Yamaha 2011 Annual Report Download - page 30

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28 Yamaha Corporation
Corporate Governance
Fundamental Concept of Corporate Governance
Yamaha positions the enhancement of corporate governance as
an important management issue, and is taking proactive steps to
strengthen it.
The Company’s corporate objective is “CREATING ‘KANDO’*
TOGETHER
— continuing to create ‘kando’ and enrich culture with
technology and passion born of sound and music, together with peo-
ple all over the world.” Based on this objective, Yamaha will improve
management efficiency and become globally competitive and highly
profitable. At the same time, the Company will increase its corporate
and brand value by fulfilling its social responsibilities in areas such as
compliance, environment, safety and social contributions.
To achieve this goal, Yamaha will take steps to create a transpar-
ent and high-quality management that is also efficient by improving
its organizational structure and system, implementing all necessary
measures, and disclosing information in an appropriate manner.
* ‘Kando’ (is a Japanese word that) signifies an inspired state of mind.
Creating a Management System based on Directors and Executive Officers
As of June 24, 2011, Yamaha had five directors, including two outside
directors. Outside directors also act as members of the Corporate
Governance Committee and serve to ensure transparency of manage-
ment decision-making. In principle, the Board of Directors convenes
once monthly, and is responsible for the Group’s management func-
tions, including formulation of Group strategy and monitoring and
directing the execution of business carried out by divisions. In order to
clarify director’s management responsibilities, directors are appointed
for a term of one year.
Yamaha has adopted an executive officer system, with the pur-
pose of strengthening consolidated Group management and business
execution functions. As of June 24, 2011, the executive officer system
comprised 16 executive officers, including two managing executive
officers, who are assigned to business or administrative divisions deal-
ing with important management issues. The executive officers support
the President, who is the chief officer in charge of business execution.
Managing executive officers, who serve concurrently as Company direc-
tors, are assigned to oversee the operation of businesses and administra-
tive divisions, in accordance with the importance of these responsibilities.
In addition, five senior executive officers oversee the entire Company
organization. As group managers, they are responsible for the business
performance of divisions within the Company, and manage and direct
in such a way that the group functions to its maximum potential.
Audit System that Ensures Fairness and Transparency
Yamaha is a company with a board of auditors as defined under Japanese
law, and has worked to enhance governance functions by introduc-
ing an executive officer system, as well as by setting up a Corporate
Governance Committee and an internal control system. These actions,
in conjunction with consistent audits conducted by the Company’s
system of full-time auditors, raise the effectiveness of governance.
As of June 24, 2011, Yamaha had four auditors, including
two outside auditors. In principle, the Board of Auditors convenes
once monthly. Based on audit plans, auditors periodically perform
Yamaha is taking steps to enhance the oversight functions of the Board of Directors.
In addition, we are promoting an executive officer system in order to strengthen business execution functions.
Corporate Governance Structure (As of June 24, 2011)
General Shareholders’ Meeting
Appointment/dismissal Appointment/dismissal Appointment/dismissal
Appointment/dismissal Appointment/
dismissal/supervision Appointment/dismissal
Audit
Audit
Accounting Audit
Internal audit
Reports
Reports
Reports
Reports
Instruction
Request for advice
Consent to appointment
Judgments of accounting
audit authenticity
Request
for advice Reports
Corporate Governance
Committees Board of Directors
5 persons
(Incl. 2 Outside Directors)
Accounting Auditors
Board of Auditors
4 persons
(Incl. 2 Full-time Auditors)
(Incl. 2 Outside Auditors)
Corporate
Auditors’ Office
Management Council
Corporate Committees
Representative Director
1 person Internal Auditing Division
Individual Business Divisions, Administrative Divisions, Group Companies
Executive Officers
16 persons