Suzuki 2010 Annual Report Download - page 21

20 SUZUKI MOTOR CORPORATION
Management policy
The management of the Company and VW have concluded that the complementary strengths of each company make for a per-
fect t in exploiting their respective advantages as well as rising to the challenge of the global market.
In the automotive industry, where globalization and diversication proceed in parallel, both companies will establish a cooperative
relationship while respecting each other’s independence as a stand-alone entity. Both companies are focused on achieving synergies
in the areas of rapidly growing emerging markets as well as in the development and manufacturing of innovative and environmentally
friendly compact cars.
To support a smooth development of this relationship, VW has purchased 19.9%*1 of the Company’s issued shares and the
Company also intends to invest up to one half of the amount received from VW into shares of VW*2.
*1 Please see Note 16 (b).
*2 At the end of this March, the Company owns 2,000,000 shares of common stock of VW.
4.Corporategovernanceissues
(1)Basicconceptsregardingcorporategovernance
The Company has made it a principle to carry out its corporate activities in a fair and efcient manner, and has desired to be
a company which achieves a sustainable growth by retaining the faith of all our stakeholders including shareholders, customers,
business partners, regional communities and employees, and by making contribution toward international society. For its fulll-
ment, the Company recognizes that enhancement of corporate governance is one of its most important management issues,
and makes positive efforts toward the implementation of various measures.
(2)OrganizationoftheCompany
(a) Directors/Board of Directors
The Company has reduced the number of directors (twelve Directors as of issuance of this report), and introduced a
managing ofcer system (senior managing executive ofcers and managing executive ofcers) aiming at agility of manage-
ment, speedup of operation and clarication of responsibilities. All Directors, excluding Chairman & CEO, concurrently serve
as executive general managers who are central to perform operations and assume the position responsible for main divisions
or other functions, and they participate in decision-making at board meeting through providing on-site information. Further,
we have established a dedicated department to nd cross-sectional issues and to speed up such issues solving process in
order to proceed with decision-making at board meeting company-wide promptly without the negative effects by bureaucratic
sectionalism.
Besides the above, the Company had stipulated the term of ofce of Directors to be for one year in order to clarify their
management responsibilities and to address the change in the business environment exibly.
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.
(b) Auditors/Board of Corporate Auditors and internal auditing
The Company has adopted a corporate auditor system, and their board consists of ve members including three persons
of Outside Corporate Auditors who have wide experiences and knowledge in other elds, international experience, legal and
so on, in order to enhance the audit function and oversight function from outside the Company. In addition, the Company
has audit department. Thus, along with auditing by Independent Auditor, audits are executed in three different ways, from the
standpoint of compliance, internal control and management efciency 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 scal year, by holding meetings of the Board of Cor-
porate 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.
The audit department audits the Company and domestic and foreign subsidiaries and afliates, and periodically checks
the integrity and efciency of their internal control system. Results of the checks are reported to management together with
suggestions regarding improvement and correction of problems. The audit department also helps to make rules for enhance-
ment of management structures, conducts guidance and supports for compliance with the laws, regulations and rule and
promotes efciency 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 sub-
sidiaries as Corporate Auditors’ auditing in cooperation with the audit department.