Suzuki 2013 Annual Report Download - page 26

24 SUZUKI MOTOR CORPORATION
Management policy
Hamakyorex Co., Ltd. has transactions with subsidiaries of The Company which are less than 0.01% of consolidated net sales
of The Company.
Kinbutsurex Co., Ltd. (subsidiary of Hamakyorex Co., Ltd.) has transactions with The Company which are less than 0.01% of
consolidated net sales of The Company.
Subsidiaries of Hamakyorex Co., Ltd. have transactions with subsidiaries of The Company which are about 0.02% of consoli-
dated net sales of The Company.
Suzuki Education & Culture Foundation has transactions with The Company such as endowment which are less than 0.01% of
consolidated net sales of The Company.
Hamamatsu Chamber of Commerce and Industries has transactions with The Company and its subsidiaries which are less
than 0.01% of consolidated net sales of The Company.
Chotokan has transactions with The Company and its subsidiaries which are less than 0.01% 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. 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 certied public accountant.
There are no interest between him and The Company. The Company believes that he is sufciently independent of the man-
agement of The Company.
The Company concluded that all 5 members of Outside Director/Company Auditor have no possibility of causing conict of
interest between them and shareholders, and led them as independent director/auditor under the rules of the Tokyo Stock
Exchange, Inc.
As to independence from The Company with regard to the election of Outside Director/Company 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 functions sufciently.
(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 Activity 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 ex-
ecution of duties through meetings of the Board of Directors, etc. And The Company established the “Suzuki Rules of Corpo-
rate Ethics” which lays out a set of basic points for Directors and employees to act in a fair and faithful manner in compliance
with the laws, regulations, social rules and in-company rules. It is revised whenever necessary by “Corporate Ethics Commit-
tee” 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’ Activity 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
accordance with the “Suzuki Rules of Corporate Ethics”, The Company has developed compliance system for employees in-
cluding 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 efciency of various
control systems, organizations and rules, and properness of function of internal control, etc.
(c) Crisis management system
Crisis management procedures are laid down within the “Suzuki Rules of Corporate Ethics” as a countermeasure to crisis that
may occur from illegalities and injustices inside/outside The Company, or natural disasters or terrorism, which are impossible
for The Company to prevent. When the “Corporate Ethics Committee” nds risks that may cause urgent and serious dam-
ages to the corporate management and business operations, the committee immediately sets up a “Crisis Management Task
Force” in line with the “Crisis Management Procedures” in order to deal with the crisis. This organization swiftly decides on the
policies and measures to be taken against the risk occurred and gives instructions to the appropriate departments and divi-
sions which are then able to communicate each other to solve the problem.