G :Governance
Corporate Governance

Governance System

Corporate Governance Support System Corporate Governance Promotion Structure Improvement of our Corporate Governance System Remuneration for Corporate Officers and Directors

Corporate Governance Support System

The institutional design under the Companies Act General Meeting of Shareholders, Representative Directors, Board of Directors, Audit & Supervisory Committee, and Accounting Auditor), the Company’s corporate governance system employs a corporate officer system to clarify management oversight and business execution while thoroughly speeding up management decision making and business execution.
In addition, to strengthen the strategic functioning of top management, we have established an Executive Committee on which directors serve as key members. The committee monitors the achievement status of business plans and deliberates matters concerning business strategy.
The Chair of the Board Meeting is our Chairman and President, who cannot serve as a Corporate Officer at the same time.
At the 149th Ordinary General Meeting of Shareholders held on March 28, 2025, six internal directors and six outside directors were elected, resulting in a total of ten board members.
Our board of directors is composed of individuals with diverse backgrounds, ensuring a balance of knowledge, experience, and skills relevant to our business. The board adheres to the company's articles of association, which stipulate a maximum of 15 directors (excluding directors serving as audit committee members) and a maximum of 5 directors serving as audit committee members. This approach prioritizes diversity, including the inclusion of independent directors, to ensure effective governance.

Board of Directors Composition (Post-Audit Committee Establishment)

The status of board meetings held in 2024 and the attendance rate are as follows.

FY2024 Board of Directors Attendance Status

 
Name Attendance rate No. of times attended
Chairman & CEO, Chairman of the Board Masataka Yamaishi 100％ 15/15
President & COO Shinji Seimiya 93.3% 14/15
Member of the Board and Senior Managing Officer & Co-COO Nitin Mantri 93.3% 14/15
Member of the Board and Managing Officer Tomoaki Miyamoto 100％ 15/15
Member of the Board and Managing Officer Yoshikuni Nakamura 100％ 15/15
Member of the Board and Officer Masahiro Yuki 100％ 15/15
Member of the Board (Outside) Hideichi Okada 86.7% 13/15
Member of the Board (Outside) Megumi Shimizu 100％ 15/15
Member of the Board (Outside) Junichi Hurikawa 100％ 15/15
Member of the Board (Outside) Hisako Takada 100％ 15/15
Member of the Board, Chairman of Member of the Audit & Supervisory Committee Gota Matsuo 100％ 15/15
Member of the Board, Chairman of Member of the Audit & Supervisory Committee Hisao Uchida 100％ 15/15
Member of the Board (Outside), Member of the Audit & Supervisory Committee Kono Hirokazu 100％ 15/15
Member of the Board (Outside), Member of the Audit & Supervisory Committee Atsushi Kamei 93.3% 14/15
Member of the Board (Outside), Member of the Audit & Supervisory Committee Hiroki Kimura 93.3% 14/15

Reason for election of Outside Directors and Outside Audit & Supervisory Board Members（After March 28, 2025）

  • Megumi Shimizu
    Megumi Shimizu has long worked as an attorney and currently serves as a partner at a leading law office of Japan. The Company appointed her as an outside director in the belief that she will use her ample insight and knowledge as a law expert for the management of the Company.
    She has maintained his independence, with no incidents that could have been deemed to be in conflict with the interests of ordinary shareholders, as defined by the Tokyo Stock Exchange.
  • Junichi Furukawa
    Junichi Furukawa is a corporate manager who possesses abundant experience and extensive knowledge of corporate management. The Company appointed him as an outside director in the belief that he will reflect his insights in finance and accounting and abundant knowledge with a sense of balance in the management of the Company.
    He has maintained his independence, with no incidents that could have been deemed to be in conflict with the interests of ordinary shareholders, as defined by the Tokyo Stock Exchange.
  • Hisako Takada
    Hisako Takada has abundant experience working at companies in Japan and overseas, and she is currently a Senior Executive Officer of ADVANTEST CORPORATION. The Company appointed her as an outside director in the belief that she will reflect her knowledge and experience in management strategy, including M&A, in the management of the Company.
    She has maintained his independence, with no incidents that could have been deemed to be in conflict with the interests of ordinary shareholders, as defined by the Tokyo Stock Exchange.
  • Nobuhiko Sasaki
    The Company appointed him as an outside director in the belief that he will contribute to the management of the Company with his insights into economic, social, and other aspects surrounding corporate management based on his ample knowledge gained in the government ministry and experience in corporate management accumulated at Fujitsu Limited and other organizations.
    He has maintained his independence, with no incidents that could have been deemed to be in conflict with the interests of ordinary shareholders, as defined by the Tokyo Stock Exchange.
  • Hirokazu Kono
    Hirokazu Kono has actively provided opinions and suggestions based on his deep insight accumulated through his long-year studies of management engineering and business administration at universities in Japan and the US. The Company appointed him as a director who is an Audit & Supervisory Committee member in the belief that he will contribute to further reinforcing the auditing functions of the Company’s management by utilizing his ample expertise and experience in management engineering and business administration.
    He has maintained his independence, with no incidents that could have been deemed to be in conflict with the interests of ordinary shareholders, as defined by the Tokyo Stock Exchange.
  • Hiroki Kimura
    Hiroki Kimura serves as Chairman of Asahi Mutual Life Insurance Company, and he actively provides suggestions from his experience as a corporate manager of a financial institution. The Company appointed him as a director who is an Audit & Supervisory Committee member in the belief that he will contribute to further reinforcing the auditing functions of the Company’s management with his professional knowledge accumulated in the fields of accounting, finance and asset management.
    He has maintained his independence, with no incidents that could have been deemed to be in conflict with the interests of ordinary shareholders, as defined by the Tokyo Stock Exchange.
The Board of Directors’ Meeting was held 15 times in fiscal 2024, and 61 proposals were deliberated.
In addition, we seek and incorporate the opinions of institutional investors in matters including proposals at the General Shareholders’ Meeting for Outside Officers, proposals on dividends and the Corporate Governance Code, and proposals regarding the Stewardship Code response policy.
Under our systems, Audit & Supervisory Committee members can get know the status of our business operations by attending various important meetings or committees such as the Management Meeting, and the Internal Audit Office that serves as an independent organization conducts internal audits of each business to check that operations are being conducted properly.
We have three pillars in our auditing system: the audits done by our Audit & Supervisory Committee members who supervise work execution by our Directors, accounting audits done by our independent accounting auditors as external audits, and finally, the audits done by our Internal Audit Department for work operation by our each corporate division and group companies, plus accounting audits. They function by maintaining each other’s independency; by establishing the three pillars of the audit system, our Audit & Supervisory Committee members can fortify the function of Audit & Supervisory Committee members by obtaining information from our Accounting Auditors and Internal Audit Department in a timely manner.
Also, in order to secure transparency and fairness in relation to the appointment and various benefits of our Directors, we determine them at the Board of Directors’ Meeting by establishing a voluntary Personnel/Remuneration Committee for Corporate Officers and Directors followed by our review.
The Personnel/Remuneration Committee for Corporate Officers had five Members (of which three were Outside Members) . As required by law, all transactions by directors that could be deemed to have conflict of interest implications and all transactions involving competitor firms were subject to approval by the Board of Directors, with the results being reported at Board Meetings.

Approach to Conflicts of Interest

The Company shall obtain Board of Directors approval for any competitive transactions or transactions involving conflicts of interest with officers as defined by law.
Furthermore, when conducting transactions with officers, major shareholders, or other related parties, the Company shall report to the Board of Directors that such transactions are executed at fair market value.

Corporate Governance Promotion Structure

As of March 28, 2025
This information covers the fiscal year 2024.

Improvement of our
Corporate Governance System

We have made resolutions under the “Basic Guidelines for Corporate Governance in Accordance with the Companies Act” during our Board of Directors’ Meeting in May 2006. Not only do we follow up with their activity status every year, we also keep making further enhancements such as our review by aiming for clearer description of the “Guidelines of the Elimination of Anti-Social Behavior” in April 2009 and re-establishment of the Basic Guidelines following the revision of the Companies Act in June 2015. Also, to comply with the J-SOX Law effective from the fiscal year of 2008 (evaluation of support system for financial account in accordance with Financial Instruments and Exchange Act), it has been confirmed that our corporate governance system is effective both in internal and external evaluation in the fiscal year of 2024. We will continue to make improvements on this aspect as well in order to maintain sustainable and effective functionality.
In addition, the Audit Department conducts annual operational audits.
Based on the Audit Procedures, audits are conducted on 11 items ranging from accounting operations to safety, environment, and industrial waste management to ensure that operations are carried out in accordance with rules and procedures, and recommendations for improvement are made to prevent fraud and errors.
We then make recommendations and suggestions for improvement and strive to prevent fraud and errors.
In FY 2024, 20 business sites were audited and 402 recommendations and suggestions were made.

Remuneration for
Corporate Officers and Directors

Candidates for Directors and Audit & Supervisory Board Members are selected by the Personnel/Remuneration Committee for Directors and Audit & Supervisory Board Members, which consists of two internal officer and three external officers, and after a resolution by the Board of Directors, the appointment is submitted to the General Meeting of Shareholders for approval. With regard to remuneration, transparency and fairness are secured by the Personnel/Remuneration Committee for Corporate Officers and Directors, and remuneration is decided on by the Board of Directors. Regarding the remuneration of Audit & Supervisory Board Members, the Board of Directors has established a policy of “determining remuneration by Audit & Supervisory Board Members after deliberation by the Board of Directors in order to ensure the transparency, fairness, and independence of audits.”

Details of executive remuneration

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Executive category Total remuneration
(Million yen)		 Total by type of remuneration
(Million yen)		 Number of
applicable executives
(persons)
Basic remuneration Performance-linked remuneration
Bonus Restricted stock compensation Medium-term performance-linked remuneration
Directors
(excluding Outside Directors)		 546 218 103 150 74 6
Audit & Supervisory Board Members
(excluding Outside Audit & Supervisory Board Members)		 75 50 25 - - 2
Outside Officers 93 93 - - - 9

Consolidated total remuneration of 100 million yen or more

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Name Consolidated Total Remuneration (Million yen) Executive category Company category Total by type of remuneration(Million yen)
Total by type of remuneration(Million yen) Bonus Restricted stock compensation Medium-term performance-linked remuneration
Masataka Yamaishi 159 Director Submitting Company 56 32 50 20
Shinji Seimiya 126 Director Submitting Company 49 16 41 20
Nitin Mantri 662 Director Submitting Company 30 ― 18 5
Director Consolidated Subsidiary ATC Tires Pvt.Ltd. 30 189※1 ― ―
Director Consolidated Subsidiary Yokohama Off-Highway Tires America Inc. 111 276※2 ― ―
  • 1 Includes the expense amount for fiscal year 2024 under the long-term incentive plan covering fiscal years 2021 to 2024.
  • 2 Includes the expense amount for fiscal year 2024 under the long-term incentive plan covering fiscal years 2021 to 2024, in addition to the annual bonus expense amount.
  • Annual Securities Report, Fiscal Year 2024, 149th Term, P65

Strategic Portfolio Holdings

Our company strategically holds shares in certain companies to strengthen vital partnerships and facilitate business collaborations with key stakeholders. We consider a comprehensive range of factors, including strategic alliances and business partnerships, when determining the need for policy-based shareholdings. Annually, we conduct a thorough review of our policy-based shareholdings, evaluating both qualitative and quantitative aspects, including the nature and scale of transactions, along with associated benefits and risks. These assessments are presented to the board of directors, and based on the findings, we gradually divest shares in a phased approach. Information regarding our policy on strategic shareholdings and their current status is disclosed in the shareholder meeting notice and other relevant materials.
https://www.y-yokohama.com/ir/pdf/document/notify2024.pdf(Japanese only)