Suzuki 2012 Annual Report Download - page 26

24 SUZUKI MOTOR CORPORATION
Management policy
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 concluded that all 5 members of Outside Director/Auditor has no possibility of causing conflict of interest be-
tween them and shareholders, and filed them as independent auditor under the rules of the Tokyo Stock Exchange, Inc.
As to independence from The Company with regard to the election of Outside Director/Auditor, The Company judges their
independence under “Standard of judgment” set by Tokyo Stock Exchange, Inc.
The Company makes decision on important issue regarding to management through discussion in meeting of board of direc-
tors and management council in which principally all directors and auditors participate. The Company believes that corporate
governance of The Company function sufficiently.
(d) Independent Auditor
Seimei Audit Corporation is assigned as an Independent Auditor for The Company. Company auditors receive explanation
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. Company auditors, audit department and Independent Auditor create a
closer connection by exchanging information whenever necessary.
CPA who engaged in the audit Auditing company CPA belongs to
Designated and engagement partner Satoru Imamura Seimei Audit Corporation
Designated and engagement partner Akira Iwama Seimei Audit Corporation
Note: The number of other assistant members for audit: 7 certified public accountants and 11 others.
(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 Company auditors audit the execution of duties of
Directors in accordance with the audit policies and work responsibilities set by the Board of Company 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. They are revised whenever necessary. Furthermore, in ac-
cordance 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 ter-
rorism 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 Com-
pany has established the “Rules of Business Control Supervision”. It is revised whenever necessary. The subsidiaries 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, conducts guidance, supporting and auditing for their regulatory compli-
ance. It also promotes efficiency and standardization of their business.