Annual Report 2019 Yamaha Group Annual Report 2019 75 CORPORATE GOVERNANCE CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Directors (As of June 25, 2019)

Takuya Nakata Masatoshi Ito Yoshihiro Hidaka Director, President and Representative Independent Outside Director Independent Outside Director Executive Offcer No. of shares owned: 0 No. of shares owned: 500 No. of shares owned: 45,500 1971 Joined Ajinomoto Co., Inc. 1987 Joined Yamaha Motor Co., Ltd. 1981 Joined the Company 1999 Member of the Board, Ajinomoto Co., Inc. 2010 Vice President of Yamaha Motor Corporation, 2005 General Manager of Pro Audio & Digital 2003 Representative Director, President, U.S.A. Musical Instruments Division Ajinomoto Frozen Foods Co., Inc. 2013 Executive General Manager of 3rd Business 2006 Executive Offcer 2006 Representative Director, Member of the Unit, MC Business Operations of 2009 Director and Executive Offcer Board & Corporate Senior Vice President Yamaha Motor Co., Ltd. 2010 President and Director of President, Food Products Company, 2014 Executive Offcer of Yamaha Motor Co., Ltd. Yamaha Corporation of America Ajinomoto Co., Inc. 2015 Executive General Manager of 2nd Business Senior Executive Offcer of the Company 2009 Representative Director, President & Chief Unit, MC Business Operations of 2013 President and Representative Director Executive Offcer, Ajinomoto Co., Inc. Yamaha Motor Co., Ltd. 2014 Director of Yamaha Motor Co., Ltd. 2015 Representative Director & Chairman of the 2016 Executive General Manager of 1st Business (Outside Director) (to the present) Board, Ajinomoto Co., Inc. Unit, MC Business Operations, and 2015 President of Yamaha Music Foundation 2016 Outside Director of Yamaha Corporation General Manager of ASEAN Sales Division, (to the present) (to the present) 1st Business Unit, MC Business 2017 Director, President and Representative Outside Director of Japan Airlines Co., Ltd. Operations of Yamaha Motor Co., Ltd. Executive Offcer (to the present) (to the present) 2017 Executive General Manager of Corporate 2019 Outside Director of NEC Corporation Planning & Finance Center of (to the present) Yamaha Motor Co., Ltd. Chairman of the Board of Ajinomoto Co., Inc. Senior Executive Offcer and Director of (to the present) Yamaha Motor Co., Ltd. Satoshi Yamahata 2018 President, Chief Executive Offcer, and Director and Managing Executive Offcer Representative Director of No. of shares owned: 16,400 Yamaha Motor Co., Ltd. (to the present) Outside Director of Yamaha Corporation 1988 Joined the Company Yoshimi Nakajima (to the present) 2009 General Manager of Accounting and Independent Outside Director Finance Division No. of shares owned: 0 2013 Executive Offcer and General Manager of Corporate Planning Division 1980 Joined The Yasuda Trust and Banking Co., Ltd. (currently Mizuho Trust & Banking Co., Ltd.) 2015 Executive General Manager of Operations Unit Mikio Fujitsuka (to the present) 1982 Joined AVON Products Co., Ltd. Independent Outside Director Director and Senior Executive Offcer 1997 Joined Citibank N.A. as Vice President No. of shares owned: 0 2016 Executive General Manager of Corporate 2000 Joined Societe Generale Securities Japan 1977 Joined Komatsu Ltd. Management Unit (to the present) Limited as Senior General Manager 2001 General Manager, Corporate Controlling 2017 Director and Managing Executive Offcer 2002 Joined American Express International, Inc. Department, Komatsu Ltd. (to the present) as Vice President and Head of Global Travelers Cheques and Prepaid Services, Japan 2005 Executive Offcer 2011 Country Manager, Singapore (President), 2008 President of Global Retail Finance Business American Express International, Inc. Division 2014 President and Representative Director of 2009 General Manager, Corporate Planning Division Foundation for Growth American Express Japan Co., Ltd. and President of Global Retail Finance (retired in December 2016) Business Division 2017 Outside Director of Yamaha Corporation 2010 Senior Executive Offcer (to the present) 2011 CFO, Director and Senior Executive Offcer Outside Director of AEON Financial Service 2013 Director and Senior Executive Offcer Co., Ltd. (to the present) 2016 Executive Vice President and 2018 Outside Director of Japan Freight Railway Representative Director Company (to the present) 2019 Director (retired in June 2019) Outside Director of ULVAC, Inc. Outside Director of Yamaha Corporation (to the present) (to the present) Outside Corporate Auditor of Mitsui Chemicals, Inc. (to the present)

Taku Fukui Independent Outside Director No. of shares owned: 0 Paul Candland 1987 Registered as an attorney Independent Outside Director Joined Kashiwagi Sogo Law Offces No. of shares owned: 0 2004 Professor of Keio University Law School 1985 Joined Owens Corning (to the present) 1987 Joined PepsiCo, Inc. 2005 Outside Audit & Supervisory Board Member of 1994 President of Okinawa Pepsi-Cola, Inc. Shin-Etsu Chemical Co., Ltd. (to the present) 1998 Representative of Japan Branch, 2009 Managing Partner of Kashiwagi Sogo Law PepsiCo International Ltd. Offces (to the present) Representative Director and General Manager 2017 Outside Director of Yamaha Corporation of The Disney Store Japan, Inc. (to the present) 2002 Managing Director, Walt Disney Television International Japan of The Walt Disney Company (Japan) Ltd. 2007 Representative Director and President, The Walt Disney Company (Japan) Ltd. (retired in December 2017) 2014 President of The Walt Disney Company, Asia (retired in December 2017) From the left: Mikio Fujitsuka, Yoshihiro Hidaka, Satoshi Yamahata, Taku Fukui, Yoshimi Nakajima, Paul Candland, Takuya Nakata, Masatoshi Ito 2018 Managing Director of PMC Partners Co., Ltd. (to the present) 2019 Outside Director of Yamaha Corporation (to the present) 74 Yamaha Group Annual Report 2019 Yamaha Group Annual Report 2019 75 CORPORATE GOVERNANCE CORPORATE GOVERNANCE

Reasons for Director Appointment Executive Officers and Operating Officers (As of June 25, 2019)

Appointed President and Representative Executive Officer Takashi Dairokuno Name Reasons for Appointment / Independence of Outside Directors Committee Takuya Nakata In charge of internal audits Having served in positions such as General Manager of our Pro Audio & Digital Musical Instruments Division and President and Director Executive General Manager of Brand Development Unit of Yamaha Corporation of America, Mr. Takuya Nakata has a wealth of experience and achievements alongside broad insight in business. Director, President and Nominating 1982 Joined the Company He has led the Group as President and Representative Director since June 2013, and as Director, President and Representative Executive 2002 Director and President of Yamaha Electronique Alsace S.A. Representative Committee Please refer to page 74 for career summary Offcer since June 2017 after our transition to a Company with Three Committees (Nominating, Audit, and Compensation). Additionally, he 2005 General Manager of Planning and Management Department of the Pro Executive Offcer has been a leader in Corporate Governance reform via initiatives such as the transition to a Company with Three Committees (Nominating, Compensation Audio & Digital Musical Instruments Division Audit, and Compensation) corporate structure, and has worked to strengthen the oversight function of the Board of Directors. He has Committee 2011 General Manager of Human Resources Division Takuya Nakata been appointed as a director on the expectation that he will help further strengthen the oversight function of the Board of Directors 2012 General Manager of Human Resources & General Administration Division through these achievements and insights. Managing Executive Officers 2014 General Manager of Internal Auditing Division In addition to work experience at an overseas subsidiary, Mr. Satoshi Yamahata has served as General Manager of the Accounting and Shinobu Kawase 2015 Full-Time Corporate Auditor Finance Division, General Manager of the Corporate Planning Division, Executive General Manager of the Operations Unit, and Executive Director and Managing 2017 Executive Offcer* (to the present) General Manager of the Corporate Management Unit, and has a wealth of experience and achievements alongside broad insight. He has Executive General Manager of Musical Instruments & Audio Products Executive Offcer — promoted Corporate Governance reform as Director and Senior Executive Offcer since June 2015 and as Director and Managing Production Unit Satoshi Yamahata Executive Offcer since June 2017, and has worked to strengthen the oversight function of the Board of Directors. He has been Teruhiko Tsurumi appointed as a director on the expectation that he will help further strengthen the oversight function of the Board of Directors 1983 Joined the Company Executive General Manager of Musical Instruments Business Unit through these achievements and insights. 2004 President of Yamaha Fine Technologies Co., Ltd. Having been involved in management as Chief Executive Offcer at one of the largest global food manufacturers in Japan, Mr. Masatoshi 2011 General Manager of Wind, String & Percussion Instruments Division 1981 Joined the Company Ito has a wealth of experience and achievements alongside broad insight as a corporate manager. Since assuming the position of Outside 2013 General Manager of Acoustic Musical Instruments Production Division, 2007 General Manager of AV Products Business Unit Director of the Company in June 2016, he has provided highly effective supervision while supporting the determination of major corporate Nominating Musical Instruments & Audio Products Production Unit 2008 Representative Director and President of Yamaha Electronics Independent Outside actions and quick and decisive execution on decision-making, based on his wealth of achievements and insights, etc., as a corporate man- Committee 2014 Executive Offcer Marketing Co., Ltd. Director ager. He has been appointed as a director on the expectation that he will help further strengthen the oversight function of the Board of 2015 Senior Executive Offcer Directors through these achievements and insights. 2010 Director and President of PT. Yamaha Musik Indonesia (Distributor) Compensation Executive General Manager of Musical Instruments & Audio Products Masatoshi Ito There are no transaction relationships between the Company and Ajinomoto Co., Inc., where Mr. Masatoshi Ito serves as Chairman of 2014 Chairman and President of Yamaha Music & Electronics (China) Co., Ltd. Committee the Board, and neither party is classifed as a major shareholder of the other. Production Unit (to the present) Executive Offcer of Yamaha Corporation The Company fles documentation with the Tokyo Stock Exchange to establish that Mr. Masatoshi Ito is an independent director under 2016 Managing Executive Offcer 2019 Executive Offcer* (to the present) the provisions set forth by the Tokyo Stock Exchange. 2017 Managing Executive Offcer* (to the present) Executive General Manager of Musical Instruments Business Unit Having been involved in management as the person responsible for the Asian region and Japanese frm of a global fnancial institution, (to the present) Ms. Yoshimi Nakajima has a wealth of experience and achievements alongside broad insight as a corporate manager. Since assuming the Satoshi Yamahata Independent Outside position of Outside Director of the Company in June 2017, she has provided highly effective supervision while supporting the determina- Executive General Manager of Corporate Management Unit and Audit Director tion of major corporate actions and quick and decisive execution on decision-making, based on her wealth of achievements and insights, Operations Unit Committee etc., as a corporate manager. She has been appointed as a director on the expectation that she will help further strengthen the oversight Yoshimi Nakajima function of the Board of Directors through these achievements and insights. Operating Officers The Company fles documentation with the Tokyo Stock Exchange to establish that Ms. Yoshimi Nakajima is an independent director Please refer to page 74 for career summary under the provisions set forth by the Tokyo Stock Exchange. Kimiyasu Ito With a mastery of corporate law and corporate governance in Japan and overseas as an attorney, Mr. Taku Fukui has a high degree of Deputy Executive General Manager of Musical Instruments expertise, wealth of experience, and achievements alongside broad insight. Since assuming the position of Outside Director of the Business Unit Company in June 2017, he has provided highly effective supervision while supporting the determination of major corporate actions and Executive Officers Independent Outside quick and decisive execution on decision-making, based on his high degree of expertise, wealth of achievements and insights, etc. He has Director Audit been appointed as a director on the expectation that he will help further strengthen the oversight function of the Board of Directors Shigeki Fujii Masato Takai Committee through these achievements and insights. Executive General Manager of IMC Business Unit and Technology Unit Executive General Manager of Human Resources and Taku Fukui There are no transaction relationships between the Company and Kashiwagi Sogo Law Offces, where Mr. Taku Fukui serves as General Administration Unit Managing Partner. 1983 Joined the Company The Company fles documentation with the Tokyo Stock Exchange to establish that Mr. Taku Fukui is an independent director under the 2005 General Manager of Advanced System Division Center Shinichi Takenaga provisions set forth by the Tokyo Stock Exchange. 2009 General Manager of Semiconductor Division President and Director of PT. Yamaha Musik Indonesia (Distributor) Having been involved in management at one of the largest global transportation equipment manufacturers in Japan, Mr. Yoshihiro Hidaka 2013 Executive Offcer has a wealth of experience and achievements alongside broad insight as a corporate manager. Additionally, as President and Executive General Manager of IMC Business Unit (to the present) Representative Director of Yamaha Motor Co., Ltd., a company that shares a common brand with the Company, he is a person with one Masato Oshiki

2015 Senior Executive Offcer Foundation for Growth of the deepest understandings of the Yamaha brand. Since assuming the position of Outside Director of the Company in June 2018, he President of Yamaha Music Japan Co., Ltd. has provided highly effective supervision while supporting the determination of major corporate actions and quick and decisive execution 2017 Executive Offcer* (to the present) on decision-making, based on his wealth of achievements and insights, etc., as a corporate manager. He has been appointed as a director 2018 Executive General Manager of Technology Unit (to the present) Takashi Haga on the expectation that he will help further strengthen the oversight function of the Board of Directors through these achievements and President of Yamaha Music India Pvt. Ltd. insights, etc., and improve the Yamaha brand value. Akira Iizuka As the Company and Yamaha Motor Co., Ltd., where Mr. Yoshihiro Hidaka serves as President and Representative Director, share the Nominating Independent Outside Yamaha brand, the two companies are in a relationship such that enhancements to the brand value via the Company’s sustainable growth Executive General Manager of Audio Products Business Unit Koichi Morita Committee Director also provides a positive effect on said company’s corporate value, while damage to the brand due to violations of laws and regulations or Senior General Manager of Research and Development Division, defcient governance, etc., by the Company will have a negative effect on said company’s corporate value. Mr. Yoshihiro Hidaka is a person 1980 Joined the Company Compensation Yoshihiro Hidaka with one of the deepest understandings of the Yamaha brand, which is the source of the Company’s brand value, and he shares an inter- 2005 General Manager of Pro Audio & Digital Musical Instruments Division Technology Unit Committee est with ordinary shareholders regarding improvement of the Company’s brand value. Furthermore, not only there are no signifcant trans- 2007 General Manager of INFO-Sound Division action relationships* between the Company and Yamaha Motor Co., Ltd., but as the Company is no longer a major shareholder of said 2009 Executive Offcer Thomas Sumner company since 2017, there are no concerns that Mr. Yoshihiro Hidaka will have conf icts of interest with ordinary shareholders, and the 2013 General Manager of Research & Development Division, President of Yamaha Corporation of America Company believes that he can fulfll his duty for supervision, etc., of management from an independent standpoint in order to maximize Musical Instruments & Audio Products Development Unit profts for shareholders of the Company. 2015 Executive General Manager of Technology Unit The Company fled documentation with the Tokyo Stock Exchange to register him as an independent director under the provisions set Naoya Tetsumura 2016 Senior Executive Offcer forth by the Tokyo Stock Exchange. 2017 Executive Offcer* (to the present) Senior General Manager of Manufacturing Process Division, Musical * The amount of transactions between the Company and Yamaha Motor Co., Ltd. is less than 0.1% of consolidated net sales of both Instruments & Audio Products Production Unit companies. 2018 Executive General Manager of Audio Products Business Unit (to the present) Having been involved in management as CFO at one of the largest global construction machinery manufacturers in Japan, Mr. Mikio Taro Tokuhiro Fujitsuka has a wealth of experience and achievements alongside broad insight as a corporate manager, as well as adequate knowledge Independent Outside of fnance and accounting. He has been appointed as a director on the expectation that he will help strengthen the oversight function of Seiichi Yamaguchi Senior General Manager of Corporate Planning Division of Corporate Director Audit the Board of Directors through these achievements and insights. Executive General Manager of Musical Instruments & Audio Products Management Unit & Senior General Manager of Information Systems Committee There are no transaction relationships between the Company and Komatsu Ltd., where Mr. Mikio Fujitsuka served as Director until June Sales Unit Mikio Fujitsuka 2019, and neither party is classifed as a major shareholder of the other. Division, Operations Unit The Company fled documentation with the Tokyo Stock Exchange to register him as an independent director under the provisions set forth by the Tokyo Stock Exchange. 1985 Joined the Company Hiroko Ohmura 2006 Director and President of Yamaha Scandinavia AB Having been involved in management as the person responsible for the Asian region and Japanese frm of a global entertainment com- Senior General Manager of Marketing Division, Brand Development Unit 2010 Chairman and President of Yamaha Music & Electronics (China) Co., Ltd. pany, Mr. Paul Candland has a wealth of experience and achievements alongside broad insight as a manager. He has been appointed as a director on the expectation that he will help strengthen the oversight function of the Board of Directors through these achievements and 2013 Executive Offcer insights. 2014 General Manager of Business Planning Division, Musical Instruments & Nominating Independent Outside There are no transaction relationships between the Company and PMC Partners Co., Ltd., where Mr. Paul Candland serves as Audio Products Sales & Marketing Unit Committee Director Managing Director, and neither party is classifed as a major shareholder of the other. Furthermore, there are no signifcant transaction 2015 Executive General Manager of Service Business Unit * The role of Executive Offcer has changed from June 2017 following the transition relationships* between the Company and The Walt Disney Company (Japan) Ltd., where Mr. Paul Candland served until December 2017, 2016 Senior Executive Offcer to a Company with Three Committees (Nominating, Audit, and Compensation) Compensation Paul Candland and neither party is classifed as a major shareholder of the other. 2017 Executive General Manager of Musical Instruments & Audio Products Sales Committee The Company fled documentation with the Tokyo Stock Exchange to register him as an independent director under the provisions set Unit (to the present) forth by the Tokyo Stock Exchange. Executive Offcer* (to the present) * The amount of transactions between the Company and The Walt Disney Company and The Walt Disney Company (Japan) Ltd. is less than 0.1% of consolidated net sales of any of the companies.

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