Yamaha Corporation: Governance and Sustainability

Corporate Governance

Yamaha Corporation is committed to strengthening its corporate governance framework, promoting compliance, and ensuring sound and transparent management through appropriate information disclosure. The company aims to enhance corporate value by adhering to its corporate philosophy and stakeholder commitments.

Corporate Governance Basic Policy

Ensuring shareholder rights and equality from a shareholder perspective.
Considering relationships with all stakeholders and actively fulfilling corporate social responsibility.
Ensuring transparent management through appropriate information disclosure.
Enhancing the effectiveness of the Board of Directors and ensuring swift and appropriate execution by separating supervision and execution and strengthening supervisory functions.
Actively engaging in dialogue with shareholders.

Corporate Governance System

Yamaha Corporation transitioned to a committee system (Nomination Committee, etc.) in June 2017 to further clarify the separation of supervision and execution, strengthen the board's supervisory function, and accelerate execution. The Board of Directors comprises 8 members, with 6 independent outside directors, ensuring a strong supervisory function. The company has established committees for nomination, audit, and remuneration, all chaired by independent outside directors, to enhance transparency and objectivity.

Board of Directors and Executive Officers

As of June 20, 2025, the Board of Directors consists of 8 members, including 6 independent outside directors. The board meets monthly to oversee management and make decisions on fundamental business strategies. Executive officers are responsible for executing business operations under the supervision of the board.

Committees

Nomination Committee: Composed of 4 members (3 independent outside directors), responsible for deciding on director and executive officer appointment proposals.
Audit Committee: Composed of 3 members (3 independent outside directors), responsible for overseeing the company's internal control systems and financial reporting.
Remuneration Committee: Composed of 3 members (3 independent outside directors), responsible for determining the remuneration policy for directors and executive officers.

Director Expertise

Directors possess diverse expertise in areas such as business management, legal and risk management, finance and accounting, IT and digital, manufacturing and technology, marketing and sales, and global business. This diverse expertise contributes to effective board oversight and strategic decision-making.

Support System for Outside Directors

Outside directors are provided with comprehensive support, including pre-meeting materials, individual briefings, and access to information on company operations and market trends to facilitate their effective participation and contribution.

Risk Management

Yamaha Corporation is committed to enhancing its risk response capabilities and ensuring sound and transparent management by developing and improving its risk management system and mechanisms. The company categorizes risks into external environmental risks, management strategy risks, business process risks, and management base risks.

Risk Management Framework

The company has established a Risk Management Committee, chaired by the President and CEO, which deliberates on risk management themes from a company-wide perspective and reports to the Board of Directors. Subcommittees focus on specific areas such as BCP/Disaster Countermeasures, Financial Management, Compliance, Export Control, and Information Security.

Risk Management Initiatives

BCP and Disaster Preparedness: Developing and implementing Business Continuity Plans (BCP) and conducting drills to ensure business continuity in the event of disasters or emergencies.
Infrastructure Improvement: Promoting seismic retrofitting of company buildings and implementing disaster prevention measures for facilities.
Damage Mitigation Measures: Establishing seismic standards for equipment, reviewing flood risk, and implementing drainage systems.

Risk Assessment

Risks are classified and assessed based on their potential impact and likelihood. The company identifies key risks and implements mitigation activities to enhance control levels.

Compliance

Yamaha Corporation places a high priority on compliance, adhering not only to laws and regulations but also to social norms and corporate ethics. The company promotes a strong compliance culture through its Compliance Action Standards and internal training programs.

Compliance Promotion System

The Compliance Promotion Committee, under the Risk Management Committee, oversees compliance activities across the group. This includes monitoring the legal and ethical business conduct of each department and group company and reporting to the Board of Directors.

Compliance Awareness and Education

The company conducts regular compliance surveys and provides training to employees to enhance their awareness and understanding of compliance. It also operates a whistleblowing system to encourage reporting of potential violations.

Compliance Hotlines

Yamaha Corporation operates multiple hotlines, including internal and external channels, to receive consultations and reports on compliance matters. These hotlines are available in multiple languages to ensure accessibility for all employees.

Fair Business Practices

The company is committed to fair competition and ethical business practices, prohibiting cartels, bid-rigging, and other anti-competitive activities. It also adheres to anti-monopoly laws and regulations.

Anti-Corruption

Yamaha Corporation is committed to preventing bribery and corruption, aligning with the principles of the United Nations Global Compact. The company prohibits all forms of bribery and corruption and ensures that its business partners also adhere to these principles.

Stakeholder Engagement

Yamaha Corporation actively engages with its stakeholders, including shareholders, investors, customers, and employees, to understand their perspectives and incorporate them into its business strategies. The company conducts various communication activities, such as investor relations events, customer feedback surveys, and employee engagement programs.

Shareholder and Investor Dialogue

The company maintains open communication with shareholders and investors through various channels, including financial results briefings, investor meetings, and its corporate website. This dialogue helps the company to understand investor expectations and to reflect them in its management strategies.

ESG Investment Initiatives

Yamaha Corporation is recognized by various ESG rating agencies and indices, including FTSE4Good and MSCI, reflecting its commitment to environmental, social, and governance principles.

Financial Information and Shareholder Returns

Executive Compensation

Executive compensation is determined by the Remuneration Committee and is linked to performance, ensuring alignment with the company's long-term value creation goals. Compensation includes fixed pay, performance-based bonuses, and restricted stock awards.

Auditor Information

The company's auditor is EY ShinNihon LLC. The audit fees for the fiscal year ending March 31, 2025, are detailed in the report.

Shareholder Returns

Yamaha Corporation aims to enhance shareholder returns through a combination of stable dividends and strategic investments in growth opportunities. The company balances reinvestment for future growth with shareholder returns, considering capital efficiency.

	Yamaha Corporation Corporate Governance Report 2021 This report details Yamaha Corporation's corporate governance framework, policies, structure, and commitment to transparency, stakeholder value, and sustainable growth as of June 25, 2021. It outlines the company's basic policies, capital structure, organizational setup, board composition, committee functions, remuneration policies, internal control systems, and shareholder engagement efforts.
	Yamaha Group ESG Data (Environmental, Social, and Governance) This document presents the Yamaha Group's ESG (Environmental, Social, and Governance) data for the fiscal year ending March 31, 2024. It details environmental initiatives, social contributions, and corporate governance practices, including GHG emissions, energy consumption, water usage, waste management, employee data, safety and health metrics, and governance structures.
	Yamaha Sustainability Report 2025: Yamaha Group's Sustainability This report details Yamaha Group's commitment to sustainability, outlining their approach to environmental, social, and governance (ESG) factors. It covers their sustainability philosophy, management practices, materiality assessment, and stakeholder engagement, emphasizing their goal of contributing to people's enriched lives through their products and activities.
	Yamaha Group Annual Report 2024 Explore the Yamaha Group's 2024 Annual Report, detailing their commitment to creating social value and enhancing corporate value. Discover their management strategies, corporate initiatives, and dedication to the well-being of people worldwide through sound and music.
	Yamaha Sustainability Report 2025 Yamaha Corporation's Sustainability Report for 2025, detailing their commitment to creating a richer society through music and sound, environmental initiatives, social responsibility, and corporate governance.
	Yamaha Corporation 201st Fiscal Period Securities Report This document is the 201st fiscal period securities report for Yamaha Corporation, covering the period from April 1, 2024, to March 31, 2025. It provides detailed financial information, business overview, historical milestones, and corporate governance.
	Yamaha Group Sustainability Policy and Initiatives An overview of Yamaha Group's sustainability policy, initiatives, and progress in areas such as environmental protection, social contribution, and governance, based on the Make Waves 1.0 medium-term management plan.
	TCFD and TNFD Alignment: Yamaha's Approach to Climate Change and Biodiversity This document outlines Yamaha's commitment to addressing climate change and biodiversity through the TCFD and TNFD frameworks. It details the company's governance, strategy, risk management, and targets related to environmental sustainability, focusing on climate action and the conservation of natural resources, particularly wood. The report includes scenario analysis, risk assessments, and mitigation strategies, emphasizing a commitment to a nature-positive future.