Yamaha 2009 Annual Report Download - page 32

Corporate Governance and Corporate Social Responsibility (CSR)
Corporate Governance
Yamaha is making continuous efforts to systematically upgrade the internal control system of the entire Group,
while at the same time preparing frameworks that will enable a swift response in times of emergency through
the formulation of a Business Continuity Plan (BCP).
Fundamental Concept of Corporate Governance
Yamaha positions the enhancement of corporate governance as
an important issue within its business management, and is striving
to enhance corporate governance in a proactive manner.
The Company’s corporate policy is “Creating ‘Kando’*
Together— continuing to create ‘kando’* and enrich culture with
technology and passion born of sound and music, together with
people all over the world.” In accordance with this policy, Yamaha
will strive to improve the effectiveness of its management and
attain global competitiveness and profitability. At the same time,
the Company will increase its corporate and brand value by fulfill-
ing its corporate social responsibility in areas such as compliance,
environment, safety and contribution to society.
To achieve its goal, Yamaha aims to establish high-quality
management that is also transparent and efficient by improving its
business structures and systems, by implementing all necessary
measures, and by disclosing information in an appropriate manner.
* ‘Kando’ (is a Japanese word that) signifies an inspired state of mind.
Creating a Management Structure Through the Board
of Directors and Executive Officers
As of June 25, 2009, Yamaha’s Board of Directors comprises nine
directors, including one outside director. The Board convenes
once monthly in principle, and is responsible for the Group’s man-
agement functions, including proposing Group strategy and the
monitoring and directing of business execution carried out by
divisions. Directors are appointed for a term of one year.
Yamaha also employs an executive officer system, with the
purpose of strengthening consolidated Group management and
business execution functions by divisions. As of June 25, 2009, the
executive officer system comprises 17 executive officers, including
two managing executive officers, who support the President, the
chief officer in charge of business execution. Recognizing the impor-
tance of accountability, executive officers, who double as Company
directors, are principally responsible for overseeing groups of busi-
ness and administrative divisions. As group managers, they are
responsible for the performance of groups within the Company, and
manage and direct in a manner appropriate for bringing the functions
of each group to the fore. Under the group manager, an executive
officer, distinct from the aforementioned, is assigned to each division,
with responsibility for a key management theme.
An Audit System to Ensure Fair and Transparent
Business Practices
Yamaha is a company with a board of auditors as defined under
Japanese law, and has worked to enhance governance functions
by introducing an executive officer system and also by setting up
Companywide Governance Committees and an internal control
system. These actions, in conjunction with consistent audits con-
ducted by the Company’s system of full-time auditors, combine to
raise the effectiveness of governance.
Executive Officers
17 persons
General Shareholders’ Meeting
Appointment/dismissal
Appointment/dismissal Appointment/
dismissal/supervision
Appointment/
dismissal
Internal audit
Reports
Request for
advice
Instruction
Reports
Reports
Consent to
appointment
Judgments
regarding appropriateness
of auditing
Reports
Management Council
Companywide Strategy
Committees
Board of
Auditors
5 persons
(Incl. 2 Full-time Auditors)
(Incl. 3 Outside Auditors)
Corporate Auditors’ Office
Accounting
Auditors
Individual Business Divisions, Administrative Divisions, Group Companies
Audit
Audit
Appointment/dismissal Appointment/dismissal
Request
for advice
Reports
Representative Director
1 person
Accounting Audit
Internal Auditing Division
Companywide
Governance
Committees
Board of
Directors
9 persons
(Incl. 1 Outside Director)
Corporate Governance Structure
(As of June 25, 2009)
30 Yamaha Corporation