Suzuki 2015 Annual Report Download - page 21

SUZUKI MOTOR CORPORATION 19
Corporate Governance Issues
(Various meeting on management and execution of operation)
The Company enhances eciency of management by enabling appropriate execution of operation through closely exchanging im-
portant information and identifying administrative issues. To achieve that, The Company holds various councils to discuss counter-
measures on execution of management issues weekly, monthly, extraordinarily, or biannually, depending on the content. Members of
the council include Directors, Executive General Managers and Deputy Executive General Managers.
(Advisory Committee on Personnel and Remuneration, etc.)
Aimed to enhance clarity and objectivity upon electing candidates for Directors and Auditors, as well as deciding remuneration of
Directors, as an advisory committee for the Board of Directors, The Company establishes “Advisory Committee on Personnel and Re-
muneration, etc.”
The majority of the committee is composed of Outside Directors, and an observer participates each from Full-Time Company Auditors
and Outside Company Auditors.
The committee discusses issues such as election standards and adequacy of candidates for Directors and Auditors, as well as ad-
equacy of system and level of Director’s remuneration. The Board of Directors decides based on their results.
Decision for election and remuneration of candidates for Senior Managing Ocers and Managing Ocers who do not concurrently
serve as Directors are also based on results of the committee’s discussion.
(b) Auditor’s Audit, Internal Auditing, and Independent Auditor
(Auditor’s Audit)
The Company’s Board of Company Auditors is composed of 5 members including 3 Outside Company Auditors, and they hold regular
meetings every two months and special board meetings whenever necessary.
Company Auditors execute 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 participating in the Board of Directors and various meeting on man-
agement and execution of operation, perusing approval documents and various minutes, and receiving reports and explanation from
Directors on execution of business, etc.
2 Full-Time Company Auditors and 1 Outside Company Auditor have large stock of knowledge in nance and accounting due to long
experience of being in charge of accounting in The Group as to Full-Time Company Auditors, and large stock of experience as certi-
ed public accountant as to Outside Company Auditor respectively.
(Internal Auditing)
The Company establishes Audit Department as an organization to conduct internal auditing. They audit The Company and domestic
and foreign subsidiaries and aliates, and periodically check the situation of compliances to laws and regulations, and 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 enhancement of management structures, conducts guidance and supports for
compliance with the laws, regulations and rules and promotes eciency and standardization of their business.
(Independent Auditor)
2 certied public accountants who engaged in the audit for scal 2014 are Satoru Imamura and Koji Sato, who belong to Seimei Audit
Corporation. The numbers of other assistant members for audit are 7 certied public accountants and 10 others.
(Mutual cooperation of Auditor’s Audit, Internal Auditing, and Independent Auditor, and their relationship with departments of
internal control)
Company Auditors, Audit Department and Independent Auditor cooperate appropriately and audit concerning compliance with laws, in-
ternal control, and management eciency from three dierent angles.
Company Auditors receive periodical reports from Independent Auditor such as on audit plans and results of quarter reviews, as well as
on situation of conducting scal auditing. Company Auditors trade comments and share information as necessary to strengthen coop-
eration, such as by conducting observation of Independent Auditor’s audit to comprehend situation of conducting auditing, while also
receiving reports on the eorts for quality management of auditing as an audit corporation.
Also, Company Auditors adjust audit plans and auditing themes with the Audit Department, attend its audit whenever necessary, and re-
ceive reports and explanation on all its audits.
The Audit Department and Company Auditors exchange information with organization specialized in internal audit, which consists of le-
gal, nance and IT system departments.
(c) Function, role and status of Outside Director and Outside Company Auditor
The Company elected 2 Outside Directors and 3 Outside Company Auditors.
The Company elected Mr. Masakazu Iguchi as Outside Director to receive appropriate advice related to the management of The Com-
pany in manufacturing industry based on a large stock of expertise as a doctor of engineering.