GOVERNANCE
INFORMATION
Corporate Governance48

Directors, Audit & Supervisory Board Members,46

and Executive Officers

56

Comments from an Outside Director

59

Yamaha Motor Co., Ltd. ⎜ Annual Report 2016

Yamaha Motor Co., Ltd. ⎜ Annual Report 201647

Corporate Governance

Basic Corporate Governance Policies

formulate the following corporate governance guidelines and put them1-3. General Meeting of Shareholders

cross-shareholdings, taking into account factors including return andinto practice in an appropriate manner.

Yamaha Motor endeavors to create an environment that enables all

associated risks.

The Company’s Management Principles and Management
Strategies

Corporate Governance Guidelines

Yamaha Motor’s corporate objective is to be a “Kando* Creating

Chapter 1

shareholders to appropriately exercise their voting rights upon due

Company.” We aspire to offer new excitement and a more fulfilling life

Ensuring shareholders’ rights and equality, and basic(2) Shareholdings of Yamaha Corporation

Agenda items of the General Meeting of Shareholders that are

Yamaha Motor was established by spinning off the motorcycle division

views on dialogue with shareholders

deemed to require a sufficient period of consideration for shareholders

from Nippon Gakki Co., Ltd. (current Yamaha Corporation). Today, thefor people all over the world. To this end, we provide unique andChapter 2

Appropriate collaboration with various stakeholders

are posted on the websites of the Tokyo Stock Exchange and thetwo companies’ management is conducted separately, with both using

high-quality products and services made available through our technology

Chapter 3

Appropriate information disclosure and ensuring

Company in a prompt manner after they are resolved by the Board of

the same “Yamaha” brand. We are undertaking various measures intransparency

Directors. The notice of convocation for the Ordinary General Meeting ofcollaboration with Yamaha Corporation through the “Joint Brand

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

Chapter 4

Responsibilities of the Board of Directors, etc.

Shareholders is dispatched at least three weeks prior to the meeting

Committee,” and under the “Yamaha Brand Charter” and “Joint Brand

and marketing,” aiming at creating “new, original and innovative ideas

Attachment 1 Standards for selecting independent outside officers

date. The notice of convocation is also posted, along with its English

Regulations.” Both companies appropriately monitor measures forand messages,” “technology that creates joy and trust among

Attachment 2 Policies to promote constructive dialogue withtranslation, on the websites of the Tokyo Stock Exchange and themutual sustainable growth through shareholdings and dispatchingCompany prior to the day on which the notice is dispatched.

Directors. We believe that maintaining and improving the shared value

to interweave human logic with sensibility by continuously striving tocustomers,” “attractive designs to express Refined Dynamism,” and“power to build up a lifetime relationship with customers.”

shareholders
For the full text of “Yamaha Motor’s Corporate Governanceof the “Yamaha” brand by building a monitoring and collaborating

Guidelines,” please visit our website:

1-4. Basic capital policies

relationship with Yamaha Corporation will contribute to the medium- to

stakeholders that “the unique style of Yamaha Motor” constitutes thehttps://global.yamaha-motor.com/ir/governance/pdf/corporate_

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

long-term enhancement of Yamaha Motor’s corporate value.

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

governance_guidelines-e.pdf

proactively make strategic investments for growth and provide our

We make ongoing efforts to gain recognition from our various

preferred choice for stakeholders. We believe that these efforts will
enable us to achieve sustainable growth and enhance our medium- tolong-term corporate value.
Under the Medium-Term Management Plan (2016–2018), we will

Chapter 1
Ensuring shareholders’ rights and equality, and basic views
on dialogue with shareholders

enhancement of corporate value. While maintaining and strengthening

1-1. Ensuring shareholders’ rights and equality

a stable financial base, we proactively make strategic investments for

We treat all shareholders equally based on the class and number ofgrowth in the following three domains: “fulfilling lifestyles,” “enjoyment

shares held by them. We provide sufficient consideration for thein personal mobility,” and “innovative technologies that harmonize with

exercise of rights allowed for minority shareholders.

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

(3) Basic policies on exercise of voting rights

strengthening a stable financial base. Major target figures are as

Yamaha Motor does not take a uniform approach in determining

follows. The Company strives to achieve these targets.

whether to approve or disapprove when exercising voting rights(1) As a guideline to build a stable financial base, an equity ratio target

associated with cross-shareholdings; instead, it thoroughly examines(2) To maintain a stable and continuous distribution of dividends as

and discusses whether the decisions contribute to the medium- to longterm enhancement of corporate value of the issuing company, andreturns to shareholders, achieve a consolidated dividend payout ratio

comprehensively assesses potential damage to its own corporate value.

of 30%.

We may request further explanations on agenda items when necessary(3) To promote the effective use of shareholders’ equity, we consider

and make decisions on approval or disapproval.

return on equity (ROE) to be one of the most important

people, society and the Earth,” to provide our shareholders withenhanced returns.

shareholders with enhanced returns while maintaining andof 40% or higher.

carry out specific measures to achieve sustainable growth and1-2. Basic views on dialogue with shareholders

management indicators, and target ROE of around 15%, which

To facilitate effective and constructive dialogue with shareholders andexceeds the capital cost.

investors, we are actively engaged in dialogue, led primarily by the

1-6. Related party transactions, transactions withcompetitors, and transactions involving any conflict ofinterests

Corporate Planning & Finance Center, and the division in charge of IR

1-5. Cross-shareholdings(1) Basic policies on cross-shareholdings

When carrying out related party transactions, transactions with

Basic Views on Corporate GovernanceTo ensure the implementation of the Company’s growth strategies for

and SR. These activities include individual meetings and briefing

Yamaha Motor’s development, procurement, production, and sales haveout appropriate procedures according to the degree of importance andthe future, Yamaha Motor’s Board of Directors establishes ansessions for shareholders and investors, which are held in a systematic

expanded globally. We believe that strengthening business relationships

the nature of those transactions as per the Board of Directors’ Rules

environment that supports management’s appropriate risk-taking andmanner in Japan and overseas. Opinions, inquiries, and otherwith business partners and maintaining stable relationships withand the Decision-making Rules, etc. The Board of Directors deliberates

decisive decision-making activities, and multilaterally understands andinformation obtained through these activities are shared with thefinancial institutions and other parties are necessary for achieving

upon and resolves these transactions to protect the interests of theappropriately oversees issues and risks associated with the

management and Directors (including Outside Directors).

President and Representative Director, the Chief General Manager of thecompetitors, and transactions involving any conflict of interests, we set

continuous growth. In considering our business strategies, businessCompany and all of its shareholders. The status of transactions is

implementation of the Company’s management strategies from the

The Company also utilizes the results of periodic shareholder

relationships with our business partners, and enhancement of ourreported to the Board of Directors, which is in charge of monitoring said

viewpoint of fulfilling responsibilities to various stakeholders including

surveys and related efforts to monitor the sufficiency of information

financial base, we intend to hold shares under cross-shareholdings

transactions.

shareholders and investors.

disclosed and appropriateness of the method of explanation forwhen it is deemed necessary and appropriate in order to enhance

fostering continuous dialogue.

corporate value from a medium- to long-term perspective.

This structure is designed to implement speedy and decisivedecision-making, and appropriate, transparent and fair supervision andmonitoring as the Company’s corporate governance. Accordingly, we

48

consideration of agenda items of the General Meeting of Shareholders.

Yamaha Motor Co., Ltd. ⎜ Annual Report 2016

We also develop disclosure policies for the management of insider
information and take appropriate measures based on those policies.

The Board of Directors annually examines medium- to long-term
economic rationality and future outlook concerning its major

Yamaha Motor Co., Ltd. ⎜ Annual Report 201649

Corporate Governance

Chapter 2
Appropriate collaboration with various stakeholders

an important risk management task, which leads to the generation of

being treated unfavorably. A Compliance Hotline, in particular, isgrowth opportunities.

established in an external third-party organization so that Audit &2-1. Relationships with stakeholders

compact engines with little environmental impact and commercialized

Yamaha Motor has consolidated subsidiaries and equity-method

Smart Power products like electrically power assisted bicycles andaffiliates in 30 countries and regions. Approximately 90% of its

electric motorcycles, conducted research and development in next

consolidated net sales are generated overseas. The Company’s

generation power sources, and promoted social contribution activities bydevelopment, procurement, production, and sales activities havemaking use of human resources, tangible assets and know-how built

expanded globally, and its products are sold in more than 200

through our business operations, while maintaining harmony with thecountries and regions. We need to be well aware that our sustainableglobal environment. Yamaha Motor continues to engage in thesegrowth and medium- to long-term enhancement of corporate value

initiatives to develop further an internal promotion system.

We have successfully delivered technological innovations inare greatly supported by the resources and efforts provided by all

The Board of Directors formulates policies on dealing with

Supervisory Board Members can directly collect information.
The Board of Directors carries out a review on the implementation
status of these whistle-blowing systems on a regular basis.

4-1. Basic views on corporate governanceYamaha Motor supplies various kinds of products and services tomarkets around the world, including sensibility-focused personal

Chapter 3
Appropriate information disclosure and ensuringtransparency

mobility for individual customers’ recreational purposes, user friendly
and practicality-focused personal mobility for travelling and transportation
purposes, marine products to be used for a wide range of applications
from recreational to business purposes, industrial robots, vehicle engines,

3-1. Appropriate information disclosure and ensuringtransparency

and unmanned helicopters for corporate customers’ business use.
Overseas sales account for approximately 90% of the Company’s

stakeholders, namely, customers, employees, business partners,

issues concerning sustainability and regularly reviews their

In order to carry out constructive dialogue with stakeholders in Japan

consolidated net sales. With the principal concept of developing andcommunities, the greater society, and the global environment that

implementation status.

and overseas, Yamaha Motor proactively provides non-financial

producing locally where the products are consumed, our development,

information like its management strategies and risk governance inprocurement, production and sales and other activities have expanded

2-4. Ensuring diversity

addition to disclosure items required by laws and regulations. We alsoworldwide.

in 2013, with Group employees around the world. “Revs your Heart” hasTo ensure sustainable growth, Yamaha Motor places importance on

strive to disclose information in English to the extent reasonably

the meaning of “uplifting and exciting your heart just like revving up anincorporating various perspectives and values reflecting different

possible. The Board of Directors strives to ensure that disclosed andflexibly responding to customer diversity, product diversity and theengine.” The slogan is trying to convey the Group’s strong wish to provide

experiences, skills, and attribution. Therefore, we aim to secure diverse

provided information is accurate, comprehensive and highly useful for

globally expanding market, we acknowledge that adequate risk-taking

exceptional value and experiences that enrich the lives of its customers

human resources.

users, and appropriately supervises the content of such disclosure.

and decisive decision-making are necessary. We also place importanceinteract with Yamaha Motor worldwide.
We have been sharing the brand slogan “Revs your Heart,” adopted

To sustainably develop operational activities that are capable ofby exceeding the expectations of all stakeholders. To this end, we think

To this end, we have established a Global Human Resourcesvery carefully about what “the unique style of Yamaha Motor” means in

Development Division at the corporate headquarters to implement

3-2. External Accounting Auditor

risks associated with the implementation of management strategies. We

our overall operations including planning, development, production andglobally common, training programs to develop senior management and

To ensure adequate audits by an External Accounting Auditor, the Board

believe it is effective to structure a corporate governance systemsales, and place great importance on the spirit of challenge.

to adopt a global human resource system designed for developing andof Directors and the Audit & Supervisory Board secure the following

consisting of the Board of Directors, made up of Directors of theon multilaterally understanding and appropriately overseeing issues andappointing individuals with a competitive edge. We also work on

systems:

Company who are familiar with the Company’s customer characteristics,

2-2. Putting Code of Ethics into practicecreating an organization that can effectively make use of global(1) To secure sufficient time to enable high-quality audits, the division in

products, business operations and functions and Outside Directors who

Yamaha Motor has formulated the “Code of Ethics,” which describes

experience and knowledge.

topics including appropriate collaboration with stakeholders, respect for

To facilitate global management, we promote talented individuals

their interests, and sound business activity ethics, and shares thesefor senior management positions regardless of nationality orwith our subsidiaries. Directors, Executive Officers and employees

background. With regard to management executives at overseas

always act in accordance with the “fair and honest business” and “rules

subsidiaries in particular, we actively promote local talent, aiming toon business activities” provided for in the Code of Ethics in daily

attain a localized ratio of 60% by 2018. At the same time, we strive toactivities, so that we can continue building a corporate culture that canstrengthen the trust of society.
The Board of Directors periodically reviews whether the Company’s

charge of finance & accounting consults with the External

have a wealth of knowledge in global corporate management, and the

Accounting Auditor in advance to decide upon an adequate auditing

Audit & Supervisory Board whose members include Outside Audit &schedule.

Supervisory Board Members with professional knowledge in areas(2) The management arranges meetings with the External Accounting
Auditor on a regular basis or when necessary upon request.

including accounting, legal affairs, and management administration.
Under this corporate governance system, Executive Officers are(3) The Audit & Supervisory Board regularly receives reports on auditing

appointed to execute operational duties in a timely manner, and thedevelop headquarters talent on an ongoing basis, to create anplans and audit progress from the External Accounting Auditor, andBoard of Directors delegates matters related to the execution oforganization that can maximize management potential by mutuallydeliberates on the content of the reports in order to adequately

business operations to the Executive Officers.

complementing experiences and skills with locally developed talent.

collaborate with the External Accounting Auditor. In addition, theIn addition, to promote career development for women, we aim toInternal Auditing Division collaborates with External Accounting

objective and spirit of the Code of Ethics, and confirms the degree of

double by 2020 the number of women in management positions as of

Auditors by exchanging information when necessary as well as

4-2. Composition of the Board of Directors and Audit &Supervisory Board

awareness of and compliance with the Code throughout the Company’s

2014, and triple by 2025. We disclose these target figures andsharing information concerning internal control and compliance.

The Board of Directors and the Audit & Supervisory Board, whichbusiness activities in Japan and overseas.

promote them.

corporate culture has been established in a way that respects the50

Chapter 4
Responsibilities of the Board of Directors, etc.

(4) If External Accounting Auditors find any fraud, inadequacy or issues

implement corporate governance in accordance with the “Basic views on

and request the Company to take appropriate actions in this respect,

corporate governance” outlined in 4-1, consist of nine Directors, four

2-3. Handling issues concerning sustainability

2-5. Whistle-blowing systems

the management, the Audit & Supervisory Board, Internal Auditing

Outside Directors (including three Independent Outside Directors), twoIssues regarding sustainability, including ongoing global warming,

Yamaha Motor has established a Compliance Hotline and a Harassment

Division, Finance & Accounting Division and Risk Management

Standing Audit & Supervisory Board Members, and two Independent

energy and water use, and conservation of biodiversity are growing in

Hotline to which employees, etc., can report any unlawful behavior or

Division take necessary measures in accordance with the degree of

Outside Audit & Supervisory Board Members. Of the seventeen Directors

intensity on a worldwide level. We believe that handling these issues isconduct that may result in harming trust in the Company, without fear ofimportance thereof.

and Audit & Supervisory Board Members in total, six are Outside Officers.

Yamaha Motor Co., Ltd. ⎜ Annual Report 2016

Yamaha Motor Co., Ltd. ⎜ Annual Report 201651

Corporate Governance

From the viewpoint of maintaining an overall balance in terms ofdiversity of customers’ special characteristics, products, businessactivities. In addition, the Board of Directors multilaterally understands

knowledge, experience and ability, and in consideration of diversity andoperations, and functions, as well as global aspects of markets.

and appropriately oversees issues and risks associated with theobjectively oversee conflicts of interest between the Company’ssize, the composition of the Board of Directors and Audit & Supervisory(4) Outside Directors shall be individuals who have experience in global

execution of management strategies from the viewpoint of fulfilling its

management and shareholders from social perspectives and from thecorporate management, professional insight in management, andresponsibilities to various stakeholders including shareholders andstandpoints of various stakeholders including shareholders and investors.

knowledge of the industry among others.

investors. We acknowledge that these tasks are their roles in supporting

They are also expected to actively provide the Company with advice on

the Company’s sustainable growth and enhancement of its corporate

management policies and improvements.

Board are defined as follows:(1) The Articles of Incorporation stipulate the number of Directors to beup to fifteen, and the number of Audit & Supervisory Board Members
to be up to five.

(5) At least one-half of Audit & Supervisory Board Members shall bemade up of Outside Audit & Supervisory Board Members, including(2) Regardless of gender, age, or nationality, executives must adequately
understand the viewpoints and standpoints of various stakeholders

those who have adequate insight in areas such as accounting, legal
affairs and management administration.

including shareholders, and must have long-term visions, abundantand brand value.

Independent Outside Directors and Outside Audit & Supervisory

To ensure prompt execution of business operations, the Board of

Board Members endeavor to understand a complete view of Yamaha

Directors appoints Executive Officers and delegates matters related toMotor’s business operations by inspecting the minutes and reference

execution of business operations to them.

materials of Management Committee meetings and other important

experience, extensive insight, and a high degree of expertise in

4-3. Roles of the Board of Directors

addition to appropriate human characteristic elements such as

To ensure the implementation of growth strategies for the future, thejudged and determined by the Board of Directors and matters to be

production and sales locations, and markets. They attend theethical views and fairness.

Board of Directors establishes an environment that supports

delegated to Executive Officers are as follows:

Management Discussion meeting held after the Board of Directors’

management’s appropriate risk-taking and decisive decision-making(1) Matters to be judged and determined by the Board of Directors

meetings on a regular basis, and the Executive Discussion meeting held

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

In accordance with the policies outlined above, matters to be

1. Determining matters provided for in laws and regulations and the

Appointment of Outside Directors and Outside Audit & Supervisory Board Members
Position

Name

Reasons for appointment

Tamotsu Adachi

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

Takuya Nakata

As President and Representative Director of Yamaha Corporation, a major shareholder of the Company, Takuya
Nakata provides management with advice and supervision as a corporate executive, and has been elected as an
Outside Director to enhance the value of the Yamaha brand name that is used by both companies. Similarly, theCompany’s President and Representative Director, Hiroyuki Yanagi, concurrently serves as an Outside Director of
Yamaha Corporation.

Outside Directors

Atsushi Niimi

Atsushi Niimi provides management with advice and supervision as an Outside Director, based on his extensive
experience and wide-ranging knowledge as a corporate executive at several global organizations. Mr. Niimi meetsthe requirements for independence stipulated by the Tokyo Stock Exchange and the “Standards for Selecting
Independent Outside Officers,” and the Tokyo Stock Exchange has been duly notified of his designation as an
Outside Officer.

Articles of Incorporation
2. Overseeing the execution of Directors’ duties

meetings, and by visiting its worldwide development, procurement,

more than once a year to openly exchange opinions on the Company’s
medium- to long-term management strategies and importantmanagement matters.

3. Determining strategies and policies
4. Determining Corporate Philosophy, Code of Ethics, Basic Policies

4-5. Responsibilities of Directors

on Internal Control, Basic Policies on CSR, Governance Policies on

On the basis of fiduciary responsibilities to shareholders, Directors

the Yamaha brand, Long-term Management Visions, Medium-collect adequate information, understand relevant laws and regulations

Term Management Plan, etc.

and other necessary rules, actively express opinions, discuss and make5. Overseeing execution of business operations

decisions at Board of Directors’ meetings, Management Discussion

Approval of annual management plans, approval of financial

meetings and other important meetings in order to obtain sufficientstatements, oversight of the execution of duties, approval ofknowledge on viewpoints and standpoints of various stakeholders

internal auditing plans, oversight of the status of development of

including shareholders, and to achieve sustainable growth and medium-

internal control systems and risk management systems in

to long-term enhancement of corporate value.

accordance with Basic Policies on Internal Control, etc.
(2) Matters to be delegated to Executive Officers
1. Matters related to the execution of business operations

4-6. The Board evaluation
Pursuant to Yamaha Motor’s Corporate Governance Guidelines, theFormulating the Medium-Term Management Plan, annual

Board of Directors analyses and evaluates the effectiveness of roles andHaving served as representative director at several major companies, Genichi Tamatsuka provides managementwith advice and supervision as an Outside Director, based on his extensive experience in corporate management
and wide range of insights. Mr. Tamatsuka meets the requirements for independence stipulated by the Tokyo Stock
Exchange and the “Standards for Selecting Independent Outside Officers,” and the Tokyo Stock Exchange has been
duly notified of his designation as an Outside Officer.

management plans and other plans and decision-making on the

responsibilities of the Board as a whole on a yearly basis. The analysis

execution thereof, preparing the draft of financial results,

and evaluation are carried out from the following perspectives and aformulating individual business strategies, decision-making on thesummary of the results is appropriately disclosed.

execution of operations such as development, production and(Evaluation perspectives)

sales, developing risk management systems, and other related

1. Roles and responsibilities of Directors and the Board of Directors

Tomomi Yatsu

Tomomi Yatsu uses her significant expertise as a certified public accountant and attorney as well as her knowledge andexperience as an outside officer for a corporation in performing her duties as one of the Company’s Audit & Supervisory
Board Members (Outside). Ms. Yatsu meets the requirements for independence stipulated by the Tokyo Stock Exchange
and the “Standards for Selecting Independent Outside Officers,” and the Tokyo Stock Exchange has been duly notified
of her designation as an Outside Officer.

matters.

2. Relationships between the Board of Directors and senior

Masahiko Ikaga

Masahiko Ikaga uses his significant expertise as a certified public accountant, as well as his extensive experienceand wide-ranging knowledge as a corporate executive, in performing his duties as one of the Company’s Audit &Supervisory Board Members (Outside). Mr. Ikaga meets the requirements for independence stipulated by the Tokyo
Stock Exchange and the “Standards for Selecting Independent Outside Officers,” and the Tokyo Stock Exchange has
been duly notified of his designation as an Outside Officer.

Genichi Tamatsuka

Outside Audit &Supervisory Board
Members

52

Independent Outside Directors are expected to independently and

Yamaha Motor Co., Ltd. ⎜ Annual Report 2016

2. Other matters delegated by the Board of Directors, excluding
matters to be judged and determined by the Board of Directors

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

4-4. Independent Outside Directors

Directors

Yamaha Motor appoints Independent Outside Directors in accordance

5. Deliberation at the meetings of the Board of Directors

with its “Standards for Selecting Independent Outside Officers,” which

6. Relationships and dialogue with shareholders

are disclosed to the public.

7. Dealing with stakeholders other than shareholders

Yamaha Motor Co., Ltd. ⎜ Annual Report 201653

Corporate Governance4-7. Executive Personnel Committee
Yamaha Motor has established an Executive Personnel Committee as

4-8. Remuneration system for Directors and Executive
Officers

a voluntary advisory body of the Board of Directors, to improve

The remuneration plan for Directors and Executive Officers consists oftransparency and validity in nominating candidates for executive

basic compensation (a monthly compensation), compensation linked topositions, and to determine their remuneration.

the individual performance, a stock compensation plan reflecting the

The Executive Personnel Committee deliberates matters including

Director or Audit & Supervisory Board Member received more than ¥100 million in aggregate remuneration and othercompensation

bonuses of Directors and Executive Officers reflecting short-term

remuneration and bonus plans, composition of Directors, Audit &consolidated performance. A stock compensation plan allows Directors

Supervisory Board Members and Executive Officers, and the evaluationand Executive Officers to acquire the Company’s shares monthly at aof Executive Officers. The Executive Personnel Committee reports to thecertain amount (via the Director Shareholding Association) and to hold

Board of Directors.

them during their term of office. This stock compensation plan isintended to be linked to shareholder value. Directors’ bonuses arecalculated, up to a maximum of 0.5% of consolidated net income, insenior executive positions including the Chief Executive Officer.
The Executive Personnel Committee consists of Representative

Compensation linked to performance
Name

Company’s medium- to long-term consolidated performance, andcandidates for executive positions, the remuneration system,

The Executive Personnel Committee also evaluates candidates for(Millions of yen)correlation with consolidated net income and return on assets for the

Directors and Outside Directors of the Company, and the current

previous fiscal year, as well as taking into account factors including

members are as follows:

dividends to shareholders and the level of consolidated performanceagainst the budget.

Chairman: President and Representative Director

Hiroyuki Yanagi

Based on the policies outlined above, the Executive Personnel

Committee member: Representative Director

Takaaki Kimura

Committee deliberates on the level, structure and allocation of basic

Committee member: Outside Director (Independent)

Tamotsu Adachi

compensation, compensation linked to individual performance, andCommittee member: Outside Director

Takuya Nakata

the stock compensation plan for Directors and Executive Officers, asCommittee member: Outside Director (Independent)

Atsushi Niimi

well as Directors’ and Executive Officers’ bonuses. The process andCommittee member: Outside Director (Independent)

Genichi Tamatsuka

results are proposed to the Board of Directors. The Board of Directors
discusses the proposals from the Executive Personnel Committee andmakes decisions.

Officerclassification

Company
Basicclassification compensation

Directors’
bonusesCompensation linked toeach Director’s individual
performanceStockcompensation
plan

Total

Hiroyuki Yanagi

Director

The Company

80

70

—

11

162

Takaaki Kimura

Director

The Company

68

60

—

9

138

4-9. Roles and responsibilities of Audit & Supervisory Board
Members and the Audit & Supervisory Board
On the basis of fiduciary responsibilities to shareholders, Audit &4-11. Status of Directors and Audit & Supervisory Board
Members who also serve as directors, etc., at othercompanies

Supervisory Board Members and the Audit & Supervisory Board, as a

When Directors and Audit & Supervisory Board Members serve as

body independent from the Board of Directors, request the Company

executives of listed companies other than Yamaha Motor, the number ofand its subsidiaries to submit reports on their business activities inthese positions shall be within a reasonable extent in consideration ofaccordance with laws and regulations, survey the status of businesstheir own fiduciary responsibilities. The status of Directors and Audit &operations and property, exercise rights in respect of appointing or

Supervisory Board Members who also serve as directors, etc., at otherdismissing an External Accounting Auditor and audit compensation,companies is disclosed every year in the Business Report and Reference

attend meetings of the Board of Directors and other important meetings,

Documents of the “Notice of the Ordinary General Meeting ofand provide opinions as needed. Through these tasks, Audit &Shareholders” posted on the Company’s website.

Supervisory Board Members and the Audit & Supervisory Board audit
internal control systems, and the performance and financial position of

4-12. Training for Directors and Audit & Supervisory Board
Members

the Company and its subsidiaries.

(1) Directors and Standing Audit & Supervisory Board Members are

the legality and appropriateness of Directors’ execution of duties,

required to attend a third-party-hosted training program upon their

Remuneration for Directors and Audit & Supervisory Board Members
Remuneration for Directors and Audit & Supervisory Board Members for fiscal 2016 is as follows:(Millions of yen)Compensation linked to performance
Officer classification

Directors (11)Basiccompensation
351

Directors’
bonuses
228

Compensation linked toeach Director’s individual
performance
32

Stock
compensation
plan
53

Total

665

(25)

―

̶

―

(25)

Audit & Supervisory Board Members (4)

77

―

―

―

77

Of which, Audit & Supervisory Board
Members (Outside) (2)

(18)

―

―

―

(18)

429

228

32

53

743

Notes: 1. The annual amount of remuneration for Directors excluding Directors’ bonuses shall be ¥540 million or less (including ¥50 million or less for Outside Directors), and the annual amount of
remuneration for Audit & Supervisory Board Members shall be ¥90 million or less.
2. The above Directors’ bonuses in Compensation linked to performance are the amount scheduled to be paid.
3. In addition to the remuneration listed above, ¥39 million was paid as salaries to Directors who serve concurrently as employees.

54

Yamaha Motor Co., Ltd. ⎜ Annual Report 2016

appointment, to deepen their understanding of their respective

In order for Outside Directors and Audit & Supervisory Board Members

attending this training is borne by the Company.

to contribute actively to discussions of the Board of Directors, meetings

Of which, Outside Directors (3)Total

4-10. Cooperation between Outside Directors and Audit &Supervisory Board Members

duties and responsibilities, and corporate governance. The cost of(2) Opportunities for briefings and question-and-answer sessions

are held on a regular basis so that Outside Directors can collectconcerning the status of corporate governance, transitionalsufficient information without affecting their independence, exchange

management changes, management issues, and progress under the

information, and share understanding from their independent andMedium-Term Management Plan, etc., are provided to the candidates

objective perspectives.

for Outside Directors and Outside Audit & Supervisory Board Members

To enable Outside Directors and Audit & Supervisory Board
Members to obtain necessary information and adequately communicate,coordinate, and collaborate with the management, the Audit &before their appointment to help them gain an overall understanding of
the present situation and awareness of issues.
(3) All Directors and Audit & Supervisory Board Members attend theSupervisory Board Members’ Office assists with the duties of theManagement Discussion meeting held after meetings of the Board of

Corporate Planning Division and Audit & Supervisory Board Members.

Directors, and the Executive Discussion meeting held more thanonce a year. These committees provide opportunities to openly
discuss and exchange opinions and information on Yamaha Motor’s
medium- to long-term management strategies and importantmanagement issues, through which they can mutually sharpen the
management sense.

Yamaha Motor Co., Ltd. ⎜ Annual Report 201655