Corporate Governance

From the Chairman of the Board of Directors

Strengthening Corporate Governance
Under our corporate mission to be a Kando Creating Company, Yamaha Motor must continue to take on thechallenge of creating Kando that surpasses customer expectations, and as it forms the basis for achieving thatmission, we have promoted the strengthening of our corporate governance.
With the goal of incorporating objective opinions from outside the Company as well as knowledge andexpertise we may sometimes lack internally, Yamaha Motor raised the proportion of outside directors on the
Board of Directors. In 2019 and 2020, respectively, we welcomed as outside directors, Yuko Tashiro, a corporate manager with a wealth of experience in global business and who possesses considerable knowledge offinance, marketing, and more, and Tetsuji Ohashi, a corporate manager with extensive knowledge of mattersthat include technology and manufacturing as well as digital transformation. Today, the Board consists of four
independent outside directors and seven internal directors, putting the proportion of independent outside
directors on the Board at over one-third. We have thereby struck a fine balance in terms of the experience andspecialties of said directors, as clearly indicated by our skill map.
Our free and open-minded corporate culture is also reflected in meetings of the Board of Directors. In fiscal
2019, we conducted lively discussions regarding 129 proposals, of which roughly 61% were made by directors and Audit & Supervisory Board members, approximately 26% by executive officers, and some 13% byother managers. During these discussions, opinions were exchanged on 551 issues, with the majority of thesecoming from outside directors and outside Audit & Supervisory Board members. In addition to pointing out
issues to the Board of Directors from a third-party standpoint, we receive the proactive opinions of our outside
officers from the perspective of their individual specialties. Thus, I believe that they are fully performing boththeir offensive and defensive roles.
Furthermore, the Executive Personnel Committee, which is comprised of four outside directors and three
representative directors, is fulfilling its advisory role in relation to nominations and remuneration, and implemented a new executive remuneration system in fiscal 2019. Moreover, the committee is focusing on initiatives to ensure that profits are shared with the Company’s shareholders over the medium to long term,
including taking part in the selection and training of future management-level human resources.

Yamaha Motor aims to further
enhance its corporate governancein order to respond to major societal
changes and continue to be a­company that creates new value.

Corporate Governance to Go Even Higher
Creating Opportunities and Human Resources to Energize Our Value-Creation Process
I want to further energize Yamaha Motor’s value-creation process in order for the Company to achieve sustainable growth.
I believe that opportunities and human resources are the Company’s platform for creating value, and theBoard of Directors is also placing importance on nurturing global talents that embody the Yamaha brand. With
that in mind, we are making further additions to the management training program we implement for globally
selected candidates as well as providing to those chosen for future company management the opportunities togain work experience in multiple fields, while stationed overseas, and as presidents of our subsidiaries in order tofoster the sense and sensibility for management, business execution capabilities, and leadership skills. Furthermore,
we are advancing the promotion of non-Japanese management-level human resources, with the number of
non-Japanese executive officers increased from two to five in 2020.
In addition, we established the Global Execution Transformation (GET) in 2020 seeking to create aframework to enable cross-functional business execution on a global scale from anywhere in the world. The
executive officers in charge of each corporate function and globally capable human resources with high specialist expertise will be jointly responsible for promoting global activities related to management and business
functions, such as standardizing and enhancing management methods, advancing issues, and cultivating
human resources.

Further Developing Our Corporate GovernanceIn our daily analysis of market data in order to address the global COVID-19 pandemic, we are beginning to see
new and unprecedented market developments. The values of customers and of society as a whole are starting tochange rapidly, and this diversification is expected to further pick up speed going forward.
In particular, we are seeing greater calls for the digitalization of work styles, operations, and marketing, as wellas the personalization and “smartification” of mobility. Yamaha Motor will strive to develop new forms of mobility while stepping up its digital transformation initiatives more than ever before. We also expect interest in andawareness of sustainability—headed by terms like ESG and the SDGs—to rise.
To respond to such major societal changes and grow as a company that continues to create new value, it isimperative that we establish management systems that spur innovation and improve sustainability. To that end,
Yamaha Motor will aim to further enhance our corporate governance while continuing to prize our corporate
culture of taking on challenges to create Kando by fusing cutting-edge technologies with human sensitivities.

Chairman and
Representative Director

Hiroyuki Yanagi

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Yamaha Motor Co., Ltd. Integrated Report 2020

Yamaha Motor Co., Ltd. Integrated Report 202053

Corporate GovernanceDialogue between Outside Directors

Board meeting instead of voting on proposals right away. ­As a result, I believe Yamaha Motor’s corporate governanceis steadily moving forward in a positive direction.
Tashiro Just recently, all the outside directors were given theopportunity to gather together and personally make recommendations directly to President Hidaka on the appropriate role of
the Board of Directors. You had some rather harsh words to say.

Kamigama I may have been overly harsh. However, when I
served as president and representative director of TDK
Corporation, I also received forthright opinions from outside
directors and found it very valuable to hear recommendations
from an outside perspective because they were things that
we would not have realized on our own. For that reason, I
will continue to speak up without hesitation and I ask thatyou also offer the Board of Directors your candid feedback.

The Overall Goal and Direction of Corporate Governance
I would like to discuss some areas I want theCompany to focus on going forward. Yamaha Motor offers
an extremely wide range of products, not just motorcycles
and marine products. Moreover, with bases in over 100
countries globally, its areas of operation are also wide-­
ranging, and this makes it a challenge to run the Company
from a corporate governance standpoint. The recent global
COVID-19 pandemic is a case in point. As different countries
and regions face different circumstances, the measures thatneed to be taken in response to this single event differ
accordingly by country and region. Therefore, I think it’s vitalto create an environment that allows management toquickly get information, gauge the situation, and promptly
make decisions on urgent matters at Board meetings. As
things proceed, I would like the Company to gear more of
its efforts toward establishing such a structure.
TashiroTakehiro Kamigama

Yuko Tashiro

Outside Director

Outside Director

We will further develop corporate governance so that
we can continue to be a “Kando Creating Company.”
Outside directors Takehiro Kamigama and Yuko Tashiro discussed their respective assessments of Yamaha Motor’s­corporate governance, its overall goals and direction, and their expectations of the Company.

An Assessment of Yamaha Motor’s Corporate GovernanceKamigama About a year and a half has passed since you

became an outside director. What was your initial impressionof Yamaha Motor’s corporate governance at the time?
Tashiro When I joined a Yamaha Motor Board meeting forthe first time, I was quite surprised at how outside directors,
including you, proactively and frankly voiced their opinions
on each proposal. I have served as an outside director atother companies, but it’s rare for discussions to get as
heated as they do at Yamaha Motor, so I had the impressionthat its Board of Directors functions very effectively.

Kamigama I became an outside director a year before you did,around the time Chairman Yanagi’s role became devoted tosupervision. I believe that the move toward livelier discussions under his strong leadership may be what created thecurrent atmosphere at Board meetings. It’s conducive tooutside directors candidly speaking their mind and the54

Yamaha Motor Co., Ltd. Integrated Report 2020e­ xecutive side responds to that with sincerity. I feel that
Yamaha Motor’s Board meetings are occasions for reallyopen discussions.
Tashiro I agree. When we outside directors advise caution or
point out a possible flaw in a proposal, the executive officers
respond in a highly flexible manner, offering to reexamine
the proposal or even withdraw it in some cases. I feel thisstyle or culture of discussion is still uncommon for a Japanesecompany. In a society where Board meetings are often held
simply to vote on what has already been decided, it’s admirable that there is a process at Yamaha to repeatedly holdthese kinds of discussions.

Kamigama The Board of Directors operates in a manner thatconveys its intent to actively incorporate our input and­opinions as much as possible, such as notifying outside
directors in advance of proposals to be voted on at the next

Kamigama I feel the same way. I think the most importantfactor in effective corporate governance is establishing a
structure for providing to management all manner of information influencing the operation of the Company.
Furthermore, if an event is urgent, it should be put before
the Board of Directors at once. And even if a case does not
require urgency, if there is the slightest possibility that an
event may drastically affect the Company in the future—such as a compliance-related matter—we outside directors
should also be notified beforehand and the matter in question discussed at a Board meeting. Doing so will help prevent impacts from becoming significant.

Tashiro Information is indispensable for not only improving
the quality of discussions at Board meeting but also formaking appropriate decisions. The more drastically the external environment changes, the more crucial communication
channels and a structure for gathering information fromaround the world become.

Kamigama We are both members of the Executive Personnel

Committee, so I would like to hear your thoughts on its role
as a committee member. I think that the remuneration
system for executives as well as the program for training
successors are being developed with good reasoning andtransparency, and both are at a level worthy of praise.
Indeed. The remuneration system incorporates a
results-oriented approach while the successor training program has been systematically designed with aspects thatfacilitate the input of external viewpoints, such as outside
directors also getting the opportunity to interview executive
officer candidates. However, there are no female or nonJapanese members among the current internal directors andonly a few among the incumbent executive officers. WhileI feel that this remains an issue, there is both female andnon-Japanese representation among the executive officer
candidates, so I believe that the Company is moving in agood direction. With an overseas sales ratio of approximately 90%, the promotion of non-Japanese people issurely a necessity given that overseas operations account formost of the Company’s business. The Company is also
making concerted efforts toward systems and structures forfostering the advancement of women, including the establishment of shorter working hours and childcare facilities.
However, it’s important to be aware that the creation offrameworks alone is not a corporate goal. I have always feltthat if we are not conscious of the likely advantages to begained through the active role of women, such as anincrease in sales, a reduction in costs, and the bringing forthof new ideas, we will not resolve this issue.
TashiroKamigama With Japanese manufacturers in general, not just at

Yamaha Motor, there has been little progress in the ­promotionof women to executive and management ­positions. Yet if welook overseas, we can see women are actively promoted to

Yamaha Motor Co., Ltd. Integrated Report 202055

Corporate GovernanceDialogue between Outside Directors

positions where they leverage their talents. In Singapore, forexample, almost all of those in charge of procurement are
women. Incorporating this kind of perspective is key because
if simply increasing the number of executive and management positions held by women becomes the goal, it does
not necessarily lead to positive outcomes in many cases.
Tashiro The same can be said for the promotion of nonJapanese employees. In a context where most of Yamaha
Motor’s customers are not Japanese, there are various
effects that we can expect through the promotion of nonJapanese people. We should discuss such topics more often,
including at meetings of the Executive Personnel Committee.

Our Expectations of Yamaha Motor
Kamigama Lastly, I would like to discuss our expectations of

The fact that Yamaha Motor isa global company makes it
even more important to establish aworldwide communication networkthat responds quickly and in a
multifaceted manner to dramaticchanges in the business environment.

Yamaha Motor without being confined to the corporate
governance sphere. In terms of the duties required of outside directors, the supervisory role comes first and foremost,but I do want the Company to grow, and for that to happen
I sincerely want to see new, uniquely Yamaha products
developed. My background is in engineering and I have, infact, been making recommendations regarding Yamaha
Motor’s technological initiatives and been given the opportunity to exchange opinions directly with the general managers of several technical divisions. I would like to see anincrease in opportunities to communicate not only withupper management but also with others in management
positions and frontline employees, and I would be delighted
if the Company could leverage my experience in the development of a new product.
Tashiro The global COVID-19 pandemic is likely to fundamentally change society going forward and that may bring
forth dire business conditions for many companies.
Nevertheless, such conditions also provide the chance tocreate something new. The demand for unmanned technologies and automation is expected to grow even more,and I believe that new forms of leisure, recreation, andtransportation unlike any before are certain to emerge. If
Yamaha Motor can quickly gather information on what
people really want and what kind of products they are looking for, I know that it is capable of turning that information
into something tangible and innovative. For that reason, as
I stated earlier, the creation of a global communication network will become even more important.

56

Yamaha Motor Co., Ltd. Integrated Report 2020

Kamigama Once the COVID-19 pandemic reaches some kind of
conclusion, the post-COVID-19 world so to speak, one can
expect Yamaha Motor’s customer base to change significantly and I’m looking at the possibilities for developing a
new customer base from here onward. For example, consumers who had yet to show even the slightest interest in
marine leisure may begin turning their attention to marine
products. The Company must conduct marketing researchon potential developments that include this kind of scenario
and tailor a suitable strategy. If it does so, the Company will
surely discover a new and different approach. In terms of
unmanned technologies and automation, robotics is likely to
become increasingly vital so there will be a wealth of business opportunities for Yamaha Motor. Also, we obviously
must anticipate the societal changes that the technologicaladvances in AI, IoT, and the like will bring about. In thiscontext, I hope that the Company will take charge and pushforward in order to create products unique to Yamaha andones that astound the world. I would like the Company tomake products that receive acclaim from people across theglobe, reaffirming their high regard for the Yamaha brand.

I agree. Yamaha Motor has some amazing technologies and plenty of potential to grow significantly in this eraof dramatic change. Nevertheless, the Company will likely
Tashiroencounter difficulties when it attempts to move into a newmarket instead of an existing one if it’s done solely with its
own personnel. To make a breakthrough, I think it would be
worth Yamaha Motor taking on the challenge of approaching matters from the perspective of those with completely
different ideas. For example, having non-Japanese people
take part in important investment decisions or seeking theopinions of individuals from markets that Yamaha Motor has
not previously targeted. The Company has carried out ample
research on existing markets and I am well aware of the factthat it has initiated various measures. However, the breakthrough I speak of must incorporate outside perspectives.
Outside directors are one way to provide these perspectives,
so I personally intend to offer the views of an outsider andactively voice my insights.
Kamigama It was clear during the formulation process for

the Long-Term Vision and the current Medium-Term
Management Plan that the Company is really striving to
break out of its shell. I think that we outside directors are agroup for supporting and facilitating those efforts, so let’s
continue to work hard so that Yamaha Motor can makefurther progress as a “Kando Creating Company.”

I would like the Company to­continue providing people
around the world with products
only Yamaha Motor can create.

Yamaha Motor Co., Ltd. Integrated Report 202057

Corporate GovernanceDirectors and Audit & Supervisory Board Members (As of April 1, 2020)

Directors

Chairman and Representative
Director

April 1978:		
Joined the Company
March 2009:	Senior Executive Officer, Chief General Manager of
Manufacturing Center
November 2009:	Senior Executive Officer, Senior General Manager
of MC Business Section, MC Business Operations
March 2010:	President, Chief Executive Officer andRepresentative Director
June 2011:		Outside Director of Yamaha Corporation
January 2012:	President, Chief Executive Officer andRepresentative Director, Chief General Manager of
MC Business Operations
January 2015:	President, Chief Executive Officer andRepresentative Director
January 2018:	Chairman and Representative Director (to present)
March 2019:
Outside Director of AGC Inc. (to present)
March 2019:	Outside Director of Kirin Holdings Company,
Limited (to present)

Hiroyuki Yanagi

April 1987:		Joined the Company
July 2010:		Vice President of Yamaha Motor Corporation,
U.S.A.
March 2017:	Senior Executive Officer and Director, Executive
General Manager of Corporate Planning &Finance Center
January 2018:	President, Chief Executive Officer andRepresentative Director (to present)
June 2018:		Outside Director of Yamaha Corporation(to present)

President, Chief Executive
Officer andRepresentative Director

Yoshihiro Hidaka

April 1982:		Joined the Company
April 2003:		Director of Yamaha Motor da Amazonia Ltda.
March 2015:	Senior Executive Officer, Chief General Manager of
Manufacturing Center
March 2017:	Senior Executive Officer and Director, Chief
General Manager of Manufacturing Center(to present)
January 2018:	Senior Executive Officer and Director
March 2019:	Managing Executive Officer and Director(to present)

Director
Managing Executive Officer

Director
Senior Executive Officer

Katsuhito Yamaji

Makoto Shimamoto

April 1981:		Joined Nippon Gakki Co., Ltd.
(currently Yamaha Corporation)
October 2005:	General Manager of PA/DMI Division of
Yamaha Corporation
June 2006:		Executive Officer of Yamaha Corporation
June 2009:		Director & Executive Officer of Yamaha
Corporation
April 2010:		President of Yamaha Corporation of America
June 2010:		Senior Executive Officer of Yamaha Corporation
June 2013:		President and Representative Director of Yamaha
Corporation
March 2014:	Outside Director (to present)
June 2017:		Director, President and Representative Executive
Officer of Yamaha Corporation (to present)

Director
Managing Executive Officer

Katsuaki Watanabe

Toshizumi Kato

April 1986:		Joined the Company
January 2015:	Director and President of Yamaha Motor
Corporation, U.S.A.
March 2018:	Senior Executive Officer and Director, Chief
General Manager of Corporate Planning & FinanceCenter (to present)

Director
Senior Executive Officer

Tatsumi Okawa

April 1981:		Joined Tokyo Denki Kagaku Kogyo K.K.
(currently TDK Corporation)
June 2002:		Corporate Officer of TDK Corporation
June 2003:		Senior Vice President of TDK Corporation
June 2004:		Director & Executive Vice President of TDK
Corporation
June 2006:		President & Representative Director of
TDK Corporation
June 2016:		Chairman & Representative Director of
TDK Corporation
June 2017:		Outside Director of OMRON Corporation(to present)
March 2018:	Outside Director (to present)
June 2018:		
Outside Director of SoftBank Corp. (to present)
June 2018:		Mission Executive of TDK Corporation (to present)

Outside Director

Outside Director

Takuya Nakata

Takehiro Kamigama

Yuko Tashiro

June 1986:		Joined KPMG LLPJuly 1995:		Partner of KPMG LLP
November 2000:	Sourcing Leader of GE Corporate Japan ofGeneral Electric International Inc.
July 2003:		Chief Financial Officer of
PHOENIX RESORT CO., LTD.
April 2005:		Director, Chief Operating Officer and Chief
Financial Officer of Aon Holdings Japan, Ltd.
April 2010:		Representative Director of TS Associates, Ltd.
June 2012:		Outside Director of Accordia Golf co., Ltd.
March 2016:	Auditor (External) of McDonald’s Holdings
Company (Japan), Ltd. (to present)
June 2016:		Representative Director, President and Chief
Executive Officer of Accordia Golf co., Ltd.
January 2018:	Director and Chairman of the Board of
Accordia Golf co., Ltd.
April 2018:		Representative Director, Chairman of the Board
and President, CEO of Accordia Golf co., Ltd.
(to present)
March 2019:	Outside Director of the Company (to present)
Chairperson, CEO and Representative Director ofNEXT GOLF MANAGEMENT CORPORATION(to present)

April 1977:		
January 2004:		
April 2007:		
April 2008:		
June 2009:		
		
April 2012:		
		
April 2013:		
		
April 2019:						March 2020:

Joined Komatsu Ltd.
President and Chief Operating Officer (COO) of 		
Komatsu America Corp.
Excecutive Officer of Komatsu Ltd.
Senior Executive Officer of Komatsu Ltd.
Director and Senior Executive Officer ofKomatsu Ltd.
Director and Senior Executive Officer ofKomatsu Ltd.
President and Representative Director,
and CEO of Komatsu Ltd.
Chairperson of the Board andRepresentative Director of Komatsu Ltd.
(to present)
Outside Director of the Company (to present)

Outside Director

Tetsuji Ohashi

April 1982:		Joined the Company
February 2010:	General Manager of Human Resources
Development Division, Human Resources &General Affairs Section
September 2014:	Chief General Manager in charge of planning,
Audit & Supervisory Board Members’ Office
March 2015:	Audit & Supervisory Board Member (to present)

November 1985:	Joined the Company
February 2008:	General Manager ofLegal & Intellectual Property Division
April 2011:		Representative Director and President of
Yamaha Motor Espana S.A.
May 2012:		Vice President of Yamaha Motor Europe N.V.
March 2017:	Senior Executive Officer
March 2019:	Audit & Supervisory Board Member (to present)

Audit & Supervisory Board
Member (Full-time)

Audit & Supervisory Board
Member (Full-time)

Audit & Supervisory Board
Member (Outside)

Kenji Hironaga

Junzo Saito

Masahiko Ikaga

Yamaha Motor Co., Ltd. Integrated Report 2020

June 1986:		Joined the Company
January 2011:	Director and President of Yamaha Motor
Corporation, U.S.A.
March 2012:	Senior Executive Officer
March 2014:	Senior Executive Officer and Director
January 2016:	Senior Executive Officer and Director, Chief
General Manager of Vehicle & Solution Business
Operations
March 2016:	Managing Executive Officer and Director,
Chief General Manager of Vehicle & Solution
Business Operations
January 2018:	Managing Executive Officer and Director(to present)
July 2019:		Chairman & Representative Director of Yamaha
Motor Robotics Holdings Co., Ltd. (to present)

Executive Vice President andRepresentative Director

Outside Director

Audit & Supervisory Board Members

58

April 1983:		Joined the Company
March 2015:	Senior Executive Officer, Chief General Manager of
PF Model Unit and Senior General Manager of PF
Model Development Section, PF Model Unit
January 2017:	Senior Executive Officer, Chief General Manager ofTechnology Center and Chief General Manager of
PF Model Unit
March 2017:	Senior Executive Officer and Director, Chief
General Manager of Technology Center and Chief
General Manager of PF Model Unit
January 2018:	Senior Executive Officer and Director, Chief General
Manager of Mobility Technology Center(to present)
January 2020:	Chief General Manager of Mobility Technology
Center and Chief General Manager of Advanced
Technology Center of the Company (to present)

April 1982:		Joined the Company
March 2011:	Senior Executive Officer and Chief General
Manager of Manufacturing Center
April 2013:		Senior Executive Officer, Executive General
Manager of 1st Business Unit, MC Business
Operations and Chief General Manager of
Manufacturing Center
January 2015:	Senior Executive Officer and Director, Chief
General Manager of MC Business Operations andExecutive General Manager of 1st Business Unit,
MC Business Operations
March 2016:	Managing Executive Officer and Director, Chief
General Manager of MC Business Operations
January 2018:	Executive Vice President and Representative
Director (to present)

October 1979:	Joined Tohmatsu Awoki & Co.
(currently Deloitte Touche Tohmatsu LLC)
March 1988:	Registered as a certified public accountant
May 1988:		Director of Tohmatsu Touche Ross Consulting Co.,
Ltd. (currently ABeam Consulting Ltd.)May 1990:		Partner of Tohmatsu Awoki & Co.
April 1993:		Director of Tohmatsu Consulting Co., Ltd.
(currently Deloitte Tohmatsu Consulting LLC)
March 2000:	Representative Director and President of Tohmatsu
Consulting Co., Ltd.
October 2010:	Chairman and Director of
Tohmatsu Consulting Co., Ltd.
November 2013:	CSO of Deloitte Touche Tohmatsu LLC
April 2016:		Established Masahiko Ikaga Certified Public
Accounting Office
May 2016:		Representative Director of PrajnaLink Co., Ltd.
(to present)
June 2016:		External Audit & Supervisory Board Member ofMorinaga Milk Industry Co., Ltd. (to present)
March 2017:	Outside Audit & Supervisory Board Member(to present)
June 2017:		Outside Director of RYOBI LIMITED (to present)

Audit & Supervisory Board
Member (Outside)

Masatake Yone

April 1981:		Registered as an Attorney
March 1987:	Registered as a New York State Attorney
July 1987:		Joined Mori Sogo
(currently Mori Hamada & Matsumoto)January 1989:	Partner Attorney of Mori Hamada &Matsumoto (to present)
April 2000:		Lecturer at Graduate School of International
Corporate Strategy, Hitotsubashi University
March 2008:	Outside Director of GCA Savvian Group
Corporation (currently GCA Corporation)
April 2011:		Vice President of Daini Tokyo Bar Association
June 2011:		Outside Corporate Auditor of BANDAI NAMCO
Games Inc. (currently BANDAI NAMCOEntertainment Inc.) (to present)
June 2013:		Audit & Supervisory Board Member (External) of
Terumo Corporation
June 2015:		Independent Director (Audit & Supervisory
Committee Member) of Terumo Corporation(to present)
March 2016:	Outside Director (Audit & Supervisory Committee
Member) of GCA Corporation (to present)
March 2019:	Outside Audit & Supervisory Board Member(to present)
December 2019:	Outside Director of Skymark Airlines Inc. (to present)

Yamaha Motor Co., Ltd. Integrated Report 202059

Corporate GovernanceDirectors and Audit & Supervisory Board Members (As of April 1, 2020)

Executive Officers

Corporate Governance

As a “Kando Creating Company,” our corporate mission is to offer new excitement and a more fulfilling life for people allover the world. To achieve this mission, Yamaha Motor aims to enhance corporate value through sustained growth
attained via its medium- and long-term strategies and measures. To this end, the Company has put into place systems andframeworks that enable rapid decision-making and the proper supervision and monitoring of business execution.

President and Chief Executive Officer

Executive Vice PresidentManaging Executive Officers

Yoshihiro Hidaka

Katsuaki Watanabe

Toshizumi Kato

Katsuhito Yamaji

Basic Views on Corporate Governance 
Senior Executive Officers

Makoto Shimamoto

Tatsumi Okawa

Kazuhiro Kuwata

Hirofumi Usui

Chief General Manager of Mobility
Technology Center and Chief General
Manager of Advanced Technology Center

Chief General Manager ofCorporate Planning &Finance Center

President of Yamaha Motor
Corporation, U.S.A.

Chief General Manager ofMarine Business Operations

Heiji Maruyama

Satohiko Matsuyama

Minoru Morimoto

Eric de Seynes

Chief General Manager of Powertrain Unit, Senior General Manager
of Powertrain Planning Section, Powertrain Unit, andChief General Manager in charge of Automotive Development andMobility Planning Promotion, Mobility Technology Center

Chief General Manager of
Manufacturing Center

President of PT. Yamaha Indonesia
Motor Manufacturing

President of Yamaha Motor
Europe N.V.

To ensure the implementation of the Company’s growth strategies forthe future, Yamaha Motor’s Board of Directors establishes an environment that supports management’s appropriate risk-taking and decisivedecision-making activities, and multilaterally understands and appropriately oversees issues and risks associated with the implementation of theCompany’s management strategies from the viewpoint of fulfilling
responsibilities to various stakeholders including shareholders
and investors.

This structure is designed to implement speedy and decisive decisionmaking, and appropriate, transparent, and fair supervision and monitoring as the Company’s corporate governance. Accordingly, we formulate
corporate governance guidelines and put them into practice in an appropriate manner.

For more details, please see the Corporate Governance Guidelines.
https://global.yamaha-motor.com/ir/governance/pdf/corporate_governance_guidelines-e.pdf

History of Strengthening the Corporate Governance System
2000

2001

2007

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

Introduction of Executive Personnel Committee (Nomination / Remuneration Committee)
Operation of Board of Directors + Management Discussion meeting

Executive Officers

Akihiro Nagaya

Yasuo Tanaka

Motofumi Shitara

Dyonisius Beti

Toshihiro Nozue

Chief General Manager ofCreative Center andGeneral Manager ofBrand Marketing Division,
Creative Center

Chief General Manager of
CS Center, Deputy Chief General
Manager of Quality AssuranceCenter, and Senior General
Manager of Spare Parts Section,
CS Center

Managing Director of
Yamaha Motor India Pvt. Ltd.,Managing Director of India
Yamaha Motor Pvt. Ltd., andManaging Director of
Yamaha Motor India Sales Pvt. Ltd.

COO of PT. Yamaha
Indonesia Motor
Manufacturing

Senior General Manager ofMarine Engine Section,
Marine Business Operations

Satoshi Hirose

Hiroyuki Ota

Itaru Otani

Takeo Noda

Toshiaki Ibata

Chief General Manager of
Quality Assurance Centerand Deputy Chief General
Manager of CS Center

Chief General Manager of
Solution Business Operations

Chief General Manager of
Human Resources & General
Affairs Center

Deputy Chief General
Manager of Corporate
Planning & Finance Center

Senior General Manager ofBoat Section, Marine
Business Operations

Toyoshi Nishida

Takuya Kinoshita

Norio Yamada

Tatsuya Masuda

Kenichi Muraki

Chief General Manager of
PF Model Unit andSenior General Manager ofMotor Sports Section, PF Model Unit

Chief General Manager ofMotorcycle Business Operations

Chief General Manager of
IT Center

Chief General Manager ofProcurement Center

Chief General Manager of
Manufacturing Technology
CenterImprovementof operating
structure

Establishment of Corporate Governance Guidelines
Implementation of the Board evaluation
Abolition of takeover defense measures
Introduction of Executive Officer system
Appointment of Outside Directors
Delegation agreement with Executive Officers

Kotaro Ueda

Eishin Chihana

Deputy Chief General Manager of
Manufacturing and Production
Engineering Center and Senior
General Manager of
Manufacturing Section,
Manufacturing and Production
Engineering Center

Senior General Manager of 3S Advanced Countries Section,
Motorcycle Business Operations, Senior General Manager of
3S Southeast & East Asia Section, Motorcycle Business Operations,and Managing Director of Yamaha Motor Asia Pte. Ltd.

Appointment of female Directors and Audit & Supervisory Board Members

Executive
structure

Appointment of non-Japanese Executive Officers
Separation of
Chairman of the Boardof Directors and Chief
Executive Officer (CEO)

Number of
Directors

11

11

10

10

12

11

11

13

11

11

Number ofInternal Directors

7

8

7

7

9

8

8

10

7

7

Number of
OutsideDirectors

4

3

3

3

3

3

3

4

4

4

Independent
OutsideDirectors

3

2

2

2

2

2

2

3

4

4

Of which,female Directors

1

1

1

0

0

0

0

0

0

1

Integration of stock options into stock compensation plan

Executive
remuneration
systemOverall revision of the system(compensation further linked
to performance and forlong-term incentives)

Deputy Executive Officers

Ben Speciale

Jeffrey Young

Michael Chrzanowski

Senior Vice President of
Yamaha Motor Corporation, U.S.A.,
and President of
U.S. Marine Business Unit

President of
Yamaha Motor FinanceCorporation, U.S.A.

President of Yamaha Motor
Manufacturing Corporationof America

Taking on the renewed challenge ofachieving net sales of ¥2 trillion
AM: Automotive
CS: Customer Service
ME: Marine Engine
PF: Platform
MC: Motorcycle
IT: Information Technology

60

Yamaha Motor Co., Ltd. Integrated Report 2020

Medium-Term
Management
Plan

Stabilization of a profitablestructure (V-shaped recovery
in results)

Toward sustainable growth(expansion of business scale andenhancement of profitability)

A unique company that continues
to achieve dynamic milestones(management emphasizing ROE
and cash flow)

Yamaha Motor Co., Ltd. Integrated Report 202061

Corporate GovernanceCorporate Governance Structure 
Corporate Governance System Overview

Yamaha Motor supplies various kinds of products and services to markets
around the world, including personal mobility solutions, marine products,
industrial robots, vehicle engines, and unmanned helicopters. Overseas
sales account for approximately 90% of the Company’s consolidated net
sales. Starting with the principal concept of developing and producing
locally where the products are consumed, we engage in development,
procurement, production, sales, and other activities on the global stage.
To sustainably advance our business activities, we believe it is effective
to structure a corporate governance system consisting of the Boardof Directors, made up of Internal Directors who are familiar with theCompany’s customer characteristics, products, business operations, andfunctions, and Outside Directors who have a wealth of knowledge inglobal corporate management, as well as the Audit & Supervisory Board
whose members include Outside Audit & Supervisory Board Memberswith professional knowledge in areas including accounting, legal affairs,
and management administration. Under this corporate governancesystem, Executive Officers are appointed to execute operational duties ina timely manner, and the Board of Directors delegates matters related tothe execution of business operations to the Executive Officers.

Professional Qualifications and Experience of Directors and Auditors

Company with Audit & Supervisory
Board

Organizational design
Number of Directors(number of Outside Directors)

11 (4)

Number of Audit & Supervisory
Board Members(number of Outside Audit &Supervisory Board Members)

4 (2)Directors’ terms of office

One year

Employment of
Executive Officer system

Yes

Optional committees ofBoard of Directors

Executive Personnel Committee

AuditorName

Directors

General Meeting of Shareholders
Appointment /Dismissal

Appointment /Dismissal

Seeking advice /Making recommendations

Board of Directors
11 Directors(including
4 Outside Directors)

Executive Personnel
Committee

Appointment /Dismissal
Supervision

Audit

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

Audit

Reporting businessexecution situations

Coordination

62

Yamaha Motor Co., Ltd. Integrated Report 2020

Attendance at meetings ofBoard of Directors andAudit & Supervisory Board
during FY2019—

Board of Directors:
13 / 13

Yoshihiro Hidaka

Human Resources &General Affairs /Creative / Marine

Board of Directors:
13 / 13

Katsuaki Watanabe

Quality Assurance /Customer Service /Motorcycles / Market
Development /Automotive

Board of Directors:
13 / 13

Toshizumi Kato

Solution / Power
Products / Alliance
Strategy

Board of Directors:
13 / 13

Katsuhito Yamaji

Manufacturing /Manufacturing
Technology /Procurement /Powertrain

Board of Directors:
13 / 13

Vehicle Development

Board of Directors:
13 / 13

Makoto Shimamoto

External Auditor

OutsideIndependent
Takuya Nakata—

Board of Directors:
12 / 13

OutsideIndependent
Takehiro Kamigama—

Board of Directors:
12 / 13

OutsideIndependent
Yuko Tashiro—

Outside (New)
Independent
Tetsuji Ohashi—

Appointed
in April 2020

Kenji Hironaga—

Board of Directors:
13 / 13
Audit & Supervisory
Board:
12 / 12Junzo Saito—

Board of Directors:
10 / 10
Audit & Supervisory
Board:
9/9—

Board of Directors:
12 / 13
Audit & Supervisory
Board:
12 / 12—

Board of Directors:
10 / 10
Audit & Supervisory
Board:
9/9

Coordination

Accounting audit

Coordination

Integrated Auditing DivisionInternal audit

Audit & Supervisory Board Members

Business sectors, Functional sectors, Corporate sectors, and Subsidiaries

GlobalExperience

Board of Directors:
13 / 13

Instruction / Report

Instruction / Report

Human
Resources /Legal / Risk
Labor /
Management
Personnel
Development

IT / Digital

Seeking advice /Making recommendations

Sustainability Committee

Accounting /IT / Digital
Finance / M&A Technology

Tatsumi Okawa

President, Chief Executive Officer and Representative Director

Management Committee

Sales /
MarketingAppointment /Dismissal

Business Execution

Seeking advice /Making recommendations

Corporate Manufacturing /Management / Technology /Expertise
R&D

Hiroyuki Yanagi

Ernst & Young ShinNihon LLC

Corporate Governance System (As of March 26, 2020)

Area ofresponsibility

OutsideIndependent
Masahiko Ikaga

OutsideIndependent
Masatake Yone

Board of Directors:
8 / 10(After appointment on
March 27, 2019)

Yamaha Motor Co., Ltd. Integrated Report 202063Corporate GovernanceDirectors and the Board of Directors 
The Board of Directors consists of 11 Directors (including four Outside
Directors). In principle, the Board of Directors meets monthly, and additionally from time to time as necessary. The Chairman of the Board of
Directors is not in charge of any specific field and not involved in business execution.
On the basis of fiduciary responsibilities to shareholders, Directors
collect adequate information, understand relevant laws and regulations
and other necessary rules, actively express opinions, discuss and makedecisions at Board of Directors’ meetings, Management Discussion

Executive Personnel Committee 
meetings, and other important meetings in order to obtain sufficientknowledge on viewpoints and standpoints of various stakeholders including shareholders, and to achieve sustainable growth and medium- tolong-term enhancement of corporate value. In fiscal 2019, Management
Discussion meetings were held seven times, and the Executive Discussion
meeting was held once.

Board Evaluation 
Pursuant to Yamaha Motor’s Corporate Governance Guidelines, theBoard of Directors analyzes and evaluates the effectiveness of roles andresponsibilities of the Board as a whole on a yearly basis.

The analysis and evaluation are carried out from the following perspectives and a summary of the results is appropriately disclosed.

Evaluation perspectives
1. Roles and responsibilities of Directors and the Board of Directors
2. Relationships between the Board of Directors and senior management(Executive Officers)
3. Organizational design and composition of the Board of Directors, etc.
4. Qualifications held and knowledge of Directors and the Board of
Directors
5. Deliberation at the meetings of the Board of Directors
6. Relationships and dialogue with shareholders
7. Dealing with stakeholders other than shareholders

Evaluation results
It was confirmed that the Board of Directors continued to proactively
hold effective discussions and implement creative initiatives to realize themedium- to long-term enhancement of corporate value and sustainablegrowth, and the effectiveness was sufficiently assured toward theachievement of the Long-Term Vision, with an eye on 2030 and theMedium-Term Management Plan from 2019.
In particular, it was highly evaluated that the comments made by
Outside Directors and Audit & Supervisory Board Members were fully
respected, a climate was fostered in which constructive discussion andexchange of opinions were carried out, and the roles of Directors and theBoard of Directors were clarified and shared. It was also confirmed that
key issues regarding Yamaha Motor’s management strategy have been
appropriately discussed.
It was confirmed that there was no significant difference in theeffectiveness of the Board of Directors between the prior Self-Evaluationand the Third-Party Evaluation.
We will continue to push ahead with improvement measures toaddress the issues highlighted based on the evaluation and implement
creative initiatives to further improve effectiveness by regularly involving
a third party in the evaluation process.

Evaluation process
The effectiveness of the Board of Directors was evaluated using thefollowing process with the Corporate Planning Division acting as thesecretariat.
• Self-Evaluation Survey by updated questionnaire, based on sevenevaluation perspectives regarding the aims of the Board of Directors
and past evaluation results.
• Conduct Board investigations, analysis of the Self-Evaluation Survey
responses, and interviews implemented by a third party.
• Analyze the Self-Evaluation and Third-Party Evaluation results, andconfirm the status of improvement, compared with the previous fiscal
year’s evaluation.
• Share the results of the evaluation of effectiveness and deliberate theissues to be addressed at the Board of Directors’ meetings based on the
results of the analysis.

Yamaha Motor has established an Executive Personnel Committee, whichis involved in nominations and remuneration, as a voluntary advisory
body of the Board of Directors, to improve transparency and validity inappointments and dismissals of executives and determining their remuneration, among other objectives. Matters deliberated upon at the
Executive Personnel Committee are reported to the Board of Directors.
In the role related to “nominations,” the committee deliberates upon
the appointments and dismissals of the Chief Executive Officer, Directors,
Audit & Supervisory Board Members and Executive Officers, as well as theselection of candidates for such senior management positions and theirdevelopment plans, while confirming future management strategies andpersonnel requirements for putting them into practice, among other things.
In the role related to “remuneration,” the committee deliberates uponand determines the evaluation standards and remuneration system for

the Chief Executive Officer, Directors and Executive Officers. The
Executive Personnel Committee also evaluates the performance of theCompany and individuals based on contributions to medium- to longterm corporate growth and business performance for the said fiscal year,
in order to deliberate upon the compensation linked to performance forsuch senior management within the limits of total remuneration resolved
at the General Meeting of Shareholders.
To ensure the transparency and effectiveness of the deliberation process, which is the purpose for establishing the committee, as well as toensure the validity of matters reported to the Board of Directors’ meetings, the majority of the members of the Executive Personnel Committee
consists of Outside Directors, and the meeting of the Executive Personnel
Committee is held more than six times a year, in principle.

Audit & Supervisory Board Members and the Audit & Supervisory Board 
The Audit & Supervisory Board Members are made up of two Standing
Audit & Supervisory Board Members and two Independent Outside Audit& Supervisory Board Members. In principle, the Audit & Supervisory Board
meets monthly, and additionally from time to time as necessary. On thebasis of fiduciary responsibilities to shareholders, Audit & Supervisory
Board Members and the Audit & Supervisory Board, as a body independent from the Board of Directors, request the Company and its subsidiaries to submit reports on their business activities in accordance with laws
and regulations, survey the status of business operations and property,
exercise rights in respect of appointing or dismissing an External Auditor
and audit compensation, attend meetings of the Board of Directors andother important meetings, and provide opinions as needed. Throughthese tasks, Audit & Supervisory Board Members and the Audit &Supervisory Board audit the legality and appropriateness of Directors’
execution of duties, internal control systems, and the performance andfinancial position of the Company and its subsidiaries. An Audit &Supervisory Board Members’ Office, with a dedicated staff of two people,
has been established to assist the Audit & Supervisory Board Memberswith their audit and supervisory operations.
Collaboration between Audit & Supervisory Board Members,
Outside Auditors, and Internal Audit Section
Audit & Supervisory Board Members (including Outside Audit & Supervisory
Board Members) work with the External Auditor to facilitate audits basedon appropriateness, and receive accounting audit reports in accordancewith laws and regulations. Through collaboration that includes the mutual
exchange of information as needed and related opinions with the internal
audit section, Audit & Supervisory Board Members receive reports about
internal audit plans and their outcomes, with the ultimate aim of improving
the effectiveness and efficiency of audits.

Independent Outside Directors and Outside Audit & Supervisory Board Members 
Yamaha Motor appoints Independent Outside Directors in accordancewith its “Standards for Selecting Independent Outside Officers,” which
are disclosed to the public.
Independent Outside Directors are expected to independently andobjectively oversee conflicts of interest between the Company’s management and shareholders from social perspectives and from the standpointsof various stakeholders including shareholders and investors. They arealso expected to actively provide the Company with advice on management policies and improvements.

Independent Outside Directors and Outside Audit & Supervisory Board
Members endeavor to understand a complete view of Yamaha Motor’sbusiness operations by inspecting the minutes and reference materials ofManagement Committee meetings and other important meetings, andby visiting its worldwide development, procurement, production andsales locations, and markets. They attend the Management Discussion
meeting held after the Board of Directors’ meetings on a regular basis,and the Executive Discussion meeting held more than once a year to
openly exchange opinions on the Company’s medium- to long-term
management strategies and important management matters.

Summary of “Standards for Selecting Independent Outside Officers”
I. Independent Outside Officers may not be:
1. Employees or former employees of the Company
2. Major shareholders
3. Individuals in a “major customer” relationship with our corporate group
4. Individuals from companies that have accepted a director from the Yamaha
Motor Group
5. Individuals with some other type of vested interest in the Group
6. Individuals who might have a conflict of interest with our generalshareholders
7. In office more than 8 years
Moreover, individuals who are second-degree relatives, or cohabiting
relatives, of any of those mentioned above in 1 through 5 may not
be officers.

64

Yamaha Motor Co., Ltd. Integrated Report 2020

II. Individuals, despite being applicable to any of 2 through 5 above, may beelected as independent outside officers of the Company if they, in view of theirpersonality and insight, are believed suitable as independent outside officers of
the Company on the condition that the individuals meet the requirements ofan outside director as required under the Companies Act, and that a public
disclosure is made to explain the reasons for electing them as independent
outside officers of the Company.

For the full text of the “Standards for Selecting Independent
Outside Officers,” please visit our website.
https://global.yamaha-motor.com/ir/governance/pdf/independent_en.pdf

Yamaha Motor Co., Ltd. Integrated Report 202065

Corporate Governance

Executive Officers and Management Committee, etc. 
The Company has 32 Executive Officers, of whom six serve concurrently
as Directors. A Management Committee, comprising nine Executive
Officers with specific posts, has been established to deliberate on mattersof business execution, speeding up the Company’s decision-making
process. In principle, the Management Committee meets at least
monthly, and additionally from time to time as necessary. In fiscal 2019,22 meetings of the Management Committee were held.
In addition, a Global Executive Committee has been established to

Sustainability Committee Yamaha Motor has established the Sustainability Committee, comprisingnine Executive Officers with specific posts, as an entity to deliberatemeasures related to risk management and compliance, as well as toaddress issues concerning sustainability. In principle, the Sustainability
Committee meets twice a year, and also holds additional meetings ifnecessary.

Remuneration System for Executives deliberate on important management policies and issues related to theGroup’s management. The Global Executive Committee includes theCompany’s Representative Director, all Executive Officers with specificposts, and senior local managers of major Group companies, and has 46
members, of whom 30 are Japanese and 16 are non-Japanese. In principle, the committee meets at least once annually, and additionally fromtime to time as necessary. In fiscal 2019, two meetings of the Global
Executive Committee were held.

Internal Auditing 
The Integrated Auditing Division, with 25 members and reporting directly
to the President and Chief Executive Officer, has been established as aninternal auditing sector to audit the appropriateness of operational
activities at the Company and its subsidiaries. In addition, internal audit
functions have been installed at major subsidiaries, working together
with the Company’s internal auditing sector to audit divisions andsubsidiaries.

Remuneration is to be comprised of basic compensation (fixed remuneration), compensation linked to performance, and share remuneration. The
proportions of basic compensation : compensation linked to p
­ erformance: share remuneration for the President and Representative Director is tobe set at roughly 50% : 30% : 20% of the reference amount. For other
Directors and Executive Officers, the amounts are to be determinedbearing in mind their duties and remuneration level, etc., with reference
to the President and Representative Director. As the role of Outside
Directors and Audit & Supervisory Board Members is to provide supervision and advice regarding management from an objective and independent perspective, they are only paid fixed basic compensation.
The Representative Director is to only be paid the whole-company
performance-based bonus component of the compensation linked toperformance. The compensation linked to performance of other Directors
and Executive Officers are to be comprised of a whole-company­performance-based bonus and an individual performance-based bonus.
Breakdown of Compensation Linked to Consolidated Performance

Compensation Linked to
Individual Performance

Compensation Linked toConsolidated Performance

Cross-Shareholdings 
Yamaha Motor’s development, procurement, production, and sales have
expanded globally. We believe that strengthening business relationships
with business partners and maintaining stable relationships with financial
institutions and other parties are necessary for achieving continuous
growth. In considering our business strategies, business relationships
with our business partners, and enhancement of our financial base,
we intend to hold shares under cross-shareholdings when it is deemednecessary and appropriate in order to enhance corporate value froma medium- to long-term perspective.
The Board of Directors annually examines each cross-shareholding todetermine whether the purpose of shareholdings is appropriate and if
benefits and risks associated with the shareholdings are commensuratewith capital costs, among others. The Board of Directors appropriately
discloses a summary of the results. In addition, Yamaha Motor upholds a
policy to reduce cross-shareholdings if, as an outcome of the examination, the shareholdings cannot be justified.
Based on this policy, in fiscal 2019 the Company decided to sell somecross-shareholdings based on an examination by the Board of Directorsof each cross-shareholding.

The total amount of the whole-company performance-based bonus of
Directors is to be payable up to 0.5% of the net income attributable toowners of parents of the previous fiscal year.
The individual performance-based bonus will be determined within
the scope of 0–2 times the reference amount specified for each position,
bearing in mind the extent of target achievement or the degree ofprogress, etc., for each evaluation indicators set in advance.
Share remuneration will be provided through issuing shares withrestriction on transfer once each year based on the reference amountspecified for each position.
In order to ensure the appropriateness as well as the transparency andfeasibility of the discussion process regarding items relating to executive
remuneration, determination will be made by the Board of Directors after
discussion and reporting by the Executive Personnel Committee, which
the Company has established voluntarily.

Shareholdings of Yamaha Corporation
Yamaha Motor was established by spinning off the motorcycle divisionfrom Nippon Gakki Co., Ltd. (currently Yamaha Corporation). Today, thetwo companies’ management is conducted separately, with both using
the same Yamaha brand. We are undertaking various measures in collaboration with Yamaha Corporation through the Joint Brand Committee
and under the Yamaha Brand Charter and Joint Brand Regulations. Bothcompanies appropriately monitor measures for mutual sustainablegrowth through shareholdings and dispatching Directors. We believe thatmaintaining and improving the shared value of the Yamaha brand bybuilding a monitoring and collaborating relationship with Yamaha
Corporation will contribute to the medium- to long-term enhancementof Yamaha Motor’s corporate value.

0–2x of base amount relative to achievement of and progress
toward predetermined indicators

Pool of funds (up to 0.5% of net income attributable to ownersof parent)
Net income attributable to owners of parent
x Preset percentage
x Evaluation coefficient based on ROA

Financial Evaluation

Non-Financial Evaluation

Takes into account year-on-yearcomparisons and degree of target
achievement for net sales, operating
income, and ROA in the division forwhich they are responsible

Takes into account degree of progress
on initiatives in the Medium-Term
Management Plan, grooming of
successors for executive officer andcandidates for senior management
positions and contributions to corporate value and brand value

0–2x (including adjustments based on other businessperformance metrics)

Ratio of financial and non-financial evaluation• Directors: 1 to 1 (Executive Officers: 1 to 1)
Ratio of compensation linked to consolidated performance and compensation linked to individual performance• Representative director: 1 to 0 • Directors: 2 to 1 (Executive Officers: 1 to 3)

Remuneration for Directors and Audit & Supervisory Board Members
Remuneration for Directors and Audit & Supervisory Board Members for fiscal 2019 is as follows:Compensation linked toperformance
Officer classification

Basic
compensation(¥ million)

Stock compensation

Directors’
bonuses

Individual
performancelinked

Stock compensation plan

Remuneration ofshares withrestriction ontransfer

Total

Directors (12)

341

215

20

12

101

691

 Of which, Outside Directors (5)

(52)

—

—

—

—

(52)

Audit & Supervisory Board
Members (6)

95

—

—

—

—

95

 Of which, Outside Audit &Supervisory Board Members (3)

(26)

—

—

—

—

(26)

Total

436

215

20

12

101

786

Notes: 1. The Company introduced a Director compensation system with the approval of the 84th Ordinary General Meeting of Shareholders, held on March 27, 2019.
Accordingly, in the fiscal year under review, basic compensation was based on the old system for January through March 2019, and then based on the new system
for April through December 2019. Regarding performance-linked compensation, the Company plans to pay bonuses linked to consolidated performance based on
the new system as compensation linked to consolidated performance in the fiscal year under review. As for compensation linked to individual performance, theCompany plans to pay compensation linked to individual performance based on the old system for the fiscal year under review. Share remuneration shall be paid
based on the old system for the portion from January to March 2019, and then the new system for the portion from April to December 2019.
2. The above figures include 1 Director and 2 Auditors who retired at the conclusion of the 84th Ordinary General Meeting of Shareholders, held on March 27, 2019.
3. In addition to the remuneration listed above, ¥52 million was paid as salaries to Directors who serve concurrently as employees.

66

Yamaha Motor Co., Ltd. Integrated Report 2020

Yamaha Motor Co., Ltd. Integrated Report 202067Corporate GovernanceRisk Management

The Yamaha Motor Group is working on risk management, crisis management, and business continuity as follows.
Risk Management Structure

Risk Management Structure 
Based on the Rules of Risk Management, the risk management structure
works toward the thorough reduction of risks on a Groupwide basis andis overseen by the Sustainability Committee and its subordinate council,
the Sustainability Promotion Meeting, which comprises the risk management supervisory section and divisions in charge of risk management.
The committee, chaired by the president and chief executive officer,
monitors risk on a Groupwide basis while also designating significant
risks at the Group level to be tackled as priorities and monitoring activities to address such risks.
Furthermore, the divisions in charge of risk management formulate
response policies and rules for the risks under their charge, promote
activities to address risks based on these response policies, etc., andmonitor activities at headquarters’ divisions and Group companies.

President and Chief Executive Officer
Seeking of advice

Making of recommendation

Sustainability Committee

Sustainability Promotion Meeting(a subordinate council of the Sustainability Committee)• Thorough implementation of policies• Management based on rules• Monitoring of activities• Reporting of important matters• Reporting of urgent matters• Consultation on individual issues

Headquarters’ divisions and Group companies

Risk Management Activity Cycle • Analysis of information frominside and outside the Company• Designation of significant
risks at the Group level• Assessment of risk
management ledger• Formulation of activity
policies and plans

Risk management activities are promoted through the repetition of thefollowing plan–do–check–act (PDCA) cycle. The Yamaha Motor Grouphas prepared a risk management ledger of all risks that need to be covered and works to reduce risk by appropriately managing and operating
the risk management ledger.

• Review of risk management ledger• Incorporation of changes into
activity plan for the next fiscal year
• Review of activity results

Plan

Do

Act

Check

• Implementation ofactivities toaddress risks• Monitoring of activities

Crisis Management Structure and Activities 
The Yamaha Motor Group works to minimize the damage from andquickly resolve crisis situations as per the Rules for Initial Response to
an Emergency.
In the event of a disaster, accident, or compliance-related incident
at the Group, the division involved will report to the risk management
supervisory section or the divisions in charge of risk management as perstandards for determining the level of reporting, which are set in advance.
If the reported event is of a scale significant enough to warrant the

involvement of Group management or multiple divisions and/or
companies, the risk management supervisory section will refer the matterto a response team designated in advance, and an Emergency
Countermeasure Headquarters, chaired by the president, will beestablished. The headquarters will work to understand the situation andformulate a provisional response and, if necessary, will promptly report on
the matter to customers and related parties.

Business Continuity Plan (BCP) Formulation 
To prepare against envisioned risks that could impact the continuityof our business, Yamaha Motor has formulated the Rules of BusinessContinuity and responds as per those rules.
Yamaha Motor’s primary operations are concentrated in Shizuoka
Prefecture and could be affected if a major earthquake were to occur in
the Nankai Trough. To prepare for this, we have formulated a BCP tomaintain the continuity of business operations, based on the damage
projected by government bodies, and are placing foremost priority on the
lives and safety of our employees.
Specifically, buildings and equipment have been made earthquake andtsunami resistant; emergency stockpiles of food, water, and other essentials are maintained; emergency methods for telecommunications are inplace; and Companywide evacuation drills (including at Group companies

located nearby and night drills) and safety confirmation drills are carriedout regularly. Also, regular initial response drills are carried out at theheadquarters and individual business units, procedures to restore operations have been clarified, and a system for gathering supply chain information is in place. These and other measures addressing both tangible
and intangible effects are carried out comprehensively and continuously.
Another concern is the outbreak of a potentially global pandemic. To
prepare for this possibility, Group companies identify issues that could
affect the continuity of their operations and formulate response plans.
Drills simulating actions to be taken at various stages prior to the fullscale outbreak of a pandemic are carried out regularly, and a structure isin place to guarantee that businesses are able to continue operating.

Significant Risks at the Group Level Each year, risks that need to be prevented and addressed as special
priorities are determined to be significant risks at the Group level. In
addition to the results of risk assessment at the Group level, significant
risks at the Group level are comprehensively determined and designatedbased on factors like the Group’s business strategy, legal and regulatorychanges inside or outside the Group, changes in the operating
environment, and information concerning the likelihood of a risk
event occurring.

2020 Significant Risks at the Group Level
Background
Damage caused bynatural disasters

Cybersecurity

The degree of reliance on and the importance of information systems for theGroup’s business activities are increasing. Measures are needed to prevent
leaks of personal or confidential information, information system failures, etc.,
caused by cyberattacks and computer virus infections. Cybersecurity failurehas, therefore, been designated a significant risk.

The Group has established a Cybersecurity Policy and is taking measures coveringboth tangible and intangible aspects of cybersecurity to increase protection
against external cyberattacks, to detect such attacks at an early stage, and tominimize damage in the event of a cyberattack.

Major accidents
involving
Yamaha products

Major accidents involving Yamaha products are one of the causes of market
penalties such as large-scale recalls. The Group must make continual efforts
to reach zero incidence of such accidents. Major accidents involving Yamaha
products have, therefore, been designated a significant risk.

The Group is promoting information-gathering activities linked to productaccidents and making efforts to raise quality awareness among all employees.

Violation oflaws andregulations
concerning
product quality

Compliance with regard to product quality is a fundamental and important
issue for manufacturers. Further strengthening the structures put in placeby the Group to prevent the violation of laws and regulations is necessary.
Violations of laws and regulations concerning product quality have, therefore,
been designated a significant risk.

The Group strives to gain information regarding the establishment of andchanges to laws and regulations concerning product quality. In addition, theGroup works to create systems that reflect this information appropriately ininternal regulations and standards, while pursuing improvement activities andother efforts.

Improper import /export customs
declaration
procedures

In light of the growing number of bilateral and multilateral free trade agreements and the increasing need for appropriate import / export procedures for
global logistics among Group companies, the Group must further enhance
its systems for preventing any violations of laws, regulations, and ordinances.
Improper import / export customs declaration procedures have, therefore,
been designated a significant risk.

The Group strives to gain information regarding the establishment of andchanges to free trade agreements. In addition, the Group works to create systems
that reflect this information appropriately in internal regulations and training,
while monitoring for their appropriate implementation by Group companies.

Countries around the world have been steadily tightening regulations onenvironmentally hazardous substances, and the Group must strengthen
control structures to prevent violations of laws and regulations by the products
it manufactures. Products containing environmentally hazardous substances
have, therefore, been designated a significant risk.

The Group strives to ensure information is obtained about laws and regulations in
the countries where its products are sold, and accurate information is communicated to relevant divisions inside and outside the Company. The Group also
provides relevant training where necessary and takes steps to prevent violationsof laws, regulations, and ordinances by establishing proper control structures andmethods to address laws and regulations that grow increasingly complicated.

Products
containing
environmentally­hazardous
substances

68

Measures

Many manufacturing plants in Japan are concentrated near the epicenter of
The Group is promoting measures to prevent damage from a Nankai Troughthe predicted Nankai Trough Megaquake, and measures must be taken to
Megaquake or flooding due to heavy rains, and to raise awareness about the
prepare for typhoons, localized torrential rains, and other natural disasters that need for disaster preparedness.
far exceed previous assumptions. Damage caused by natural disasters has,
therefore, been designated a significant risk.

Yamaha Motor Co., Ltd. Integrated Report 2020

Cybersecurity 
Cyberattacks have become increasingly advanced and sophisticated inrecent years, and businesses are faced with a heightened risk of infection
by computer viruses, leakage of personal and confidential information,and information system failures. The Yamaha Motor Group has thus
established a Cybersecurity Policy with the aim of protecting the products
and services used by our customers, as well as our information assets.
In addition to the basic defensive measures already in place, such asmonthly vulnerability analysis that includes anti-malware measures, theGroup has a Security Operation Center (SOC) that monitors for irregularities to enable early detection and response, and a Computer Security
Incident Response Team (CSIRT) that responds to incidents to prepare forcontingencies. The Group also provides training to increase employees’cybersecurity literacy, conducts assessments to ascertain the situation ateach Group company and develop improvement plans, and makes otherongoing efforts to reduce cybersecurity risks.

Information Management Initiatives 
The Yamaha Motor Group formulated the Yamaha Motor Group —Personal Information Protection Policy in 2003 and complies with thelocal laws and regulations related to the protection of personal information in each of the countries in which it operates.
In Japan, in line with the 2017 revisions to the Act on the Protectionof Personal Information, we made corresponding changes to the GroupOperational Guidelines for Protecting Personal Information that was
already in effect at the headquarters and the Group’s subsidiaries. As
with measures like the General Data Protection Regulation (GDPR)
enacted by the European Union in 2018, stricter regulations for theprotection of personal information are being enacted in various countries

and the Company is working together with its regional subsidiaries
toward global compliance.
Departments handling personal information are monitored annuallyfor performance and/or subject to internal audits, and employees handling personal information undergo training and education via complianceseminars held by the risk management supervisory section and/ore-­training. The divisions in charge of risk management also provide direct
advice and guidance and other measures to ensure that customer information is handled appropriately. In fiscal 2019, no complaints were filed
by any authority concerning violations of our customers’ privacy.

Yamaha Motor Co., Ltd. Integrated Report 202069