Suzuki 2014 Annual Report Download - page 22

20 SUZUKI MOTOR CORPORATION
Management Policy
(b) Audit and supervision
(Board of Company Auditors)
The Company adopts a Company Auditor system. The Board of Company Auditors composed of 5 members including 3 Outside
Company Auditors holds regular meetings every two months and holds a special board meeting whenever necessary.
Company Auditors execute audits on proper management of The Company, in accordance with the Rules of the Board of Com-
pany Auditors and audit policies of the corresponding scal year, by participating in important meetings such as that of the Board
of Directors and management councils, perusing approval documents and various minutes, and receiving reports and explanation
from Directors on execution of business, etc.
In addition, majority of Company Auditors are Outside Company Auditors who are highly independent of The Company and have no
possibility of causing conict of interest between them and shareholders. Their wide experiences and knowledge in legal matters, man-
agement of enterprises, accounting and other areas enhance the audit function and oversight function from outside The Company.
2 Company Auditors and 1 Outside Company Auditor have large stock of knowledge in nance and accounting due to long ex-
perience of being in charge of accounting in The Group as to Company Auditors, and large stock of experience as certied public
accountant as to Outside Company Auditor respectively.
(Audit Department)
44 members in Audit department audit The Company and domestic and foreign subsidiaries and aliates, and periodically check the
eectiveness of their internal control system. Results of the checks are reported to management and Company Auditors together
with suggestions regarding improvement and correction of problems. The audit department also helps to make rules for enhance-
ment of management structures, conducts guidance and supports for compliance with the laws, regulations and rules and promotes
e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 explana-
tion on all its audits whenever necessary. Company Auditors also execute internal auditing and auditing on subsidiaries 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, nance and IT system department.
(Independent Auditor)
Seimei Audit Corporation is assigned as an Independent Auditor for The Company. The Board of Company Auditors receives
explanation from Independent Auditor on audit plans for the corresponding scal year, reports on audit on the nance and ac-
counting statements of quarters and scal year end, and also reports on audit on subsidiaries. The Board of 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 8 others.
Company Auditors, audit department and Independent Auditor cooperate appropriately and audit concerning compliance with
laws, internal control, and management eciency from three dierent angles.
(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 General Meeting
of Shareholders held on June 28, 2012 and elected 2 Outside Directors at General Meeting of Shareholders held on June 27, 2014. 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 Direc-
tor of Suzuki Foundation (part-time).
Suzuki Foundation has transactions with The Company and subsidiaries such as endowment which are less than 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 su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 Di-
rector of Toshiba Corporation until June 2007, and he has assumed as Director of it in June 2014.