Suzuki 2007 Annual Report Download - page 22

SUZUKI MOTOR CORPORATION
(3) Development of internal control system and risk management system
In order to enhance corporate governance, the Company is making efforts to keep everyone informed about
compliance and to strengthen internal control system. Based on the Companies Act (Kaisha-hou), resolution of the
board of directors regarding the basic policy for construction of internal control system was passed on May 15,
2006. Basic approach and its development are as follows:
(a) Compliance system for directors
Directors respect the “Mission Statement” and the “Suzuki Action Charter” and execute their duties in
compliance with the “Rules of the Board of Directors”, the “Approval Procedures” and other rules of the Company,
and mutually supervise their execution of duties through meetings of the board of directors, etc. And directors
enhance closer connection by being in charge of multiple divisions and eliminate the negative effects of
bureaucratic sectionalism. Besides the above, the Company established the “Suzuki Corporate Ethics Rules”
(April, 2002) which lays out a set of basic points for directors and employees to act in a fair and faithful manner in
compliance with the law, the norms of the society and company rules. It is revised whenever necessary. And
corporate auditors audit the execution of duties of directors in accordance with the audit policies and work
responsibilities set by the board of corporate auditors.
(b) Compliance system for employees
In order to ensure that employees execute their duties in compliance with the law and the Articles of
Incorporation of the Company, the Company is making effort to keep everyone informed about the “Suzuki
Employees’ Action Charter” which lays out the norms of action of employees, the “Approval Procedures” and the
“Job Description” which set up the proceedings of execution of their duties in details, and other rules of the
Company. It is revised whenever necessary. Furthermore, in accordance with the “Suzuki Corporate Ethics
Rules”, the Company has developed compliance system for employees including internal report system, and has
educated them through various training and in-house seminars regarding compliance. And, in accordance with
the “Rule of Internal Auditing”, the audit department audits on the integrity and efficiency of various control
systems, organizations and rules, and properness of function of internal control, etc.
(c) Risk management system
The Company has set up the “Risk Management Procedure” as part of the “Suzuki Corporate Ethics Rules” to
cope with risks such as malpractices or illegal acts which could occur inside and outside the Company or such as
natural disasters and terrorism which the Company can not 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 “Risk Management Headquarters”, in accordance with the “Risk
Management Procedure”, as an organization that will decide on the measures to be taken against the occurred
risk. “Risk Management Headquarters” immediately discuss and 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.
(d) System to ensure proper business operation of the corporate group
To ensure a proper business operation of the corporate group which consists of the Company and its
subsidiaries, the Company has established the “Rules of Business Control Supervision”. They are revised
whenever necessary. The subsidiaries and affiliates report to the Company on their business operation and
consult with the Company on important matters in accordance with those rules, and departments in charge give
guidance and advice to them to enhance their management structure. And our audit department helps to make
rules for the subsidiaries and affiliates, conducts guidance, supporting and auditing for their regulatory
compliance. It also promotes efficiency and standardization of their business.
(4) Remuneration for directors
Remuneration paid to directors and corporate auditors is as follows:
(Number of payees: persons, Amount: million yen)
MANAGEMENT POLICY
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22
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Directors Corporate Auditors Total
Number Amount Number Amount Number Amount
of payees of payees of payees
Remuneration based on resolution
of shareholders’ meeting 14 456 5 76 19 532
(Bonus included in above remuneration) (234) (26) (260)