Yamaha 2009 Annual Report Download - page 33

Message From Newly-Appointed Outside Corporate Auditor
Over the course of my career as a CPA, I have been involved in
promoting accounting and internal control measures for many
different companies. Furthermore, as a consultant, I was
involved in initiatives targeting management administration.
Finally, as an outside director and outside corporate auditor for
many companies, I have had many opportunities to experience
firsthand how corporate governance works.
In order to grow, companies must generally tackle a variety of
new ventures and conduct the related investment required. In my
appointment as an outside corporate auditor for Yamaha, I am of
course responsible for helping to ensure the legal and regulatory
compliance of these activities. But I also hope to consistently
perform audits from my objective viewpoint that will contribute to
the kind of economic rationalization that will raise corporate value.
Yamaha is a renowned company with a long and illustrious
history, and the Yamaha brand too is highly prized. My goal as an
outside corporate auditor is to perform my reviews and audits with
a highly critical eye, so as to support the enhancement of the
Yamaha brand and achieve new heights throughout the world.
Outside Corporate Auditor
Haruo Kitamura
As of June 25, 2009, Yamaha has five auditors, including three
outside auditors. In principle, the Board of Auditors convenes once
monthly. Based on audit plans, auditors periodically perform
comprehensive audits of all divisions and Group companies, and
participate in Board of Directors’ meetings and other important
meetings such as management councils. With respect to
accounting audits, the suitability of such audits is determined
based on periodic progress reports from the accounting auditors
of their audits of the Company’s financial statements. Yamaha has
also established a Corporate Auditors’ Office (with one staff
member as of June 25, 2009) as a dedicated staff for the auditors,
to ensure an environment conducive for performing effective audits.
The role of Internal Auditing Division (11 staff members as of
June 25, 2009) is to closely examine and evaluate systems
pertaining to management and operations, as well as operational
execution, for all management activities undertaken by the Company
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. In parallel, Yamaha strives to boost audit efficiency by
encouraging close contact and coordination among the corporate
auditors and the accounting auditors.
Fiscal 2009 Activities by Outside Directors and
Outside Corporate Auditors
After his appointment, outside director Takashi Kajikawa attended
8 of the 11 meetings of the Board of Directors held in fiscal 2009.
Utilizing his ample experience and considerable insight as a
representative director of a publicly owned company, he made
necessary statements as appropriate during the consideration of
meeting agenda items.
Outside corporate auditor Kunio Miura attended 13 of the 14
meetings of the Board of Directors held in fiscal 2009. He also
attended all 14 Board of Auditors’ meetings, and made state-
ments mainly from his specialist standpoint as an attorney.
Outside corporate auditor Yasuharu Terai attended all 14
of the meetings of the Board of Directors held in fiscal 2009.
He also attended all 14 Board of Auditors’ meetings, making
statements based primarily on his experience and insight as a
management executive.
Remuneration for Directors and Corporate Auditors
The aggregate amount of remuneration paid to directors and
corporate auditors in fiscal 2009 is outlined below.
Directors: 10 persons ¥430 million
(including ¥4 million to 2 outside directors)
Corporate Auditors: 5 persons ¥70 million
(including ¥9 million to 2 outside corporate auditors)
Notes:
1. The remuneration amount stated above includes compensation paid to a director (outside
director) and an auditor who retired at the conclusion of the 184th Ordinary General
Shareholders’ Meeting held on June 25, 2008.
2. In addition to the abovementioned payments, at the 182nd Ordinary General
Shareholders’ Meeting held on June 27, 2006, a resolution was approved regarding the
lump-sum payment of retirement allowances to directors and corporate auditors upon the
abolition of the retirement allowance system. Based on that resolution, retirement
allowances calculated based on the term of office served through June 30, 2006 were
paid. Specifically, an amount of ¥1 million in retirement allowances was paid to one
director (outside director) and ¥24 million to one corporate auditor who retired from office
upon the conclusion of the 184th Ordinary General Shareholders’ Meeting. Furthermore,
Yamaha paid an aggregate amount of ¥356 million in retirement allowances to three
directors who retired as of the conclusion of the 185th Ordinary General Shareholders’
Meeting held on June 25, 2009.
Support System for Outside Director and Outside
Corporate Auditors
For agenda items at meetings of the Board of Directors and the
Board of Auditors to be attended by outside corporate auditors,
a full-time staff member working for the corporate auditors sends
documents and other materials to the outside corporate auditors
Annual Report 2009 31