Yamaha 2012 Annual Report Download - page 77

Takeover Defense Measures Against Attempts of
Mass Acquisition of the Company’s Shares
The revisions this fiscal year of the Plan are based on the
content of opinions offered in “Takeover Defense Measures in
Light of Recent Environmental Changes” made by Corporate
Value Study Group of the Ministry of Economy, Trade and
Industry and dated June 30, 2008, and other considerations.
The following were the points reviewed to further protect the
interests of the shareholders such as by securing the swift
operation of the Plan. As part of the Plan, the Corporate Value
Committee is composed of four Outside Directors and Outside
Audit & Supervisory Board Members whose independence is
secured, and arbitrariness is excluded from the operation of the
Plan.
1. To swiftly operate the Plan and avoid unnecessary
prolonging of the period for the Company to respond to the
Takeover Proposal beyond a reasonable time period, in
addition to clearly specifying the provisions that enable the
Company to request to the party making the Takeover
Proposal the provision of information, the maximum limit of
the Information Provision Request Period was basically set at
60 business days calculated from the day the Board of
Directors made the first information provision request to the
proposer and it was made our Basic Policy that the period of
examination and discussion by the Corporate Value
Committee shall start upon the expiration of the Information
Provision Request Period even in cases where necessary
information has not been adequately provided.
2. Provisions clearly specifying that the Corporate Value
Committee’s period for examination and discussion shall not
be extended without reasonable cause, were set forth.
3. The Corporate Value Committee is required to issue an
Advisory Resolution if a Takeover Proposal satisfies all of the
requirements listed in items 1) to 7) of main clause II-2. In the
Plan, moreover, it was set forth that, even if a Takeover
Proposal does not satisfy some of the requirements, in cases
where it is found reasonable in light of the protection and
increase of the Company’s corporate value and the
shareholders’ common interests, an Advisory Resolution shall
be issued.
4. By withdrawing reference to “interests of stakeholders” and
“fundamental value” in the judgment guidelines for
ascertaining whether or not to issue an Advisory Resolution
for the Takeover Proposal, and other measures, the
amended provisions were set forth to prevent a broad
interpretation of what interests should be protected, rather
than determining whether the Takeover Proposal serves to
protect and increase the Company’s corporate value and the
shareholders’ common interests, by referring to interests of
stakeholders other than shareholders.
5. Provisions clearly specifying that when an Advisory
Resolution has been issued by the Corporate Value
Committee, the Board of Directors must “promptly” adopt a
Confirmation Resolution unless there are no special grounds
to rule that adopting such a Confirmation Resolution
obviously violates the Director’s duty of care, were set forth.
6. Provisions clearly mentioning that “delivery of cash shall not
be made” to a Specific Acquirer and Related Parties as the
price of forcible acquisition of stock acquisition rights, were
set forth.
Please refer to the following URL for more information.
http://www.yamaha-motor.co.jp/global/news/2012/0323/prevent.html
3) Pure investment equity holdings
No related items.
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2012 75
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