Yamaha 2015 Annual Report Download - page 31

positions, and to determine their remuneration.
The Executive Personnel Committee deliberates matters including
candidates for executive positions, the remuneration system,
remuneration and bonus plans, composition of Directors, Audit &
Supervisory Board Members and Executive Officers, and the
evaluation of Executive Officers. The Executive Personnel Committee
reports to the Board of Directors.
The Executive Personnel Committee also evaluates candidates for
senior executive positions including the Chief Executive Officer.
The Executive Personnel Committee consists of Representative
Directors and Outside Directors of the Company, and the current
members are as follows:
Chairman: President and Representative Director Hiroyuki Yanagi
Committee member: Representative Director Takaaki Kimura
Committee member: Outside Director (Independent) Tamotsu Adachi
Committee member: Outside Director Takuya Nakata
Committee member: Outside Director (Independent) Atsushi Niimi
Audit & Supervisory Board Members and the Audit & Supervisory
Board
The Audit & Supervisory Board Members are made up of two (2)
Standing Audit & Supervisory Board Members and two (2) Outside
Audit & Supervisory Board Members. On the basis of fiduciary
responsibilities to shareholders, Audit & Supervisory Board Members
and the Audit & Supervisory Board, as a body independent from the
Board of Directors, request the Company and its subsidiaries to
submit reports on their business activities in accordance with laws
and regulations, survey the status of business operations and
property, exercise rights in respect of appointing or dismissing an
External Accounting Auditor and audit compensation, attend meetings
of 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 and
appropriateness of Directors’ execution of duties, internal control
systems, and the performance and financial position of the Company
and its subsidiaries. An Audit & Supervisory Board Members’ Office,
with a dedicated staff of two (2) persons, has been established to
assist the Audit & Supervisory Board Members with their audit and
supervisory operations. In principle, the Audit & Supervisory Board
meets monthly, and additionally from time to time as necessary.
Executive Officers and Management Committee, etc.
The Company has twenty-nine (29) Executive Officers, of whom eight
(8) serve concurrently as Directors. A Management Committee,
comprising eleven (11) Executive Officers with specific posts, has
been established to deliberate on matters of business execution,
speeding up the Company’s decision-making process. In principle, the
Management Committee meets at least monthly, and additionally from
time to time as necessary.
In addition, a Global Executive Committee has been established to
deliberate on important management policies and issues related to
the Group’s management. The Global Executive Committee includes
the Company’s President and Chief Executive Officer, all Executive
Officers with specific posts, and senior local managers of major Group
companies, and has thirty-seven (37) members, of whom twenty-five
(25) are Japanese and twelve (12) are non-Japanese. In principle, the
Global Executive Committee meets at least once annually, and
additionally from time to time as necessary.
Risk Management and Compliance Committee
A Risk Management and Compliance Committee, comprising eleven
(11) Executive Officers with specific posts, has been established to
deliberate measures related to risk management and compliance. In
principle, the Risk Management and Compliance Committee meets at
least twice annually, and additionally from time to time as necessary.
Internal auditing
The Integrated Auditing Division, with twenty-six (26) members and
reporting directly to the President and Chief Executive Officer, has
been established as an internal auditing sector to audit the
appropriateness of operational activities at the Company and its
subsidiaries. In addition, internal audit functions have been installed at
major subsidiaries, working together with the Company’s internal
auditing sector to audit divisions and subsidiaries.
Basic Policy Regarding the Internal Control
System and the State of Its Development
The Company, in accordance with the Companies Act and the
Ordinance for Enforcement of the Companies Act, passed a resolution
at a Board of Directors’ meeting regarding development of a system
to ensure the conduct of its business is appropriate. The Company
considers risk management and compliance its most important
issues, and is therefore continuing to develop the internal control
system.
1) Systems to ensure the Directors compliance with acts,
regulations and the Company’s Articles of Incorporation
• The Board of Directors shall supervise Directors in the
implementation of their responsibilities, to ensure that they exercise
the duty of care and duty of loyalty to the standard of good
administrators. The Board is also charged with ensuring that all
Directors’ activities are lawful.
• Audit & Supervisory Board Members, in accordance with the criteria
and methodology established by the Audit & Supervisory Board,
shall audit the business conduct of the Directors.
• The Company shall maintain a robust posture against antisocial
forces that threaten the order and safety of civil society. The
Company shall reinforce this commitment in its Code of Ethics.
• The Company shall form such organizations and develop such rules
as necessary to ensure the maintenance of appropriate financial
information, and prepare and release reliable financial statements.
2) Maintenance and administration of information concerning
the business conduct of Directors
• Documents and other forms of information on the business conduct
of Directors shall be prepared, maintained and administered
appropriately by establishing and operating necessary arrangement
involving internal regulations.
• Confidential information including documents and other forms of
information on the business conduct of Directors shall be handled
appropriately by establishing and operating necessary arrangement
involving internal regulations.
• The Company shall form such organizations and develop such rules
as necessary to ensure timely and appropriate disclosure of
significant company information.
Yamaha Motor’s Corporate Governance System and Internal Control System (As of March 28, 2016)
Business sectors, Functional sectors, Corporate sectors, Subsidiaries
Board of Directors
11 Directors
(including 3 Outside Directors)
President, Chief
Executive Officer and
Representative Director
Executive Personnel
Committee
Appointment/Dismissal
Seeking advice/
Making recommendations
Seeking advice/
Making recommendations Seeking advice/
Making recommendations
Instruction/Report
Instruction/Report
Business
Execution
Audit Coordination
Appointment/Dismissal Appointment/Dismissal
Accounting audit
Internal audit
Audit Coordination
Appointment/
Dismissal
Supervision
Reporting business
execution situations
Management Committee
Risk Management and
Compliance Committee
Integrated
Auditing
Division
Audit & Supervisory Board
Members
Audit & Supervisory Board
4 Audit & Supervisory Board Members
(including 2 Outside Audit & Supervisory
Board Members)
External Auditor
General Meeting of Shareholders
Corporate Governance
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015 Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015
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