Yamaha 2008 Annual Report Download - page 47

45Annual Report 2008
Message From Outside Corporate Auditor
Emphasizing the objectivity and validity of
the decision-making process
I come from a legal background: I have experience
in corporate legal affairs as a lawyer, as well as in
litigation connected with business execution in
which I have represented shareholders. In 2003, I was appointed as an
outside corporate auditor of Yamaha Corporation. I assume this was
because shareholders expected me to apply the knowledge and experi-
ence I had acquired over the preceding years to conducting the Com-
pany’s audits. During the past fiscal year, I attended all the Company’s
Board of Directors’ and Board of Auditors’ meetings, and made a point
of attending all corporate meetings as well. From what I observed,
Yamaha has established mechanisms and systems for outside corporate
auditors to access internal corporate information that are effective even
when compared to those of other companies. Moreover, corporate
auditors conducted vigorous online discussions. I also endeavored to
exchange opinions actively in response to the full-time auditors’ reports on
the results of regular audits, such as visiting audits.
When the Board of Directors makes important decisions regarding
the Company’s business execution, I try to confirm whether it has
attempted to make legally compliant, rational judgments and decisions
based on the so-called Business Judgment Rule. In other words, I
check whether at the time of making those decisions sufficient informa-
tion had been collected and appropriately analyzed, and whether the
judgments based on the results of analysis are rational, i.e., whether
they are in the interests of shareholders after assessing the merits and
demerits, risks and other factors.
An auditor’s activities encompass “audits at ordinary times” and
“audits at extraordinary times.” Particularly in the case of the latter, a
situation where a risk has actually occurred, I believe that outside
corporate auditors can bring to bear the ability that an objective, third-
party viewpoint gives them to conduct audits aimed at minimizing a
company’s losses.
Fortunately, since I assumed my position I have not encountered a
situation where a major risk has materialized. However, by conducting
auditing activities based on my objective standpoint as an outsider, I
intend to continue to play a role that differs from that of full-time corpo-
rate auditors who were formerly employees of the Company, so as to
resolutely support sound management activities at Yamaha.
Kunio Miura
Outside Corporate Auditor
also attended all 14 Board of Auditors’ meetings, and mainly
made statements based on his experience and insight as a
management executive.
Remuneration for Directors and Corporate Auditors
The amount of remuneration, etc. paid to directors and corpo-
rate auditors in fiscal 2008 is outlined below.
Directors: Eight persons ¥459 million
(including ¥5 million to one outside director)
Corporate Auditors: Four persons ¥80 million
(including ¥11 million to two outside corporate auditors)
Support System for Outside Director and
Outside Corporate Auditors
Yamaha explains matters to be reported or resolved at the Board of
Directors’ Meetings to the outside director individually, as required.
In the case of proposals to be submitted to meetings of the
Board of Directors and the Board of Auditors attended by out-
side corporate auditors, a full-time staff member working for the
corporate auditors sends documents and other materials to the
outside corporate auditors prior to the meeting and provides
explanations as required so that they are able to perform a com-
plete preliminary study. With regard to other material matters, the
Company also strives at all times to maintain an efficient auditing
environment by providing information, supplying materials, listen-
ing to opinions, supporting research, collecting information, etc.
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. With
regard to redeveloping internal controls over financial reporting,
which the Company has been promoting within the project team,
the Company transferred functions to the Accounting & Finance
Division and newly established a group assigned to internal control
over financial reporting in April 2008. Furthermore, in addition to
existing audits, the Internal Auditing Division will promote the
systemization of Companywide internal control system monitoring.
Companywide Governance Committees to Strengthen
Corporate Governance
To strengthen corporate governance, Yamaha established the
Companywide Governance Committees, consisting of the Compli-
ance 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 corpo-
rate social responsibility.
Since April 2008, a section established as a dedicated organiza-
tion within the General Administration Division has been responsible
for secretariat duties of the CSR Committee. The Company will
continue to engage in activities designed to contribute to society
through its businesses.
Various other Companywide committees have been estab-
lished to provide an across-the-board response to critical risk
factors, such as those relating to brands, quality and the environ-
ment, that may arise during the course of business execution.
Notes:
1. The remuneration amount includes the directors’ and corporate auditors’ bonuses of
¥120 million in the aggregate, comprising ¥102 million in directors’ bonuses (including
¥1 million for the outside director) and ¥18 million in corporate auditors’ bonuses (including
¥2 million for outside corporate auditors) for fiscal 2008, the year under review.
2. At the 182nd Ordinary General Shareholders’ Meeting held on June 27, 2006, a proposal
regarding the lump-sum payment of retirement allowances to directors and corporate
auditors upon the abolition of the retirement allowance system was approved. Based on
that resolution, in addition to the amount of remuneration mentioned above, an aggregate
amount of ¥197 million in retirement allowances was paid to one director and one corpo-
rate auditor who retired from office upon the conclusion of the 183rd Ordinary General
Shareholders’ Meeting. In addition, Yamaha paid an aggregate amount of ¥25 million in
retirement allowances to one director and one corporate auditor who retired as of the
conclusion of the 184th Ordinary General Shareholders’ Meeting held on June 25, 2008.
The abovementioned payment amounts are the amounts calculated based on the
respective terms of office served by directors and corporate auditors as of the end of
June 2006.