Corporate Social Responsibility (CSR) Policy of India Yamaha Motor Private Limited | India Yamaha Motor

Corporate Social Responsibility (CSR) is strongly connected with the principles of sustainability; an organization should take decisions based not only on financial factors, but also on the social and environmental consequences. Therefore, it is the core corporate responsibility of India Yamaha Motor Private Limited (hereinafter referred to as "the Company") to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders.

CSR is the continuing commitment by business to perform ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. CSR is clearly on capacity building, empowerment of communities, inclusive socio-economic growth, environment protection, promotion of green and energy efficient technologies, development of backward regions, and upliftment of the marginalized and under-privileged sections of the society.

As a corporate entity, the Company recognizes that its business activities have wide impact on the societies in which it operates, and therefore an effective practice is required giving due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. The Company endeavour to make CSR a key business process for sustainable development. The Company is responsible to continuously enhance shareholders wealth and it is also committed to its other stakeholders to conduct its business in an accountable manner that creates a sustained positive impact on society. The Company is committed towards aligning with nature; and has adopted eco-friendly practices.

Essentially, CSR, which is deliberate inclusion of public interest into corporate decision making by undertaking different projects for development of society, has the potential of contributing significantly in the long run to socio-economic growth in the backward regions and other sections of the society. The emerging concept of CSR goes beyond charity and requires the Company to act beyond its legal obligations and to integrate social, environmental and ethical concerns into the Company's business process.

In April 2013, IYM established 2 functionally independent entities namely Yamaha Motor India Sales Pvt. Ltd. (YMIS) that will cater to the sales and marketing needs of the company and Yamaha Motor Research and Development India Pvt. Ltd. (YMRI) that is intended to increase Yamaha's manufacturing competitiveness through the establishment of an R&D headquarters in India.

CSR does not emanate directly from external demands but from organizationally embedded processes. These processes prompt the organization to view its relationships with stakeholders in a different perspective, which in turn influences its engagement with them. The Board of Directors of the Company has devised social responsible business practices under the general rules issued by the Ministry of Corporate Affairs for compulsory implementation of CSR activities.

Areas to be covered under CSR policy

The Company is vigilant in its enforcement towards corporate principles and is committed towards sustainable development and inclusive growth. The Company constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business objectives. It also pursues initiative related to quality management, environment preservation and social awareness. Arising from this the focus areas that have emerged are Education, Health Care, Sustainable Livelihood, Infrastructure Development, and Espousing Social Causes.

The vision of the Company is "to actively contribute to the social and economic development of the communities in which it operates". In so doing build a better, sustainable way of life for the weaker sections of society and raise the country's human development index.

To attain its CSR objectives in a professional and integrated manner, followings are the activities which shall be carried out by the Company, in accordance with the provisions of Section 135 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as "the Rules"):

As a part of CSR strategy, in line with the aims and objectives specified above, the scope of CSR activities would cover the following areas:

Implementation of CSR

The CSR Committee so appointed by the Board of directors of the Company shall monitor and ensure undertaking of activities as planned in accordance with this policy for the community at large. The activities would be taken up in a project mode with milestones and deadlines.

Allocation of Funds

The Company shall spend in every financial year at least 2% of the average net profits of the Company made during the three immediately preceding financial years in accordance with the provisions of sub section (5) of section 135 of the Act.

The CSR Committee will be responsible for monitoring and supervision of utilization of funds in accordance with the applicable provisions of the Act read with the Rules, towards the projects/ activities identified under this CSR policy.

If the amount transferred remains unutilized, it will not lapse and will be carried over to the next year which will accumulate in non-lapsable pool;

Allocation to CSR Fund can be increased on the recommendation of the CSR Committee and with the approval of the Board of Directors of the Company.

Constitution of CSR Committee

The Board of directors of the Company (the "Board") in their meeting held on April 15, 2014 has passed the resolution regarding constitution of a committee to be known as the "IYM Corporate Social Responsibility Committee" or "CSR Committee".

MEMBERSHIP

The members of the CSR Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of at least three Directors;

The Board shall appoint a chairman of the CSR Committee (the "Chairman") and shall decide his or her period of office;

The Board shall regularly review the membership of the CSR Committee to ensure that membership is refreshed and undue reliance is not placed on particular individuals as regards membership of the CSR Committee and other Board committees. Any vacancy to the CSR Committee shall be filled by the Board.

The CSR Committee may invite the 'Managing Director' or the 'Chief Accountant Officer' of the Company or such other person as it thinks fit, to advice and/ or to join meetings of the CSR Committee as and when required notwithstanding that they are not members of the CSR Committee.

Following are the first members of the CSR Committee of the Company:

Role of CSR Committee

Meeting of CSR Committee

FREQUENCY

Meetings shall be held at such times as the CSR Committee deems appropriate, and in any event shall be held not less than twice a year.

QUORUM

Quorum for the meeting of CSR Committee shall be minimum of two members. A duly convened meeting of the CSR Committee at which requisite quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the CSR Committee.

ATTENDANCE AT MEETINGS

No one other than the Chairman and other members of CSR Committee are entitled to attend, be present or vote at a meeting of the CSR Committee. The Managing Director of the Company, Chief Accountant Officer, Human Resource Department Head, Finance Department Head or any other member of senior management of the Company may be called upon to attend the said meeting with prior permission of the Chairman of CSR Committee or shall be able to express views at any meeting of the CSR Committee.

PROCEEDINGS

Unless varied by these terms of reference, meetings and proceedings of the CSR Committee will be governed by the Company's Articles of Association regulating the meetings and proceedings of the Board of directors.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed and supporting papers, shall be sent to each member of the CSR Committee and any other person(s) required to attend the said meeting, not later than 2 days prior to the date of the meeting.

In case the Chairman of CSR Committee fails to attend or convey his non-availability at the scheduled meeting, the members present at the meeting shall elect one of them to chair the said meeting.

AUTHORITY

The CSR Committee is authorised by the Board to investigate any matter within its terms of reference at the expense of the Company. It is authorised to seek any information that it requires from any employee/ officer in order to perform its duties and all employees/ officers are directed to cooperate with any requests so made by the CSR Committee.

The CSR Committee is authorised by the Board to obtain external professional advice at the expense of the Company, wherever deemed necessary and to secure the attendance of third parties with relevant experience and expertise at meetings of the CSR Committee if it considers this necessary.

Reporting Procedures

The CSR Committee shall:

Monitoring and Evaluation

The impact of the CSR activities undertaken should be quantified to the extent possible with reference to baseline data, to be created before the start of any project. Therefore, base-line surveys would be an integral part of CSR programme so that progress can be measured. Photographic record may be maintained wherever possible.

For proper and periodic monitoring of CSR activities, if considered necessary, the programmes undertaken under CSR policy may be evaluated through a suitable independent external agency and the evaluation should be both concurrent and final.

ANNUAL GENERAL MEETING

The Chairman of the CSR Committee shall attend the Annual General Meeting of the Company to answer the questions relating to CSR Committee's activities, projects, initiatives taken and its responsibilities. The Chairman should also ensure that the Company maintains good contact with shareholders about CSR matters in the same way as for other matters.

Broad Guidelines

Amendment

This policy will be reviewed regularly and may be altered from time to time in light of legislative changes or other prevailing circumstances. Any modification/amendment to the terms of reference under this CSR policy may be carried out by members of CSR Committee with the approval of the Board.

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