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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.

6) Systems to ensure the Yamaha Motor Group (composed of the

Company and its subsidiaries) conducts business appropriately

1. In order to assure proper business conduct by the Group, internal

policies shall be established, defining the controlling sectors in charge

of each subsidiary, responsibilities, authority, management methods of

subsidiaries, and other rules.

2. In order to audit the appropriateness of operations of the Company and

its subsidiaries, an internal auditing sector shall be established under

the direct control of the President and Chief Executive Officer.

3. Each Japanese subsidiary, in principle, shall have a Board of Directors

and an Audit & Supervisory Board Member; overseas subsidiaries shall

design their organizations in accordance with local law.

4. At least one Director of each subsidiary shall concurrently serve as a

Director, Executive Officer, or employee of another company in the

Group.

5. The section with oversight for financial information offers guidance and

training to subsidiaries to ensure that they handle financial information

appropriately.

6. The section with oversight for risk management provides subsidiaries

with guidance and training on risk management practices.

7. The section supervising compliance shall provide subsidiaries with

guidance and education on compliance.

7) Employee to assist Audit & Supervisory Board Members

An Audit & Supervisory Board Members’ Office shall be established with

a full-time employee dedicated to assisting the Audit & Supervisory Board

Members in the execution of their duties.

8) Employee assisting Audit & Supervisory Board Members’

independence from Directors

1. Any dismissal or personnel changes concerning the employee

assisting Audit & Supervisory Board Members in the execution of their

duties shall be approved by the Audit & Supervisory Board in advance.

2. No employee assisting Audit & Supervisory Board Members in the

execution of their duties shall concurrently hold a post involving other

business operations. The employee shall perform his or her duties

under the direction of the Audit & Supervisory Board Members, whose

opinions shall be taken into consideration in evaluating the employee.

9) Rules concerning Directors and employees reporting to the Audit &

Supervisory Board

Directors and employees shall report on the following matters to the

Audit & Supervisory Board periodically, or, when necessary, at its request.

1. Establishment and operation of internal control systems, and related

matters

2. Results of internal audits conducted by the internal audit section

3. Operation of the internal reporting system, and receipt of reports

4. Director malpractice and/or acts conducted in violation of the law or

the Company’s Articles of Incorporation

5. Incidents that could cause the Company considerable damage

10) Other systems to ensure effective auditing by Audit &

Supervisory Board Members

1. The Representative Directors shall meet with the Audit & Supervisory

Board Members periodically to exchange opinions.

2. Audit & Supervisory Board Members shall attend important meetings

of bodies including the Management Committee, the Risk Management

and Compliance Committee, and the Expanded Executive Committee.

3. The internal audit section shall explain its internal audit plan to Audit &

Supervisory Board Members in advance.

4. The minutes of the Management Committee meetings and any other

meetings that the Audit & Supervisory Board may specify, and

Decision-making Forms shall be made available for Audit &

Supervisory Board Members’ perusal.

5. Auditing assistance from outside experts shall be secured when

deemed necessary by the Audit & Supervisory Board.

Equity Holdings

1) Total number of companies and amounts on the balance sheet

for equity holdings that are not held for the purpose of pure

investment

68 companies ¥34,804 million

2) Companies, number of shares, balance sheet amounts, and

purpose of holding for equity holdings that are not for pure

investment

Corporate Governance

Companies

Number of

(shares)

Balance sheet

amounts

(Millions of yen)

Purpose of holding

Yamaha Corporation 10,326,701 9,376 To perpetuate a business relationship as companies utilizing a common brand

Toyota Motor Corporation 501,210 2,007 To maintain a stable business relationship

NIPPON STEEL & SUMITOMO METAL

CORPORATION 6,174,000 1,296 To maintain a stable business relationship

KOITO MANUFACTURING CO., LTD. 913,000 1,139 To maintain a stable business relationship

Nippon Seiki Co., Ltd. 1,217,502 1,133 To maintain a stable business relationship

Mizuho Financial Group, Inc. 2,288,340 739 To maintain a stable business relationship as a ﬁnancial institution with which the

Company has transactions

Enshu Limited 6,457,395 710 To maintain a stable business relationship

The Shizuoka Bank, Ltd. 825,706 694 To maintain a stable business relationship as a ﬁnancial institution with which the

Company has transactions

NGK SPARK PLUG CO., LTD. 545,000 621 To maintain a stable business relationship

Imasen Electric Industrial Co., Ltd. 613,750 619 To maintain a stable business relationship

Akebono Brake Industry Co., Ltd. 1,347,800 541 To maintain a stable business relationship

EXEDY Corporation 105,000 198 To maintain a stable business relationship

JTEKT CORPORATION 236,000 192 To maintain a stable business relationship

Sumitomo Mitsui Financial Group, Inc. 46,355 144 To maintain a stable business relationship as a ﬁnancial institution with which the

Company has transactions

STANLEY ELECTRIC CO., LTD.

100,000 122 To maintain a stable business relationship

Ahresty Corporation 134,722 64 To maintain a stable business relationship

MIKUNI CORPORATION 300,794 53 To maintain a stable business relationship

Mitsubishi UFJ Financial Group, Inc. 113,200 52 To maintain a stable business relationship as a ﬁnancial institution with which the

Company has transactions

Sumitomo Mitsui Trust Holdings, Inc. 149,000 44 To maintain a stable business relationship as a ﬁnancial institution with which the

Company has transactions

TOBA, INC. 10,000 17

To maintain a stable business relationship

Nomura Holdings, Inc. 20,600 10 To maintain a stable business relationship as a ﬁnancial institution with which the

Company has transactions

JEUGIA Corporation 33,000 4

To maintain a stable business relationship

Fuji Heavy Industries Ltd. 1,000 1