Suzuki 2013 Annual Report Download - page 27

Management policy
SUZUKI MOTOR CORPORATION 25
(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 efciency and standardization of their business.
(4)RemunerationforDirectorsandCompanyAuditorsforcurrentscalyear
(a) Remuneration paid to Directors and Company Auditors is as follows:
(Amount of remuneration: million yen, Number of payees: person)
Classication Total amount of
remuneration
Amount of each type of remuneration Number of payees
Basic pay Stock option Bonus
Directors (excluding Outside Directors) 604 343 73 187 10
Company Auditors
(excluding Outside Company Auditors) 53 38 - 15 3
Outside Directors/Company Auditors 24 17 - 7 7
Notes: 1. The amount of remuneration limit for Directors (¥80 million per month) was resolved at the 135th Ordinary General Meeting of
Shareholders held on June 28, 2001.
2. The amount of remuneration limit for Company Auditors (¥8 million per month) was resolved at the 123rd Ordinary General Meeting
of Shareholders held on June 29, 1989.
3. The maximum amount of remuneration for Directors for stock options as compensation (¥170 million per year) was resolved at the
146th Ordinary General Meeting of Shareholders held on June 28, 2012.
4. The above-mentioned bonuses are recorded as provision for Directors’ bonuses at the end of current scal year and treated as
expenses of current scal year.
5. The above includes 3 Company Auditors who retired at the end of the 146th Ordinary General Meeting of Shareholders held on
June 28, 2012.
6. In addition to the above, ¥7 million was paid to 1 retired Director and ¥9 million was paid to 2 retired Outside Company Auditors as
retirement benets for Directors and Company Auditors under the resolution at the 140th Ordinary General Meeting of Shareholders
held on June 29, 2006.
7. The following information is disclosed in 147th annual securities report
• Total amount of consolidated remuneration paid to persons who received consolidated remuneration of ¥100 million or more each.
(b) Policy for determination of the amount of remuneration for Directors and Company Auditors
Remuneration for Directors/Company Auditors consists of basic remuneration, bonuses and stock options with respect to
Directors, and basic remuneration and bonuses with respect to Company Auditors.
While The Company discontinued its retirement benets plan for Directors and Company Auditors at the 140th Ordinary Gen-
eral Meeting of Shareholders, held on June 29, 2006, it has introduced the granting of stock options as compensation with a
view toward strengthening Directors’ connection to The Company’s performance and stock price and ensuring that Directors
share with shareholders not only the benets of any increases in the stock price, but also the risks of any declines, pursuant to
the approval granted at the 146th Ordinary General Meeting of Shareholders, held on June 28, 2012.
(Director)
As for basic remuneration, the amount of remuneration limit (monthly amount) for all Directors shall be determined by a resolu-
tion of an Ordinary General Meeting of Shareholders, and the amount of remuneration for each Director shall be determined
by the representative Director who is authorized by the Board of Directors in consideration of the duties and responsibilities of
each Director to enhance the corporate value in each scal year and on a mid-and long-term basis.
As for bonuses, the Board of Directors will decide on a proposal regarding bonus payments to Directors/Company Auditors
in consideration of the management environment and The Company’s performance in each scal year, and the representative
Director who is authorized by the Board of Directors will decide, pursuant to the approval of an Ordinary General Meeting of
Shareholders concerning the total amount of the bonus, the amount of the bonus for each Director that reects each Director’s
achievement of his or her duties and responsibilities.
As for granting stock options as compensation, the Board of Directors will decide, pursuant to the approval of an Ordinary
General Meeting of Shareholders concerning the maximum amount of remuneration, etc. with respect to the stock acquisition
rights in each scal year, the allocation of stock acquisition rights to each Director (excluding Outside Directors).