Yamatake has worked to upgrade corporate governance. Actions have included establishing the post of executive officer to demarcate decision-making and business execution and thereby put in place a more responsive framework for executing business policies. Yamatake is also strengthening the supervision and auditing of business execution by the Board of Directors and Board of Corporate Auditors.

Yamatake’s basic stance on corporate governance extends beyond the legal and regulatory compliance to incorporate fulfilling social responsibilities based on business ethics and contributing to society. To our shareholders and other stakeholders, Yamatake aims to deliver sustained growth in corporate value, as well as work toward highly effective, fair and transparent management practices by strengthening frameworks and measures.

Board of Directors and Executive Officer System

Executive functions are separated between the Board of Directors, which is responsible for deciding basic management policies, various statutory items and other important business matters, as well as for overseeing policy execution; and the Executive Officer System, which is responsible for policy implementation and operations. This framework aims to ensure swift execution of policy while strengthening the Board of Directors’ oversight of executive functions.

    The Board of Directors meets as a rule on a monthly basis. The Policy Board Meeting, which is responsible for business execution and attended by corporate auditors and executive officers who also serve as directors*, convenes twice a month to facilitate more effective business promotion through swifter decision-making and execution.

* Indicates Chairman, President, Senior Managing Executive Officer and Managing Executive Officer among the Executive Officers

Corporate Auditor System and Internal Audits

Yamatake employs the Corporate Auditor System. Currently, there are four corporate auditors, two of whom are external auditors; three serve on a full-time basis. Corporate auditors, besides attending meetings of the Board of Directors, the Policy Board Meeting and other important meetings, carry out audits of operating sites and conduct interviews with personnel in each of the business divisions in order to assess the status of company management. Their primary role is to strictly audit the business decisions taken by directors and executive officers and execution of policy mainly from the perspective of legal compliance. The corporate auditors also cooperate closely with internal auditing functions and the independent auditor to exchange opinions and information as required with the aim of improving the efficiency and effectiveness of auditing processes. The Internal Audit Office, which consists of a staff of eight, conducts regular internal audits of management and operation systems, risks and compliance issues related to headquarters functions and the various business operations of each in-house company. It also gives advice and proposals regarding the monitoring and improvement of headquarters functions and business operations.

Corporate Governance Framework (as of June 29, 2006)    *Click to zoom

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