Yamaha 2015 Annual Report Download - page 35

Corporate Governance
Special Resolution Requirement for the
General Meeting of Shareholders
The Company has stipulated a special resolution requirement at the
General Meeting of Shareholders in the Articles of Incorporation, in
accordance with the provision of Paragraph 2 of Article 309 of the
Companies Act, as follows: The resolution shall be authorized by a
two-thirds (2/3) majority of the voting rights held by the holders of
shares present at the General Meeting of Shareholders. These voting
shareholders must hold shares representing, in the aggregate, not
less than one-third (1/3) of the voting rights of all shareholders
entitled to exercise the rights.
This relaxes the number of required votes for special resolutions
at any General Meeting of Shareholders, enabling shareholder
meetings to progress smoothly.
Improving Investor Relations (IR)
The Company has been aggressively pursuing IR activities worldwide,
designed to ensure accountability by providing shareholders and
investors with appropriate, accurate, and timely information regarding
the Company’s management performance and business operations.
Specific activities include quarterly financial results briefings, “IR road
shows” for overseas investors, briefings to explain the Company’s
businesses, efforts to improve information disclosure on the IR
website, individual meetings with analysts and media interviews.
Equity Holdings
1) Total number of companies and amounts on the balance sheet
for equity holdings that are not held for the purpose of pure
investment
69 companies ¥54,946 million
2) Companies, number of shares, balance sheet amounts, and
purpose of holding for equity holdings that are not for pure
investment
(Millions of yen)
Offi cer classifi cation Basic
compensation
Compensation linked to performance Stock
compensation
plan
Total
Directors’
bonuses
Individual
performance-linked
Directors (14) 303 216 43 48 612
Outside Directors (4) (25) — — — (25)
Audit & Supervisory Board Members (7) 77 — — — 77
Outside, Audit & Supervisory Board Members (3) (18) — — — (18)
Total 381 216 43 48 689
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 Directors’ bonuses under “Compensation linked to performance” are the amounts scheduled to be paid.
3. The fi gures above include amounts for three Directors and three Audit & Supervisory Board Members who retired as of the closing of the 80th Ordinary General Meeting of Shareholders,
held on March 26, 2015.
4. In addition to the remuneration shown above, ¥66 million was paid as employee salaries to Directors concurrently serving as employees.
(Millions of yen)
Name Offi cer
classifi cation
Company
classifi cation
Basic
compensation
Compensation linked to performance Stock
compensation
plan
Total
Directors’
bonuses
Individual
performance-
linked
Hiroyuki Yanagi Director The Company 80 69 — 11 161
Takaaki Kimura Director The Company 68 59 — 9 137
3) Director or Audit & Supervisory Board Member received more than ¥100 million in aggregate remuneration and other compensation
Matters to Be Resolved at the General Meeting
of Shareholders That Can Be Adopted at the
Board of Directors’ Meeting
1. The Company’s Articles of Incorporation stipulate that the Company
may, by a resolution of the Board of Directors, acquire its own
shares, in accordance with the provisions of Paragraph 2 of Article
165 of the Companies Act. This is to ensure that the Company can
acquire its own shares through market transactions or other
methods and implement a flexible capital policy response to
changes in the management environment.
2. The Company’s Articles of Incorporation stipulate that in
accordance with the provisions of Paragraph 1 of Article 426 of the
Companies Act, the Company may, by a resolution of the Board of
Directors, exempt its Directors (including former Directors) and
Audit & Supervisory Board Members (including former Audit &
Supervisory Board Members) from liabilities for damages arising
from negligence of their duties, within the limits prescribed by laws
and regulations. This is to ensure that Directors and Audit &
Supervisory Board Members can successfully fulfill their expected
roles.
3. The Company’s Articles of Incorporation stipulate that the Company
may, by a resolution of the Board of Directors, pay interim
dividends, with June 30 of each year designated as the record
date, in accordance with the provisions of Paragraph 5 of Article
454 of the Companies Act. This allows the Company flexibility in
returning profits to shareholders.
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015 Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015
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