Espacios. Vol. 37 (Nº 19) Año 2016. Pág. 17
Carlo Alessandro CASTELLANELLI 1
Recibido: 10/03/16 • Aprobado: 23/03/2016
2. Corporate governance
4. The Yamaha Corporate Governance Model
Japanese organizations, in their strivings to achieve organizational and quality excellence, differ significantly in various aspects of management and work culture. Spiritual teachings, such as Shintoism and Buddhism, have shaped the japanese people's concept of human relations and management philosophy. The west, on the other hand, highly advocates freedom and creative thinking, and has created competitiveness through fotering a culture of entrepreneurship. Yamaha corporate demonstrates strategies uniting these two management views, describing a unique japanese corporate governance system improving management efficiency and become globally competitive and highly profitable.
As organizações japonesas, na sua busca para alcançar excelência da qualidade organizacional, procuram se diferenciar significativamente em vários aspectos na cultura de gestão e de trabalho. Ensinamentos espirituais, tais como o Xintoísmo e Budismo, moldaram o conceito do povo japonês sobre as relações humanas e filosofias de gestão. As empresas do ocidente, por sua vez, defendem fortemente a liberdade e o pensamento criativo e criaram a competitividade através do fomento de uma cultura de empreendedorismo. A corporação Yamaha demonstra estratégias unindo essas duas visões de gestão, descrevendo uma eficiência de gestão da melhoria de governança única, e, tornando-se globalmente competitiva e altamente rentável.
The Japanese economy has been profoundly shaped by the remarkable pace of recovery following World War II. From the pre-World War I levels where industrial output was floundering at the time of surrender in 1945, the real national income grew at an average of 10.8 percent from 1946 to 1954. This achievement helped Japan to re-attain its prewar peaks of productivity, national income, and personal consumption within a decade after defeat. For the 15 years after 1955, the rate of growth was maintained at an astonishing level: 9.1 percent for 1955-1960, 9.8 percent for 1960-1965, and 12.1 percent for 1966-1970 (Pyle, 1996).
Japanese firms now face a new environment in which they must operate, both domestically and internationally, and must operate from new models and new perspectives. This raises an important question: "How are Japanese companies reinventing themselves in terms of their management models?" Many Western business observers and scholars argue that the only way for Japan to regain its competitive advantage is to adopt management practices from the West. However, the key characteristics of the Western business model are in many ways in philosophical and cultural opposition to those of the traditional Japanese management system.
In Japanese-owned companies, plans and strategies involve all levels of the organization. Hayashi (l988) credited this to Japan's rice-growing industry where village groups made decisions through unanimous consensus. This was important because the full cooperation of everyone was needed in order to make the rice crops successful. Sasaki (l98l) explained that group decision making enhances employee commitment and participation. Every member's opinion and view are valued and respected. This type of practice obeys the doctrine of love and respect for everyone (Sokyo, l965). In this manner, strategic plans and objectives are reached through unanimous agreement.
Trusting relationships between management and employees are built when all employees are involved in the strategic planning process. Watanabe (l999) explained that in Japanese firms, planning is a task for all members of the company in Japan. The top management policy (hoshiw) is more than a planning system. It is an organization development process throughout the company. Hoshiw promotes wewavashi (consensus building), riwgi (shared decisions), commitment, and loyalty. The effective top down and bottom-up communication encourages all employees to act collectively in achieving shared.
The trusting and harmonious relationships of people in Japan have a positive impact on reaching out to customers and their needs. (Watanabe, l999; Ishikawa, l98ł). Japanese companies are well Known for placing the needs of customers above nearly all other company matters (Maccoby, l994). In ensuring high levels of customer satisfaction, great commitment is demonstrated by all employees, as well as top management. Apart from trust, Japanese employees are trained to express courtesy and humility when dealing with customers.
In Japan, it has been regarded that an important feature differentiating the mission-driven organizations and those which publicize the mission statements without following them, is the formation of an authentic management philosophy (Wang, 2009). Management philosophy refers to the central, distinctive and enduring concepts, beliefs, principles, and attitudes guiding business management, which are critical in the pursuit of a mission (Analoui and Karami, 2002). It might be stated that in many Japanese companies, management philosophy has become an essential ethical foundation for mission-driven organizations (Tanaka, 2006; Wang, 2009).
The quality tools originated in japan, led to the creation of more complex arrangements, creating a global model of corporate governance. Fundamental concept of Corporate Governance, Yamaha positions the enhancement of corporate governance as an important management issue, and is taking proactive steps to strengthen it, the Company will increase its corporate and brand value by fulfilling its social responsibilities in areas such as compliance, environment, safety and social contributions. To achieve this goal, Yamaha will take steps to create a transparent and high-quality management that is also efficient by improving its organizational structure and system, implementing all necessary measures, and disclosing information in an appropriate manner.
Corporate governance can be defined as the set of policies, customs, regulations and institutions that influence the way the corporation is controlled and managed. In addition, it influences the way in which corporations relate to the stakeholders who impacts their business and community objectives (Bhasa, 2004; De Wit and Meyer, 2004).
The Notion of Corporate Governance from an etymological standpoint, the has its origins in ancient Greek and Latin. The word corporate turn, transforms itself in the Latin verb corporation represents a body of persons that is a group of persons authorized to behave, act as a whole, on its own behalf. The word "governance" comes from the Latinized Greek meaning leadership, management. (Organization for Economic Co-operation and Development). Corporate governance is a key element with an aim at improving efficiency and economic growth in full accordance with the increase of investors confidence. Corporate governance assumes a series of relationship between the company management, leadership, shareholders and the other people concerned. Also corporate governance provides for that structure by means of which the and the means to achieve them and also the manner how to monitor such: company; management and investor (Daghie, 2011).
According to the O.E.C.D. principles, good corporate governance has to ensure a proper for the company leadership and management so that to follow-up objectives being in the company's and shareholders' interest and actual monitoring has to be facilitated. The actual presence of a corporate governing system in each company and in the economy as a whole helps ensure the correct functioning of the market economy. The result is the low cost of capital and, in this context, the societies are encouraged to use the resources more efficiently thus achieving growth.
Corporate governance in Japan, according to Hashimoto (2006), is a system created for controlling or monitoring the company's management by solving conflicts of interest between the people concerned with the company, including corporate managers, shareholders, creditors, employees, business partners, local communities etc.
While Japanese corporate governance systems are featured as being relationship based systems, corporate governance systems of U.K. and USA are named market based systems. Features of Japanese system based on relationship are: weak external control due to immature capital market, strong domestic discipline doubled by cooperation between managers and employees based on the employee's life employment and concerns referring carrier and co-interest of persons concerned with the company such as banks, business partners having as a basis cross holding of shares (mutual) and affiliation to corporation.
Milhaupt (2006) and Yoshikawa and McGuire (2008), for example, consider which of Japan's corporate governance practices might best be retained. Considering corporate governance as part of a nation's institutional framework, Yoshikawa and McGuire (2008) emphasize the importance of unique institutional arrangements that affect corporate governance practices and discuss issues of continuity and change for these sorts of institutional features of a nation. We agree with their views about the importance of the impacts on the corporate governance system of each nation's unique institutions.
Design/methodology/approach – The paper reviews the major literature of management in Japan, specifically on Yamaha´s, involving bibliografical and documentary research and e-mail interviews. Also annual reports were consulted.
Research limitations/implications – The paper challenges readers to consider the future of longstanding Japanese management practices in an economy that is undergoing rapid change and is increasingly moving toward service and knowledge-intensive industries.
The Yamaha Company of Japan is one of the world's most diversified manufacturers of musical instruments and is a pioneer in the field of electronic musical instruments. Its corporate history began in the 1880s, when Japan was opening its doors to Western forms of music and with that, Western musical instruments. In 1887 company founder Torakusu Yamaha built his first reed organ, a large, air-driven keyboard instrument that had been used in Europe and elsewhere for centuries. The success of this first instrument led to more orders for organs, and Yamaha branched out to produce another type of instrument familiar to Westerners, the piano. After 1900, the company continued to expand its offerings, manufacturing harmonicas, phonographs, and wood furniture.
By the early 1950s Yamaha was looking for new opportunities, new products, and overseas markets. Yamaha engineers designed their first motorcycle in 1954, and its commercial success led to the Yamaha Motor Company being spun off as its own enterprise. Yamaha would eventually come to be one of the largest motorcycle manufacturers in the world.
Meanwhile the original Yamaha Company had begun investigating the field of electronics, and in 1959 offered its first electronic musical instrument called the Electone, a simple electronic organ for home entertainment. With this and subsequent keyboard instruments, Yamaha expanded its Japanese and overseas markets. The company's progress was greatly aided by the opening of music schools around the world and the continued diversification of its product line to include horns and other wind instruments as well as acoustic guitars and drums. The company also diversified its electronic offerings by manufacturing home hi-fi equipment beginning in the late 1960s. It even began making its own semiconductor devices around 1971.
In 1983 the company scored two big hits with musicians by introducing a versatile new electric piano, the Clavinova, and the wildly popular digital synthesizer, the DX-7. Both have been used extensively by musicians ever since. Since the 1980s Yamaha has remained a major firm in the consumer electronics and musical instrument fields. Now the world's largest instrument manufacturer, the company has produced over 6 million pianos since 1900, and many more millions of other types of instruments, such guitars, drums, music equipment in general and electronic devices.
Yamaha is taking steps to enhance the oversight functions of the Board of Directors while promoting an executive officer system in order to strengthen business execution functions. Yamaha has also introduced highly independent outside directors and outside corporate auditors to increase the effectiveness of its governance.
The Company's corporate objective is "CREATING 'KANDO'* TOGETHER - 'Kando' (is a Japanese word that) signifies an inspired state of mind - continuing to create 'kando' and enrich culture with technology and passion born of sound and music, together with people all over the world." Based on this objective, Yamaha will improve management efficiency and become globally competitive and highly profitable. Basic Corporate Governance System Yamaha is a company with a board of auditors as defined under Japanese law. With the General Shareholders' Meeting as its highest decision-making body, Yamaha has built a corporate governance system centered on the oversight and supervision of management's execution of duties by the Board of Directors, and audits by the Board of Auditors. Further, Yamaha has enhanced its governance functions by introducing an executive officer system, setting up a Corporate Directors Personnel Committee, Risk Management Committee, and corporate committees, convening twice a month (in principle) Managing Council meetings, and establishing an internal control system. In conjunction with consistent audits conducted by the Company's system of full-time auditors, these help raise the effectiveness of governance through fair and equitable audits by highly independent outside corporate auditors. Board of Directors As of June 24, 2014, Yamaha had seven directors, including three outside directors. In principle, the Board of Directors convenes once monthly, and is responsible for the Group's management functions, such as strategy planning, monitoring the business execution of each division, and providing guidance. Outside Directors are elected to enhance the supervisory function of the Board of Directors from an objective standpoint, for increasing transparency of the management, and gain good advice by utilizing their management experience in various industries and advanced expertise. In order to clarify directors' management responsibilities, directors are appointed for a term of one year. Representative Director As of June 24, 2014, Yamaha had one representative director who acts as President and Representative Director. The President and Representative Director is the chief officer in charge of business execution and represents the Company.
Auditors and the Board of Auditors As of June 24, 2014, Yamaha had four auditors, including two outside corporate auditors. In principle, the Board of Auditors convenes once monthly. Based on audit plans, auditors periodically perform comprehensive audits of all business divisions, administrative divisions and Group companies, and participate in Board of Directors' meetings and other important meetings such as the Managing Council. The reasonableness of accounting audits is determined based on periodic progress reports from the accounting auditors of their audits of the Company's financial statements. In Yamaha, people with knowledge of finance and accounting assume full-time auditor positions. To ensure good judgment with respect to the reasonableness of business and accounting audits, one of the full-time auditors is an expert in finance and accounting. To ensure objectively fair and equitable audits, outside corporate auditors are appointed and include specialists (CPAs and attorneys) who hold positions independent from that of the Company. Yamaha has also established a Corporate Auditors' Office (with two staff members as of June 24, 2014) that is dedicated to supporting auditors so as to ensure an environment conducive to performing effective audits. Corporate Directors Personnel Committee Yamaha established the Corporate Directors Personnel Committee as an advisory body to the Board of Directors. The Committee deliberates on director personnel issues and reports its findings to the Board of Directors. The Committee, in which more than half of its members are outside directors, ensures transparency and fairness. Risk Management Committee Yamaha established the Risk Management Committee as an advisory body to the President and Representative Director. The Committee discusses risk management-related matters from a Companywide perspective and reports its findings to the President and Representative Director. Managing Council and Corporate Committees Managing Council meetings are held, in principle, twice a month for the purpose of discussing and forming a consensus about management issues when they arise. Attending the Managing Council are the President and Representative Director, managing executive officer, senior executive officers, and full-time auditors. To encourage deeper discussion about important management strategic issues, corporate committees have been set up to address each issue. Executive Officers Yamaha has adopted an executive officer system, with the purpose of strengthening consolidated Group management and business execution functions. As of June 24, 2014, the executive officer system comprised 15 executive officers, including one managing executive officer and three senior executive officers. The managing executive officer supports the president, who is the chief officer in charge of business execution. The senior executive officers, in principle, preside over the business and administrative groups as heads of those groups in accordance with the importance of these responsibilities. These officers are responsible for the business performance of the groups they preside over and manage and direct in such a way that the group functions to its maximum potential. Moreover, executive officers are assigned to divisions that are responsible for key management issues in each group. Internal Audits Yamaha established the Internal Auditing Division (nine staff members as of June 24, 2014) under the direct control of the President and Representative Director. Its role is to closely examine and evaluate management and operations systems, as well as operational execution, for all management activities undertaken by the Company from the standpoint of legality and reasonableness. The Internal Auditing Division provides the President and Representative Director, divisions subject to audit, and supervisory divisions with information based on the evaluation along with suggestions and proposals for rationalization and improvement. In parallel, Yamaha strives to boost audit efficiency by encouraging close contact and coordination among the corporate auditors and the accounting auditors.
Basic Concept of the Internal Control System Yamaha has established an internal control system pursuant to Japan's Companies Act and the Enforcement Regulations of the Companies Act. Yamaha seeks to achieve optimal corporate governance in order to raise corporate value and the Yamaha brand image. At the same time, the Company works to improve the internal control system to raise business efficiency, increase the dependability of Yamaha's accounting and financial data, and strengthen compliance, asset soundness, and risk management capabilities. Further, Yamaha established the Group Management Charter to clarify Group management policies. Also, divisions with jurisdiction over subsidiaries are responsible for providing proper guidance and assistance with management in Group companies under their jurisdiction based on Group company management rules and regulations. Subsidiaries shall confer and consult in advance with said divisions, while administrative divisions of Yamaha Corporation shall support this process. Yamaha has developed and put into operation internal controls for financial reporting based on implementation standards for internal control reporting systems (Financial Instruments and Exchange Law). We will maintain and more firmly establish this internal control system to ensure the reliability of our financial reporting. Compliance Framework Not only does the Yamaha Group observe laws and regulations, it seeks strict compliance management that addresses social norms and corporate ethics. The Working Group for Compliance was established as a subordinate body to the Risk Management Committee, an advisory body to the president, to promote and strengthen compliance in cooperation with the staff and departments in charge of laws and regulations. In 2003, Yamaha established the Compliance Code of Conduct, which is disseminated to all Group officers and employees (including part-time and contract employees) through worksite briefings. Since then, we have localized the Code by creating overseas and regional versions based on the laws, regulations, and social norms of the countries in which our Group companies are based, and have had them translated into local languages. In 2011, we revised the Compliance Code of Conduct, carried out routine employee training in the revised Code and rigorously disseminated it throughout the Group. Further, Yamaha conducts routine compliance surveys with the goal of raising Group employee awareness and gaining a better understanding of potential risks. As a system for handling compliance-related inquiries and reports from employees, Yamaha has established a Compliance Help Line that connects to the Working Group for Compliance executive office and an outside attorney. The Compliance Help Line accepts inquiries not only from employees, but also from interested parties including business partners. In fiscal 2014, the Help Line received a total of 35 inquiries and reports including from overseas Group company employees. Since its inception, it has resolved problems by responding to 517 inquiries and reports over an 11-year period. Business Continuity Plan (BCP) The Risk Management Committee and its subsidiary body, the Working Group for BCP and Disaster Prevention Management have put the necessary systems and countermeasures in place to respond to a wide range of risks. In fiscal 2009, Yamaha formulated the BCP Guidelines, its basic Companywide policy for its business continuity plan, which is designed to enable the immediate resumption of operations in the event of an earthquake in Japan's Tokai region where Yamaha headquarters are located or other major natural disaster that could cause damage to its buildings or facilities. In January 2012, Yamaha established various guidelines including the BCP/Disaster Basic Countermeasures, Earthquake Countermeasures, and Fire Countermeasures, which update and supersede the BCP Guidelines
Yamaha conducts its CSR activities according to the following guidelines to further strengthen the bonds of trust with its stakeholders through its corporate activities and contribute to the sustainable development of society.
1. Yamaha provides support to people who want to perform music and people who want to enjoy it by contributing to the popularization and development of music and musical culture. 2. Yamaha works to maintain a healthy global environment by understanding the significance of protecting the natural environment, maintaining biodiversity, and reducing the burden on the environment, as well as promoting the proper use of wood resources, and cooperating with forest protection activities. 3. As a "corporate citizen" that is a member of society, Yamaha contributes to creating a better society by actively participating in many kinds of activities that further the development of the community and culture. 4. Yamaha complies with laws and high ethical standards, works to create an environment in which its personnel can draw fully on their sensitivities and creativity, and aims to build a corporate culture that will enable it to offer better products and services. 5. For its shareholders, who support its corporate activities financially, Yamaha aims for a high degree of transparency by disclosing management information and engaging in active and sustained communication. For its business partners, Yamaha conducts transactions fairly and transparently, endeavors to deepen mutual understanding, and works to build strong relationships of trust.
The Yamaha Group's Approach to CSR The Yamaha Group's corporate management seeks to realize the corporate objective of "CREATING 'KANDO' TOGETHER" through business activities grounded in the fields of sound and music. With an emphasis on corporate social responsibility (CSR) as one of our basic management policies, we are making steady, ongoing efforts in quality, customer satisfaction, procurement, environmental issues, and public relations in order to fulfill our role as a corporate citizen. The Group as a whole will continue to raise awareness of its social responsibility and contributions, and work to address various social issues based on the following themes laid out in its management philosophy: customer-oriented and quality-conscious management, transparent and sound management, valuing people, and harmony with society. In 2011, Yamaha signed the Global Compact that comprises the basic principles of CSR, as advocated by the United Nations. Based on the 10 principles of the Global Compact in addition to the Yamaha Corporation Group CSR Policy established in 2010, we will further promote CSR activities across the entire Group. A special feature of CSR as practiced by the Yamaha Group is its contribution through its business activities to the development of music culture around the world. We seek to leverage our strengths to provide products and services that deliver satisfaction to everyone who enjoys music, and thereby contribute to the development of humanity's musical heritage and to the enrichment of life. Yamaha also considers it crucial to address issues facing the local communities that form the basis for its global business, as well as global environmental issues such as global warming and preservation of biodiversity. We promote cultural and educational development in local communities, develop and manufacture products that make efficient use of resources and reduce the environmental burden, and because we are a company that manufactures products from wood, we actively support reforestation. Going forward, we will focus on activities that allow us to address social issues as only the Yamaha Group can:
- 9th year of collaboration in Indonesian reforestation activities at Yamaha Forest;
-Fund raising for a U.S. children's hospital through Yamaha Cares' participation in charity marathon;
-Creating music learning opportunities for children by providing recorder education for musical instructors under our Sopro Novo music program in Brazil;
-Provided music lessons at Chinese migrant workers' primary schools after donating these musical instruments;
-Yamaha Symphonic Band participates in Charity Concert for Reconstruction after the Great East Japan Earthquake;
-Promoting universal design for digital musical instruments with visibility feature that uses color combinations that are easy to distinguish for people with poor color vision;
Saving resources and lowering CO2 emissions by using returnable racks for shipping grand piano frames;
-Performing environmental audits of Indonesian factories.
Based on its corporate objective of CREATING 'KANDO' TOGETHER and corporate philosophy of a quality-conscious approach, Yamaha conducts its business activities driven by both products and services centered on sound and music. To support this objective, Yamaha has identified technologies it has amassed in the fields of sound and music as core technologies and is conducting research and development with the aim of further advancing and extending these technologies. Yamaha is also sharpening its competitive edge by linking R&D with its design and intellectual property strategies. Research and Development Yamaha carried out organizational reform in August 2013. In the musical instruments and audio equipment businesses, the acoustic, electronic devices, and R&D divisions were dissolved, and a functional organization including production, development, and sales divisions was established. The reform takes the product development functions that had resided in each business division and the R&D functions for improving the Company's foundational elemental technology and creating new businesses that had resided in the R&D division and integrates them into the development division. The purpose of the reform is to promote closer cooperation between those functions and revitalize the organization through their interaction. Moreover, the new business development functions that had resided in the R&D division were transferred to the newly established business development division, which reports directly to the president. This move will enable Yamaha to actively use internal and external resources and speed up the Company's growth strategy. Yamaha's R&D domain encompasses acoustics, materials, electronic devices, sound generators, voice and acoustic signal processing, music information processing, operating systems, communications and networks; that is, from the inlet to the outlet of sound, as well as its multipurpose uses. In fiscal 2014, Yamaha selected sound, music, networks, and devices as areas that it needs to further strengthen. The Company has therefore focused on R&D to accelerate growth in the domains of acoustic environments and space, the acquisition of voice recognition, synthesis and song recognition, synthesis technologies, as well as the development of elemental technologies for next-generation musical instruments and audio equipment including those that are wireless and network-related
Policies for Retained Earnings and Returns to Shareholders Yamaha Corporation has adopted a basic profit allocation policy linked to the level of consolidated net income in the medium term that provides for increasing return on equity (ROE) by retaining earnings as appropriate for strengthening the Company's management position through investments in R&D, sales capabilities, capital equipment and facilities, and other areas, while also emphasizing shareholder returns to reflect consolidated performance. Specifically, Yamaha endeavors to provide continuous, stable dividends and has set a target consolidated dividend payout ratio of 30%.
Inclusion in Socially Responsible Investment Indexes Socially Responsible Investment (SRI) indexes and funds in Japan and other countries evaluate potential investments not only from a financial perspective, but from CSR environmental viewpoints as well. Yamaha Corporation continues to be listed in some of the world's most prominent SRI indexes, including the FTSE4Good Global Index, MSCI Global Sustainability Indexes and the Morningstar Social Responsibility Index (MS-SRI). As one way of measuring financial soundness, each year Yamaha Corporation requests a long-term bond credit assessment from bond ratings agencies.
We understand that the Japanese management system was designed and developed in an era where "catching up," "protecting domestic markets," and "high productivity" were the keywords in economic policymaking. Yet circumstances have changed, and Japan is now struggling to remain a leader in a global economy based on ever-freer flows of capital, labor, and information, intense competition between nations, and rapidly changing business practices. Many of the time-honored mindsets and methods that have served Japanese managers so well, for so long, may now be obsolete. Today in Japan, there is a profusion of flexible contracts, performance-based evaluation schemes, corporate law reforms, and fading keiretsu networks, as well as weakening unions and corporate HR departments, shareholders with strengthened power, and a resurgent individualism, especially among the younger generations. All these represent new trends compared to practices in the early 1990s. The key questions are where these trends are leading Japanese firms and how traditional management practices will adapt in a time of sweeping change.
The Japanese economy has encountered several crises during the 1990s and the 2000s. Japanese companies still face with the problems caused by the burst of the bubble economy and the fierce competition from other developed countries or emergent economies. But it is believed that they overcome these problems successfully because the manufacturing sector still remains competitive. As a core of Japanese production system, quality management is now almost half-of-century old and seems built to endure. This study suggests the stability of quality management practices, which have been still utilized to maintain the competitive advantage of Japanese manufacturing companies through a complex system of corporate governance.
These techniques can be used wherever they fit local needs and the local environment. If a company in another country wishes to apply the techniques, but the environment is not suitable, the management can follow one of two courses: the first is to change the work environment; the second is not to adopt the system. The company culture may be changeable in the short run or in the long run. Even an institutional or social environment can be changed in a longer period of time-as shown in Japan during the past hundred years. Many concepts and systems, however, can be applied immediately, without change. The point is that companies in the U.K. and Europe should carefully examine and selectively adopt Japanese management systems-and also adapt them for their own environments and needs-as the Japanese have done with systems and techniques from other countries. Yamaha has shown that through a precise system of corporate governance, he managed to remain itself through financial crises and continues to be a leader in quality and sales in your business.
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1. Mestre em Engenharia de Produção (UFSM) Universidade Federal de Santa Maria - UFSM. Email: firstname.lastname@example.org