Yamaha 2015 Annual Report Download - page 32

Corporate Governance
3) Rules relating to risk control against loss
• The Company shall establish a Risk Management and Compliance
Committee as an organization carrying out deliberation on its risk
management measures, and shall establish a risk management
supervising section for developing regulations concerning risk
management of the Company and its subsidiaries, conducting risk
assessment and structuring system for monitoring the risk
management.
• Control of each serious risk factor shall be assigned to a specific
section, which shall work to mitigate the risk factor for which it is
responsible.
• The Company shall develop and operate internal regulations, etc. as
necessary to ensure integrated control of individual departmental
risk management activities.
• If a serious crisis arises, an Emergency Countermeasures
Headquarters shall be established as provided in the internal
regulations, etc., with the President and Chief Executive Officer as
its head, in order to minimize damage and negative impact from the
event.
4) Systems to ensure efficient execution of Directors’ duties
• The authority and responsibilities of the Board of Directors,
President and Chief Executive Officer and sector heads, and the
system for transferring authority between them, shall be better
defined by strengthening Board of Directors Rules, Decision-making
Rules and other important rules.
• Resolutions to be proposed at the Board of Directors’ Meetings shall
first be subject to deliberation by the Management Committee and
other committees to ensure they are appropriate and meet
procedural criteria for subsequent deliberation by the Board of
Directors.
• After the Medium-term Management Plan and the budget for the
fiscal year are formulated, management control systems such as a
“management by objectives system” shall be established to achieve
the plan’s goals and targets.
5) Systems to ensure employee compliance with acts,
regulations and the Company’s Articles of Incorporation
• The Company shall establish the Risk Management and Compliance
Committee as an organization carrying out deliberation on its
compliance measures, and shall establish a compliance supervising
section for enhancing and educating its Code of Ethics to the
Company and its subsidiaries.
• The Company shall establish an internal reporting hotline in a
third-party organization outside of the Company which enables one
to directly report on any unlawful act, or the possibility of illegal or
improper activity that could damage trust and confidence in the
Company, which directly informs Audit & Supervisory Board
Members and the President and Chief Executive Officer concerning
such report.
• 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 organizations and develop rules necessary
to ensure the maintenance of appropriate financial information, and
prepare and release reliable financial statements.
6) Systems to ensure that the Yamaha Motor Group (composed
of the Company and its subsidiaries) conducts business
appropriately
• The Company’s Group Companies Management Rules and Decision-
making Rules shall be established that define the controlling sectors
in charge of supervising each subsidiary, and the authority,
responsibilities and management methods of subsidiaries.
• In order to audit the appropriateness of operations of the Company
and its subsidiaries, an internal auditing sector shall be established
in the Company under the direct control of the President and Chief
Executive Officer. An internal auditing function shall be established
in major subsidiaries as well, and shall conduct audits of sections
and subsidiaries collaborating with the internal auditing sector of
the Company.
• Each domestic subsidiary, in principle, shall have a Board of
Directors and an Audit & Supervisory Board Member; overseas
subsidiaries shall design the governing body in accordance with
local laws.
• At least one Director of each subsidiary, in principle, shall
concurrently serve as a Director, Executive Officer, or employee of
another company in the Group.
• The section supervising financial reporting of the Company shall
provide subsidiaries with guidance and education to ensure
appropriateness of financial information.
7) Systems to report to the Company on matters concerning the
execution of duties at the Company’s subsidiaries by
Directors, employees who execute business, and any person
in an equivalent position (Directors, etc.)
• The Group Companies Management Rules of the Company
stipulates that Directors, etc. of its subsidiaries must report to the
Company on their financial status and other important information.
• The Company shall request Directors, etc. of its significant
subsidiaries to make a report on their business execution at the
Management Committee meetings, etc. of the Company on a
regular basis.
8) Rules relating to risk management against loss by the
Company’s subsidiaries and other systems
• The Company’s risk management supervising section shall set out
rules on managing risks of the Company and its subsidiaries, and
establish a system to monitor the risk assessment and its
implementation plans and results.
• The Company’s risk management supervising section shall provide
subsidiaries with guidance and education with respect to risk
management initiatives carried out by each subsidiary.
• Standards of conduct shall be set out in the internal rules, etc. to
allow the Company to promptly and adequately deal with significant
issues about the Company and its subsidiaries when they arise and
to minimize the damage from such issues.
9) Systems to ensure efficient execution of duties by Directors,
etc. of the Company’s subsidiaries
• Decision-making processes, responsibilities and authority shall be
clarified by strengthening the Board of Directors Rules, Decision-
making Rules and other important rules.
• The Group Medium-term Management Plan and the budget for the
fiscal year shall be set out.
• A common management control system shall be adopted by the
Company and its subsidiaries.
• Global Executive Committee meetings, comprising Executive
Officers of the Company and its major subsidiaries, shall be held
regularly to share information on the group management policy and
deliberate on the policy to deal with important issues.
10) Systems to ensure that the execution of duties by Directors,
etc. and employees of the Company’s subsidiaries complies
with acts, regulations and the Company’s articles of
Incorporation
• The compliance supervising section of the Company shall enhance
the Code of Ethics to be complied with by the Company and its
subsidiaries, and shall provide subsidiaries with education on
compliance.
• The compliance supervising section of the Company shall provide
subsidiaries with guidance and education in respect of compliance
initiatives taken by each subsidiary.
• The Company and its subsidiaries shall maintain a robust posture
against antisocial forces that threaten the order and safety of civil
society. The Company and its subsidiaries shall reinforce this
commitment in their Code of Ethics.
• The Company and its subsidiaries shall form organizations and
develop such rules as necessary to ensure the maintenance of
appropriate financial information, and prepare and release reliable
financial statements.
• The internal auditing sector of the Company shall work in
collaboration with the internal auditing functions of its subsidiaries
and perform audits on the system for compliance with acts and
regulations of the subsidiaries.
• Audit & Supervisory Board Members of the Company shall perform
audits on the status of Directors’ execution of duties, internal
control, risk management, measures to deal with compliance, and
asset management status, etc. of its subsidiaries in accordance with
the criteria and methodology established by the Audit & Supervisory
Board.
11) Employee to assist Audit & Supervisory Board Members
• An Audit & Supervisory Board Members’ Office shall be established
with a full-time employee dedicated to assisting the Audit &
Supervisory Board Members in the execution of their duties.
12) Employee assisting Audit & Supervisory Board Members
independence from Directors
• The internal rules provides that the authority to give instructions and
orders to the employees assisting Audit & Supervisory Board
Members shall be delegated to each Audit & Supervisory Board
Member.
• Any dismissal or personnel changes concerning the employee
assisting Audit & Supervisory Board Members in the execution of
their duties shall be approved by the Audit & Supervisory Board in
advance.
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015 Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015
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