Yamaha 2014 Annual Report Download - page 35

3) Vested interests of the Outside Directors and Outside Audit &
Supervisory Board Members at Yamaha Motor Co., Ltd.
Outside Director Takuya Nakata is President and Representative Director
of Yamaha Corporation, which holds 12.18% of the Company’s shares,
as of December 31, 2014; the Company engages in business
transactions with this company.
Outside Director Atsushi Niimi is Chairman & Representative
Director of JTEKT Corporation, a company from which the Company
procures parts for products. The amount of these transactions is less
than “2% of the Company’s consolidated aggregate sales for the most
recent fiscal year,” stipulated in the “Standards for Selecting
Independent Outside Officers,” and Mr. Niimi is therefore deemed to
have no conflict of interest with the Company’s general shareholders.
Outside Director Tamotsu Adachi and Outside Audit & Supervisory
Board Members Isao Endo and Tomomi Yatsu have no special interests
in the Company other than Company shareholdings.
4) Support structure for Outside Directors and Outside Audit &
Supervisory Board Members
When the Board of Directors’ meetings are held, the relevant Executive
Officer or business department will provide Outside Directors with
explanations of the resolutions to be proposed, as necessary and in
advance, and Standing Audit & Supervisory Board Members will provide
similar explanations to Outside Audit & Supervisory Board Members. In
the event the Outside Officer is unable to attend the meeting, the
Outside Officer will be provided with an explanation of the business
conducted. In addition, a Management Research Committee has been
established as a venue for Outside Directors and Outside Audit &
Supervisory Board Members to regularly confer with Executive Officers
who are responsible for the execution of business, and it meets
following the conclusion of the Board of Directors’ meetings.
Overview of Agreements That Limit Liabilities
for Damages
The Company has entered into agreements with Outside Directors and
Outside Audit & Supervisory Board Members, in accordance with the
provisions of Paragraph 1 of Article 427 of the Companies Act, which
limit these executives’ liabilities (as specified in Paragraph 1 of Article
423 of the Companies Act) for damages. The upper limit of liability for
damages in the agreements is the amount as specified by laws and
regulations.
The Company limits liabilities for damages charged to the Outside
Directors and the Outside Audit & Supervisory Board Members only
when they acted with goodwill and the liability did not arise because
they committed serious negligence in executing their duties.
Remuneration and Other Compensation for
Directors and Audit & Supervisory Board
Members
1) Policies on determining the amounts of remuneration or the
calculation method thereof
The Company’s Directors’ Remuneration Plan consists of basic
compensation (a monthly salary), Directors’ bonuses, reflecting the
short-term consolidated performance of the Company, compensation
linked to each Director’s individual performance, and a stock
compensation plan reflecting the medium- to long-term consolidated
performance of the Company.
Directors’ bonuses shall not exceed 0.5% of the consolidated net
income of fiscal 2013, which is calculated correlating with net income
and return on assets for the consolidated performance as well as taking
into account dividends to shareholders and the level of consolidated
performance against the budget. Then the amount calculated is
resolved at the Board of Directors’ Meeting after the deliberation of the
Executive Personnel Committee comprising Representative Directors
and Outside Directors.
The stock compensation plan allows Directors to acquire a certain
number of the Company’s shares monthly through the Company’s
Director Shareholding Association, and to hold the shares while in office,
thus further pegging Director remuneration to shareholder value.
However, the performance-based remuneration system and stock
compensation plan do not apply to Outside Directors and 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, 2015.
Outside Directors provide management with advice and supervision
from an independent and objective perspective, based on extensive
experience and wide-ranging knowledge as managers of global
companies, and expertise in strategic planning and investing. Outside
Audit & Supervisory Board Members audit the Company using vast
experience and knowledge as a corporate executive and professor at the
graduate school level and significant expertise as a certified public
accountant and attorney.
To evaluate the independence and objectivity of Outside Directors
and Outside Audit & Supervisory Board Members, the Company has
formulated “Standards for Selecting Independent Outside Officers,”
based on the standards established by the Tokyo Stock Exchange, Inc.
for judging the independence of officers.
Summary of “Standards for Selecting Independent Outside Officers”
Independent Outside Officers may not be:
1. Employees or former employees of the Company
2. Major shareholders
3. Individuals in a “major customer” relationship with our corporate
group
4. Individuals from companies that have appointed a director from the
Yamaha Motor Group
5. Individuals with some other type of vested interest in the Group
6. Individuals who might have a conflict with our general shareholders
7. In office more than eight years
Furthermore, individuals who are second-degree relatives, or
cohabiting relatives, of any of those mentioned in 1 through 5 above
may not be Independent Outside Officers.
The above is a summary of the “Standards for Selecting
Independent Outside Officers.” For the full text, please refer to our
website at:
http://global.yamaha-motor.com/ir/governance/pdf/independent_en.pdf
Positions Names Reasons for appointment
Outside Directors
Tamotsu Adachi
Tamotsu Adachi provides management with advice and supervision as an Outside Director, based on his ample
experience in international business and in the formulation of management strategy, investment activities and wide
range of insights. Mr. Adachi meets the requirements for independence stipulated by the Tokyo Stock Exchange for
independent directors and the “Standards for Selecting Independent Outside Offi cers,” and the Tokyo Stock Exchange
has been duly notifi ed of his designation as an Outside Offi cer.
Takuya Nakata
As President and Representative Director of Yamaha Corporation, a major shareholder of the Company, Takuya
Nakata provides management with advice and supervision as a corporate executive, and has been elected as an
Outside Director to enhance the value of the Yamaha brand name that is used by both companies. Similarly, the
Company’s President and Representative Director, Hiroyuki Yanagi, concurrently serves as an Outside Director of
Yamaha Corporation.
Atsushi Niimi
Atsushi Niimi provides management with advice and supervision as an Outside Director, based on his extensive
experience and wide-ranging knowledge as a corporate executive at several global organizations. Mr. Niimi meets
the requirements for independence stipulated by the Tokyo Stock Exchange for independent directors and the
“Standards for Selecting Independent Outside Offi cers,” and the Tokyo Stock Exchange has been duly notifi ed of his
designation as an Outside Offi cer.
Outside Audit &
Supervisory Board
Members
Isao Endo
Isao Endo uses his vast experience and wide-ranging knowledge as a corporate executive and professor at the graduate
school level in auditing the Company. Mr. Endo meets the requirements for independence stipulated by the Tokyo Stock
Exchange for independent audit & supervisory board members and the “Standards for Selecting Independent Outside
Offi cers,” and the Tokyo Stock Exchange has been duly notifi ed of his designation as an Outside Offi cer.
Tomomi Yatsu
Tomomi Yatsu uses her signifi cant expertise as a certifi ed public accountant and attorney as well as her knowledge and
experience as an outside auditor for a corporation in performing her duty as one of the Company’s Audit & Supervisory
Board Members (Outside). Ms. Yatsu meets the requirements for independence stipulated by the Tokyo Stock Exchange
for independent audit & supervisory board members and the “Standards for Selecting Independent Outside Offi cers,”
and the Tokyo Stock Exchange has been duly notifi ed of her designation as an Outside Offi cer.
2) Appointment of Outside Directors and Outside Audit & Supervisory Board Members
Corporate Governance
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2014 Yamaha Motor Co., Ltd. 󱚈 Annual Report 2014
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