Yamaha 2014 Annual Report Download - page 36

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.
Specific activities include quarterly financial results briefings, “IR road
shows” for overseas investors, briefings to explain the Company’s
businesses, efforts to improve information disclosure on the IR website,
individual meetings with analysts and media interviews.
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.
Shinji Tamiya
Designated Limited Liability and Engagement Partner
Takahiro Takiguchi
Designated Limited Liability and Engagement Partner
Masanori Enomoto
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 fifteen (15) Certified Public
Accountants and nineteen (19) 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.
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 the 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
Corporate Governance
3) Director or Audit & Supervisory Board Member received more than ¥100 million in aggregate remuneration and other compensation
(Millions of yen)
Name Offi cer
classifi cation
Company
classifi cation
Basic
compensation
Compensation linked to performance
Stock
compensation
plan
Total
Directors’
bonuses
Individual
performance-
linked
Hiroyuki Yanagi Director The Company 80 75 — 11 167
Takaaki Kimura Director The Company 67 63 — 9 140
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 regulations. 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 the General
Meeting of Shareholders
The Company has stipulated a special resolution requirement at the
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.
(Millions of yen)
Offi cer classifi cation Basic
compensation
Compensation linked to performance Stock
compensation
plan
Total
Directors’
bonuses
Individual
performance-linked
Directors (13) 309 247 31 45 633
Outside Directors (4) (28) — — — (28)
Audit & Supervisory Board Members (4) 77 — — — 77
Outside Audit & Supervisory Board Members (2) (18) — — — (18)
Total 387 247 31 45 711
Notes 1.
The annual amount of remuneration for Directors excluding Directors’ bonuses shall be ¥540 million or less (including ¥50 million or less for Outside Directors), and the annual amount of
remuneration for Audit & Supervisory Board Members shall be ¥90 million or less.
2. The directors’ bonuses under “Compensation linked to performance” are the amounts scheduled to be paid.
3. The fi gures above include amounts for one Director who retired as of the closing of the 79th Ordinary General Meeting of Shareholders, held on March 25, 2014.
4. In addition to the remuneration shown above, ¥46 million was paid as employee salaries to Directors concurrently serving as employees.
2) Directors’ remuneration
Remuneration and other compensation for the Company’s Directors and Audit & Supervisory Board Members in fiscal 2014 are as follows.
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2014 Yamaha Motor Co., Ltd. 󱚈 Annual Report 2014
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