Suzuki 2011 Annual Report Download - page 21

20 SUZUKI MOTOR CORPORATION
Management policy
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 efficient 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 fulfill-
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 (ten Directors as of issuance of this report), and introduced a man-
aging officer system (senior managing officers and managing officers) aiming at agility of management, speedup of opera-
tion and clarification of responsibilities. All Directors, excluding Chairman & CEO, assume the position responsible for main
divisions or other functions as a central of execution of operation, and they participate in decision-making at board meeting
through providing on-site information.
Furthermore, the Corporate Planning Committee which is a collegial system composed of four Representative Director and
Executive Vice Presidents as the Corporate Planning Committee Member discusses administrative and important issues in
a cross-sectoral and comprehensive manner and coordinates and formulates basic policies. And the Company has estab-
lished the Corporate Planning Office as a dedicated department to materialize the policies.
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 are 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 five members including three persons
of Outside Corporate Auditors who have wide experiences and knowledge in other fields, international experience, and legal
matters and so on, in order to enhance the audit function and oversight function from outside the Company. In addition, the
Company has the 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 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 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 consists of forty two members. It audits the Company and domestic and foreign subsidiaries and
affiliates, and periodically checks the integrity and efficiency 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 enhancement of management structures, conducts guidance and supports for compliance with the
laws, regulations and rule and 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 sub-
sidiaries 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 explana-
tion from Independent Auditor on audit plans for the corresponding fiscal year, reports on audit on the finance and accounting
statements, and also reports on audit on subsidiaries. Corporate Auditors, audit department and Independent Auditor create
a closer connection by exchanging information whenever necessary.
Name of Engagement Partners Auditing company CPA belongs to
Satoru Imamura Seimei Audit Corporation
Akira Iwama Seimei Audit Corporation
Note: The number of other assistant members for audit: Nine certified public accountants and seven others.
(d) Relationships with Outside Corporate Auditors
Three Outside Corporate Auditors have no special interest in the Company.