Suzuki 2005 Annual Report Download - page 18

SUZUKI MOTOR CORPORATION
accountants, three types of audits are executed from the standpoint of compliance with the law, internal
control and management efficiency.
The Company has an internal audit system in which the integrity and efficiency of our internal control system
are checked periodically and the results of the checks are reported to management together with suggestions
regarding improvement and correction of problems. Any important information pertaining to the management of
the Company is properly reported to the board of directors.
Seimei Audit Corporation is assigned as an independent auditor for the Company. Corporate auditors, an
internal audit group and the independent auditor create a closer connection by exchanging information whenever
the need arises.
Note: 1 Certified public accountant, Mr. Satoru Imamura, has continuously audited for 14 years.
2 The number of other members for audit:
6 of certified public accountants;
1 of assistant certified public accountant; and 1 other.
There are relationships with one external director and three external corporate auditors. They have no special
interest in the Company.
External director: Mr. Troy A. Clarke - Group Vice President, General Motors Corporation(our strategic alliance
partner) and President, General Motors Asia Pacific.
In consideration of the importance of risk control, the Company has set out a "Risk Control Procedure" as part of
the "Suzuki Corporate Ethics Rules". In this procedure an "Action Standard" is provided to stop preventable risks
such as malpractices or illegal acts by employees. The "Risk Control Procedure" also determines responses to
emergencies, such as natural disasters and terrorism, which the company is powerless to prevent.
Whenever the "Corporate Ethics Committee" recognizes risks that could cause urgent and serious damages to
the Company's management and business operations, the committee immediately sets up a "Risk Control
Headquarters". The Chairman & CEO of the Company will lead this committee, with the President & COO serving
as a deputy leader, to form an organization that will decide on the measures to be taken against the occurred risk,
in accordance with the "Risk Control Procedure". The "Risk Control Headquarters" organizes discussions to decide
policies and measures to be taken and can give instructions to the appropriate divisions and departments. These
divisions and departments are then able to communicate with each other to resolve any issues at hand.
Remuneration paid to directors and corporate auditors is as follows:
(Number of payees:persons, Amount:million yen)
The remuneration amount regarding audit certificates, based on audit agreement, is 39 million yen.
(6) Remuneration of directors
(5) Structure and administration of risk control system
(4) Relationships with external directors and external corporate auditors
(3) Independent auditors
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(7) Remuneration of independent auditing
Name of Engagement Partners
Satoru Imamura
Takashi Imamura
Auditing company CPA belongs to
Seimei Audit Corporation
Seimei Audit Corporation
Remuneration based on resolution
of shareholders' meeting
Bonus based on appropriation
of retained earnings
Retirement bonus based on resolution
of shareholders' meeting
Total
Directors Corporate Auditors Total
34
26
5
455
182
161
798
9
5
4
49
18
28
95
43
31
9
504
200
189
893
Number
of payees
Amount Number
of payees
Amount Number
of payees
Amount