Yamaha 2012 Annual Report Download - page 73

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1) Systems to ensure Director compliance with laws,
regulations and the Company’s Articles of Incorporation
1. The Board of Directors shall supervise Directors in the
execution of their responsibilities, to ensure that the
Directors exercise the duty of care and duty of loyalty to
the standard of good administrators. The Board is also
charged with ensuring that all Directors’ activities are lawful.
2. Audit & Supervisory Board Members, in accordance with
the criteria and methodology established by the Audit &
Supervisory Board, shall audit the performance of the
Directors’ duties.
3. The Company shall maintain a robust posture against
antisocial forces that threaten the order and safety of civil
society. It shall reinforce this commitment in its Code of
Ethics.
4. The Company shall form such organizations and develop
such rules as necessary to ensure that the Company and
its subsidiaries maintain appropriate financial information,
and prepare and release reliable financial statements.
2) Disposition of documentation and other information
concerning the performance of Directors’ duties
1. Documents and other forms of information storage that
detail the execution of duties by Directors are properly
produced, stored and managed through the establishment
and application of required in-house rules.
2. The Company ensures correct handling of classified
information, including the content of documents and other
forms of information storage that detail the execution of
duties by Directors, through the establishment and
application of required in-house rules.
3. The Company has the necessary structures and internal
rules in place to facilitate timely and accurate disclosure
of important corporate information.
3) Rules relating to risk control against loss
1. A Risk Management and Compliance Committee shall be
established to formulate and promote measures for
integrated risk control.
2. Control of each serious risk factor shall be assigned to a
specific section, which shall work to mitigate the risk
factor for which it is responsible.
3. The necessary in-house rules are in place and are
carefully observed to ensure integrated control of
individual departmental risk management activities.
4. If a serious crisis arises, an Emergency Countermeasures
Headquarters shall be established as provided in the
Emergency Response Manual, with the President and
Chief Executive Officer as its head, in order to minimize
damage and negative impact from the event.
4) Systems to ensure efficient execution of Directors’
duties
1. The authority and responsibilities of the Board of
Directors, President and Chief Executive Officer and
sector heads, and the system for transferring authority
between them, shall be better defined by strengthening
the Board of Directors Rules, Decision-making Rules and
other important rules. This will allow these officers to
execute their responsibilities more efficiently.
2. Resolutions to be proposed at the Board of Directors’
Meetings shall first be subject to deliberation by the
Management Committee and other relevant committees
to ensure they are appropriate and meet procedural criteria
for subsequent deliberation by the Board of Directors.
3. After the Medium-Term Management Plan and the budget
for the fiscal year are formulated, management control
systems such as “management by objectives” shall be
established to achieve the plan’s goals and targets.
5) Systems to ensure employee compliance with laws,
regulations and the Company’s Articles of Incorporation
1. A Risk Management and Compliance Committee shall be
established to deliberate and offer opinions concerning
compliance measures.
2. The Company shall enhance its Code of Ethics, and
provide ethics and compliance training appropriate to
each position in the Company.
3. An internal reporting system shall be established to
directly inform top executive management concerning any
unlawful act, or the possibility of illegal or improper activity
that could damage trust and confidence in the Company.
4. The Company shall maintain a robust posture against
antisocial forces that threaten the order and safety of civil
society. It shall reinforce this commitment in its Code of Ethics.
5. The Company shall form such organizations and develop
such rules as necessary to ensure that the Company and
its subsidiaries maintain appropriate financial information,
and prepare and release reliable financial statements.
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2012 71
Snapshot
Interview with the
President
Special Features
Overview of
Operations
CSR Section
Corporate
Information
Financial Section