Yamaha 2012 Annual Report Download - page 72

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Matters to Be Resolved at the General Meeting
of Shareholders that Can Be Adopted at the
Board of Directors’ Meeting
1. The Company’s Articles of Incorporation stipulate that the
Company may, by a resolution of the Board of Directors,
acquire its own shares, in accordance with the provisions
of Paragraph 2 of Article 165 of the Company Law. This is
to ensure that the Company can acquire its own shares
through market transactions or other methods and
implement a flexible capital policy response to changes in
the management environment.
2. The Company’s Articles of Incorporation stipulate that in
accordance with the provisions of Paragraph 1 of Article
426 of the Company Law, the Company may, by a
resolution of the Board of Directors, exempt its Directors
(including former Directors) and Audit & Supervisory Board
Members (including former Audit & Supervisory Board
Members) from liabilities for damages arising from
negligence of their duties, within the limits prescribed by
laws and ordinances. This is to ensure that Directors and
Audit & Supervisory Board Members can successfully fulfill
their expected roles.
3. The Company’s Articles of Incorporation stipulate that the
Company may, by a resolution of the Board of Directors,
pay interim dividends, with June 30 of each year
designated as the record date, in accordance with the
provisions of Paragraph 5 of Article 454 of the Company
Law. This allows the Company flexibility in returning profits
to shareholders.
Special Resolution Requirement for General
Meeting of Shareholders
The Company has stipulated a special resolution
requirement at General Meeting of Shareholders in the
Articles of Incorporation, in accordance with the provision of
Paragraph 2 of Article 309 of the Company Law, as follows:
The resolution shall be authorized by a two-thirds (2/3)
majority of the voting rights held by the holders of shares
present at the General Meeting of Shareholders. These
voting shareholders must hold shares representing, in the
aggregate, not less than one-third (1/3) of the voting rights
of all shareholders entitled to exercise the rights.
This relaxes the number of required votes for special
resolutions at any General Meeting of Shareholders, enabling
shareholder meetings to progress smoothly.
Improving Investor Relations (IR)
The Company has been aggressively pursuing IR activities
worldwide, designed to ensure accountability by providing
shareholders and investors with appropriate, accurate and
timely information regarding the Company’s management
performance and business operations. They include
quarterly financial results briefings, an “IR road show” for
overseas investors, efforts to improve information disclosure
on the IR homepage, and interviews in response to requests
from analysts and media.
State of Audit
The Company has designated Ernst & Young ShinNihon
LLC as the independent auditing company with review
responsibilities for Company audits. Certified Public
Accountants who engaged in the certification of audit are as
follows.
Kazuhiro Fujita
Designated Limited Liability and Engagement Partner
Takahiro Takiguchi
Designated Limited Liability and Engagement Partner
Masahiko Tsukahara
Designated Limited Liability and Engagement Partner
The number of continuous years the Certified Public
Accountants have served the Company is omitted because
it is under seven (7) years for all of them.
Ernst & Young ShinNihon LLC has introduced a voluntary
system for rotating engagement partners in its employ so
that none exceeds a certain number of years in continuous
service.
Support staff for the audit includes twelve (12) certified
public accountants and twenty (20) other assistants.
Basic Policy Regarding the Internal Control
System and the State of Its Development
The Company, in accordance with the Company Law,
passed a resolution at a Board of Directors meeting
regarding development of a system to ensure the conduct
of its business is appropriate. The Company considers risk
management and compliance its most important issues, and
is therefore continuing to develop the internal control system.
Corporate Governance
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2012
70
Snapshot
Interview with the
President
Special Features
Overview of
Operations
CSR Section
Corporate
Information
Financial Section