Corporate Governance

Basic Policies for Corporate Governance

The Yamaha Group (hereinafter referred to as the “Yamaha Group” or “the Group”) aims to create a social that realizes the well-being of people around the world. To achieve this goal, we have set forth the Yamaha Philosophy as our Corporate Philosophy and our Promises to Stakeholders, which we have made to all related parties, and will work to ensure sustainable growth and to enhance the enterprise value over the medium-to-longer term. At the same time, based on the “Basic policies for corporate governance” presented below and the policies stated in Chapter I and thereafter, along with putting in place the organizational design, operating framework, and mechanisms as well as implementing various measures to manage the Company, we will carry out quality business management in a transparent manner through the appropriate disclosure of information.

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

Basic Corporate Governance System

Yamaha Corporation (hereinafter referred to as "the Company") made the transition to a Company with Three Committees (Nominating, Audit, and Compensation) from 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 three-fourths (3/4) 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 20th, 2025)

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Governance Organization Personnel (as of June 20th, 2025)

		Male	Female
Directors	Total	6	2
Directors	Outside Directors	4	2
Executive Officers	Total	7	0
	President and Representative Executive Officer	1	0
	Managing Executive Officer	2	0
Operating Officers	Total	5	1
Audit Officers	Total	2	0
Nominating Committee Members	Total	4	0
Nominating Committee Members	Outside Directors	3	0
Audit Committee Members	Total	1	2
Audit Committee Members	Outside Directors	1	2
Compensation Committee Members	Total	3	0
Compensation Committee Members	Outside Directors	3	0

Governance Organization Personnel, by Nationality (as of June 20th, 2025)

		Japan	Overseas
Directors	Total	7	1
Directors	Outside Directors	5	1
Executive Officers	Total	7	0
	President and Representative Executive Officer	1	0
	Managing Executive Officers	2	0
Operating Officers		5	1
Audit Officers		2	0

Directors and Officers

Directors and Board of Directors

The number of Directors of the Company is eight (8) as of June 20th, 2025 (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.
To enhance the independence of the Board, the Chairman without authority to execute the Company's business will take on the position of chair the Board. 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 fourteen (13) meetings during the fiscal 2025 (from April 1, 2024 through March 31, 2025 the same shall apply hereinafter).

Nominating Committee

The number of members of Nominating Committee is four (4) as of June 20th, 2025 (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 four (4) meetings during the fiscal 2025.

Audit Committee

The number of members of Audit Committee is three (3) as of June 20th, 2025 (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 seventeen (17) meetings during the fiscal 2025.

Compensation Committee

The number of members of Compensation Committee is three (3) as of June 20th, 2025 (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 five (5) meetings during the fiscal 2025.

Executive Officers

The number of Executive Officers is seven (7) as of June 20th, 2025 (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 six (6) as of June 20th, 2025. 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 20th, 2025. 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 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 had been a leader in Corporate Governance reform via initiatives such as the transition to a Company with Three Committees (Nominating, Audit, and Compensation), and had worked to strengthen the oversight function of the Board of Directors. 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	Atsushi Yamaura	Having experience in the development of new business and served in positions such as General Manager of Digital Musical Instruments Division, Executive General Manager of Musical Instruments Business Unit, and President of Yamaha Music & Electronics (China) Co., Ltd., Mr. Atsushi Yamaura has a wealth of experience and achievements alongside broad insight in business. He has led the Group as President and Representative Executive Officer since April 2024 and as Director, President and Representative Executive Officer since June 2024. 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 corporate officer as well as broad knowledge of brand and marketing. 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 global 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. Since assuming the position of Outside Director of the Company in June 2021, 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 officer. 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	Naoko Yoshizawa	Having been involved in management as an executive officer of one of the largest global 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. Since assuming the position of Outside Director of the Company in June 2021, she has provided highly effective supervision while supporting the determination of major corporate actions and quick and decisive execution on decision-making, based on her wealth of achievements and insights, etc., as a corporate officer. She has been appointed as a director on expectations that she will help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director	Naho Ebata	With a mastery of corporate law and corporate governance, as well as the field of intellectual property in Japan and overseas as an attorney, Ms. Naho Ebata 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 2023, she has provided highly effective supervision while supporting the determination of major corporate actions and quick and decisive execution on decision-making, based on her high degree of expertise, wealth of achievements and insights, etc. She has been appointed as a director on expectations that she will help further strengthen the oversight function of the Board of Directors through these achievements and insights, etc.
Director	Shuji Ito	Having been involved in management as a representative director, president and CEO of one of the largest snack and food manufactures in Japan, Mr. Shuji Ito has a wealth of experience and achievements alongside broad insight as a corporate officer. He also has in-depth knowledge of marketing. 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	Saimon Nogami	Having been involved in management as a representative executive officer of one of the largest global industrial machinery manufactures in Japan, Mr. Saimon Nogami has a wealth of experience and achievements alongside broad insight as a corporate officer. He also has in-depth knowledge of corporate planning and finance. 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.

* The Company has registered six (6) Outside Directors — Paul Candland, Hiromichi Shinohara, Naoko Yoshizawa, Naho Ebata, Shuji Ito and Saimon Nogami — as independent directors pursuant to Tokyo Stock Exchange provisions (as of June 20th, 2025).

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
Takuya Nakata		x			x	x	x	x
Atsushi Yamaura		x			x	x		x
Paul Candland	Outside	x			x		x	x
Hiromichi Shinohara	Outside	x			x	x		x
Naoko Yoshizawa	Outside	x			x	x		x
Naho Ebata	Outside		x					x
Shuji ito	Outside	x				x	x	x
Saimon Nogami	Outside	x	x	x				x

Major Activities by Outside Directors in the fiscal 2025

		Board of Directors	Nominating Committee	Audit Committee	Compensation Committee
Total meetings held		13	4	17	5
Outside Director Yoshihiro Hidaka	Attended	5	1	-	2
Outside Director Yoshihiro Hidaka	Attendance rate^*	83%	50%	-	100%
Outside Director Mikio Fujitsuka	Attended	13	-	17	-
Outside Director Mikio Fujitsuka	Attendance rate^*	100%	-	100%	-
Outside Director Paul Candland	Attended	13	4	-	5
Outside Director Paul Candland	Attendance rate^*	100%	100%	-	100%
Outside Director Hiromichi Shinohara	Attended	13	4	-	5
Outside Director Hiromichi Shinohara	Attendance rate^*	100%	100%	-	100%
Outside Director Naoko Yoshizawa	Attended	13	-	17	-
Outside Director Naoko Yoshizawa	Attendance rate^*	100%	-	100%	-
Outside Director Naho Ebata	Attended	13	-	17	-
Outside Director Naho Ebata	Attendance rate^*	100%	-	100%	-

* The attendance rate denominator is the total number of meetings held during each person's term of service

Support system for Outside Directors

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.

Development of Internal Control System

Based on the Companies Act and Ordinances for the Enforcement of the Companies Act, the Company has put in place systems to secure the proper conduct of its business activities (hereinafter referred to as "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 Regulations," 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 the Company 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.

Policy and Status Concerning Executive Officer Remuneration

Remunerations for Directors

Individual amounts and policy regarding the compensation of Directors and Executive Officers have been determined in the Compensation Committee.
Compensation for Directors (excluding Outside Directors) and Executive Officers will consist of (i) fixed compensation, (ii) performance-linked bonuses, and (iii) compensation in the form of restricted stock (restricted stock compensation). The approximate breakdown of total compensation of (i), (ii), and (iii) 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 has been provided as lump sum for three (3) fiscal years at 199 fiscal year which is the first year of the Medium-Term Management Plan "Make Waves 2.0" 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 “financial targets,” “non-financial targets,” and “corporate value targets” as performance indicators. Financial targets and non-financial targets are indexed by the management targets set forth in the Medium-Term Management Plan, while corporate value targets are indexed by the total shareholder return (TSR). The ratio of impact on compensation in the form of restricted stock is planned as follows. Financial Targets: Non-Financial Targets: Corporate Value Targets = 50%: 30%: 20%.
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 Medium- Term 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.
Outside Directors will receive only the fixed compensation.

Revision of the Policy for Determination of Compensation for Directors and Officers

In line with the launch of the new Medium-Term Management Plan beginning in the fiscal 2025, “Rebuild & Evolve,” we review the targets for performance-linked bonuses and restricted stock compensation.
With a view to achieving company growth, we adopt the revenue growth rate as one of the indicators for performance-linked bonuses for Executive Officers.
We continue to use the same performance indicators (financial targets, non-financial targets, and corporate value targets) for restricted stock compensation, but place greater emphasis on corporate value targets to further encourage alignment with shareholders’ perspectives.
Accordingly, we set the weighting of performance indicators for performance-linked compensation as follows.
Financial Targets: Non-Financial Targets: Corporate Value Targets = 50%: 20%: 30%.
The indicators linked to each target are ROIC for financial targets, non-financial targets set forth in the new Medium-Term Management Plan for non-financial targets, and the total shareholder return (TSR) for corporate value targets.

Amount of Remuneration and Other Compensation Provided to the Company Directors and Executive Officers (in the fiscal 2025)

Classification	Total Compensation (Millions of Yen)	Compensation by Type (Millions of Yen)			Number of directors and officers
Classification	Total Compensation (Millions of Yen)	Fixed Remuneration	Performance-based bonuses	Compensation in the form of restricted stock	Number of directors and officers
Director Outside Directors	128 86	148 86	- -	-19 -	7 6
Executive Officers	214	193	21	-1	5

Notes:

1. The total compensation and number of Executive Officers concurrently serving as Directors are described in the section for Executive Officers.
2. Shares under compensation in the form of restricted stock were granted in a lump sum in the 199th fiscal year ended March 31, 2023, the first year of the Medium-Term Management Plan “Make Waves 2.0” as compensation for three (3) business years. The amount of compensation granted is calculated on a pro rata basis over the three (3) years covered by the Medium-Term Management Plan. The amount of compensation stated above is, based on the degree of achievement of the Company’s performance, calculated by reducing the reversal of the past year’s expense recording amount from the expense recording amount of the restricted stock compensation for the current fiscal year.

Remuneration by Director (in the fiscal 2025)

Not stated as there is no director whose total consolidated remuneration is ¥100 million or more.

Accounting Auditor

The Company employs Ernst and Young ShinNihon LLC as its accounting auditor. Three (3) certified public accountants belonging to the said audit corporation, conduct the accounting audits of the Company for the 201st fiscal year. 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 seven (7) certified public accountants and forty (40) assistants help the aforementioned three certified public accountants conduct the auditing work.

Compensation for Accounting Auditor in the fiscal 2024 and 2025

Classification	Fiscal 2024		Fiscal 2025
Classification	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	148	-	162	-
Consolidated affiliates	22	-	22	-
Total	170	-	184	-

Notes:

Compensation based on audit certificate services in the fiscal 2024 includes additional compensation of ¥3 million for the fiscal 2023.

Other important compensation:
Fiscal 2024: A part of overseas consolidated subsidiaries of the Company paid ¥167 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 the Company.
Fiscal 2025: A part of overseas consolidated subsidiaries of the Company paid ¥184 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 the Company.

Reflecting the Opinions of Stakeholders

A System to Reflect the Opinions of Stakeholders in Management

In addition to the respective dialogue with shareholders and investors, the Company 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.

Information Disclosure and IR Activities (Communication with Shareholders and Investors)

Corporate Governance Policies/Report

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.

Corporate Governance Policies (PDF: 360 KB) Revised on March 27, 2025
Corporate Governance Report (PDF: 794 KB) Revised on June 23, 2025

Messages from Outside Directors/Discussion between Outside Directors

Discussion between Outside Directors (Takuya Nakata, Mikio Fujitsuka, Paul Candland, Hiromichi Shinohara, Naoko Yoshizawa, Naho Ebata) June 2025

Discussion between Outside Directors (Hiromichi Shinohara, Paul Candland) June 2024

Messages from Outside Directors (Chairperson of the Nominating Committee, Chairperson of the Audit Committee, Chairperson of the Compensation Committee) June 2023

Discussion between Outside Directors (Hiromichi Shinohara, Naoko Yoshizawa) June 2022