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Presented & Submitted by:

Shruti Dugade 27

Rashmi Gawand 29

Harshal Jadhav 35

Priyanka Jagtap 37

Pramod Appu 121Ravikiran Sapkale 137

Sanket Shete 149

Ganesh Dumolia 180

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What is Corporate Governance?y The Manner in which a Corporation is Run

y Achieving its Objectives

y Transparency of its Operationsy Accountability & Reporting

y Good Corporate Citizenship

y The Processes & Operating Relationships that Best Achieve

Organizational Goals.

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OVERVIEWy About India Yamaha Motor Pvt. Ltd.

y Yamaha made its initial foray into India in 1985. Subsequently, it entered into a 50:50joint-venture with the Escorts Group in 1996. However, in August 2001, Yamaha acquired

its remaining stake becoming a 100% subsidiary ofYamaha Motor Co., Ltd, Japan (YMC).In 2008, Mitsui & Co., Ltd. entered into an agreement with YMC to become a jointinvestor in the motorcycle manufacturing company "India Yamaha Motor Private Limited(IYM)".

y IYM operates from its state-of-the-art-manufacturing units at Surajpur in Uttar Pradeshand Faridabad in Haryana and produces motorcycles both for domestic and exportmarkets. With a strong workforce of more than 2,000 employees, IYM is highly

customer-driven and has a countrywide network of over 400 dealers. Presently, itsproduct portfolio includes VMAX (1,679cc), MT01 (1,670cc), YZF-R1 (998cc), Fazer(153cc), FZ-S (153cc), FZ16 (153cc), YZF-R15 (150cc), Gladiator Type SS & RS (125cc),Gladiator Graffiti (125cc), G5 (106cc), Alba (106cc) and Crux (106cc).

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Basic Corporate Governance

Policiesy Yamaha Motor Co., Ltd. (the Company) recognizes that

corporate governance is an important tool to ensure disciplinedmanagement and maximize long-term corporate value. Based on

this realization, the Company has been striving to speed upmanagement decision-making; make the accountability systemclearer; develop a transparent system of director selection andremuneration; and establish an internal control system. Becausethe Company considers corporate governance one of its mostimportant management issues, measures to further strengthen

corporate governance such as improving supervisoryfunctions are being planned. At the same time, the Companywill enhance Investor Relations services, in order to build on therelationship of trust with its shareholders and investors.

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Organizations and Systems for Management

Decision-Making, Business Execution and

Supervision

y Directors and the Board of Directors

y Executive personal committee

y Corporate Auditors and the Board of CorporateAuditors

y Internal Auditing

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Basic Policies of Internal Control and the

State of Its Development

y Systems to ensure Director compliance with laws,regulations and the Companys Articles of Incorporation.

y

Disposition of documentation and other informationconcerning the business conduct of Directors.

y Rules relating to risk control against loss.

y Systems to ensure efficient execution of Directors duties.

y

Systems to ensure employee compliance with laws,regulations and the Companys Articles of Incorporation.

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contd

y Systems to ensure the Yamaha Motor Group (composed ofthe Company and its subsidiaries) conducts businessappropriately.

y Employee to assist Corporate Auditors.

y Employee assisting Corporate Auditors independence fromDirectors.

y Rules concerning Directors and employees reporting to theBoard of Corporate Auditors.

y Other systems to ensure effective auditing by CorporateAuditors.

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