Suzuki 2014 Annual Report Download - page 23

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SUZUKI MOTOR CORPORATION 21
Management Policy
Toshiba Corporation has transactions with The Company which are about 0.06% of consolidated 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 manage-
ment of The Company.
The Company elected Mr. Shin Ishizuka as Outside Company Auditor to appropriately conduct audit of The Company based on his
experience and professional knowledge as an attorney-at-law. There are no interest between him and The Company. The Com-
pany believes that he is suciently independent of the management of The Company.
The Company elected Mr. Masataka Osuka as Outside Company Auditor to appropriately 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 Ha-
makyorex Co., Ltd., Director of Kinbutsurex Co., Ltd., (Subsidiary of Hamakyorex Co., Ltd.) (part-time), Director of Suzuki Education
& Culture Foundation (part-time), and president of Hamamatsu Chamber of Commerce and Industries. He also served as Director
of Chotokan (part-time) until June 2012.
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 con-
solidated net sales of The Company.
Subsidiaries of Hamakyorex Co., Ltd. have transactions with subsidiaries of The Company which are about 0.02% of consolidated
net sales of The Company.
Suzuki Education & Culture Foundation has transactions with The Company such as endowment and others 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 suciently independent of the
management of The Company.
The Company elected Mr. Norio Tanaka as Outside Company Auditor to appropriately 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 suciently independent of the management 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 Directors
and management council in which principally all Directors and auditors participate. The Company believes that corporate gover-
nance of The Company functions suciently.
(3) Development status of internal control system and risk management system
In order to enhance corporate governance, The Company is making eorts to keep everyone informed about compliance and to strength-
en internal control system. The basic policy for construction of internal control system and its development status 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 execution
of duties through meetings of the Board of Directors, etc. And The Company established the "Suzuki Rules of Corporate Eth-
ics" 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 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.