Yamaha 2007 Annual Report Download - page 22

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Emphasis on Corporate Social Responsibility (CSR) in Management
41 Yamaha Annual Report 2007 42
New policy concerning large purchase of
Company shares
The Company introduced its “Policy on Large Purchases of
Company Shares (Anti-Takeover Measures)” on April 28, 2006, for
the purpose of securing and enhancing the corporate value of the
Company and the common interests of shareholders. In order to
reflect the will of shareholders more faithfully and completely,
Yamaha reviewed this policy at the Board of Directors Meeting on
April 27, 2007, and thereafter put into effect a new policy (anti-
takeover measures) for large purchases of Company shares upon
approval of the shareholders at the Ordinary General Shareholders’
Meeting held on June 26, 2007.
The rules of the policy state that any person offering to
purchase shares with the objective of obtaining a holding ratio of
shares of 20% or greater shall, prior to executing such purchase,
submit all of the information needed for an independent committee
comprised of outside directors and knowledgeable persons outside
the Company to examine the details of the purchase. The
independent committee shall then make a recommendation to the
Board of Directors concerning whether or not to implement
countermeasures, and the Board will honor this judgment and
adopt a resolution accordingly. The implementation of the anti-
takeover measures is subject to the approval of the shareholders in
order to respect the intention of the shareholders more fully.
The purpose of these rules is to ensure in the event of an
unexpected large share purchase, that the 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.
For further details, please refer to Yamaha’s homepage.
(http://www.global.yamaha.com/news/2007/20070427b.html)
Promoting compliance in management
Establishing a Code of Conduct and promoting compliance
Yamaha Corporation is aiming to achieve a high level of
compliance management by complying not only with the law but
also with social norms and corporate ethics.
To do so, in April 2003, we established a Compliance
Committee and created the Compliance Code of Conduct,
which outlines important rules of conduct. Explanatory meetings
were held in each workplace to familiarize all group directors and
employees (including temporary staff and contract employees)
with its contents. In addition, the Compliance Help Line was
established, through which the Compliance Committee and
outside legal advisors provide a consultation and information
system for matters related to compliance.
A compliance survey is also periodically conducted to
identify potential risks or problems in the compliance
requirements, and to assess group employee awareness of
these requirements. The results of the three surveys
conducted thus far are reflected in present Company
compliance measures.
Revisions were made to the Compliance Code of Conduct
in April 2006. Meetings were subsequently held in all workplaces
to familiarize employees with the new code. These revisions
included additions regarding the prohibition of forced and child
labor, the prohibition of discrimination and respect for human
rights, and other information essential for Group Companies with
overseas business interests. Information regarding new laws,
such as personal information protection laws, and revisions to
existing laws was also included.
To help the Yamaha Group conform to the laws and
social norms of countries in which it has offices, the revised
version is now being used as the basis for the creation of
regional and international editions of the Compliance Code of
Conduct. By June 2007, versions for no less than 12
countries had been completed.
Initiatives for our customers
Compliance with worldwide safety standards
The Yamaha Group has established a system that ensures
compliance with product quality and safety laws and regulations
in order to provide our customers with a reliable product.
The Yamaha Group gathers information on worldwide
safety standards for electric and electronic products and
performs inspections to ensure that Yamaha Group products
are in compliance with the required standards. By compiling a
database of the results of these inspections, the Company has
made it possible to instantly confirm whether a product is in
compliance from any group site in the world.
To further improve the efficiency and accuracy of these
inspections, a quality assessment facility equipped with state-of-
the-art electromagnetic wave measurement equipment and
various other types of measurement and assessment devices
was established at Yamaha headquarters in May 2006. The
Company has also compiled the “Indication Guide” to provide
clear standards for the display of product safety information on a
product and ensure the correct labeling of Yamaha products.
Quality creation from a customer perspective
A motor-driven, self-propelled fader* equipped in professional-
use digital mixers enables key user interface somewhat akin to
the keyboard in electronic musical instruments. In developing
the fader system, Yamaha applied quality engineering that fuses
technologies related to controlling mechanism, controlling circuit
and controlling software. Development began with a numerical
definition of the ideal movement of the fader from a customer
perspective. Systematic testing and analysis provided the basis
for a combination of “strong” control parameters that ensure
fading is as close to perfect as possible, even under diverse
environments used for digital mixing consoles.
A fader system designed in this manner guarantees
outstanding performance and quality in terms of self-propelled
speed, precision in stopping,
consistency in movement and
quietness, even in diverse user
environments. It thus provides a
high-quality, reliable user
interface.
Initiatives for those who work with Yamaha
Passing on skills through the Skill Registration System
Yamaha is working to pass on technical skills to the next
generation, a problem faced by most Japanese factories.
In October 1996, Yamaha established the Skill Registration
System to make a record of vital skills in each division that need
to be preserved and passed on to younger employees. The
system is based on a list of vital skills, who needs to learn them,
and a deadline for learning them. The “From-To Program” was
also started in October 1998. This program pairs up veteran
workers with less-experienced personnel, and sets a goal and an
action plan to achieve it. As of the end of fiscal 2007, there were
around 120 such pairs moving forward on their action plans.
After they complete their action plan, both people file an
“Activity Report” with the Human Resources Division. This
record shows how each of them achieved their goal, which
helps to pass on the skill of how to pass on skills.
Fair selection and evaluation in partner relationships
The Yamaha Group views suppliers and subcontractors as
partners in our quest to achieve our business goals, and as such
we practice fair dealings based on mutual trust.
When dealing with other companies, we strictly adhere to
the law and Company regulations and standards of fair selection
and evaluation. Under the banner of open procurement, we
ensure open, fair and unbiased dealings, and a basic policy of
conserving natural resources and protecting the environment.
We also meet with suppliers and subcontractors to
establish agreement on basic policies and specific regulations.
Every six months, we hold the Council of Yamaha Corporate
Affiliates* meeting, at which we explain Yamaha’s production
policies for the Company or certain businesses, and current
sales trends.
* Council of Yamaha Corporate Affiliates is an organization consisting of
representatives of the factories that make parts for Yamaha. The
council promotes good relations and information sharing between
members, and independent and ongoing study and research activities
related to business management—all designed to increase the
management capabilities of all participants.
Compliance Code of Conduct in varying languages
Passing on skills for the production of pianos to the
next generation
Anechoic chamber used for electromagnetic wave
measurement
LS9 digital mixer
* The fader is part of the digital mixer that can be slid back and forth to
adjust volume.