Yamaha 2015 Annual Report Download - page 33

Corporate Governance
13) Matters in respect of ensuring the effectiveness of
instructions given by Audit & Supervisory Board Members to
the employees assisting Audit & Supervisory Board Members
• 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.
14) Rules concerning Directors and employees reporting to the
Audit & Supervisory Board Members
• Directors and employees shall report to Audit & Supervisory Board
Members on malpractice and/or acts concerning the execution of
duties by Directors or employees, fact which violates the law and
the Company’s Article of Incorporation, and incidents that could
cause the Company considerable damage, depending on the
importance and urgency thereof.
• Directors and employees shall report the following matters to the
Audit & Supervisory Board Members periodically, or when
necessary, at their request:
– Establishment and operation of internal control systems, and
related subjects
– Results of internal audits conducted by the internal audit section
– Operation of the internal reporting system, and receipt of reports
15) Rules to submit a report to Audit & Supervisory Board
Members by the subsidiaries’ Directors, Audit & Supervisory
Board Members, employees who execute business, any
other person in an equivalent position and employees or any
person who received reports from aforementioned persons
• The subsidiaries’ Directors, Audit & Supervisory Board Members,
Executive Officers, employees, and any person who received reports
from these persons shall report to the Company’s Audit &
Supervisory Board Members on malpractice and/or acts concerning
the execution of duties by Directors and employees of the Company
and its subsidiaries, fact which violates the law and Company’s
Articles of Incorporation, and incidents that could cause the
Company considerable damage, when they recognize that such
facts are present, depending on the importance and urgency
thereof.
• The subsidiaries’ Directors, Audit & Supervisory Board Members,
Executive Officers and employees and any person who received
reports from these persons shall report to Audit & Supervisory Board
Members of the Company, at their request, on the following matters
on a regular basis or when needed.
– Matters in respect of the business execution
– Result of audits performed by Audit & Supervisory Board
Members of the domestic subsidiaries
– Result of internal audits performed by the Company’s internal
auditing sector
– Status of compliance and risk management, etc.
16) Systems to ensure that any person who reports as described
in the preceding paragraph will not receive any
disadvantageous treatment due to such reporting
• The Company shall stipulate in its internal rules that any person who
reports as described in the preceding paragraph will not receive any
disadvantageous treatment due to such reporting.
17) Matters regarding the policy for handling expenses or
liabilities incurred in relation to the procedures for the
advance payment or reimbursement of expenses incurred
during the execution of duties by Audit & Supervisory Board
Members, and other expenses or liabilities incurred during
execution of the said duties
• In order to pay expenses, etc., incurred in the course of the Audit &
Supervisory Board Members’ execution of duties, a certain amount
of budget shall be allocated annually.
• When requests such as payment of expenses in advance are made
by Audit & Supervisory Board Members in accordance with Article
388 of the Corporation Act of Japan, payment of such expenses or
liabilities shall be made or discharged in a prompt manner.
18) Other systems to ensure effective auditing by Audit &
Supervisory Board Members
• The Representative Directors shall meet with the Audit &
Supervisory Board Members periodically to exchange opinions.
• Audit & Supervisory Board Members shall attend important
meetings of bodies including the Management Committee, Risk
Management and Compliance Committee, and Executive
Committee.
• The internal audit section shall explain its internal audit plan to Audit
& Supervisory Board Members in advance.
• The minutes of the Management Committee meeting and any other
meetings as the Audit & Supervisory Board Members may specify
shall be made available for their perusal. The Audit & Supervisory
Board Members shall be granted similar access to any approved
proposal memorandums they may specify.
• Auditing assistance from outside experts shall be secured when
deemed necessary by the Audit & Supervisory Board.
Communication among Outside Directors,
Audit & Supervisory Board Members (including
Outside Audit & Supervisory Board Members),
Accounting Auditor, Internal Auditing Division,
and Internal Control Division
• Outside Directors assess the current status of the Group and
identify issues of interest through regular receipt of internal audit
reports from the Internal Auditing Division. Opinions are voiced at
Board of Directors’ meetings when necessary.
• In their association with the Accounting Auditor, Audit & Supervisory
Board Members, including Outside Audit & Supervisory Board
Members, receive an auditor’s report, in accordance with prevailing
laws, and review the fairness of the report. Both sides pursue
communication through the exchange of information and opinions
whenever necessary. In their association with the Internal Auditing
Division, Audit & Supervisory Board Members, including Outside
Audit & Supervisory Board Members, seek to improve the
effectiveness and efficiency of auditors’ audits through access to
internal audit plans and reports on the results of audits.
• The internal control division offers reports, when necessary, to the
Internal Auditing Division, Audit & Supervisory Board Members, and
the Accounting Auditor on the status of internal control measures,
specifically their establishment and application.
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. 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.
In addition to the required criteria for independence stipulated by
the Tokyo Stock Exchange, the Company has formulated its own
“Standards for Selecting Independent Outside Officers” to evaluate the
independence and objectivity of Outside Directors and Outside Audit &
Supervisory Board Members.
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 accepted a director from
Yamaha Motor Group
5. Individuals with a vested interest in the Yamaha Motor Group
6. Individuals who might have a conflict of interest with our general
shareholders
7. In office more than 8 years
Moreover, individuals who are second-degree relatives, or
cohabiting relatives, of any of those mentioned above in 1 through 5
may not be officers.
For the full text of Yamaha Motor’s “Standards for Selecting
Independent Outside Officers,” please visit:
http://global.yamaha-motor.com/ir/governance/pdf/
independent_en.pdf
Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015 Yamaha Motor Co., Ltd. 󱚈 Annual Report 2015
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