Suzuki 2007 Annual Report Download - page 21

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SUZUKI MOTOR CORPORATION
Also the Company adopts eight-divisions system so that all senior managing executive officers (Board
Member) participate in decision-making at board meeting through providing on-site information by assuming as
executive general manager or deputy executive general manager. Furthermore the Company has the system
which each senior managing executive officers (Board Member) assist the other related divisions in order to
eliminate the negative effects by bureaucratic sectionalism and control the operation in a cross-section manner
from management perspective.
Besides the above, the Company had stipulated the term of office of directors to be for one year in order to
clarify their management responsibilities and to address the change in the business environment flexibly.
In addition to the regular meetings of the board of directors held every month, directors hold a special board
meeting whenever necessary, and discussions including viewpoints of regulatory compliance and corporate
ethics are thoroughly conducted in those meetings for decision-making. Combined with participation of corporate
auditors at all times, the function of management supervision in meetings of the board of directors is working
effectively. And management councils are held whenever necessary to discuss the strategic decision on
execution of important management issues. Furthermore, directors mutually exchange information through weekly
meetings, etc.
Formerly resolution at meetings of the board of directors needed participation of more than one-half in number
of directors and a majority of votes of those directors. The Company has introduced the resolution system in the
form of a written consent for the purpose of participation by all directors in substance as well as effective and
timely decision-making.
(b) Auditors/board of corporate auditors and internal auditing
The Company has adopted a corporate auditor system, and their board consists of five members including
three persons of external corporate auditors in order to enhance the audit function. And the Company has audit
department which audit on our domestic and overseas subsidiaries and affiliates, in addition to the internal audit
group. Thus, along with auditing by independent auditor, audits are executed in three different ways, from the
standpoint of compliance, internal control and management efficiency respectively.
As to corporate auditors, they execute audits on proper management of the Company, in accordance with the
rules of the board of corporate auditors and audit policies of the corresponding fiscal year, by holding meetings of
the board of corporate auditors, participating in meetings of the board of directors, perusing approval documents
and various minutes, and receiving reports and explanation from directors on execution of business, etc.
As to internal auditing, the audit department checks the integrity and efficiency of the Company’s internal
control system periodically, and results of the checks are reported to management together with suggestions
regarding improvement and correction of problems. As to audit on our subsidiaries and affiliates, the audit
department helps to make rules for enhancement of their management structures, conducts guidance, supporting
and auditing for regulatory compliance. It also promotes efficiency and standardization of their business.
Corporate auditors adjust audit plans and auditing themes of the audit department, attend its audit and receive
reports and explanation on all its audits whenever necessary. Corporate auditors also execute internal auditing
and auditing on subsidiaries as corporate auditors’ auditing in cooperation with the audit department.
(c) Independent auditor
Seimei Audit Corporation is assigned as an independent auditor for the Company. Corporate auditors receive
explanation from independent auditor on audit plans for the corresponding fiscal year, reports on audit on interim
and year-end, and also reports on audit on subsidiaries. Corporate auditors, audit department and independent
auditor create a closer connection by exchanging information whenever necessary.
MANAGEMENT POLICY
21
Note: The number of other assistant members for audit: Eight certified public accountants and two others.
Name of Engagement Partners Auditing company CPA belongs to
Takashi Imamura Seimei Audit Corporation
Akira Iwama Seimei Audit Corporation
(d) Relationships with external corporate auditors
Three external corporate auditors have no special interest in the Company.