Yamaha 2010 Annual Report Download - page 32

Support System for Outside Directors and Outside Corporate Auditors
For agenda items at meetings of the Board of Directors and the Board
of Auditors to be attended by outside directors and corporate audi-
tors, full-time staff members send documents and other materials to
the outside directors and corporate auditors prior to the meeting and
provide explanations as necessary to enable them to perform a com-
plete preliminary study. When necessary, outside directors are also
individually provided explanations regarding proposals and reports to
be submitted to the Board of Directors. As for outside corporate
auditors, with regard to other material matters, the Company strives at
all times to maintain an effective auditing environment, including by
providing information, supplying materials, listening to opinions, and
supporting research and data collection.
Fundamental Concept of the Internal Control System
Yamaha has established an internal control system pursuant to Japan’s
Company Law and the Enforcement Regulations of the Company Law.
Along with pursuit of the optimal corporate governance for enhancing
both corporate value and the Yamaha brand, the Company endeavors to
qualitatively enhance the internal control system, in recognition that doing
so will improve the efficiency of business activities, increase the trustwor-
thiness of Yamaha’s accounting and financial data, and lead to stronger
compliance, asset soundness, and risk management capabilities.
The Yamaha Group has defined an internal control policy as a
specific measure pertaining to the Group-wide internal control system.
In line with this policy, the Company is standardizing the rules in place
at its subsidiaries, and implementing Company-wide monitoring liaison
committees in connection with the internal control system operated by
corporate staff divisions, with the goal of making monitoring activities
more comprehensive.
Compliance Framework
At the meeting of the Board of Directors, important items requiring approval
by the Board of Directors are decided according to the rules of the Board of
Directors, which seek to rationalize decision-making processes and deci-
sion outcomes. The representative director and business executives report
to the Board on the status of execution of duties, and the Board exercises
supervision of the execution of duties by directors.
Corporate auditors exercise supervision of the status of execution
of duties by directors based on auditing standards and audit plans.
Going forward, Yamaha will actively incorporate independent outside
directors and corporate auditors with the aim of further enhancing the
objectivity and transparency of management.
Yamaha has established a Risk Management Committee within
the Company, which formulates the Compliance Code of Conduct,
prepares regulations and manuals, and strives to implement thorough
compliance education. The Company also works to create frame-
works for compliance with laws and regulations and an internal check
and balance system. To this end, the divisions in charge offer guid-
ance and suggestions to the Group.
Yamaha has also established an Internal Auditing Division, which
conducts internal audits to direct and indirect Group companies in
order to further improve operations.
Through such organizations and measures, Yamaha has estab-
lished a fair and transparent personnel system by which it raises the
awareness of Group employees and raises moral standards. Further-
more, in order to enhance compliance effectiveness, the Company
has established a Compliance Help Line. The line received 43 consul-
tation inquiries and reports during fiscal 2010, including some from
overseas Group companies. In the seven years since the program was
launched, the Company has worked to respond to and resolve each
of the 344 inquiries and reports that have been received.
Business Continuity Plan (BCP)
From fiscal 2009, Yamaha has embarked on the development of a
Business Continuity Plan (BCP), designed to enable it to quickly
resume operations in the event of an earthquake in Japan’s Tokai
region or other major natural disasters that could cause damage to its
structures or facilities. Yamaha has formulated its BCP Guidelines as a
fundamental Company-wide policy in this regard.
In April 2009, Yamaha established and initiated activities by the
Corporate Committee, chaired by the President and Representative
Director. In June 2010 the Risk Management Committee began activi-
ties at all operational sites and at Group companies, while putting the
necessary systems and countermeasures in place to respond to new
flu strains and various other risks.
Since my appointment as outside corporate auditor in June 2009, I have performed audits of
business at Yamaha from a wide variety of angles. I feel keenly the need to grasp the issues
that Yamaha faces and take action to resolve all issues. I have significant experience in
addressing management issues for companies as a chartered accountant and management
consultant, and I have also dealt with issues of corporate governance in the past as an outside
director and outside corporate auditor. I intend to continue to draw on that experience as an
outside director of Yamaha to give my opinion on the measures the Company should take and
in particular on the suitability and economic rationality of measures in my specialized fields of
finance and accounting, as well as business management.
In my message in last year’s annual report, I noted that Yamaha is a renowned company
with a long history, and that the Yamaha brand is highly prized. From my position as outside
director, I intend to exercise supervision over Yamaha’s management so that the Yamaha
brand can achieve new heights around the world.
Haruo Kitamura
Outside Director
Key Concurrent Posts
Certified Public Accountant
(Principal of Kitamura Certified Public Accountancy)
Outside Auditor, ROHM Co., Ltd.
Outside Director, MonotaRO Co., Ltd.
Supervisory Director, MID REIT, Inc.
A Message from the Newly Appointed Outside Director
30 Yamaha Corporation