Corporate Governance

The Yamaha Group has issued the Yamaha Philosophy and our Promises to Stakeholders, which outline our commitment to ensuring strong profitability while upholding our social responsibilities as a company, and thereby to achieving sustainable growth and improving corporate value over the medium- to long-term. We carry out transparent, high-quality business management based on the basic policies for corporate governance indicated below.

Basic policies for corporate governance

  • From a shareholder's perspective, ensure the rights and equal treatment of shareholders
  • Taking into consideration our relationships with all stakeholders, proactively fulfill the Company's social responsibilities
  • Ensure that information is disclosed appropriately and the management is transparent
  • By separating the oversight and executive functions and strengthening the oversight function, ensure that the Board of Directors is highly effective while at the same time executing decisions appropriately and with a sense of urgency
  • Proactively engage in dialogue with shareholders

Yamaha Corporation made the transition to a Company with Three Committees (Nominating, Audit, and Compensation) from June 22, 2017, with the objectives of making a clear separation between the oversight and the execution in management, thereby enhancing the oversight function of the Board of Directors and speeding up the execution of business.
Regarding the composition of the Board of Directors, the Company has appointed a Board with six eighth (6/8) of the members from outside with a diversity of backgrounds and specialties, including persons with management experience in other industries. Also, by forming a Nominating Committee, Audit Committee, and Compensation Committee with a majority of independent Outside Directors as obligated by law, the Company can execute its oversight function with further transparency and objectivity. The Audit Committee will strengthen the oversight function through audit by implementing validity checks in addition to legal checks, in cooperation with the Internal Audit Division.
Also, as an official function under the Companies Act, the Company established the Executive Officer position to assume a direct responsibility to shareholders, and they have been delegated major authority from the Board of Directors. By having the Executive Officers functioning as important decision-makers in the execution of business operations, the Company is aiming to speed up this process.
By implementing the abovementioned measures to strengthen the oversight functions and speed up the execution, the Company endeavors to further strengthen corporate governance and to continuously increase corporate value.

Corporate Governance Structure (as of June 25, 2021)

[ image ] Corporate Governance Structure (as of April 1, 2020
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Governance Organization Personnel
(Yamaha Corporation, as of June 25, 2021)
  Male Female
Directors Total 7 1
Outside Directors 5 1
Executive Officers Total 5 0
President and Representative Executive Officer 1 0
Managing Executive Officer 2 0
Operating Officers Total 8 1
Audit Officers Total 2 0
Nominating Committee Members Total 4 0
Outside Directors 3 0
Audit Committee Members Total 2 1
Outside Directors 2 1
Compensation Committee Members Total 4 0
Outside Directors 3 0
Governance Organization Personnel, by Nationality
(Yamaha Corporation, as of June 25, 2021)
  Japan Overseas
Directors Total 7 1
Outside Directors 5 1
Executive Officers Total 5 0
President and Representative Executive Officer 1 0
Managing Executive Officers 2 0
Operating Officers 8 1
Audit Officers 2 0

Directors and Board of Directors

The number of Directors of the Company is eight (8) as of June 25, 2021 (six (6) of them are Outside Directors). The Board Meeting held monthly (in principle). In keeping with its fiduciary duty, the Board of Directors presses for the Group’s sustainable growth and enhancement of enterprise value over the medium-to-longer term. The Board of Directors oversees the conduct of duties by the Executive Officers and the Directors, and makes decisions on important matters that are specified in laws and regulations, the Articles of Incorporation, and Regulations of the Board of Directors, including basic management policy. In addition, the Board of Directors supervises overall management of the Company through overseeing the succession plan for the Chief Executive Officer and other officers, selecting the members and the chairs of the Nominating Committee, Audit Committee, and the Compensation Committee, appointing Executive Officers, Operating Officers and Audit Officers, approving transactions with related parties, and supervising the development and operation of the Internal Control Systems.
In keeping with its fiduciary duties, the Directors act to ensure the Company’s sustainable growth and enhance its enterprise value over the medium-to-longer term, taking into consideration the relationships with all stakeholders.
Directors understand relevant laws and regulations and the Company’s Articles of Incorporation and gather sufficient information in order to proactively express their opinions and engage in constructive discussions at the Board of Directors’ meetings as elsewhere.
In accordance with the Article 26, Paragraph 2 of the Company’s Articles of Incorporation under the Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with non-operating director to limit their liability for damages caused by negligence in executing their duties.
The Board of Directors held a total of twelve (12) meetings during the fiscal 2021 (from April 1, 2020 through March 31, 2021; the same shall apply hereinafter).

Nominating Committee

The number of members of Nominating Committee is four (4) as of June 25, 2021 (three (3) of them are Outside Directors). The Nominating Committee decides on the content of the proposals to be submitted to the General Shareholders’ Meeting for selection/dismissal of Directors and the content of proposals submitted to the Board of Directors for selection/dismissal of Executive Officers and Operating Officers. The Nominating Committee also implements the succession plan for the Chief Executive Officer and other officers through activities to develop human resources that can assume the positions of Director, Executive Officer, and Operating Officer.
The Nominating Committee held a total of three (3) meetings during the fiscal 2021.

Audit Committee

The number of members of Audit Committee is three (3) as of June 25, 2021 (three (3) of them are Outside Directors). The chair shall be an Independent Outside Director. The Audit Committee, either working in collaboration with the Internal Auditing Division or conducting audits directly on its own initiative, audits the structure and operation of the internal control systems of the Company and other Group companies. Based on the results, the Audit Committee conducts audits to determine the legality and appropriateness of the conduct of duties by the Executive Officers and Directors.
When deemed necessary, members of the Audit Committee report to or express their opinions to the Board of Directors, or may issue cease and desist orders to Executive Officers and/or Directors. In addition, the Audit Committee may decide on proposals to be considered in the General Shareholders’ Meeting, including the selection/dismissal of the accounting auditor.
The Audit Committee held a total of fifteen (15) meetings during the fiscal 2021.

Compensation Committee

The number of members of Compensation Committee is four (4) as of June 25, 2021 (three (3) of them are Outside Directors). The Compensation Committee establishes policies regarding the setting of compensation for Directors, Executive Officers, and Operating Officers and, based on these policies, sets the compensation of such officers individually.
The Compensation Committee held a total of four (4) meetings during the fiscal 2021.

Executive Officers

The number of Executive Officers is five (5) as of June 25, 2021 (one (1) of them is the Representative Executive Officer and two (2) of them are the Managing Executive Officers). The Executive Officers shall be responsible for the execution of business and will make important decisions from a Companywide perspective on matters related to the conduct of business that have been delegated to them by the Board of Directors and will be subject to the oversight of the Board of Directors.

Operating Officers

The number of Operating Officers is nine (9) as of June 25, 2021. The Operating Officers will execute the business activities they are responsible for from a Companywide perspective based on the important decisions related to conduct of business by the Board of Directors or the Executive Officers, under the oversight of the Executive Officers.

Audit Officers

The number of Audit Officers is two (2) as of June 25, 2021. The Audit Officers will be responsible for auditing functions in the Yamaha Group as a member of the management team at the equivalent position as Operating Officers.

Process and Standards for Selecting Directors and Other Personnel

Regarding the selection of candidates for Director, the Nominating Committee selects candidates based on basic personal qualities and capabilities, competency, experience and record of achievements that are required of internal directors and outside directors as defined by their respective roles, and then decides on the content of selection proposals to be submitted to the General Shareholders' Meeting.
Regarding the selection of members and the chairs of the Nominating Committee, Audit Committee, and Compensation Committee, the Nominating Committee selects candidates based on personal qualities and capabilities as defined by the roles of each of these committees. The Nominating Committee then decides on the content of selection proposals to be submitted to the Board of Directors. Note that for the selection of candidates for the members and the chair of the Audit Committee, the Nominating Committee gathers opinions from the Audit Committee in advance.
For Executive Officers, the Nominating Committees selects candidates based on basic personal qualities and capabilities, competency, experience, and record of achievements that are required of Executive Officers as defined by their respective roles, and then decides on the content of selection proposals to be submitted to the Board of Directors.
For Operating Officers, the Nominating Committee selects candidates based on personal qualities and capabilities they are required to play as defined by their respective roles, and then decides on the content of selection proposals to be submitted to the Board of Directors.

Reason for Appointment of Directors
Title Name Reason for appointment
Director Takuya Nakata Having served in positions such as General Manager of our Pro Audio & Digital Musical Instruments Division, President and Director of Yamaha Corporation of America, Mr. Takuya Nakata has a wealth of experience and achievements alongside broad insight in business. He has led the Group as President and Representative Director since June 2013, and as Director, President and Representative Executive Officer since June 2017 after our transition to a Company with Three Committees (Nominating, Audit, and Compensation). Additionally, he has been a leader in Corporate Governance reform via initiatives such as the transition to a Company with Three Committees (Nominating, Audit, and Compensation), and has worked to strengthen the oversight function of the Board of Directors. He was appointed as a director on expectations that he would help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director Satoshi Yamahata In addition to work experience at an overseas subsidiary, Mr. Satoshi Yamahata has served as General Manager of the Accounting and Finance Division, General Manager of the Corporate Planning Division, Executive General Manager of the Operations Unit, and Executive General Manager of the Corporate Management Unit, and has a wealth of experience and achievements alongside broad insight. He has promoted Corporate Governance reform as Director and Senior Executive Manager since June 2015 and as Director and Managing Executive Officer since June 2017, and has worked to strengthen the oversight function of the Board of Directors. He was appointed as a director on expectations that he would help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director Taku Fukui With a mastery of corporate law and corporate governance in Japan and overseas as an attorney, Mr. Taku Fukui has a high degree of expertise, wealth of experience and achievements alongside broad insight. Since assuming the position of Outside Director of the Company in June 2017, he has provided highly effective supervision while supporting the determination of major corporate actions and quick and decisive execution on decision-making, based on his high degree of expertise, wealth of achievements and insights, etc. He was appointed as a director on expectations that he would help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director Yoshihiro Hidaka Having been involved in management at one of the largest global transportation equipment manufacturers in Japan, Mr. Yoshihiro Hidaka has a wealth of experience and achievements alongside broad insight as a corporate manager. Additionally, as President and Representative Director of Yamaha Motor Co., Ltd., a company that shares a common brand with the Company, he is a person with one of the deepest understandings of the Yamaha brand. Since assuming the position of Outside Director of the Company in June 2018, he has provided highly effective supervision while supporting the determination of major corporate actions and quick and decisive execution on decision-making, based on his wealth of achievements and insights, etc., as a corporate manager. He was appointed as a director on expectations that he would help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc., and improve the Yamaha brand value.
Director Mikio Fujitsuka Having been involved in management as CFO at one of the largest global construction machinery manufacturers in Japan, Mr. Mikio Fujitsuka has a wealth of experience and achievements alongside broad insight as a corporate manager, as well as adequate knowledge of finance and accounting. Since assuming the position of Outside Director of the Company in June 2019, he has provided highly effective supervision while supporting the determination of major corporate actions and quick and decisive execution on decision-making, based on his wealth of achievements and insights, etc., as a corporate manager. He has been appointed as a director on expectations that he will help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director Paul Candland Having been involved in management as the person responsible for the Asian region and Japanese arm of a global entertainment company, Mr. Paul Candland has a wealth of experience and achievements alongside broad insight as a manager. Since assuming the position of Outside Director of the Company in June 2019, he has provided highly effective supervision while supporting the determination of major corporate actions and quick and decisive execution on decision-making, based on his wealth of achievements and insights, etc., as a corporate manager. He has been appointed as a director on expectations that he will help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director Hiromichi Shinohara Having been involved in management as a representative director of one of the largest communications and ICT companies in Japan, Mr. Hiromichi Shinohara has a wealth of experience and achievements alongside broad insight as a corporate officer. He also has wide-ranging and in-depth knowledge of communications systems and electronics.
He has been nominated as a director on expectations that he will help strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director Naoko Yoshizawa Having been involved in management as an executive officer of one of the largest electronics and ICT companies in Japan and as the CEO of its overseas group company, Ms. Naoko Yoshizawa has a wealth of experience and achievements alongside broad insight as a corporate officer. She also has a high degree of expertise in digital and AI technologies.
She has been nominated as a director on expectations that she will help strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
  • * Yamaha has registered six Outside Directors — Taku Fukui, Yoshihiro Hidaka, Mikio Fujitsuka, Paul Candland, Hiromichi Shinohara and Naoko Yoshizawa — as independent directors pursuant to Tokyo Stock Exchange provisions (as of June 25, 2021).
Expertise held by the Company’s Directors
Directors Corporate management Legal and risk management Finance and accounting IT and digital Manufacturing, technology, and R&D Marketing and sales Global experience
Takuya Nakata   x     x x x x
Satoshi Yamahata     x x       x
Taku Fukui Outside   x         x
Yoshihiro Hidaka Outside x   x       x
Mikio Fujitsuka Outside x x x       x
Paul Candland Outside x         x x
Hiromichi Shinohara Outside x     x x   x
Naoko Yoshizawa Outside x     x x   x
Major Activities by Outside Directors in the Year Ended March 31, 2021
  Board of Directors Nominating Committee Audit Committee Compensation Committee
Total meetings held 12 3 15 4
Outside Director
Yoshimi Nakajima
Attended 11 3 15 4
Attendance rate* 91.7% 100% 100% 100%
Outside Director
Taku Fukui
Attended 12 - 15 -
Attendance rate* 100% - 100% -
Outside Director
Yoshihiro Hidaka
Attended 12 3 - 4
Attendance rate* 100% 100% - 100%
Outside Director
Mikio Fujitsuka
Attended 12 - 15 -
Attendance rate* 100% - 100% -
Outside Director
Paul Candland
Attended 12 3 - 4
Attendance rate* 100% 100% - 100%
  • * The attendance rate denominator is the total number of meetings held during each person's term of service

In principle, materials for meetings of the Board of Directors are posted on the database system of the intranet at least three days prior to ensure that Outside Directors can share information, and each Outside Director receives explanations regarding proposals if necessary. Details of deliberations at the Managing Council and internal regulations are also shared through the same database system.
In addition, the secretariat provides Outside Directors with information regarding major events at the Company and analyst reports as needed.

Based on the Companies Act and Ordinances for the Enforcement of the Companies Act, Yamaha Corporation has put in place systems to secure the proper conduct of its business activities (hereinafter, Internal Control Systems). The aims of these systems are conducting business efficiently, securing the reliability of reporting, securing strict compliance with laws and regulations, preserving the value of Company assets, and strengthening risk management.
The Company has structured the Internal Control Systems for the Group as a whole, based on the "Group Management Charter," which sets forth basic Group management policies, and the "Group Internal Control Policy," which sets internal control policy for the Group. Regarding decisions on the status of management and on issues with some degree of importance which may have an effect on the management condition of the Group, Subsidiaries are required to receive approval from the Company in advance and report certain items to the Company.

Information Relating to Conflicts of Interest

When engaging in transactions with Directors, Executive Officers, or close relatives thereof, necessary systems shall be put in place and monitored to ensure that they are not detrimental to Yamaha Corporation or its shareholders' common interests. With the approval of the Board of Directors pursuant to the Companies Act, the results of related party transactions shall be reported after a transaction is completed.

Remunerations for Directors

Individual amounts and policy regarding the compensation of Directors and Executive Officers have been determined in the Compensation Committee, which is comprised of three Outside Directors and one internal Director.
Compensation for Directors (excluding Outside Directors) and Executive Officers will consist of (1) fixed compensation, (2) performance-linked bonuses, and (3) compensation in the form of restricted stock (restricted stock compensation). The approximate breakdown of total compensation of (1), (2), and (3) will be 5:3:2.
(1) Fixed compensation is monetary compensation according to job titles and is paid monthly.
(2) Performance-linked bonuses are monetary compensation according to job titles that is linked with consolidated profit for the period and ROE for the current fiscal year and will be calculated, reflecting the individual's record of performance, in order to motivate individuals to contribute to enhancement of the Company’s performance. These bonuses are paid after the completion of the applicable fiscal year. The individual’s performance will be evaluated based on indicators of performance set by business and function in each area the individual is responsible for.
(3) Restricted stock compensation is share-based compensation according to job titles and is provided at the launch of the Medium-Term Management Plan with the intent of motivating the Directors and Executive Officers to enhance corporate value sustainably and having them share a common interest with shareholders. In order to motivate the Directors and Executive Officers to achieve the Company’s performance goals in the medium term, one-third (1/3) of restricted stock compensation is paid under the condition that an individual remains in the service of the Company for a certain period and two-thirds (2/3) of restricted stock compensation is linked to the Company’s performance. The Company’s performance will be measured using “core operating profit ratio,” “ROE,” and “EPS” as performance indicators, giving equal weight to each of them, as described in the Medium-Term Management Plan. Transfer restrictions shall remain effective until the retirement of Director or Executive Officer or for thirty (30) years from the receipt of restricted stock compensation for the purpose of aligning the interests of the corporate officers with those of the shareholders over a long period after the end of the MediumTerm Management Plan. In addition, a claw-back clause is included that will require the return of all or a portion of restricted shares transferred to officers on an accumulated basis to date, depending on the responsibility of the officers in charge, in the event of serious cases of accounting fraud and/or major losses during the restricted period.
(4) Outside Directors will receive only the fixed compensation.

Amount of Remuneration and Other Compensation Provided to Yamaha Directors and Executive Officers
(Year Ended March 31, 2021)
Classification Total Compensation (Millions of Yen) Compensation by Type
(Millions of Yen)
Number of directors and officers
Fixed Remuneration Performance-based bonuses Compensation in the form of restricted stock
Director
Outside Directors
67
67
67
67
- - 6
6
Executive Officers 451 224 85 141 6
  • * The above numbers include one Director who retired at the conclusion of the 196th Ordinary General Shareholders’ Meeting held on June 23, 2020.
  • * The total amount of compensation, etc., paid to the executive officers concurrently serving as directors is described in the section for executive officers.
  • * Shares as compensation in the form of restricted stock were granted in a lump sum in fiscal 2020 (fiscal year ended March 31, 2020), the first year of the Medium-Term Management Plan and no such shares were granted during the fiscal year under review. The amount of compensation stated above is the accounting figure pro rata appropriated for the three years covered by the Medium-Term Management Plan.
Remuneration by Director
(Year Ended March 31, 2021)
Name Total Compensation (Millions of Yen) Director category Company category Compensation by Type
(Millions of Yen)
Fixed Remuneration Performance-based bonuses Compensation in the form of restricted stock
Takuya Nakata 155 President and Representative Executive Officer Submitting Company 77 27 50
  • * Only directors whose total consolidated remuneration is ¥100 million or more are listed.

The Company employs Ernst and Young ShinNihon LLC as its accounting auditor. Three certified public accountants belonging to the said audit corporation, conduct the accounting audits of the Company. The said audit corporation has already introduced a voluntary shift system for designated and engagement partners in order to ensure that the duration of the engagement does not exceed a certain fixed period. In addition, another ten (10) certified public accountants and thirty two (32) assistants help the aforementioned three certified public accountants conduct the auditing work.

Compensation for Accounting Auditor in Fiscal 2020 and 2021

Classification Fiscal 2020 Fiscal 2021
Compensation based on audit certificate services
(Millions of yen)
Compensation based on non-auditing services
(Millions of yen)
Compensation based on audit certificate services
(Millions of yen)
Compensation based on non-auditing services
(Millions of yen)
Filing Company 113 - 125 2
Consolidated affiliates 21 19 21 19
Total 134 19 147 21

Notes: Other important compensation:
Fiscal 2021: A part of overseas consolidated subsidiaries of Yamaha Corporation paid ¥98 million yen in compensation based on audit certificate services to accounting firms, etc. that do not belong to the same auditing accounting auditor network as Yamaha Corporation.
Fiscal 2020: A part of overseas consolidated subsidiaries of Yamaha Corporation paid ¥93 million yen in compensation based on audit certificate services to accounting firms, etc. that do not belong to the same auditing accounting auditor network as Yamaha Corporation.

A System to Reflect the Opinions of Stakeholders in Management

In addition to the respective dialogue with shareholders and investors, Yamaha Corporation gives presentations on its medium-term management plan and quarterly earnings for securities analysts and institutional investors, provides business briefings, and conducts facilities tours and gives presentations to individual investors. The Company also posts its management plan and the explanatory materials used in earnings presentations on the Company website.
The results of the dialogue with shareholders and investors are reported to the Board of Directors by the Director, Executive Officers, or Operating Officers responsible on a timely basis, and they will be appropriately reflected in the management of the Company, leading to the Group's sustainable growth and enhancing enterprise value over the medium-to-longer term. Additionally, the voting is analyzed for each resolution at the Ordinary General Shareholders' Meeting, and this is reported to the Board of Directors.

In accordance to the provisions of the Tokyo Stock Exchange and the Corporate Governance Code, the Company has created a policy and report which describes our thoughts and systems for corporate governance.