Suzuki 2013 Annual Report Download - page 25

Management policy
SUZUKI MOTOR CORPORATION 23
(b) Audit and supervision
The Company has adopted a Company Auditor system, and there are 5 members including 3 Outside Company Auditors who
are highly independent of The Company and have wide experiences and knowledge in legal matters, management of enter-
prises, accounting and other areas in order to enhance the audit function and oversight function from outside The Company.
In addition, The Company has the audit department. Thus, audits are conducted concerning compliance with laws, internal
control and management efciency from three different angles including independent auditor.
(Board of Company Auditors)
It executes audits on proper management of The Company, in accordance with the Rules of the Board of Company Auditors
and audit policies of the corresponding scal 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 receiving reports and explanation
from Directors on execution of business, etc. 2 Company Auditors and 1 Outside Company Auditor have large stock of knowl-
edge in nance and accounting due to long experience of being in charge of accounting in The Company as to Company
Auditors, and large stock of experience as certied public accountant as to Outside Company Auditor respectively.
(Audit Department)
It 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 enhancement of management
structures, conducts guidance and supports for compliance with the laws, regulations and rule and promotes efciency 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 con-
sists of legal, nance and information system department.
(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 scal year, reports on audit on the nance 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 Koji Sato Seimei Audit Corporation
Note: The number of other assistant members for audit: 7 certied public accountants and 9 others.
(c) Function, role and status of Outside Director
In order to strengthen supervision and audit to management further, The Company adopted Outside Director system at 146th
Ordinary General Meeting of Shareholders held on June 28, 2012 and elected 2 Outside Directors at 147th Ordinary General
Meeting of Shareholders held on June 27, 2013. As to 3 Outside Company Auditors, The Company 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. He currently serves
as Director of Suzuki Foundation (part-time).
Suzuki Foundation has transactions with The Company and subsidiaries such as endowment which are about 0.01% of con-
solidated net sales of The Company. There are no special interest between him and The Company. The Company believes
that he is sufciently 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. He
served as Director of Toshiba Corporation until June 2007.
Toshiba Corporation has transactions with The Company which are about 0.05% of consolidated net sales of The Company.
There are no special interest between him and The Company. The Company believes that he is sufciently 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 sufciently 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. He currently
serves as Chairman of the Board of Hamakyorex Co., Ltd., Director of Kinbutsurex Co., Ltd., (Subsidiary of Hamakyorex Co.,
Ltd.) (part-time), Director of Suzuki Education & Culture Foundation (part-time), and vice chairman of Hamamatsu Chamber of
Commerce and Industries. He also served as Director of Chotokan (part-time) until June 2012.