Suzuki 2008 Annual Report Download - page 23

22 SUZUKI MOTOR CORPORATION
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.
(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
Note: The number of other assistant members for audit: Seven certified public accountants and seven others.
Name of Engagement Partners Auditing company CPA belongs to
Satoru 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.
(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. The basic policy for construction of internal control system 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 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 and observes the same.
It is revised whenever necessary by “Corporate Ethics Committee” which promotes corporate ethics in the company.
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.