Yamaha 2006 Annual Report Download - page 41

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Yamaha Annual Report 2006 41
Major CSR themes in fiscal 2006
Safety Guarantee safety of facilities
Quality Enhance Quality Management System
Promote customer satisfaction activities
Environment Achieve Zero Emissions of industrial waste
Help prevent global warming
Protect forests
Labor Promote occupational health and safety
Promote success of female employees
IR Promote timely disclosure of relevant information
Risk management Strengthen risk management responsiveness
Policy on large purchases of
Company shares
At the Board of Directors’ Meeting held on April
28, 2006, Yamaha established a policy
pertaining to large purchases of the Company’s
shares (anti-takeover measure). This policy
provides rules for large scale purchases,
warning the purchaser of possible anti-
takeover measures that may be taken.
The following outlines the rules pertaining to
any potential purchase of the Company’s shares
that will result in the acquisition of a 20%-or-
greater share of voting rights in the Company.
i) Sufficient information regarding the pur-
chase must be provided.
ii) An assessment period shall be given for
the Board of Directors to evaluate and
deliberate on the given information, nego-
tiate, and if necessary formulate alterna-
tive plans.
Should a large-share purchaser fail to
comply with these rules, Yamaha’s Board
of Directors may take countermeasures
against the purchaser.
The purpose of the rules is to ensure the
large share purchaser provides necessary and
sufficient information to enable shareholders to
make a decision as to whether a large share
purchase offer from any specific party is
beneficial or not to the Company and its
shareholders. The rules are not designed as a
deterrent to large share purchases so long as
the bid, even if it is deemed a hostile one, is in
the best interests of the Company and its
shareholders in terms of corporate value.
Please refer to Yamaha’s homepage for further
details.
(http://www.global.yamaha.com/news/2006/
20060428c.html)
Concrete action aimed at realizing
CSR-focused management
The CSR Committee defines the priority and
status of themes Yamaha chooses to adopt
from the various issues related to corporate
social responsibility. The following outlines the
action taken for each theme.
- Name, address, representative
of purchaser, etc.
- Outline of acquisition
Establishment of Rules for Major Acquisitions
Rules set for acquisitions of 20% or more
Policy on Response
to Proposals for
Major Acquisitions
Board
Shareholders
[1]
[2]
[3]
Purchaser
Proposal to acquire
20% or more
[1] Submit statement
of intent
[2] Submit information
on major holding
[3] Opinion, alternative
proposal
Evaluation period
(In principle 60 or 90 days)
Additional information
requested if required
- Submission of more detailed
information
- Outline of purchaser or its group
- Objective and nature of major
acquisition
- Basis for calculating purchase
price and substantiation of funds
for purchase
- Intended management policies,
business plans, etc. following
acquisition
- Other documentation the board
deems may be reasonably required