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Yamaha Motor Co., Ltd. (the "Company") announces the following changes in the management system and Company personnel, affecting directors, corporate auditors and executive officers, and a new committee organization, described below. |
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(1)New System for Directors and Executive Officers |
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The Company recognizes that corporate governance is an important tool to ensure disciplined management and maximize long-term corporate value. Based on this realization, the Company has been striving to speed up its managerial decision-making; clarify official duties for directors; and improve the process and transparency in nominating directors and determining the amount of their remuneration. In order to further enhance corporate management supervisory capabilities, the newly adopted changes clarify the official duties of directors and executive officers, and reform the corporate governance system. Specifically, the new system aims to bolster corporate governance by separating business execution and management supervision functions. |
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Details of the Changes |
(1) |
Board of Directors and Directors |
The role of the Board of Directors is defined as "approving the basic principles of the Yamaha Motor Group and supervising the Group's business execution." In other words, the Board of Directors is charged with deliberating the basic principles and key issues of the Group, and supervising the Group's management. |
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This will entail revamping the corporate organization into a flatter structure. Such restructuring, in turn, means abolishing the previous system for Executive Directors, except for the positions of Chairman and Director, and President and Director. At the same time, the restructuring seeks to strengthen the Outside Director system. |
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(2) |
Executive Officers |
The role of Executive Officers is defined as "business execution." They are charged with fulfilling their responsibilities in this regard under direction of the President and Chief Executive Officer. |
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Executive Officers with special posts are the President and Chief Executive Officer, the Vice President and Executive Officer, Senior Managing Executive Officer, Managing Executive Officer, and Senior Executive Officer. |
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Implementation Period |
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These changes will be formalized at the end of the 72nd Ordinary General Meeting of Shareholders, to be held March 27, 2007. |
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(2)Election of Substitute Corporate Auditors |
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As stipulated in the Corporate Law of Japan, more than half the Corporate Auditors associated with any company must be Outside Corporate Auditors. However, in order to prepare for the contingency that the number of Corporate Auditors could fall below the minimum stipulated in the Corporate Law, the Company has decided to elect Substitute Corporate Auditors. |
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(3)Changes in Directors and Corporate Auditors (effective March 27, 2007) |
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Changes Affecting Directors |
(1) |
Changes in position |
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(Name) |
(New position) |
(Current position) |
| Tsuneji Togami |
Chairman and Director |
Senior Managing Director and Representative Director |
| Tetsuo Uchiyama |
Representative Director |
Director |
| Hiroyasu Miyao |
Director |
Managing Director |
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(2) |
New Director candidates |
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| Toru Watabiki |
(Executive Officer, Senior General Manager of Planning Operations, Motorcycle Headquarters) |
| Akira Sano |
(Executive Officer, Senior General Manager of the American Headquarters and President of Yamaha Motor Corporation U.S.A.) |
| *Masayoshi Furuhata |
(Corporate Auditor) |
| *Eizo Kobayashi |
(Senior Advisor, American Family Life Assurance Company of Columbus) |
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| Chairman and Director |
Toru Hasegawa
(Scheduled to assume the position of Advisor) |
| Director |
Yukio Suganuma
(Scheduled to assume the position of Advisor) |
| Director |
Shinji Terashita
(Scheduled to assume the position of Executive Officer) |
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Changes Affecting Corporate Auditors |
(1) |
New Corporate Auditor candidate |
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| *Norihiko Shimizu |
(Visiting Professor, Graduate School of International Business Strategy, Hitotsubashi University) |
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(2) |
Resigning Corporate Auditor |
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| Masayoshi Furuhata |
(Scheduled to assume the position of Outside Director) |
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(3) |
Substitute Corporate Auditor candidate |
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| *Tetsuo Kawawa |
(Attorney) |
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Directors and Corporate Auditors are scheduled for formal election on approval of the Ordinary General Meeting of Shareholders, to be held March 27, 2007. |
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Masayoshi Furuhata and Eizo Kobayashi are candidates for Outside Director. Norihiko Shimizu is a candidate for Outside Corporate Auditor, while Tetsuo Kawawa is a candidate for Substitute Outside Corporate Auditor. |
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Changes Affecting Executive Officers |
(1) |
New Executive Officers |
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| Shinji Terashita |
(Director and Senior General Manager of Quality Assurance Operations, Motorcycle Headquarters) |
| Takahiko Takeda |
(Senior General Manager of the Asian Headquarters and Senior General Manager of Sales Operations, Motorcycle Headquarters) |
| Yoshiteru Takahashi |
(President of PT. Yamaha Indonesia Motor Manufacturing) |
| Yoshiro Takahira |
(Senior General Manager of Procurement Operations, Motorcycle Headquarters) |
| Hiroyuki Yanagi |
(Senior General Manager of SyS Operations, Motorcycle Headquarters) |
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(2) |
Resigning Executive Officers |
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| Toru Watabiki |
(Scheduled to assume the position of Director) |
| Akira Sano |
(Scheduled to assume the position of Director) |
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In addition to the personnel changes listed above, seven Director candidates scheduled for reappointment - Takashi Kajikawa, Tetsuo Uchiyama, Hiroyasu Miyao, Wataru Suzuki, Shohei Kato, Toyoo Ohtsubo and Takaaki Kimura - and two new Director candidates - Toru Watabiki and Akira Sano - will assume Executive Officer positions. |
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(3) |
Executive Officers with special posts |
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| President and Chief Executive Officer |
Takashi Kajikawa |
(In charge of Brand Promotion, and Chief General Manager of Motorcycle Headquarters) |
| Managing Executive Officer |
Tetsuo Uchiyama |
(In charge of Finance, General Manager of the Corporate Planning Division and Senior General Manager of Japan Headquarters) |
| Managing Executive Officer |
Hiroyasu Miyao |
(In charge of Public Affairs, stationed at the Tokyo Office) |
| Senior Executive Officer |
Wataru Suzuki |
(In charge of Corporate Quality Assurance) |
| Senior Executive Officer |
Shohei Kato |
(In charge of Marketing, President of the ME Company and President of Yamaha Marine Co., Ltd.) |
| Senior Executive Officer |
Toyoo Ohtsubo |
(General Manager of the Process & IT Division) |
| Senior Executive Officer |
Takaaki Kimura |
(Senior General Manager of Automotive Operations) |
| Senior Executive Officer |
Toru Watabiki |
(Senior General Manager of Planning Operations, Motorcycle Headquarters) |
| Senior Executive Officer |
Akira Sano |
(Senior General Manager of the American Headquarters and President of Yamaha Motor Corporation U.S.A.) |
| Senior Executive Officer |
Akira Araki |
(Senior General Manager of Product Development Operations, Motorcycle Headquarters) |
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(4)Risk Compliance Committee Established |
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Following a review of its CSR promotion system, the Company integrated three related deliberative bodies - the CSR Committee, Compliance Committee, and Risk Management Committee - into the Risk Compliance Committee on February 1, 2007. |
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Mission: |
Promote compliance management throughout the Yamaha Motor Group. Deliberate and adopt measures to mitigate and manage risks that could negatively impact the development of the Yamaha Motor business. |
| (2) |
Chairman: |
President and Representative Director, Takashi Kajikawa |
| (3) |
Members: |
All full-time Directors and several outside experts |
| (4) |
Secretariat: |
CSR Planning Division |
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(Reference Information) |
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1. |
New Director and Corporate Auditor Lineup (effective March 27, 2007) |
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| Chairman and Director |
Tsuneji Togami |
| President and Representative Director |
Takashi Kajikawa |
| Representative Director |
Tetsuo Uchiyama |
| Director |
Hiroyasu Miyao |
| Director (Outside) |
Shuji Ito |
| Director |
Wataru Suzuki |
| Director |
Shohei Kato |
| Director |
Toyoo Ohtsubo |
| Director |
Takaaki Kimura |
| Director |
Toru Watabiki |
| Director |
Akira Sano |
| Director (Outside) |
Masayoshi Furuhata |
| Director (Outside) |
Eizo Kobayashi |
| Standing Corporate Auditor |
Haruhiko Wakuda |
| Standing Corporate Auditor |
Hiroshi Tanaka |
| Corporate Auditor (Outside) |
Naomoto Ohta |
| Corporate Auditor (Outside) |
Norihiko Shimizu |
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Note: |
A Substitute Corporate Auditor has been nominated to
prepare for the contingency that the number of Outside Corporate Auditors
could fall bselow the minimum stipulated in the Corporate Law. |
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| Substitute Corporate Auditor |
Tetsuo Kawawa |
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2. |
New Executive Officer Lineup (effective March 27, 2007) |
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| President and Chief Executive Officer |
Takashi Kajikawa |
(In charge of Brand Promotion, and Chief General Manager
of Motorcycle Headquarters) |
| Managing Executive Officer |
Tetsuo Uchiyama |
(In charge of Finance, General Manager of the Corporate
Planning Division and Senior General Manager of Japan Headquarters) |
| Managing Executive Officer |
Hiroyasu Miyao |
(In charge of Public Affairs, stationed at the Tokyo Office) |
| Senior Executive Officer |
Wataru Suzuki |
(In charge of Corporate Quality Assurance) |
| Senior Executive Officer |
Shohei Kato |
(In charge of Marketing, President of the ME Company and
President of Yamaha Marine Co., Ltd.) |
| Senior Executive Officer |
Toyoo Ohtsubo |
(General Manager of Process & IT Division) |
| Senior Executive Officer |
Takaaki Kimura |
(Senior General Manager of Automotive Operations) |
| Senior Executive Officer |
Toru Watabiki |
(Senior General Manager of Planning Operations, Motorcycle
Headquarters) |
| Senior Executive Officer |
Akira Sano |
(Senior General Manager of the American Headquarters and
President of Yamaha Motor Corporation U.S.A.) |
| Senior Executive Officer |
Akira Araki |
(Senior General Manager of Product Development Operations,
Motorcycle Headquarters) |
| Executive Officer |
Shinji Terashita |
(Senior General Manager of Quality Assurance Operations,
Motorcycle Headquarters) |
| Executive Officer |
Osamu Hayata |
(Senior General Manager of the Internal Control Auditing
Division) |
| Executive Officer |
Toshimitsu Iio |
(President of Yamaha Motor Manufacturing Corporation of
America) |
| Executive Officer |
Masahiro Inumaru |
(Senior General Manager of Brand Management Operations
and Senior General Manager of Marketing Operations, Motorcycle
Headquarters) |
| Executive Officer |
Kazuo Uchiyama |
(Senior General Manager of Aeronautic Operations) |
| Executive Officer |
Noritaka Shibata |
(Senior General Manager of Parts Operations) |
| Executive Officer |
Takashi Tsuchiya |
(Senior General Manager of the Europe Headquarters and
President of Yamaha Motor Europe N.V.) |
| Executive Officer |
Masao Furusawa |
(Senior General Manager of Engineering Operations, Motorcycle
Headquarters) |
| Executive Officer |
Nobuaki Shiraishi |
(President of the RV Company) |
| Executive Officer |
Tomotaka Ishikawa |
(President of Yamaha Motor India Pvt. Ltd.) |
| Executive Officer |
Masahito Suzuki |
(Senior General Manager of Research & Development Operations) |
| Executive Officer |
Tadakazu Ishibashi |
(In charge of special issues for the ME Company) |
| Executive Officer |
Takahiko Takeda |
(Senior General Manager of the Asian Headquarters and Senior
General Manager of Sales Operations, Motorcycle Headquarters) |
| Executive Officer |
Yoshiteru Takahashi |
(President of PT. Yamaha Indonesia Motor Manufacturing) |
| Executive Officer |
Yoshiro Takahira |
(Senior General Manager of Procurement Operations, Motorcycle
Headquarters) |
| Executive Officer |
Hiroyuki Yanagi |
(Senior General Manager of SyS Operations, Motorcycle Headquarters) |
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Note: |
Items appearing in parentheses in the table above are the incoming Executive Officers' current responsibilities. |
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* Major business lines of group companies:
PT. Yamaha Indonesia Motor Manufacturing:
Manufacture and marketing of motorcycles in Indonesia
Yamaha Motor Corporation U.S.A.:
Import and sales of Yamaha products in the U.S.
Yamaha Motor Manufacturing Corporation of America:
Manufacture of golf cars, personal watercraft and other products in the U.S.
Yamaha Motor Europe N.V.:
Import and sales of Yamaha products in the Netherlands, and marketing of Yamaha
products in Europe
Yamaha Motor India Pvt. Ltd:
Manufacture of motorcycles in India
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