basic Corporate Governance Policies

Internal Auditing

the Integrated Auditing Division. Opinions are voiced at Board of

Yamaha Motor Co., Ltd. (the “Company”) recognizes that corporate

and nine (9) Directors concurrently serving as Executive Officers. A

The Integrated Auditing Division established an Internal Control Auditing

Directors’ meetings when necessary.

governance is an important tool to ensure disciplined management andManagement Committee comprising nine (9) Executive Officers with

Division (consisting of twenty-seven [27] staff members as of March 26,

maximize long-term corporate value. Based on this realization, thespecific posts has been formed to deliberate matters of business2014) under the direct control of the President and Chief Executive

Board Members, including Outside Audit & Supervisory Board Members,Company has been striving to speed up management decision-making;execution, speeding up the Company’s decision-making process.

Officer. The Division audits, based on annual audit plans, thereceive an auditor’s report, in accordance with prevailing laws, andmake the accountability system clearer; develop a transparent system of

The Management Committee meets monthly in principle, with additional

appropriateness, reasonableness, and efficiency of business execution atreview the fairness of the report. Both sides pursue communication

Director selection and remuneration; and establish an internal control

meetings held as needed. To ensure accountability, Directors andthe Company and each Group company, and submits evaluations andthrough the exchange of information and opinions whenever necessary.

system. Because it is one of its most important management issues, theExecutive Officers serve for one-year terms.

makes proposals.

In their association with the Internal Auditing Division, Audit & Supervisory

Company also plans to implement other measures to strengthen and

As of March 26, 2014, there were twenty-five (25) Executive Officers,

In addition, a Global Executive Committee has been established to

Board Members, including Outside Audit & Supervisory Board Members,

Summary of Corporate Governance and Reasonsfor Adopting the System

President and Chief Executive Officer, all Executive Officers with specificCommunication among Outside Directors, Audit& Supervisory Board Members (including
Outside Audit & Supervisory Board Members),
Accounting Auditor, Internal Auditing Division,and Internal Control Division

posts, and senior local managers of major Group companies. The Global

Outside Directors assess the current status of the Group and identify

1) Reasons for adopting current system

Executive Committee meets monthly in principle, with additional meetings

issues of interest through regular receipt of internal audit reports fromThe Company maintains an Audit & Supervisory Board Member system,

held as needed.

solidify corporate governance. At the same time, the Company is enhancing

deliberate important global management policies and issues related toInvestor Relations services, in order to build on the relationship of trust

the Group’s management. As of March 26, 2014, the Global Executive

with its shareholders and investors.

Committee had thirty-two (32) members, of whom twenty (20) wereJapanese and twelve (12) non-Japanese, comprising the Company’s

In their association with the Accounting Auditor, Audit & Supervisory

seek to improve the effectiveness and efficiency of auditors’ audits

their establishment and application.

through access to internal 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, specificallyand most of the Company’s Directors are full-time Directors withconsiderable knowledge of business matters. The Company draws on the

Executive Personnel Committee

supervisory function of outside executives through appointment and had

In August 2001, the Company established the Executive Personnel

three (3) Outside Directors in addition to two (2) Outside Audit &Committee as an advisory body of the Board of Directors, in order toSupervisory Board Members as of March 26, 2014. The Company also

improve transparency in nominating candidates for Director and Executiveemphasizes efforts to strengthen corporate governance, underpinned by

Officer, and to determine the remuneration for these officers. As of

an Executive Officer system, the Executive Personnel Committee, and an

March 26, 2014, the Executive Personnel Committee had five (5)internal auditing system.

members, comprising the Company’s two (2) Representative Directors
and three (3) Outside Directors. The Executive Personnel Committee

2) Summary of current systemdeliberates on candidates for Director and Executive Officer, theDirectors and the Board of Directors and Executive Officers

remuneration and bonus system, and the overall direction of governance.

Yamaha Motor’s Corporate Governance System and Internal Control System (As of March 26, 2014)
General Meeting of Shareholders
Appointment/
Dismissal

Appointment/
Dismissal

Seeking advice
Makingrecommendations

Executive Personnel
Committee

Audit

Board of Directors
12 Directors(including 3 Outside Directors)

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

The Company introduced an Executive Officer system to expedite businessexecution. It then strengthened management supervision by clarifying the

Audit & Supervisory Board Members and the Audit & Supervisory

respective roles of Executive Officers and the Board of Directors. Executive

Board

Officers are responsible for “business execution” itself, while the Board of

As of March 26, 2014, the number of Audit & Supervisory Board

Directors is charged with “approving the basic policies of the Yamaha

Members stood at four (4), of whom two (2) were Outside Audit &Motor Group and supervising the Group’s business execution.”

Supervisory Board Members. Audit & Supervisory Board Members

The Company’s Articles of Incorporation stipulate that the number ofattend Board of Directors’, Management Committee, and otherAppointment/
Dismissal
Supervision

Business Seeking advice
Execution
Makingrecommendations

important meetings, in addition to executing audits, receiving business

Management Committee

were twelve (12) Directors, of whom three (3) were Outside Directors. The

execution reports from Directors, perusing important documents in the

Board of Directors will in principle meet once every month, and wheneverdecision-making process, and conducting audits at the Company’s(Examination of important
issues, etc.)

else it may be necessary.

subsidiaries.

Directors shall not be more than fifteen (15). As of March 26, 2014, there

The Articles also stipulate that resolutions for the election of

In support of these audit services performed by Audit & Supervisory

Directors shall be adopted by a majority of the voting rights held by the

Board Members, the Company has established the Audit & Supervisory

shareholders present at the General Meeting of Shareholders. These

Board Members’ Office, with staff exclusively dedicated to assisting

voting shareholders must hold shares representing, in the aggregate, notauditors. The Audit & Supervisory Board meets monthly in principle, withless than one-third (1/3) of the voting rights of all shareholders entitled toadditional meetings held as needed.

Reporting businessexecution situations

Agreement to appointments
Judgment of accounting audit authenticity

External Auditor
Audit & Supervisory
Board Members’ Office
ReportAudit

Accounting audit

Exchanges of information and opinions
ReportReportPresident, Chief
Executive Officer andRepresentative Director

Appointment/
Dismissal

ReportMaking recommendations

Seeking advice

Instruction

Risk Management andCompliance Committee

Instruction

Integrated Auditing
Division

ReportInternal audit

Business sectors, Functional sectors, Corporate sectors, Subsidiaries

exercise the rights and not using cumulative votes.

56

Yamaha Motor Co., Ltd. ⎢ Annual Report 2013

Yamaha Motor Co., Ltd. ⎢ Annual Report 201357

Corporate GovernanceOutside Directors and Outside Audit &Supervisory Board Members

independence of officers.

1) Function‌and role of Outside Directors and Outside Audit &Summary of “Standards for Selecting Independent Outside Officers”

3) ‌Vested interests of the Outside Directors and Outside Audit &Outside Audit & Supervisory Board Members, in accordance with theSupervisory Board Members at Yamaha Motor Co., Ltd.

provisions of Paragraph 1 of Article 427 of the Company Law, which limit

Independent Outside Officers may not be:

Outside Director Takuya Nakata is President and Representative Director

these executives’ liabilities (as specified in Paragraph 1 of Article 423 ofSupervisory Board Members in achieving proper corporate

1. Employees or former employees of the Company

of Yamaha Corporation, which holds 12.18% of the Company’s shares,

the Company Law) for damages. The upper limit of liability for damages

governancein the agreements is the amount as specified in the Law.

2. Major shareholders

as of December 31, 2013; the Company engages in business

The Company had three (3) Outside Directors and two (2) Outside Audit &3. ‌Individuals in a “major customer” relationship with our corporate grouptransactions with this company.

Supervisory Board Members as of March 26, 2014. Outside Directors

4. ‌Individuals from companies that have appointed a director from theprovide management with advice and supervision from an independent

Yamaha Motor GroupThe Company limits liabilities for damages charged to the Outside

Outside Directors Masamitsu Sakurai and Tamotsu Adachi andthey acted with goodwill and the liability did not arise because they
committed serious negligence in executing their duties.

and objective perspective, based on their extensive experience and wide-

5. ‌Individuals with some other type of vested interest in the Group

Endo have no special interests in the Company other than Company

ranging knowledge as managers of global companies, and their expertise

6. ‌Individuals who might have a conflict with our general shareholders

shareholdings.

in strategic planning and investing. Outside Audit & Supervisory Board

7. In office more than eight years

graduate school professor.
To evaluate the independence and objectivity of Outside Directors
and Outside Audit & Supervisory Board Members, the Company has

Remuneration and Other Compensation for
Directors and Audit & Supervisory Board
Members4) ‌Support structure for Outside Directors and Outside Audit &Members audit the Company using their expertise and vast experience asa lawyer in corporate legal affairs, as a corporate manager, and as a

Directors and the Outside Audit & Supervisory Board Members only when

Outside Audit & Supervisory Board Members Tetsuo Kawawa and Isao

Furthermore, individuals who are second-degree relatives, orSupervisory Board Members

cohabiting relatives, of any of those mentioned in 1 through 5 above may

When the Board of Directors’ meetings are held, the responsible

not be Independent Outside Officers.

Executive Officer or business department will provide Outside Directors

The above is a summary of the “Standards for Selecting Independent1) ‌Policies on determining the amounts of remuneration or the
calculation method thereofwith explanations of the resolutions to be proposed, as necessary and in

The Company’s Directors’ Remuneration Plan consists of basic

formulated “Standards for Selecting Independent Outside Officers,” based

Outside Officers.” For the full text, please refer to our website at:advance, and Standing Audit & Supervisory Board Members will provide

compensation (a monthly salary), compensation linked to each Director’son the standards established by the Tokyo Stock Exchange for judging the

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

similar explanations to Outside Audit & Supervisory Board Members. In

individual performance, a stock compensation plan reflecting thethe event the Outside Officer is unable to attend the meeting, the Outside

medium- to long-term performance of the Company overall, andOfficer will be provided with an explanation of the business conducted. In

Directors’ bonuses, reflecting the short-term performance of theaddition, a Management Research Committee has been established as a

Company overall.

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

Names

Masamitsu Sakurai

Outside Directors

Reasons for Appointment
Masamitsu Sakurai provides management with advice and supervision as an Outside Director, based on his extensive
experience and wide-ranging knowledge as a manager of global companies. Mr. Sakurai meets the requirements forindependence stipulated by the Tokyo Stock Exchange for independent directors and the “Standards for Selecting
Independent Outside Officers,” and the Tokyo Stock Exchange has been duly notified of his designation as an Outside
Officer.

Tamotsu Adachi

Tamotsu Adachi brings a wealth of experience and expertise in international business, strategic planning, and investing
to the Company’s management. Mr. Adachi meets the requirements for independence stipulated by the Tokyo Stock
Exchange for independent directors and the “Standards for Selecting Independent Outside Officers,” and the Tokyo Stock
Exchange has been duly notified of his designation as an Outside Officer.

Takuya Nakata

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. In addition, the Company’s President
and Representative Director, Hiroyuki Yanagi, concurrently serves as an Outside Director of Yamaha Corporation.

Tetsuo Kawawa

As a lawyer, Tetsuo Kawawa uses his extensive expertise in corporate law in auditing the Company. Mr. Kawawa meetsthe requirements for independence stipulated by the Tokyo Stock Exchange for independent directors 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

Isao Endo uses his vast experience and wide-ranging knowledge as a corporate executive in auditing the Company.
Mr. Endo meets the requirements for independence stipulated by the Tokyo Stock Exchange for independent directors andthe “Standards for Selecting Independent Outside Officers,” and the Tokyo Stock Exchange has been duly notified of his
designation as an Outside Officer.

Outside Audit &Supervisory Board
Members

venue for Outside Directors and Outside Audit & Supervisory Board

The stock compensation plan allows Directors to acquire a certain

Members to regularly confer with responsible Executive Officers, and it

number of the Company’s shares monthly through the Company’s

meets following the conclusion of the Board of Directors’ meetings.

Director Shareholding Association, and to hold the shares while in office,thus further pegging Director remuneration to shareholder value.

Overview of Agreements That Limit Liabilities for
Damages

However, the performance-based remuneration system and stock

The Company has entered into agreements with Outside Directors andSupervisory Board Members.

compensation plan do not apply to Outside Directors and Audit &2) Directors’ remuneration
Remuneration and other compensation for the Company’s Directors and Audit & Supervisory Board Members in fiscal 2013 are as follows.
(Millions of yen)Compensation linked to performance
Officer classification

Basic
compensation

Directors’
bonuses

Individual
performance-linked

Stockcompensation
plan

Total

Directors (11)

264

110

21

40

436

Outside Directors (4)

(28)

(28)

—

—

—

Audit & Supervisory Board Members (5)

77

—

—

—

77

Outside Audit & Supervisory Board Members (3)

(18)

—

—

—

(18)

Total

342

110

21

40

514

Notes 1. T‌ he directors’ bonuses under “Compensation linked to performance” represent the amount posted as accrued bonuses for Directors for fiscal 2013. It was resolved by the 79th Ordinary
General Meeting of Shareholders held on March 25, 2014, that the total amount of the directors’ bonuses be ¥106 million within the range of the accrued bonuses for Directors.
2. T‌ he figures above include amounts for one Director and one Audit & Supervisory Board Member who retired as of the closing of the 78th Ordinary General Meeting of Shareholders, heldon March 26, 2013.
3. In addition to the remuneration shown above, ¥46 million was paid as employee salaries to five Directors concurrently serving as employees.

58

Yamaha Motor Co., Ltd. ⎢ Annual Report 2013

Yamaha Motor Co., Ltd. ⎢ Annual Report 201359

Corporate Governance3) Director‌or Audit & Supervisory Board Member received more than ¥100 million in aggregate remuneration and other compensation(Millions of yen)Compensation linked to performance
Name

Officerclassification

Companyclassification

Hiroyuki Yanagi

Director

Filing company

Takaaki Kimura

Director

Filing company

Basiccompensation
80
63

Directors’
bonuses

Individual
performancelinked

37

—

28

—

number of years in continuous service.
Support staff for the audit includes ten (10) Certified Public
Accountants and eighteen (18) other assistants.

Stockcompensation
plan

Total

11

129

The Company, in accordance with the Company Law, passed a resolution

101

at a Board of Directors’ meeting regarding development of a system to

9Basic Policy Regarding the Internal Control
System and the State of Its Development

considers risk management and compliance its most important issues,

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

present at the General Meeting of Shareholders. These voting shareholders

This relaxes the number of required votes for special resolutions atmay, by a resolution of the Board of Directors, acquire its own shares, in

any General Meeting of Shareholders, enabling shareholder meetings toaccordance with the provisions of Paragraph 2 of Article 165 of the

progress smoothly.

Company Law. This is to ensure that the Company can acquire its own
shares through market transactions or other methods and implement a

Improving Investor Relations (IR)flexible capital policy response to changes in the management

The Company has been aggressively pursuing IR activities worldwide,

environment.

designed to ensure accountability by providing shareholders and investors

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

to formulate and promote measures for integrated risk control.
section, which shall work to mitigate the risk factor for which it is
responsible.
3. ‌The necessary in-house rules are in place and are carefully observed
to ensure integrated control of individual departmental risk
management activities.
4. ‌If a serious crisis arises, an Emergency Countermeasures
Headquarters shall be established as provided in the Emergency
Response Manual, with the President and Chief Executive Officer as its1) ‌Systems to ensure Director compliance with laws, regulations,and the Company’s Articles of Incorporation

head, in order to minimize damage and negative impact from theevent.

1. ‌The Board of Directors shall supervise Directors in the execution of
their responsibilities, to ensure that the Directors exercise the duty of4) ‌Systems to ensure efficient execution of Directors’ duties

care and duty of loyalty to the standard of good administrators. The

1. ‌The authority and responsibilities of the Board of Directors, President

Board is also charged with ensuring that all Directors’ activities are

and Chief Executive Officer, and sector heads, and the system for

lawful.

transferring authority between them, shall be better defined by

2. ‌Audit & Supervisory Board Members, in accordance with the criteria

strengthening the Board of Directors’ Rules, Decision-making Rules,

with appropriate, accurate, and timely information regarding theand methodology established by the Audit & Supervisory Board, shalland other important rules. This will allow these officers to execute theirCompany’s management performance and business operations. Specificaudit the performance of the Directors’ duties.

responsibilities more efficiently.

with the provisions of Paragraph 1 of Article 426 of the Company Law,

activities include quarterly financial results briefings, “IR road shows” forthe Company may, by a resolution of the Board of Directors, exempt its

overseas investors, business briefings to explain the Company’s

Directors (including former Directors) and Audit & Supervisory Board

businesses, efforts to improve information disclosure on the IR website,

Members (including former Audit & Supervisory Board Members) fromand individual meetings with analysts and media interviews.

liabilities for damages arising from negligence of their duties, within the

3. ‌The Company shall maintain a robust posture against antisocial forces

2. ‌Resolutions to be proposed at the Board of Directors’ Meetings shallthat threaten the order and safety of civil society. It shall reinforce thisfirst be subject to deliberation by the Management Committee andcommitment in its Code of Ethics.

other relevant committees to ensure they are appropriate and meet

4. ‌The Company shall form such organizations and develop such rules asprocedural criteria for subsequent deliberation by the Board of Directors.

necessary to ensure that the Company and its subsidiaries maintain3. ‌After the Medium-Term Management Plan and the budget for the fiscal

limits prescribed by laws and ordinances. This is to ensure that

State of Audit

appropriate financial information, and prepare and release reliable

year are formulated, management control systems such as

Directors and Audit & Supervisory Board Members can successfully

The Company has designated Ernst & Young ShinNihon LLC as thefinancial statements.

“management by objectives” shall be established to achieve the plan’sfulfill their expected roles.

independent auditing company with review responsibilities for Company
audits. Certified Public Accountants who engaged in the certification ofgoals and targets.
2) ‌Disposition of documentation and other information concerning
the performance of Directors’ duties

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

audit are as follows.

may, by a resolution of the Board of Directors, pay interim dividends,

Shinji Tamiya

with June 30 of each year designated as the record date, in accordance

Designated Limited Liability and Engagement Partner

execution of duties by Directors are properly produced, stored, andwith the provisions of Paragraph 5 of Article 454 of the Company Law.

Takahiro Takiguchi

managed through the establishment and application of required

This allows the Company flexibility in returning profits to shareholders.

Designated Limited Liability and Engagement Partner

in-house rules.

Masahiko Tsukahara

60

and is therefore continuing to develop the internal control system.

must hold shares representing, in the aggregate, not less than one-third(1/3) of the voting rights of all shareholders entitled to exercise the rights.

1. ‌A Risk Management and Compliance Committee shall be established2. ‌Control of each serious risk factor shall be assigned to a specificensure the conduct of its business is appropriate. The Company

Matters to Be Resolved at the General Meeting of
Shareholders That Can Be Adopted at the Boardof Directors’ Meeting

3) Rules relating to risk control against loss

Special Resolution Requirement for General
Meeting of Shareholders

Designated Limited Liability and Engagement Partner

The Company has stipulated a special resolution requirement at the

The number of continuous years the Certified Public Accountants have

General Meeting of Shareholders in the Articles of Incorporation, inserved the Company is omitted because it is under seven (7) years for all

accordance with the provision of Paragraph 2 of Article 309 of theof them.

Company Law, as follows: The resolution shall be authorized by a two-

Ernst & Young ShinNihon LLC has introduced a voluntary system forthirds (2/3) majority of the voting rights held by the holders of sharesrotating engagement partners in its employ so that none exceeds a certain

Yamaha Motor Co., Ltd. ⎢ Annual Report 2013

1. ‌Documents and other forms of information storage that detail the

2. ‌The Company ensures correct handling of classified information,5) Systems to ensure employee compliance with laws,
regulations, and the Company’s Articles of Incorporation
1. ‌A Risk Management and Compliance Committee shall be establishedto deliberate and offer opinions concerning compliance measures.
2. ‌The Company shall enhance its Code of Ethics, and provide ethics andcompliance training appropriate to each position in the Company.

including the content of documents and other forms of information

3. ‌An internal reporting system shall be established to directly inform top

storage that detail the execution of duties by Directors, through theexecutive management concerning any unlawful act, or the possibility

establishment and application of required in-house rules.

of illegal or improper activity that could damage trust and confidence

3. ‌The Company has the necessary structures and internal rules in place
to facilitate timely and accurate disclosure of important corporate
information.

in the Company.
4. ‌The Company shall maintain a robust posture against antisocial forcesthat threaten the order and safety of civil society. It shall reinforce thiscommitment in its Code of Ethics.

Yamaha Motor Co., Ltd. ⎢ Annual Report 201361

Corporate Governance5. ‌The Company shall form such organizations and develop such rules asnecessary to ensure that the Company and its subsidiaries maintain9) ‌Rules concerning Directors and employees reporting to the Audit &Supervisory Board

Equity Holdings1) ‌Total number of companies and amounts on the balance sheet2) ‌Companies, number of shares, balance sheet amounts, andappropriate financial information, and prepare and release reliable

Directors and employees shall report on the following matters to thefor equity holdings that are not held for the purpose of pure

purpose of holding for equity holdings that are not for purefinancial statements.

Audit & Supervisory Board periodically, or, when necessary, at its request.

investment

investment

1. Establishment and operation of internal control systems, and related

68 companies

6) Systems‌to ensure the Yamaha Motor Group (composed of theCompany and its subsidiaries) conducts business appropriately
1. In order to assure proper business conduct by the Group, internal
policies shall be established, defining the controlling sectors in chargeof each subsidiary, responsibilities, authority, management methods ofsubsidiaries, and other rules.

2. Results of internal audits conducted by the internal audit section
3. Operation of the internal reporting system, and receipt of reports

the direct control of the President and Chief Executive Officer.
3. Each Japanese subsidiary, in principle, shall have a Board of Directors
and an Audit & Supervisory Board Member; overseas subsidiaries shalldesign their organizations in accordance with local law.

5. Incidents that could cause the Company considerable damage
Yamaha Corporation

10) Other‌systems to ensure effective auditing by Audit &Supervisory Board Members
1. The Representative Directors shall meet with the Audit & Supervisory
Board Members periodically to exchange opinions.
2. Audit & Supervisory Board Members shall attend important meetingsof bodies including the Management Committee, the Risk Management

Director, Executive Officer, or employee of another company in theand Compliance Committee, and the Expanded Executive Committee.

5. The section with oversight for financial information offers guidance andCompanies

the Company’s Articles of Incorporation

4. At least one Director of each subsidiary shall concurrently serve as aGroup.

Fiscal 2012

4. Director malpractice and/or acts conducted in violation of the law or

2. In order to audit the appropriateness of operations of the Company andits subsidiaries, an internal auditing sector shall be established under¥34,804 million

matters

3. The internal audit section shall explain its internal audit plan to Audit &Supervisory Board Members in advance.

Number ofshares(shares)
10,326,701

Balance sheet
amounts(Millions of yen)

Purpose of holding

9,376 To perpetuate a business relationship as companies utilizing a common brandToyota Motor Corporation
NIPPON STEEL & SUMITOMO METALCORPORATIONKOITO MANUFACTURING CO., LTD.

501,210

2,007 To maintain a stable business relationship

6,174,000

1,296 To maintain a stable business relationship

913,000

1,139 To maintain a stable business relationship

Nippon Seiki Co., Ltd.

1,217,502

Mizuho Financial Group, Inc.

2,288,340

Enshu Limited

6,457,395

The Shizuoka Bank, Ltd.

825,706

NGK SPARK PLUG CO., LTD.

545,000

1,133 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the739
Company has transactions
710 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the694
Company has transactions
621 To maintain a stable business relationship

Imasen Electric Industrial Co., Ltd.

613,750

619 To maintain a stable business relationship

Akebono Brake Industry Co., Ltd.

1,347,800

541 To maintain a stable business relationship

EXEDY Corporation

105,000

198 To maintain a stable business relationship

JTEKT CORPORATION

236,000

Sumitomo Mitsui Financial Group, Inc.

46,355STANLEY ELECTRIC CO., LTD.

100,000

192 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the
144
Company has transactions
122 To maintain a stable business relationship

Ahresty Corporation

134,72264 To maintain a stable business relationship

MIKUNI CORPORATION

300,794

An Audit & Supervisory Board Members’ Office shall be established with

Mitsubishi UFJ Financial Group, Inc.

113,200

a full-time employee dedicated to assisting the Audit & Supervisory Board

Sumitomo Mitsui Trust Holdings, Inc.

149,000

TOBA, INC.

10,000Nomura Holdings, Inc.

20,600JEUGIA Corporation

33,00053 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the52
Company has transactions
To maintain a stable business relationship as a financial institution with which the44
Company has transactions
17 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the
10Company has transactions
4 To maintain a stable business relationshipFuji Heavy Industries Ltd.

1,000

1 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

Canon Inc.

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

Hamamatsu Photonics K.K.

100

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

Kawasaki Heavy Industries, Ltd.

1,000

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

Bridgestone Corporation

100

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

training to subsidiaries to ensure that they handle financial information
appropriately.
6. The section with oversight for risk management provides subsidiaries
with guidance and training on risk management practices.
7. The section supervising compliance shall provide subsidiaries withguidance and education on compliance.
7) Employee‌
to assist Audit & Supervisory Board Members

Members in the execution of their duties.
8) Employee‌
assisting Audit & Supervisory Board Members’
independence from Directors
1. Any dismissal or personnel changes concerning the employee
assisting Audit & Supervisory Board Members in the execution of theirduties shall be approved by the Audit & Supervisory Board in advance.
2. No employee assisting Audit & Supervisory Board Members in theexecution of their duties shall concurrently hold a post involving otherbusiness operations. The employee shall perform his or her duties
under the direction of the Audit & Supervisory Board Members, whose

4. The minutes of the Management Committee meetings and any othermeetings that the Audit & Supervisory Board may specify, andDecision-making Forms shall be made available for Audit &Supervisory Board Members’ perusal.
5. Auditing assistance from outside experts shall be secured when
deemed necessary by the Audit & Supervisory Board.

opinions shall be taken into consideration in evaluating the employee.

62

Yamaha Motor Co., Ltd. ⎢ Annual Report 2013

Yamaha Motor Co., Ltd. ⎢ Annual Report 201363

Corporate GovernanceFiscal 20133) Pure investment equity holdings
Companies

Yamaha Corporation
Toyota Motor Corporation
Nippon Seiki Co., Ltd.
NIPPON STEEL & SUMITOMO METALCORPORATIONKOITO MANUFACTURING CO., LTD.
NGK SPARK PLUG CO., LTD.
Enshu Limited

64

Number ofshares(shares)

Balance sheet
amounts(Millions of yen)No related items.
Purpose of holding

501,2103,217 To maintain a stable business relationship

Takeover Defense Measures Against Attempts ofMass Acquisition of the Company’s Shares

1,217,502

2,476 To maintain a stable business relationship

Yamaha Motor Co., Ltd. announced that at the Board of Directors’

6,174,000

2,173 To maintain a stable business relationshipmeeting held on March 25, 2014, it had resolved on the continuation of

913,000

1,832 To maintain a stable business relationship

545,000

1,357 To maintain a stable business relationship

10,326,701

6,457,395

The Shizuoka Bank, Ltd.

825,706

Imasen Electric Industrial Co., Ltd.

613,750

Mizuho Financial Group, Inc.

2,288,340

Akebono Brake Industry Co., Ltd.

1,347,800

17,235 To perpetuate a business relationship as companies utilizing a common brand

994 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the
926
Company has transactions
926 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the
830
Company has transactions
630 To maintain a stable business relationshiptakeover defense measures against attempts of mass acquisition of theCompany’s shares (the “Plan”) for the protection and enhancement of theCompany’s corporate value and the shareholders’ common interests.
The Company, through the resolution at its Board of Directors’
meeting held on February 14, 2013, revised the Plan that had been
implemented until then from the perspective of protecting shareholders
and investors. The fundamental contents of the revision were endorsedby the approval of shareholders at the 78th Ordinary General Meeting of

JTEKT CORPORATION

236,000

422 To maintain a stable business relationship

Shareholders held on March 26, 2013. Please refer to the Company’s

EXEDY Corporation

105,000

press release dated February 14, 2013, titled “Announcement Concerning

Sumitomo Mitsui Financial Group, Inc.

46,355STANLEY ELECTRIC CO., LTD.

100,000

322 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the251
Company has transactions
240 To maintain a stable business relationship

MIKUNI CORPORATION

300,794

120 To maintain a stable business relationship

Ahresty Corporation

134,722

Sumitomo Mitsui Trust Holdings, Inc.

149,000

Mitsubishi UFJ Financial Group, Inc.

113,200

TOBA, INC.

10,000Nomura Holdings, Inc.

20,600JEUGIA Corporation

33,000113 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the82Company has transactions
To maintain a stable business relationship as a financial institution with which the
78
Company has transactions
17 To maintain a stable business relationshipTo maintain a stable business relationship as a financial institution with which the16Company has transactions
4 To maintain a stable business relationshipFuji Heavy Industries Ltd.

1,000

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

Kawasaki Heavy Industries, Ltd.

1,000

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

Hamamatsu Photonics K.K.

100

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

Yamaha Motor Co., Ltd. ⎢ Annual Report 2013

the Continuation of Takeover Defense Measures Against Attempts ofMass Acquisition of the Company’s Shares,” for details of the Plan.
http://global.yamaha-motor.com/news/2014/0325/pdf/prevent.pdf

Yamaha Motor Co., Ltd. ⎢ Annual Report 201365