Management Platforms

From the Chairman of the Board of Directors

At the same time, we recognize that increasing the ratio ofoutside directors with a diverse range of expertise and broad
perspectives is crucial to incorporating a wider breadth of opinions
into Board discussions. It was for this reason that we appointed Jin
Song Montesano as a new outside director, who is also Yamaha
Motor’s first non-Japanese director. This appointment has raised
the number of women on the Board of Directors to three, increasing the diversity of its membership. I hope that the outside directors will offer to the greatest extent possible their input andI will dedicate my focus to ensuring theproceedings at our Board of
Director meetings are of high quality.
Katsuaki Watanabe
Chairman and
Representative Director

advice, and point out issues based on perspectives that differ fromthe ones we hold predicated on our backgrounds mainly in B2C
manufacturing. This type of input and advice should also be avaluable asset for enhancing discussions regarding sustainability.
Furthermore, the Company has begun arranging forums foroutside directors and the president to discuss and evaluate
non-financial issues. These forums are being used to examine
succession plans for the president and other issues.

Reinforcement of Global GovernancePursuit of High-Quality Proceedings at Board of Directors Meetings
The June 2021 revision of Japan’s Corporate Governance Codeplaced more rigorous requirements on the boards of directors ofcompanies. I believe that this revision was instituted with theaim of increasing the quality of proceedings at board of directors
meetings, and in response to the new requirements, Yamaha
Motor is rolling out a range of measures for enhancing discussions regarding management issues. One is the prior distributionof information pertinent to agenda items. To fulfill this requirement, the Company has presenters prepare 15-minute videos
describing their proposals, and these videos are distributed to
Board members ahead of meetings. This approach has allowed
members to prepare and organize their thoughts for meetings
ahead of time, thereby contributing to increased quality andefficiency in meeting proceedings. These benefits also extend to
the newly commenced Management Study Group, which has
seen more beneficial discussions.
Our efforts to improve the efficiency of proceedings at Board
meetings are shaped by our desire to engage in more in-depth
discussions regarding the growth areas and new businesses
defined in the new Medium-Term Management Plan as well as
by the need to address the high-priority issue of sustainability.
The new Medium-Term Management Plan was established infiscal 2021, and from the efforts thus far, the Board of Directors
was able to focus on discussion of the core elements of the plan
throughout said period. The topics included portfolio strategies,
carbon-neutrality initiatives for pursuing sustainability, digitaltransformation methods to strengthen our management platforms, and measures for responding to the ongoing COVID-19
pandemic.
Measures for ensuring more effective discussions have included
evaluations and assessments based on self-evaluations by Board
members by employing seven evaluation criteria as well as objective evaluations by external institutions. The Board of Directors
undergoes evaluations by external institutions once every three
years and the latest such evaluation took place in fiscal 2021,
meaning that the Board was able to receive an objective assessment. It found that the Board was sufficiently functional but
required improvements in five areas, among which were discussions of portfolio strategies and carbon-neutrality initiatives. We
intend to pursue these improvements in fiscal 2022.
Other forward steps included the revision of the executive
remuneration system by the Executive Personnel Committee infiscal 2021, which entailed identifying 25 companies to serve as
benchmarks and compiling remuneration tables using the 60th
percentile of these global manufacturing companies as a standard. Any increases to executive remuneration as a result of thisrevision were allocated to performance-based compensation toheighten the ratio of such compensation to total compensation.
Based on the same thinking, we linked share-based compensation to assessments of total shareholder returns in order tobetter connect remuneration to the interests of shareholders.

Diversification of the Board of Directors
Previously, the Board of Directors comprised six internal directors
and four outside directors. However, we received approval at theOrdinary General Meeting of Shareholders held in March 2022
to change this membership to five internal directors and fiveoutside directors.
Yamaha Motor’s functions can largely be divided into four
categories: management, sales, manufacturing, and technologies.
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Yamaha Motor Co., Ltd. Integrated Report 2022

I therefore feel that the new membership arrangement is quitebalanced, with one of the five internal directors being an executive officer with a background in each of these four categories in
addition to one serving as the chairman. I look forward to seeing
these members deliver more refined and cross-organizational
management decisions while also executing duties in the businessareas that reflect their respective backgrounds.

Around 90% of Yamaha Motor’s sales originate from overseas andour global network includes more than 100 bases of operation
around the world. It goes without saying that the legal requirements can vary by country and region, and the Company has thus
maintained a global perspective when it comes to reinforcing
corporate governance. It would not be an overstatement to saythat the reinforcement of frameworks for governance within bases,
between bases and the headquarters, as well as the enhancementof the related training systems, is an important mission.
I feel confident saying that our efforts in that mission have led
to the entrenchment within bases of training programs designed
to heighten employee knowledge and awareness regarding risks.
There has also been noteworthy progress in developing frameworks for swiftly communicating the information gained throughthe resulting higher awareness to management at global bases.
Meanwhile, compliance-related matters have been adopted as

essential agenda items at all Global Executive Committee (GEC)
meetings, which serve as the forum for discussions between
leaders at our principal bases. In these meetings, base leaders
deliberate and discuss these matters amongst themselves basedon relevant case studies. Moreover, the proceedings at Board of
Directors meetings have been rearranged so that the president’s
presentation of pertinent topics at the beginning of meetings
starts with less favorable reports to instill the stating of unwelcome news first as a shared value.
In this manner, we are implementing various initiatives forreinforcing governance that encompass everyone, from frontline
employees to management at the headquarters. However, noamount of diligent effort can erase all risk factors. There is also no
end goal for governance reinforcement measures, and based on
this recognition, Yamaha Motor will maintain its commitment tofortifying its corporate governance systems going forward.

Cultivation of Human Resources for the Future
In fiscal 2022, Yamaha Motor appointed its first woman executive
officer. The Company has some 430 core positions around theworld and about half are held by local hires today, meaning that
locally hired employees are active in important roles at our bases.
In addition, base managers are being appointed to key positions
at the headquarters and the use of inter-base job rotations andother systems is brisk. Given the current condition of theCompany, I believe that there is a need to reform remunerationand other systems if we hope to allocate our human resources
more ideally and without undue consideration paid to nationality
or gender.
Personally, I am dedicated to using the Management
Committee as a venue for empowering newer employees. To thisend, I look to increase the range of opportunities for younger
employees to gain experience by giving presentations at
Management Committee meetings, as they will likely be candidates for future manager and executive officer positions someday.
I also want to facilitate a deeper understanding of our approachto human resources among outside directors through thisapproach.
Yamaha Motor is committed to always delivering new Kando
and new value as a Kando Creating Company, and in my capacity
as chairman, I aim to ensure high-quality proceedings take placeat meetings of the Board of Directors. I hope we can look forward
to the ongoing support and understanding of our stakeholders.

Yamaha Motor Co., Ltd. Integrated Report 2022

61

Management Platforms

Outside Officer Roundtable

I am sure that some companies only present a
medium-term management plan to their outside directors at astage of near completion, after which they receive opinionsfrom said outside directors in response to its content. But at
Yamaha Motor, the plan was presented to us when the frameworks were in place but not yet concrete, as if the ingredientsfor a delicious dish were still being decided on. From there,
the new Medium-Term Management Plan was evolved andtaken to completion through repeated discussions and our
feedback reflected throughout. In the process, I understandthat Yamaha Motor’s executives were occasionally inspired byour opinions, and the sense of solidarity and collaborative
spirit we had to build this plan together brought a high levelof enthusiasm to the discussions.
Kamigama

Takehiro Kamigama
Outside Director

Yuko Tashiro

Eriko Kawai

Outside Director

Outside Audit &Supervisory Board Member

Yamaha Motor’s corporate governance is making
sure-footed strides toward its goal to bea Kando Creating Company.
Outside directors Takehiro Kamigama and Yuko Tashiro, and outside Audit & Supervisory Board member Eriko Kawaishared and discussed their individual assessments of Yamaha Motor’s corporate governance systems, issues that needaddressing, as well as the duties they feel they must fulfill as members of the Board.
Kamigama Tashiro-san and I previously spoke together in
Integrated Report 2020 and this time we have outside Audit &Supervisory Board member Kawai-san joining us. Kawai-san,having served as an outside auditor with Yamaha Motor for ayear now, I would first like to hear your thoughts and impressions on your experience so far.

Kawai The discussions we have at Board meetings are very
spirited. You, Tashiro-san, and the other outside directors all
have a wealth of management experience as leaders at global
companies, so the input and comments made are extremely
practical. You all express your opinions without sugarcoating
anything or for the sake of ingratiation—and they are sometimes harsh opinions at that—but this is precisely why I feelthat the role expected of independent outside directors is
being fulfilled. Yamaha Motor’s executives are also gaining
new knowledge from the outside directors and I feel thisprovides good stimulus for them as well.

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Yamaha Motor Co., Ltd. Integrated Report 2022

Tashiro It is often the case that things considered obvious tothose in the company can be difficult for those outside it tounderstand. I think it is important for us as outside directors to
ask the kind of questions that make people at Yamaha Motor
more aware of this. As transparency with company management becomes increasingly crucial going forward, it will bethat much more vital to communicate information in waysthat investors and other outsiders can understand, so I do nothesitate to ask questions regarding things I am unsure about.
Yamaha Motor’s Medium-Term Management Plan announced
earlier this year implements portfolio management and clarifies the positioning of each business. When I began serving asan outside director, I wondered how the Company manages
such a diverse range of businesses operating in so many countries around the world, and I did not fully understand thepositioning of each business. But we outside directors participated in the process for formulating the new Medium-Term
Management Plan and were involved in the numerous discussions held at Board meetings. I believe it is a significant markof progress that the positioning of each business has been
well organized and is now easier for outsiders to understand.

Kawai On your point regarding a sense of solidarity, shortly
after I was first appointed as an outside director, the COVID19 pandemic led to all meetings of the Audit & Supervisory
Board as well as the Board of Directors being conducted
online, including any prior communications pertinent to them.
I was new to the position and because my areas of expertiseare finance and education, at the time, I felt that it would be
difficult to make up for my lack of knowledge about Yamaha
Motor’s businesses and the industry in general through web
conferencing alone. When I expressed these concerns, theCompany arranged for me to take a tour of the factoryaround when COVID-19 cases had somewhat subsided, andthey set aside time to explain Yamaha Motor’s businesses andstrategies to me. Thanks to that level of attentive support in
the beginning, I carry out my work today with a strong senseof solidarity with Yamaha Motor.

I agree with you. We now have an arrangementthat actively incorporates the opinions of outside directors.
Compared to when I first joined the Board of Directors, thesubstance of our discussions has become much richer.
Whenever I ask for an explanation of certain topics to prepare
for a discussion, I get a response in full and the materials
provided in advance are very complete. This is why I feel thatthe involvement of outside directors has grown deeper andthat our Board meetings have made big forward strides.
TashiroI serve as an outside director on the boards of several companies, and in that capacity, I have noticed that allcompanies are changing and discussions at board meetings
have become much livelier. What is expected of outside directors is naturally rising in step with that and the workload is
growing as well, but it makes me happy to see that governance at Japanese companies—Yamaha Motor included—ismoving in the right direction.
Kamigama

Tashiro Yamaha Motor has provided various opportunities for
us outside directors and actively implements our opinions.
One example is the Executive Personnel Committee. Outside
directors comprise the majority of the committee and its roles
and merits have grown every year. As Kamigama-san mentioned earlier, our workload is rising, yes, but at the sametime, we are able to confidently take on our tasks because
Yamaha Motor always responds to our suggestions withsincerity.

You all express your opinions without sugarcoating
anything or for the sake of ingratiation—and they
are sometimes harsh opinions at that—but this isprecisely why I feel that the role expected ofindependent outside directors is being fulfilled.

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63

Management Platforms

Outside Officer Roundtable

With the new Medium-Term Management Plan,
the Company’s response to sustainability wasbolstered by including non-financial KPIs alongside financial ones, among other measures.

Kawai Yamaha Motor also has another unique format for
taking in the opinions of outside directors with the CEO roundtable conference. When I first attended one, I was honestly
shocked to see how the two of you and the other outside
directors so directly expressed various opinions from such a
broad range of perspectives to Yamaha Motor CEO, Hidakasan. I think the CEO roundtable serves as an important forum
for raising the effectiveness of corporate governance at
Yamaha Motor.

We began the CEO roundtable conference in 2020
to decide whether or not the CEO will be reappointed basedon performance reviews and evaluations. It is a setting inwhich we confirm management’s execution of business duties
and the like by speaking with the CEO in person. I believe theprocess is quite effective and ensures both objectivity andfairness. We also have a meeting separate from the CEOroundtable in which only outside directors get together todiscuss issues and share opinions amongst ourselves. However,in the course of these discussions, questions or concerns manyof us shared would arise, ones we wanted to ask and confirm
directly with the CEO. So, we decided it would be a good idea
to invite Hidaka-san himself and speak with him in person, so
now he attends these meetings with us outside directors as
well. Thereafter, this has remained our approach for setting
the stage for having candid conversations.
Kamigama

The CEO roundtable conference, meetings for outside
directors to share their opinions, and similar forums undoubtedly play a vital role. We must focus on and limit our comments to discussion items at Board meetings, but these otheropportunities allow us to speak freely without worrying about
the agenda. For example, at one CEO roundtable, I asked theoutside directors to share any bad news they had first, which

has taken root as a practice. Hidaka-san now reports any bad
news at the beginning of every Board meeting. When compliance and other issues arise, the more time passes the moredifficult it becomes to address them, so by hearing the badnews first, I believe we can minimize the adverse impacts such
issues may bring.
I agree completely. Yamaha Motor has a diverse range ofbusinesses in more than 180 locations around the world
as well as numerous subsidiaries and joint ventures, so as
an auditor, that fact presents difficulties in managing risks.
However, the internal audit departments and the Company’s
permanent auditors work very hard, calling on well-­establishednetworks to gather information and endeavoring to find out
bad news as soon as possible. They immediately alert us outside auditors of the news as well, so that we can fulfill our own
roles. I hope that Yamaha Motor will continue to not only
maintain but also strengthen these key networks.
Kawai

Kamigama With the new Medium-Term Management Plan, theCompany’s response to sustainability was bolstered by including non-financial KPIs alongside financial ones, among othermeasures. We outside directors made various proposals during
the discussions concerning this, but I believe Tashiro-san’s
feedback at the time put a lot of emphasis on the diversity ofhuman resources in particular. Can you share your thoughtson this point?

customers are women and the majority of its customer base
lives outside Japan. In today’s world where unprecedented
events are occurring one after another, from the COVID-19
pandemic and Russia’s invasion of Ukraine to the escalation ofclimate change issues, I believe securing a diverse workforce
and including more people with a variety of opinions andworld views in the management team is essential for Yamaha
Motor’s sustainable growth. In recent years, the Company has
appointed more and more non-Japanese executive officers,
and in addition to Kawai-san becoming an outside Audit &Supervisory Board member, our most recently appointed outside director, Jin Song Montesano, is both non-Japanese and awoman. Hidaka-san has always been welcoming to the opinions of outside directors and takes our input very seriously.
This has helped expedite improvements to the Company’s
corporate governance and I feel that what we had hoped forhas been achieved much faster than we expected.
Kawai Regarding the promotion of women, Kyoto University,where I serve as a professor, is also struggling to hire women
professors due to the small number of women entering engineering and other science departments. I think Yamaha Motorand other manufacturing companies in Japan are facing similar problems, but it is important to not simply hire more
women, but to have everyone also experience firsthand thepositive effects hiring and promoting women brings. Tashirosan herself is helping propagate those effects through hermeetings and interviews with women employees, and I also
have high praise for the Company’s efforts in this regard. Of
course, I also have a responsibility and role to play, so throughmy expertise in human resource development, I also want tosupport and contribute to greater successes for women at
Yamaha Motor.

As you mentioned, I try to spend as much time as I canspeaking with the women that work at Yamaha Motor. I hope tobe a force for promoting the success of women at the Company
by sharing my own experiences with them, and by putting ourheads together to examine avenues for helping women excel
and for changing mindsets in the workplace, we can better
clarify the career direction each woman wants to go in.
TashiroThank you both very much for your insights. I myself
am aware of areas in which I did not put in enough effort asa leader to promote the advancement of women, so I verymuch look forward to seeing the changes both of you willbring to the Company. To bring things to a close, I would liketo share my own thoughts on Yamaha Motor. Amid the globespanning shift to electrification in the vehicle industry, I hopethat Yamaha Motor will be the first to pioneer technologies
fusing the traits of internal combustion engines and electricmotors. I feel that this is something that Yamaha Motor is
uniquely positioned to accomplish and is a personal dream ofmine. To this end, calling on my own experiences in managing
a manufacturing company, I want to act as a set of brakes bypointing out anything I am not comfortable with or feel is too
risky without hesitation, but also as a throttle to push things
forward quickly when I feel the matter is largely settled.
Adeptly using both the “throttle” and the “brakes” to accelerate the Company’s pace of progress, I would very much liketo see Yamaha Motor make my dream a reality. And as bothof you said, Yamaha Motor’s corporate governance is making
sure-footed strides, so let us continue to carry out our respective roles and contribute to fulfilling the corporate mission to
be a Kando Creating Company. Thank you very much for yourtime today.
Kamigama

This has helped expedite improvements to theCompany’s corporate governance and I feel thatwhat we had hoped for has been achieved much
faster than we expected.

Tashiro64

Yamaha Motor Co., Ltd. Integrated Report 2022

Tashiro Since early on in my tenure and at the CEO roundtableconferences as well, I have been making proposals to bringgreater diversity to the Company’s human resources, such as
the hiring and promotion of women and non-Japaneseemployees. The bulk of Yamaha Motor’s business and productportfolio is aimed at general consumers, so half of its

Yamaha Motor Co., Ltd. Integrated Report 2022

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Management Platforms

Directors and Audit & Supervisory Board Members (As of March 24, 2022)

Directors
Chairman and
Representative Director

Katsuaki Watanabe

Attendance at meetingsof the Board of Directors
14 out of 14

President andRepresentative Director

Attendance at meetingsof the Board of Directors
14 out of 14

Yoshihiro Hidaka

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)

Director

Director

Attendance at meetingsof the Board of Directors
11 out of 11(After appointment on
March 24, 2021)

April 1986:
Joined the Company
March 2019:	Senior Executive Officer, Chief General Manager ofPowertrain Unit, and Senior General Manager ofPowertrain Planning Section, Powertrain Unit
March 2021:	Senior Executive Officer and Director, Chief
General Manager of Technical Research &Development Center (to present)

Attendance at meetingsof the Board of Directors
14 out of 14

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 Directorof Yamaha Corporation
March 2014:
Outside Director (to present)
June 2015:
President of Yamaha Music Foundation (to present)
June 2017: 	Director, President and Representative Executive
Officer of Yamaha Corporation (to present)

Outside Director

Satohiko Matsuyama

Newly appointed

April 1986:
Joined the Company
March 2019:	Senior Executive Officer, Chief General Manager
of Manufacturing Center
March 2022:
Senior Executive Officer and Director (to present)
Responsible for Manufacturing, Manufacturing Technology,
Procurement, Power Products

Responsible for Creative, Research & Development, Powertrain Unit,
Vehicle Development

Director

Motofumi Shitara

Takuya Nakata
April 1981:

April 1982:
Joined the Company
March 2011:	Senior Executive Officer and Chief General
Manager of Manufacturing Center
March 2014:	Senior Executive Officer and Director, Chief
General Manager of Manufacturing Center 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
January 2022:
Chairman and Representative Director (to present)

Heiji Maruyama

Outside Director

Takehiro Kamigama

Attendance at meetingsof the Board of Directors
14 out of 14

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 of the Company (to present)
June 2018:
Outside Director of SoftBank Corp. (to present)
June 2018:
Mission Executive of TDK Corporation
March 2021:
Outside Director of KOKUYO Co., Ltd. (to present)
August 2021:	Representative Director of Gama Expert, Inc.
(to present)

Newly appointed

Outside Director

Tetsuji Ohashi

April 1986:
Joined the Company
January 2018:	Director and President of Yamaha Motor India Pvt.
Ltd. and Director and President of Yamaha Motor
India Sales Pvt. Ltd.
January 2022:
In charge of Corporate Affairs
March 2022:
Senior Executive Officer and Director (to present)

Attendance at meetingsof the Board of Directors
14 out of 14

April 1977:
Joined Komatsu Ltd.
January 2004:	President and Chief Operating Officer (COO)of Komatsu America Corp.
April 2007:
Executive Officer of Komatsu Ltd.
April 2008:
Senior Executive Officer of Komatsu Ltd.
June 2009:
Director and Senior Executive Officer of Komatsu
April 2012:
Director and Senior Executive Officer of Komatsu
April 2013:	President and Representative Director,
and CEO of Komatsu Ltd.
April 2019:	Chairperson of the Board and Representative
Director of Komatsu Ltd. (to present)
May 2019:
Vice Chair of KEIDANREN (to present)
March 2020:
Outside Director of the Company (to present)
June 2021:	Outside Director of Nomura Research Institute, Ltd.
(to present)

Responsible for Human Resources & General Affairs,
Corporate Planning & Finance Center, IT, Market Development,
Customer Experience

Outside Director

Yuko Tashiro

Attendance at meetingsof the Board of Directors
14 out of 14

June 1986:
Joined KPMG LLPJuly 1995:
Partner of KPMG LLP
November 2000:	Sourcing Leader of GE Corporate Japan of General
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.
March 2019:
Outside Director of the Company (to present)
March 2019:	Representative Director, Chairman of the boardof NEXT GOLF MANAGMENT Co., Ltd.
April 2021:	Representative Director and Chairman of the boardof Accordia Golf co., Ltd. (to present)
April 2021:	Chairman and Representative Director of NEXTGOLF MANAGEMENT CORPORATION (to present)

Outside Director

Jin Song Montesano

Newly appointed

September 1995:	Congressional Affairs Director of Korea Economic
Institute of America (KEI)
July 2001:	Corporate & Government Affairs Director,
Asia Pacific of GlaxoSmithKline plc.
July 2005:	Vice President, Communications, Asia Regionof GE Money
March 2009:	Vice President, Corporate & Government Affairs,
Asia Pacific of Kraft Foods, Inc.
July 2012:
Vice President, Global Public Affairs of GSK Vaccines
November 2014:	Executive Officer and Managing Director in chargeof Public Affairs, CSR, and Environmental Strategyof LIXIL Group Corporation
November 2014:	Senior Managing Executive Officer and Chief
Public Affairs Officer of LIXIL Corporation
February 2015:	Director, Senior Managing Executive Officer andChief Public Affairs Officer of LIXIL Corporation
September 2017:	Director, Senior Managing Director and Chief
Public Affairs Officer of LIXIL Corporation
June 2020:	Director and Executive Vice President in charge of
Human Resources, General Affairs, Public Affairs,
IR, External Affairs and Corporate Responsibility,
and Chief People Officer of LIXIL Group Corporation
December 2020:	Director and Executive Vice President in charge of
Human Resources, General Affairs, Public Affairs,
IR, External Affairs and Corporate Responsibility,
and Chief People Officer of LIXIL Corporation(to present)
March 2022:
Outside Director of the Company (to present)
Note: As of December 1, 2020, LIXIL Group Corporation and
LIXIL Corporation formed a merger (New company name:
LIXIL Corporation)

Audit & Supervisory Board Members
Audit & Supervisory Board
Member (Full-Time)

Kenji Hironaga

Attendance at meetingsof the Board of Directors
14 out of 14
Attendance at meetings of
the Audit & Supervisory Board
16 out of 16

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)

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Yamaha Motor Co., Ltd. Integrated Report 2022

Audit & Supervisory Board
Member (Full-Time)

Junzo Saito

Attendance at meetings ofthe Board of Directors
14 out of 14
Attendance at meetings of
the Audit & Supervisory Board
16 out of 16

November 1985: Joined the Company
February 2008:	General Manager of Legal & Intellectual Property
Division
April 2011: 	Representative Director and Presidentof 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 (Outside)

Masatake Yone

Attendance at meetings ofthe Board of Directors
14 out of 14
Attendance at meetings of
the Audit & Supervisory Board
16 out of 16

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
April 2000:	Lecturer at Graduate School of International
Corporate Strategy, Hitotsubashi University
September 2005: Outside Corporate Auditor of BANDAI NAMCO
Holdings Inc.
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 and Supervisory Board Member (External)of Terumo Corporation
June 2015:	Independent Director (Audit/Supervisory
Committee Member) of Terumo Corporation
March 2016:	Outside Director (Audit & Supervisory Committee
Member) of GCA Corporation (to present)
March 2019:	Outside Audit & Supervisory Board Member of theCompany (to present)
December 2019:	Outside Director of Skymark Airlines Inc. (to present)
January 2020:	Senior Counsel at Mori Hamada & Matsumoto(to present)

Audit & Supervisory Board
Member (Outside)

Eriko Kawai

Attendance at meetings of theBoard of Directors
11 out of 11
Attendance at meetings of the
Audit & Supervisory Board
13 out of 13(After appointment on March24, 2021)

October 1981: Joined Nomura Research Institute, Ltd.
September 1985: Management Consultant of McKinsey & Company, Inc.
October 1986:	Fund Manager of Mercury Asset Management/SG
Warburg plc
November 1995:	Director and Chief Investment Officer (CIO) of
Yamaichi Regent ABC Polska
July 1998:	Senior Pension Funds Administrator of Bank forInternational Settlements
October 2004:	Senior Pension Funds Administrator of Organization
for Economic Co-operation and Development (OECD)
March 2008:
Representative of Kawai Global Intelligence
April 2012:	Professor of Institute for the Promotion of
Excellence in Higher Education of Kyoto University
April 2013:	Professor of Institute for Liberal Arts and Sciencesof Kyoto University
April 2014:	Professor of Graduate School of Advanced Integrated
Studies in Human Survivability of Kyoto University
December 2017:	External Audit and Supervisory Board Member of
CMIC HOLDINGS Co., Ltd.
June 2018:	Outside Director of Daiwa Securities Group Inc.
(to present)
December 2019:	Outside Director of CMIC HOLDINGS Co., Ltd.
(to present)
March 2021:	Outside Audit & Supervisory Board Member of theCompany (to present)
April 2021:
Professor Emeritus of Kyoto University (to present)
June 2021:	Outside Director of Mitsui Fudosan Co., Ltd.
(to present)

Yamaha Motor Co., Ltd. Integrated Report 2022

67

Management Platforms

Corporate GovernanceDirectors and Audit & Supervisory Board Members (As of April 1, 2022)

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
and frameworks that enable rapid decision-making and the proper supervision and monitoring of business execution.

Executive Officers 
President and Chief Executive Officer

Yoshihiro Hidaka

Basic Views on Corporate Governance 
Senior Executive Officers

Heiji Maruyama

Satohiko Matsuyama

Motofumi Shitara

Chief General Manager ofTechnical Research &Development Center

Hirofumi Usui

Minoru Morimoto

Chief General Manager ofMarine Business Operations

President of PT. Yamaha
Indonesia Motor Manufacturing

Eric de Seynes

Hiroyuki Ota

Itaru Otani

Takuya Kinoshita

Dyonisius Beti

President of Yamaha Motor
Europe N.V.

Chief General Manager of
Solution Business Operations

Chief General Manager of Land
Mobility Business Operations,and Executive General Manager
of Motorcycle Business Unit,
Land Mobility Business Operations

Chief General Manager ofCreative Center

COO of PT. Yamaha Indonesia
Motor Manufacturing

Executive Officers

To ensure the implementation of the Company’s growth strategies for the
future, Yamaha Motor’s Board of Directors establishes an environment that
supports appropriate risk-taking and decisive decision-making by management, and it multilaterally understands and appropriately oversees issues andrisks associated with the implementation of the Company’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 as well as appropriate, transparent, and fair supervision and monitoring as the Company’s corporate governance. Accordingly, we haveformulated Corporate Governance Guidelines and put them into practice inan 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

Toshihiro Nozue

Satoshi Hirose

Takeo Noda

Toshiaki Ibata

Toyoshi Nishida

Chief General Manager ofPowertrain Unit

Chief General Manager of Quality
Assurance Center and Executive
General Manager of Customer
Experience Business Unit

Chief General Manager ofCorporate Planning &Finance Center

Senior General Manager ofDevelopment Section, Marine
Business Operations

Chief General Manager of PF Model
Unit and Senior General Manager ofMotor Sports Section, PF Model Unit

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2001: Introduction of Executive Personnel Committee (Nomination / Remuneration Committee)
Operation of Board of Directors + Management Discussion meeting
Improvementof operating
structure

Establishment of Corporate Governance Guidelines
Implementation of the Board evaluation

Norio Yamada

Tatsuya Masuda

Kenichi Muraki

Koutarou Ueda

Eishin Chihana

Chief General Manager
of IT Center

Chief General Manager ofProcurement Center

Chief General Manager of
Manufacturing Technology
CenterChief General Manager of
Manufacturing Center

Shin Yokomizo

Yasutaka Suzuki

Michael Chrzanowski

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

Deputy Chief General Manager of Land Mobility Business Operations,
Senior General Manager of Global Branding Section, Motorcycle
Business Unit, Land Mobility Business Operations

General Director of Yamaha
Motor Vietnam Co., Ltd.

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

Jeffrey Young

Kenji Komatsu

Ayako EgashiraMitsuru Hashimoto

Number of
directors

11

11

10

10

12

11

11

13

11

11

10

10

10

Chairman of Yamaha Motor
Finance Corporation U.S.A.

Deputy Chief General Manager
of Technical Research &Development Center

Executive General Manager ofRobotics Business Unit, Solution
Business Operations

Chief General Manager of
Human Resources & General
Affairs Center

Number ofinternal
directors

7

8

7

7

9

8

8

10

7

7

6

6

5

Number ofoutsidedirectors

4

3

3

3

3

3

3

4

4

4

4

4

5

Independent
outsidedirectors

3

2

2

2

2

2

2

3

4

4

4

4

5

Of whom,
women
directors

1

1

1

0

0

0

0

0

0

1

1

1

2

Abolition of takeover defense measures
2001: Introduction of executive officer system2007: Appointment of outside directors
Executive
structure

Delegation agreement with executive officers
Appointment of women directors and Audit & Supervisory Board members
Appointment of non-Japanese executive officers
Separation of chairman of the Board of Directors andchief executive officer (CEO)Deputy Executive Officers

Ben Speciale

Olivier Prevost

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

Director of PTW Manufacturing & Engineering,
Yamaha Motor Europe N.V.

Integration of stock options into stock compensation plan
Executive
remuneration
systemMedium-Term
Management
Plan

Overall revision of the system(compensation further linked toperformance and for long-term incentives)

Stabilization of a
profitable structure(V-shaped recovery in results)

Toward sustainable growth(expansion of businessscale and enhancement of
profitability)

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

Taking on the renewed
challenge of achieving
net sales of ¥2 trillion

Strengtheningof sustainability
measures

PF: Platform

68

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69

Management Platforms

Corporate GovernanceDirectors and the Board of Directors 

Corporate 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 Board of
Directors, made up of internal directors who are familiar with theCompany’s customer characteristics, products, business operations, andfunctions and of 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 members withprofessional knowledge in areas including accounting, legal affairs, andmanagement administration. Under this corporate governance system,
executive officers are appointed to execute operational duties in a timely
manner, and the Board of Directors delegates matters related to the execution of business operations to executive officers.

Organizational design

Company with Audit& Supervisory Board

Number of directors(number of outside directors)

10 (5)

Number of Board of Directors meetings infiscal 2021 (average attendance rate bydirectors)

14 (100%)

Number of Audit & Supervisory
Board members(number of outside Audit & Supervisory
Board members)

4 (2)Number of Audit & Supervisory Board
meetings in fiscal 2021
(average attendance rate by Audit &Supervisory Board members)

16 (100%)

Directors’ term of office

One year

Use of executive officer system

Yes

Optional committees of Board of Directors

Executive Personnel
Committee

AuditorErnst & Young
ShinNihon LLC

General Meeting of Shareholders
Appointment /Dismissal

Board of Directors
10 directors(including
5 outside directors)

Executive Personnel
Committee

Appointment /Dismissal
Supervision

Appointment /Dismissal

Audit

Appointment /Dismissal

Audit & Supervisory Board Members
Audit & Supervisory Board
4 Audit & Supervisory Board members(including 2 outside Audit & Supervisory
Board members)

Reporting businessexecution situations

Audit

Coordination

Coordination

External Auditor

Accounting audit

Coordination

Business Execution

President, Chief Executive Officer and Representative Director
Seeking advice /Makingrecommendations

Seeking advice /Making recommendations

Management Committee

Sustainability Committee

Instruction / Report

Yamaha Motor’s Standards for Independence
In addition to the required standards for independence established by Tokyo
Stock Exchange, Inc., the Company has stipulated its own Standards for
Selecting Independent Outside Directors / Outside Audit & Supervisory
Board Members to objectively assess the independence of its outside
directors and outside Audit & Supervisory Board members.
For the full text of the Standards for Selecting Independent
Outside Directors / Outside Audit & Supervisory Board
Members, please refer to our website.
https://global.yamaha-motor.com/ir/governance/pdf/independent_en.pdf

Board Effectiveness Evaluation 

Corporate Governance System (As of March 24, 2022)

Seeking advice /Makingrecommendations

On the basis of fiduciary responsibilities to shareholders, directors collectadequate information, understand relevant laws and regulations and othernecessary rules, actively express opinions, and discuss and make decisions at
Board of Directors meetings, Management Discussion meetings, and otherimportant meetings in order to obtain sufficient knowledge on viewpoints
and standpoints of various stakeholders, including shareholders, and toachieve sustainable growth and medium- to long-term enhancement ofcorporate value. The chairman of the Board of Directors does not hold any
specific authority and is not involved in the execution of business matters.
As a general rule, Board meetings are held monthly but may also be held if
deemed necessary.

Instruction /ReportIntegrated Auditing Division

The Board of Directors analyzes and evaluates the effectiveness of the roles
and responsibilities of the Board as a whole on a yearly basis with the
Corporate Planning Division acting as the administrative office.

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

Evaluation Process•C onduct a self-evaluation by questionnaire updated with the help of athird-party institution based on the seven evaluation perspectives for theaims of the Board of Directors• E nlist a third-party institution to conduct an investigation of the Board of
Directors, analyze the results, and hold interviews from an objective
perspective•C onduct evaluations and analyses from the perspective of the amended June
2021 version of the Corporate Governance Code• S hare the analysis-based results of the effectiveness evaluation and deliberate the issues to be addressed at Board meetings

Progress on Issues Flagged in the Previous
Fiscal Year’s Effectiveness Evaluation
Issues that were flagged in the previous fiscal year’s evaluation were “greater
deliberation of risk management by the Board,” “improvement of diversity ofBoard membership and examination of successor plans,” “greater deliberationof responses to changes in the management environment and for appropriate
risk-taking,” and “strengthened supervision of the operational status of thewhistleblowing system.”Ensuring that “bad news comes first” at Board meetings was at theforefront as the members addressed these points. In addition to creating more
opportunities for reporting on and discussing responses to changes and risks
in our business environment, including revising our medium- to long-term
strategies in response to the situation with COVID-19, the Board discussed
matters such as the diversity of our senior management, personnel training,and employee engagement.
This work led to satisfactory evaluation results in all of these areas from theperspective of what the Board of Directors is seeking to become going forward, but points for further improvement were found and it was determinedthat more work is needed.

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 meetings of the Board of Directors
6. Relationships and dialogue with shareholders
7. Dealings with stakeholders other than shareholders
Evaluation Results from Fiscal 2021
The evaluation confirmed that our Board of Directors has actively and continuously carried out effective discussions, refined our initiatives to improve ourcorporate value in the medium to long term and achieve sustainable growthamid the dramatic changes in our business environment, and is effective
enough to achieve our Long-Term Vision for 2030.
A particularly praiseworthy point is the way in which the Board of Directors
has continued to respect the feedback of outside directors and outside Audit& Supervisory Board members, and fostered a culture of open, constructive
discussions and exchanges of opinion, as they did in fiscal 2020.
Our third-party evaluation also confirmed that there were no major discrepancies between the Board’s self-evaluation and the third-party institution’s
evaluation of the Board’s effectiveness.

Points for Further Improvement of EffectivenessBased on the above analysis results, the Board of Directors is aware that work
is needed in the following areas and will address these issues in order tofunction more effectively.
Issue 1. Deepen discussions on the business portfolio
Issue 2. Implement comprehensive discussions on sustainability
Issue 3.	Strengthen the supervision of the Board of Directors with regard to thestatus of the prevalence of risk sensitivity on the ground
Issue 4.	Continue initiatives to ensure diversity, including among the Board of
Directors and company management
Issue 5.	Issues related to the operation of the Board of Directors (further
enhancement of communication opportunities between outside
directors and internal directors, hybrid meetings involving face-to-facemeetings and online meetings, ideal communication opportunities, etc.)
In addition to making ongoing improvements in the areas flagged in thisevaluation, we will incorporate the advice of the third-party institution—whichplays a regular role in our evaluation process—to further improve the effectiveness of our Board of Directors.

Internal audit

Business sectors, Functional sectors, Corporate sectors, and Subsidiaries

70

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71

Management Platforms

Corporate Governance

Executive Personnel Committee 

Audit & Supervisory Board Members and the Audit & Supervisory Board Yamaha Motor established the Executive Personnel Committee as a voluntary advisory body concerning the nomination and remuneration of members of the Board of Directors in order to improve the transparency andobjectivity of executive appointments and dismissals and the determinationof their remuneration, among other objectives. To ensure the transparencyof the deliberation process, as well as the objectivity and appropriateness ofreports to the Board of Directors, the Executive Personnel Committee iscomposed of a majority of outside directors and meets at least six times a
year, in principle.
In its role related to nominations, the committee deliberates on theappointment and dismissal of the CEO, directors, Audit & Supervisory Board
members, and executive officers, as well as on the selection of candidates
for senior management positions and their development plans, all while
confirming future management strategies and personnel requirements fortheir implementation, among other tasks. As part of its efforts to improve
corporate governance, the Company established a system for determining
executive officer appointments or dismissals based on a review and evaluation of the CEO’s own performance. Specifically, through strategic dialogue
with the CEO, the attendees of a roundtable conference (seven outside
directors and Audit & Supervisory Board members, chaired by Outside

Director Takehiro Kamigama) carry out a non-financial evaluation that
includes the CEO’s operational performance as a member of managementfrom the perspective of whether he possesses the qualities required to serveas the CEO and if he properly demonstrates those qualities. The outcome of
the conference was reported to the Board of Directors by the Executive
Personnel Committee, at which the appointment of executive officers—
including the CEO—was finalized. In this way, through a process whereby
objectivity and fairness are ensured, we will continue building up our
corporate governance in which the best and most suitable members ofmanagement execute business operations.
In its role related to remuneration, the committee deliberates on anddecides the evaluation standards and remuneration system for the CEO,directors, and executive officers. The committee also evaluates the performance of the Company overall and individuals based on their contributions
to medium- to long-term corporate growth and business performance forthe fiscal year in question. In addition, the committee deliberates on compensation linked to performance for the abovementioned senior management personnel within the limits of the total remuneration amount resolved
at the Ordinary General Meeting of Shareholders.

Identifying the Expertise and Experience Directors and Audit & Supervisory Board Members Must Possess In order for Yamaha Motor’s directors and Audit & Supervisory Board members
to fulfill their roles and responsibilities effectively, the members comprising
the Board of Directors and Audit & Supervisory Board—including outside
members—must possess sufficient knowledge and experience concerningcompany management in their respective fields. Below are areas of expertiseand experience considered vital to the Company from a management perspective, and in selecting candidate members for the Board of Directors andAudit & Supervisory Board, they must not only possess sufficient knowledge inall of these areas but also in areas where the Company expects particularly
strong performance.

Professional Qualifications and Experience of Directors and Auditors
Name

Classification

Katsuaki Watanabe

Chairman of Executive
Personnel Committee

Yoshihiro Hidaka

Members of Executive
Personnel Committee

Corporate
Management /Expertise

Audit & Supervisory Board Members

Directors

Heiji Maruyama

72

Satohiko Matsuyama

Newly appointed

Motofumi Shitara

Newly appointed

Takuya Nakata

Outside / Independent
Members of Executive
Personnel Committee

Takehiro Kamigama

Outside / Independent
Members of Executive
Personnel Committee

Yuko Tashiro

Outside / Independent
Members of Executive
Personnel Committee

Tetsuji Ohashi

Outside / Independent
Members of Executive
Personnel Committee

Jin Song Montesano

Newly appointed
Outside / Independent
Members of Executive
Personnel Committee

Manufacturing /Technology / R&D

Sales /
MarketingAccounting /Finance / M&A

IT /Digital Technology

Human Resources /Labor / Personnel
Development

Legal /
Compliance

ESG /Sustainability

RiskManagement

GlobalExperience

On the basis of fiduciary responsibilities to shareholders, Audit &Supervisory Board members and the Audit & Supervisory Board, as abody independent of the Board of Directors, request the Company andits subsidiaries to submit reports on their business activities in accordance with laws and regulations, survey the status of business operations and properties, exercise rights in respect of appointing or
dismissing an external auditor and audit compensation, attend meetingsof the Board of Directors and other important meetings, and provide
opinions as needed. Through these tasks, Audit & Supervisory Board
members and the Audit & Supervisory Board audit the legality andappropriateness of directors’ execution of duties, internal control systems, and the performance and financial position of the Company andits subsidiaries. The Audit & Supervisory Board Members’ Office, with adedicated staff of two people, has been established to assist Audit &Supervisory Board members with 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 based on
appropriateness and receive accounting audit reports in accordance withlaws 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.

Executive Officers and Management Committee, etc. 
The Company has 30 executive officers, of whom four serve concurrently as directors. The Management Committee, comprising eightexecutive officers with specific posts, has been established to deliberate
on matters of business execution, speeding up the Company’s decisionmaking process. In principle, the Management Committee meets at least
monthly, and additionally from time to time as necessary. In fiscal 2021,
24 meetings of the Management Committee were held.

Sustainability Committee Yamaha Motor has established the Sustainability Committee, comprisingeight 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 three times a year, and also holds additional
meetings if necessary.

In addition, the Global Executive Committee has been established todeliberate 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 44
members, of whom 26 are Japanese and 18 are non-Japanese. In principle, the committee meets at least once annually. In fiscal 2021, twomeetings of the Global Executive Committee were held.

Internal Auditing 
The Integrated Auditing Division, with 25 members and which reports
directly to the president and chief executive officer, has been established
as an internal auditing body to audit the appropriateness of operational
activities by the Company and its subsidiaries. In addition, internal audit
functions have been installed at major subsidiaries, working together with
the Company’s internal auditing body to audit divisions and subsidiaries

Cross-Shareholdings 
Yamaha Motor holds cross-shareholdings only when it is deemed necessary and appropriate in order to achieve growth and enhance corporate
value from a medium- to long-term perspective. For this reason, we do
not hold investment shares for net investment purposes, where the aim
is solely to derive profit from share price fluctuations and dividends. Allof the investment shares we hold are for purposes other than net investment. The Board of Directors examines each cross-shareholding annually
to determine whether the rationale of the shareholdings is appropriate,
among other points. The Board of Directors then appropriately discloses
a summary of the results. In addition, Yamaha Motor upholds a policy to
reduce cross-shareholdings if the shareholdings cannot be justified.
Based on this policy, in fiscal 2021 the Board of Directors verified theappropriateness of holding certain individual stocks and the Company
sold a portion of its cross-shareholdings.

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 by dispatching directors. We believethat maintaining and improving the shared value of the Yamaha brandby building a relationship of monitoring and collaboration with Yamaha
Corporation will contribute to the medium- to long-term enhancementof Yamaha Motor’s corporate value.

Kenji Hironaga

Junzo Saito

Masatake Yone

Outside / Independent

Eriko Kawai

Outside / Independent

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73

Management Platforms

Corporate GovernanceIndicators Related to the ROA Evaluation CoefficientRemuneration System for Executives 
In order to ensure the appropriateness as well as the transparency andfeasibility of the deliberation process regarding items relating to executive
remuneration, the Executive Personnel Committee voluntarily established by
the Company conducts pertinent examinations and reports its findings to
the Board of Directors. Decisions on remuneration amounts for each individual director are made at Board of Directors meetings according to ourbasic policy after discussions with and/or reports from the Executive
Personnel Committee. In addition, Audit & Supervisory Board members
discuss and determine the specific amounts of their base compensation.

Coinciding with the beginning of our new Medium-Term Management
Plan in fiscal 2022, we have revised the executive remuneration system in a
number of ways, including expanding performance-based compensationand introducing evaluations of materiality (important societal issues) andtotal shareholder return (TSR), and have also changed our policy for deciding the individual remuneration, etc., of directors, Audit & Supervisory
Board members, and executive officers at Yamaha Motor.

Outside directors and Audit & Supervisory Board members receive only fixedbase compensation as their roles require them to supervise and audit
Company management from an objective, independent perspective.

6.5%

12%

ROA

TSR Evaluation CoefficientCompany TSR =150%

Average closing share price in the final
month of the final year of the TSR
evaluation period (December)
100%

Performance-Based Bonuses
The representative director shall only be paid the Companywide performancebased bonus. Performance-based bonuses for other directors and executive
officers shall comprise a Companywide performance-based bonus and an
individual performance-based bonus.
Performance-Based Share Compensation
As part of ongoing reviews of the remuneration system for directors, we haveswitched from the previous system of remuneration of restricted shares—with
no attached performance conditions—to a system of performance-based
remuneration of restricted shares in which the number of shares awarded isdetermined in conjunction with the Company’s TSR. This is in order to provide
suitable incentive for further value sharing between Yamaha Motor directors
and shareholders and for the ongoing improvement of our corporate value inthe medium to long term.

Breakdown of President and Representative Director Renumeration

Compensation linked to performance
Companywide performancebased bonus (30%)

Base compensation (50%)

Share remuneration (20%)

Compensation linked to performanceNewsystem2.5%

Base Compensation
An annual base compensation is set for each executive position, one-twelfthof which is paid in cash on a monthly basis.

Remuneration Structure
Remuneration for directors at Yamaha Motor is composed of base compensation (fixed compensation), performance-based bonuses, and performancebased share compensation, and from fiscal 2022, the proportion of
performance-based compensation was raised. Renumeration for the president
and representative director is generally 40% base compensation, 30% performance-based bonuses, and 30% performance-based share compensation, andremuneration for other executive officers is set based on this precedent.

Previous
system1.0

0

Basic Policy• To be a Kando Creating Company, Yamaha Motor encourages its executives
to the maximum extent possible to perform their duties in accordance with
its Management Principles and Action Guidelines.
• Toward realizing the Company’s Long-Term Vision for 2030, executive
remuneration shall offer strong motivation for achieving managementtargets in the Medium-Term Management Plan and other plans.
• Remuneration shall function as an incentive for achieving sustainable growthof our corporate value and be shared as company profit by management
and shareholders.
• Remuneration amounts shall be set at a level capable of securing andretaining diverse, outstanding human resources suitable for the roles andresponsibilities to be carried out by our management.
• Yamaha Motor shall carry out initiatives befitting the Company to thegreatest extent possible to address important societal issues (materiality).

The Company stipulates the three-year average of ROA as indicated in thegraph.
Adjustments are made according to each indicator after deliberations by the
Executive Personnel Committee.
• Level of achievement for consolidated net sales and consolidated operating income targets• Level of progress with the Medium-Term Management Plan aimed atrealizing the Long-Term Vision for 2030
• Other events affecting corporate value and brand value• Overall progress on addressing materiality initiatives• External ESG evaluation

2.0

Companywide performancebased bonus (30%)

Base compensation (40%)

Total dividends during the
TSR evaluation period

Average closing share price in the monthprior to the start of the
TSR evaluation period (December)

Dividend-inclusive TOPIX growth rate =50%

Average dividend-inclusive TOPIX closing price in the final month of the final year of the
TSR evaluation period (December)

0%

50%

150%

100%

Average dividend-inclusive TOPIX closing price in the month prior to the start of the
TSR evaluation period (December)

200%

Company TSR ÷ growth rate of TOPIX including dividends

Executive Compensation in Fiscal 2021
In fiscal 2021, the Company’s three-year ROA average was 8.1%. However,the long-term loans payable urgently raised to address the impacts of the
COVID-19 pandemic have been excluded from the calculation. In accordance with remuneration rules, the ROA evaluation coefficient was set at1.75 after carrying out a comprehensive assessment of business performance, due to record profits following a rebound in the market triggeredby the impacts of the COVID-19 pandemic the previous fiscal year. Under
officer remuneration rules, if consolidated net income exceeds ¥150 billion,¥150 billion is used when calculating the total amount for Companywide
performance-based bonuses. As a result, the pool of funds for

Companywide performance-based bonuses for directors came to ¥499
million (consolidated net income of ¥150 billion × 0.19% × ROA evaluation
coefficient of 1.75). The pool of funds was distributed among executives inaccordance with the coefficients determined for each position.
For executive officers who do not serve concurrently as directors, thesame calculation method (consolidated net income × 0.08% × ROA evaluation coefficient) is used to calculate the pool of funds, which is then distributed among executives in accordance with the coefficients determined foreach position.

Performance-based
share compensation (30%)


Evaluation indicators: net income attributable to owners of parent, ROA (in the ROAbased evaluation, the amount is adjusted according to factors that include figures for net
sales and operating income, progress with the Medium-Term Management Plan andother directives, materiality initiatives, and an external ESG evaluation)

Relative TSR evaluation over three-year period(relative to TOPIX growth rate including dividends)* The ratio of performance-based compensation is calculated based on the base compensation.

Breakdown of Compensation Linked to Consolidated Performance
Compensation Linked to Individual Performance
Compensation Linked to Consolidated Performance
Pool of funds
Net income attributable to owners of parent
x Preset percentage of 0.14%(0.09% for executive officers who do not serve concurrently as directors)*x Evaluation coefficient based on ROA 0–2x(including adjustments based on other business performance metrics)

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

Financial Evaluation

Non-Financial Evaluation

Takes into account year-on-year comparisons and degreeof target achievement for net sales, operating income,and ROA in the division for which they are responsible

Takes into account degree of progress on initiatives in theMedium-Term Management Plan, grooming of future
executive officers and candidates for senior management
positions, and contributions to corporate value andbrand value

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)* Percentage of net income attributable to the owners of the parent has been revised from fiscal 2022, taking into account increases in the Company’s profit levels, changes to the
executive structure, and other factors.

74

Yamaha Motor Co., Ltd. Integrated Report 2022(¥ million)
Number ofapplicable
executives(persons)

Basic
compensation

Directors(excluding outside directors)

8

Outside directors
Audit & Supervisory Board members(excluding outside Audit &Supervisory Board members)

Officer classification

Compensation linked to performance

Remuneration of shareswith restriction ontransfer

Total

44

110

945

—

—

—

66

72

—

—

—

72

3

33

—

—

—

33

17

479

483

44

110

1,116

Companywide performance-based bonus

Individual performancebased bonus

308

483

4

66

2

Outside Audit & Supervisory Board
members
Total

Notes 1. The amount of base compensation mentioned above is the total compensation, etc., paid (monetary compensation) in fiscal 2021.
2. Figures include three directors and one Audit & Supervisory Board member who left their positions during this fiscal year.
3. T he amount of Companywide performance-based bonuses mentioned above is the amount paid (monetary compensation) in April 2022 based on performance, etc.,
in fiscal 2021.
4. T he amount of performance-based share compensation mentioned above is the pool of funds posted as an expense in fiscal 2021. Common stock (restricted stock) in Yamaha
Motor has been awarded as share-based compensation to directors (except outside directors) and executive officers with some conditions (for example, the stocks cannot betransferred until the director or executive officer leaves his/her position).

Yamaha Motor Co., Ltd. Integrated Report 2022

75

Management Platforms

Risk Management

Please visit our corporate website for more information on risk management.
https://global.yamaha-motor.com/about/csr/risk/

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

Fundamental Approach to Risk Management 
To carry out risk management, Yamaha Motor has established andoperates an appropriate organizational structure and set of rules, aswell as engages in risk-reduction activities. As part of regular prevention efforts, divisions responsible for risk prevention and mitigation areclarified, countermeasures for risks the Group should respond todeveloped, and activities therein conducted on a Groupwide basis.
If a major crisis situation occurs, the Emergency Countermeasure
Headquarters is established based on internal regulations and otherfactors and led by the president and chief executive officer to minimize
the damage and aftereffects.

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 theGroup, the division involved will report to the risk management supervisory
section or the divisions in charge of risk management as per standards fordetermining the level of reporting, which are set in advance. If the reported

event is of a scale significant enough to warrant the involvement of Groupmanagement or multiple divisions and/or companies, the risk management
supervisory section will refer the matter to a response team designated inadvance, and an Emergency Countermeasure Headquarters, chaired by thepresident, will be established. The headquarters will work to understandthe situation and formulate a provisional response and, if necessary, willpromptly report on the matter to customers and related parties.

Risk Management Structure 
Based on the Rules of Risk Management, the Company’s risk management structure is led by the Sustainability Committee and its subordinate council, the Sustainability Promotion Meeting, which comprises
the risk management supervisory sections and divisions charged withrisk management. The Sustainability Committee, chaired by the president and chief executive officer, monitors risks on a Groupwide basis.
The risks that need to be actively prevented and addressed as special
priorities are designated as significant risks at the Group level. In
addition to Groupwide risk assessments, these are comprehensively
judged and selected based on the Group’s business strategies, legal
and regulatory changes inside or outside the Group, information
concerning changes in the operating environment or the likelihood ofa risk event, or other developments. Accordingly, activities to addressrisks are checked and other measures taken to reduced risk on aGroupwide basis.

Risk Management Activity Cycle Risk management activities are promoted through the repetition of the
PDCA cycle as detailed on the right. The Yamaha Motor Group has
prepared a risk management ledger of all risks that need to be covered. Each risk is evaluated while judging the level of impact andpossibility of occurrence, and risk response action plans are developed
for risks that need to be addressed. The progress of these responses ismonitored over a six-month period and an annual summary of activities to address risks is compiled at the end of the fiscal year in an effort
to reduce risks.

President and chief executive officer
Seeking of advice

Business Continuity Planning 

Making of recommendations

Sustainability Committee

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

Headquarters’ divisions and Group companies• 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• Review of risk management ledger• Incorporation of changes into
activity plan for the next fiscal year
• Review of activity results• Implementation ofactivities toaddress risks

Plan

Do

Act

Check
• Monitoring of activities

Background

Measures

Pandemics

This risk was selected because the Group has experienced a pandemic with
COVID-19. In order to ensure business continuity while safeguarding the healthof employees, there is a need to reexamine the effectiveness of internal rules byreviewing the activities carried out thus far.

The Group will continue to alter its countermeasures in response to risks of the pandemic’s
spread, review the definitions of various items, revise level-based pandemic countermeasures, andotherwise improve the effectiveness of its internal rules to ensure a uniform level of countermeasures for both domestic and overseas Group companies.

Cybersecurity

The degree of reliance on and the importance of information systems within theGroup’s business activities are increasing. Measures are needed to prevent leaksof personal or confidential information, information system failures, etc., causedby cyberattacks and computer virus infections.

The Group has established a Cybersecurity Policy and is taking measures covering both thetangible and intangible aspects of cybersecurity to increase its defenses against external attacks,
to detect attacks at an early stage, and to minimize damage in the event of an attack.

Products
containing
environmentallyhazardous
substancesCountries around the world have been steadily tightening regulations onenvironmentally hazardous substances, and the Group must strengthen control
structures to prevent violations of laws by the products it manufactures.

The Group takes steps for early prevention of violations of laws, regulations, and ordinances bymaintaining an accurate understanding of legal information in relevant countries, by communicating accurate information internally and externally to relevant departments, by conducting
rank-based training, by promoting the proper management systems as well as standardizing thesteps for handling increasingly complex laws and regulations, and by efficiently utilizing IT
systems.

Improperimport/export
procedures

In light of the growing number of bilateral and multilateral free trade agreements and the increasing need for import/export procedures for global logistics
among Group companies, the Group must further enhance its system forpreventing violations of agreements, regulations, ordinances, and laws.

Groupwide structures are being developed to prevent violations of laws, regulations, andordinances by tracking information pertaining to the enactment and revision of free trade
agreements, by standardizing work processes and properly educating relevant personnel in linewith the management frameworks stipulated in the Group rules, and by monitoring the implementation status of these measures on a daily and regular basis.

Violation of
copyright laws
regardingsoftwarelicensesComputer software is protected as copyrighted work and requires proper
management. However, due to the diversification of workstyles and changes in
the operating environment, such as cloud computing, licensing systems are
becoming more complicated and the risk of violating laws and regulations, even
without intention, is increasing.

For the early prevention of software license violations, the Group is raising its levels of internal
awareness by educating managers and employees. Additionally, the Group is strengthening andestablishing IT asset management systems and their operating practices.

BriberyAnti-corruption initiatives are being ramped up in every country and region, andas the Group conducts business activities on a global scale, there is a need to
implement an effective system for early prevention of regulatory violations and tostrengthen anti-bribery measures.

Based on the Yamaha Motor Group Anti-Bribery Policy, the Group is adhering to its anti-bribery
commitment and implementing related management systems on a global basis. It also conducts
training, monitoring, and risk assessments to address anti-bribery more effectively and systematically. From 2021, the Group has been reinforcing measures in areas with a high risk of corruption
and promoting the application and establishment of activities to achieve this.

Yamaha Motor Co., Ltd. Integrated Report 2022

tangible and intangible effects are carried out comprehensively andcontinuously.
Another concern is the potential outbreak of pandemics. To prepare
for such events, Group companies have developed infection prevention
measures and identified issues that could affect the continuity of theiroperations in order to formulate response plans. In regard to the COVID-19
pandemic that has wrought havoc from fiscal 2020, we took measures inaccordance with our Business Continuity Guidelines (Novel Influenza
Version) and set up a COVID-19 Task Force headed by the president, whichcollected information, set response policies, and disseminated directives
and information. We instructed Yamaha Motor employees and theirfamilies stationed overseas in certain countries to return to Japan based on
the spread of COVID-19 infections and local medical risks. For employees
working at the headquarters, we adopted teleworking and staggered
office hours. We are implementing a thorough range of measures toprevent infections while continuing to monitor infection trends around theworld, such as the preparation of an intranet site for sharing information
between the headquarters and Group companies.

Cybersecurity Efforts 

Significant Risks at the Group Level in 2021 

76

To prepare against envisioned risks that could impact the continuity of its
business, Yamaha Motor has formulated the Rules of Business Continuity
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, the Group enacts disasterprevention and mitigation initiatives based on the damage projected bygovernment bodies. These include making buildings and equipment
earthquake- and tsunami-resistant; maintaining emergency stockpiles offood, water, and other essentials; putting emergency methods for telecommunications in place; and regularly carrying out Companywide evacuation
drills, night drills (for some departments), and safety confirmation drills at
both the headquarters and Group companies located nearby. In addition tothese measures, we have formulated a business continuity plan (BCP) to
maintain our operations while placing foremost priority on the lives andsafety of our employees. Points of obstruction to restoration efforts wereidentified and addressed, procedures to restore operations clarified withsupport personnel selected in advance, and a system for gathering supply
chain information is in place. These and other measures addressing both

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, andinformation system failures. The Yamaha Motor Group has thus established a Cybersecurity Policy with the aim of protecting the products andservices used by its customers as well as its information assets.
In addition to the basic defensive measures already in place, such as amonthly 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 to develop improvement plans, and makesother ongoing efforts to reduce cybersecurity risks. In fiscal 2021, there
were no information security or cybersecurity violations.

Information Management Initiatives 
In fiscal 2013, the Yamaha Motor Group established its Group Operational
Guidelines that stipulate Groupwide policies related to all areas of information management, including confidentiality management, document
control, protection of personal information, and management of disclosed
information. We have been carrying out activities in line with these guidelines since. The development of communications technologies and greateruse of big data as well as the enactment of new personal information
protection laws in Europe in fiscal 2018 triggered the gradual ratification ofstrict personal information laws and ordinances in various countries. In
response, Yamaha Motor revised its Information Management GroupOperations Guidelines in fiscal 2020, laying out provisions on the handlingof personal information and designating organizational roles, in particular.
Furthermore, the Group has established a structure for protecting personal
information and set rules for handling personal information (including

notification of acquisition and gaining of consent before acquisition, safety
management measures, response to inquiries into individual rights regarding personal information, and response to information leaks). Yamaha
Motor and its Group companies in countries around the world are working
together to achieve global compliance with the new guidelines.
The Yamaha Motor Group Global Privacy Policy was also revised in fiscal
2020 to promote compliance with personal information protection laws in
the countries we operate in. In relation to information management, eachyear, we monitor how information is handled among Group companies
and make recommendations based on the results. At the same time, we
conduct group training sessions, e-learning seminars, and other educational and awareness-building activities to ensure the appropriate handlingof information. In fiscal 2021, there were no allegations recognized byregulatory authorities as being violations of our customers’ privacy.

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77

Management Platforms

Compliance

Please visit our website for more information on compliance initiatives.
https://global.yamaha-motor.com/about/csr/compliance/

This section explains the Company’s compliance-related initiatives.

Compliance Structure 
The Yamaha Motor Group has established a Sustainability
Committee, chaired by the president and chief executive officer,
to create a structure to ensure legal and regulatory compliancethroughout the entire Group. The Committee deliberates plans toensure compliance, and monitors the implementation of thoseplans and the corporate culture with regard to compliance. The
outcomes of these deliberations and monitoring are reported, as
appropriate, to the Board of Directors as items deliberated by the
Sustainability Committee, together with ESG risks, and a structure
has been established to ensure their effectiveness.

Specific activities are carried out as per the ComplianceManagement Rules, and the compliance supervising section manages the Group’s overall activities.
As a way to ensure that compliance is incorporated into thecorporate culture, Groupwide compliance awareness surveys arecarried out each year to confirm the effectiveness of compliancemeasures, including the degree of understanding and scope of
implementation of the Code of Ethics, the extent to which reporting lines and hotlines are used, and the effectiveness of training
programs. Based on the results of these surveys and social trends,
the Code of Ethics Guidebook is updated annually, and the Codeof Ethics is reviewed regularly.

“import/export controls,” “Subcontracting Act related topics,”“prevention of insider trading,” “intellectual property rights,”“IT risk,” “substances of concern controls,” “harassment,” and“cybersecurity.” In addition to online training programs,
e-learning is used to provide training in a wide range of fields.
Other than the examples above, this training includes “security
trade control” and “protection of personal information.”In the 2021 compliance awareness survey, in response to thequestion, “Do you consider the Company’s compliance training to
be meaningful?” 82% of respondents answered “Yes” and 4%
answered “No.”Training in the Code of Ethics and legal and regulatory trainingis also carried out for new employees of overseas Group companies, and the results are monitored at the head office.

Compliance Training in Japan - No. of Attendees(Aggregate Attendees)
131

Executive officer training

229

Division manager training
Workplace training

18,766

Laws and regulations training

19,876E-learning

107,617

Level-specific stratified training (division manager,
manager, floor manager, new hires, mid-career hires, andtemporary staff, etc.)

2,366Compliance Training at Overseas Group Companies- No. of Attendees (Aggregate Attendees)
North
America,
Europe,Australia

Central andSouthAmericaAsia(excl. China)

China

Total

17,212

9,472

26,4001,981

55,065

Code of Ethics 
The Yamaha Motor Group has formulated and disseminatedthroughout the Group its Code of Ethics, which stipulates standards of behavior to be observed based on the Company Pledge,
passed down since the Company’s foundation, and theManagement Principles. The Code has been translated into local
languages at overseas Group companies, and an educational
video has been prepared in 11 languages for use in training at
Group companies to further familiarize all employees with theCode of Ethics. Group companies also holdtraining sessions on the Code of Ethics for
new employees.
In the 2021 compliance awareness survey,
in response to the question “Do you have afull understanding of the contents of theCode of Ethics?” 87% of respondents
answered “Yes” while 4% answered “No.”

Compliance Risk Assessment 
Our Group companies operate all over the world and there aremany laws that must be followed. A Groupwide risk assessment iscarried out each year to identify the common compliance risks
that need to be recognized, including bribery and corruption,

cartels, and security-related export controls. These risks are thenassessed at individual operating divisions and Group companies,
appropriate countermeasures are implemented, and their implementation status is monitored.

Compliance and Legal and Regulatory Training 
A compliance activity plan is formulated each year, and various opportunities are used to conduct compliance training based on this plan.
a. Compliance training as part of level-specific training
All new employees—both new graduates as well as mid-careerhires—and temporary staff take compliance training that focuseson the Code of Ethics when they join the Company. In addition,
when an employee is newly promoted to a managerial or supervisory position, division manager, or head of a business site, theytake compliance training focused on that position or function
each year or as required. This training includes examples of harassment, and how to respond when cases are brought to their attention for consultation. Thanks to activities like these, in the 2021
compliance awareness survey, in response to the question, “Whenyou are unsure of something in the course of your work, do you
place top priority on compliance?” 92% of respondents answered“Yes” and 1% answered “No.”78

Yamaha Motor Co., Ltd. Integrated Report 2022

b. Compliance training for all employees
All persons who work for Yamaha Motor take compliance training, with the aim of each employee creating a model that will
earn the trust of society for the Company as a whole by practicing
compliance. This compliance training is carried out each year(including for temporary staff), and records of attendance areretained. In addition, division managers and executive officers
who are primarily engaged in operating activities take annualcompliance training on given topics in an effort for top management themselves to implement compliance.
c. Specialized training on laws and regulations
Group training programs covering laws and regulations deemed
to entail significant risk in the execution of the Company’s business activities are carried out annually on select topics. Our legal
and regulatory training in 2021 included such topics as the“Antimonopoly Act,” “bribery of foreign public officials,”

Whistleblowing Systems (Compliance Hotlines) 
The Yamaha Motor Group has a whistleblowing system for reporting any acts that may be in violation of the Code of Ethics. The
Yamaha Motor Group Compliance Hotline for Yamaha Motor anddomestic Group companies has been carrying out integrated
management of our harassment and compliance hotlines since2020. In 2018, the Global Compliance Hotline was introduced foroverseas Group companies and since 2021, the system has beenstrengthened by broadening the scope of eligibility to use thehotline and offering the service in more languages. To make iteasy to report issues, both hotlines are established at specialized
outside institutions and accept anonymous reports. Reports that
we receive through the hotline are managed strictly as confidential information based on our internal rules. In carrying out investigations, we give consideration to protection of the personal
information of the person making the report as well as that of theperson who is the target of the report, while ensuring the confidentiality of matters related to the case in question. In the casethat misconduct is revealed through investigations, strict punishments are carried out. At the same time, we promptly executecorrective action as well as take measures to prevent recurrence.
Whistleblowing Systems (Compliance Hotlines)

Reports
made

2017

2018

2019

2020

2021

108

120

159

186

182

Through such responses, we work to prevent the occurrence ofillegal acts and misconduct and enable their early discovery.
To protect whistleblowers, internal rules clearly state that no
directors/officers/employees of the Company and the Company’sgroup companies shall treat the person making a report disadvantageously in any manner because the person made the report. We
are striving to create a system and culture of compliance by ensuring employees have a deep understanding of the whistleblowing
system, and enabling rapid and proper functioning of the system.
Yamaha Motor established a Fair Business Hotline in 2017 as acontact point for suppliers, and since 2019, its use has been
expanded to include all business partners with which we haveongoing transactions.
The number of hotlines (including consultations) received in
2021 was 182, and below is the breakdown of the hotlines.
Whistleblowing systems have also been established and operated
individually at major Group companies, based on the local laws
and regulations and other circumstances specific to each respective company.

Subjects of Reports in 2021

Percent of total

Human resources and labor relations

64%

Financial / accounting

6%

Information management

3%

Other regulatory violations

14%

Human rights violation

0%

Corruption prevention

0%

Other

13%

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79