Yamaha 2012 Annual Report Download - page 70

3) Vested interests of the Outside Directors and
Outside Audit & Supervisory Board Members at
Yamaha Motor Co., Ltd.
Outside Director Mitsuru Umemura is President and
Representative Director of Yamaha Corporation, which holds
12.19% of the Company’s shares, as of December 31, 2012.
Outside Directors Masamitsu Sakurai and Tamotsu
Adachi and Outside Audit & Supervisory Board Members
Tetsuo Kawawa and Isao Endo have no special interests in
the Company other than Company shareholdings.
Positions Names Reasons for Appointment
Outside Directors
Masamitsu Sakurai
Having acquired ample experience and broad-based insights through the management of global corporations, Mr. Sakurai
will utilize this background to provide advice and supervision from an independent perspective. Mr. Sakurai meets the
requirements for independence stipulated by the Tokyo Stock Exchange for independent directors, and is being nominated
as an Independent Director. The Tokyo Stock Exchange was duly notifi ed of his nomination.
Mitsuru Umemura
As President and Representative Director of major shareholder Yamaha Corporation, Mr. Umemura provides advice and
oversight as a corporate executive, to effectively ensure that the Company’s management maximizes shareholder value.
Mr. Umemura serves concurrently as President and Representative Director of Yamaha Corporation, and there are sales
transactions between Yamaha Corporation and the Company. In addition, Hiroyuki Yanagi, President, Chief Executive Offi cer
and Representative Director of the Company, serves as an Outside Director of Yamaha Corporation.
Tamotsu Adachi
Mr. Adachi brings a wealth of experience and expertise in international business, strategic planning, and investing to the
Company’s management. Mr. Adachi meets the requirements for independence stipulated by the Tokyo Stock Exchange
for independent directors, and is being nominated as an Independent Director. The Tokyo Stock Exchange was duly notifi ed
of his nomination.
Outside Audit &
Supervisory Board
Members
Tetsuo Kawawa
As a lawyer, Mr. Kawawa has ample specialized knowledge in corporate law that can be applied to the Company’s auditing
activities. Mr. Kawawa meets the requirements for independence stipulated by the Tokyo Stock Exchange for independent
directors, and is being nominated as an Independent Director. The Tokyo Stock Exchange was duly notifi ed of his
nomination.
Isao Endo
As a corporate executive, Mr. Endo has rich business experience and wide-ranging insights that can be applied to the
Company’s auditing activities. Mr. Endo meets the requirements for independence stipulated by the Tokyo Stock Exchange
for independent directors, and is being nominated as an Independent Director. The Tokyo Stock Exchange was duly notifi ed
of his nomination.
2) Appointment of Outside Directors and Outside Audit & Supervisory Board Members
Outside Directors and Outside Audit &
Supervisory Board Members
1) Function and role of Outside Directors and Outside
Audit & Supervisory Board Members in achieving
proper corporate governance
The Company had three (3) Outside Directors and two (2)
Outside Audit & Supervisory Board Members as of March
27, 2013. These executives offer advice and supervision
from an independent and objective perspective regarding
management policies and strategies and decisions on
executive personnel and their remuneration. The Company
does not have specifically designated standards or policies
regarding independence for the appointment of Outside
Directors and Outside Audit & Supervisory Board Members,
but makes reference to the criteria for independence
stipulated by the Tokyo Stock Exchange to ensure that
Outside Directors and Outside Audit & Supervisory Board
Members have a high degree of independence, with no
possibility of conflicts of interest with general shareholders.
Corporate Governance
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2012
68
Snapshot
Interview with the
President
Special Features
Overview of
Operations
CSR Section
Corporate
Information
Financial Section