Yamaha 2007 Annual Report Download - page 21

Yamaha Annual Report 2007 4039
The Yamaha Group aims to boost corporate value through
implementing our corporate philosophy and pursuing corporate
management that emphasizes corporate social responsibility (CSR) in
order to meet the expectations of stakeholders.
Enhancing corporate governance
Creating a management structure through the Board of
Directors and Executive Officers
The Board of Directors at Yamaha consists of eight directors,
including one Representative Director and one outside director. The
Board of Directors oversees the management function of the Yamaha
Group, with directors appointed for a fixed period of one year to
clarify management responsibilities.
Yamaha also employs an executive officer system, comprised of
16 executive officers, including one senior director and two managing
directors, to support the Company president, the chief officer in
charge of business execution.
The executive officers, who double as Company directors,
principally oversee the operational and administrative divisions, which
have been broadly divided into six groups. As part of this supervision,
they manage and direct the divisions within the groups and are
responsible for the performance of the groups. There is one executive
officer, distinct from the aforementioned, assigned to each division
within a group, each with responsibility for a key management theme.
An audit system to ensure fair and transparent
business practices
Yamaha employs an auditing system headed by its Board of
Auditors. The Board comprises two internal and two external auditors
who periodically perform comprehensive audits of all divisions and
Group Companies, and participate in Board of Directors meetings
and management meetings, with Board of Auditor meetings generally
convened once a month.
The Internal Auditing Division is under the control of the President
and Representative Director. Its role is to closely examine and evaluate
all activities undertaken at Yamaha and its Group Companies from the
perspective of legal compliance and rationality. The evaluation results
are then used to provide information for the formulation of suggestions
and proposals for rationalization and improvement.
Refining the Yamaha Group’s internal control system
Yamaha refines its internal control system to maximize efficiency in all its
business activities, improve the reliability of its accounting and financial
information, ensure full legal compliance, improve asset safeguarding,
and enhance its risk management. Yamaha and its Group Companies
created a “Group Management Charter” in June 2006, clarifying group
management policies in order to ensure responsible business conduct.
Companywide Governance Committee to strengthen
corporate governance
To strengthen corporate governance, Yamaha established the
Companywide Governance Committee, consisting of the Compliance
Committee, the CSR Committee, and the Corporate Officer
Personnel Committee.
The Compliance Committee promotes activities across the
Yamaha Group aimed at enhancing corporate management compliance
with the law and social norms. The Corporate Social Responsibility
Committee (CSR Committee) decides themes for the Yamaha Group to
promote in order to achieve greater corporate social responsibility. To
ensure a clearer, more impartial system of election, the Corporate
Officer Personnel Committee meets to consult on appointments.
Various other companywide committees have been established
to provide across-the-board response to critical risk factors that may
arise during the course of business execution.
Yamaha’s corporate philosophy
Emphasis on Corporate Social Responsibility (CSR) in Management
Commitment to Customers
Yamaha will fully satisfy the customer, by offering
high-quality products and services, which use new
and traditional technologies, as well as creativity and
artistry, and continue to be a known, trusted and
loved brand.
Commitment to Society
Yamaha will give first priority to safety, and will care
for the environment. Yamaha will be a good
corporate citizen, and observe laws and work
ethically, developing the economy, and contributing
to local and global culture.
Commitment to Shareholders
Yamaha will increase the satisfaction and
understanding of its shareholders by striving for
healthy profits and returns, and by achieving
productivity, using high-quality, transparent
management, and practicing disclosure.
Brand Slogan
CREATING ‘KANDO’ TOGETHER
Corporate Objective
Yamaha will continue to create ‘kando’* and enrich
culture with technology and passion born of sound
and music, together with people all over the world .
Commitment to Those who Work with Yamaha
Each person involved with Yamaha enhances the
Yamaha brand and creates Yamaha value. Yamaha will
develop relationships of mutual trust with all of those
who work with Yamaha in accordance with fair rules
based on social norms, and strive to be an organization
in which individuals can demonstrate their abilities fully,
have confidence, and have pride.
Appointment/dismissal Appointment/dismissalAppointment/dismissal
Companywide
Governance
Committees
Board of Directors
8 persons
(incl. 1 Outside Director)
Accounting
Auditors
Board of Auditors
4 persons
（incl. 2 Full-time Auditors）
(incl. 2 Outside Auditors)
Reports
Reports
Instruction
Auditing
Auditing
Appointment
Appointment/dismissal/
supervision
Reports
Dismissal
Judgments regarding
appropriateness of auditing
Reports
Reports
Advice
Advice
Corporate Auditors’ Office
Internal Auditing Division
Representative Director
1 person
Executive Officers
16 persons
Management
Meeting
Companywide
Special
Promotion
Committees
Promotional
Headquarters
Screening
Committee
Individual Business Divisions, Administrative Divisions, Group Companies
* ‘Kando’ (is a Japanese word that) signifies an inspired state of mind.
* For further details on CSR activities, please refer to the Yamaha CSR Report.
Implement medium-term business plan “YGP2010”
Timely and appropriate information disclosure
Emphasis on Corporate Social Responsibility (CSR)
in Management
Customers Shareholders
Those who work
with Yamaha Society
Yamaha’s CSR Initiatives
Corporate Governance Organization Structure