Suzuki 2015 Annual Report Download - page 24

22 SUZUKI MOTOR CORPORATION
Corporate Governance Issues
(f) Systems to ensure proper business operation of the Corporate Group consisting of our Company and subsidiaries
A) The system regarding the reporting of matters relating to execution of duties of Directors, etc. of subsidiaries to The Company
Matters relating to decision making and execution of duties of Directors, etc. of affiliated companies are promptly or periodically
reported by aliated companies to The Company in accordance with the “Rules of Business Control Supervision for Aliated Companies”.
B) Rules and other systems regarding the management of the risk of losses in subsidiaries
The Company shall manage the risk of losses in affiliated companies in accordance with “Risk Management Procedure” set up in
“Suzuki Corporate Ethics Rules”. If the risk of losses arises, The Company shall appropriately take actions jointly with aliated companies.
C) Systems to ensure that the execution of duties of Directors, etc. of subsidiaries is made eciently
1) To ensure an ecient business operation of the Corporate Group, The Company shall conduct the followings in accordance with
the “Rules of Business Control Supervision for Aliated Companies”.
(a) The Company’s departments in charge stipulated in the Rules at any time shall give guidance and advice to the aliated
companies on their business operations and managements, and cooperate with them.
(b) The Company’s Audit Department shall make rules for the aliated companies in order to reinforce their management
practices. It shall also promote eciency and standardization of their business.
2) The Company shall periodically conrm the progress of the business plan developed by aliated companies and provide
guidance, supports and auditing in order to urge aliated companies to take actions or make revisions appropriately.
3) The Company and its aliated companies shall share the management policies or information in The Company’s monthly
meetings to report the status of performance for each section and group meetings held as needed in order to eciently and
properly conduct business through mutual cooperation.
D) Systems to ensure that the execution of the duties of Directors, etc. and employees of subsidiaries complies with laws and
regulations and the Articles of Incorporation
The Company shall keep every Director, etc. and employee of aliated companies informed about the importance of the compliance
with laws and regulations, the norm of the society and internal rules, etc. and fair and sincere behaviors. It shall also provide
guidance, supports and auditing in order to make appropriate rules in accordance with laws and regulations or legal environment
of the country where aliated companies locate.
(g) Matters for employees to support the business of the Company Auditors when the Company Auditor seeks appointment of
the employees
1) The secretariat of the Board of Company Auditors shall be established in the Audit Department.
2) The assistants of the business of the Company Auditors shall be placed as required.
(h) Matters for independence of the employees mentioned in (g) above from the Directors and for ensuring the eciency of
instructions given the employees
1) The hiring, transfer and discipline of the assistants of the Company Auditors shall be consulted with the Company Auditor previously
appointed by the Board of Company Auditors.
2) The Company Auditor appointed by the Board of Company Auditors may request the change of the assistant at any time. The Directors
shall not deny the request without reasonable reasons.
3) The personal evaluation of the assistant of the Company Auditors shall be consulted with the Company Auditor appointed
by the Board of Company Auditors.
4) The Audit Department shall clearly state that the assistant work for the Company Auditor conducted under the instruction and
control of the Company Auditor shall not be subject to the instruction and control of any other persons than the Company Auditor
in the Division of Duties, and carry out it thoroughly.
(i) System for Directors and employees to report to the Company Auditors and system for the Directors, the Company
Auditors and employees of subsidiaries to report or any recipient of such reporting to report to The Company’s
Company Auditor, and other systems for reporting to the Company Auditors
1) If Directors, etc. of The Company and its aliated companies nd any fact that could cause tremendous loss on The Company,
they shall immediately report it to the Company Auditors.
2) Approval Procedures, Affiliated Company Consultation Documents and minutes of the management councils shall be
circulated to the Company Auditors, and any other references requested by the Company Auditors shall be provided.
3) The Company Auditors shall conduct the followings as required when implementing internal auditing and auditing of aliated companies.
(a) Adjust the audit themes with the General Manager of the Audit Department
(b) Present at the auditing and attend the brieng of the audit results
(c) Receive the circulation of the audit report or the report of the audit results
4) The Group’s department in charge of consultation shall periodically report to the Company Auditors about the status of
consultation from the Group’s employees.