Suzuki 2012 Annual Report Download - page 25

Management policy
SUZUKI MOTOR CORPORATION 23
agement 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 Company 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 Company Auditors and internal auditing
The Company has adopted a company auditor system, and their board consists of five members including three persons of
Outside Company 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 Company auditors, they execute audits on proper management of The Company, in accordance with the Rules of the
Board of Company auditors and audit policies of the corresponding fiscal year, by holding meetings of the Board of Company
auditors, participating in meetings of the Board of Directors, perusing approval documents and various minutes, and receiv-
ing reports and explanation from Directors on execution of business, etc. Two Company auditors have long been in charge of
accounting in The Company and have large stock of knowledge in finance and accounting.
The audit department consists of 41 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.
Company 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. Company auditors also execute internal auditing and auditing on subsidiar-
ies as Company auditors’ auditing in cooperation with the audit department.
The audit department and company auditors exchange information with organization specialized in internal audit, which
consists of legal, finance and information system department.
(c) Function, role and status of Outside Director
In order to strengthen supervision and audit to management further, The Company adopted Outside Director system and elect
2 Outside Directors at general meeting of shareholders held in June 28, 2012. As to 3 Outside Company Auditor, The Com-
pany elected Outside Company Auditors who are more independent of The Company.
The Company elected Mr. Masakazu Iguchi as Outside Director to receive appropriate advice related to the management of
The Company in manufacturing industry based on a large stock of expertise as a doctor of engineering. Mr. Masakazu Iguchi
currently serves as director of Suzuki Foundation (part-time).
Taking amount and nature into consideration, transaction with The Company and its subsidiaries has no possibility of having
influence on decision by shareholders and investors on investment. Also, there are no special interest between him and The
Company. The Company believes that he is sufficiently independent of the management of The Company.
The Company elected Mr. Sakutaro Tanino as Outside Director to receive appropriate advice related to the management of
The Company from the international viewpoints based on a large stock of experience and knowledge as a diplomat. Mr. Sa-
kutaro Tanino served as Director of Toshiba Corporation until June 2007.
Taking amount and nature into consideration, transaction with The Company and its subsidiaries has no possibility of having
influence on decision by shareholders and investors on investment. Also, there are no special interest between him and The
Company. The Company believes that he is sufficiently independent of the management of The Company.
The Company elected Mr. Shin Ishizuka as Outside Company Auditor because he is suitable person to properly conduct audit
of The Company based on his experience and professional knowledge as an attorney-at-law. There are no special interest be-
tween him and The Company. The Company believes that he is sufficiently independent of the management of The Company.
The Company elected Mr. Masataka Osuka as Outside Company Auditor because he is suitable person to properly conduct
audit of The Company based on a long term experiences and knowledge as a management of enterprises. Mr. Masataka
Osuka currently serves as director of Suzuki Education & Culture Foundation (part-time), director of Chotokan Co., Ltd. (part-
time until June 2012), director of Kinbutsurex Co., Ltd., (Subsidiary of Hamakyorex Co., Ltd. whose Chairman of the Board is
Mr. Osuka) (part-time), and vice chairman of Hamamatsu Chamber of Commerce and Industries.
Suzuki Transportation & Packing Co., Ltd., subsidiary of The Company, has transaction with Hamamatsu Koun Co., Ltd. (Sub-
sidiary of Hamakyorex Co., Ltd. whose Chairman of the Board is Mr. Osuka).
Taking amount and nature into consideration, transaction with The Company and its subsidiaries has no possibility of having
influence on decision by shareholders and investors on investment. Also, there are no special interest between him and The
Company. The Company believes that he is sufficiently independent of the management of The Company.
The Company elected Mr. Norio Tanaka as Outside Company Auditor because he is suitable person to properly conduct audit
of The Company based on a large stock of the experiences and the professional knowledge as a certified public accountant.