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SUZUKI MOTOR CORPORATION 23
Corporate Governance Issues
(j) Systems to ensure that any person reporting to Company Auditors will not be unfairly treated on the ground of making
such reporting
In accordance with “Suzuki Corporate Ethics Rules”, the Company shall not make any disadvantageous treatment such as dismissal
on the basis of having reported to Company Auditors mentioned in (i) above. It shall also take suitable measures to prevent the
worsening of oce environment surrounding the reporter.
(k) Matters regarding procedures for prepayment or redemption of expenses arising from the execution of duties of Company
Auditors and processing of other expenses or liabilities arising from the execution of such duties
1) The Company shall allocate a certain amount of budget every year to pay expenses arising from the execution of duties of
Company Auditors.
2) If the Company Auditors require the Company to make prepayment, etc. of expenses in accordance with Article 388 of the
Companies Act, the Company shall quickly process that expenses or liabilities, except where it is considered that the expenses or
liabilities relating such request are not necessary for the performance of duties of Company Auditors.
3) The Company Auditors may use the external advisers including attorneys, certied public accountants and others in implementing
audit as required.
(l) Other System to ensure eecting auditing by the Company Auditors
1) The Company Auditors shall attend the meetings of the Board of Directors and other important meetings.
2) The Company Auditors shall hold periodic meetings with Accounting Auditors, exchange information or opinions and ask Accounting
Auditors to make reports, when necessary.
(4) Remuneration for Directors and Company Auditors for current scal year
(a) Remuneration paid to Directors and Company Auditors is as follows:
(Amount of remuneration: million yen, Number of payees: person)
Classication Total amount of
remuneration
Amount of each type of remuneration Number of payees
Basic pay Stock option Bonus
Directors
(excluding Outside Directors) 527 273 79 174 7
Company Auditors
(excluding Outside Company Auditors) 47 47 ― ― 3
Outside Directors/Company Auditors 27 27 ― ― 5
Notes: 1. The amount of remuneration limit for Directors (¥80 million per month) was resolved at the 135th Ordinary General
Meeting of Shareholders held on 28 June, 2001.
2. The amount of remuneration limit for Company Auditors (¥8 million per month) was resolved at the 123rd Ordinary General
Meeting of Shareholders held on 29 June, 1989.
3. The maximum amount of remuneration for Directors for stock options as compensation (¥170 million per year) was resolved
at the 147th Ordinary General Meeting of Shareholders held on 27 June, 2013 and 148th Ordinary General Meeting
of Shareholders held on 27 June, 2014.
The above-mentioned “stock options” is the amount recorded as expenses of current scal year, among the amount of
remuneration for stock acquisition rights granted for stock options.
As for stock options as compensation, due to decision of new policy for amount of Director’s remuneration as stated in
(4)(b), the Company has decided not to newly grant options after granting them in July 2014.
4. The above-mentioned “bonuses” are recorded as provision for Directors' bonuses at the end of current scal year and
treated as expenses of current scal year.
Please notice that bonus for Outside Directors and Company Auditors were abolished for the following years of scal 2013
and basic remuneration is solely maintained.
5. Remuneration of Company Auditors includes one Company Auditor who retired at the closure of the 148th Ordinary
General Meeting of Shareholders held on 27 June, 2014.
6. In addition to the above, ¥7 million was paid to 1 retired Director and ¥5 million was paid to 1 retired Company Auditor
as retirement benets for Directors and Company Auditors under the resolution at the 140th Ordinary General Meeting
of Shareholders held on 29 June, 2006.
7. The following information is disclosed in 149th annual securities report
･Total amount of consolidated remuneration paid to persons who received consolidated remuneration of ¥100 million or
more each.