Suzuki 2015 Annual Report Download - page 22

20 SUZUKI MOTOR CORPORATION
Corporate Governance Issues
There are no interest between him and The Company. The Company believes that he is suciently independent of the management
of The Company. He is also in charge of a member of “Advisory Committee on Personnel and Remuneration, etc.”
The Company elected Mr. Sakutaro Tanino as Outside Director to receive appropriate supervision and advice related to the manage-
ment of The Company from the international viewpoints based on a large stock of experience and knowledge as a diplomat. 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. He is also in charge of a member of “Advisory Committee on Personnel and Remuneration, etc.”
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 Company
believes that he is suciently independent of the management of The Company. He is also in charge of an observer of “Advisory
Committee on Personnel and Remuneration, etc.”
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. There are no special interest between him and The Com-
pany. 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 special 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 the below “Standard for Independence of Outside Directors and Outside Company Auditors” based on “Standard
of judgment” set by Tokyo Stock Exchange, Inc.
(Reference)
The Standard for Independence of Outside Directors and Outside Company Auditors
The Company never elects any person who falls under any of the followings as a candidate for the Outside Director or Outside Company
Auditor in order to ensure the independence:
1. Persons concerned with the Company and its subsidiaries (“The Group”)
(1) With regard to Outside Directors, any person who is or was a person executing business (Note 1) of the Group at present or in the past,
(2) With regard to Outside Company Auditors, any person who is or was a Director, Managing Officer, executive officer or
employee of the Group at present or in the past, or
(3) A spouse or a relative within the second degree of kinship of the present Director, Managing Ocer or executive ocer of
the Group.
2. Persons concerned such as business partners or major shareholders, etc.
(1) Any person who is a person executing business of any of the followings:
1) A company of which major business partner is the Group (Note 2)
2) A major business partner of the Group (Note 3)
3) A major shareholder having 10% or more of total voting rights of the Company
4) A company for which the Group has 10% or more of total voting rights
(2) A person who is or was a representative partner or a partner of the Group’s Accounting Auditor at present or in the past ve years
(3) A person who receives a large amount of remuneration from the Group other than remuneration for Director/Company Auditor (Note 4)
(4) A person who receives a large amount of donation from the Group (Note 5)
(5) A spouse or a relative within the second degree of kinship of the person who falls under category from (1) through (4) above
Notes 1. A person executing business:
A director executing business, a managing ocer, an executive ocer or an employee
2. A company of which major business partner is the Group:
A company which belongs to the group of the business partner who receives 2% or more of its consolidated net sales in the
latest business year ended of the group from our Group in any of the business year in past three years
3. A major business partner of the Group:
A company which belongs to the group of the business partner who makes payment 2% or more of our Group’s
consolidated net sales or provides the Group with 2% or more of loans of its consolidated total assets in the latest
business year ended of the Group in any of the business year in past three years
4. A person who receives a large amount of remuneration:
A consultant or legal or accounting expert who receives annual compensation of 10 million yen or more (for the
organization, 2% or more of its annual total revenues) in any of the business year in past three years